COMMON STOCK PURCHASE AGREEMENT
COMMON STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of March 21, 2007, by and
between AETHLON MEDICAL, INC., a Nevada corporation (the "Company"), and FUSION CAPITAL
FUND II, LLC, an Illinois limited liability company (the "Buyer"). Capitalized terms used herein and not
otherwise defined herein are defined in Section 10 hereof.
Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Buyer, and the
Buyer wishes to buy from the Company, up to Eight Million Four Hundred Thousand Dollars ($8,400,000.00) of
the Company's common stock, par value $0.001 per share (the "Common Stock") The shares of Common
Stock to be purchased hereunder are referred to herein as the "Purchase Shares."
NOW THEREFORE, the Company and the Buyer hereby agree as follows:
1. PURCHASE OF COMMON STOCK.
Subject to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Buyer,
and the Buyer has the obligation to purchase from the Company, Purchase Shares as follows:
(a) INITIAL PURCHASE; COMMENCEMENT OF BASE AND BLOCK PURCHASES OF COMMON
STOCK. On the Filing Date (as defined in Section 4(a) hereof), the Buyer shall buy from the Company as of
such date Four Hundred Thousand Dollars ($400,000.00) of Purchase Shares (the "Initial Purchase" and such
Purchase Shares are referred to herein as the "Initial Purchase Shares") at the lesser of
(i) the Purchase Price as of the Business Day prior to the Filing Date, or (ii) $0.30. The Initial Purchase Shares
shall be issued in certificated form and (subject to Section 5 hereof) shall bear only the restrictive legend set forth
in Section 4(e) hereof. Thereafter, the purchase and sale of Purchase Shares hereunder shall occur from time to
time upon written notices by the Company to the Buyer on the terms and conditions as set forth herein following
the satisfaction of the conditions (the "Commencement") as set forth in Sections 6 and 7 be