Exhibit 10.21


                              AETHLON MEDICAL, INC.

                              CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement") is entered into effective as of
October 27, 2004, by and between AETHLON MEDICAL, INC. ("Aethlon" or "Client")
located at 3030 Bunker Hill Street, San Diego, CA. 92109, and Dr. Ken Alibek
(the "Consultant") C/O National Center for Biodefense at George Mason
University, 10900 University Blvd. MSN-4E3, Manassas, VA 20110

1.       Consulting Relationship. During the terms of this agreement, the
         Consultant will act as a science advisor in connection with advancing
         the development of Aethlon's Hemopurifier(TM) technology as a potential
         countermeasure against pathogens targeted as biological weapons or as a
         treatment for naturally occurring pathogens. The Consultant shall
         provide Aethlon with guidance and representation in negotiating
         partnerships with government agencies interested in funding the
         development of the Hemopurifier(TM) technology. The Consultant shall
         use reasonable efforts to provide these services in a manner that
         provides benefit to Aethlon. If the services provided by the Consultant
         under this agreement exceed more than 24 hours per month, the
         Consultant shall request and negotiate additional compensation from
         Aethlon. The Consultant has already agreed to participate as a member
         of Aethlon's Science Advisory Board. In this regard, the Consultant
         shall also receive the compensation that is rewarded to each member of
         the Aethlon Science Advisory Board. The Consultant further agrees that
         this relationship provides no rights or direct interest in Aethlon's
         Hemopurifier(TM) technology.

2.       Consideration. As consideration for services to be provided by the
         Consultant, Aethlon shall compensate the Consultant with a four (4)
         year option to purchase up to 80,000 shares of Aethlon Medical common
         stock. The option exercise price shall be equal to the closing price of
         Aethlon's common stock on the date of this agreement. The Consultant
         may also be eligible to receive additional bonus compensation, which
         shall be rewarded at the discretion of Aethlon management.

3.       Expenses. Consultant shall not be authorized to incur on behalf of
         Aethlon any expenses, without the prior written consent of Aethlon
         Medical

4.       Terms and Termination. The term of this Agreement will commence upon
         the execution of this agreement and, shall continue for a period of one
         (1) year. Thereafter, the term of this Agreement may be renewed by
         mutual agreement of the Parties.

5.       Proprietary Information. Proprietary Information obtained by Consultant
         from Client, or developed during the performance of services shall be
         kept confidential by Consultant unless such information has been
         subsequently made public by Client or a third party.


6.       Independent Contractor. Consultant's relationship with Aethlon will be
         that of independent contractor and not that of an employee. Consultant
         will not be eligible for any employee benefits, nor will Aethlon make
         deductions from payment made to Consultant for taxes, which will be the
         Consultant's responsibility Consultant will have no authority to enter
         into contracts that bind Aethlon or create obligations on the part of
         Aethlon without the prior written authorization of Aethlon.

7.       Miscellaneous.

         a.       Amendments and Waivers. Any term of this Agreement may be
                  amended or waived only with the written consent of the
                  parties.

         b.       Governing Law; Severabilitv; and Notice. This Agreement shall
                  be construed in accordance with the laws of the State of
                  California. Invalidity or non-enforceability of any provision
                  or part of this Agreement shall not invalidate or render
                  unenforceable the entire Agreement or its remaining
                  provisions. All notices shall be in writing and shall be
                  addressed to the representatives of Client and Consultant
                  respectively designated below.

The parties have executed this Agreement as of the date first set forth above.

AETHLON MEDICAL, INC.

James A Joyce

Chairman, CEO

CONSULTANT

Dr. Ken Alibek