EXHIBIT 10.44

               FIRST AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT

       THIS FIRST AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT (the
"Amendment"), dated as of August 10, 2007, by and between AETHLON MEDICAL, INC.,
a Nevada corporation (the "Company"), and FUSION CAPITAL FUND H, LLC (together
with its permitted assigns, the "Buyer"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings given them in the Common Stock
Purchase Agreement.

       WHEREAS, THE parties hereto are parties to a Common Stock Purchase
Agreement dated as of March 21, 2007 (the "Common Stock Purchase Agreement")
pursuant to which the Buyer has agreed to purchase, and the Company has agreed
to sell up to $8,400,000 of the Common Stock;

       WHEREAS, the parties desire to amend and restate certain provisions of
the Common Stock Purchase Agreement;

       NOW, THEREFORE, in consideration of the agreements, covenants and
considerations contained herein, the parties hereto agree as follows:


1.     AMENDMENTS. The following Sections of the Common Stock Purchase Agreement
       are hereby amended as follow:

       a.     Section 4(a) of the Common Stock Purchase Agreement is hereby
              amended and restated in its entirety as follows:

              "(a) FILING OF FORM 8-K AND REGISTRATION STATEMENT. The Company
              agrees that it shall, within the time required under the 1934 Act
              file a Report on Form 8-K disclosing this Agreement and the
              transaction contemplated hereby. The Company shall also file
              within ten (10) Business Days from the date hereof a new
              registration statement covering only the sale of the Commitment
              Shares and 7,333,333 Purchase Shares (which includes the 1,333,333
              Initial Purchase Shares) in accordance with the terms of the
              Registration Rights Agreement between the Company and the Buyer,
              dated as of the date hereof ("Registration Rights Agreement")."

       b.     Section 11(k)(iv) of the Common Stock Purchase Agreement is hereby
              amended and restated in its entirety as follows:

              "(iv) If by the Maturity Date for any reason or for no reason the
              full Available Amount under this Agreement has not been purchased
              as provided for in Section I of this Agreement. this Agreement
              shall automatically terminate on the Maturity Date, without any
              action or notice on the part of any party and without any
              liability whatsoever of any party TO any other party under this
              Agreement."

2.     EFFECT OF AMENDMENT/INCORPORATION OF CERTAIN PROVISIONS. Except as
       amended as set forth above, the Common Stock Purchase Agreement shall
       continue in full force and effect. The provisions set forth IN Section 11
       of the Common Stock Purchase Agreement are hereby incorporated by
       reference into this Amendment.


                                   * * * * *



       IN WITNESS WHEREOF, the Buyer and the Company have caused this First
Amendment to Common Stock Purchase Agreement to be duly executed as of the date
first written above.



                                        THE COMPANY:
                                        ------------

                                        AETHLON MEDICAL, INC.

                                        By: /s/ Peter M. Kuhn
                                            ----------------------------
                                        Name:
                                        Title:


                                        BUYER:
                                        ------

                                        FUSION CAPITAL FUND II, LLC
                                        BY: FUSION CAPITAL PARTNERS, LLC
                                        BY: SGM HOLDINGS CORP.


                                        By: /s/ Steven G. Martin
                                            ----------------------------
                                        Name: Steven G. Martin
                                        Title: President