FIRST AMENDMENT

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:
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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