FIRST AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT

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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 STATEMEN