EXHIBIT 10.10

               FIRST AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT

         THIS  FIRST   AMENDMENT  TO  COMMON  STOCK   PURCHASE   AGREEMENT  (the
"Amendment"),  dated as of  January  3,  2001,  by and  between  STEROIDOGENESIS
INHIBITORS  INTERNATIONAL,  INC.  (D/B/A  SAMARITAN  PHARMACEUTICALS),  a Nevada
corporation (the "Company"),  and FUSION CAPITAL FUND II, 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 November 2, 2000 (the "Common Stock Purchase Agreement");

         WHEREAS, pursuant to the Common Stock Purchase Agreement, the Buyer has
agreed to purchase,  and the Company has agreed to sell up to $10,000,000 of the
Common Stock all in accordance with the terms and conditions of the Common Stock
Purchase Agreement;

         WHEREAS,  the parties desire to increase the Available Amount such that
the Buyer shall  purchase and the Company  shall sell up to  $20,000,000  of the
Common Stock under the Common Stock Purchase Agreement;

         WHEREAS,  the Buyer  desires to advance the Company  such funds as from
time to time the Buyer  shall  determine  in its sole  discretion  as an advance
against purchases of Common Stock under the Common Stock Purchase Agreement;

         WHEREAS,  in order to increase the Available  Amount to $20,000,000 and
to induce  the Buyer to make such  advances  to the  Company,  the Buyer and the
Company desire to amend the Common Stock Purchase  Agreement in accordance  with
the terms hereof.

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

         1.       Amendments.

                  a.  The  Preamble to the Common  Stock  Purchase  Agreement is
                      hereby amended and restated in its entirety as follows:

                  "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 Twenty  Million
                  Dollars ($20,000,000) 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.""

                  b.  Section  1(b) of the Common  Stock  Purchase  Agreement is
                      hereby amended and restated in its entirety as follows:

                  "(b) Buyer's Purchase Rights and  Obligations.  Subject to the
                  provisions of Sections  1(d),  the Buyer:  (i) shall  purchase
                  shares of Common Stock during each Monthly Period equal to the
                  Monthly Base Amount at the Purchase  Price in accordance  with
                  Section  1(e),  and (ii) at any time on or after the  Maturity
                  Date,  shall have the right to purchase shares of Common Stock
                  up to the entire  remaining  Available  Amount at the Purchase
                  Price in  accordance  with Section  1(e). At any time and from
                  time to time after the Commencement,  the Buyer may, but shall
                  not be obligated to, in the Buyer's sole discretion, make cash
                  advances  to the  Company in such  amounts as the Buyer  shall
                  determine as an advance against purchases under this Agreement
                  (such advances the "Prepaid Amount").  The outstanding balance
                  of the Prepaid  Amount shall increase as any cash advances are
                  paid  to  the  Company.   In  order  to  satisfy  the  Buyer's
                  obligation  to pay the  Purchase  Amount for the  purchase  of
                  Purchase Shares hereunder, the Prepaid Amount shall be reduced
                  by  the  applicable  Purchase  Amount  as  the  Buyer  submits
                  Purchase Notices  hereunder.  The Company shall have the right

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                  to repay to the Buyer the  outstanding  balance of the Prepaid
                  Amount to the  extent the Buyer has not  submitted  a Purchase
                  Notice with respect thereto.  At any time when the outstanding
                  balance of the Prepaid Amount is zero, the Buyer shall, within
                  three (3) Trading Days of receipt of Purchase  Shares,  pay to
                  the  Company  an  amount  equal to the  Purchase  Amount  with
                  respect  to  such  Purchase  Shares  as full  payment  for the
                  purchase of the Purchase Shares so received. The Company shall
                  not issue any  fraction  of a share of Common  Stock  upon any
                  purchase.  All  shares of Common  Stock  (including  fractions
                  thereof)  issuable upon a purchase under this Agreement  shall
                  be aggregated for purposes of determining whether the purchase
                  would  result  in the  issuance  of a  fraction  of a share of
                  Common Stock. If, after the  aforementioned  aggregation,  the
                  issuance would result in the issuance of a fraction of a share
                  of Common  Stock,  the Company  shall round such fraction of a
                  share of Common  Stock up or down to the nearest  whole share.
                  All payments made under this Agreement shall be made in lawful
                  money  of the  United  States  of  America  by  check  or wire
                  transfer of immediately available funds to such account as the
                  Company may from time to time  designate by written  notice in
                  accordance with the provisions of this Agreement. Whenever any
                  amount  expressed to be due by the terms of this  Agreement is
                  due on any day  which is not a  Trading  Day,  the same  shall
                  instead be due on the next  succeeding  day which is a Trading
                  Day."

                  c.  Section  1(d)(iii) of the Common Stock Purchase  Agreement
                      is hereby amended and restated in its entirety as follows:

                  "(iii)  Company's Right to Suspend  Purchases.  If at any time
                  (1) the outstanding balance of the Prepaid Amount is zero, and
                  (2) the  Closing  Sale Price of the Common  Stock is below the
                  Fixed Purchase Price for three  consecutive  Trading Days, the
                  Company shall have three (3) Trading Days from the last day of
                  such three  consecutive  Trading  Day  Period to give  written
                  notice  (a   "Purchase   Suspension   Notice")  to  the  Buyer
                  suspending  any and all  purchases  by the  Buyer  under  this
                  Agreement.  The Purchase  Suspension Notice shall be effective
                  only for  Purchase  Notices  which have a Purchase  Date later
                  than  three (3)  Trading  Days after  receipt of the  Purchase
                  Suspension Notice by the Buyer. The Purchase Suspension Notice
                  shall not be effective for any Purchase  Notices  submitted by
                  the Buyer in satisfaction of the Prepaid Amount.  Any Purchase
                  Notices  submitted by the Buyer which have a Purchase  Date on
                  or prior to the third (3rd)  Trading Day after  receipt by the
                  Buyer of the  Company's  Purchase  Suspension  Notice  must be
                  honored by the  Company as  otherwise  provided  herein.  Such
                  purchase suspension shall continue in effect until the earlier
                  of: (A)  revocation  in writing  by the  Company,  at its sole
                  discretion,  (B)  such  time as the Sale  Price of the  Common
                  Stock is above  the Fixed  Purchase  Price or (C) such time as
                  the outstanding  balance of the Prepaid Amount is greater than
                  zero. After the delivery to the Buyer of a Purchase Suspension
                  Notice  from  the  Company,  the  Buyer  shall  no  longer  be
                  obligated  to purchase  any  Purchase  Shares from the Company
                  under Section 1 of this Agreement."

                  d.  Section  1(g) of the Common  Stock  Purchase  Agreement is
                      hereby deleted in its entirety.

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

                  (f) Issuance of Initial Commitment  Shares/Limitation on Sales
                  of  Commitment  Shares.  The Company  shall issue to the Buyer
                  promptly  after the date  hereof,  1,054,945  shares of Common
                  Stock  (the   "Initial   Commitment   Shares").   The  Initial
                  Commitment  Shares shall be issued and  delivered to the Buyer
                  by the Company's  transfer agent in  certificated  form and in
                  accordance  with  the  Transfer  Agent  instructions  attached
                  hereto as Exhibit I, which  instructions shall be executed and
                  delivered  by the  Company  to  the  Transfer  Agent  promptly
                  following  the date  hereof.  The Buyer  agrees that the Buyer
                  shall not transfer or sell the Initial Commitment Shares until
                  the  Commencement  Date  or  until  this  Agreement  has  been
                  terminated. The Buyer agrees that the Buyer shall not transfer
                  or sell the  Commitment  Shares (as  defined  in Section  7(b)
                  hereof) until 750 calendar days after the date hereof or until

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                  this Agreement has been terminated,  provided,  however,  that
                  the  restrictions  set forth in this sentence shall not apply:
                  (i) in connection  with any  transfers to or among  affiliates
                  (as  defined  in  the  Securities  Exchange  Act of  1934,  as
                  amended),  (ii) in  connection  with any pledge in  connection
                  with a bona fide loan or margin account,  or (iii) if an Event
                  of Default has  occurred,  or any event  which,  after  notice
                  and/or  lapse  of time,  would  become  an  Event of  Default,
                  including any failure by the Company to timely issue  Purchase
                  Shares under this Agreement. Notwithstanding the forgoing, the
                  Buyer may transfer Commitment Shares to a third party in order
                  to settle a sale made by the Buyer where the Buyer  reasonably
                  expects  the Company to deliver  Purchase  Shares to the Buyer
                  under this Agreement so long as the Buyer maintains  ownership
                  of the same  overall  number  of  shares  of  Common  Stock by
                  "replacing" the Commitment Shares so transferred with Purchase
                  Shares when the  Purchase  Shares are  actually  issued by the
                  Company to the Buyer.

                  f.  Section  4(g) of the Common  Stock  Purchase  Agreement is
                      hereby  amended by adding the following  four sentences to
                      the end of Section 4(g):

                  "Immediately at such time as the Available  Amount is equal to
                  $10,000,000,  the Company  shall issue and deliver or cause to
                  be delivered to the Buyer,  a number of shares of Common Stock
                  equal to 8% of Ten Million  Dollars  ($10,000,000)  divided by
                  the average of the Closing Sale Prices of the Common Stock for
                  the five (5)  consecutive  Trading Days prior to the date that
                  the  Available  Amount is equal to  $10,000,000.  Such  shares
                  issued  shall  be  deemed  to be  Commitment  Shares  for  all
                  purposes  under this  Agreement."  The Buyer  agrees  that the
                  Buyer shall not  transfer or sell such new  Commitment  Shares
                  until 750  calendar  days  after the date such new  Commitment
                  Shares are received by the Buyer or until this  Agreement  has
                  been terminated,  provided, however, that the restrictions set
                  forth in this sentence shall not apply: (i) in connection with
                  any  transfers  to or  among  affiliates  (as  defined  in the
                  Securities  Exchange  Act  of  1934,  as  amended),   (ii)  in
                  connection with any pledge in connection with a bona fide loan
                  or  margin  account,  or  (iii) if an  Event  of  Default  has
                  occurred,  or any event which,  after  notice  and/or lapse of
                  time, would become an Event of Default,  including any failure
                  by the  Company to timely  issue  Purchase  Shares  under this
                  Agreement.   Notwithstanding  the  forgoing,   the  Buyer  may
                  transfer the new  Commitment  Shares to a third party in order
                  to settle a sale made by the Buyer where the Buyer  reasonably
                  expects  the Company to deliver  Purchase  Shares to the Buyer
                  under this Agreement so long as the Buyer maintains  ownership
                  of the same  overall  number  of  shares  of  Common  Stock by
                  "replacing"  the new  Commitment  Shares so  transferred  with
                  Purchase  Shares when the Purchase  Shares are actually issued
                  by the Company to the Buyer."

                  g.  Section  7(g) of the Common  Stock  Purchase  Agreement is
                      hereby  amended by deleting the  reference to  "6,000,000"
                      contained therein and replacing it with "10,000,000."

                  h.  Sections  10(b) and  10(j) of the  Common  Stock  Purchase
                      Agreement  are  hereby   amended  and  restated  in  their
                      entirety as follows:

                  "(b)   "Available   Amount"  means  Twenty   Million   Dollars
                  ($20,000,000)  in the aggregate  which amount shall be reduced
                  by the Purchase Amount as the Buyer purchases shares of Common
                  Stock pursuant to Section 1 hereof."

                  "(j) "Maturity Date" means the date that is 1500 calendar days
                  (50 Monthly  Periods)  from the  Commencement  Date which such
                  date may be extended by up to an  additional  three (3) months
                  by the Company,  in its sole discretion,  by written notice to
                  the Buyer."

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

                  "(v) At any time after the  Commencement  Date, and so long as
                  the outstanding  balance of the Prepaid Amount is zero and the
                  Company has provided appropriate notice as described below, if
                  during any ten (10) consecutive  Trading Days the Closing Sale
                  Price of the Common  Stock is below the Fixed  Purchase  Price
                  for each of such ten (10) Trading Days, the Company shall have
                  three (3)  Trading  Days to give  written  notice (a  "Company
                  Termination  Notice") to the Buyer  electing to terminate this
                  Agreement  without  any  liability  or payment to the Buyer (a
                  "Company  Termination").  The Company Termination Notice shall

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                  not be effective until (a) three (3) Trading Days after it has
                  been received by the Buyer, (b) the outstanding balance of the
                  Prepaid  Amount is zero and (c) the Company has  delivered the
                  shares of  Common  Stock,  if any,  required  to be  delivered
                  pursuant  to the last  two  sentences  of  Section  4(g).  The
                  Company  shall  have  the  right to  repay  to the  Buyer  the
                  outstanding  balance of the  Prepaid  Amount to the extent the
                  Buyer  has  not  submitted  a  Purchase  Notice  with  respect
                  thereto.  Any  Purchase  Notices  submitted by the Buyer which
                  have a Purchase  Date on or prior to the third  (3rd)  Trading
                  Day  after  receipt  by the Buyer of the  Company  Termination
                  Notice,  must be honored by the Company as otherwise  provided
                  herein.  The  Company  may not  deliver a Company  Termination
                  Notice  or   otherwise   effect  a  Company   Termination   in
                  anticipation  of or in  connection  with a  Major  Transaction
                  until such Major Transaction  (whether or not consummated) has
                  been  publicly  disclosed  for a period of at least sixty (60)
                  Trading Days. In the event that within sixty (60) Trading Days
                  of a Company Termination,  the Company publicly discloses that
                  a  Major   Transaction   has  been   consummated   or  may  be
                  consummated,  the Buyer  shall be  entitled  to the  following
                  payment equal to the Purchase Rate  (determined as of the date
                  of the Company  Termination  Notice assuming a Purchase Amount
                  equal to the  remaining  Available  Amount)  multiplied by the
                  amount, if any that (A) the arithmetic  average of the Closing
                  Sale Price for the Common  Stock for the ten (10) Trading Days
                  following  either:  (1) the  public  disclosure  of the  Major
                  Transaction or (2) the consummation of the Major  Transaction,
                  as  selected  by the Buyer,  exceeds  (B) the  Purchase  Price
                  determined as of the date the Company Termination is effected.
                  Any payments under the previous  sentence shall be made either
                  in the form of cash or registered,  freely  tradable shares of
                  Common Stock,  eleven (11) Trading Days following either:  (1)
                  the  public  disclosure  of the Major  Transaction  or (2) the
                  consummation  of the Major  Transaction,  as  selected  by the
                  Buyer.  To the extent  that such  payment has not been paid by
                  the fifth  (5th)  Trading  Date after its due date,  the Buyer
                  shall  be  entitled  to  interest  in an  amount  equal to one
                  percent  (1.0%)  of the  unpaid  amount  per day,  payable  on
                  demand.  If paid in shares of Common Stock, the "dollar value"
                  per share of Common  Stock shall be the average of the Closing
                  Sale Prices of the Common  Stock for the five (5)  consecutive
                  Trading Days prior to the payment date."

                  j.  Section  11(k)(vi)  is  hereby  amended  by  deleting  the
                      reference to "Ten Million Dollars ($10,000,000)" contained
                      therein and by replacing it with "Twenty  Million  Dollars
                      ($20,000,000)."

                  k.  The last  paragraph of Section  11(k) of the  Agreement is
                      hereby amended and restated in its entirety as follows:

                  "Except as set forth in Sections  11(k)(i) and 11(k)(vi),  any
                  termination of this  Agreement  pursuant to this Section 11(k)
                  shall be  effected  by written  notice from the Company to the
                  Buyer,  or the  Buyer  to the  Company,  as the  case  may be,
                  setting  forth  the  basis  for the  termination  hereof.  The
                  representations  and  warranties  of the Company and the Buyer
                  contained  in  Sections  2 and 3 hereof,  the  indemnification
                  provisions  set forth in Section 8 hereof  and the  agreements
                  and covenants set forth in Section  1(e)(v) hereof and Section
                  11 hereof, shall survive any termination of this Agreement. No
                  termination  of this  Agreement  shall effect the Company's or
                  the Buyer's  obligations  under this Agreement with respect to
                  pending purchases and the Company and the Buyer shall complete
                  their  respective  obligations  with  respect  to any  pending
                  purchases   under  this   Agreement   including   the  Company
                  obligations  under Section 1(e)(v)  hereof.  No termination of
                  this  Agreement by the Company  shall be effective  unless the
                  outstanding  balance  of the  Prepaid  Amount  is zero and the
                  Company  has  delivered  the shares of Common  Stock,  if any,
                  required to be delivered pursuant to the last two sentences of
                  Section 4(g). In the event of a termination  of this Agreement

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                  by the Buyer,  the Company  shall within five (5) Trading Days
                  of the  Company's  receipt of a notice of  termination  by the
                  Buyer,  repay to the  Buyer  the  outstanding  balance  of the
                  Prepaid  Amount,  if any.  Any such  termination  by the Buyer
                  shall  nevertheless  be effective upon delivery to the Company
                  of such notice by the Buyer.  If within five (5) Trading  Days
                  after  the  Company's  receipt  of  such  termination   notice
                  submitted in accordance  herewith,  the Company shall fail for
                  any  reason to repay to the Buyer the  outstanding  balance of
                  the Prepaid Amount,  if any, the Company shall pay in cash, on
                  demand,  interest per day to the Buyer for each day after such
                  fifth (5th)  Trading Day that the  outstanding  balance of the
                  Prepaid Amount is not timely repaid to the Buyer, in an amount
                  equal  to  0.1%  of the  outstanding  balance  of the  Prepaid
                  Amount."

                  l.  The  term  "Transaction  Documents"  shall  be  deemed  to
                      include this  Amendment for all purposes  under the Common
                      Stock Purchase Agreement.

                  m.  Each   and  any   reference   to  "Ten   Million   Dollars
                      ($10,000,000)"  or "$10,000,000"  contained in any Exhibit
                      to the Common Stock  Purchase  Agreement is hereby deleted
                      and replaced  with the words and numbers  "Twenty  Million
                      Dollars ($20,000,000)" or "$20,000,000," respectively.

         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.

                                    * * * * *





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         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:

                                     STEROIDOGENESIS INHIBITORS
                                     INTERNATIONAL, INC.
                                     (D/B/A SAMARITAN PHARMACEUTICALS)

                                     By:______________________
                                     Name:
                                     Title:


                                     BUYER:

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

                                     By:_______________________
                                     Name: Steven G. Martin
                                     Title: President