AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT

         THIS AMENDMENT (this "Amendment") is made effective as of December 14,
2005, by and between Samaritan Pharmaceuticals, Inc., a Nevada corporation (the
"Company") and Fusion Capital Fund II, LLC, an Illinois limited liability
company (the "Buyer" and together with the Company, the "Parties").

                                   WITNESSTH:

         WHEREAS, the Company and the Buyer have entered into that certain
Common Stock Purchase Agreement, dated as of May 12, 2005 (the "Agreement"); and

         WHEREAS, the Parties desire to amend the terms of the Agreement as set
forth herein.

         NOW, THEREFORE, in consideration of the mutual promises, conditions and
covenants contained herein and in the Agreement, and for other good and valuable
consideration, receipt of which is hereby acknowledged, the Parties hereto agree
as follows:

1. The Agreement is hereby amended by deleting Section 11 therein entitled
"Miscellaneous" in its entirety and by inserting in lieu thereof the following:

                   "11. MISCELLANEOUS.

(a)                Governing Law;  Jurisdiction;  Jury Trial.  The corporate
                   laws of the State of Nevada shall govern all issues
                   concerning the relative  rights of the Company and its
                   shareholders.  All other  questions  concerning the
                   construction, validity,  enforcement and  interpretation of
                   this Agreement and the other  Transaction  Documents shall be
                   governed by the  internal  laws of the State of  Illinois,
                   without  giving  effect to any choice of law or conflict of
                   law provision or rule (whether of the State of Illinois or
                   any other  jurisdictions) that would cause the application of
                   the laws of any jurisdictions other than the State of
                   Illinois.  Each party hereby  irrevocably  submits to the
                   exclusive  jurisdiction  of the state and federal courts
                   sitting in the City of Chicago,  for the  adjudication  of
                   any dispute  hereunder or under the other  Transaction
                   Documents or in connection  herewith or therewith,  or with
                   any transaction  contemplated  hereby or discussed herein,
                   and hereby irrevocably  waives,  and agrees not to assert in
                   any suit, action or proceeding,  any claim that it is not
                   personally  subject to the jurisdiction of any such court,
                   that such suit,  action or proceeding is brought in an
                   inconvenient  forum or that the venue of such suit,  action
                   or proceeding is improper.  Each party hereby  irrevocably
                   waives  personal  service of process and consents to process
                   being served in any such suit,  action or proceeding by
                   mailing a copy thereof to such party at the address for such
                   notices to it under this  Agreement  and agrees that such
                   service  shall  constitute  good and  sufficient  service of
                   process  and notice  thereof.  Nothing  contained  herein
                   shall be deemed to limit in any way any right to serve
                   process in any manner permitted by law. EACH PARTY HEREBY
                   IRREVOCABLY  WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
                   REQUEST,  A JURY TRIAL FOR THE  ADJUDICATION  OF ANY DISPUTE
                   HEREUNDER OR IN  CONNECTION HEREWITH OR ARISING OUT OF THIS
                   AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

<PAGE>

(b)                Counterparts. This Agreement may be executed in two or more
                   identical counterparts, all of which shall be considered one
                   and the same agreement and shall become effective when
                   counterparts have been signed by each party and delivered to
                   the other party; provided that a facsimile signature shall be
                   considered due execution and shall be binding upon the
                   signatory thereto with the same force and effect as if the
                   signature were an original, not a facsimile signature.

(c)                Headings. The headings of this Agreement are for convenience
                   of reference and shall not form part of, or affect the
                   interpretation of, this Agreement.

(d)                Severability. If any provision of this Agreement shall be
                   invalid or unenforceable in any jurisdiction, such invalidity
                   or unenforceability shall not affect the validity or
                   enforceability of the remainder of this Agreement in that
                   jurisdiction or the validity or enforceability of any
                   provision of this Agreement in any other jurisdiction.

(e)                Entire Agreement. With the exception of the Mutual
                   Nondisclosure Agreement between the parties dated as of April
                   1, 2003, this Agreement supersedes all other prior oral or
                   written agreements between the Buyer, the Company, their
                   affiliates and persons acting on their behalf with respect to
                   the matters discussed herein, and this Agreement, the other
                   Transaction Documents and the instruments referenced herein
                   contain the entire understanding of the parties with respect
                   to the matters covered herein and therein and, except as
                   specifically set forth herein or therein, neither the Company
                   nor the Buyer makes any representation, warranty, covenant or
                   undertaking with respect to such matters.

(f)                Notices. Any notices, consents, waivers or other
                   communications required or permitted to be given under the
                   terms of this Agreement must be in writing and will be deemed
                   to have been delivered: (i) upon receipt, when delivered
                   personally; (ii) upon receipt, when sent by facsimile
                   (provided confirmation of transmission is mechanically or
                   electronically generated and kept on file by the sending
                   party); or (iii) one Trading Day after deposit with a
                   nationally recognized overnight delivery service, in each
                   case properly addressed to the party to receive the same. The
                   addresses and facsimile numbers for such communications shall
                   be:

                                       2

<PAGE>

         If to the Company:         Samaritan Pharmaceuticals, Inc.
                                    101 Convention Center Drive, Suite 310
                                    Las Vegas, Nevada 89109
                                    Telephone:  702-735-7001
                                    Facsimile:   702-995-0120
                                    Attention:    Janet Greeson, CEO

         With a copy to:            Kirkpatrick & Lockhart Nicholson Graham LLP
                                    Miami Center, 20th Floor,
                                    201 South Biscayne Blvd.
                                    Miami, FL 33131-2399
                                    Telephone:    305-539-3300
                                    Facsimile:     305-358-7095
                                    Attention:     Clayton Parker, Esq.

         If to the Buyer:           Fusion Capital Fund II, LLC
                                    222 Merchandise Mart Plaza, Suite 9-112
                                    Chicago, IL 60654
                                    Telephone:    312-644-6644
                                    Facsimile:     312-644-6244
                                    Attention:      Steve G. Martin

         If to the Transfer Agent:  Securities Transfer Corporation
                                    2591 Dallas Parkway, Suite 102
                                    Frisco, TX 75034
                                    Telephone:    469-663-0101
                                    Facsimile:     469-633-0088
                                    Attention:      Kevin Halter

                   or at such other address and/or facsimile number and/or to
                   the attention of such other person as the recipient party has
                   specified by written notice given to each other party three
                   (3) Trading Days prior to the effectiveness of such change.
                   Written confirmation of receipt (A) given by the recipient of
                   such notice, consent, waiver or other communication, (B)
                   mechanically or electronically generated by the sender's
                   facsimile machine containing the time, date, and recipient
                   facsimile number or (C) provided by a nationally recognized
                   overnight delivery service, shall be rebuttable evidence of
                   personal service, receipt by facsimile or receipt from a
                   nationally recognized overnight delivery service in
                   accordance with clause (i), (ii) or (iii) above,
                   respectively.

(g)                Successors and Assigns. This Agreement shall be binding upon
                   and inure to the benefit of the parties and their respective
                   successors and assigns. The Company shall not assign this
                   Agreement or any rights or obligations hereunder without the
                   prior written consent of the Buyer, including by merger or
                   consolidation. The Buyer may not assign its rights or
                   obligations under this Agreement.

                                       3

<PAGE>

(h)                No Third Party Beneficiaries. This Agreement is intended for
                   the benefit of the parties hereto and their respective
                   permitted successors and assigns, and is not for the benefit
                   of, nor may any provision hereof be enforced by, any other
                   person.

(i)                Publicity.  The Buyer  shall have the right to approve before
                   issuance any press  release,  SEC filing or any other  public
                   disclosure made by or on behalf of the Company  whatsoever
                   with respect to, in any manner,  the Buyer,  its purchases
                   hereunder or any aspect of this Agreement or the transactions
                   contemplated  hereby;  provided, however,  that the Company
                   shall be entitled,  without the prior  approval of the Buyer,
                   to make any press release or other public  disclosure
                   (including any filings with the SEC) with respect to such
                   transactions as is required by  applicable  law and
                   regulations;  provided  however,  the Company and its counsel
                   must consult with the Buyer in connection with any such press
                   release or other public  disclosure at least two (2) Trading
                   Days prior to its  release.  The Buyer must be provided  with
                   a copy  thereof at least two (2) Trading Days prior to any
                   release or use by the Company thereof.  The Company agrees
                   and acknowledges  that its failure to fully comply with this
                   provision  constitutes a material  adverse  effect on its
                   ability to perform its obligations under this Agreement.

(j)                Further Assurances. Each party shall do and perform, or cause
                   to be done and performed, all such further acts and things,
                   and shall execute and deliver all such other agreements,
                   certificates, instruments and documents, as the other party
                   may reasonably request in order to carry out the intent and
                   accomplish the purposes of this Agreement and the
                   consummation of the transactions contemplated hereby.

(k)                Termination. This Agreement may be terminated only as
                   follows:

(i)                By the Buyer any time an Event of Default exists without any
                   liability or payment to the Company.  However,  if pursuant
                   to or within the meaning of any  Bankruptcy  Law,  the
                   Company  commences a voluntary  case or any Person commences
                   a proceeding  against the Company, a Custodian is appointed
                   for the Company or for all or substantially  all of its
                   property,  or the Company makes a general  assignment  for
                   the benefit of its creditors,  (any of which would be an
                   Event of Default as described in Sections 9(f),  9(g) and
                   9(h) hereof) this Agreement shall  automatically  terminate
                   without any liability or payment to the Company  without
                   further  action or notice by any Person.  No such termination
                   of this Agreement under this Section  11(k)(i)  shall  affect
                   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.

                                       4

<PAGE>

(ii)               In the event that the Commencement shall not have occurred,
                   the Company shall have the option to terminate this Agreement
                   for any reason or for no reason without liability of any
                   party to any other party.

(iii)              In the event that the Commencement shall not have occurred on
                   or before June 30, 2005, due to the failure to satisfy the
                   conditions set forth in Sections 6 and 7 above with respect
                   to the Commencement, the nonbreaching party shall have the
                   option to terminate this Agreement at the close of business
                   on such date or thereafter without liability of any party to
                   any other party.

(iv)               If by the Maturity Date (including any extension thereof by
                   the Company pursuant to Section 10(g) hereof), for any reason
                   or for no reason the full Available Amount under this
                   Agreement has not been purchased as provided for in Section 1
                   of this Agreement, by the Buyer without any liability or
                   payment to the Company.

(v)                At any time after the Commencement Date, the Company shall
                   have the option to terminate this Agreement for any reason or
                   for no reason by delivering notice (a "Company Termination
                   Notice") to the Buyer electing to terminate this Agreement
                   without any liability or payment to the Buyer. The Company
                   Termination Notice shall not be effective until one (1)
                   Trading Day after it has been received by the Buyer.

(vi)               This Agreement  shall  automatically  terminate on the date
                   that the Company sells and the Buyer  purchases the full
                   Available Amount as provided  herein,  without  any action or
                   notice on the part of any party.  Except as set forth in
                   Sections  11(k)(i) (in respect of an Event of Default under
                   Sections 9(f),  9(g) and 9(h)) 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 11, shall survive the
                   Commencement  and any  termination of this  Agreement.  No
                   termination of this Agreement shall affect the  Company's  or
                   the  Buyer's  rights or  obligations  (i) under the
                   Registration  Rights  Agreement  which shall survive any such
                   termination  or (ii) 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.

                                       5

<PAGE>

(l)                No Financial  Advisor,  Placement Agent,  Broker or Finder.
                   The Company  represents and warrants to the Buyer that it has
                   not engaged any  financial  advisor,  placement  agent,
                   broker or finder in connection  with the  transactions
                   contemplated  hereby.  The Buyer  represents  and  warrants
                   to the  Company  that it has not  engaged  any financial
                   advisor,  placement  agent,  broker or finder in connection
                   with the  transactions  contemplated hereby.  The  Company
                   shall be  responsible  for the  payment of any fees or
                   commissions,  if any, of any financial  advisor,  placement
                   agent,  broker or finder  relating  to or arising  out of the
                   transactions contemplated  hereby.  The Company shall pay,
                   and hold the Buyer harmless against,  any liability,  loss or
                   expense (including,  without limitation,  attorneys' fees and
                   out of pocket expenses) arising in connection with any such
                   claim.

(m)                No Strict Construction. The language used in this Agreement
                   will be deemed to be the language chosen by the parties to
                   express their mutual intent, and no rules of strict
                   construction will be applied against any party.

(n)                Remedies,  Other  Obligations,  Breaches and Injunctive
                   Relief.  The Buyer's  remedies  provided in this  Agreement
                   shall be cumulative and in addition to all other remedies
                   available to the Buyer under this Agreement,  at law or in
                   equity (including a decree of specific  performance and/or
                   other injunctive relief), no remedy of the Buyer contained
                   herein shall be deemed a waiver of compliance with the
                   provisions  giving rise to such remedy and nothing  herein
                   shall limit the Buyer's  right to pursue  actual  damages for
                   any failure by the Company to comply with the terms of this
                   Agreement.  The Company  acknowledges  that a breach by it of
                   its obligations hereunder  will cause  irreparable  harm to
                   the Buyer and that the remedy at law for any such breach may
                   be inadequate.  The Company therefore agrees that, in the
                   event of any such breach or threatened  breach,  the Buyer
                   shall be entitled,  in addition to all other  available
                   remedies,  to an injunction  restraining any breach,  without
                   the  necessity  of showing  economic  loss and without  any
                   bond or other  security  being required.

(o)                Enforcement Costs. If: (i) this Agreement is placed by the
                   Buyer in the hands of an attorney for enforcement or is
                   enforced by the Buyer through any legal proceeding; or (ii)
                   an attorney is retained to represent the Buyer in any
                   bankruptcy, reorganization, receivership or other proceedings
                   affecting creditors' rights and involving a claim under this
                   Agreement; or (iii) an attorney is retained to represent the
                   Buyer in any other proceedings whatsoever in connection with
                   this Agreement, then the Company shall pay to the Buyer, as
                   incurred by the Buyer, all reasonable costs and expenses
                   including attorneys' fees incurred in connection therewith,
                   in addition to all other amounts due hereunder.

                                       6

<PAGE>

(p)                Failure or Indulgence Not Waiver. No failure or delay in the
                   exercise of any power, right or privilege hereunder shall
                   operate as a waiver thereof, nor shall any single or partial
                   exercise of any such power, right or privilege preclude other
                   or further exercise thereof or of any other right, power or
                   privilege."

2.                 The Agreement shall further be amended wherever appropriate
                   to reflect the changes indicated above.



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                                       7

<PAGE>



         IN WITNESS WHEREOF the Parties have hereunto set their hands and seals
the day and year set above set forth.

                                                SAMARITAN PHARMACEUTICALS, INC.



                                                /s/ Dr. Janet Greeson
                                                --------------------------------
                                                By: Dr. Janet Greeson
                                                Its:  Chief Executive Officer

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



                                                /s/ Dr. Janet Greeson
                                                --------------------------------
                                                By: Steven G. Martin
                                                Title: President