Exhibit 10.16

                        CHANGE IN CONTROL SEVERANCE PLAN
                 FOR CERTAIN COVERED EXECUTIVES AND EMPLOYEES OF
                         SAMARITAN PHARMACEUTICALS, INC.

          WHEREAS, the Compensation Committee of the Board of Directors of
Samaritan Pharmaceuticals, Inc. (the "Committee") recognizes that the
possibility of a Change in Control (as hereinafter defined) exists and that the
threat, or the occurrence, of a Change in Control can result in significant
distraction of its personnel because of the uncertainties inherent in such a
situation;

          WHEREAS, the Compensation Committee of the Board has determined that
it is essential and in the best interest of the Company (as hereinafter defined)
and its stockholders to retain the services of the employees (the
"Participants") (as hereinafter defined) in the event of a threat, or
occurrence, of a Change in Control and to ensure the Participants' continued
dedication and efforts in such event without undue concern for the Participants'
personal financial and employment security; and

          WHEREAS, in order to induce the Participants to remain in the employ
of the Company, particularly in the event of a threat, or the occurrence, of a
Change in Control, the Company desires to establish this Change in Control
Severance Plan for Certain Covered Participants of Samaritan Pharmaceuticals,
Inc. (the "Plan") to provide the Participants with certain benefits in the event
of certain terminations of their employment in connection with a Change in
Control.

          NOW, THEREFORE, the Company does hereby establish the Plan, in
accordance with the following terms:

1. Term of Plan; Affect on Other Plans.

This Plan shall become effective on the Effective Date (as hereinafter defined)
and remain in effect for three (3) full years. However, at the end of such three
(3) year period and, if extended, at the end of each additional three (3) year
thereafter, the term of this Agreement shall be extended automatically for three
(3) additional years, unless either party delivers written notice six (6) months
prior to the end of such term, or extended term, stating that the Agreement will
not be extended. In such case, the Agreement will terminate at the end of the
term, or extended term, then in progress. However, in the event of a Change in
Control of the Company, (as hereinafter defined), the term of this Agreement
shall automatically be extended for three (3) years from the date of the Change
in Control.

This Plan shall not apply upon any termination of employment of the Participant
which occurs prior to a Change in Control except as provided in Section 4(a)
(ii) hereof. For purposes of this Plan, the foregoing provision shall constitute
the "Term" of this Plan. The termination of the Participant's employment with
any Employer (as hereinafter defined) shall not be deemed to be a termination of
employment for purposes of this Plan if the Participant continues thereafter to
be employed by any other Employer. This Plan supersedes any other severance plan
applicable to Participants in this Plan. This Plan does not affect any other
severance plan applicable to employees who are not Participants in this Plan.

2. Participants Covered.

This Plan shall apply to the Participants (as hereinafter defined) who are
employed by the Company for immediately prior to a Change in Control or
involuntarily terminated without Cause in anticipation of a Change in Control.

3. Definitions.

For purposes of this Plan, the following definitions shall apply:

<PAGE>

"Participant" shall mean the Chief Executive Officer, Chief Operating Officer,
Senior Vice Presidents, Vice Presidents, Directors and other employees of any
employer.

"Cause" shall mean the termination of a Participant due to:

(i)            The Participant's willful or continued failure to substantially
               perform his duties with the Company (other than any such failure
               resulting from the Participant's Disability), after a written
               demand for substantial performance is delivered to the
               Participant that specifically identifies the manner in which the
               Company believes that the Participant has not substantially
               performed his duties, and the Participant has failed to remedy
               the situation within thirty (30) business days of such written
               notice from the Company; or

(ii)           The Participant's willful engaging in conduct that is
               demonstrably and materially injurious to the Company, monetarily
               or otherwise. However, no act or failure to act on the
               Participant's part shall be deemed "willful" unless done, or
               omitted to be done, by the Participant not in good faith and
               without reasonable belief that the action or omission was in the
               best interests of the Company.; or

(iii)          The conviction of a felony that results in personal enrichment
               for the Participant at the expense of the company.

"Change of Control" means


         (a) any "person" (as such term is used in Sections 13(d) and 14(d) of
         the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
         other than a trustee or other fiduciary holding securities of the
         Company under an employee benefit plan of the Company, becomes the
         "beneficial owner" (as defined in Rule 13d-3 promulgated under the
         Exchange Act), directly or indirectly, of securities of the Company
         representing 35% or more of (A) the outstanding shares of common stock
         of the Company or (B) the combined voting power of the Company's
         then-outstanding securities;

         (b) the Company is party to a merger or consolidation, or series of
         related transactions, which results in the voting securities of the
         Company outstanding immediately prior thereto failing to continue to
         represent (either by remaining outstanding or by being converted into
         voting securities of the surviving or another entity) at least fifty
         (50%) percent of the combined voting power of the voting securities of
         the Company or such surviving or other entity outstanding immediately
         after such merger or consolidation;


         (c) the sale or disposition of all or substantially all of the
         Company's assets (or consummation of any transaction, or series of
         related transactions, having similar effect);

         (d) there occurs a change in the composition of the Board of Directors
         of the Company within a three-year period, as a result of which fewer
         than a majority of the directors are Incumbent Directors;


         (e) the dissolution or liquidation of the Company; or


         (f) any transaction or series of related transactions that has the
         substantial effect of any one or more of the foregoing.

"Disability" shall mean the Participant's absence from the full-time performance
of the Participant's duties (as such duties existed immediately prior to such
absence) for 180 consecutive business days, when the Participant is disabled as
a result of incapacity due to physical or mental illness.

<PAGE>

"Effective Date" means the date this Agreement is approved by the Board or the
Committee, or such other date as the Board or Committee shall designate in its
resolution approving this Agreement, and as specified in the Term of Plan
section of this Agreement.

"Employer" shall mean the Company or any subsidiary thereof, or any successors
in interest thereto or acquiror thereof.

"Good Reason" shall mean the occurrence, during the Term of this Plan, of any of
the following without the Participant's express written consent:

                    (i) a reduction in Participant's title or the assignment of
                Participant to duties which result in a substantial diminution
                of Participant's position, duties or responsibilities as in
                existence prior to the Change in Control, excluding an isolated
                and/or, inadvertent action which is remedied by Employer within
                thirty (30) days after written notice of the same is given by
                Participant to Employer or a temporary or occasional assignment
                (not to exceed 90 business days) by the Board or the
                Participant's management made for reasons of business necessity
                in the good faith judgment of the Board or the Participant's
                management;

                    (ii) any reduction of more than 10% in the Participant's
                annual base salary or cash bonus percentage target from the
                annual base salary or cash bonus percentage target in effect
                prior to the Change in Control;

                    (iii) any requirement that Participant be based at location
                more than 50 miles from the location at which the Participant
                was based prior to the Change in Control;

                    (iv) any failure by the Company to obtain from any
                successors in interest to, or acquiror of, the Company a written
                agreement reasonably satisfactory to the Participant to assume
                and perform this Plan, as contemplated by Section 13(a) hereof;
                and

                     (v) any violation of a material term of this Plan by
                Employer or Employer's successors in interest. In no event will
                failure by a Participant to claim that an event meeting any of
                the elements of the foregoing definition be deemed to be a
                waiver of the Participant's right to terminate his or her
                employment for Good Reason, unless that claim is not filed
                within one year of the Effective Date, as previously defined, of
                a Change of Control.

"Notice of Termination" shall mean a written notice which shall indicate the
specific termination provision in this Plan relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Participant's employment under the provisions so indicated.

"Retirement" shall mean a voluntary termination of employment by the Participant
pursuant to late, normal or early retirement under a qualified pension plan
(which may include a defined benefit plan or a defined contribution plan)
sponsored by an Employer, as defined in such plan, but only if such retirement
occurs prior to a termination by an Employer without Cause or by the Participant
for Good Reason.

4. Termination of Employment; Compensation Upon Termination of Employment.

(a) Termination without Cause by the Company or for Good Reason by the
Participant.

         (i) The Participant shall be entitled to the compensation provided for
         in Section 4(b) hereof, if, within twelve months after the Effective
         Date of a Change in Control, the Participant's employment by an
         Employer shall be terminated (A) by an Employer for any reason other
         than the Participant's Disability or Retirement, the Participant's
         death, or for Cause, or (B) by the Participant with Good Reason.

         (ii) In addition, the Participant shall be entitled to the compensation
         provided for in Section 4(b) hereof, if the following events occur:

<PAGE>

                  (A) an agreement is signed which, if consummated, would result
in a Change in Control,
                  (B) the Participant is terminated without Cause by an Employer
                  or terminates employment with Good Reason prior to the
                  anticipated Change in Control, and

                  (C) such termination (or the action leading to the termination
                  of employment in the case of Good Reason) is at the request or
                  suggestion of the Board, acquiror or merger partner or
                  otherwise in connection with the anticipate Change in Control.

(b) Compensation Upon Termination of Employment upon a Change in Control.

If, during the Term of this Plan, the Participant's employment by an Employer
shall be terminated in accordance with Section 4(a) (the "Termination"), the
Participant shall be entitled to all of the following payments and benefits:

(i) Severance.

         The Company shall pay or cause to be paid to the Participant a cash
         severance calculated based on a multiplier of four (4) months of base
         salary for every year of service up to maximum in accordance with the
         chart below:

         Job Title/Job Category              Severance Multiplier Maximum
         -----------------------------       -----------------------------------
         Other Designated Participants       Twenty Four Months
         Director                            Twenty Four Months
         Vice President                      Twenty Four Months
         Senior Executive                    Twenty Four Months
         Chief Financial Officer             Thirty Six Months
         Chief Executive Officer             Thirty Six Months

         The severance amount equals the applicable multiplier times the sum of

         (A) the Participant's highest annual rate of base salary as reported on
         the participants W-2 for employee or on the participants 1099 for
         directors within the thirty six (36) month period immediately preceding
         the Effective Date of the Change in Control and

         (B) the Participant's maximum annual target bonus in effect upon the
         date of the Change in Control under the Company's bonus plan OR the
         Participant's actual earned commission incentive for the last two
         quarters, which will be annualized, prior to the Change in Control, not
         to exceed the target at 100% of achievement as defined in the Company's
         Sales Incentive Plan in effect upon the date of the Change in Control.

         For purposes of this Plan, Sales Participants shall have a bonus target
         calculated at 40% of base salary. This cash severance amount shall be
         payable in a lump sum calculated without any discount.

         (ii) Additional Payments and Benefits. The Participant shall also be
         entitled to:

         (A) a lump sum cash payment equal to the sum of (I) the Participant's
         accrued but unpaid annual base salary through the date of Termination,
         and (II) any accrued, unused vacation pay, in each case, in full
         satisfaction of Participant's rights thereto.

         (B) Participant and his/her dependents shall then be eligible to
         receive medical coverage under COBRA in accordance with the terms of
         COBRA coverage offered to the Company's employees. The Company or
         successors shall not be responsible for a Participant's failure to
         elect COBRA coverage in accordance with the materials distributed to
         the Participant.

<PAGE>

         (C) all other accrued or vested benefits in accordance with the terms
         of the applicable plan (i.e., the 401(k) plan), which shall be vested
         as of the date of Termination

         (iii) All lump sum payments under Section 4(b) shall be paid as soon as
         administratively possible but no later than 21 business days after
         Participant's executed, written release is received, processed, and
         becomes binding on Participant and Company.

(c) Withholding. Payments and benefits provided pursuant to Section 4(b) shall
be subject to any applicable payroll and other taxes required to be withheld.

5. Compensation Upon Termination for Death, Disability or Retirement.

If a Participant's employment is terminated by reason of Death, Disability or
Retirement prior to any Termination, and not in anticipation of a Change in
Control, Participant will receive:(a) the sum of (i) Participant's accrued but
unpaid base salary through the date of termination of employment, and (ii) any
accrued, unused vacation pay; and (b) other accrued or vested benefits in
accordance with the terms of the applicable plan.

6. Notice of Termination.

(a) Termination for Cause after Change of Control.

Termination of the Participant for Cause shall be made by delivery to the
Participant of a Notice of Termination (as defined above), given to the
Participant after the Participant has been given thirty (30) days prior written
notice of the Company's intent to terminate the Participant for Cause,
specifying the basis for such termination and the particulars thereof. The
Notice of Termination shall state that, in the reasonable judgment of the
Company, the conduct or event set forth in any of clauses (i) through (iii) of
the definition of Cause set forth in Section 3 above has occurred and that such
occurrence warrants the Participant's termination of employment for Cause.

(b) Termination for Good Reason after Change of Control.

In the event that the Participant provides the Company with a Notice of
Termination (as defined above) referencing the definition of Good Reason set
forth in Section 3 above, the Company shall have thirty (30) days after receipt
of written notice to resolve the circumstances alleged to constitute Good
Reason. The Participant's written notice must specify the particular
circumstances alleged to constitute Good Reason and Participant's intention to
terminate his or her employment unless circumstances giving rise to such Good
Reason are cured within such thirty (30) day period.

(c) Miscellaneous.

Any purported termination of the Participant's employment after Change of
Control (other than on account of Participant's death) with an Employer shall be
communicated by a Notice of Termination to the Participant, if such termination
is by an employer, or to an Employer, if such termination is by the Participant.
For purposes of this Plan, no purported termination of Participant's employment
with an Employer shall be effective without such a Notice of Termination having
been given.

7. Confidentiality, No Solicitation; Non-Disparagement.

(a) The Participant shall retain in confidence any and all confidential
information concerning the Employer and its respective businesses which is now
known or hereafter becomes known to the Participant, except as otherwise
required by law and except information (i) ascertainable or obtained from public
information, (ii) received by the Participant at any time after the
Participant's employment by the Employer shall have terminated, from a third
party not employed by or otherwise affiliated with the Employer or (iii) which
is or becomes known to the public by any means other than a breach of this
Section 7,

<PAGE>

(b) The Participant acknowledges and recognizes the highly competitive nature of
the businesses of the Employer and its affiliates and, accordingly, agrees that,
without the Company's prior written consent, the Participant shall not, directly
or indirectly, at any time during the twelve (12) month period following the
date of Termination, offer unsolicited employment to any person who has been
employed by the Company at any time during the three months immediately
preceding the date of Termination. This provision remains in effect for the time
frame after termination equal to the severance calculation multiplier referenced
in section 4(B)(i)

(c) The Participant shall not in any way publicly disparage the Employer or any
shareholders, directors, officers, or employees thereof at any time; provided,
that in the event of any such occurrence, Employer shall be entitled to
immediately cease any payments and benefits to which the Participant would
otherwise be entitled pursuant to this Plan. For purposes of this Section 7(c),
the commencement or continuation of any legal proceedings involving matters such
as Participant's performance, conduct, etc., shall not constitute
"disparagement."

(d) The provisions of this Section 7 are supplemental to, and do not supercede,
any other obligations the Participant has to the Company.

8. Non-Exclusivity of Rights.

Nothing in this Plan shall prevent or limit the Participant's continuing or
future participation in any benefit, bonus, incentive or other plan or program
provided by the Company and for which the Participant may qualify, nor shall
anything herein limit or reduce such rights as the Participant may have under
any written agreements with the Company (although any such severance benefits
reduce the severance payable under this Plan). Amounts which are vested benefits
or which the Participant is otherwise entitled to receive under any plan or
program of the Company shall be payable in accordance with such plan or program,
except as explicitly modified by this Plan.

9. Third Party Beneficiary; Joint and Several Liability.

(a) Each Participant covered under this Plan shall have third party beneficiary
rights with respect to the Participant's rights and entitlements hereunder and
may file suit on his or her behalf in a court of competent jurisdiction to
enforce such rights and entitlements.

(b) Each entity included in the definition of "Employer" and any successors or
assigns shall be jointly and severally liable with the Company under this Plan.


10. Governing Law; Venue.

 This Plan shall be governed by and construed in accordance with the laws of
Nevada, without giving effect to principles of conflicts of law, provided that
matters of corporate law, including issuance of shares of common stock of the
Company, shall be governed by Nevada Revised Statutes. Any suit with respect
hereto will be brought in the federal or state courts in the districts of
Nevada, and the parties hereby agree and submit to the personal jurisdiction and
venue thereof.

11. Successors and Assignment.

(a) This Plan shall be binding upon and shall inure to the benefit of the
Company, its successors and assigns, and the Company shall explicitly require
any successor or assign to expressly assume and agree to maintain this Plan and
to perform under this Plan to the same extent that the Company would be required
to perform under the Plan if no such succession or assignment had taken place.
As used in this Plan, "Company" shall mean (i) the Company as hereinbefore
defined, and (ii) any successor to all the stock of the Company or to all or
substantially all of the Company's business or assets (other than with respect
to sales of assets in the ordinary course of business, securitization and whole
loan sales provided by the Company's interim and permanent financing
arrangements) which executes and delivers an agreement provided for in this
Section 113(a) or which otherwise becomes bound by all the terms and provisions
of this Plan by operation of law, including any parent or subsidiary of such a
successor.

<PAGE>

(b) This Plan shall inure to the benefit of and be enforceable by the
Participant's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If the Participant
should die while any amount would be payable to the Participant hereunder if the
Participant had continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Plan to the
Participant's estate or designated beneficiary. Neither this Plan nor any right
arising hereunder may be assigned or pledged by the Participant.

12. Severability.

The provisions of this Plan shall be deemed severable, and the invalidity or
unenforceability of any provision hereof shall not affect the validity or
enforceability of the other provisions hereof.

13. Right to Interpret Plan; Amendment or Termination. (a) Exclusive Discretion.

The Plan Administrator shall have the exclusive and final discretion and
authority to establish rules, forms, and procedures for the administration of
the Plan, and to construe and interpret the Plan and to decide any and all
questions of fact, interpretation, definition, computation or administration
arising in connection with the operation of the Plan, including, but not limited
to, the eligibility to participate in the Plan and amount of benefits paid under
the Plan. The rules, interpretations, computations and other actions of the Plan
Administrator shall be binding and conclusive on all persons. (b) Amendment or
Termination. The Company also reserves the right to amend or discontinue this
Plan or the benefits provided hereunder at any time. However, this Plan may not
be amended or terminated during the period commencing on the date of a Change in
Control and ending on the twelfth month following the Change in Control. In
addition, no such amendment or termination after the inception of this Plan
shall affect the right to any unpaid benefit of any Eligible Employee whose
termination date has occurred prior to amendment or termination of the Plan. Any
action amending or terminating the Plan shall be in writing and executed by the
Chief Executive Officer or Chief Financial Officer of the Company.

14. No Implied Employment Contract.

The Plan shall not be deemed (i) to give any employee or other person any right
to be retained in the employ of the Company or (ii) to interfere with the right
of the Company to discharge any employee or other person at any time and for any
reason, which right is hereby reserved.

15. Legal Construction.

This Plan is intended to be governed by and shall be construed in accordance
with the Employee Retirement Income Security Act of 1974 ("ERISA") and, to the
extent not preempted by ERISA, the laws of the State of Nevada.

16. Claims, Inquiries and Appeal.

(a) Applications for Benefits and Inquiries.

Any application for benefits, inquiries about the Plan or inquiries about
present or future rights under the Plan must be submitted to the Plan
Administrator in writing. The Plan Administrator will make a decision in its
sole discretion. The Plan Administrator is: the Compensation Committee of the
Board of Directors of Samaritan Pharmaceuticals, Inc. Inquiries to the Plan
Administrator should be addressed to:

                    Samaritan Pharmaceuticals, Inc.
                    101 Convention Center Drive, Suite 310
                    Las Vegas, NV 89109

<PAGE>

(b) Denial of Claims.

In the event that any application for benefits is denied in whole or in part,
the Plan Administrator must notify the applicant, in writing, of the denial of
the application, and of the applicant's right to review the denial. The written
notice of denial will be set forth in a manner designed to be understood by the
employee, and will include specific reasons for the denial, specific references
to the Plan provision upon which the denial is based, a description of any
information or material that the Plan Administrator needs to complete the review
and an explanation of the Plan's review procedure.

This written notice will be given to the employee within 90 days after the Plan
Administrator receives the application, unless special circumstances require an
extension of time, in which case, the Plan Administrator has up to an additional
90 days for processing the application. If an extension of time for processing
is required, written notice of the extension will be furnished to the applicant
before the end of the initial 90-day period. In the event that the claim relates
to a Participant's benefits payable due to Disability under the Plan, the time
periods in this section shall be replaced with a 45 day initial period and a 30
day extension period.

 This notice of extension will describe the special circumstances necessitating
the additional time and the date by which the Plan Administrator is to render
its decision on the application. If written notice of denial of the application
for benefits is not furnished within the specified time, the application shall
be deemed to be denied. The applicant will then be permitted to appeal the
denial in accordance with the Review Procedure described below.

(c) Request for a Review.

Any person (or that person's authorized representative) for whom an application
for benefits is denied (or deemed denied), in whole or in part, may appeal the
denial by submitting a request for a review to the Plan Administrator within
sixty (60) days after the application is denied (or deemed denied). The Plan
Administrator will give the applicant (or his or her representative) an
opportunity to review pertinent documents in preparing a request for a review. A
request for a review shall be in writing and shall be addressed to:

              Samaritan Pharmaceuticals, Inc.
              101 Convention Center Drive, Suite 310
              Las Vegas, NV 89109

A request for review must set forth all of the grounds on which it is based, all
facts in support of the request and any other matters that the applicant feels
are pertinent. The Plan Administrator may require the applicant to submit
additional facts, documents or other material as it may find necessary or
appropriate in making its review.

(d) Decision on Review.

The Plan Administrator will act on each request for review within sixty (60)
days after receipt of the request, unless special circumstances require an
extension of time (not to exceed an additional sixty (60) days), for processing
the request for a review. If an extension for review is required, written notice
of the extension will be furnished to the applicant within the initial 60-day
period. In the event that the appeal relates to a Participant's benefits payable
due to a Disability under the Plan, the 60 day time periods in this section will
be replaced with 45 day periods. The Plan Administrator will make a decision in
its sole and final discretion and give prompt, written notice of its decision to
the applicant. In the event that the Plan Administrator confirms the denial of
the application for benefits in whole or in part, the notice will outline, in a
manner calculated to be understood by the applicant, the specific Plan
provisions upon which the decision is based.

(e) Rules and Procedures.

<PAGE>

The Plan Administrator will establish rules and procedures, consistent with the
Plan and with ERISA, as necessary and appropriate in carrying out its
responsibilities in reviewing benefit claims. The Plan Administrator may require
an applicant who wishes to submit additional information in connection with an
appeal from the denial (or deemed denial) of benefits to do so at the
applicant's own expense. (f) exhaustion of Remedies. No legal action for
benefits under the Plan may be brought until the claimant (i) has submitted a
written application for benefits in accordance with the procedures described by
Section 16(a) above, (ii) has been notified by the Plan Administrator that the
application is denied (or the application is deemed denied due to the Plan
Administrator's failure to act on it within the established time period), (iii)
has filed a written request for a review of the application in accordance with
the appeal procedure described in Section 16(c) above and (iv) has been notified
in writing that the Plan Administrator has denied the appeal.

17. Basis Of Payments To And From Plan.

All benefits under the Plan shall be paid by the Company. The Plan shall be
unfunded, and benefits hereunder shall be paid only from the general assets of
the Company.

18. Excise Tax

In the event that any payments or benefits to be received by one or more of
Executives in connection with a Change in Control (collectively, the "Payments")
will be subject to the excise tax (the "Excise Tax") imposed under Section 4999
of the Internal Revenue Code of 1986, as amended from time to time (the "Code"),
then, subject to the two paragraphs immediately following this paragraph,
Company shall pay to each Executive an additional amount (the "Gross-Up
Payment") such that the net amount retained by each Executive, after deduction
of any Excise Tax on the Payments and any Federal, state and local income and
employment taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the
Payments to each Executive; provided, however, that in no event shall the
Gross-Up Payment to the Executives exceed One Million Dollars in the aggregate.
In the event that the Gross-Up Payment would exceed One Million Dollars in the
aggregate, the Gross-Up Payment shall be divided between the Executives on a pro
rata basis based upon their relative exposure to the Excise Tax (calculated
without giving effect to any portion of the Gross-Up Payment). The Gross-Up
Payment shall be made by Company to each Executive immediately upon the payment
to each such Executive of the Payments.

Notwithstanding the foregoing, in the event that (i) the Gross-Up Payment to the
Executives would, but for the limitations set forth in the paragraph above,
exceed One Million Dollars in the aggregate, and (ii) an Executive becomes
entitled to a pro rata portion of the Gross-Up Payment based upon his or her
relative exposure to the Excise Tax (as provided above), then, notwithstanding
the foregoing, such Executive's Payments shall not exceed the Reduced Amount.
The "Reduced Amount" shall be either (x) the largest portion of the Payments
that would result in no portion of the Payments being subject to the Excise Tax
or (y) the largest portion of the Payments, up to and including the total
Payments, whichever amount, after taking into account (I) all applicable
federal, state and local employment taxes, income taxes and the Excise Tax (all
computed at the highest applicable marginal rate) and (II) the Gross-Up Payment,
results in the Executive's receipt, on an after-tax basis, of the greater amount
of the Payments notwithstanding that all or some portion of the Payments may be
subject to the Excise Tax. If a reduction in payments or benefits constituting
"parachute payments" is necessary so that the Payments equal the Reduced Amount,
reduction shall occur in the following order unless the Executive elects in
writing a different order (provided, however, that such election shall be
subject to Company approval if made on or after the date on which the event that
triggers the Payments occur: reduction of the Gross-Up Payment; reduction of
other cash payments; cancellation of accelerated vesting of stock awards;
reduction of employee benefits. If acceleration of vesting of stock award
compensation is to be reduced, such acceleration of vesting shall be cancelled
in the reverse order of the date of grant of the Executive's stock awards unless
the Executive elects in writing a different order for cancellation.

<PAGE>

Except as otherwise provided in a written agreement between the Company and a
Participant, any determination required under the immediately preceding
paragraph shall be made in writing in good faith by the Accounting Firm (as
defined below). For purposes of making the calculations required by this
paragraph, the Accounting Firm may make reasonable assumptions and
approximations concerning applicable taxes and may rely on reasonable, good
faith interpretations concerning the application of the Code and other
applicable legal authority. The Company and the Executive shall furnish to the
Accounting Firm such information and documents as the Accounting Firm may
reasonably request in order to make such a determination. The Company shall bear
all costs the Accounting Firm may reasonably incur in connection with any
calculations contemplated by this paragraph.

For purposes of determining whether any of the Payments will be subject to the
Excise Tax and the amount of such Excise Tax, (A) all of the Payments shall be
treated as "parachute payments" (within the meaning of Section 280G(b)(2) of the
Code) unless, in the opinion of an accounting firm or consulting firm with
particular expertise regarding Excise Tax ("Accounting Firm") reasonably
acceptable to each Executive and selected by the accounting firm which was,
immediately prior to the Change in Control, Company's independent auditor (the
"Auditor"), such payments or benefits (in whole or in part) should not be
treated by the courts as subject to the Excise Tax, (B) all "excess parachute
payments" within the meaning of Section 280G(b)(1) of the Code shall be treated
as subject to the Excise Tax unless, in the opinion of Accounting Firm, such
excess parachute payments (in whole or in part) should not be treated by the
courts as subject to the Excise Tax, and (C) the value of any noncash benefits
or any deferred payment or benefit shall be determined by the Auditor in
accordance with the principles of Sections 280G(d)(3) and (4) of the Code. The
Accounting Firm shall not be a firm providing auditing or accounting services to
any entity involved in the Change of Control. Fees and expenses of Accounting
Firm and the Auditor shall be borne solely by Company.

For purposes of determining the amount of the Gross-Up Payment, each Executive
shall be deemed to pay Federal income tax at the highest marginal rate of
Federal income taxation in the calendar year in which the Gross-Up Payment is to
be made and state and local income taxes at the highest marginal rate of
taxation in the state and locality of each Executive's residence in the calendar
year in which the Gross-Up Payment is to be made, net of the maximum reduction
in Federal income taxes which could be obtained from deduction of such state and
local taxes.

19. Other Plan Information.

(a) Employer and Plan Identification Numbers. The Employer Identification Number
assigned to the Company (which is the "Plan Sponsor" as that term is used in
ERISA) by the Internal Revenue Service is 88-0431538. The Plan Number assigned
to the Plan by the Plan Sponsor pursuant to the instructions of the Internal
Revenue Service is 3000

(b) Ending Date for Plan's Fiscal Year. The date of the end of the fiscal year
for the purpose of maintaining the Plan's records is December 31, 2006, and
December 31 of every calendar year thereafter.

(c) Agent for the Service of Legal Process. The agent for the service of legal
process with respect to the Plan is:

               Samaritan Pharmaceuticals, Inc.
               101 Convention Center Drive, Suite 310
               Las Vegas, NV 89109


(d) Plan Sponsor and Administrator.

The "Plan Sponsor" and the "Plan Administrator" of the Plan is the Compensation
Committee of the Board of Directors of Samaritan Pharmaceuticals, Inc. Inquiries
to the Plan Administrator should be addressed to:

               Samaritan Pharmaceuticals, Inc.
               101 Convention Center Drive, Suite 310
               Las Vegas, NV 89109

The Plan Administrator is the named fiduciary charged with the responsibility
for administering the Plan.

<PAGE>

20. Statement Of ERISA Rights

Participants in this Plan (which is a welfare benefit plan sponsored by Network
Access Solutions Corporation) are entitled to certain rights and protections
under ERISA. If you are an Eligible Employee, you are considered a participant
in the Plan and, under ERISA, you are entitled to: (a) Examine, without charge,
at the Plan Administrator's office and at other specified locations, such as
work sites, all documents governing the Plan and copies of all documents filed
by the Plan with the U.S. Department of Labor, such as detailed annual reports;
(b) Obtain copies of all Plan documents and Plan information upon written
request to the Plan Administrator. The Administrator may make a reasonable
charge for the copies; (c) Receive a summary of the Plan's annual financial
report, in the case of a plan which is required to file an annual financial
report with the Department of Labor. (Generally, all pension plans and welfare
plans with 100 or more participants must file these annual reports.) The Plan
Administrator is required by law to furnish each Participant with a copy of this
summary annual report. In addition to creating rights for Plan participants,
ERISA imposes duties upon the people responsible for the operation of the
employee benefit plan. The people who operate the Plan, called "fiduciaries" of
the Plan, have a duty to do so prudently and in the interest of you and other
Plan participants and beneficiaries. No one, including your employer or any
other person, may fire you or otherwise discriminate against you in any way to
prevent you from obtaining a Plan benefit or exercising your rights under ERISA
If your claim for a Plan benefit is denied in whole or in part, you must receive
a written explanation of the reason for the denial. You have the right to have
the Plan review and reconsider your claim. Under ERISA, there are steps you can
take to enforce the above rights. For instance, if you request materials from
the Plan and do not receive them within thirty (30) days, you may file suit in a
federal court. In such a case, the court may require the Plan Administrator to
provide the materials and pay you up to $110 a day until you receive the
materials, unless the materials were not sent because of reasons beyond the
control of the Plan Administrator. If you have a claim for benefits that is
denied or ignored, in whole or in part, you may file suit in a state or federal
court. If it should happen that the Plan fiduciaries misuse the Plan's money, or
if you are discriminated against for asserting your rights, you may seek
assistance from the U.S. Department of Labor, or you may file suit in a federal
court. The court will decide who should pay court costs and legal fees. If you
are successful, the court may order the person you have sued to pay these costs
and fees. If you lose, the court may order you to pay these costs and fees, for
example, if it finds your claim is frivolous.

If you have any questions about the Plan, you should contact the Plan
Administrator. If you have any questions about your rights under ERISA, you
should contact the nearest office of the Pension and Welfare Benefits
Administration, U.S. Department of Labor, listed in your telephone directory or
the Division of Technical Assistance and Inquiries, Employee Benefits Security
Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W.,
Washington, DC 20210.

21. Execution.

To record the adoption of the Plan as set forth herein, effective as of May 30,
2006, has caused its duly authorized Director to execute this Plan Document this
30th day of May, 2006.


                               By: /s/ Cynthia Thompson
                                   ------------------------------------
                                   Name:  Cynthia Thompson
                                   Title: Chairman of the Compensation Committee