Change In Control Severance Plan - SAMARITAN PHARMACEUTICALS INC - 8-14-2006

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					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:
"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.
"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:
(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.
(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,
(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.
(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
(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.
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.
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.
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
Exhibit 10.17

                           SAMARITAN PHARMACEUTICALS, INC.
                     DIRECTOR/OFFICER'S INDEMNIFICATION AGREEMENT

This Indemnification Agreement ("Agreement") is made as of ______________ by and between Samaritan
Pharmaceuticals, Inc., a Nevada corporation (the "Company"), and ________________ ("Indemnitee").

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as
Indemnitee, to serve the Company;

WHEREAS, in order to induce Indemnitee to continue to provide services to the Company, the Company wishes
to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent
permitted by law;

The stockholders of the Corporation have adopted articles of incorporation (the "Articles") and by-laws (the
"By-laws") providing for the indemnification of the directors, officers, employees and agents of the Corporation to
the maximum extent authorized by Section 78.751 of the Nevada Revised Statutes of 1957, as amended to date
(the "NRS").

WHEREAS, the Bylaws and the NRS expressly provide that the indemnification provisions set forth therein are
not exclusive, and thereby contemplate that contracts may be entered into between the Company and members
of the board of directors, officers and other persons with respect to indemnification;

WHEREAS, the Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for the
Company's directors, officers, employees, agents and fiduciaries, the significant and continual increases in the cost
of such insurance and the general trend of insurance companies to reduce the scope of coverage of such
insurance;

WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate litigation in
general, subjecting directors, officers, employees, agents and fiduciaries to expensive litigation risks at the same
time as the availability and scope of coverage of liability insurance provide increasing challenges for the Company;

WHEREAS, Indemnitee does not regard the protection currently provided by applicable law, the Company's
governing documents and available insurance as adequate under the present circumstances, and the Indemnitee
and certain other directors, officers, employees, agents and fiduciaries of the Company may not be willing to
continue to serve in such capacities without additional protection;

WHEREAS, the Board of Directors of the Company (the "Board") has determined that the increased difficulty in
attracting and retaining highly qualified persons such as Indemnitee is detrimental to the best interests of the
Company's stockholders and that the Company should act to assure such persons that there will be increased
certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify,
and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they
will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and

WHEREAS, this Agreement is a supplement to and in furtherance of the indemnification provided in the Bylaws
and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or
abrogate any rights of Indemnitee thereunder.
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and
Indemnitee do hereby covenant and agree as follows:

Section 1. Services to the Company.

Indemnitee agrees to serve as a director and/or officer of the Company. Indemnitee may at any time and for any
reason resign from such position (subject to any other contractual obligation or any obligation imposed by
operation of law), in which event the Company shall have no obligation under this Agreement to continue
Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company
(or any of its subsidiaries or any Enterprise) and Indemnitee. The foregoing notwithstanding, this Agreement shall
continue in force after Indemnitee has ceased to serve as a director of the Company.

Section 2. Definitions

As used in this Agreement:

(a) "Corporate Status" describes the status of a person who is or was a director, officer, employee or agent of
the Company or of any other corporation, partnership or joint venture, trust, employee benefit plan or other
enterprise which such person is or was serving at the request of the Company.

(b) "Enterprise" shall mean the Company and any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a
director, officer, employee, agent or fiduciary.

(c) "Expenses" shall include all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery
service fees, and all other disbursements or expenses of the types customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or
otherwise participating in, a Proceeding. Expenses also shall include Expenses incurred in connection with any
appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs
relating to any cost bond, supersedes bond, or other appeal bond or its equivalent. Expenses, however, shall not
include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(d) "Independent Counsel" means a law firm, or a partner (or, if applicable, member) of such a law firm, that is
experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to
represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to
matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification
agreements), or
(ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the
foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in representing either the Company or
Indemnitee in an action to determine Indemnitee's rights under this Agreement. The Company agrees to pay the
reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel
against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its
engagement pursuant hereto.

(e) The term "Proceeding" shall include any threatened, pending or completed action, suit, arbitration, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or
completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal,
administrative or investigative nature, in which Indemnitee was, is or will be involved as a party or otherwise by
reason of the fact that Indemnitee is or was a director of the Company, by reason of any action taken by him or
of any action on his part while acting as a director of the Company, or by reason of the fact that he is or was
serving at the request of the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, in each case whether or not serving in
such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or
advancement of expenses can be provided under this Agreement; provided, however, that the term "Proceeding"
shall not include any action, suit or arbitration initiated by Indemnitee to enforce Indemnitee's rights under this
Agreement.
Section 3. Indemnity in Third-Party Proceedings.

The Company shall indemnify Indemnitee in accordance with the provisions of this
Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a
Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3,
Indemnitee shall be indemnified against all Expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by Indemnitee or on his behalf in connection with such Proceeding or any claim, issue or
matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Company and, in the case of a criminal proceeding, had no reasonable cause to believe
that his conduct was unlawful. Indemnitee shall not enter into any settlement in connection with a Proceeding
without ten (10) days prior written notice to the Company.

Section 4. Indemnity in Proceedings by or in the Right of the Company.

The Company shall indemnify Indemnitee in accordance with the provisions of this
Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the
right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be
indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection with such
Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be
made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally
adjudged by a court to be liable to the Company, unless and only to the extent that the Nevada Court of
Chancery (the "Nevada Court") or any court in which the Proceeding was brought shall determine upon
application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is
fairly and reasonably entitled to indemnification for such expenses as the Nevada Court or such other court shall
deem proper.

Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful.

Notwithstanding any other provisions of this Agreement, to the extent that Indemnitee is a party to or a
participant in and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or
matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and
reasonably incurred by him in connection therewith. If Indemnitee is not wholly successful in such Proceeding but
is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such
Proceeding, the Company shall indemnify Indemnitee against (a) all Expenses actually and reasonably incurred by
him or on his behalf in connection with each successfully resolved claim, issue or matter and (b) any claim, issue
or matter related to any such successfully resolved claim, issue or matter. For purposes of this Section and
without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without
prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 6. Indemnification For Expenses of a Witness.

Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his
Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against
all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.
Section 7. Additional Indemnification.

(a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest
extent permitted by law if Indemnitee is a party to or is threatened to be made a party to any Proceeding
(including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection
with the Proceeding.

(b) For purposes of Section 7(a), the meaning of the phrase "to the fullest extent permitted by law" shall include,
but not be limited to:

(i) to the fullest extent permitted by the provision of the NRS that authorizes or contemplates additional
indemnification by agreement, or the corresponding provision of any amendment to or replacement of the NRS or
such provision thereof; and

(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the NRS adopted after
the date of this Agreement that increase the extent to which a corporation may indemnify its officers and
directors.

Section 8. Exclusions.

Notwithstanding any provision in this Agreement to the contrary, the Company shall not be obligated under this
Agreement to make any indemnity:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other
indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or
other indemnity provision;

(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of
securities of the Company within the meaning of
Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or
common law;

(c) for claims initiated or brought by Indemnitee, except (i) with respect to actions or proceedings brought to
establish or enforce a right to receive Expenses or indemnification under this Agreement or any other agreement
or insurance policy or under the Company's Certificate of Incorporation (the "Charter") or Bylaws now or
hereafter in effect relating to indemnification,
(ii) if the Board has approved the initiation or bringing of such claim, or
(iii) as otherwise required under Nevada law; or

(d) for which payment is prohibited by applicable law.

Section 9. Advances of Expenses.

The Company shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in
connection with any Proceeding, and such advancement shall be made within twenty (20) days after the receipt
by the Company of a statement or statements requesting such advances (which shall include invoices received by
Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any
references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege
accorded by applicable law shall not be included with the invoice) from time to time, whether prior to or after
final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made
without regard to Indemnitee's ability to repay the expenses and without regard to Indemnitee's ultimate
entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all
reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses
incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee
shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall
constitute an undertaking providing that the Indemnitee undertakes to the fullest extent required by law to repay
the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final
judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. This Section 9
shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 8. The right
to advances under this paragraph shall in all events continue until final disposition of any Proceeding, including any
appeal therein.
Section 10. Procedure for Notification and Defense of Claim.

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request
therefor.

(b) The Company will be entitled to participate in the Proceeding at its own expense.

Section 11. Procedure Upon Application for Indemnification.

(a) Upon written request by Indemnitee for indemnification pursuant to Section
10(a), a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be
made in the specific case by Independent Counsel in a written opinion to the Board, a copy of which shall be
delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to
Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the
Independent Counsel making such determination with respect to Indemnitee's entitlement to indemnification,
including providing to such counsel upon reasonable advance request any documentation or information which is
not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. Any costs or expenses (including attorneys' fees and disbursements)
incurred by Indemnitee in so cooperating with the Independent Counsel shall be borne by the Company
(irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby
indemnifies and agrees to hold Indemnitee harmless therefrom.

(b) The Independent Counsel shall be selected by Indemnitee. The Company may, within ten (10) days after
written notice of such selection, deliver to the Indemnitee a written objection to such selection; provided,
however, that such objection may be asserted only on the ground that the Independent Counsel so selected does
not meet the requirements of "Independent Counsel" as defined in
Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.
Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written
objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court has determined that such objection is without
merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for
indemnification pursuant to Section 10(a) hereof, and the final disposition of the Proceeding, including any appeal
therein, no Independent Counsel shall have been selected and not objected to, the Indemnitee may petition a
court of competent jurisdiction for resolution of any objection which shall have been made by the Company to the
selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the
court or by such other person as the court shall designate, and the person with respect to whom all objections are
so resolved or the person so appointed shall act as Independent Counsel under Section 11(a) hereof. Upon the
due commencement of any judicial proceeding or arbitration pursuant to Section 13(a) of this Agreement,
Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the
applicable standards of professional conduct then prevailing).

Section 12. Presumptions and Effect of Certain Proceedings.

(a) In making a determination with respect to entitlement to indemnification hereunder, the Independent Counsel
making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if
Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and
the Company shall have the burden of proof to overcome that presumption in connection with the making by the
Independent Counsel of any determination contrary to that presumption. Neither the failure of the Company or of
Independent Counsel to have made a determination prior to the commencement of any action pursuant to this
Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable
standard of conduct, nor an actual determination by the Company or by Independent Counsel that Indemnitee
has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that
Indemnitee has not met the applicable standard of conduct.
(b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or
conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly
provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a
presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee
had reasonable cause to believe that his conduct was unlawful.

(c) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if
Indemnitee's action is based on the records or books of account of the Enterprise, including financial statements,
or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the
advice of legal counsel for the Enterprise or the Board or counsel selected by any committee of the Board or on
information or records given or reports made to the Enterprise by an independent certified public accountant or
by an appraiser, investment banker or other expert selected with reasonable care by the Company or the Board
or any committee of the Board. The provisions of this Section 12(c) shall not be deemed to be exclusive or to
limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable
standard of conduct set forth in this Agreement.

(d) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise
shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 13. Remedies of Indemnitee.

(a) Subject to Section 13(e), in the event that (i) a determination is made pursuant to Section 11 of this
Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses
is not timely made pursuant to Section 9 of this Agreement, (iii) no determination of entitlement to indemnification
shall have been made pursuant to Section 11(a) of this Agreement within sixty (60) days after receipt by the
Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5 or
6 or the last sentence of Section 11(a) of this Agreement within ten (10) days after receipt by the Company of a
written request therefor, or (v) payment of indemnification pursuant to Section 3, 4 or 7 of this Agreement is not
made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification,
Indemnitee shall be entitled to an adjudication by a court of his entitlement to such indemnification or
advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be
conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration
Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration
within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant
to this
Section 13(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by
Indemnitee to enforce his rights under
Section 5 of this Agreement. The Company shall not oppose Indemnitee's right to seek any such adjudication or
award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section 11(a) of this Agreement that
Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this
Section 13 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall
not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced
pursuant to this Section 13, the Company shall have the burden of proving Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be.

(c) If a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is
entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or
arbitration commenced pursuant to this Section 13, absent (i) a misstatement by Indemnitee of a material fact, or
an omission of a material fact necessary to make Indemnitee's statement not materially misleading, in connection
with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant
to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable
and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions
of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by
Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefor) advance, to the
extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with
any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this
Agreement or under any directors' and officers' liability insurance policies maintained by the Company, regardless
of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses
or insurance recovery, as the case may be, in the suit for which indemnification or advances is being sought.

(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to
indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding,
including any appeal therein.

Section 14. Non-exclusivity; Survival of Rights; Insurance; Subrogation.

(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not
be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the
Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No
amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of
Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate
Status prior to such amendment, alteration or repeal. To the extent that a change in Nevada law, whether by
statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded
currently under the Charter, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall
enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is
intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other right or remedy.

(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for
directors, officers, employees, or agents of the Company or of any other Enterprise, Indemnitee shall be covered
by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available
for any such director, officer, employee or agent under such policy or policies. If, at the time of the receipt of a
notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect,
the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such
proceeding in accordance with the terms of such policies.

(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action
necessary to secure such rights, including execution of such documents as are necessary to enable the Company
to bring suit to enforce such rights.

(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise
indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee
has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.
(e) The Company's obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving
at the request of the Company as a director, officer, employee or agent of any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has
actually received as indemnification or advancement of Expenses from such other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise.

Section 15. Duration of Agreement.

This Agreement shall continue until and terminate upon the later of: (a) ten
(10) years after the date that Indemnitee shall have ceased to serve as a director of the Company or (b) one (1)
year after the final termination of any Proceeding, including any appeal, then pending in respect of which
Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding
commenced by Indemnitee pursuant to Section 13 of this Agreement relating thereto. This Agreement shall be
binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his
heirs, executors and administrators. The Company shall require and cause any successor (whether direct or
indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the
business and/or assets of the Company, by written agreement in form and substance satisfactory to the
Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform if no such succession had taken place.

Section 16. Severability.

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including
without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or
provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the
maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any Section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested thereby.

Section 17. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the
obligations imposed on it hereby in order to induce Indemnitee to serve as a director of the Company, and the
Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties
hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and
in furtherance of the Charter of the Company, the Bylaws of the Company and applicable law, and shall not be
deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

Section 18. Modification and Waiver.

No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the
parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.
Section 19. Notice by Indemnitee.

Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation,
subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may
be subject to indemnification or advancement of Expenses covered hereunder. The failure of Indemnitee to so
notify the Company shall not relieve the Company of any obligation which it may have to the Indemnitee under
this Agreement or otherwise except to the extent of any actual damages to the company as a result of Indemnitee
failure to give such notice.

Section 20. Notices.

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be
deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or
other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on
the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier and
receipted for by the party to whom said notice or other communication shall have been directed or (d) sent by
facsimile transmission, with receipt of oral confirmation that such transmission has been received:

(a) If to Indemnitee, at such address as Indemnitee shall provide to the Company.

(b) If to the Company to:

Clay Parker
General Counsel
Kirkpatrick & Lockhart Nicholson Graham LLP Miami Center, 20th Floor, 201 South Biscayne Blvd. Miami,
Florida 33131-2399

or to any other address as may have been furnished to Indemnitee by the Company.

Section 21. Contribution.

To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is
unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall
contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts
paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable
event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the
circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and
Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative
fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such
event(s) and/or transaction(s).

Section 22. Applicable Law and Consent to Jurisdiction.

This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in
accordance with, the laws of the State of Nevada, without regard to its conflict of laws rules. Except with respect
to any arbitration commenced by Indemnitee pursuant to Section 13(a) of this Agreement, the Company and
Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in
connection with this Agreement shall be brought only in the Nevada Court, and not in any other state or federal
court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive
jurisdiction of the Nevada Court for purposes of any action or proceeding arising out of or in connection with this
Agreement,
(iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Nevada,
Marquis & Aurbach, Las Vegas , NV, as its agent in the State of Nevada as such party's agent for acceptance of
legal process in connection with any such action or proceeding against such party with the same legal force and
validity as if served upon such party personally within the State of Nevada, (iv) waive any objection to the laying
of venue of any such action or proceeding in the Nevada Court, and (v) waive, and agree not to plead or to
make, any claim that any such action or proceeding brought in the Nevada Court has been brought in an
improper or inconvenient forum.
Section 23. Identical Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to
be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart
signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this
Agreement.

Section 24. Miscellaneous.

The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first
above written.

                               SAMARITAN PHARMACEUTICALS, INC.

By:

By:
Indemnitee
EXHIBIT 31.1

                                         OFFICER'S CERTIFICATE
                                        PURSUANT TO SECTION 302*

I, Dr. Janet Greeson, Chief Executive Officer, certify that:

1. I have reviewed this form 10-Q for the quarter ended June 30, 2006 of Samaritan Pharmaceuticals, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Omitted;

(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on my most recent evaluation
of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the
small business issuer's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.

            Date:      August 14, 2006                                 By: /s/ Dr. Janet Greeson
                                                                           -------------------------
                                                                     Name:   Dr. Janet Greeson
                                                                    Title:   Chief Executive Officer




*The introductory portion of paragraph 4 of the Section 302 certification that refers to the certifying officers'
responsibility for establishing and maintaining internal control over financial reporting for the company, as well as
paragraph 4(b), have been omitted in accordance with Release No. 33-8545 (March 2, 2005) because the
compliance period has been extended for small business issuers until the first fiscal year ending on or after July
15, 2006.
EXHIBIT 31.2

                                         OFFICER'S CERTIFICATE
                                        PURSUANT TO SECTION 302*

I, Eugene Boyle, Chief Financial Officer, certify that:

1. I have reviewed this form 10-Q for the quarter ended June 30, 2006 of Samaritan Pharmaceuticals, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Omitted;

(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on my most recent evaluation
of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the
small business issuer's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.

          Date:      August 14, 2006                                       By: /s/ Eugene Boyle
                                                                               -----------------------
                                                                         Name: Eugene Boyle
                                                                        Title: Chief Financial Officer




*The introductory portion of paragraph 4 of the Section 302 certification that refers to the certifying officers'
responsibility for establishing and maintaining internal control over financial reporting for the company, as well as
paragraph 4(b), have been omitted in accordance with Release No. 33-8545 (March 2, 2005) because the
compliance period has been extended for small business issuers until the first fiscal year ending on or after July
15, 2006.
EXHIBIT 32.1

                                     CERTIFICATION PURSUANT TO
                                        18 U.S.C. SECTION 1350
                                      AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Samaritan Pharmaceuticals, Inc. (the "Company") on Form 10-Q for
the quarter ended June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18
U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operation of the Company.

            Date: August 14, 2006                              By:        /s/ Dr. Janet Greeson
                                                                          ----------------------
                                                               Name:      Dr. Janet Greeson
                                                               Title:     Chief Executive Officer




A signed original of this written statement required by Section 906, or other document authentications,
acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this
written statement required by Section 906, has been provided to Samaritan Pharmaceuticals, Inc. and will be
retained by Samaritan Pharmaceuticals, Inc. and furnished to the Securities and Exchange Commission or its staff
upon request.
Exhibit 32.2

                                     CERTIFICATION PURSUANT TO
                                        18 U.S.C. SECTION 1350
                                      AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Samaritan Pharmaceuticals, Inc. (the "Company") on Form 10-Q for
the quarter ended June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18
U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge: 1. The Report fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained
in the Report fairly presents, in all material respects, the financial condition and results of operation of the
Company.

         Date: August 14, 2006                                     By:       /s/ Eugene Boyle
                                                                             -----------------
                                                                   Name:     Eugene Boyle
                                                                   Title:    Chief Financial Officer




A signed original of this written statement required by Section 906, or other document authentications,
acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this
written statement required by Section 906, has been provided to Samaritan Pharmaceuticals, Inc. and will be
retained by Samaritan Pharmaceuticals, Inc. and furnished to the Securities and Exchange Commission or its staff
upon request.