FIRST AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT





         THIS FIRST AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT (the

"Amendment"), dated as of May 4, 2004, by and between MICROISLET, INC., a Nevada

corporation (the "Company"), and FUSION CAPITAL FUND II, LLC (together with its

permitted assigns, the "Buyer"). Capitalized terms used herein and not otherwise

defined herein shall have the meanings given them in the Common Stock Purchase

Agreement.



         WHEREAS, the parties hereto are parties to a Common Stock Purchase

Agreement dated as of April 1, 2003 (the "Common Stock Purchase Agreement");



         WHEREAS, pursuant to the Common Stock Purchase Agreement, the Buyer has

agreed to purchase, and the Company has agreed to sell up to $12,000,000 of the

Common Stock all in accordance with the terms and conditions of the Common

Stock Purchase Agreement;



         WHEREAS, the parties desire to (i) amend the Company's right to

increase the Daily Purchase Amount, and (ii) provide the Company with an option

to sell up to an additional $12,000,000 of Common Stock to the Buyer, as set

forth herein;



         NOW, THEREFORE, in consideration of the agreements, covenants and

considerations contained herein, the parties hereto agree as follows:



         1.       Section 1(c)(iii) of the Common Stock Purchase Agreement is

                  hereby amended and restated in its entirety as follows:





                   (iii) COMPANY'S RIGHT TO INCREASE THE DAILY PURCHASE AMOUNT.

         The Company shall have the right (but not the obligation) to increase

         the amount of the Daily Purchase Amount in accordance with the terms

         and conditions set forth in this Section 1(c)(iii) by delivering

         written notice to the Buyer stating the new amount of the Daily

         Purchase Amount (a "Daily Purchase Amount Increase Notice"). A Daily

         Purchase Amount Increase Notice shall be effective five (5) Trading

         Days after receipt by the Buyer. The Company shall always have the

         right at any time to increase the amount of the Daily Purchase Amount

         up to the Original Daily Purchase Amount. With respect to increases in

         the Daily Purchase Amount above the Original Daily Purchase Amount, as

         the market price for the Common Stock increases the Company shall have

         the right from time to time to increase the Daily Purchase Amount as

         follows. For every $0.25 increase in Threshold Price above $1.00

         (subject to equitable adjustment for any reorganization,

         recapitalization, non-cash dividend, stock split or other similar

         transaction), the Company shall have the right to increase the Daily

         Purchase Amount by up to an additional $10,000 in excess of the

         Original Daily Purchase Amount. "Threshold Price" for purposes hereof

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