SECOND
      AMENDMENT TO AMENDED AND RESTATED VOTING AGREEMENT

    


    THIS
      SECOND AMENDMENT TO AMENDED AND RESTATED VOTING AGREEMENT (this
      “Amendment”)
      is
      dated as of January 24, 2008 by and among Acura Pharmaceuticals, Inc. (f/k/a
      Halsey Drug Co., Inc.), a New York corporation (the "Company")
      and
      GCE Holdings LLC (the “Designating
      Party”).
      

    


    WHEREAS,
      the
      parties to this Amendment are parties to a certain Amended and Restated Voting
      Agreement dated as of February 6, 2004 (the “Original
      Agreement”);

    


    WHEREAS,
      the
      parties to this Amendment are also parties to a certain Joinder and Amendment
      to
      Amended and Restated Voting Agreement dated as of November 9, 2005 (the
“First
      Amendment,”),
      which
      amended the Original Agreement in certain respects;

    


    WHEREAS,
      the
      Original Agreement, the First Amendment, and this Amendment are herein
      collectively the “Agreement”;

    


    WHEREAS,
      capitalized terms used herein but not otherwise defined shall have the meanings
      set forth in the Original Agreement as amended by the First
      Amendment;

    


    WHEREAS,
      pursuant to the terms and conditions contained in the Original Agreement as
      amended by the First Amendment, any term of the Original Agreement or the powers
      granted thereunder may be amended only with the written consent of a majority
      of
      the Securities then subject to such agreement, which majority must include
      the
      Designating Party so long as it owns the Minimum Threshold; and

    


    WHEREAS,
      the
      parties to this Amendment desire to further amend the Original Agreement to
      (i)
      reduce the number of person designated by the Designating Party for election
      to
      the board of directors of the Company from four (4) to three (3); and (ii)
      increase the number of persons who shall be independent directors from two
      (2)
      to three (3).

    


    NOW,
      THEREFORE,
      the
      parties to this Amendment, who constitute a majority of the Securities then
      subject to the Original Agreement, as amended, which majority includes the
      Designating Party, hereby agree and consent as follows:

    


    1.     
      Amendments.
      Section
      2 of the Original Agreement (as amended by the First Amendment) is hereby
      deleted and the following is inserted in its place:

    


    “2.  
      Election
      of Director Nominees.
      Commencing upon the Company's next upcoming meeting of shareholders, each Party
      and GCE Holdings LLC (the "Designating
      Party")
      agree
      as follows:

     

    
      	(a)  	
              Each
                Party holding any of the Company’s securities (collectively, the
                "Securities")
                shall vote its Securities, and take or cause to be taken such other
                actions, as may be required from time to time to (i) ensure that
                the Board
                of Directors consists of no more than seven (7) directors, and (ii)
                elect
                to the Board of Directors of the Company (A) three (3) persons designated
                by the Designating Party, (B) one person who shall be the Chief Executive
                Officer of the Company, and (C) three (3) persons who shall be independent
                directors (as defined in Rule 4200(a)(15) of the National Association
                of
                Securities' Dealers Listing Standards, as may be modified or
                supplemented) nominated
                and elected to the Board of Directors by the then current directors.
                Without limiting the generality of the foregoing, at each annual
                meeting
                of the shareholders of the Company, and at each special meeting of
                the
                shareholders of the Company called for the purpose of electing directors
                of the Company, and at any time at which the shareholders of the
                Company
                have the right to elect directors of the Company, in each such event,
                each
                Party shall vote all Securities owned by them (or shall consent in
                writing
                in lieu of a meeting of shareholders of the Company), or take such
                other
                actions as shall be necessary, to elect the Designating Party's designees
                as a director of the Company in accordance with the preceding provisions
                of this Section 2(a);

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	(b)  	
              Each
                Party shall take all actions necessary to remove forthwith the director
                designated by the Designating Party when such removal is requested
                for any
                reason, with or without cause, by the Designating Party. In the case
                of
                the death, resignation or removal as herein provided of a Designating
                Party's designee, each Party shall vote all Securities held by it
                to elect
                another person designated by the Designating Party pursuant to Section
                2(a);

            


    

     

    
      	(c)  	
              Each
                Party hereby agrees that it will not vote any of its Securities in
                favor
                of the removal of any director that shall have been designated by
                the
                Designating Party, unless the Designating Party shall have consented
                to
                such removal in writing;

            


    

     

    In
      the
      event that any Party shall fail to vote the Securities held by it in accordance
      with Section 2(a) and (b), such Party shall, upon such failure to so vote,
      be
      deemed immediately to have granted to the Designating Party, a proxy to vote
      its
      Securities solely for the election of the nominee of the Designating Party
      or
      the removal of director designated by the Designating Party. Such Party
      acknowledges that each such proxy granted hereby, including any successive
      proxy, if necessary, is being given to secure the performance of an obligation
      hereunder, is coupled with an interest, and shall be irrevocable until such
      obligation is performed;

     

    
      	(d)  	
              No
                Party shall grant any proxy or enter into or agree to be bound by
                any
                voting trust with respect to the Securities held by such Party, or
                enter
                into any shareholder agreement or arrangement of any kind with any
                person
                with respect to the Securities held by such person that is, in either
                case, inconsistent with the terms of this Agreement (whether or not
                such
                agreement and arrangement was or is with other shareholders of the
                Company
                that are or are not parties to this
                Agreement);

            


    

     

    
      
        
        

      

      
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      	(e)  	
              The
                Company shall take, or cause to be taken, such actions as may be
                required
                from time to time to establish and maintain executive, audit and
                compensation committees of the Board of Directors, as well as such
                other
                committees of the boards of directors of the Company as the Board
                of
                Directors shall determine, having such duties and responsibilities
                as are
                customary for such committees. The designees of the Designating Party
                shall be, if so requested by the Designating Party, in its sole
                discretion, a member of each such committee; and
                

            


    

     

    
      	(f)  	
              The
                rights of the Designating Party shall terminate on the date the
                Designating Party ceases to be a holder of at least 2,500,000 Share
                Equivalents (“Minimum
                Threshold”).
                For purposes hereof, Share
                Equivalents
                means common stock of the Company and/or shares of common stock of
                the
                Company underlying warrants. Further, from and after the date the
                Designated Party ceases to be a holder of at least 10,000,000 Shares
                Equivalents, it shall only have the right to designate two (2) directors
                pursuant to Section 2(a) above, with the forfeited seat becoming
                a seat
                for an independent director to thereafter be nominated and elected
                to the
                Board of Directors from time to time by the then current directors.
                Finally, from and after the date the Designated Party ceases to be
                a
                holder of at least 5,000,000 Share Equivalents, it shall only have
                the
                right to designate one (1) director pursuant to Section 2(a) above,
                with
                the additional forfeited seat becoming a seat for an independent
                director
                to thereafter be nominated and elected to the Board of Directors
                from time
                to time by the then current
                directors.”

            


    

     

    2.  Amendment.
      Any
      term of this Amendment or the powers granted hereunder may be amended and the
      observance of any such term or power may be waived (either generally or in
      a
      particular instance and either retroactively or prospectively) only with the
      written consent of a majority of the Securities then subject to this Agreement,
      which majority must include the Designating Party so long as it owns the Minimum
      Threshold. 

    


    3.  Successors
      and Assigns.
      Except
      as otherwise provided herein, this Amendment shall inure to the benefit of,
      and
      be binding upon and enforceable against, the parties to the Original Agreement
      (as amended by the First Amendment) and their respective successors, assigns,
      heirs, executors and administrators.

    


    4.  Counterparts.
      This
      Amendment may be executed in separate counterparts, including by facsimile,
      each
      of which shall be an original and all of which taken together shall constitute
      one and the same agreement.

    


    5.  Notices.
      For
      purposes of Section
      10
      of the
      Original Agreement, all notices, demands or other communications to the
      Transferee shall be directed to the address set forth on the signature page
      hereto.

    


    6.  Effect
      of Amendment.
      Except
      as expressly provided herein, no other changes or modifications or waivers
      or
      consents to the Original Agreement (as amended by the First Amendment) are
      intended or implied, and in all other respects the Original Agreement (as
      amended by the First Amendment) is hereby ratified and confirmed by all parties
      hereto as of the effective date hereof. 

    


    
      
        
        

      

      
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    7.  Governing
      Law.
      This
      Amendment and rights of the parties hereunder shall be governed in all respects
      by the laws of the State of New York wherein the terms of this Amendment were
      negotiated, excluding to the greatest extent permitted by law any rule of law
      that would cause the application of the laws of any jurisdiction other than
      the
      State of New York.

    


    [SIGNATURE
      PAGE TO FOLLOW]

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Second Amendment to Amended and Restated
      Voting Agreement as of the date first above written.

    


    


    ACURA
      PHARMACEUTICALS, INC.

    


    


    By:     
      /s/ Andrew D.
      Reddick                                       


    Name:
      Andrew D. Reddick

    Title:  
      President and Chief Executive Officer

    


    GCE
      HOLDINGS LLC

    


    


    By:      /s/
      Bruce F.
      Wesson                                           


    Name:
      Bruce F. Wesson

    Title:
      

    Address:      
      c/o Galen Partners III, L.P. 

    610
      Fifth Avenue, 5th
      Floor

    New
      York, New York 10019

    


    


    
      
        
        

      

      
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