Unassociated Document


    EXHIBIT
      10.44

    
      

      

    

     

    AMENDMENT
      TO AMENDED AND RESTATED 7.5% SECURED CONVERTIBLE 

    PROMISSORY
      NOTE DUE OCTOBER 25, 2007

    


    This
      Amendment dated October 25, 2007, (the “Amendment”) amends certain provisions of
      the Amended and Restated 7.5% Secured Convertible Promissory Note in the
      original principal amount of $4,000,000.00, issued by Access Pharmaceuticals,
      Inc., a Delaware corporation (the “Company”)
      (No.
      PN-2006-1-1AR), due October 25, 2007 (the “Note”), and is by and between the
      Company and SCO Capital Partners LLC (“Holder”).
      Terms
      not otherwise defined herein which are defined in the Note shall have the same
      respective meanings herein as therein.

    


    WHEREAS,
      the Company and Holder have agreed to modify certain terms and conditions of
      the
      Note as specifically set forth in this Amendment.

    


    NOW,
      THEREFORE, in consideration of the mutual agreements contained herein and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto agree as follows:

    


    1. Amendment
      to the Note.
      The
      Note is hereby amended as follows:

    


    All
      references to "October 25, 2007" in the Note are hereby deleted and replaced
      with "November 15, 2007." 

    


    2. Condition
      to Effectiveness.
      This
      Amendment shall not become effective until Holder receives a counterpart of
      this
      Amendment executed by the Company.

    


    3. Ratification,
      Etc.
      Except
      as expressly amended hereby, all terms and conditions of the Note, as amended,
      are hereby ratified and confirmed in all respects and shall continue in full
      force and effect. The obligations under the Note shall be deemed to be
      continuously outstanding and shall not be deemed to have been repaid and
      readvanced or refinanced hereunder or hereby. The Note and this Amendment shall
      be read and construed as a single agreement. All references to the Note shall
      hereafter refer to such Note, as amended hereby.

    


    4. No
      Novation.
      THE
      COMPANY AND HOLDER HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND CERTAIN
      OF
      THE TERMS OF THE NOTE. THEY DO NOT INTEND THIS AMENDMENT NOR THE TRANSACTIONS
      CONTEMPLATED HEREBY TO BE, AND THIS AMENDMENT AND THE TRANSACTION CONTEMPLATED
      HEREBY SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING
      UNDER OR IN CONNECTION WITH THE NOTE.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    5. No
      Waiver.
      Nothing
      contained herein shall constitute a waiver of, impair or otherwise affect,
      any
      obligation of the Company under any Note or any rights of any Holder consequent
      thereon.

    


    6. Counterparts.
      This
      Amendment may be executed in one or more counterparts, each of which shall
      be
      deemed an original but which together shall constitute one and the same
      instrument.

    


    7. Governing Law.
      This
      Amendment shall be governed by, and construed in accordance with, the laws
      of
      the State of New York (without reference to conflict of laws).

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment as a document
      under seal as of the date first above written.

    


    Company:

    


    ACCESS
      PHARMACEUTICALS, INC.

     

    By:
      /s/
      Stephen B. Thompson

    Name:
      Stephen B. Thompson

    Title:
      Vice President, Chief Financial Officer

     

    Holder:

    


    


    By:
      /s/
      Steven H. Rouhandeh

    Name:
      Steven H. Rouhandeh

    Title:
      Chairman

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    AMENDMENT
      TO AMENDED AND RESTATED 7.5% SECURED CONVERTIBLE 

    PROMISSORY
      NOTE DUE OCTOBER 25, 2007

    


    This
      Amendment dated October 25, 2007, (the “Amendment”) amends certain provisions of
      the Amended and Restated 7.5% Secured Convertible Promissory Note in the
      original principal amount of $400,000.00, issued by Access Pharmaceuticals,
      Inc., a Delaware corporation (the “Company”)
      (No.
      PN-2006-FO1-1AR), due October 25, 2007 (the “Note”), and is by and between the
      Company and SCO Capital Partners LLC (“Holder”).
      Terms
      not otherwise defined herein which are defined in the Note shall have the same
      respective meanings herein as therein.

    


    WHEREAS,
      the Company and Holder have agreed to modify certain terms and conditions of
      the
      Note as specifically set forth in this Amendment.

    


    NOW,
      THEREFORE, in consideration of the mutual agreements contained herein and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto agree as follows:

    


    1. Amendment
      to the Note.
      The
      Note is hereby amended as follows:

    


    All
      references to "October 25, 2007" in the Note are hereby deleted and replaced
      with "November 15, 2007." 

    


    2. Condition
      to Effectiveness.
      This
      Amendment shall not become effective until Holder receives a counterpart of
      this
      Amendment executed by the Company.

    


    3. Ratification,
      Etc.
      Except
      as expressly amended hereby, all terms and conditions of the Note, as amended,
      are hereby ratified and confirmed in all respects and shall continue in full
      force and effect. The obligations under the Note shall be deemed to be
      continuously outstanding and shall not be deemed to have been repaid and
      readvanced or refinanced hereunder or hereby. The Note and this Amendment shall
      be read and construed as a single agreement. All references to the Note shall
      hereafter refer to such Note, as amended hereby.

    


    4. No
      Novation.
      THE
      COMPANY AND HOLDER HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND CERTAIN
      OF
      THE TERMS OF THE NOTE. THEY DO NOT INTEND THIS AMENDMENT NOR THE TRANSACTIONS
      CONTEMPLATED HEREBY TO BE, AND THIS AMENDMENT AND THE TRANSACTION CONTEMPLATED
      HEREBY SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING
      UNDER OR IN CONNECTION WITH THE NOTE.

    


    5. No
      Waiver.
      Nothing
      contained herein shall constitute a waiver of, impair or otherwise affect,
      any
      obligation of the Company under any Note or any rights of any Holder consequent
      thereon.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    6. Counterparts.
      This
      Amendment may be executed in one or more counterparts, each of which shall
      be
      deemed an original but which together shall constitute one and the same
      instrument.

    


    7. Governing Law.
      This
      Amendment shall be governed by, and construed in accordance with, the laws
      of
      the State of New York (without reference to conflict of laws).

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment as a document
      under seal as of the date first above written.

    


    Company:

    


    ACCESS
      PHARMACEUTICALS, INC.

     

    By:
      /s/
      Stephen B. Thompson

    Name:
      Stephen B. Thompson

    Title:
      Vice President, Chief Financial Officer

     

    Holder:

    


    


    By:
      /s/
      Steven H. Rouhandeh

    Name:
      Steven H. Rouhandeh

    Title:
      Chairman

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    AMENDMENT
      TO AMENDED AND RESTATED 7.5% SECURED CONVERTIBLE 

    PROMISSORY
      NOTE DUE OCTOBER 25, 2007

    


    This
      Amendment dated October 25, 2007, (the “Amendment”) amends certain
      provisions of the Amended and Restated 7.5% Secured Convertible Promissory
      Note
      in the original principal amount of $400,000.00, issued by Access
      Pharmaceuticals, Inc., a Delaware corporation (the “Company”)
      (No.
      PN-2006-DEC-1-1AR), due October 25, 2007 (the “Note”), and is by and between the
      Company and SCO Capital Partners LLC (“Holder”).
      Terms
      not otherwise defined herein which are defined in the Note shall have the same
      respective meanings herein as therein.

    


    WHEREAS,
      the Company and Holder have agreed to modify certain terms and conditions of
      the
      Note as specifically set forth in this Amendment.

    


    NOW,
      THEREFORE, in consideration of the mutual agreements contained herein and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto agree as follows:

    


    1. Amendment
      to the Note.
      The
      Note is hereby amended as follows:

    


    All
      references to "October 25, 2007" in the Note are hereby deleted and replaced
      with "November 15, 2007." 

    


    2. Condition
      to Effectiveness.
      This
      Amendment shall not become effective until Holder receives a counterpart of
      this
      Amendment executed by the Company.

    


    3. Ratification,
      Etc.
      Except
      as expressly amended hereby, all terms and conditions of the Note, as amended,
      are hereby ratified and confirmed in all respects and shall continue in full
      force and effect. The obligations under the Note shall be deemed to be
      continuously outstanding and shall not be deemed to have been repaid and
      readvanced or refinanced hereunder or hereby. The Note and this Amendment shall
      be read and construed as a single agreement. All references to the Note shall
      hereafter refer to such Note, as amended hereby.

    


    4. No
      Novation.
      THE
      COMPANY AND HOLDER HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND CERTAIN
      OF
      THE TERMS OF THE NOTE. THEY DO NOT INTEND THIS AMENDMENT NOR THE TRANSACTIONS
      CONTEMPLATED HEREBY TO BE, AND THIS AMENDMENT AND THE TRANSACTION CONTEMPLATED
      HEREBY SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING
      UNDER OR IN CONNECTION WITH THE NOTE.

    


    5. No
      Waiver.
      Nothing
      contained herein shall constitute a waiver of, impair or otherwise affect,
      any
      obligation of the Company under any Note or any rights of any Holder consequent
      thereon.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    6. Counterparts.
      This
      Amendment may be executed in one or more counterparts, each of which shall
      be
      deemed an original but which together shall constitute one and the same
      instrument.

    


    7. Governing Law.
      This
      Amendment shall be governed by, and construed in accordance with, the laws
      of
      the State of New York (without reference to conflict of laws).

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment as a document
      under seal as of the date first above written.

    


    Company:

    


    ACCESS
      PHARMACEUTICALS, INC.

     

    By:
      /s/
      Stephen B. Thompson

    Name:
      Stephen B. Thompson

    Title:
      Vice President, Chief Financial Officer

     

    Holder:

    


    


    By:
      /s/
      Steven H. Rouhandeh

    Name:
      Steven H. Rouhandeh

    Title:
      Chairman

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    AMENDMENT
      TO AMENDED AND RESTATED 7.5% SECURED CONVERTIBLE 

    PROMISSORY
      NOTE DUE OCTOBER 25, 2007

    


    This
      Amendment dated October 25, 2007, (the “Amendment”) amends certain provisions of
      the Amended and Restated 7.5% Secured Convertible Promissory Note in the
      original principal amount of $500,000.00, issued by Access Pharmaceuticals,
      Inc., a Delaware corporation (the “Company”)
      (No.
      PN-2006-2-1AR), due October 25, 2007 (the “Note”), and is by and between the
      Company and Beach Capital LLC (“Holder”).
      Terms
      not otherwise defined herein which are defined in the Note shall have the same
      respective meanings herein as therein.

    


    WHEREAS,
      the Company and Holder have agreed to modify certain terms and conditions of
      the
      Note as specifically set forth in this Amendment.

    


    NOW,
      THEREFORE, in consideration of the mutual agreements contained herein and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto agree as follows:

    


    1. Amendment
      to the Note.
      The
      Note is hereby amended as follows:

    


    All
      references to "October 25, 2007" in the Note are hereby deleted and replaced
      with "November 15, 2007." 

    


    2. Condition
      to Effectiveness.
      This
      Amendment shall not become effective until Holder receives a counterpart of
      this
      Amendment executed by the Company.

    


    3. Ratification,
      Etc.
      Except
      as expressly amended hereby, all terms and conditions of the Note, as amended,
      are hereby ratified and confirmed in all respects and shall continue in full
      force and effect. The obligations under the Note shall be deemed to be
      continuously outstanding and shall not be deemed to have been repaid and
      readvanced or refinanced hereunder or hereby. The Note and this Amendment shall
      be read and construed as a single agreement. All references to the Note shall
      hereafter refer to such Note, as amended hereby.

    


    4. No
      Novation.
      THE
      COMPANY AND HOLDER HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND CERTAIN
      OF
      THE TERMS OF THE NOTE. THEY DO NOT INTEND THIS AMENDMENT NOR THE TRANSACTIONS
      CONTEMPLATED HEREBY TO BE, AND THIS AMENDMENT AND THE TRANSACTION CONTEMPLATED
      HEREBY SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING
      UNDER OR IN CONNECTION WITH THE NOTE.

    


    5. No
      Waiver.
      Nothing
      contained herein shall constitute a waiver of, impair or otherwise affect,
      any
      obligation of the Company under any Note or any rights of any Holder consequent
      thereon.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    6. Counterparts.
      This
      Amendment may be executed in one or more counterparts, each of which shall
      be
      deemed an original but which together shall constitute one and the same
      instrument.

    


    7. Governing Law.
      This
      Amendment shall be governed by, and construed in accordance with, the laws
      of
      the State of New York (without reference to conflict of laws).

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment as a document
      under seal as of the date first above written.

    


    Company:

    


    ACCESS
      PHARMACEUTICALS, INC.

     

    By:
      /s/
      Stephen B. Thompson

    Name:
      Stephen B. Thompson

    Title:
      Vice President, Chief Financial Officer

     

    Holder:

    


    


    By:
      /s/
      Steven H. Rouhandeh

    Name:
      Steven H. Rouhandeh

    Title:
      Chairman

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    AMENDMENT
      TO AMENDED AND RESTATED 7.5% SECURED CONVERTIBLE 

    PROMISSORY
      NOTE DUE OCTOBER 25, 2007

    


    This
      Amendment dated October 25, 2007, (the “Amendment”) amends certain provisions of
      the Amended and Restated 7.5% Secured Convertible Promissory Note in the
      original principal amount of $500,000.00, issued by Access Pharmaceuticals,
      Inc., a Delaware corporation (the “Company”)
      (No.
      PN-2006-3-1AR), due October 25, 2007 (the “Note”), and is by and between the
      Company and Lake End Capital LLC (“Holder”).
      Terms
      not otherwise defined herein which are defined in the Note shall have the same
      respective meanings herein as therein.

    


    WHEREAS,
      the Company and Holder have agreed to modify certain terms and conditions of
      the
      Note as specifically set forth in this Amendment.

    


    NOW,
      THEREFORE, in consideration of the mutual agreements contained herein and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto agree as follows:

    


    1. Amendment
      to the Note.
      The
      Note is hereby amended as follows:

    


    All
      references to "October 25, 2007" in the Note are hereby deleted and replaced
      with "November 15, 2007." 

    


    2. Condition
      to Effectiveness.
      This
      Amendment shall not become effective until Holder receives a counterpart of
      this
      Amendment executed by the Company.

    


    3. Ratification,
      Etc.
      Except
      as expressly amended hereby, all terms and conditions of the Note, as amended,
      are hereby ratified and confirmed in all respects and shall continue in full
      force and effect. The obligations under the Note shall be deemed to be
      continuously outstanding and shall not be deemed to have been repaid and
      readvanced or refinanced hereunder or hereby. The Note and this Amendment shall
      be read and construed as a single agreement. All references to the Note shall
      hereafter refer to such Note, as amended hereby.

    


    4. No
      Novation.
      THE
      COMPANY AND HOLDER HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND CERTAIN
      OF
      THE TERMS OF THE NOTE. THEY DO NOT INTEND THIS AMENDMENT NOR THE TRANSACTIONS
      CONTEMPLATED HEREBY TO BE, AND THIS AMENDMENT AND THE TRANSACTION CONTEMPLATED
      HEREBY SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING
      UNDER OR IN CONNECTION WITH THE NOTE.

    


    5. No
      Waiver.
      Nothing
      contained herein shall constitute a waiver of, impair or otherwise affect,
      any
      obligation of the Company under any Note or any rights of any Holder consequent
      thereon.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    6. Counterparts.
      This
      Amendment may be executed in one or more counterparts, each of which shall
      be
      deemed an original but which together shall constitute one and the same
      instrument.

    


    7. Governing Law.
      This
      Amendment shall be governed by, and construed in accordance with, the laws
      of
      the State of New York (without reference to conflict of laws).

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment as a document
      under seal as of the date first above written.

    


    Company:

    


    ACCESS
      PHARMACEUTICALS, INC.

     

    By:
      /s/
      Stephen B. Thompson

    Name:
      Stephen B. Thompson

    Title:
      Vice President, Chief Financial Officer

     

    Holder:

    


    


    By:
      /s/
      Jeffrey B. Davis

    Name:
      Jeffrey B. Davis

    Title:
      Chairman, Managing Member

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    AMENDMENT
      TO AMENDED AND RESTATED 7.5% SECURED CONVERTIBLE PROMISSORY NOTE DUE OCTOBER
      25,
      2007

    


    This
      Amendment dated October 25, 2007, (the “Amendment”) amends certain provisions of
      the Amended and Restated 7.5% Secured Convertible Promissory Note in the
      original principal amount of $100,000.00, issued by Access Pharmaceuticals,
      Inc., a Delaware corporation (the “Company”)
      (No.
      PN-2006-FO2-1AR), due October 25, 2007 (the “Note”), and is by and between the
      Company and Lake End Capital LLC (“Holder”).
      Terms
      not otherwise defined herein which are defined in the Note shall have the same
      respective meanings herein as therein.

    


    WHEREAS,
      the Company and Holder have agreed to modify certain terms and conditions of
      the
      Note as specifically set forth in this Amendment.

    


    NOW,
      THEREFORE, in consideration of the mutual agreements contained herein and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto agree as follows:

    


    1. Amendment
      to the Note.
      The
      Note is hereby amended as follows:

    


    All
      references to "October 25, 2007" in the Note are hereby deleted and replaced
      with "November 15, 2007." 

    


    2. Condition
      to Effectiveness.
      This
      Amendment shall not become effective until Holder receives a counterpart of
      this
      Amendment executed by the Company.

    


    3. Ratification,
      Etc.
      Except
      as expressly amended hereby, all terms and conditions of the Note, as amended,
      are hereby ratified and confirmed in all respects and shall continue in full
      force and effect. The obligations under the Note shall be deemed to be
      continuously outstanding and shall not be deemed to have been repaid and
      readvanced or refinanced hereunder or hereby. The Note and this Amendment shall
      be read and construed as a single agreement. All references to the Note shall
      hereafter refer to such Note, as amended hereby.

    


    4. No
      Novation.
      THE
      COMPANY AND HOLDER HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND CERTAIN
      OF
      THE TERMS OF THE NOTE. THEY DO NOT INTEND THIS AMENDMENT NOR THE TRANSACTIONS
      CONTEMPLATED HEREBY TO BE, AND THIS AMENDMENT AND THE TRANSACTION CONTEMPLATED
      HEREBY SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING
      UNDER OR IN CONNECTION WITH THE NOTE.

    


    5. No
      Waiver.
      Nothing
      contained herein shall constitute a waiver of, impair or otherwise affect,
      any
      obligation of the Company under any Note or any rights of any Holder consequent
      thereon.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    6. Counterparts.
      This
      Amendment may be executed in one or more counterparts, each of which shall
      be
      deemed an original but which together shall constitute one and the same
      instrument.

    


    7. Governing Law.
      This
      Amendment shall be governed by, and construed in accordance with, the laws
      of
      the State of New York (without reference to conflict of laws).

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment as a document
      under seal as of the date first above written.

    


    Company:

    


    ACCESS
      PHARMACEUTICALS, INC.

     

    By:
      /s/
      Stephen B. Thompson

    Name:
      Stephen B. Thompson

    Title:
      Vice President, Chief Financial Officer

     

    Holder:

    


    


    By:
      /s/
      Jeffrey B. Davis

    Name:
      Jeffrey B. Davis

    Title:
      Chairman, Managing Member

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    AMENDMENT
      TO AMENDED AND RESTATED 7.5% SECURED CONVERTIBLE

     PROMISSORY
      NOTE DUE OCTOBER 25, 2007

    


    This
      Amendment dated October 25, 2007, (the “Amendment”) amends certain
      provisions of the Amended and Restated 7.5% Secured Convertible Promissory
      Note
      in the original principal amount of $100,000.00, issued by Access
      Pharmaceuticals, Inc., a Delaware corporation (the “Company”)
      (No.
      PN-2006-DEC-2-1AR), due October 25, 2007 (the “Note”), and is by and between the
      Company and Lake End Capital LLC (“Holder”).
      Terms
      not otherwise defined herein which are defined in the Note shall have the same
      respective meanings herein as therein.

    


    WHEREAS,
      the Company and Holder have agreed to modify certain terms and conditions of
      the
      Note as specifically set forth in this Amendment.

    


    NOW,
      THEREFORE, in consideration of the mutual agreements contained herein and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto agree as follows:

    


    1. Amendment
      to the Note.
      The
      Note is hereby amended as follows:

    


    All
      references to "October 25, 2007" in the Note are hereby deleted and replaced
      with "November 15, 2007." 

    


    2. Condition
      to Effectiveness.
      This
      Amendment shall not become effective until Holder receives a counterpart of
      this
      Amendment executed by the Company.

    


    3. Ratification,
      Etc.
      Except
      as expressly amended hereby, all terms and conditions of the Note, as amended,
      are hereby ratified and confirmed in all respects and shall continue in full
      force and effect. The obligations under the Note shall be deemed to be
      continuously outstanding and shall not be deemed to have been repaid and
      readvanced or refinanced hereunder or hereby. The Note and this Amendment shall
      be read and construed as a single agreement. All references to the Note shall
      hereafter refer to such Note, as amended hereby.

    


    4. No
      Novation.
      THE
      COMPANY AND HOLDER HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND CERTAIN
      OF
      THE TERMS OF THE NOTE. THEY DO NOT INTEND THIS AMENDMENT NOR THE TRANSACTIONS
      CONTEMPLATED HEREBY TO BE, AND THIS AMENDMENT AND THE TRANSACTION CONTEMPLATED
      HEREBY SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING
      UNDER OR IN CONNECTION WITH THE NOTE.

    


    5. No
      Waiver.
      Nothing
      contained herein shall constitute a waiver of, impair or otherwise affect,
      any
      obligation of the Company under any Note or any rights of any Holder consequent
      thereon.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    6. Counterparts.
      This
      Amendment may be executed in one or more counterparts, each of which shall
      be
      deemed an original but which together shall constitute one and the same
      instrument.

    


    7. Governing Law.
      This
      Amendment shall be governed by, and construed in accordance with, the laws
      of
      the State of New York (without reference to conflict of laws).

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment as a document
      under seal as of the date first above written.

    


    Company:

    


    ACCESS
      PHARMACEUTICALS, INC.

     

    By:
      /s/
      Stephen B. Thompson

    Name:
      Stephen B. Thompson

    Title:
      Vice President, Chief Financial Officer

     

    Holder:

    


    


    By:
      /s/
      Jeffrey B. Davis

    Name:
      Jeffrey B. Davis

    Title:
      Chairman, Managing Member