ex-4_2.htm


    
      

      

    


    Exhibit 4.2

    ACCESS
PHARMACEUTICALS, INC.

    


    Amendment
to Access Pharmaceuticals, Inc. 2005 Equity Incentive Plan

    


    The Board of Directors of Access
Pharmaceuticals, Inc. (the "Company"), pursuant
to authority reserved in Section 15 of the 2005 Equity Incentive Plan of the
Company (the "2005 Plan"), authorized an
amendment to the 2005 Plan as follows, which amendment was approved by the
stockholders of the Company on May 21, 2008, May 17, 2007 and May 19,
2006:

    


    Sections 4 and 8.1 of the 2005 Plan are
deleted in their entirety and replaced with the following:

    


    4.           Stock Subject to the Plan.  At no time shall
the number of shares of Stock issued pursuant to or subject to outstanding
Awards granted under the Plan (including pursuant to Incentive Options), nor the
number of shares of Stock issued pursuant to Incentive Options, exceed
3,150,0001 shares of Stock; subject, however, to the
provisions of Section 8 of the Plan. For purposes of applying the foregoing
limitation, (a) if any Option or Stock Appreciation Right expires, terminates,
or is cancelled for any reason without having been exercised in full, or if any
other Award is forfeited by the recipient, the shares not purchased by the
Optionee or which are forfeited by the recipient shall again be available for
Awards to be granted under the Plan and (b) if any Option is exercised by
delivering previously owned shares in payment of the exercise price therefor,
only the net number of shares, that is, the number of shares issued minus the
number received by the Company in payment of the exercise price, shall be
considered to have been issued pursuant to an Award granted under the Plan. In
addition, settlement of any Award shall not count against the foregoing
limitations except to the extent settled in the form of Stock. Shares of Stock
issued pursuant to the Plan may be either authorized but unissued shares or
shares held by the Company in its treasury.

    


    8.1.           Adjustment for Corporate
Actions. All of the share numbers set forth in the Plan reflect the
capital structure of the Company as of June 5, 2006. Subject to Section 8.2, if
subsequent to that date the outstanding shares of Stock (or any other securities
covered by the Plan by reason of the prior application of this Section) are
increased, decreased, or exchanged for a different number or kind of shares or
other securities, or if additional shares or new or different shares or other
securities are distributed with respect to shares of Stock, through merger,
consolidation, sale of all or substantially all the property of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split, or other similar distribution with respect to such shares
of Stock, an appropriate and proportionate adjustment will be made in (i) the
maximum numbers and kinds of shares provided in Section 4, (ii) the numbers and
kinds of shares or other securities subject to the then outstanding Awards,
(iii) the exercise price for each share or other unit of any other securities
subject to then outstanding Options and Stock Appreciation Rights (without
change in the aggregate purchase price as to which such Options or Rights remain
exercisable), and (iv) the repurchase price of each share of Restricted Stock
then subject to a Risk of Forfeiture in the form of a Company repurchase
right.

    


     

    
      1 Such number equates to amounts approved
by stockholders on: May 21, 2008 – 3,150,000 shares of Stock; on May 17, 2007 –
1,675,000 shares of Stock; and May 19, 2006 - 1,000,000 shares of Stock
(originally 5,000,000 shares of Stock adjusted as a result of the one-for-five
reverse stock split effected on June 5, 2006).

    


    


    IN WITNESS WHEREOF, the Company has
adopted this Amendment, effective as of the 21st day of May, 2008.

    


    ACCESS
PHARMACEUTICALS

    


    By:  /s/  Stephen B.
Thompson

    Stephen
B. Thompson

    Chief
Financial Officer