EXHIBIT
      10.37










**AMENDMENT
      TO 7.0% (SUBJECT TO ADJUSTMENT) CONVERTIBLE PROMISSORY NOTES DUE APRIL 28,
      2007**





This
      Amendment to 7.0% (Subject to Adjustment) Convertible Promissory Notes
      previously Due September 13, 2005, dated as of April 24,2007 and currently
      due
      April 28, 2007 (the " Amendment "),
      is by
      and among Access Pharmaceuticals, Inc., a Delaware corporation (the
      " Company "),
      and
      each of Oracle Partners LP, Oracle Institutional Partners LP, SAM Oracle
      Investments Inc. and Oracle Offshore Ltd. (each, a " Holder "),
      amending certain provisions of those certain 7.0% (Subject to Adjustment)
      Convertible Promissory Notes Due April 28, 2007 (each as amended and in effect
      from time to time, a " Note ")
      from
      the Company to each Holder in the original principal amount of $2,524,500,
      $698,500, $660,000 and $132,000, respectively. Terms not otherwise defined
      herein which are defined in any Note shall have the same respective meanings
      herein as therein.





WHEREAS,
      the Company and each Holder have agreed to modify certain terms and conditions
      of each 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 Each Note .
      Each
      Note is hereby amended as follows:





(a)  The
      title
      of each Note is hereby deleted in its entirety and replaced with the
      following:





"7.0%
      (Subject to Adjustment) Convertible Promissory Note Due
      June 12, 2007."





(b)  All
      references to "April 28, 2007" in each Note are hereby deleted and replaced
      with
      "June 12, 2007."





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





3.  Ratification,
      Etc .
      Except
      as expressly amended hereby, all terms and conditions of each Note, as amended,
      are hereby ratified and confirmed in all respects and shall continue in full
      force and effect. Each Note and this Amendment shall be read and construed
      as a
      single agreement. All references to any Note shall hereafter refer to such
      Note,
      as amended hereby.








4.  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.





5.  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.





6.  Governing  Law .
      This
      amendment shall be governed by, and construed in accordance with, the laws
      of
      the State of Texas (without reference to conflict of laws).








*[the
      remainder of this page is left blank intentionally]*


-2-


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




Holders :





ORACLE
      PARTNERS LP




By :
      /s/
      Joel Liffmann


Name:
      Joel Liffmann


Title:
      Authorized Agent





ORACLE
      INSTITUTIONAL PARTNERS LP




By :
      /s/
      Joel Liffmann


Name:
      Joel Liffmann


Title:
      Authorized Agent





SAM
      ORACLE INVESTMENTS INC.




By :
      /s/
      Joel Liffmann


Name:
      Joel Liffmann


Title:
      Authorized Agent







ORACLE
      OFFSHORE LTD.




By :
      /s/
      Joel Liffmann


Name:
      Joel Liffmann


Title:
      Authorized Agent