EXHIBIT
      10.39





AMENDMENT
        TO INVESTOR RIGHTS AGREEMENTS
 
 This
        Amendment, dated as of April 30, 2007 (this “Amendment”), amends the Investor
        Rights Agreement, dated as of October 24, 2006 and the Investor Rights Agreement
        dated as of December 6, 2006 (the “ Agreements ”),
        in
        each case, by and among Access Pharmaceuticals, Inc., a Delaware corporation
        (the " Company "),
        and
        SCO Capital Partners LLC and Lake End Capital LLC, (the “ Purchasers ”).
        Terms
        not otherwise defined herein which are defined in the Agreements shall have
        the
        same respective meanings herein as therein.
 
 WHEREAS,
        the Company and the Purchasers have agreed to modify certain terms and
        conditions of the Agreements 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 Agreements .
        Each
        Agreement is hereby amended as follows:
 
 (a)
        The
        definition of “Filing Date” in each Agreement is hereby amended and restated in
        its entirety to read as follows:
 
 “‘ *Filing
        Date* ’
means
        the earlier of (i) the date on which the registration statement in connection
        with a Qualified Financing is required to be filed pursuant to the transaction
        documents for such Qualified Financing, or (ii) August 31, 2007.”
 
 (b)
        The
        definition of “Qualified Financing” in each Agreement is hereby amended and
        restated in its entirety to read as follows:
 
 “‘ *Qualified
        Financing* ’
means
        the next equity financing (including, without limitation, an offering of
        convertible debt securities or other convertible securities) of the Company
        in
        connection with which the Company registers the equity securities (or underlying
        equity securities, as the case may be) pursuant to the Securities
        Act.”
  
 2.  Condition
        to Effectiveness .
        This
        Amendment shall not become effective until the Purchasers receive a counterpart
        of this Amendment executed by the Company.
 
 3.  Ratification,
        Etc .
        Except
        as expressly amended hereby, all terms and conditions of the Agreements,
        as
        amended, are hereby ratified and confirmed in all respects and shall continue
        in
        full force and effect. All references to the Agreements shall hereafter refer
        to
        such Agreements, as amended hereby.
 
 
 4.  No
        Waiver .
        Nothing
        contained herein shall constitute a waiver of, impair or otherwise affect,
        any
        obligation of the Company under the Agreements or any rights of any Purchaser
        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. The executed signature pages hereto may be delivered by facsimile
        or
        other means of electronic image transmission, such a copy of any signature
        page
        hereto shall have the same force an effect as an original thereof.
 
 6.  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).
 
 
 *[Remainder
        of this Page Intentionally Left Blank]*
 
 -
            1
            -
 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
   Purchasers :
 
 SCO
        CAPITAL PARTNERS LLC
 
 By: /s/
        Steven H. Rouhandeh
 Name:
        Steven H. Rouhandeh
 Title:
        Chairman
 
 
 LAKE
        END
        CAPITAL LLC
 
 By: /s/
        Jeffrey B. Davis
 Name:
        Jeffrey B. Davis
 Title:
        Managing Member
 
 -
            2
            -