EXHIBIT
      10.35







**ACCESS
      PHARMACEUTICALS, INC.**


**2007
      Special Stock Option Plan and Agreement**





This
      2007
      Special Stock Option Plan and Agreement (this "Plan"), dated as of January
      4,
      2007 (the "Grant Date"), is by and between Access Pharmaceuticals, Inc., a
      Delaware corporation (the "Company"), and Stephen Seiler (the
      "Grantee").





**RECITALS:**





A.  As
      an
      inducement to the Grantee to become Chief Executive Officer of the Company,
      this
      Plan was adopted by the Board of Directors of the Company (the "Board") and
      awards to the Grantee, effective as of the Grant Date, an option to purchase
      450,000 shares of the authorized but unissued shares of common stock, par value
      $0.01 per share, of the Company (the "Common Stock"); and





B.  The
      Grantee has been designated by the Board to participate in this
      Plan.





In
      consideration of the foregoing and the mutual covenants hereinafter set forth
      and other good and valuable consideration, the receipt and adequacy of which
      are
      hereby acknowledged, the parties hereto agree as follows:





**1.**  **Option.**





(a)  Award .
      The
      Company hereby awards to the Grantee, pursuant to the terms and conditions
      set
      forth herein, an option (the "Option") to purchase 450,000 shares of Common
      Stock. The Option is not to be treated as an "incentive stock option" within
      the
      meaning of Section 422 of the Internal Revenue Code of 1986, as
      amended.





(b)  Exercise
      Price .
      The
      exercise price per share of Common Stock payable upon exercise of the Option
      is
      $2.90, which price is the closing price of the Common Stock as of January 3,
      2007 (the last trading day preceding the Grant Date). Payment for shares of
      Common Stock purchased upon exercise of the Option shall be made in full upon
      exercise of the Option and may be made:




(i)  in
      cash;




(ii)  by
      check
      payable to the order of the Company;




(iii)  subject
      to the approval of the committee of the Board responsible for the administration
      of this Plan (or the Board if no such committee exists) (the "Committee"),
      and
      to such conditions as the Committee in its sole discretion may deem necessary
      to
      avoid adverse accounting effects to the Company, by delivery to the Company
      of
      shares of Common Stock having a market value equal to the exercise price
      therefor (which market value shall be determined by reference to the closing
      price of the Common Stock on the date of exercise of the Option on any national
      securities exchange or other established market on which the Common Stock is
      then traded (or, if the Common Stock is not then so listed, the market value
      of
      the Common Stock as determined by the Committee)); or




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(iv)  if
      the
      Common Stock is then traded on
      any
      national securities exchange or other established market ,
      through
      and under the terms and conditions of any formal cashless exercise program
      authorized by the Company entailing the sale of the Common Stock subject to
      the
      Option in a brokered transaction (other than to the Company).




(c)  Exercise
      Date .
      The
      Option may be exercised at any time, in whole or in part, or from time to time,
      after the Grant Date and to the extent that the Option shall have become
      exercisable as provided in Section 2 hereof. This Plan shall not be construed
      to
      require the Option to be exercised in installments at fixed
      intervals.





(d)  Expiration .
      The
      Option may not be exercised after January 4, 2017 or, if earlier, after the
      occurrence of any one of the following events:





(i)  one
      year
      after the Grantee's termination of association with the Company, as an employee,
      or consultant , of the Company or any subsidiary, irrespective of whether
      the termination is voluntary or otherwise, except that the Option exercise
      period shall not expire (A) in the case of the Grantee's total and permanent
      disability, until the determination required in (ii) below shall have been
      made
      and in which case the Option exercise period shall expire in accordance with
      paragraph (d) (ii) below; or (B) in the case of the Grantee's death, in which
      case the Option exercise period shall expire in accordance with (iii) below.
      Military or sick leave or other bona fide leave shall not be deemed a
      termination of employment or other association, provided that it does not exceed
      the longer of ninety (90) days or the period during which the absent Grantee's
      reemployment rights, if any, are guaranteed by statute or by contract;





(ii)  the
      Grantee's disability determined in accordance with that certain Employment
      Agreement (the "Employment Agreement"), dated as of the date hereof, by and
      between the Company and the Grantee. The Grantee, or his legal representative,
      shall have the right at any time within one year after the determination of
      such
      disability to exercise the Option to the extent the Grantee could have exercised
      the Option immediately before such determination pursuant to the provisions
      of
      Section 2 hereof; and





(iii)  the
      Grantee's death during his association with the Company, if he shall not have
      fully exercised the Option, in which case the Option may be exercised at any
      time within one year after the Grantee's death by the Grantee's personal
      representative, beneficiary or legal heirs to the extent the Grantee could
      have
      exercised the Option immediately before his death pursuant to the provisions
      of
      Section 2 hereof. The Option shall be exercised only by the Grantee's
      transferee, who shall be the person or persons entitled to the Option under
      the
      Grantee's will, or, if he shall fail to make testamentary disposition of the
      Option, his legal representative or legal heirs. Any transferee exercising
      the
      Option must furnish the Company (A) written notice of his status as transferee;
      (B) evidence satisfactory to the Company to establish the validity of the
      transfer of the Option, and compliance with any laws or regulations pertaining
      to said transfer; and (C) written acceptance by the transferee of the terms
      and
      conditions of the Option as prescribed in this Plan.





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(e)  Rights
      of Holder of Option .
      The
      Grantee shall have no rights as a shareholder of the Company with respect to
      any
      shares of Common Stock subject to this Option until he shall have become the
      holder of record of such shares, and he shall not be entitled to any dividends
      or distributions or other rights in respect of such shares for which the record
      date is prior to the date on which he shall have become the holder of record
      thereof.





**2.**  **Vesting** **.** The
      Option granted hereunder shall not be exercisable except to the extent it shall
      have vested. The Option shall vest as follows:





(a)  the
      Option shall be exercisable on January 4, 2008 for 25% of the original number
      of
      shares of Common Stock subject to the Option;





(b)  the
      Option shall be exercisable on February 4, 2008 and the fourth day of each
      month
      thereafter for an additional 2.0833% of the original number of shares of Common
      Stock subject to the Option until the Option shall have become exercisable
      for
      all shares of Common Stock subject to the Option; and





(c)  the
      Option shall be exercisable for all of the shares of Common Stock subject to
      the
      Option, to the extent the Option has not then become exercisable for such
      shares, upon the occurrence of a Change of Control (as defined in the Employment
      Agreement).





**3.**  **Exercise
      of Option** .





(a)  Notice .
      The
      Option may be exercised by giving written notice to the Company specifying
      the
      number of shares of Common Stock to be purchased accompanied by payment in
      full
      of the applicable exercise price therefor in accordance with Section 1 (b)
      or by
      the surrender and cancellation of a portion of the shares issuable under this
      Option, on a net exercise basis, which amount shall be credited toward the
      exercise price based on the closing price of the Common Stock on the trading
      date prior to such exercise. Any written notice to be given to the Company
      hereunder shall be addressed to the Company, in care of its Chief Financial
      Officer, at the Company's then current address. Any written notice to be given
      to the Grantee hereunder shall be addressed to the Grantee at the address the
      Grantee may hereafter designate to the Company in writing. Any such written
      notice shall be deemed to have been duly given if and when enclosed in a
      properly sealed envelope, addressed as aforesaid, registered and deposited,
      postage prepaid, in a post office or branch post  office
      regularly maintained by the United States Government, or by if given by
      reputable overnight courier, addressed as aforesaid, upon receipt.





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(b)  Withholding .
      Whenever shares of Common Stock are issued or to be issued pursuant to the
      Option, the Company shall have the right to require the Grantee to remit to
      the
      Company an amount sufficient to satisfy federal, state, local or other
      withholding tax requirements if, when, and to the extent required by law prior
      to the delivery of any certificate or certificates for such shares. The
      obligations of the Company hereunder shall be conditional on satisfaction of
      all
      such withholding obligations and the Company shall, to the extent permitted
      by
      law, have the right to deduct any such taxes from any payment of any kind
      otherwise due to the Grantee. The Grantee may elect, subject to the approval
      of
      the Committee, acting in its sole discretion, to satisfy any withholding
      requirement, in whole or in part, by having the Company withhold shares to
      satisfy the minimum statutory total tax withholding obligation of the
      Company.








**4.**  **Miscellaneous** **.**





(a)  Non-Transferability
      of Option .
      Unless
      otherwise authorized by the Committee or the Board, (i) the Option shall not
      be
      transferable except by will or the laws of descent and distribution or pursuant
      to a valid domestic relations order, and (ii) during the lifetime of the
      Grantee, the Option shall be exercised only be him or his legal guardian or
      legal representative.





(b)  Governing
      Law .
      This
      Plan shall be governed, interpreted and enforced in accordance with the laws
      of
      the State of Delaware, without regard to the conflict of laws principles
      thereof.





(c)  Binding
      Agreement; Amendment .
      Subject
      to the limitations on the transferability of the Option contained herein, this
      Plan shall be binding upon and insure to the benefit of the beneficiaries,
      heirs, legal representatives, successors and assigns of the parties hereto.
      This
      Plan may be amended only by a writing signed by the Company and the
      Grantee.





(d)  Tax
      Consequences .
      The
      Grantee agrees and acknowledges that (i) the Company makes no representation
      or
      warranty as to the tax treatment to the Grantee of the Grantee's receipt or
      exercise of the Option or upon the Grantee's sale or other disposition of shares
      of Common Stock subject to the Option, and (ii) the Grantee must rely on his
      own
      tax advisors for such advice.





(e)  Adjustment
      of Exercise Price and Common Stock Subject to Option .
      The
      exercise price and number of shares of Common Stock subject to the Option are
      su bject
      to
      proportionate adjustment in the event of any stock dividend, stock split,
      combination of shares, reorganization, recapitalization, reclassification or
      other similar event affecting the Common Stock occurring after the Grant Date.
      Any adjustment pursuant to this Section 4(e) shall be determined and made,
      if at all, by the Committee, whose determination, absent manifest error, shall
      be final and binding. No fraction of a share shall be purchasable or deliverable
      upon exercise of the Option, but in the event any adjustment hereunder of the
      number of shares shall cause such number to include a fraction of a share,
      such
      number of shares shall be adjusted to the nearest smaller whole number of
      shares. No adjustment of the exercise price per share shall result in an
      exercise price which is less than the par value of the Common
      Stock.





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(f)  Acquisition
      Events .





(1)  Definitions .  An
      “Acquisition Event” shall mean: (a) any merger or consolidation of the Company
      with or into another entity as a result of which all of the Common Stock of
      the
      Company is converted into or exchanged for the right to receive cash, securities
      or other property or is cancelled, (b) any exchange of all of the Common Stock
      of the Company for cash, securities or other property pursuant to a share
      exchange transaction or (c) any liquidation or dissolution of the
      Company.





(2)  Effect
      on Option .  Upon
      the occurrence of an Acquisition Event, or the execution by the Company of
      any
      agreement with respect to an Acquisition Event, the Board shall take any one
      or
      more of the following actions with respect to the option represented by this
      Agreement and this Agreement shall be deemed amended to the extent required
      by
      such action: (i) provide that this option shall be assumed, or a substantially
      equivalent option shall be substituted, by the acquiring or succeeding
      corporation (or an affiliate thereof), (ii) upon written notice to the Employee,
      provide that this option to the extent unexercised shall become exercisable
      in
      full and will terminate immediately prior to the consummation of such
      Acquisition Event unless exercised by the Employee within a specified period
      following the date of such notice, (iii) provide that this option shall become
      realizable in whole or in part prior to or upon such Acquisition Event, (iv)
      in
      event of an Acquisition Event under the terms of which holders of Common Stock
      will receive upon consummation thereof a cash payment for each share surrendered
      in the Acquisition Event (the “Acquisition Price”), make or provide for a cash
      payment to the Employee equal to (A) the Acquisition Price times the number
      of
      shares of Common Stock subject to this Option (to the extent the exercise price
      does not exceed the Acquisition Price) minus (B) the aggregate exercise price
      of
      all outstanding Options under this Agreement, in exchange for the termination
      of
      this Option, (v) provide that in connection with a liquidation or dissolution
      of
      the Company, this option shall convert into the right to receive liquidation
      proceeds (if applicable, net of the exercise price thereof) and (vi) any
      combination of the foregoing.





(g)  Violation
      of Law .
      Notwithstanding any other provision hereunder, if, at any time, in the
      reasonable opinion of the Company, the issuance of shares of Common Stock
      subject to the Option may constitute a violation of law, then the Company may
      delay such issuance and the delivery of a certificate for such shares until
      (i)
      approval shall have been obtained from such governmental agencies, other than
      the Securities and Exchange Commission (the "SEC"), as may be required under
      any
      applicable law, rule, or regulation and (ii) in the case where such issuance
      would constitute a violation of a law administered by or a regulation of the
      SEC, one of the following conditions shall have been satisfied:





(A)  the
      shares are at the time of the issue of such shares effectively registered under
      the Securities Act of 1933, as amended (the "Act"); or





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(B)  the
      Company shall have determined, on such basis as it deems appropriate (including
      an opinion of counsel in form and substance satisfactory to the Company) that
      the sale, transfer, assignment, pledge, encumbrance or other disposition of
      such
      shares or such beneficial interest, as the case may be, does not require
      registration under the Act or any applicable state securities laws.





(h)  Investment
      Representations .
      The
      Company shall be under no obligation to issue any shares subject to the Option
      unless such shares have been effectively registered under the Act or the Grantee
      shall have made such written representations to the Company (upon which the
      Company believes it may reasonably rely) as the Company may deem necessary
      or
      appropriate for purposes of confirming that the issuance of such shares will
      be
      exempt from the registration requirements of the Act and any applicable state
      securities laws and otherwise in compliance with all applicable laws, rules
      and
      regulations, including but not limited to that the Grantee is acquiring such
      shares for his own account for the purpose of investment and not with a view
      to,
      or for sale in connection with, the distribution of any such
      shares.








[ *signature
      page follows* ]











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IN
      WITNESS WHEREOF, the parties have executed this Plan, effective as of the date
      first above written.








Company :








**ACCESS
      PHARMACEUTICALS, INC.**








By: /s/
      Stephen B. Thompson


Stephen
      B. Thompson


Treasurer
      and Chief Financial Officer








Grantee :








By: /s
      Stephen Seiler


Stephen
      Seiler