EXHIBIT
      10.38








AMENDMENT
      TO AMENDED AND RESTATED 7.5% SECURED CONVERTIBLE PROMISSORY NOTE DUE APRIL
      27,
      2007





This
      Amendment, dated April 26, 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 April 27, 2007 and dated as of March 30, 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:





a.  All
      references to "April 27, 2007" in each Note are hereby deleted and replaced
      with
      "June 11, 2007”; and





b.  The
      first
      paragraph of Section 1(a) of the Note is revised by inserting the following
      language at the end thereof:





“In
      order
      for any repayment of this Note, other than a Prepayment with respect to which
      Section 1(c) below applies, to be effective, the Company shall give not less
      than five (5) business days prior written notice to the Payee stating that
      it
      intends to make such repayment and certifying that it reasonably believes it
      will be able to do so (a “ Repayment
      Notice ”).
      Nothing herein shall limit the right of the Payee to convert this Note into
      Common Stock at any time after receipt of the Repayment Notice and prior to
      the
      time at which repayment is received.”





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 NOTE NOR THE TRANSACTIONS
      CONTEMPLATED HEREBY TO BE, AND THIS NOTE 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 APRIL
      27,
      2007





This
      Amendment, dated April 26, 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 April 27, 2007 and dated as of March 30, 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:





a.  All
      references to "April 27, 2007" in each Note are hereby deleted and replaced
      with
      "June 11, 2007”; and





b.  The
      first
      paragraph of Section 1(a) of the Note is revised by inserting the following
      language at the end thereof:





“In
      order
      for any repayment of this Note, other than a Prepayment with respect to which
      Section 1(c) below applies, to be effective, the Company shall give not less
      than five (5) business days prior written notice to the Payee stating that
      it
      intends to make such repayment and certifying that it reasonably believes it
      will be able to do so (a “ Repayment
      Notice ”).
      Nothing herein shall limit the right of the Payee to convert this Note into
      Common Stock at any time after receipt of the Repayment Notice and prior to
      the
      time at which repayment is received.”





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 NOTE NOR THE TRANSACTIONS
      CONTEMPLATED HEREBY TO BE, AND THIS NOTE 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 APRIL
      27,
      2007





This
      Amendment, dated April 26, 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 April 27, 2007 and dated as of March 30, 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:





a.  All
      references to "April 27, 2007" in each Note are hereby deleted and replaced
      with
      "June 11, 2007”; and





b.  The
      first
      paragraph of Section 1(a) of the Note is revised by inserting the following
      language at the end thereof:





“In
      order
      for any repayment of this Note, other than a Prepayment with respect to which
      Section 1(c) below applies, to be effective, the Company shall give not less
      than five (5) business days prior written notice to the Payee stating that
      it
      intends to make such repayment and certifying that it reasonably believes it
      will be able to do so (a “ Repayment
      Notice ”).
      Nothing herein shall limit the right of the Payee to convert this Note into
      Common Stock at any time after receipt of the Repayment Notice and prior to
      the
      time at which repayment is received.”





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 NOTE NOR THE TRANSACTIONS
      CONTEMPLATED HEREBY TO BE, AND THIS NOTE 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 APRIL
      27,
      2007





This
      Amendment, dated April 26, 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 April 27, 2007 and dated as of March 30, 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:





a.  All
      references to "April 27, 2007" in each Note are hereby deleted and replaced
      with
      "June 11, 2007”; and





b.  The
      first
      paragraph of Section 1(a) of the Note is revised by inserting the following
      language at the end thereof:





“In
      order
      for any repayment of this Note, other than a Prepayment with respect to which
      Section 1(c) below applies, to be effective, the Company shall give not less
      than five (5) business days prior written notice to the Payee stating that
      it
      intends to make such repayment and certifying that it reasonably believes it
      will be able to do so (a “ Repayment
      Notice ”).
      Nothing herein shall limit the right of the Payee to convert this Note into
      Common Stock at any time after receipt of the Repayment Notice and prior to
      the
      time at which repayment is received.”





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 NOTE NOR THE TRANSACTIONS
      CONTEMPLATED HEREBY TO BE, AND THIS NOTE 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 APRIL
      27,
      2007





This
      Amendment, dated April 26, 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 April 27, 2007 and dated as of March 30, 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:





a.  All
      references to "April 27, 2007" in each Note are hereby deleted and replaced
      with
      "June 11, 2007”; and





b.  The
      first
      paragraph of Section 1(a) of the Note is revised by inserting the following
      language at the end thereof:





“In
      order
      for any repayment of this Note, other than a Prepayment with respect to which
      Section 1(c) below applies, to be effective, the Company shall give not less
      than five (5) business days prior written notice to the Payee stating that
      it
      intends to make such repayment and certifying that it reasonably believes it
      will be able to do so (a “ Repayment
      Notice ”).
      Nothing herein shall limit the right of the Payee to convert this Note into
      Common Stock at any time after receipt of the Repayment Notice and prior to
      the
      time at which repayment is received.”





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 NOTE NOR THE TRANSACTIONS
      CONTEMPLATED HEREBY TO BE, AND THIS NOTE 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 for


Title:
      Lake End Capital











AMENDMENT
      TO AMENDED AND RESTATED 7.5% SECURED CONVERTIBLE PROMISSORY NOTE DUE APRIL
      27,
      2007





This
      Amendment, dated April 26, 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 April 27, 2007 and dated as of March 30, 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:





a.  All
      references to "April 27, 2007" in each Note are hereby deleted and replaced
      with
      "June 11, 2007”; and





b.  The
      first
      paragraph of Section 1(a) of the Note is revised by inserting the following
      language at the end thereof:





“In
      order
      for any repayment of this Note, other than a Prepayment with respect to which
      Section 1(c) below applies, to be effective, the Company shall give not less
      than five (5) business days prior written notice to the Payee stating that
      it
      intends to make such repayment and certifying that it reasonably believes it
      will be able to do so (a “ Repayment
      Notice ”).
      Nothing herein shall limit the right of the Payee to convert this Note into
      Common Stock at any time after receipt of the Repayment Notice and prior to
      the
      time at which repayment is received.”





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 NOTE NOR THE TRANSACTIONS
      CONTEMPLATED HEREBY TO BE, AND THIS NOTE 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 for


Title:
      Lake End Capital











AMENDMENT
      TO AMENDED AND RESTATED 7.5% SECURED CONVERTIBLE PROMISSORY NOTE DUE APRIL
      27,
      2007





This
      Amendment, dated April 26, 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 April 27, 2007 and dated as of March 30, 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:





a.  All
      references to "April 27, 2007" in each Note are hereby deleted and replaced
      with
      "June 11, 2007”; and





b.  The
      first
      paragraph of Section 1(a) of the Note is revised by inserting the following
      language at the end thereof:





“In
      order
      for any repayment of this Note, other than a Prepayment with respect to which
      Section 1(c) below applies, to be effective, the Company shall give not less
      than five (5) business days prior written notice to the Payee stating that
      it
      intends to make such repayment and certifying that it reasonably believes it
      will be able to do so (a “ Repayment
      Notice ”).
      Nothing herein shall limit the right of the Payee to convert this Note into
      Common Stock at any time after receipt of the Repayment Notice and prior to
      the
      time at which repayment is received.”





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 NOTE NOR THE TRANSACTIONS
      CONTEMPLATED HEREBY TO BE, AND THIS NOTE 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 for


Title:
      Lake End Capital