**Exhibit No. 10.33**

**AMENDMENT TORIGHTS AGREEMENT**

This Amendment to RightsAgreement, dated as of February 16, 2006 (the “Amendment”), is byand between Access Pharmaceuticals, Inc., a Delaware corporation (the “Company”),and American Stock Transfer & Trust Company, a New York corporation(the “Rights Agent”), amending certain provisions of the RightsAgreement, dated as of October 31, 2001 (as amended and in effect fromtime to time, including, without limitation, by that certain Amendment toRights Agreement, dated as of October 31, 2005, the “Agreement”),by and between the Company and the Rights Agent. Terms not otherwise definedherein which are defined in the Agreement shall have the same respectivemeanings herein as therein.

WHEREAS, in accordancewith Section 28 of the Agreement, the Company has directed prior to theDistribution Date that it and the Rights Agent amend certain provisions of theAgreement as specifically set forth in this Amendment.

NOW, THEREFORE, inconsideration of the mutual agreements contained herein and for other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:

1.             Amendment to Agreement. The Agreement is herebyamended as follows:

(a)           The defined term “Acquiring Person”in Section 1(a) of the Agreement is hereby deleted in its entiretyand replaced with the following:

“Acquiring Person”means any Person who, together with all Affiliates and Associates of suchPerson, is the Beneficial Owner of 15% or more of the Common Shares of theCompany then outstanding or who was such a Beneficial Owner at any time afterthe date hereof, whether or not such Person continues to be the BeneficialOwner of 15% or more of the Common Shares then outstanding, but will notinclude the Company, any Subsidiary of the Company, any employee benefit planof the Company or any Subsidiary of the Company, or any entity holdingsecurities of the Company organized, appointed, or established by the Companyor any Subsidiary for or pursuant to the terms of any such plan. Notwithstandingthe foregoing, (i) Heartland, will not be deemed to be an Acquiring Personso long as Heartland does not own, in the aggregate, in excess of 20% of theissued and outstanding Common Shares, (ii) Oracle will not be deemed to bean Acquiring Person so long as Oracle does not own, in the aggregate, in excessof 35% of the issued and outstanding Common Shares, (iii) SCO CapitalPartners LLC, together with all of its affiliates and associates (including, withoutlimitation, Beach Capital LLC and Lake End Capital LLC) (“SCO”), willnot be deemed to be an Acquiring Person at any time and (iv) no Personwill become an “Acquiring Person” solely as the result of an acquisition ofCommon Shares by the Company which, by reducing the number of sharesoutstanding, increases the proportionate number of shares beneficially owned bysuch Person to 15% or more of the Common Shares of the Company thenoutstanding, or in 

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the case of Heartland orOracle, to 20% or 35%, respectively, or more of the Common Shares of theCompany then outstanding; *provided, however*,that if a Person (other than SCO) becomes the Beneficial Owner of 15% or more,or in the case of Heartland or Oracle 20% or 35%, respectively, or more, of theCommon Shares of the Company then outstanding by reason of share purchases bythe Company, and after such share purchases by the Company becomes theBeneficial Owner of any additional Common Shares of the Company, then suchPerson will be deemed to be an “Acquiring Person.”  Notwithstanding the foregoing, if the Boardof Directors of the Company determines in good faith that a Person who wouldotherwise be an “Acquiring Person,” as defined pursuant to the foregoingprovisions of this paragraph (a), has become such inadvertently, and suchPerson divests as promptly as practicable a sufficient number of Common Sharesso that such Person would no longer be an “Acquiring Person,” as definedpursuant to the foregoing provisions of this paragraph (a), then such Personshall not be deemed to be an “Acquiring Person” for any purposes of this RightsAgreement.”

(b)           Section 3(a) of theAgreement is hereby deleted in its entirety and replaced with the following:

“(a)         Until the earlier of:

(i)            the close of business on the tenthBusiness Day after the Shares Acquisition Date; or

(ii)           the tenth Business Day (or such laterdate as may be determined by action of the Board of Directors prior to suchtime as any Person becomes an Acquiring Person) after the date of thecommencement by any Person (other than SCO, the Company, any Subsidiary of theCompany, any employee benefit plan of the Company or of any Subsidiary of theCompany or any entity holding Common Shares for or pursuant to the terms of anysuch plan) of, or of the first public announcement of the intention of anyPerson (other than SCO, the Company, any Subsidiary of the Company, anyemployee benefit plan of the Company or of any Subsidiary of the Company or anyentity holding Common Shares for or pursuant to the terms of any such plan) tocommence, a tender or exchange offer, the consummation of which would result inany Person (other than Heartland or Oracle) becoming the Beneficial Owner ofCommon Shares aggregating 15% or more of the then outstanding Common Shares, orin the case of Heartland or Oracle, the consummation of which would result insuch Person becoming the Beneficial Owner of Common Shares aggregating 20% or35%, respectively, or more of the then outstanding Common Shares;

(including any such datewhich is after the date of this Agreement and prior to the issuance of theRights; the earliest of such dates being herein referred to as the “DistributionDate”):

(x)            no Right may be exercised;

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(y)           the Rights will be evidenced (subjectto the provisions of Section 3(b) hereof) by the certificates forCommon Shares registered in the names of the holders thereof (whichcertificates will also be deemed to be certificates for Rights) and not byseparate certificates; and

(z)            the Rights (and the right to receivecertificates therefor) will be transferable only in connection with thetransfer of the underlying Common Shares.

As soon as practicableafter the Distribution Date, the Company will prepare and execute, the RightsAgent will countersign, and the Company will send or cause to be sent (and ifrequested, the Rights Agent will send) by first-class, postage-prepaid mail orother appropriate means, to each record holder of Common Shares as of the Closeof Business on the Distribution Date, at the address of such holder shown onthe records of the Company, a certificate for Rights, in substantially the formof the attached Exhibit B (collectively, “Rights Certificates”),evidencing one Right for each Common Share so held. As of and after theDistribution Date, the Rights will be evidenced solely by Rights Certificates.”

(c)           The second paragraph of Exhibit Cof the Agreement is hereby deleted in its entirety and replaced with thefollowing:

“Initially, the Rightswill be attached to all certificates representing Common Shares thenoutstanding, and no separate Rights certificates will be distributed. Until theearlier to occur of (i) 10 business days following a public announcementthat a person or group of affiliated or associated persons other than SCOCapital Partners LLC, together with all of its affiliates and associates(including, without limitation, Beach Capital LLC and Lake End Capital LLC) (“SCO”)(an “Acquiring Person”), have acquired beneficial ownership of 15% ormore, or in the case of Heartland Advisors, Inc., together with all of itsaffiliates and associates (“Heartland”), or Oracle Partners LP, togetherwith all of its affiliates and associates (“Oracle”), 20% or 35%,respectively, or more, of the outstanding Common Shares (the date of such anannouncement being a “Shares Acquisition Date”), or (ii) 10business days (or such later date as may be determined by action of the Boardof Directors prior to such time as any Person becomes an Acquiring Person)following the commencement of, or announcement of an intention to make, atender offer or exchange offer the consummation of which would result in thebeneficial ownership by a person or group (other than SCO, Heartland or Oracle)of 15% or more, or in the case of Heartland or Oracle, 20% or 35%, respectively,or more, of such outstanding Common Shares (in either case, (i) or (ii),the “Distribution Date”), the Rights will be evidenced, with respect toany of the Common Share certificates outstanding as of the Record Date, by suchCommon Share certificates together with a copy of this Summary of Rights.”

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2.             Condition to Effectiveness. This Amendment shallnot become effective until executed by the Company and the Rights Agent.

3.             Ratification, Etc. Except as expressly amendedhereby, all terms and conditions of the Agreement are hereby ratified andconfirmed in all respects and shall continue in full force and effect. TheAgreement and this Amendment shall be read and construed as a single agreement.All references to the Agreement shall hereafter refer to the Agreement, asamended hereby.

4.             No Waiver. Nothing contained herein shallconstitute a waiver of, impair or otherwise affect, any obligation of theCompany under the Agreement or any rights of any party consequent thereon.

5.             Counterparts. This Amendment may be executed inone or more counterparts, each of which shall be deemed an original but whichtogether shall constitute one and the same instrument.

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

*[theremainder of this page is left blank intentionally]*

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IN WITNESSWHEREOF, the parties hereto have executed this Amendment as a document underseal 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 |

 

[*Rights Agent signature appears onfollowing page*]

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|        |   | Rights Agent:                                                       |
|--------|--------|---------------------------------------------------------------------|
|   |   | AMERICAN STOCK TRANSFER &   TRUST COMPANY, as Rights Agent |
|   |   | By:                                                                 | /s/ Herbert J. Lemmer |   |
|   |   | Name: Herbert J.  Lemmer                                            |   |
|   |   | Title: Vice  President                                              |

 

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