OMNIBUS
      AMENDMENT AND CONSENT 

    


    OMNIBUS
      AMENDMENT AND CONSENT EFFECTIVE AS OF August 16, 2006 (this “Omnibus
      Amendment and Consent”)
      by and
      among Acura Pharmaceuticals, Inc. (the “Company”),
      and
      Acura Pharmaceutical Technologies, Inc. and the following lenders (“Lenders”):
      Galen
      Partners III, L.P. (as agent for the other lenders (“Agent”)
      and as
      a lender itself), Galen Partners International, III, L.P., Galen Employee Fund
      III, L.P., Care Capital Offshore Investments II, LP, Care Capital Investments
      II, LP, Essex Woodlands Health Ventures V, L.P., Dennis Adams, George E.
      Boudreau, Michael Weisbrot, Susan Weisbrot; and the following persons with
      respect to Sections 5, 6, 7, and 8: John E. Heppe Jr. and Peter Steiglitz
      (“Additional
      Watson Holders”).

    


    Capitalized
      terms used herein and not defined herein have the meanings set forth in the
      Subordination Agreement dated as of January 31, 2006 among the Lenders, the
      Company and others (the “Subordination
      Agreement”).

    


    R
      E C I T A L S

    


    WHEREAS
      the
      Company and one or more Lenders have entered into the June 2005 Loan Agreement,
      the September 2005 Loan Agreement, the November 2005 Loan Agreement and the
      January 2006 Loan Agreement (collectively, the “Loan
      Agreements”)
      and
      such other agreements, notes and instruments executed in connection with such
      loan agreements (collectively, the “Loan
      Documents”);
      and

    


    WHEREAS,
      the
      Company and certain Lenders and the Additional Watson Holders are parties to
      the
      Watson Note (as defined in the Subordination Agreement); and

    


    WHEREAS,
      the
      loans extended pursuant to the Loan Agreements are due to mature on September
      1,
      2006 (the “Original
      Maturity Date”);
      and

    


    WHEREAS,
      the
      Company and the Lenders wish to (i) extend the Original Maturity Date and (ii)
      provide the Lenders with a right to convert the principal and accrued and unpaid
      interest under the Loan Documents into a Subsequent Material Offering (as
      defined herein).

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants herein contained, the parties mutually
      agree as follows:

    


    AMENDMENT
      AND CONSENT 

     

    
      	
            	1.	
              Amendments:

            


    

    


    
      	 	
              (a)

            	
              Each
                of the June 2005 Loan Agreement, the September 2005 Loan Agreement,
                the
                November 2005 Loan Agreement and the January 2006 Loan Agreement
                is
                amended by replacing “September 1, 2006” in Section 2.1 thereof with
                “October 1, 2006” and by adding Section 5.12 as set forth in Exhibit
                A.
                

            


    

    


    
      	 	
              (b)

            	
              Each
                of the June 2005 Notes, the September 2005 Notes, the November 2005
                Notes
                and the January 2006 Notes (and each of the forms of such Notes attached
                to the June 2005 Loan Agreement, the September 2005 Loan Agreement,
                the
                November 2005 Loan Agreement and the January 2006 Loan Agreement)
                is
                amended by:

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (i) 
      replacing the words September 1, 2006, wherever they appear therein with
“October 1, 2006”; and 

    


    (ii)
      appending the following additional section to such note:

    


    References
      to Loan Agreement.
      References to the Loan Agreement in this Note shall mean references to the
      Loan
      Agreement, as amended, and as the same may be further amended, supplemented
      or
      modified from time to time.

    


    
      	
            	(c)	
              In
                the event a Replacement Note (as hereinafter defined) is issued pursuant
                to Section 4 hereof, then in such Replacement Note the words “Secured
                Promissory Note” shall be replaced with “Amended and Restated Promissory
                Secured Note” and the following section shall be appended thereto:
                 

            


    

    


     Amended
      and Restated Secured Promissory Note.
      This Amended and Restated Secured Promissory Note issued by the Company in
      favor
      of the Payee amends and restates in its entirety, and is issued by the Company
      in replacement of and substitution for a Secured Promissory Note of identical
      principal amount issued to Payee pursuant to the Loan Agreement(the “Original
      Note”). The Company and the Payee acknowledge and agree that upon the execution
      delivery of this Amended and Restated Secured Promissory Note, the Original
      Note
      shall be null and void and of no further legal force or effect.


    


    The
      form
      of such Replacement Note shall be also be attached to the applicable Loan
 Agreement
      as an acceptable form of note to be issued pursuant thereto.

    


    2.    
      References
      to Loan Documents:
      Any
      reference to any Loan Document in any other Loan Document shall mean the Loan
      Document, as amended hereby. 

    


    3.     Attachment
      to All Notes:
      The
      Lenders covenant to give a copy of this Omnibus Amendment and Consent to any
      purchaser of the June 2005 Notes, the September 2005 Notes, the November 2005
      Notes or the January 2006 Notes prior to the actual purchase and to attach
      a
      copy of this Omnibus Amendment and Consent to any of such notes where the
      undersigned is the named payee or holder.

    


    4.    
      Amended
      and Restated Notes. 
      Upon
      request of the Company, each Lender agrees to deliver to the Company any of
      the
      June 2005 Notes, the September 2005 Notes, the November 2005 Notes or the
      January 2006 Notes issued to them, in exchange for an amended and restated
      Note
      (the “Replacement
      Note”)
      incorporating the amendments set forth in this Omnibus Amendment and Consent.
      

    


    5.    
      Subordination
      Agreement.  Each
      Lender and Additional Watson Holder agrees to the provisions of this Omnibus
      Amendment and Consent, including without limitation, to the amendments to the
      June 2005, September 2005 Notes, the November 2005 Notes and the January 2006
      Notes and acknowledges that the Subordination Agreement shall remain in full
      force and effect .

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.     Notes
      and Agreements Not Assigned. The
      undersigned Lenders and Additional Watson Holders acknowledge that they have
      not
      transferred, conveyed or assigned any of the Watson Note, the June 2005 Notes,
      the September 2005 Notes, the November 2005 Notes or the January 2006 Notes
      issued to them and the undersigned Lenders and Additional Watson Holders
      acknowledge that they have not assigned any rights under the Loan Documents
      or
      under the Subordination Agreement.

    


    7.    
      Counterparts:
      This
      Omnibus Amendment and Consent may be executed in one or more counterparts and
      by
      different parties hereto in separate counterparts, including by facsimile,
      each
      of which when so executed and delivered shall be deemed an original, but all
      such counterparts together shall constitute but one and the same instrument.
      

    


    8.     Governing
      Law:
      THIS
      OMNIBUS AMENDMENT AND CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
      HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF
      THE
      STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
      LAWS.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    



    IN
      WITNESS WHEREOF, each of the Parties have caused this Omnibus Amendment and
      Consent to be duly executed and delivered as of the day and year first above
      written.

     

     

    
      	 	 	 
	 	ACURA
              PHARMACEUTICALS, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Peter
              A.
              Clemens
	 	
              

               

            
	 	
              Name:  

              Title:

            	Peter
              A. Clemens
              
              Sr.
                Vice President and CFO

            



      	 	 	 
	 	ACURA
              PHARMACEUTICAL TECHNOLOGIES
              , INC.
	 
 	 
 	 
 
	 	By:  	/s/ Peter
              A.
              Clemens
	 	
              

               

            
	 	
              Name:   

              Title:

            	
              Peter
                A. Clemens

              Sr.
                Vice President and CFO

            


    

     

     

    


    
      	
              LENDER
                AND AGENT:

              GALEN
                PARTNERS III, L.P.

              By:
                Claudius, L.L.C., General Partner

              610
                Fifth Avenue, 5th
                Fl.

              New
                York, New York 10019

               

                 
                /s/ Bruce
                Wesson                     
                             
                 

              By:
                Bruce Wesson

              Its:
                General Partner

            	
              LENDER:

              CARE
                CAPITAL OFFSHORE INVESTMENTS II, LP

              By:
                Care Capital II, LLC, as general partner

              47
                Hulfish Street, Suite 310

              Princeton,
                NJ 08542

               

              By:
                  
/s/
                David
                Ramsay                                       

              By:
                David R. Ramsay

              Its:
                Authorized Signatory

            
	 	 
	
              LENDER:

              GALEN
                PARTNERS INTERNATIONAL, III, L.P.

              By:
                Claudius, L.L.C., General Partner

              610
                Fifth Avenue, 5th
                Floor

              New
                York, New York 10020

               

                 
                /s/ Bruce
                Wesson                       
                            
                  

              By:
                Bruce Wesson

              Its:
                General Partner

            	
              LENDER:

              CARE
                CAPITAL INVESTMENTS II, LP

              By:
                Care Capital II, LLC, as general partner

              47
                Hulfish St., Suite 310

              Princeton,
                NJ 08542

               

              By:
                  
/s/
                David
                Ramsay                         
                         
                                
                 

              Name:
                David R. Ramsay

              Title:
                Authorized Signatory

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              LENDER:

              GALEN
                EMPLOYEE FUND III, L.P.

              By:
                Wesson Enterprises, Inc.

              610
                Fifth Avenue, 5th
                Floor

              New
                York, New York 10020

               

                 
                /s/ Bruce F.
                Wesson                        
                          

              By:
                Bruce F. Wesson

              Its:
                General Partner

            	
              LENDER:

              ESSEX
                WOODLANDS HEALTH 

              VENTURES
                V, L.P.

              190
                South LaSalle Street, Suite 2800

              Chicago,
                IL 60603

               

               
                /s/ Immanuel
                Thangaraj                   
                             

              By:
                Immanuel Thangaraj 

              Its:
                Managing Director

            
	 	 
	
              LENDER:

              MICHAEL
                WEISBROT

              1136
                Rock Creek Road

              Gladwyne,
                Pennsylvania 19035

               

                 
                /s/ Michael
                Weisbrot                                
                

            	
              LENDER:

              SUSAN
                WEISBROT

              1136
                Rock Creek Road

              Gladwyne,
                Pennsylvania 19035

               

                  
                /s/ Susan
                Weisbrot                  
                         
                       

            
	 	 
	
              LENDER:

              DENNIS
                ADAMS

              120
                Kynlyn Road

              Radnor,
                Pennsylvania 19312

               

                 
                /s/ Dennis
                Adams                                     

            	
              LENDER:

              GEORGE
                E. BOUDREAU

              222
                Elbow Lane

              Haverford,
                PA 19041

               

                  
                /s/ George
                Boudreau             
                        
                         
                

            
	 	 
	
              ADDITIONAL
                WATSON HOLDER:

              PETER
                STIEGLITZ

              RJ
                Palmer LLC

              156
                West 56th Street, 5th Floor

              New
                York, New York 10019

               

                 
                /s/ Peter
                Stirglitz                                         

            	
              ADDITIONAL
                WATSON HOLDER:

              JOHN
                E. HEPPE, JR. 

              237
                W. Montgomery Avenue

              Haverford,
                Pennsylvania 19041

               

               

                  
                /s/ John
                Heppe                                    
                      

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

     

    5.12. ROLLOVER
      RIGHTS

     

    Each
      lender (a “Bridge Lender”) under any of the June 2005 Bridge Loan Agreement, the
      September 2005 Bridge Loan Agreement, the November 2005 Bridge Loan Agreement
      and the January 2006 Bridge Loan Agreement (each such term as defined in the
      Subordination Agreement dated as of January 31, 2006 among the Company and
      certain lenders (the “January
      2006 Subordination Agreement”))
      shall
      have the one-time right (the “Rollover
      Right”)
      on the
      terms provided below, to purchase through the conversion of all or any portion
      of such Bridge Lender’s outstanding Bridge Loans (as defined below, including
      principal and accrued and unpaid interest) any Common Stock or securities
      convertible into Common Stock (collectively, “Common
      Stock Equivalents”),
      that
      the Company may from time to time propose to sell and issue after the date
      hereof in the first Subsequent Material Offering (as defined below) to occur
      after the date hereof.

     

    (a)    If
      the
      Company proposes to issue and sell in one transaction or series of related
      transactions to unaffiliated, third party investors (other than (i) issuances
      of
      options or restricted stock units to employees, consultants or directors, (ii)
      interest on debt payable in common stock, (iii) pursuant to the conversion
      of
      warrants or other convertible securities outstanding on the date hereof, or
      (iv)
      sales or issuances of common stock to licensors in connection with bona fide
      licensing deals), Common Stock and/or Common Stock Equivalents for aggregate
      gross proceeds to the Company of at least $10,000,000 (inclusive of any
      conversion of Bridge Loans pursuant to the Rollover Right) (a “Subsequent
      Material Offering”),
      the
      Company shall give each Bridge Lender written notice (a “Subsequent
      Material Offering Issue Notice”)
      describing the type and amount of Common Stock and Common Stock Equivalents
      proposed to be issued and the price and all the material terms upon which the
      Company proposes to issue such Common Stock and Common Stock Equivalents,
      specifying a proposed closing date and the principal amount of the Bridge
      Lender’s outstanding Bridge Loans (and including copies of draft documents to
      the extent they exist).

     

    (b)    Each
      Bridge Lender may exercise its Rollover Right with respect to such Subsequent
      Material Offering by written notice to the Company (which notice may specify
      which Bridge Loans it wishes to rollover, and in the absence of such
      specification, the Company will choose the Bridge Loans for rollover in order
      of
      issuance) given within 7 days after the Bridge Lender shall have received the
      Subsequent Material Offering Issue Notice describing the Subsequent Material
      Offering. If the material terms of the actual Subsequent Material Offering
      differ from those specified in the Subsequent Material Offering Issue Notice,
      each Bridge Lender shall be given the opportunity change the conversion election
      they had made under the prior terms (including to elect to convert if they
      previously did not do so).

     

    (c)    The
      sale
      of any Common Stock and Common Stock Equivalents to Bridge Lenders pursuant
      to
      this Section 5.12 shall be closed on the same terms, pursuant to the same
      documents, at the same place as, and simultaneously with, the sale of any such
      Common Stock and/or Common Stock Equivalents to any other purchasers in the
      Subsequent Material Offering. At such closing the Bridge Lender shall surrender
      notes being converted and the Company shall issue replacement notes to the
      extent a note is converted in part.

     

    (d)    Notwithstanding
      anything to the contrary contained herein, the Rollover Right provided in this
      Section 5.12 shall apply solely to the first Subsequent Material Offering
      occurring after the date hereof.