Amendment to Access Pharmaceuticals, Inc. 2005 Equity Incentive Plan

The Board of Directors of Access Pharmaceuticals, Inc. (the " Company "), pursuant to authority reserved in Section 15 of the 2005 Equity Incentive Plan of the Company (the " 2005 Plan "), authorized an amendment to the 2005 Plan as follows, which amendment was approved by the stockholders of the Company on May 21, 2008, May 17, 2007 and May 19, 2006:

Sections 4 and 8.1 of the 2005 Plan are deleted in their entirety and replaced with the following:

4.            Stock   Subject   to   the   Plan .   At no time shall the number of shares of Stock issued pursuant to or subject to outstanding Awards granted under the Plan (including pursuant to Incentive Options), nor the number of shares of Stock issued pursuant to Incentive Options, exceed 3,150,000 ¹ shares of Stock; subject, however, to the provisions of Section 8 of the Plan. For purposes of applying the foregoing limitation, (a) if any Option or Stock Appreciation Right expires, terminates, or is cancelled for any reason without having been exercised in full, or if any other Award is forfeited by the recipient, the shares not purchased by the Optionee or which are forfeited by the recipient shall again be available for Awards to be granted under the Plan and (b) if any Option is exercised by delivering previously owned shares in payment of the exercise price therefor, only the net number of share