0000318306-07-000031 Sample Contracts

AMENDMENT TO INVESTOR RIGHTS AGREEMENTS
Investor Rights Agreements • May 15th, 2007 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Amendment, dated as of April 30, 2007 (this “Amendment”), amends the Investor Rights Agreement, dated as of October 24, 2006 and the Investor Rights Agreement dated as of December 6, 2006 (the “Agreements”), in each case, by and among Access Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and SCO Capital Partners LLC and Lake End Capital LLC, (the “Purchasers”). Terms not otherwise defined herein which are defined in the Agreements shall have the same respective meanings herein as therein.

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EMPLOYMENT AGREEMENT
Employment Agreement • May 15th, 2007 • Access Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts

AGREEMENT dated as of January 4, 2007 between ACCESS Pharmaceuticals, Inc., a Delaware corporation located at 2600 Stemmons Freeway, Suite 176, Dallas, Texas 75207-2107, (the "Company"), and Stephen Seiler, an individual residing at 38 Devon Road, Newton, MA 02459 ("Executive").

ACCESS PHARMACEUTICALS, INC.
Special Stock Option Plan and Agreement • May 15th, 2007 • Access Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

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").

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