Appendix B

                       ACCESS PHARMACEUTICALS, INC.

                         AUDIT COMMITTEE CHARTER

Purpose

The primary purpose of the Audit Committee is to
assist the Board of Directors of the Corporation in
fulfilling its oversight responsibilities to its
stockholders and to the investment community by
reviewing the financial reports and other financial
information provided by the Corporation to its
stockholders, to any governmental body or to the
public; the Corporation's systems of internal
control; and the Corporation's auditing, accounting
and financial reporting processes generally.  The
Committee will maintain free and open communication
among the Audit Committee, the independent auditors,
the internal auditors and management of the
Corporation.  In discharging its oversight role, the
Committee is empowered to investigate any matter
brought to its attention with full access to all
books, records, facilities, and personnel of the
Corporation and the power to retain outside counsel
or other experts for this purpose.

Composition

The Committee shall be appointed by the Board of
Directors of the Corporation and shall be comprised
of three or more directors, each of whom shall be
independent and free from any relationship that, in
the opinion of the Board, would interfere with the
exercise of his or her independent judgment as a
member of the Committee.  All members of the
Committee shall have a working familiarity with
basic finance and accounting practices, and at least
one member of the Committee shall have accounting or
related financial management expertise.

Meetings

The Committee shall meet at least one time annually.
The Committee shall meet periodically with
management and the independent accountants, either
in separate executive sessions, to discuss any
matters that the Committee or either of these groups
believes should be discussed privately.  The
Committee may meet by telephone and may delegate
specific functions to one or more of its members.

Responsibilities and Duties

To fulfill its purpose, the Committee shall:

Review Charter and Financial Statements

1. Review and update this Charter periodically, at
   least annually, as conditions dictate.

2. Review the organization's annual financial
   statements and any report of other financial
   information submitted to the stockholders, any
   governmental body or the public, including any
   certification, report, opinion or review rendered by
   the independent accountants. The Committee is not
   responsible for preparing the Corporation's
   financial statements or auditing those financial
   statements.

Independent Accountants

3. Recommend to the Board of Directors both the
   selection of the independent accountants, after
   considering their independence and effectiveness,
   and the fees and other compensation to be paid to
   the independent accountants.  On an annual basis,
   the Committee should review and discuss with the
   accountants their written statement concerning all
   significant relationships the accountants have with the

                               B-1
Corporation to determine whether such relationships
could improperly affect the accountants
independence.

4. Review the performance of the independent
   accountants and either recommend or approve any
   discharge of the independent accountants when
   circumstances warrant.

5. Periodically consult with the independent
   accountants out of the presence of management about
   internal controls and the fullness and accuracy of
   the organization's financial statements.

Financial Reporting Process

6. In consultation with the independent
   accountants and the internal auditors, review the
   adequacy of the organization's financial reporting
   processes, both internal and external.

7. Consider the independent accountants' judgments
   about the quality and appropriateness of the
   Corporation's accounting principles as applied in
   its financial reporting.

8. Consider and approve, if appropriate, major
   changes to the Corporation's auditing and accounting
   principles and practices as suggested by the
   independent accountants or management.

Systems and Conflicts

9. Following the completion of the annual audit,
   review with each of management and the independent
   accountants any significant difficulties encountered
   during the course of the audit, including any
   restrictions on the scope of work or access to
   required information.

10. Review any significant disagreement between
   management and the independent accountants with the
   preparation of the financial statements.

11. Review with the independent accountants and
   management the extent to which changes or
   improvements in financial or accounting practices,
   as approved by the Committee, have been implemented.

                               B-2