2001 RESTRICTED STOCK PLAN

Appendix A

ACCESS PHARMACEUTICALS, INC.

2001 Restricted Stock Plan

1. Definitions

As used in this 2001 Access Pharmaceuticals, Inc.
Restricted Stock Plan, the following terms shall
have the following meanings:

(a) Acquisition means a merger or consolidation of
the Company with or into another person or the sale,
transfer, or other disposition of all or
substantially all of the Company's assets to one or
more other persons in a single transaction or series
of related transactions, unless after such
transaction(s) securities possessing more than 50%
of the total combined voting power of the survivor's
or acquiror's outstanding securities (or the
securities of any parent thereof) are held by a
person or persons who held securities possessing
more than 50% of the total combined voting power of
the Company immediately prior to that transaction.

(b) Board means the Company's Board of Directors.

(c) Change of Control means any of the following
transactions:

(i) any Acquisition, or

(ii) any person or group of persons (within the
meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934 (the "Exchange Act"), other
than the Company, directly or indirectly acquires
beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of
securities possessing more than 50% of the total
combined voting power of the Company's outstanding
securities pursuant to a tender or exchange offer
made directly to the Company's stockholders, or

(iii) there is a change in the composition of the
Board such that individuals who, as of the date
hereof, constitute the Company's Board of Directors
(the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board,
provided, that any individual becoming a director of
the Company subsequent to the date of the Restricted
Stock Award whose election or nomination for
election by the Company's stockholders, was approved
by at least a majority of the directors of the
Company then comprising the Incumbent Board shall be
considered as though such individual were a member
of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial
assumption of office is in connection with an actual
or threatened election contest relating to the
election of the directors of the Company (as such
terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act).

(d) Committee means the Compensation Committee of
the Board or such other Board committee as may be
designated by the Board; provided that the Board may
at any time or from time to time determine to assume
any or all of the functions of the Committee under
the Plan and in such event, references herein to the
"Committee" shall mean the Board acting in such
capacity.

(e) Common Stock or Stock means common stock, par
value $0.01 per share, of the Company.

(f) Company means Access Pharmaceuticals, Inc., a
Delaware corporation, or any successor corporation.


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(g) Family Member means any child, stepchild,
grandchild, parent, stepparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-
in-law, or sister-in-law, including adoptive
relationships, any person sharing the Participant's
household (other than a tenant or employee), a trust
in which the foregoing persons have more than fifty
(50) percent of the beneficial interests, a
foundation in which the foregoing persons (or the
Participant) control the management of assets, and
any other entity in which these persons (or the
Participant) own more than fifty (50) percent of the
voting interests.

(h) Participant means any recipient of a
Restricted Stock Award.

(i) Permitted Transferee means any Family Member
of a Participant or a trust maintained exclusively
for the benefit of, or a partnership all of the
interests in which are held by, one or more of the
Participant and his or her Family Members.

(j) Plan means this 2001 Restricted Stock Plan, as
amended or restated from time to time.

(k) Restricted Stock Award means any grant or
purchase, at a price determined by the Committee (or
for no price), of Common Stock which is
nontransferable, except in accordance with Section
8(e), and subject to forfeiture until conditions of
performance or continuing employment, directorship,
consultancy, and or advisement, specified by the
Committee are met.

2. Purpose

The purpose of the Plan is to advance the interests
of the Company and its stockholders by strengthening
the ability of the Company to attract, retain and
motivate key employees, directors, consultants and
advisors of the Company by providing them with an
opportunity to purchase shares of Common Stock and
thus participate in the ownership of the Company,
including the opportunity to share in any
appreciation in the value of such shares of Common
Stock. It is intended that the Plan will strengthen
the mutuality of interest between such persons and
the stockholders of the Company.

3. Shares of Common Stock Subject to the Plan

(a) Subject to adjustment in accordance with the
provisions of Section 3(c) and Section 6 of this
Plan, the aggregate number of shares of Common Stock
that may be granted or sold pursuant to Restricted
Stock Awards under the Plan shall not exceed 200,000
shares.

(b) The shares of Common Stock to be delivered
under the Plan will be made available, at the
discretion of the Committee, from authorized but
unissued shares of Common Stock and/or from
previously issued shares of Common Stock reacquired
by the Company.

(c) If shares covered by Restricted Stock Awards
are forfeited or repurchased, such number of shares
will no longer be charged against the limitation
provided in Section 3(a) and may again be made
subject to Restricted Stock Awards.

4. Administration of the Plan

(a) The Plan will be governed by and interpreted
and construed in accordance with the internal laws
of the State of Delaware (without reference to
principles of conflicts or choice of law). The
captions of sections of the Plan are for reference
only and will not affect the interpretation or
construction of the Plan.

(b) The Plan will be administered by the
Committee. The Committee has and may exercise such
powers and authority of the Board as may be
necessary or appropriate for the Committee to carry out


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its functions as described in the Plan. The
Committee shall determine the persons to whom, and
the time or times at which, Restricted Stock Awards
may be granted and the number of shares subject to
each Restricted Stock Award. The Committee also has
authority (i) to interpret the Plan, (ii) to
determine the terms and provisions of Restricted
Stock Award agreements or instruments (which need
not be identical), and (iii) to make all other
determinations necessary or advisable for Plan
administration. The Committee has authority to
prescribe, amend, and rescind rules and regulations
relating to the Plan. All interpretations,
determinations, and actions by the Committee will be
final, conclusive, and binding upon all parties.

(c) No member of the Committee will be liable for
any action taken or determination made in good faith
by the Committee or such member with respect to the
Plan or any Restricted Stock Award under it.

5. Terms and Conditions of Restricted Stock Awards.

(a) The Committee shall determine and designate
from time to time those persons who are to receive
Restricted Stock Awards, and the number of shares
covered by each Restricted Stock Award. Each
Restricted Stock Award will be evidenced by a
written agreement or instrument and may include any
other terms and conditions consistent with the Plan,
as the Committee may determine.

(b) All shares of Common Stock subject to
Restricted Stock Awards granted or sold pursuant to
the Plan may be issued or transferred for such
consideration (which may consist wholly of services)
as the Committee may determine, and will be subject
to the following conditions:

(i) The shares may not be sold, transferred, or
otherwise alienated or hypothecated, except to the
Company, until the conditions imposed pursuant to
subsection (c) of this Section 5 have been met or
are removed, unless the Committee determines
otherwise in accordance with Section 8(e).

(ii) The Committee may provide in the agreement or
instrument evidencing the grant of a Restricted
Stock Award that the certificates representing
shares subject to such Restricted Stock Award will
be held in escrow by the Company or another
designated escrow agent until the conditions imposed
pursuant to subsection (c) of this Section 5 have
been met or are removed.

(iii) Each certificate representing shares subject
to a Restricted Stock Award granted or sold pursuant
to the Plan will bear a legend making appropriate
reference to the restrictions imposed.

(iv) The Committee may impose other conditions on
any shares subject to Restricted Stock Awards
granted or sold pursuant to the Plan as it may deem
advisable, including without limitation,
restrictions under the Securities Act of 1933, as
amended, under the requirements of any stock
exchange or securities quotations system upon which
such shares or shares of the same class are then
listed, and under any blue sky or other securities
laws applicable to such shares.

(c) Restricted Stock Awards shall be subject to
forfeiture or repurchase at their initial purchase
price until such time or times, and/or upon the
achievement of such predetermined performance
objectives, as shall be determined by the Committee
and set forth in the agreement or instrument
evidencing the Restricted Stock Award. In the event
a holder of a Restricted Stock Award ceases to be an
employee, director, consultant and/or advisor, as
applicable, of the Company, all shares under the
Restricted Stock Award that remain subject to
restrictions at the time his or her employment,
directorship consulting and/or advising relationship
terminates will be returned to or repurchased by the
Company at their initial price unless the Committee
determines otherwise.


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(d) Subject to the provisions of subparagraphs (b)
and (c) above and any contrary terms of a Restricted
Stock Award agreement, the holder will have all
rights of a stockholder with respect to the shares
covered by Restricted Stock Awards granted or sold,
including the right to receive all dividends and
other distributions paid or made with respect
thereto; provided, however, that the Committee may
require that he or she shall execute an irrevocable
proxy or enter into a voting agreement with the
Company as determined by the Committee for the
purpose of granting the Company or its nominee the
right to vote all shares that remain subject to
restrictions under this Section 5 in the same
proportions (for and against) as the outstanding
voting shares of the Company that are not subject to
such restrictions are voted by the other
stockholders of the Company on any matter, unless
the Committee determines otherwise.

6. Adjustment Provisions.

(a) All of the share numbers set forth in the Plan
reflect the capital structure of the Company at the
time of the effectiveness of the Plan. Subject to
Section 6(b), if subsequent to such date the
outstanding shares of Common Stock of the Company
are increased, decreased, or exchanged for a
different number or kind of shares or other
securities, or if additional shares or new or
different shares or other securities are distributed
with respect to such shares of Common Stock or other
securities, through merger, consolidation, sale of
all or substantially all the property of the
Company, reorganization, recapitalization,
reclassification, stock dividend, stock split,
reverse stock split, or other distribution with
respect to such shares of Common Stock, or other
securities, an appropriate and proportionate
adjustment shall be made in (i) the maximum numbers
and kinds of shares provided in Section 3, (ii) the
numbers and kinds of shares or other securities
subject to the then outstanding Restricted Stock
Awards, and (iii) the terms of the Company's
repurchase rights, if any, as to any Restricted
Stock Award.

(b) Adjustments under this Section 6 will be made
by the Committee in accordance with the terms of
this Section 6. Any determination by the Committee
as to what adjustments will be made and the extent
thereof, so as to effectuate the intent of this
Section 6, will be final, binding, and conclusive.
No fractional shares will be issued under the Plan
on account of any such adjustments.

7. Effect of a Change in Control

Subject to any provisions of then outstanding
Restricted Stock Awards granting greater rights to
the holders thereof, in the event of a Change in
Control (including a Change of Control which is an
Acquisition), any Restricted Stock Award still then
subject to forfeiture shall fully and immediately
vest and any repurchase rights of the Company or an
acquiring entity shall expire. The Committee shall
have the discretion, exercisable either in advance
of a Change in Control or at the time thereof, to
provide (upon such terms as it may deem appropriate)
for the subsequent termination of one or more of the
Company's repurchase rights with respect to
Restricted Stock Awards that do not otherwise
terminate at that time, in the event that the
employment or association of the respective grantees
of such Restricted Stock Awards with the Company
should subsequently terminate following such Change
in Control.

8. General Provisions

(a) Nothing in the Plan or in any instrument
executed pursuant to the Plan will confer upon any
Participant any right to continue as an employee or
director of or as a consultant or advisor to the
Company or any of its Subsidiaries or affect the
right of the Company or any Subsidiary to terminate
the employment, directorship, consultancy and/or
advisement relationship, as applicable, of any
Participant at any time, with or without cause.

(b) No shares of Common Stock will be issued or
transferred pursuant to a Restricted Stock Award
unless and until all then applicable requirements
imposed by federal and state securities and other
laws, rules and regulations and by any regulatory
agencies having jurisdiction, and by any stock
exchanges

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or securities quotations systems upon which the
Common Stock may be listed, have been fully met. As
a condition precedent to the issuance of shares
pursuant to the grant of a Restricted Stock Award,
the Company may require the Participant to take any
reasonable action to meet such requirements.

(c) No Participant and no beneficiary or other
person claiming under or through such Participant
will have any right, title, or interest in or to any
shares of Common Stock allocated or reserved under
the Plan, except as to such shares of Common Stock,
if any, that have been issued or transferred to such
Participant.

(d) Except as set forth in paragraph (e) below, no
right under the Plan, contingent or otherwise, will
be transferable or assignable or subject to any
encumbrance, pledge, or charge of any nature.

(e) The Committee may, upon the grant of a
Restricted Stock Award or by amendment to any
written agreement or instrument evidencing such
Restricted Stock Award, provide that such Restricted
Stock Award or the shares of Common Stock to which
such Restricted Stock Award relates be transferable
by the person to whom such Restricted Stock Award
was granted, without payment of consideration (and
still subject to any otherwise applicable
restrictions), to a Permitted Transferee of such
person; provided, however, that no transfer of a
Restricted Stock Award shall be valid unless first
approved by the Committee, acting in its sole
discretion.

(f) The written agreements or instruments
evidencing Restricted Stock Awards granted under the
Plan may contain such other provisions as the
Committee may deem advisable.

(g) Neither the adoption of the Plan by the Board
nor the submission of the Plan to the stockholders
of the Company shall be construed as creating any
limitations on the power of the Board to adopt such
other incentive arrangements as it may deem
desirable, including without limitation, the
granting of restricted stock, stock options and
other awards other than under the Plan, and such
arrangements may be either applicable generally or
only in specific cases.

9. Amendment and Termination of Plan

(a) The Board shall have the power, in its
discretion, to amend, modify, suspend, or terminate
the Plan at any time, subject to the rights of
holders of outstanding Restricted Stock Awards on
the date of such action, and to the approval of the
stockholders of the Company if stockholder approval
of an amendment or modification is required by
applicable law.

(b) The Committee may, with the consent of a
Participant, make such modifications in the terms
and conditions of a Restricted Stock Award held by
such Participant as it deems advisable.

(c) No amendment, suspension or termination of the
Plan will, without the consent of the Participant,
terminate, impair, or adversely affect any right or
obligation under any Restricted Stock Award
previously granted to such Participant under the
Plan.

10. Term of the Plan

Unless the Plan shall have been earlier terminated
by the Board, Restricted Stock Awards may be granted
under this Plan at any time in the period commencing
on the date of approval of the Plan by the Board and
ending immediately prior to the tenth anniversary of
the earlier of the adoption of the Plan by the Board
or approval of the Plan by the Company's
stockholders. Restricted Stock Awards granted
pursuant to the Plan within that period shall not
expire solely by reason of the termination of the
Plan.

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