AUDIT COMMITTEE CHARTER

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

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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.

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