2001 RESTRICTED STOCK PLAN

Exhibit B

ACCESS PHARMACEUTICALS, INC.

2001 Restricted Stock Plan

(AS AMENDED SUBJECT TO STOCKHOLDER APPROVAL AT THE
2005 ANNUAL MEETING OF STOCKHOLDERS)

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 400,000 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, 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.

(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

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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 as of May
12, 2005. 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 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.

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(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.