SECURED CONVERTIBLE NOTES

Exhibit 10.29

THIS SECURED DEBENTURE, AND THE SECURITIES INTO WHICH
IT IS CONVERTIBLE (COLLECTIVELY, THE "SECURITIES"), HAVE
NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE. THE SECURITIES ARE BEING OFFERED
PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER
REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE
"RESTRICTED" AND MAY NOT BE OFFERED OR SOLD UNLESS THE
SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO
REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE
COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR
OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE
TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE.
FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES
MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.

SECURED DEBENTURE
ACCESS PHARMACEUTICALS, INC.
7% Secured Convertible Debenture
March 30, 2006

No. HHF-001 US$1,316,500

This Secured Debenture (the "Debenture") is issued on March 30, 2005
(the "Closing Date") by Access Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), to Highgate House Funds, Ltd. (together
with its permitted successors and assigns, the "Holder") pursuant to
exemptions from registration under the Securities Act of 1933, as
amended.

ARTICLE I.
Section 1.01 Principal and Interest. For value received, the Company
hereby promises to pay to the order of the Holder on the one year
anniversary of the date hereof ("Maturity Date"), in lawful money of the
United States of America and in immediately available funds the principal
sum of One Million Three Hundred Sixteen Thousand Five Hundred
Dollars ($1,316,500), together with interest on the unpaid principal of this
Debenture at the rate of seven percent (7%) per year (compounded
monthly) from the date of this Debenture until paid in full. The entire
principal amount and all accrued interest shall paid to the Holder on the
Maturity Date. In no event shall the Holder be entitled to convert this
Debenture for a number of shares of Common Stock in excess of that
number of shares of Common Stock which, upon giving effect to such
conversion, would cause the aggregate number of shares of Common
Stock beneficially owned by the Holder and its affiliates to exceed 4.99%
of the outstanding shares of the Common Stock following such conversion
(unless the Holder provides the Company sixty five (65) days prior written
notice that this provision shall not apply). For so long as the Common
Stock is listed on the American Stock Exchange or the Nasdaq, the total
number of shares issuable under this Debenture to the Holder, Cornell
Capital Partners, L.P. or their affiliates, and transferees, subsequent
transferees, or any other party pursuant to the Securities Purchase
Agreement of even date herewith among the Company, Cornell Capital
Partners, L.P., and Highgate House Funds, Ltd. (the "Securities Purchase
Agreement"), and the Pledge and Escrow Agreement of even date
herewith among the Company, Cornell Capital Partners, L.P., and
Highgate House Funds, Ltd. (the "Pledge Agreement") shall not exceed
Two Million Eight Hundred Ninety One Thousand Seven Hundred Twenty
Three (2,891,723) shares in the aggregate (representing approximately
19.9% of the outstanding capital of the Company as of the date hereof),
absent the approval of the Company's shareholders.

Section 1.02 Monthly Repayment Schedule. The Company shall make
six (6) scheduled payments ("Scheduled Payments") of principal, plus
accrued interest and a Redemption Premium ("Redemption Premium")
equal to 10% of the principal amount of each Scheduled Payment. The
first Scheduled Payment shall be due and payable on November 1, 2005,
and shall continue on the first business day of each succeeding calendar
month thereafter. The principal amount of each Scheduled Payment shall
be determined by dividing the outstanding principal amount of this
Debenture as of the date such Scheduled Payment is due by the number of
Scheduled Payments remaining. For example, if on November 1, 2005,
the outstanding principal amount is $1,316,500, then the Scheduled
Payment due on November 1, 2005, would consist of $219,416.67 of
principal, plus a Redemption Premium of $21,942 and accrued interest on
$1,316,500 at a rate of 7% per year from the date hereof up to and
including October 31, 2005.

Section 1.03 Optional Conversion. The Holder is entitled, at its option,
to convert, and sell on the same day, at any time and from time to time,
until payment in full of this Debenture, all or any part of the principal
amount of the Debenture, plus accrued interest, into shares (the
"Conversion Shares") of the Company's common stock, par value $0.01
per share ("Common Stock"), at the price per share (the "Conversion
Price") equal to $4.00 (the "Conversion Price"). No fraction of shares or
scrip representing fractions of shares will be issued on conversion, but the
number of shares issuable shall be rounded to the nearest whole share. To
convert this Debenture, the Holder hereof shall deliver written notice
thereof, substantially in the form of Exhibit A to this Debenture, with
appropriate insertions (the "Conversion Notice"), to the Company at its
address as set forth herein. The date upon which the conversion shall be
effective (the "Conversion Date") shall be deemed to be the date set forth
in the Conversion Notice. The Holder has the right to convert this
Debenture after the Maturity Date.

Section 1.04 Reservation of Common Stock. The Company shall reserve
and keep available out of its authorized but unissued shares of Common
Stock, solely for the purpose of effecting the conversion of this
Debenture, such number of shares of Common Stock as shall from time to
time be sufficient to effect such conversion, based upon the Conversion
Price. If at any time the Company does not have a sufficient number of
Conversion Shares authorized and available, then the Company shall call
and hold a special meeting of its stockholders within thirty (30) days of
that time for the sole purpose of increasing the number of authorized
shares of Common Stock.

Section 1.05 Right of Redemption. The Company at its option shall have
the right, with three (3) business days advance written notice, to redeem a
portion or all amounts outstanding under this Debenture prior to the
Maturity Date or any Scheduled Payment due date. The Redemption
Premium shall apply to any such early redemptions. The Company shall
pay a twenty percent (20%) premium (in lieu of the Redemption
Premium), on any Scheduled Payment not made within five (5) business
days of the date it is due.

Section 1.06 Registration Rights. The Company is obligated to register
the resale of the Conversion Shares under the Securities Act of 1933, as
amended, pursuant to the terms of a Registration Rights Agreement,
among the Company, Cornell Capital Partners, LP and Highgate House
Funds, Ltd. of even date herewith (the "Investor Registration Rights
Agreement").

Section 1.07 Interest Payments. The interest so payable shall be paid at
the time of a Scheduled Payment, maturity or conversion to the person in
whose name this Debenture is registered. Interest shall be paid in
cash (via wire transfer or certified funds). In the event of default, as
described in Article III Section 3.01 hereunder, the Holder may elect that
the interest be paid in cash (via wire transfer or certified funds) or in the
form of Common Stock. If paid in the form of Common Stock, the
amount of stock to be issued will be calculated as follows: the value of the
stock shall be the Closing Bid Price on: (i) the date the interest payment
is due; or (ii) if the interest payment is not made when due, the date the
interest payment is made. A number of shares of Common Stock with a
value equal to the amount of interest due shall be issued. No fractional
shares will be issued; therefore, in the event that the value of the Common
Stock per share does not equal the total interest due, the Company will
pay the balance in cash.

Section 1.08 Paying Agent and Registrar. Initially, the Company will act
as paying agent and registrar. The Company may change any paying
agent, registrar, or Company-registrar by giving the Holder not less than
ten (10) business days' written notice of its election to do so, specifying
the name, address, telephone number and facsimile number of the paying
agent or registrar. The Company may act in any such capacity.

Section 1.09 Secured Nature of Debenture. This Debenture is secured
by all of the assets and property of the Company as set forth on Exhibit A
to the Security Agreement dated the date hereof among the Company,
Cornell Capital Partners, LP, and Highgate House Funds, Ltd. (the
"Security Agreement") and the Pledged Shares as set forth in the Pledge
Agreement

ARTICLE II.
Section 2.01 Amendments and Waiver of Default. The Debenture may
not be amended. Notwithstanding the above, without the consent of the
Holder, the Debenture may be amended to cure any ambiguity, defect or
inconsistency, or to provide for assumption of the Company obligations to
the Holder.

ARTICLE III.
Section 3.01 Events of Default. An Event of Default is defined as
follows: (a) failure by the Company to pay amounts due hereunder on the
Maturity Date; (b) failure by the Company to pay amounts due pursuant to
a Scheduled Payment within ten (10) days of the date such payment is due
(c) failure by the Company or the Company's transfer agent to deliver
Common Stock certificates to the Holder prior to the fifth (5th ) trading
day after a Conversion Date; (d) failure by the Company for ten (10) days
after notice to it to comply with any of its other agreements in the
Debenture; (d) events of bankruptcy or insolvency; (e) a breach by the
Company under the Investor Registration Rights Agreement, the Security
Agreement, the Pledge Agreement, or any of the other Transaction
Documents (as defined in the Securities Purchase Agreement of even date
herewith among the Company, Cornell Capital Partners, LP, and Highgate
House Funds, Ltd. (the "Securities Purchase Agreement")) which is not
cured by the Company within any allocated cure period therein. Upon the
occurrence of an Event of Default, the Holder may, in its sole discretion,
accelerate full repayment of all debentures outstanding and accrued interest
thereon or may, notwithstanding any limitations contained in this
Debenture and/or the Securities Purchase Agreement, convert all
debentures outstanding and accrued interest thereon into shares of
Common Stock pursuant to Section 1.03 herein. Upon and Event of
Default, the Holder, in addition to any other remedies, shall have the right
(but not the obligation) to convert this Debenture at any time after an
Event of Default.

Section 3.02 Failure to Issue Unrestricted Common Stock. As indicated
in Article III Section 3.01, a breach by the Company of its obligations
under the Investor Registration Rights Agreement shall be deemed an
Event of Default, which if not cured within ten (10) days, shall entitle the
Holder to accelerate full repayment of all Debentures outstanding and
accrued interest thereon or, notwithstanding any limitations contained in
this Debenture and/or the Securities Purchase Agreement, to convert all
debentures outstanding and accrued interest thereon into shares of
Common Stock pursuant to Section 1.03 herein. The Company
acknowledges that failure to honor a Notice of Conversion shall cause
irreparable harm to the Holder.

ARTICLE IV.
Section 4.01 Rights and Terms of Conversion. This Debenture, in whole
or in part, may be converted at any time following the Closing Date, into
shares of Common Stock at a price equal to the Conversion Price as
described in Section 1.03 above.

Section 4.02 Re-issuance of Debenture. When the Holder elects to
convert a part of the Debenture, then the Company shall reissue a new
Debenture in the same form as this Debenture to reflect the new principal
amount.

ARTICLE V.
Section 5.01 Anti-dilution. If the Company, at any time while this
Debenture is outstanding, (a) shall pay a stock dividend or otherwise make
a distribution or distributions on shares of its Common Stock payable in
shares of its capital stock (whether payable in shares of its Common Stock
or of capital stock of any class), (b) subdivide outstanding shares of
Common Stock into a larger number of shares, (c) combine outstanding
shares of Common Stock into a smaller number of shares, or (d) issue by
reclassification any shares of capital stock of the Company, the
Conversion Price as applied in Section 1.03 shall be multiplied by a
fraction, the numerator of which shall be the number of shares of
Common Stock of the Company outstanding immediately before such
event and the denominator of which shall be the number of shares of
Common Stock outstanding immediately after giving effect to such event.
Any adjustment made pursuant to this Section 5.01 shall become effective
immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision,
combination or reclassification, provided that no adjustment shall be made
if the Company does not complete such dividend, distribution, subdivision,
combination or reclassification.

(1) If the Company shall declare or make any dividend or other
distribution of its assets (or rights to acquire its assets) to holders of
Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities,
property or options by way of a dividend, spin off, reclassification,
corporate rearrangement or other similar transaction) (a "Distribution"), at
any time after the issuance of this Debenture, then, in each such case:

(i) any Conversion Price in effect immediately prior to the close of
business on the record date fixed for the determination of holders of
Common Stock entitled to receive the Distribution shall be reduced,
effective as of the close of business on such record date, to a price
determined by multiplying such Conversion Price by a fraction of which
(A) the numerator shall be the closing bid price of the Common Stock on
the trading day immediately preceding such record date minus the value of
the Distribution (as determined in good faith by the Company's Board of
Directors) applicable to one share of Common Stock, and (B) the
denominator shall be the closing bid price of the Common Stock on the
trading day immediately preceding such record date; and

(ii) either (A) the number of shares of Common Stock to be obtainable
upon exercise of this Debenture shall be increased to a number of shares
equal to the number of shares of Common Stock obtainable immediately
prior to the close of business on the record date fixed for the
determination of holders of Common Stock entitled to receive the
Distribution multiplied by the reciprocal of the fraction set forth in the
immediately preceding clause (i), or (B) in the event that the Distribution
is of common stock of a company whose common stock is traded on a
national securities exchange or a national automated quotation system, then
the holder of this Debenture shall receive an additional warrant, the terms
of which shall be identical to those of this Debenture, except that such
warrant shall be exercisable into the amount of the assets that would have
been payable to the holder of this Debenture pursuant to the Distribution
had the holder exercised this Debenture immediately prior to such record
date and with an exercise price equal to the amount by which the exercise
price of this Debenture was decreased with respect to the Distribution
pursuant to the terms of the immediately preceding clause (i). The newly
issued warrant shall have piggy-back right.

(2) All calculations under this Section shall be made to the nearest
1/1000th of a cent or the nearest 1/1000th of a share, as the case may be.
Any calculation equal to or over .005 shall be rounded up to the next cent
or share and any calculation less than .005 shall be rounded down to the
previous cent or share.

(3) Whenever the Conversion Price is adjusted pursuant to Section
5.01, the Company shall within one (1) Business Day after the
determination of the new Conversion Price mail and fax to the Holder, a
notice ("Company Notice of Conversion Price Adjustment") setting forth
the Conversion Price after such adjustment and setting forth a brief
statement of the factsrequiring such adjustment.

(4) In case of any reclassification of the Common Stock, any
consolidation or merger of the Company with or into another person, the
sale or transfer of all or substantially all of the assets of the Company or
any compulsory share exchange pursuant to which the Common Stock is
converted into other securities, cash or property, then each holder of
Debentures then outstanding shall have the right thereafter to convert such
Debentures only into the shares of stock and other securities and property
receivable upon or deemed to be held by holders of Common Stock
following such reclassification, consolidation, merger, sale, transfer or
share exchange (except in the event the property is cash, then the Holder
shall have the right to convert the Debenture and receive cash in the same
manner as other stockholders), and the Holder shall be entitled upon such
event to receive such amount of securities or property as the holder of
shares of the Common Stock into which such Debenture could have been
converted immediately prior to such reclassification, consolidation,
merger, sale, transfer or share exchange would have been entitled. The
terms of any such consolidation, merger, sale, transfer or share exchange
shall include such terms so as to continue to give to the Holder the right
to receive the securities or property set forth in this Section upon any
conversion following such consolidation, merger, sale, transfer or share
exchange. This provision shall similarly apply to successive
reclassifications, consolidations, mergers, sales, transfers or share
exchanges;

(5)If:
(a) the Company shall declare a dividend (or any other distribution) on its
Common Stock; or

(b) the Company shall declare a special non-recurring cash dividend
redemption of its Common Stock; or

(c) the Company shall authorize the grant to all holders of the Common
Stock rights or warrants to subscribe for or purchase any shares of capital
stock of any class or of any rights; or

(d) the approval of any stockholders of the Company shall be required in
connection with any reclassification of the Common Stock of the Company
(other than a subdivision or combination of the outstanding shares of
Common Stock), any consolidation or merger to which the Company is a
party, any sale or transfer of all or substantially all of the assets of the
Company, or any compulsory share exchange whereby the Common Stock
is converted into other securities, cash or property; or

(e) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding-up of the affairs of the Company;
then the Company shall cause to be filed at each office or agency
maintained for the purpose of conversion of Debentures, and shall cause to
be mailed and faxed to the Holder and each other holder of the Debentures
at their last addresses and facsimile number set forth in the Debenture
Register at least twenty (20) calendar days prior to the applicable record
or effective date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of such dividend,
distribution, redemption, rights or warrants, or if a record is not to be
taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distributions, redemption, rights or warrants are
to be determined, or (y) the date on which such reclassification,
consolidation, merger, sale, transfer, share exchange, dissolution,
liquidation or winding-up is expected to become effective, and the date as
of which it is expected that holders of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger,
sale, transfer, share exchange, dissolution, liquidation or winding-up;
provided, however, that the failure to mail such notice or any defect
therein or in the mailing thereof shall not affect the validity of the
corporate action required to be specified in such notice.

Section 5.02 If at any time conditions shall arise by reason of action or
failure to act by the Company, which action or failure to act, in the
opinion of the Board of Directors of the Company, is not adequately
covered by the other provisions hereof and which might materially and
adversely affect the rights of the Holder (different or distinguishable from
the effect generally on rights of holders of any class of the Company's
capital stock), the Company shall, at least twenty (20) calendar days prior
to the effective date of such action, mail and fax a written notice to each
holder of Debenture briefly describing the action contemplated, and an
appraiser selected by the holders of majority in principal amount of the
outstanding Debentures shall give its opinion as to the adjustment, if any
(not inconsistent with the standards established in this Section 5.01), of the
Conversion Price (including, if necessary, any adjustment as to the
securities into which Debentures may thereafter be convertible) and any
distribution which is or would be required to preserve without diluting the
rights of the holders of Debentures; provided, however, that the
Company, after receipt of the determination by such appraiser, shall have
the right to select an additional appraiser, in which case the adjustment
shall be equal to the average of the adjustments recommended by each
such appraiser. The Company shall pay all fees and expenses of any
appraiser selected under this Section 5.02. The Board of Directors of the
Company shall make the adjustment recommended forthwith upon the
receipt of such opinion or opinions or the taking of any such action
contemplated, as the case may be; provided, however, that no such
adjustment of the Conversion Price shall be made which, in the opinion of
the appraiser(s) giving the aforesaid opinion or opinions, would result in
an increase of the Conversion Price above the Conversion Price then in
effect.

Section 5.03 Consent of Holder to Sell Capital Stock or Grant Security
Interests. Except for shares of Common Stock issued to the Holder or its
affiliates under conversion of this Debenture or otherwise, so long as any
of the principal of or interest on this Debenture remains unpaid and
unconverted, the Company shall not, without the prior written consent of
the Holder, (a) issue or sell shares of Common Stock or Preferred Stock
without consideration or for a consideration per share less than the bid
price of the Common Stock determined immediately prior to its issuance,
(except upon exercise or conversion of any security that, pursuant to its
terms, is exercisable or convertible into the Company's Common Stock
and was issued or outstanding prior to the date hereof) (b) issue any
warrant, option, right, contract, call, or other security instrument granting
the holder thereof, the right to acquire Common Stock without
consideration or for a consideration less than such Common Stock's bid
price determined immediately prior to its issuance, (c) enter into any
security instrument granting the holder a security interest in any and all
assets of the Company that is senior to the security interest of the
Buyer(s), or (d) file any registration statement on Form S-8 except to
register up to 1,300,000 shares of the Common Stock to be issued under a
stock incentive plan.

Section 5.04 Not withstanding Section 5.03 above, the Company may,
without obtaining the prior written consent of the Buyer(s), issue or sell
shares of Common Stock or Preferred Stock for a consideration per share
of up to 20% below the closing bid price of the Common Stock
determined immediately prior to its issuance, provided that 50% of the net
proceeds of any such issuance are used to redeem the outstanding this
Debenture.

ARTICLE VI.
Section 6.01 Notice. Notices regarding this Debenture shall be sent to the
parties at the following addresses, unless a party notifies the other parties,
in writing, of a change of address:

if to the Company, to:
Access Pharmaceuticals, Inc.
2600 Stemmons Freeway, Suite 176
Dallas, TX 75207
Attention: Kerry P. Gray
Telephone: (214) 905-5100
Facsimile: (214) 905-5101

With a copy to:
Bingham McCutchen LLP
150 Federal Street
Boston, MA 02110-1726
Attention: John J. Concannon, Esq.
Telephone: (617) 951-8874
Facsimile: (617) 951-8736

If to the Holder:
Highgate House Funds, Ltd.
101 Hudson Street, Suite 3700
Jersey City, NJ 07303
Telephone: (201) 985-8300
Facsimile: (201) 985-8266

With a copy to: Troy Rillo, Esq.
101 Hudson Street, Suite 3700
Jersey City, NJ 07302
Telephone: (201) 985-8300
Facsimile: (201) 985-8266

Section 6.02 Governing Law. This Debenture shall be deemed to be made
under and shall be construed in accordance with the laws of the State of
New Jersey without giving effect to the principals of conflict of laws
thereof. Each of the parties consents to the jurisdiction of the
U.S. District Court sitting in the District of the State of New Jersey or the
state courts of the State of New Jersey sitting in Hudson County, New
Jersey in connection with any dispute arising under this Debenture and
hereby waives, to the maximum extent permitted by law, any objection,
including any objection based on forum non conveniens to the bringing of
any such proceeding in such jurisdictions.

Section 6.03 Severability. The invalidity of any of the provisions of this
Debenture shall not invalidate or otherwise affect any of the other
provisions of this Debenture, which shall remain in full force and effect.

Section 6.04 Entire Agreement and Amendments. This Debenture
represents the entire agreement between the parties hereto with respect to
the subject matter hereof and there are no representations, warranties or
commitments, except as set forth herein. This Debenture may be
amended only by an instrument in writing executed by the parties hereto.

Section 6.05 Attorney Fees. If the Company fails to strictly comply with
the terms of this Debenture, then the Company shall reimburse the Holder
promptly for all fees, costs and expenses, including, without limitation,
attorney's fees and expenses incurred by the Holder in any action in
connection with this Debenture, including, without limitation, those
incurred: (i) during any workout, attempted workout, and/or in connection
with the rendering of legal advice as to the Holder's rights, remedies and
obligations, (ii) collecting any sums which become due to the Holder, (iii)
defending or prosecuting any proceeding or any counterclaim to any
proceeding or appeal; or (iv) the protection, preservation or enforcement
of any rights or remedies of the Holder.

Section 6.06 Counterparts. This Debenture may be executed in multiple
counterparts, each of which shall be an original, but all of which shall be
deemed to constitute on instrument.

IN WITNESS WHEREOF, with the intent to be legally bound hereby, the
Company as executed this Debenture as of the date first written above.

ACCESS PHARMACEUTICALS, INC.

By: /s/ Kerry P. Gray
------------------
Name: Kerry P. Gray
Title: President and Chief Executive Officer

THIS SECURED DEBENTURE, AND THE SECURITIES INTO
WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE
"SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE. THE
SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE
HARBOR FROM REGISTRATION UNDER REGULATION D
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED"
AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES
ARE REGISTERED UNDER THE ACT, PURSUANT TO
REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND
THE COMPANY WILL BE PROVIDED WITH OPINION OF
COUNSEL OR OTHER SUCH INFORMATION AS IT MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS
ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN
COMPLIANCE WITH THE ACT.

SECURED DEBENTURE
ACCESS PHARMACEUTICALS, INC.
7% Secured Convertible Debenture
March 30, 2006

No. CCP-001 US$1,316,500

This Secured Debenture (the "Debenture") is issued on March 30, 2005
(the "Closing Date") by Access Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), to Cornell Capital Partners, LP (together
with its permitted successors and assigns, the "Holder") pursuant to
exemptions from registration under the Securities Act of 1933, as
amended.

ARTICLE I.
Section 1.01 Principal and Interest. For value received, the Company
hereby promises to pay to the order of the Holder on the one year
anniversary of the date hereof ("Maturity Date"), in lawful money of the
United States of America and in immediately available funds the principal
sum of One Million Three Hundred Sixteen Thousand Five Hundred
Dollars ($1,316,500), together with interest on the unpaid principal of this
Debenture at the rate of seven percent (7%) per year (compounded
monthly) from the date of this Debenture until paid in full. The entire
principal amount and all accrued interest shall paid to the Holder on the
Maturity Date. In no event shall the Holder be entitled to convert this
Debenture for a number of shares of Common Stock in excess of that
number of shares of Common Stock which, upon giving effect to such
conversion, would cause the aggregate number of shares of Common
Stock beneficially owned by the Holder and its affiliates to exceed 4.99%
of the outstanding shares of the Common Stock following such conversion
(unless the Holder provides the Company sixty five (65) days prior written
notice that this provision shall not apply). For so long as the Common
Stock is listed on the American Stock Exchange or the Nasdaq, the total
number of shares issuable under this Debenture to the Holder, Highgate
House Funds, Ltd. or their affiliates, and transferees, subsequent
transferees, or any other party pursuant to the Securities Purchase
Agreement of even date herewith among the Company, Cornell Capital
Partners, L.P., and Highgate House Funds, Ltd. (the "Securities Purchase
Agreement"), and the Pledge and Escrow Agreement of even date
herewith among the Company, Cornell Capital Partners, L.P., and
Highgate House Funds, Ltd. (the "Pledge Agreement") shall not exceed
Two Million Eight Hundred Ninety One Thousand Seven Hundred Twenty
Three (2,891,723) shares in the aggregate (representing approximately
19.9% of the outstanding capital of the Company as of the date hereof),
absent the approval of the Company's shareholders.

Section 1.02 Monthly Repayment Schedule. The Company shall make
six (6) scheduled payments ("Scheduled Payments") of principal, plus
accrued interest and a Redemption Premium ("Redemption Premium")
equal to 10% of the principal amount of each Scheduled Payment. The
first Scheduled Payment shall be due and payable on November 1, 2005,
and shall continue on the first business day of each succeeding calendar
month thereafter. The principal amount of each Scheduled Payment shall
be determined by dividing the outstanding principal amount of this
Debenture as of the date such Scheduled Payment is due by the number of
Scheduled Payments remaining. For example, if on November 1, 2005,
the outstanding principal amount is $1,316,500, then the Scheduled
Payment due on November 1, 2005, would consist of $219,416.67 of
principal, plus a Redemption Premium of $21,942 and accrued interest on
$1,316,500 at a rate of 7% per year from the date hereof up to and
including October 31, 2005.

Section 1.03 Optional Conversion. The Holder is entitled, at its option,
to convert, and sell on the same day, at any time and from time to time,
until payment in full of this Debenture, all or any part of the principal
amount of the Debenture, plus accrued interest, into shares (the
"Conversion Shares") of the Company's common stock, par value $0.01
per share ("Common Stock"), at the price per share (the "Conversion
Price") equal to $4.00 (the "Conversion Price"). No fraction of shares or
scrip representing fractions of shares will be issued on conversion, but the
number of shares issuable shall be rounded to the nearest whole share. To
convert this Debenture, the Holder hereof shall deliver written notice
thereof, substantially in the form of Exhibit A to this Debenture, with
appropriate insertions (the "Conversion Notice"), to the Company at its
address as set forth herein. The date upon which the conversion shall be
effective (the "Conversion Date") shall be deemed to be the date set forth
in the Conversion Notice. The Holder has the right to convert this
Debenture after the Maturity Date.

Section 1.04 Reservation of Common Stock. The Company shall reserve
and keep available out of its authorized but unissued shares of Common
Stock, solely for the purpose of effecting the conversion of this
Debenture, such number of shares of Common Stock as shall from time to
time be sufficient to effect such conversion, based upon the Conversion
Price. If at any time the Company does not have a sufficient number of
Conversion Shares authorized and available, then the Company shall call
and hold a special meeting of its stockholders within thirty (30) days of
that time for the sole purpose of increasing the number of authorized
shares of Common Stock.

Section 1.05 Right of Redemption. The Company at its option shall have
the right, with three (3) business days advance written notice, to redeem a
portion or all amounts outstanding under this Debenture prior to the
Maturity Date or any Scheduled Payment due date. The Redemption
Premium shall apply to any such early redemptions. The Company shall
pay a twenty percent (20%) premium (in lieu of the Redemption
Premium), on any Scheduled Payment not made within five (5) business
days of the date it is due.

Section 1.06 Registration Rights. The Company is obligated to register
the resale of the Conversion Shares under the Securities Act of 1933, as
amended, pursuant to the terms of a Registration Rights Agreement,
among the Company, Cornell Capital Partners, LP and Highgate House
Funds, Ltd. of even date herewith (the "Investor Registration Rights
Agreement").

Section 1.07 Interest Payments. The interest so payable shall be paid at
the time of a Scheduled Payment, maturity or conversion to the person in
whose name this Debenture is registered. Interest shall be paid in
cash (via wire transfer or certified funds). In the event of default, as
described in Article III Section 3.01 hereunder, the Holder may elect that
the interest be paid in cash (via wire transfer or certified funds) or in the
form of Common Stock. If paid in the form of Common Stock, the
amount of stock to be issued will be calculated as follows: the value of the
stock shall be the Closing Bid Price on: (i) the date the interest payment
is due; or (ii) if the interest payment is not made when due, the date the
interest payment is made. A number of shares of Common Stock with a
value equal to the amount of interest due shall be issued. No fractional
shares will be issued; therefore, in the event that the value of the Common
Stock per share does not equal the total interest due, the Company will
pay the balance in cash.

Section 1.08 Paying Agent and Registrar. Initially, the Company will act
as paying agent and registrar. The Company may change any paying
agent, registrar, or Company-registrar by giving the Holder not less than
ten (10) business days' written notice of its election to do so, specifying
the name, address, telephone number and facsimile number of the paying
agent or registrar. The Company may act in any such capacity.

Section 1.09 Secured Nature of Debenture. This Debenture is secured
by all of the assets and property of the Company as set forth on Exhibit A
to the Security Agreement dated the date hereof among the Company,
Cornell Capital Partners, LP, and Highgate House Funds, Ltd. (the
"Security Agreement") and the Pledged Shares as set forth in the Pledge
Agreement

ARTICLE II.
Section 2.01 Amendments and Waiver of Default. The Debenture may
not be amended. Notwithstanding the above, without the consent of the
Holder, the Debenture may be amended to cure any ambiguity, defect or
inconsistency, or to provide for assumption of the Company obligations to
the Holder.

ARTICLE III.
Section 3.01 Events of Default. An Event of Default is defined as
follows: (a) failure by the Company to pay amounts due hereunder on the
Maturity Date; (b) failure by the Company to pay amounts due pursuant to
a Scheduled Payment within ten (10) days of the date such payment is due
(c) failure by the Company or the Company's transfer agent to deliver
Common Stock certificates to the Holder prior to the fifth (5th ) trading
day after a Conversion Date; (d) failure by the Company for ten (10) days
after notice to it to comply with any of its other agreements in the
Debenture; (d) events of bankruptcy or insolvency; (e) a breach by the
Company under the Investor Registration Rights Agreement, the Security
Agreement, the Pledge Agreement, or any of the other Transaction
Documents (as defined in the Securities Purchase Agreement of even date
herewith among the Company, Cornell Capital Partners, LP, and Highgate
House Funds, Ltd. (the "Securities Purchase Agreement")) which is not
cured by the Company within any allocated cure period therein. Upon the
occurrence of an Event of Default, the Holder may, in its sole discretion,
accelerate full repayment of all debentures outstanding and accrued interest
thereon or may, notwithstanding any limitations contained in this
Debenture and/or the Securities Purchase Agreement, convert all
debentures outstanding and accrued interest thereon into shares of
Common Stock pursuant to Section 1.03 herein. Upon and Event of
Default, the Holder, in addition to any other remedies, shall have the right
(but not the obligation) to convert this Debenture at any time after an
Event of Default.

Section 3.02 Failure to Issue Unrestricted Common Stock. As indicated
in Article III Section 3.01, a breach by the Company of its obligations
under the Investor Registration Rights Agreement shall be deemed an
Event of Default, which if not cured within ten (10) days, shall entitle the
Holder to accelerate full repayment of all Debentures outstanding and
accrued interest thereon or, notwithstanding any limitations contained in
this Debenture and/or the Securities Purchase Agreement, to convert all
debentures outstanding and accrued interest thereon into shares of
Common Stock pursuant to Section 1.03 herein. The Company
acknowledges that failure to honor a Notice of Conversion shall cause
irreparable harm to the Holder.

ARTICLE IV.
Section 4.01 Rights and Terms of Conversion. This Debenture, in whole
or in part, may be converted at any time following the Closing Date, into
shares of Common Stock at a price equal to the Conversion Price as
described in Section 1.03 above.

Section 4.02 Re-issuance of Debenture. When the Holder elects to
convert a part of the Debenture, then the Company shall reissue a new
Debenture in the same form as this Debenture to reflect the new principal
amount.

ARTICLE V.
Section 5.01 Anti-dilution. If the Company, at any time while this
Debenture is outstanding, (a) shall pay a stock dividend or otherwise make
a distribution or distributions on shares of its Common Stock payable in
shares of its capital stock (whether payable in shares of its Common Stock
or of capital stock of any class), (b) subdivide outstanding shares of
Common Stock into a larger number of shares, (c) combine outstanding
shares of Common Stock into a smaller number of shares, or (d) issue by
reclassification any shares of capital stock of the Company, the
Conversion Price as applied in Section 1.03 shall be multiplied by a
fraction, the numerator of which shall be the number of shares of
Common Stock of the Company outstanding immediately before such
event and the denominator of which shall be the number of shares of
Common Stock outstanding immediately after giving effect to such event.
Any adjustment made pursuant to this Section 5.01 shall become effective
immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision,
combination or reclassification, provided that no adjustment shall be made
if the Company does not complete such dividend, distribution, subdivision,
combination or reclassification.

(1) If the Company shall declare or make any dividend or other
distribution of its assets (or rights to acquire its assets) to holders of
Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities,
property or options by way of a dividend, spin off, reclassification,
corporate rearrangement or other similar transaction) (a "Distribution"), at
any time after the issuance of this Debenture, then, in each such case:

(i) any Conversion Price in effect immediately prior to the close of
business on the record date fixed for the determination of holders of
Common Stock entitled to receive the Distribution shall be reduced,
effective as of the close of business on such record date, to a price
determined by multiplying such Conversion Price by a fraction of which
(A) the numerator shall be the closing bid price of the Common Stock on
the trading day immediately preceding such record date minus the value of
the Distribution (as determined in good faith by the Company's Board of
Directors) applicable to one share of Common Stock, and (B) the
denominator shall be the closing bid price of the Common Stock on the
trading day immediately preceding such record date; and

(ii) either (A) the number of shares of Common Stock to be obtainable
upon exercise of this Debenture shall be increased to a number of shares
equal to the number of shares of Common Stock obtainable immediately
prior to the close of business on the record date fixed for the
determination of holders of Common Stock entitled to receive the
Distribution multiplied by the reciprocal of the fraction set forth in the
immediately preceding clause (i), or (B) in the event that the Distribution
is of common stock of a company whose common stock is traded on a
national securities exchange or a national automated quotation system, then
the holder of this Debenture shall receive an additional warrant, the terms
of which shall be identical to those of this Debenture, except that such
warrant shall be exercisable into the amount of the assets that would have
been payable to the holder of this Debenture pursuant to the Distribution
had the holder exercised this Debenture immediately prior to such record
date and with an exercise price equal to the amount by which the exercise
price of this Debenture was decreased with respect to the Distribution
pursuant to the terms of the immediately preceding clause (i). The newly
issued warrant shall have piggy-back right.

(2) All calculations under this Section shall be made to the nearest
1/1000th of a cent or the nearest 1/1000th of a share, as the case may be.
Any calculation equal to or over .005 shall be rounded up to the next cent
or share and any calculation less than .005 shall be rounded down to the
previous cent or share.

(3) Whenever the Conversion Price is adjusted pursuant to Section
5.01, the Company shall within one (1) Business Day after the
determination of the new Conversion Price mail and fax to the Holder, a
notice ("Company Notice of Conversion Price Adjustment") setting forth
the Conversion Price after such adjustment and setting forth a brief
statement of the factsrequiring such adjustment.

(4) In case of any reclassification of the Common Stock, any
consolidation or merger of the Company with or into another person, the
sale or transfer of all or substantially all of the assets of the Company or
any compulsory share exchange pursuant to which the Common Stock is
converted into other securities, cash or property, then each holder of
Debentures then outstanding shall have the right thereafter to convert such
Debentures only into the shares of stock and other securities and property
receivable upon or deemed to be held by holders of Common Stock
following such reclassification, consolidation, merger, sale, transfer or
share exchange (except in the event the property is cash, then the Holder
shall have the right to convert the Debenture and receive cash in the same
manner as other stockholders), and the Holder shall be entitled upon such
event to receive such amount of securities or property as the holder of
shares of the Common Stock into which such Debenture could have been
converted immediately prior to such reclassification, consolidation,
merger, sale, transfer or share exchange would have been entitled. The
terms of any such consolidation, merger, sale, transfer or share exchange
shall include such terms so as to continue to give to the Holder the right
to receive the securities or property set forth in this Section upon any
conversion following such consolidation, merger, sale, transfer or share
exchange. This provision shall similarly apply to successive
reclassifications, consolidations, mergers, sales, transfers or share
exchanges;

(5)If:
(a) the Company shall declare a dividend (or any other distribution) on
its Common Stock; or

(b) the Company shall declare a special non-recurring cash dividend
redemption of its Common Stock; or

(c) the Company shall authorize the grant to all holders of the
Common Stock rights or warrants to subscribe for or purchase any shares
of capital stock of any class or of any rights; or

(d) the approval of any stockholders of the Company shall be required
in connection with any reclassification of the Common Stock of the
Company (other than a subdivision or combination of the outstanding
shares of Common Stock), any consolidation or merger to which the
Company is a party, any sale or transfer of all or substantially all of the
assets of the Company, or any compulsory share exchange whereby the
Common Stock is converted into other securities, cash or property; or

(e) the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding-up of the affairs of the Company;

then the Company shall cause to be filed at each office or agency
maintained for the purpose of conversion of Debentures, and shall cause to
be mailed and faxed to the Holder and each other holder of the Debentures
at their last addresses and facsimile number set forth in the Debenture
Register at least twenty (20) calendar days prior to the applicable record
or effective date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of such dividend,
distribution, redemption, rights or warrants, or if a record is not to be
taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distributions, redemption, rights or warrants are
to be determined, or (y) the date on which such reclassification,
consolidation, merger, sale, transfer, share exchange, dissolution,
liquidation or winding-up is expected to become effective, and the date as
of which it is expected that holders of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger,
sale, transfer, share exchange, dissolution, liquidation or winding-up;
provided, however, that the failure to mail such notice or any defect
therein or in the mailing thereof shall not affect the validity of the
corporate action required to be specified in such notice.

Section 5.02 If at any time conditions shall arise by reason of action or
failure to act by the Company, which action or failure to act, in the
opinion of the Board of Directors of the Company, is not adequately
covered by the other provisions hereof and which might materially and
adversely affect the rights of the Holder (different or distinguishable from
the effect generally on rights of holders of any class of the Company's
capital stock), the Company shall, at least twenty (20) calendar days prior
to the effective date of such action, mail and fax a written notice to each
holder of Debenture briefly describing the action contemplated, and an
appraiser selected by the holders of majority in principal amount of the
outstanding Debentures shall give its opinion as to the adjustment, if any
(not inconsistent with the standards established in this Section 5.01), of the
Conversion Price (including, if necessary, any adjustment as to the
securities into which Debentures may thereafter be convertible) and any
distribution which is or would be required to preserve without diluting the
rights of the holders of Debentures; provided, however, that the
Company, after receipt of the determination by such appraiser, shall have
the right to select an additional appraiser, in which case the adjustment
shall be equal to the average of the adjustments recommended by each
such appraiser. The Company shall pay all fees and expenses of any
appraiser selected under this Section 5.02. The Board of Directors of the
Company shall make the adjustment recommended forthwith upon the
receipt of such opinion or opinions or the taking of any such action
contemplated, as the case may be; provided, however, that no such
adjustment of the Conversion Price shall be made which, in the opinion of
the appraiser(s) giving the aforesaid opinion or opinions, would result in
an increase of the Conversion Price above the Conversion Price then in
effect.

Section 5.03 Consent of Holder to Sell Capital Stock or Grant Security
Interests. Except for shares of Common Stock issued to the Holder or its
affiliates under conversion of this Debenture or otherwise, so long as any
of the principal of or interest on this Debenture remains unpaid and
unconverted, the Company shall not, without the prior written consent of
the Holder, (a) issue or sell shares of Common Stock or Preferred Stock
without consideration or for a consideration per share less than the bid
price of the Common Stock determined immediately prior to its issuance,
(except upon exercise or conversion of any security that, pursuant to its
terms, is exercisable or convertible into the Company's Common Stock
and was issued or outstanding prior to the date hereof) (b) issue any
warrant, option, right, contract, call, or other security instrument granting
the holder thereof, the right to acquire Common Stock without
consideration or for a consideration less than such Common Stock's bid
price determined immediately prior to its issuance, (c) enter into any
security instrument granting the holder a security interest in any and all
assets of the Company that is senior to the security interest of the
Buyer(s), or (d) file any registration statement on Form S-8 except to
register up to 1,300,000 shares of the Common Stock to be issued under a
stock incentive plan.

Section 5.04 Not withstanding Section 5.03 above, the Company may,
without obtaining the prior written consent of the Buyer(s), issue or sell
shares of Common Stock or Preferred Stock for a consideration per share
of up to 20% below the closing bid price of the Common Stock
determined immediately prior to its issuance, provided that 50% of the net
proceeds of any such issuance are used to redeem the outstanding this
Debenture.

ARTICLE VI.
Section 6.01 Notice. Notices regarding this Debenture shall be sent to
the parties at the following addresses, unless a party notifies the other
parties, in writing, of a change of address:

If to the Company, to:
Access Pharmaceuticals, Inc.
2600 Stemmons Freeway, Suite 176
Dallas, TX 75207
Attention: Kerry P. Gray
Telephone: (214) 905-5100
Facsimile: (214) 905-5101

With a copy to:
Bingham McCutchen LLP
150 Federal Street
Boston, MA 02110-1726
Attention: John J. Concannon, Esq.
Telephone: (617) 951-8874
Facsimile: (617) 951-8736

If to the Holder:
Cornell Capital Partners, LP
101 Hudson Street, Suite 3700
Jersey City, NJ 07303
Telephone: (201) 985-8300
Facsimile: (201) 985-8266

With a copy to:
Troy Rillo, Esq.
101 Hudson Street, Suite 3700
Jersey City, NJ 07302
Telephone: (201) 985-8300
Facsimile: (201) 985-8266

Section 6.02 Governing Law. This Debenture shall be deemed to be
made under and shall be construed in accordance with the laws of the
State of New Jersey without giving effect to the principals of conflict of
laws thereof. Each of the parties consents to the jurisdiction of the
U.S. District Court sitting in the District of the State of New Jersey or the
state courts of the State of New Jersey sitting in Hudson County, New
Jersey in connection with any dispute arising under this Debenture and
hereby waives, to the maximum extent permitted by law, any objection,
including any objection based on forum non conveniens to the bringing of
any such proceeding in such jurisdictions.

Section 6.03 Severability. The invalidity of any of the provisions of this
Debenture shall not invalidate or otherwise affect any of the other
provisions of this Debenture, which shall remain in full force and effect.

Section 6.04 Entire Agreement and Amendments. This Debenture
represents the entire agreement between the parties hereto with respect to
the subject matter hereof and there are no representations, warranties or
commitments, except as set forth herein. This Debenture may be
amended only by an instrument in writing executed by the parties hereto.

Section 6.05 Attorney Fees. If the Company fails to strictly comply
with the terms of this Debenture, then the Company shall reimburse the
Holder promptly for all fees, costs and expenses, including, without
limitation, attorney's fees and expenses incurred by the Holder in any
action in connection with this Debenture, including, without limitation,
those incurred: (i) during any workout, attempted workout, and/or in
connection with the rendering of legal advice as to the Holder's rights,
remedies and obligations, (ii) collecting any sums which become due to
the Holder, (iii) defending or prosecuting any proceeding or any
counterclaim to any proceeding or appeal; or (iv) the protection,
preservation or enforcement of any rights or remedies of the Holder.

Section 6.06 Counterparts. This Debenture may be executed in multiple
counterparts, each of which shall be an original, but all of which shall be
deemed to constitute on instrument.

WITNESS WHEREOF, with the intent to be legally bound hereby, the
Company as executed this Debenture as of the date first written above.

ACCESS PHARMACEUTICALS, INC.

By:/s/ Kerry P. Gray
-----------------
Name: Kerry P. Gray
Title: President and Chief Executive Officer