AMENDMENT TO PATENT PURCHASE AGREEMENT

FIRST AMENDMENT
to
PATENT PURCHASE AGREEMENT


This First Amendment to the Patent Purchase Agreement by and
between Access Pharmaceuticals, Inc. ("ACCESS"), formerly Chemex
Pharmaceuticals, Inc. ("Chemex"), successor to ACCESS pursuant to a merger upon
the terms and conditions contained in the Merger Agreement (defined herein) and
David F. Ranney ("Ranney") is dated this 23rd day of January, 1996, and is to be
effective from and after the Effective Time as set forth in Section 1.3 of the
Merger Agreement (defined herein).

RECITALS

A. On April 5, 1994, ACCESS Pharmaceuticals, Inc. and
Ranney entered into a Patent Purchase Agreement ("Agreement") and
a Patent Assignment Agreement ("Assignment") which have been
continuously in effect since such date.

B. The parties now desire: (1) to amend the Agreement, as
provided herein, to comply with the requirements of Paragraph 4 of that certain
Stockholder's Agreement by and between Ranney and Chemex dated as of October 3,
1995; and (2) to assure that the patent assignments are filed with and under the
"Assignment" and the "Agreement" as further amended herein. The Stockholder's
Agreement is an integral part of the terms and conditions of that certain
Agreement of Merger and Plan of Reorganization dated October 3, 1995, as amended
and restated as of October 31, 1995, by and between ACCESS and Chemex ("Merger
Agreement"). Modification of the Agreement according to Article "4." of the
Stockholder's Agreement is a condition precedent to the performance by Chemex of
its obligations under the Merger Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, ACCESS and Ranney hereby agree as
follows:

1. Under Section 1.4, Subsection "(a)" is hereby
deleted in its entirety and the following is substituted therefor:

"(a) The following amount to be paid as follows:

$ 7,500 in cash on the date the Agreement is executed
$15,000 in cash on 1-31-95 for calendar year 1994
$25,000 in cash on 1-31-96 for calendar year 1995
$50,000 in cash on 1-31-97 for calendar year 1996

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additionally, so long as one or more of the Patents remains
in effect and ACCESS or its successors or assigns is
developing technology under such Patents, an amount in cash
on 1-31-98 and on the January 31 each year thereafter, equal
to 105% of the payment made pursuant to this subsection
1.4(a) in the immediately preceding calendar year (e.g., the
Section 1.4(a) payment for 1-31-98 would be $52,500 (1-31-97
payment x 105%, etc.))."

2. Section 1.4(c) is hereby amended by changing the
reference to "1.3" which immediately follows the word "Section" to
read "1.4".

Except as modified by this First Amendment, all terms,
conditions and provisions of the Agreement shall remain in full force and
effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


ACCESS PHARMACEUTICALS, INC.,
a Texas corporation

By: /s/ Kerry P. Gray
------------------------
Kerry P. Gray, President



/s/ David F. Ranney
- ------------------------------
David F. Ranney, an individual





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