ANTIDILUTION; PAYMENTS, ETC.

2.1. ANTIDILUTION. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the shares of CHEMEX Common Stock or ACCESS Stock issued and outstanding as of the date of this Agreement shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities through reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar changes in CHEMEX's or ACCESS's capitalization, then an appropriate and proportionate adjustment shall be made to the Conversion Number so that each holder of ACCESS Stock immediately prior to the Effective Time shall receive pursuant to Section 1.2(d) hereof: (a) in the event of any such change with respect to ACCESS Stock, that number of shares of CHEMEX Common Stock (except for fractional shares) that such holder would have received if such change had never occurred, and (b) in the event of any such change with respect to CHEMEX Common Stock, that number of shares of CHEMEX Common Stock (except for fractional shares) that such holder would have received as a result of such change if such change had occurred immediately after the Effective Time (and such holders were treated for purposes of such change as holders of CHEMEX Common Stock).

2.2. PROCEDURES; FRACTIONAL SHARES, ETC.

(a) Certificates that represent shares of ACCESS Stock that are outstanding immediately prior to the Effective Time (each a "Certificate") and are converted into shares of CHEMEX Common Stock pursuant to Section 1.2(d) shall, after the Effective Time, be deemed to represent the shares of the

CHEMEX Common Stock into which such shares have been converted and shall be exchangeable by the holders thereof in the manner provided in paragraphs
(b) and (c) below for new certificates representing the shares of CHEMEX Common Stock into which such shares have been converted.

(b) As promptly as practicable after the Effective Time, CHEMEX or its transfer agent for CHEMEX Common Stock shall send to each holder of record of shares of ACCESS Stock (other than any such shares held directly or indirectly by CHEMEX or ACCESS) outstanding at the Effective Time (the "ACCESS Stockholders"), transmittal materials for use in exchanging the Certificates for such shares for certificates for the shares of CHEMEX Common Stock into which such shares of ACCESS Stock have been converted pursuant to Section 1.2(d). Upon surrender of a Certificate to CHEMEX (or the transfer agent for CHEMEX Common Stock), together with a duly executed letter of transmittal and any other required documents, the holder of such Certificate shall be entitled to receive, in exchange therefor, a certificate for the number of shares of CHEMEX Common Stock to which such holder is entitled, and such Certificate shall forthwith be canceled.

(c) No dividend or other distribution payable after the Effective Time with respect to CHEMEX Common Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof surrenders such Certificate, at which time such holder shall receive all dividends and distributions, without interest thereon, previously payable but withheld from such holder pursuant hereto. After the Effective Time, there shall be no transfers on the stock transfer books of ACCESS of shares of ACCESS Stock. If, after the Effective Time, Certificates are presented to the Surviving Corporation or its transfer agent for CHEMEX Common Stock for transfer, they shall be canceled and exchanged for the shares of CHEMEX Common Stock deliverable in respect thereof as determined in accordance with the provisions and procedures set forth in Section 1.2(d) and this
Section 2.2 (or returned to the presenting Person, if the shares of ACCESS Stock formerly represented by such Certificate are held of record by a former ACCESS stockholder who has duly exercised the appraisal rights described in Section 2.2(e) below).

(d) After the Effective Time, holders of ACCESS Stock shall cease to be, and shall have no rights as, stockholders of ACCESS, other than (i) to receive shares of CHEMEX Common Stock into which such shares have been converted pursuant to the provisions hereof and (ii) the rights afforded to any such holder who has demanded appraisal rights in compliance with all provisions of the Texas Business Corporation Act concerning the right of such holder to dissent from the Merger and demand appraisal of such shares of ACCESS Stock.

(e) Neither CHEMEX nor ACCESS nor any other Person shall be liable to any former holder of shares of ACCESS Stock for any shares or any dividends or distributions with respect thereto properly delivered to a public official pursuant to applicable abandoned property, escheat, or similar laws.

(f) In the event that any Certificate shall have been lost, stolen, or destroyed, upon receipt of appropriate evidence as to such loss, theft, or destruction and to the ownership of such Certificate by the person claiming such Certificate to be lost, stolen, or destroyed, and the receipt by the Surviving Corporation or its transfer agent for CHEMEX Common Stock of appropriate and customary indemnification, the Surviving Corporation or such transfer agent will issue in exchange for such lost, stolen, or destroyed Certificate the shares of CHEMEX Common Stock, deliverable in respect thereof as determined in accordance with Section 1.2(d) and this
Section 2.2.

(g) If any certificate representing shares of CHEMEX Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition to the issuance thereof that the Certificate so surrendered shall be properly indorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer (including without limitation that the signature of the transferor shall be properly guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange), and that the Person requesting such exchange shall pay to the Surviving Corporation in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of CHEMEX Common Stock in any name other than that of the registered holder of the Certificate surrendered, or required for any other

reason, or shall establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

(h) In lieu of the issuance of fractional shares of Chemex Common Stock pursuant to Section 1.2(d), cash adjustments, without interest, will be paid to the holders of ACCESS Stock in respect of any fractional share of Chemex Common Stock that would otherwise be issuable and the amount of such cash adjustment shall be equal to an amount equal to an amount in cash determined by multiplying such holder's fractional interest by $0.75. For purposes of determining whether, and in what amounts, a particular holder of ACCESS Stock would be entitled to receive cash adjustments under this
Section 2.2(h), shares of record held by such holder and represented by two or more certificates shall be aggregated.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Each of ACCESS and CHEMEX hereby represents and warrants to the other as follows (subject in each case to the exceptions set forth in the representing party's attached Disclosure Schedule in the labeled section corresponding to the caption of the representation or warranty to which such exceptions relate):

3.1. CORPORATE ORGANIZATION. It is a corporation duly organized, validly existing and in good standing under, in the case of ACCESS, the laws of the State of Texas, and in the case of CHEMEX, the laws of the State of Delaware; has full corporate power and authority to carry on its business as it is now being conducted and to own, lease or operate its properties and assets; is duly qualified or licensed to do business in good standing in every jurisdiction in which the character or location of the properties and assets owned, leased or operated by it or the conduct of its business requires such licensing or qualification, and has heretofore delivered to the other party complete and correct copies of its certificate of incorporation and by-laws, as presently in effect.

3.2. SUBSIDIARIES. It does not have any Subsidiaries or own any legal and/or beneficial interests in any partnerships, business trusts or joint ventures or in any other unincorporated trade or business enterprises.

3.3. CAPITALIZATION. Its authorized and outstanding capital stock are as set forth in Section 3.3 of its Disclosure Schedule, and in the case of ACCESS, all such outstanding shares are owned of record and, to the best of its knowledge, beneficially, as of the date of this Agreement by the Persons and in the amounts listed in Section 3.3(a) of its Disclosure Schedule. All such issued and outstanding shares of capital stock are duly authorized, validly issued, fully paid and nonassesable. Except as set forth in Section 3.3(b) of its Disclosure Schedule or as contemplated by this Agreement, it does not have and is not bound by any (i) outstanding subscriptions, options, warrants, calls, commitments, or agreements of any character calling for it to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of its capital stock or any other equity security of it, or any securities described in the following clause, or (ii) securities convertible into, exchangeable for, or representing the right to subscribe for, purchase, or otherwise receive any shares of its common stock or any other equity security of it, or obligating it to grant, extend, or enter into any such subscriptions, options, warrants, calls, commitments, or agreements. Except as set forth in Section 3.3(c) of its Disclosure Schedule, as of the date hereof it (i) does not have any outstanding obligations, contractual or otherwise, to repurchase, redeem, or otherwise acquire any shares of its capital stock, (ii) is not a party to and is not bound by, and does not have knowledge of, any agreement or instrument relating to the voting of any of its voting securities, or (iii) is not a party to and is not bound by any agreement or instrument under which any Person has the right to require it to effect, or to include any securities held by such Person in, any registration under the Securities Act of 1933, as amended (the "Securities Act").

3.4. POWER AND AUTHORITY. It has full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. Its Board of Directors have taken all action required by law, its charter, its by-laws or otherwise to authorize the execution and delivery of this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by it. It will cause a shareholder meeting to take place prior to, in the case of ACCESS, December 31, 1995, and in the case of CHEMEX, January 30, 1996 (subject to extension only for any delays caused by or associated with the review and clearance by the SEC of the Registration Statement (as herein defined) and the review and clearance by any applicable government agency or instrumentality of any applicable state with regard to the Blue Sky Filings and only for the number of days directly attributable to any such delays), to approve the transactions contemplated by this Agreement. This Agreement is a valid and binding obligation of it enforceable against it in accordance with its terms, except to the extent that: (i) the enforcement of certain rights and remedies created by this Agreement is subject to bankruptcy, insolvency, reorganization and similar laws of general application affecting the rights and remedies of the parties, and (ii) the enforceability of any particular provision of this Agreement under principles of equity or the availability of equitable remedies, such as specific performance, injunctive relief, waiver or other equitable remedies, is subject to the discretion of courts.

3.5. LAWFUL ISSUANCE. All of the outstanding shares of its capital stock were issued in compliance with (i) all applicable preemptive or similar rights of any Person and (ii) all applicable provisions of the Securities Act and the rules and regulations thereunder, and all applicable state securities laws and the rules and regulations thereunder. No Person has a valid right to rescind any purchase of any shares of capital stock of it from, or issuance thereof by, it.

3.6. FINANCIAL STATEMENTS. Attached as Section 3.6 of its Disclosure Schedule are copies of (a) its audited balance sheets, as of December 31 in each of the years, in the case of CHEMEX, 1992 to 1994, inclusive, and in the case of ACCESS, 1992 to 1993 inclusive (together with unaudited statements for 1994), and the related statements of income, changes in stockholders' equity, and cash flows for the fiscal years ended on such dates, respectively, accompanied by an audit report thereon of Smith, Anglin & Co., in the case of ACCESS, and KPMG Peat Marwick, in the case of CHEMEX, and (b) its unaudited balance sheet as of June 30, 1995, (the "Interim Balance Sheet" of the applicable party), and the related statements of income, changes in stockholders' equity, and cash flows for the respective periods commencing January 1, 1995 and ended on such dates (collectively, such financial statements referred to in this clause (b), the "Unaudited Financial Statements" of the applicable party). Except as noted in the following sentence, each of such financial statements was prepared in accordance with GAAP applied on a basis consistent with prior periods. The Unaudited Financial Statements were prepared in accordance with GAAP for unaudited interim statements, and thus do not contain all notes, year end adjustments and prior period comparative data that are required to be prepared in accordance with GAAP. Each of such balance sheets fairly presents its financial condition in all material respects as of the date of such balance sheet; and each of such statements of income, statements of changes in stockholders' equity, and cash flows fairly presents in all material respects the results of operations, changes in stockholders' equity, or cash flows, as the case may be, of it for the period covered thereby.

3.7. ABSENCE OF CERTAIN CHANGES. Except as set forth in Section 3.7 of its Disclosure Schedule, since the date of its Interim Balance Sheet, there has not been: (a) any material change in its assets, liabilities, or business or in its relationships with suppliers, customers, or lessors, other than changes in the ordinary course of business that have not resulted, either in any case or in the aggregate, in a Material Adverse Effect; (b) any transaction with any of its Affiliates (other than the payment of compensation and reimbursement of expenses in accordance with existing employment arrangements and usual past practices) or any acquisition or disposition by it of any material asset or property or other transaction other than in the ordinary course of business; (c) any damage, destruction, or loss, whether or not covered by insurance, that, either in any case or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (d) any declaration, setting aside, or payment of any dividend or any other distribution in respect of any class of its capital stock; (e) any issuance of any shares of any class of its capital stock or any direct or indirect redemption, purchase, or other acquisition by it of any class of its capital stock; (f) the loss of any officer or key employee of it; (g) any increase in the compensation or other benefits payable or to become payable by it to any of its officers or employees, or any bonus payments or arrangements made to or with any of such officers or employees; (h) any forgiveness or cancellation of any debt or claim by it or any waiver by it of any right of material value, other than compromises of accounts receivable in the ordinary course of business; (i) any entry by it into any material transaction other than in the ordinary course of business; (j) any incurrence by it of any material obligations or material liabilities, whether absolute, accrued, contingent, or otherwise (including without limitation liabilities, as guarantor or otherwise, with respect to obligations of others), other than obligations and liabilities incurred in the ordinary course of business; (k) the incurrence of any mortgage, pledge, lien, lease, security interest, or other charge or encumbrance on any of its assets, tangible or intangible; (l) any change in its accounting principles, practices, or methods; or (m) any discharge or satisfaction by it of any lien or encumbrance or payment by it of any obligation or liability (fixed or contingent) other than (A) current liabilities included in its Interim Balance Sheet, (B) current liabilities incurred since the date of its Interim Balance Sheet in the ordinary course of business and (C) current liabilities incurred in connection with this transaction and set forth in Section 3.7 of its Disclosure Schedule.

3.8. TAXES AND TAX RETURNS.

(a) All material Taxes of any nature whatsoever due and payable by it prior to the execution hereof and all Tax Returns required to be filed prior to such date have been properly computed, duly and timely filed (taking into consideration extensions of time to file) and fully paid and discharged. There are no outstanding agreements or waivers extending the statutory period of limitations applicable to any Tax or Tax Return for any period. It has paid all material Taxes which have become due pursuant to Tax Returns and has paid all installments of estimated Taxes due. All material Taxes and other assessments and levies which it is required by law to withhold or to collect have been duly withheld and collected, and have been paid over to the proper governmental authorities to the extent due and payable. All material Taxes not yet due and payable have been properly accrued on the financial statements of it. Subsequent to the date hereof and prior to the Closing Date hereunder, all Tax Returns shall be timely and accurately filed, and any material Tax payable as shown thereby shall be paid, as required by applicable law. It has not requested nor been granted an extension of the time for filing any Tax Return to a date later than the Closing Date. There are no determined material tax deficiencies or proposed tax assessments (or to the best of its knowledge and belief, the prospects for the same) against it. It has not incurred any material liability for penalties, assessments or interest under any federal, state, local or foreign tax laws. It has withheld and paid all material Taxes required to have been withheld and paid by it in connection with amounts paid or owing to any employee, creditor, independent contractor or other third party.

(b) There are no liens for Taxes (other than current Taxes not yet due and payable) on its assets. There is no audit, action, suit, or taxing authority proceeding now in progress, pending or threatened against it or with respect to any Tax of it, and no claim has ever been made by a taxing authority in a jurisdiction where it does not pay Tax or file Tax Returns that it is or may be subject to Taxes assessed by that jurisdiction.

(c) It has not been a member of any affiliated group (as defined in
Section 1504 of the Code) or filed or been included in a combined, consolidated, aggregate, or unitary income Tax Return. It has never been and is not now a party to or bound by any Tax indemnification, Tax allocation, or Tax sharing agreement or other contractual obligation pursuant to which it is or may at any time in the future be obligated to indemnify any other person or entity with respect to Taxes.

(d) It is not a party to any agreement, contract, arrangement, or plan that has resulted, or could result by reason of the transactions contemplated hereby, separately or in the aggregate, in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code.

(e) It has provided the other party with true and complete copies of all Tax Returns filed with respect to it for taxable periods ending after December 31, 1990, and all examination reports and statements of deficiencies assessed against or agreed to be paid by it with respect to such taxable periods.

3.9. NO VIOLATIONS. Except as set forth in Section 3.9 of its Disclosure Schedule, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein will not (a) conflict with its charter or by-laws, (b) violate any order, writ, injunction or decree applicable to it, or (c) result in any breach or termination of, or constitute a default under, or constitute an event which, with notice or lapse of time, or both, would become a default under, or result in the creation of any encumbrance upon the assets of, or create any rights of termination, cancellation, or acceleration in any person under any agreement, arrangement, or commitment, or violate any provision of laws, rules or regulations or any order, writ, injunction or decree to which it is a party, or by which it or its assets or business may be bound or affected. To the best of its knowledge and belief, no employee or consultant of it is in violation of any term of any employment contract, confidentiality agreement or any other contract or agreement relating to the right of any such employee or consultant to be employed by it because of the nature of the business conducted or to be conducted by it or for any other reason, and the continued employment of such employees or consultants will not result in any violations or adversely affect the performance of any duties of such employees or consultants.

3.10. LITIGATION. Except as set forth in Section 3.10 of its Disclosure Schedule, there is no legal, administrative, arbitration or other proceeding, claim, or action of any nature or investigation pending or threatened against or involving it, or which questions or challenges the validity of this Agreement, any action taken or to be taken by it pursuant to this Agreement or in connection with the transactions contemplated hereby; and it does not know or have any reason to know of any valid basis for any such legal administrative, arbitration or other proceeding claim, investigation or action of any nature. It is not subject to any judgment, order or decree entered in any lawsuit or proceeding which has had an adverse effect on its business practices or on its ability to acquire any property or conduct its business in any area.

3.11. SAFETY, ZONING AND ENVIRONMENTAL MATTERS. Except as described in
Section 3.11 of its Disclosure Schedule:

(a) It is not in material violation of any applicable statute, law, or regulation relating to occupational health or safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand, or notice has been filed or commenced against, or received by, it alleging any failure by it to comply with any such statute, law, or regulation, nor, to the best of its knowledge, is there any reasonable basis therefor.

(b) To the best of its knowledge, none of the real properties leased by it, nor any leasehold improvements thereto, nor any business conducted by it thereon, are or have been in material violation of any applicable land use or zoning requirements, including without limitation any building line or use or occupancy restriction, any public utility or other easement, any limitation, condition, or covenant of record, or any zoning or building law, code, or ordinance.

(c) To the best of its knowledge:

(1) Neither it nor any operator of its Real Properties is presently in violation, or alleged violation, of any judgment, decree, order, law, permit, license, rule, or regulation pertaining to environmental matters, including without limitation those arising under the Resource Conservation and Recovery Act ("RCRA"), the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986 ("SARA"), the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any state or local statute, regulation, ordinance, order or decree relating to health, safety, or the environment (collectively, "Environmental Laws").

(2) It has not received any notice or request for information (an "Environmental Notice") from any third party, including without limitation any federal, state, or local governmental authority, (i) that it has been identified by the United States Environmental Protection Agency ("EPA") as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B; (ii) that any hazardous waste, as defined by 42 U.S.C. sec. 6903(5), any hazardous substances as defined by 42 U.S.C. sec. 9601(14), any pollutant or contaminant as defined by 42 U.S.C. sec. 9601(33), or any toxic substance, methane gas, oil, or hazardous materials or other chemicals or substances regulated by any Environmental Laws (collectively, "Hazardous Substances") that it has generated, transported, or disposed of has been found at any site at which a federal, state, or local agency or other third party has conducted or has ordered that it conduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or
(iii) that it is or shall be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding arising out of any third party's incurrence of costs, expenses, losses, or damages of any kind whatsoever in connection with the release of Hazardous Substances. To the best of its knowledge, no circumstances exist that could give rise to any Environmental Notice to it or to any complaints, costs, expenses, penalties, losses, or damages of the types described above.

(3) (i) No portion of any of its Real Properties has been used for the handling, processing, storage, or disposal of Hazardous Substances except in accordance with applicable Environmental Laws; and no underground tank or other underground storage receptacle for Hazardous Substances

is located on its Real Properties; (ii) in the course of any activities conducted by it and its operators at its Real Properties, no Hazardous Substances have been generated or are being used on such properties except in accordance with applicable Environmental Laws; (iii) there have been no unpermitted Releases or threatened Releases of Hazardous Substances on, upon, into, or from any of its Real Properties; (iv) to the best of its knowledge, there have been no Releases on, upon, from, or into any real property in the vicinity of any of its Real Properties that, through soil or groundwater contamination, may have come to be located on and adversely affect its Real Properties; and (v) any Hazardous Substances that have been generated by it or its operators at its Real Properties have been transported offsite only by licensed carriers having an identification number issued by the EPA, and have been treated or disposed of only by treatment or disposal facilities maintaining valid permits as required under applicable Environmental Laws, which transporters and facilities, to the best of its knowledge, have been and are operating in compliance with such permits and applicable Environmental Laws.

(4) None of its Real Properties is or shall be subject to any applicable environmental clean-up responsibility law or environmental restrictive transfer law or regulation, by virtue of the transactions set forth herein and contemplated hereby.

3.12. INTELLECTUAL PROPERTY RIGHTS. Section 3.12 of its Disclosure Schedule contains an accurate and complete list of all patents, patent applications, trademarks, tradenames, service marks, logos, copyrights, and licenses known to be used in or necessary to its business as now being conducted (collectively, and together with any technology, know-how, trade secrets, processes, formulas and techniques used in or necessary to its business, the "Intellectual Property"). It owns, or is licensed or believes to otherwise have the full unrestricted right to use, all Intellectual Property used in or necessary to its business, and no other intellectual property rights, privileges, licenses, contracts, or other instruments, or evidences of interests are believed necessary to the conduct of its business as currently conducted, with only such exceptions as have no Material Adverse Effect on its business condition (financial or otherwise), or its prospects.

In any instance where its rights to Intellectual Property arise under a license or similar agreement, this is indicated in Section 3.12 of its Disclosure Schedule and such rights are licensed exclusively to it, except as indicated in Section 3.12 of its Disclosure Schedule. Except as indicated in
Section 3.12 of its Disclosure Schedule, it has no knowledge of any obligation to compensate any other Person for the use of any Intellectual Property. Section 3.12 of its Disclosure Schedule lists every instance in which it has granted to any other Person any license or other right to use in any manner any of the Intellectual Property, whether or not requiring the payment of royalties (other than commercial licenses of software entered into in the ordinary course of business). No other Person has an interest in or right or license to use any of its Intellectual Property. To the best of its knowledge, none of its Intellectual Property (except patent applications) is being infringed by others, or is subject to any outstanding order, decree, judgment, or stipulation. Except as set forth in Section 3.12 of its Disclosure Schedule, no litigation (or other proceedings in or before any court or other governmental, adjudicatory, arbitral, or administrative body) relating to its Intellectual Property is pending, or to the best of its knowledge, threatened, nor, to the best of its knowledge, is there any basis for any such litigation or proceeding. No litigation (or other proceedings in or before any court or other governmental, adjudicatory, arbitral, or administrative body) charging it with infringement of any patent, trademark, copyright, or other proprietary right is pending, or to the best of its knowledge, threatened, nor, to the best of its knowledge, is there any basis for any such litigation or proceeding. It maintains reasonable security measures for the preservation of the secrecy and proprietary nature of such of its Intellectual Property as constitutes trade secrets.

3.13. CONTRACTS AND COMMITMENTS; NO DEFAULT. Except as set forth in
Section 3.13 of its Disclosure Schedule:

(a) it has no (1) employment contracts, (2) consulting agreements, or
(3) agreements providing for severance payments or other additional rights or benefits (whether or not optional) in the event of the sale or other change in control of it;

(b) it has no agreement for the purchase, sale, lease or license by or from it of assets, products, or services requiring total payments by or to it in excess of $100,000 in any instance or entered into other than in the ordinary course of the operation of its business;

(c) it has not purchased or entered into a barter, currency or interest rate swap, collar, or hedge;

(d) it has no agreement the performance of which is reasonably likely to result in a loss to it;

(e) it has no collective bargaining or union contracts or agreements;

(f) it is not restricted by agreement from carrying on its business or any part thereof anywhere in the world or competing in any line of business with any Person;

(g) it has no debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others except as set forth in Section 4.18 herein and in its financial statements;

(h) it has no outstanding loan to any Person (except as set forth in
Section 4.18 herein);

(i) it has no obligation or liability as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any other Person;

(j) it is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person (except as set forth in Section 4.18 herein);

(k) it is not a party to any agreement, contract, commitment or loan to which any of its officers or directors is a party (other than standard contracts relating to the performance of services or, in the case of directors, agreements regarding indemnification);

(l) There are no outstanding sales or purchase contracts, commitments or proposals of it; and

(m) it has not given any irrevocable power of attorney to any person, firm, corporation or other entity for any purpose whatsoever, except the appointment of agents to accept service of process.

3.14. CONSENTS AND APPROVALS OF GOVERNMENT AUTHORITIES. Except as set forth in Section 3.14 of its Disclosure Schedule and the filing and recordation of appropriate merger documents as required by the laws of the States of Texas and Delaware and the filing of the Registration Statement (as hereinafter defined) with the SEC and the SEC's declaration of the effectiveness thereof, and the filing of the Blue Sky Filings and the action of the relevant governmental authorities in connection therewith, no consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority is required in connection with the execution, delivery and performance of this Agreement by it and the consummation of the transactions contemplated thereby.

3.15. COMPLIANCE WITH LAW. It has complied with, and is in compliance with, (a) all laws, statutes, governmental regulations, judicial or administrative tribunal orders, judgments, writs, injunctions, decrees, and similar commands applicable to it and its business, (b) all unwaived terms and provisions of all contracts, agreements, and indentures to which it is a party, or to which it or any of its properties are subject, and (c) its charter documents and by-laws, each as amended to date, except, in the cases of clauses
(a) and (b), for any noncompliances that singly or in the aggregate do not and could not reasonably be expected to have a Material Adverse Effect. It has not committed, been charged with, or, to its knowledge, been under investigation with respect to, nor does there exist, any violation by it of any provision of any federal, state, or local law or administrative regulation, except for any violations that singly or in the aggregate do not and could not reasonably be expected to have a Material Adverse Effect. It has and maintains, and Section 3.15 of its Disclosure Schedule sets forth, a complete and correct list of, all such licenses, permits, and other authorizations from all such governmental authorities as are necessary or desirable for the conduct of its business or in connection with the ownership or use of its properties (including without limitation such licenses, permits, and authorizations relating to the environment or to the protection of public health or safety from pollution or environmental contamination of any kind that are required in connection with the conduct of

its business), except for any licenses, permits, and authorizations that, if not obtained, both singly and in the aggregate do not and could not reasonably be expected to have a Material Adverse Effect, and all of which (except as expressly designated on Section 3.15 of its Disclosure Schedule) are in full force and effect in all material respects, and true and complete copies of all of which have previously been delivered to the other party hereto.

3.16 TITLE TO PROPERTY; LEASES, ETC. Except as described in Section 3.16 of its Disclosure Schedule, it has good and marketable title to all of its properties and assets, including without limitation, all of its Intellectual Property and all of those properties and assets reflected in its Interim Balance Sheet (except for properties or assets sold or otherwise disposed of in the ordinary course of business since the date of such balance sheet), all free and clear of all liens, pledges, charges, security interests, mortgages, leases, encumbrances, or title retention agreements of any kind or nature. It does not own or have an option or other right to acquire any real property. It has not received any notice that either the whole or any portion of any real property leased by it is to be condemned, requisitioned, or otherwise taken by any public authority. It does not have any knowledge of any public improvement that may result in special assessments against or otherwise affecting any of the real property leased by it. Section 3.16 of its Disclosure Schedule sets forth a complete and correct description of all leases of real or personal property under which it is lessor or lessee. Complete and correct copies of all such leases and all amendments, supplements, and modifications thereto, other than any personal property lease with an annual rent of less than $15,000 and total remaining rental payments of less than $30,000, have been delivered to the other party hereto. Each such lease is valid and subsisting and no event or condition exists that constitutes, or after notice or lapse of time or both would constitute, a default thereunder by it or, to the best of its knowledge, the other party thereto. Its leasehold interests are subject to no lien or other claim, charge, or encumbrance, and it is in quiet possession of the properties covered by such leases. No provision of any real property lease or sublease to which it is a party restricts its ability to remove at the end of the applicable lease term any machinery and equipment and any leasehold improvements. It has established an adequate reserve, which is reflected in its Interim Balance Sheet, for the anticipated costs of any property renovation and repairs to its leased premises required to be performed or paid for by it upon termination of any of its leases of real property.

3.17. INDEBTEDNESS. Except as described in Section 3.17 of its Disclosure Schedule, it does not have any Indebtedness outstanding at the date hereof. It is not in default with respect to any outstanding Indebtedness or any instrument or agreement relating thereto, and no such Indebtedness or any instrument or agreement relating thereto purports to limit the issuance of any securities by it or the operation of its business. Complete and correct copies of all instruments and agreements (including all amendments, supplements, waivers, and consents) relating to any Indebtedness of it have been furnished to the other party hereto. As used herein "Indebtedness" means (a) all indebtedness for borrowed money, whether current or funded, or secured or unsecured, (b) all indebtedness for the deferred purchase price of property or services represented by a note or security agreement, (c) all indebtedness created or arising under any conditional sale or other title retention agreement (even though the rights and remedies of the seller or lender under such agreement in the event of default may be limited to repossession or sale of such property), (d) all indebtedness secured by a purchase money mortgage or other lien to secure all or part of the purchase price of property subject to such mortgage or lien, (e) all obligations under leases that have been or must be, in accordance with GAAP, recorded as capital leases in respect of which it is liable as lessee, (f) any liability in respect of banker's acceptances or letters of credit, and (g) all indebtedness referred to in clause (a), (b), (c), (d), (e), or (f) above that is directly or indirectly guaranteed by it or that it has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss.

3.18. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent reflected or reserved against in its Interim Balance Sheet or incurred in the ordinary course of business after the date of such balance sheet or incurred in connection with the transactions contemplated by this Agreement and described in
Section 3.18 of its Disclosure Schedule or as otherwise described in its Disclosure Schedule, it does not have any material liabilities or obligations of any nature, whether accrued, absolute, contingent, or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others) and whether due or to become due.

3.19. INSURANCE. Section 3.19 of its Disclosure Schedule lists the policies of theft, fire, liability (including products liability), worker's compensation, life, property and casualty, directors' and officers', and other insurance owned or held by it. Such policies of insurance are maintained with financially sound and reputable insurance companies, funds, or underwriters, are of the kinds and cover such risks, and are in such amounts and with such deductibles and exclusions, as are consistent with prudent business practice. All such policies are in full force and effect, are sufficient for compliance in all material respects by it with all requirements of law and of all agreements to which it is a party, and provide that they will remain in full force and effect through the respective dates set forth in Section 3.19 of its Disclosure Schedule, and will not terminate or lapse or otherwise be affected in any way by reason of the Merger or the other transactions contemplated hereby.

3.20. BROKERS. Except for its arrangements with its Financial Adviser, no finder, broker, agent, or other intermediary has acted for or on behalf of it or, to its knowledge, its stockholders, in connection with the negotiation or consummation of the transactions contemplated hereby.

3.21. DIVIDENDS. There are no dividends declared or unpaid on any of its capital stock as of the date hereof.

3.22. COMPLAINTS. It has received no material complaints from any of its stockholders which have not been resolved without penalty to or sanction of it and, to the best of its knowledge and belief, there is no such complaint pending or threatened and no basis therefor.

3.23. AGREEMENTS TO VOTE IN FAVOR OF THE MERGER. In the case of ACCESS only, binding written agreements to vote in favor of approving this Agreement and the Merger from stockholders of ACCESS holding at least 66 2/3% of the outstanding shares of ACCESS Stock have been delivered to CHEMEX.

3.24. FULL DISCLOSURE. To the best of its knowledge and belief, (i) it has provided the other party hereto with full and complete disclosure and access concerning all material aspects of and information with respect to it, (ii) all written information which has been communicated by it to the other party hereto with respect to the assets, liabilities, business, operations, financial condition and business prospects of it is true, correct and complete, (iii) there exist no facts other than those set forth herein, including its Disclosure Schedule and other documents referred to herein, or which have not otherwise been disclosed to the other party hereto in writing, which would make any material facts set forth herein or otherwise disclosed to the other party hereto misleading, incomplete or incorrect, and (iv) there are no other representations or warranties which have not been made in writing and which are required in order to inform the other party hereto materially concerning the business, operations, financial condition and business prospects of it.

ARTICLE 4

CONDUCT OF BUSINESS PRIOR TO THE EFFECTIVE TIME

Each of ACCESS and CHEMEX hereby covenants and agrees as follows, from and after the date of this Agreement and until the Effective Time, except as otherwise specifically agreed to in writing by the other party:

4.1. FULL ACCESS. It shall provide the other party and its authorized representatives full access during normal business hours to all of its properties, books, records, contracts, and documents, including without limitation the opportunity to ask questions of its officers, employees, accountants and counsel, and furnish to the other party and its authorized representatives all information with respect to its business and financial affairs that the other party may reasonably request.

4.2. CARRY ON IN REGULAR COURSE. It shall maintain its owned and leased properties in good operating condition and repair, reasonable wear and tear excepted. It shall carry on its business in the usual and ordinary course and not make or institute any unusual method of purchase, sale, lease, management, accounting or operation. It shall preserve all of its accounting and business records, corporate records and Intellectual Property for the benefit of the Surviving Corporation.

4.3. NO GENERAL INCREASE. It shall not grant any increases in the rates of pay to its employees, consultants or officers nor by means of any bonus, insurance, pension or stock option or other benefit plan or other contract or commitment increase in any amount the benefits or compensation of any such person.

4.4. SEVERANCE. It shall not obligate itself to pay severance compensation to any officer or employee.

4.5. CONTRACTS AND COMMITMENTS. It shall not enter into any contract or commitment or engage in any transaction (a) which is not in the usual and ordinary course of its business, or (b) which involves the acquisition or disposition of a material asset or any material technology license.

4.6. SALES OF CAPITAL ASSETS. It shall not sell, lease or dispose of any capital assets.

4.7. CAPITAL EXPENDITURES. It shall not make any material capital expenditures or capital additions or enter into any leases of capital equipment.

4.8. BORROWING AND LIENS. It shall not create or incur any indebtedness for borrowed money, mortgage, lien, charge or encumbrance of any kind except as provided for in Section 4.18 hereof or guarantee or otherwise incur any liability with respect to the obligations of any Person.

4.9. DIVIDENDS AND DISTRIBUTIONS. It shall not (a) declare or pay any dividends (whether in cash, shares of stock, or otherwise) on, or make any other distribution in respect of, any shares of its capital stock, (b) sell, issue, purchase, redeem, or acquire for value any shares of its capital stock, or any securities convertible into or exchangeable for, or options, warrants, or other rights to acquire, shares of its capital stock, other than the issuance of shares upon the exercise, conversion, or exchange in accordance with their respective terms of such convertible securities, options, warrants, and rights as are outstanding as of the date hereof, or (c) agree to do any of the foregoing.

4.10. NO DEFAULT. It shall not do any act or omit to do any act, or permit any act or omission to act, which would cause a breach of any material contract, commitment or obligation which would materially and adversely affect its business or financial condition.

4.11. PRESS RELEASE. It shall provide the other party and its authorized representatives with copies of (i) in the case of CHEMEX only, the SEC filings required to be filed by CHEMEX at least twenty-four hours prior to sending such filings to the SEC, and (ii) all press releases or reports to stockholders in advance of the issuance or distribution of such press releases or reports, provided that no press release or report concerning the Merger or related matters shall be issued or distributed by it without the prior consent of the other party, such consent not to be unreasonably withheld.

4.12. NO INVESTMENTS. It will not establish any new Subsidiary or make or commit to make any investment in any Subsidiary or other Person.

4.13. PRESERVATION OF ORGANIZATION. It shall use its best efforts to preserve its business organization intact, to keep available to the Surviving Corporation its present key officers and employees, and to preserve for the Surviving Corporation its present relationships with suppliers and customers and others having business relations with it. Except as contemplated by this Agreement, it shall not amend its certificate of incorporation or other charter documents or by-laws. It shall not (i) merge or consolidate with any other Person, (ii) acquire any stock of any Person, (iii) acquire any capital asset with a market value in excess of $20,000, or capital assets of market value aggregating in excess of $50,000, or (iv) acquire any asset other than in the ordinary course of business, whether by purchase, lease, license, or otherwise.

4.14. COMPLIANCE WITH LAWS. It shall duly comply in all material respects with all applicable laws, regulations, and orders.

4.15. ADVICE OF CHANGE. It shall promptly advise the other party in writing of any development or change in circumstances (including any litigation to which it may become a party or of which it may gain knowledge) that does or could reasonably be expected to (i) call into question the validity of this Agreement or any action taken or to be taken pursuant hereto, (ii) adversely affect the ability of the parties to consummate the transactions contemplated hereby, or (iii) have a Material Adverse Effect with respect to it.

4.16. CONSENTS OF THIRD PARTIES. It shall employ its best efforts to secure, before the Closing Date, the consent, in form and substance satisfactory to the other party and its counsel, to the consummation of the transactions contemplated by this Agreement by each party to any of its contracts, commitments, or obligations under which such transactions would constitute a default, or would accelerate, modify, or vest any rights or obligations of it or any other party thereto, or would permit cancellation or termination by any other party of any such contract, commitment, or obligation.

4.17. TRANSACTIONS WITH AFFILIATES. It shall not enter into any transaction with any Affiliate other than (a) transactions involving only the elimination of rights, claims, or other benefits of such Affiliate, with no adverse consequence to it, and (b) the payment of compensation and reimbursement of expenses in accordance with existing employment arrangements and usual past practices.

4.18. LOANS FROM CHEMEX TO ACCESS. CHEMEX shall, at the request of ACCESS at any time on or prior to the Drop Dead Date, make interest-bearing loans to ACCESS in an aggregate principal amount not to exceed $250,000 upon the terms and conditions set forth in, and as shall be evidenced by, a Convertible Promissory Note substantially in the form of Exhibit E attached hereto.

ARTICLE 5

REGISTRATION AND PROXY STATEMENT

As promptly as practicable CHEMEX shall prepare and file with the SEC, and utilize its best efforts to cause to become effective, a registration statement and proxy statement on Form S-4 (the "Registration Statement") under the Securities Act with respect to the registration of the CHEMEX stock to be issued to the ACCESS stockholders and the meeting of the stockholders of CHEMEX to be held to consider the Board of Directors recommendation to approve the Merger. ACCESS and CHEMEX shall furnish to one another all information required for the Registration Statement and each shall indemnify the other and their respective officers, directors and agents with respect to any cost or liability incurred as a result of any untrue statement of a material fact or omission to state a material fact in such information which is required to be included therein or necessary to make such information not misleading. CHEMEX represents and warrants that the Registration Statement shall comply in all material respects with the requirements of the Securities Act and shall not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statement therein, in light of circumstances under which they were made, not misleading, except with respect to information furnished by ACCESS. CHEMEX shall file the Blue Sky Filings with regard to the shares of CHEMEX Stock to be issued to ACCESS stockholders, under the "blue sky" laws of each state and other jurisdiction in which such stockholders reside.

ARTICLE 6

CONDITIONS PRECEDENT TO CHEMEX OBLIGATIONS

Each and every obligation of CHEMEX to be performed under this Agreement shall be subject to the satisfaction of the following conditions prior to or at the Closing hereunder:

6.1. REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING DATE. The representations and warranties made by ACCESS shall be true on and as of Closing hereunder as if made on that date, and ACCESS shall have delivered to CHEMEX a certificate of its President so stating.

6.2. RESOLUTIONS. ACCESS shall have delivered to CHEMEX a certified copy of the resolutions of its Board of Directors authorizing or ratifying the execution and performance of this Agreement and approving the Merger.

6.3. SHAREHOLDER APPROVAL. The stockholders of ACCESS shall have approved the Merger as required by the Texas Business Corporation Act, ACCESS's certificate of incorporation, by-laws, and any other instruments or agreements to which it is a party or is subject and bearing on such matters.

6.4. COMPLIANCE WITH AGREEMENT. ACCESS shall have performed and complied with all of the obligations under this Agreement which are to be performed or complied with by it prior to or at Closing and shall have delivered to CHEMEX a certificate of its President so stating.

6.5. OPINION OF COUNSEL FOR ACCESS. CHEMEX shall have received at Closing an opinion of Ralph L. Poucher Esq., counsel for ACCESS, dated the Closing Date, in form and substance reasonably satisfactory to CHEMEX and substantially in the form of Exhibit C-1 attached hereto.

6.6. NO LITIGATION. No suit, action or other proceeding shall be pending or threatened before any court or governmental agency in which it is sought to restrain, prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby.

6.7. CERTIFICATE OF GOOD STANDING. ACCESS shall have delivered to CHEMEX a certificate dated not more than ten days prior to the Closing date issued by the Secretary of State of the State of Texas evidencing the good standing of ACCESS in such jurisdiction.

6.8. GOVERNMENTAL CONSENTS, ETC. All necessary consents, approvals, and orders shall have been obtained from such regulators and other governmental entities as are necessary in order to permit the Merger to take place as contemplated and the business of the Surviving Corporation to be continued substantially as currently conducted.

6.9. REGISTRATION STATEMENT. The Registration Statement shall have been filed with and declared effective by the SEC and as of the Closing Date shall remain effective and shall not be subject to any stop order.

6.10. BLUE SKY FILINGS. As of the Closing Date, all of the Blue Sky Filings shall have been made and shall be in effect and not subject to any suspension, revocation, or stop order, and all such consents and approvals shall have been obtained and shall be effective and not subject to any suspension, revocation, or stop order, as may be required in order for the issuance of CHEMEX Common Stock in the Merger to be in full compliance with all applicable state securities laws and regulations and such issuance shall be legally permitted by all such laws and regulations.

6.11. DISSENTING SHARES. Holders of at least 90% of the issued and outstanding shares of ACCESS Stock shall have voted in favor of or consented to the Merger or shall have otherwise waived or failed to perfect any appraisal rights to which they may otherwise be entitled under the Texas Business Corporation Act, and the President and Secretary of ACCESS shall have delivered to CHEMEX a certificate dated as of the Closing Date to the foregoing effect.

6.12. DELIVERY OF CERTIFICATES OF MERGER. ACCESS shall have duly executed and delivered the Delaware Certificate of Merger and the Texas Articles of Merger.

6.13. NO MATERIAL CHANGE. Since the date of this Agreement there shall not have been any material damage to or loss or destruction of any of the properties or assets owned or leased by ACCESS (whether or not covered by insurance) or any Material Adverse Effect with respect to ACCESS, or the imposition of any laws, rules, or regulations that could reasonably be expected to have a Material Adverse Effect with respect to ACCESS.

6.14. FAIRNESS OPINION. On or before the date the Registration Statement is declared effective by the SEC, CHEMEX shall have received a written opinion from its Financial Adviser substantially to the effect that the terms of the Merger are fair to its stockholders, from a financial point of view; and on or as of the Closing Date, it shall have received from its Financial Adviser written confirmation of such opinion dated as of the Closing Date.

6.15. NO PAYMENTS OR SEVERANCE BENEFITS TO EMPLOYEES. The transactions contemplated hereby shall not have triggered, and shall have no remaining potential to trigger, any contractual obligation on the part of the other party to make any compensation or other payments to its officers or employees; and the other party shall have no contractual obligation to provide any severance benefits to any of its employees in connection with any termination of their employment.

6.16. PROCEEDINGS AND DOCUMENTS SATISFACTORY. All proceedings in connection with the Merger and the other transactions contemplated by this Agreement and all certificates and documents delivered to it by or on behalf of the other party pursuant to this Agreement shall be reasonably satisfactory to it and its counsel.

6.17. INCOME TAX MATTERS. CHEMEX shall have received the opinion of its tax counsel, Bingham, Dana & Gould, dated the Closing Date, in form reasonably satisfactory to it and substantially in the form of Exhibit C-3 attached hereto.

6.18. TAX MATTERS CERTIFICATE. CHEMEX shall have received from ACCESS an executed original of a certificate substantially in the form attached as an exhibit to the tax matters opinion of its tax counsel referred to in Section 6.17 hereof.

6.19. STOCKHOLDERS AGREEMENT. Dr. David F. Ranney, the principal shareholder of ACCESS, shall have executed and delivered to CHEMEX a Stockholders Agreement substantially in the form of Exhibit D attached hereto.

6.20. FINANCIAL STATEMENTS. ACCESS shall have delivered to CHEMEX copies of its audited balance sheet as of December 31, 1994 and the related statements of income, changes in stockholders' equity and cash flows for the year ended on such date, accompanied by an audit report thereon of Smith, Anglin & Co., which balance sheet and financial statements shall be reasonably satisfactory to CHEMEX.

ARTICLE 7

CONDITIONS PRECEDENT TO ACCESS OBLIGATIONS

Each and every obligation of ACCESS to be performed under this Agreement shall be subject to the satisfaction of the following conditions prior to or at the Closing hereunder:

7.1. REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING DATE. The representations and warranties made by CHEMEX shall be true on and as of Closing hereunder as if made on that date, and CHEMEX shall have delivered to ACCESS a certificate of its President or a Vice-President so stating.

7.2 AUTHORIZED STOCK. CHEMEX shall have taken all necessary actions and completed all appropriate filings, including without limitation the filing of the Charter Amendment with the Secretary of State of the State of Delaware, to increase its authorized common stock to 40,000,000 shares and it authorized preferred stock to 10,000,000 shares.

7.3. RESOLUTIONS. CHEMEX shall have delivered to ACCESS a certified copy of the resolutions of its Board of Directors authorizing or ratifying the execution and performance of this Agreement and approving the Merger.

7.4. SHAREHOLDER APPROVAL. The stockholders of CHEMEX shall have approved the Merger as required by the Delaware General Corporation Law, CHEMEX's certificate of incorporation, By-laws, and any other instruments or agreements to which it is a party or is subject and bearing on such matters.

7.5. COMPLIANCE WITH AGREEMENT. CHEMEX shall have performed and complied with all of the obligations under this Agreement which are to be performed or complied with by it prior to or at Closing and shall have delivered to ACCESS a certificate of its President or a Vice-President so stating.

7.6. OPINION OF COUNSEL FOR CHEMEX. ACCESS shall have received at Closing an opinion of Bingham, Dana & Gould, counsel for CHEMEX, dated the Closing Date, in form and substance reasonably satisfactory to ACCESS and substantially in the form of Exhibit C-2 attached hereto.

7.7. NO LITIGATION. No suit, action or other proceeding shall be pending or threatened before any court or governmental agency in which it is sought to restrain, prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby.

7.8. CERTIFICATE OF GOOD STANDING. CHEMEX shall have delivered to ACCESS a certificate dated not more than ten days prior to the Closing Date issued by the Secretary of State of the State of Delaware evidencing the good standing of CHEMEX in such jurisdiction.

7.9. GOVERNMENTAL CONSENTS, ETC. All necessary consents, approvals, and orders shall have been obtained from such regulators and other governmental entities as are necessary in order to permit the Merger to take place as contemplated and the business of the Surviving Corporation to be continued substantially as currently conducted.

7.10. REGISTRATION STATEMENT. The Registration Statement shall have been filed with and declared effective by the SEC and, as of the Closing Date, shall remain effective and shall not be subject to any stop order.

7.11. BLUE SKY FILINGS. As of the Closing Date, all of the Blue Sky Filings shall have been made and shall be in effect and not subject to any suspension, revocation, or stop order, and all such consents and approvals shall have been obtained and shall be effective and not subject to any suspension, revocation, or stop order, as may be required in order for the issuance of CHEMEX Common Stock in the Merger to be in full compliance with all applicable state securities laws and regulations and such issuance shall be legally permitted by all such laws and regulations.

7.12. DELIVERY OF CERTIFICATES OF MERGER. CHEMEX shall have duly executed and delivered the Delaware Certificate of Merger and the Texas Articles of Merger.

7.13. NO MATERIAL CHANGE. Since the date of this Agreement there shall not have been any material damage to or loss or destruction of any of the properties or assets owned or leased by CHEMEX (whether or not covered by insurance) or any Material Adverse Effect with respect to CHEMEX, or the imposition of any laws, rules, or regulations that could reasonably be expected to have a Material Adverse Effect with respect to CHEMEX.

7.14. NO PAYMENTS OR SEVERANCE BENEFITS TO EMPLOYEES. The transactions contemplated hereby shall not have triggered, and shall have no remaining potential to trigger, any contractual obligation on the part of CHEMEX to make any compensation or other payments to its officers or employees; and CHEMEX shall have no contractual obligation to provide any severance benefits to any of its employees in connection with any termination of their employment.

7.15. PROCEEDINGS AND DOCUMENTS SATISFACTORY. All proceedings in connection with the Merger and the other transactions contemplated by this Agreement and all certificates and documents delivered to it by or on behalf of the other party pursuant to this Agreement shall be reasonably satisfactory to it and its counsel.

7.16. OPINION OF TAX COUNSEL. ACCESS shall have received an opinion of its tax counsel, Robert McGuinness, Esq., dated the Closing Date, in form reasonably satisfactory to it and substantially in the form attached as Exhibit C-4 hereto.

7.17. TAX MATTERS CERTIFICATE. ACCESS shall have received from CHEMEX an executed original of a certificate substantially in the form attached as an exhibit to the tax matters opinion of its tax counsel referred to in Section 7.16 hereof.

7.18. DISSENTING SHARES. Holders of at least 90% of the issued and outstanding shares of ACCESS Stock shall have voted in favor of or consented to the Merger or shall have otherwise waived or failed to perfect any appraisal rights to which they may otherwise be entitled under Texas Business Corporation Act.

7.19. TOTAL CASH ASSETS OF CHEMEX. At the Effective Time CHEMEX shall have cash and cash equivalents of at least One Million Six Hundred Thousand Dollars ($1,600,000) minus (i) any and all prepaid premium payments made in the ordinary course of business for continuing insurance coverage, and (ii) the then outstanding principal amounts of any loans from CHEMEX to ACCESS.

ARTICLE 8

COVENANTS OF SURVIVING CORPORATION

8.1. BOARD OF DIRECTORS. The directors of the Surviving Corporation on the Closing shall be as set forth on the Delaware Certificate of Merger as filed with the Secretary of State of Delaware who shall be Herbert H. McDade, Jr., two additional members to be appointed by CHEMEX, Dr. David F. Ranney, Kerry P. Gray, and one additional member appointed by ACCESS and one member to be jointly appointed by ACCESS and CHEMEX for a total of seven members. Each of such directors shall hold office after the Closing until his or her successor is duly elected or appointed and qualified in the manner provided in the Certificate and Bylaws of the Surviving Corporation, or as otherwise provided by law. All directors of the Surviving Corporation shall be entitled to indemnification agreements with the Surviving Corporation in a form substantially the same as the indemnification agreements between CHEMEX and its directors in effect at the Effective Time. The Chairman of the Board of the Surviving Corporation on the Closing shall be Herbert H. McDade, Jr. The current directors of CHEMEX shall take all such actions as may be necessary to effect the provisions of this
Section 8.1.

8.2. OFFICERS. The officers of the Surviving Corporation on the Closing shall be as follows:

Kerry P. Gray                                 President and CEO.
Dr. David F. Ranney                           Executive Vice President
Herbert H. McDade, Jr.                        Secretary
Stephen B. Thompson                           Assistant Secretary
Justin P. Morreale                            Assistant Secretary

Such officers shall hold office after the Closing for the terms to which they were elected, subject to the provisions set forth in the Bylaws of the Surviving Corporation. The directors of CHEMEX shall take all such actions as may be necessary to effect the provisions of this Section 8.2.

8.3. ISSUANCE OF WARRANTS. Upon the achievement of the provisions outlined below the Surviving Corporation will issue up to 750,000 warrants, each exercisable for the purchase of one share of CHEMEX Common Stock with a 5 year expiration from the date of issue at an exercise price of $0.75 per share. Warrants issuable under this provision will be issued on a pro rata basis to stockholders of record of ACCESS Stock at the Effective Time. The provisions for the issuance of such warrants are as follows:

a) 350,000 warrants will be issuable upon the Surviving Corporation signing a binding MRI contrast agent development agreement which provides for guaranteed minimum payments of $3,000,000 during the initial 2 year period of the Agreement; or

b) 400,000 warrants will be issuable upon the Surviving Corporation signing a binding small molecule oncology development agreement which provides for guaranteed minimum payments of $4,000,000 during the initial 2 year period of the Agreement.

c) To qualify for the issuance of warrants under this Section 8.3 either of such development agreements must be signed within 12 months of the Closing.

ARTICLE 9

NO SURVIVAL OF REPRESENTATIONS AND WARRANTIES

The respective representations, warranties, obligations, agreements, and promises of the parties contained in this Agreement and in any schedule, certificate, or letter delivered pursuant to this Agreement, other than those that by their terms apply to the Surviving Corporation after the Effective Time of the Merger, shall terminate as of, and shall not survive, the Effective Time of the Merger.

ARTICLE 10

TAX CONSEQUENCES TO THE PARTIES

The parties understand and agree that neither of them is making any representation or warranty as to the tax consequences of this Agreement, the Merger, or the events and actions contemplated hereby. Nonetheless, the parties intend the transactions contemplated hereby to constitute a tax-free reorganization under sec. 368(a) of the Code, and agree to report these transactions as such on their respective tax returns.

ARTICLE 11

BREAK UP FEES

11.1. ACCESS FEE. In consideration for the efforts to be made by ACCESS for the accomplishment of the Merger and to induce it to carry out this Agreement, if on or before the Drop Dead Date there is announced the acquisition or merger of CHEMEX by or with any other entity or the execution and delivery by CHEMEX, without the consent of ACCESS, of any legally binding agreement relating to such a merger or acquisition, there shall be paid to ACCESS in immediately negotiable good federal funds within 30 days of the announcement of such other transaction a fee of $600,000. Such fee shall not be payable in the event of any uncured breach by ACCESS of its obligations under this Agreement.

11.2. CHEMEX FEE. In consideration for the efforts to be made by CHEMEX for the accomplishment of the Merger and to induce it to carry out this Agreement, if on or before the Drop Dead Date there is announced the acquisition or merger of ACCESS by or with any other entity or the entering into, without the prior written consent of CHEMEX of any other arrangement for the financing of the technology development of ACCESS or the execution and delivery by ACCESS, without the consent of CHEMEX of any legally binding agreement relating to such a merger or acquisition or for the financing of the technology development of ACCESS there shall be paid to CHEMEX in immediately negotiable good federal funds upon the consummation of such other transaction a fee of $600,000. Such fee shall not be payable in the event of any uncured breach by CHEMEX of its obligations under this Agreement.

ARTICLE 12

EXPENSES

Except as specifically provided in this Agreement, each of the parties hereto shall bear all of its expenses incurred in connection with the negotiation and preparation of this Agreement and the transactions contemplated hereby. All amounts, if any, payable to the Financial Adviser of either party in connection with this Agreement and the transactions contemplated hereby shall be the responsibility of such party if the Merger is not consummated; but all such amounts, if any, shall be the responsibility of the Surviving Corporation if the Merger is consummated.

ARTICLE 13

CONFIDENTIALITY

Any and all non-public information disclosed by or on behalf of either party to the other party or its representatives in connection with the negotiations and/or due diligence investigations leading to the execution of this Agreement, or in furtherance hereof, shall remain subject to the terms of the Confidentiality Agreements by and between the parties dated as of July 11, 1995 (the "Confidentiality Agreement").

ARTICLE 14

TERMINATION AND ABANDONMENT

14.1. TERMINATION. This Agreement may be terminated at any time prior to the Effective Time, whether before or after approval by the stockholders of either party:

a) by mutual consent of the Board of Directors of ACCESS and the Board of Directors of CHEMEX.

b) by either party upon written notice to the other, if all of the conditions precedent to the Closing set forth in Articles 6 and 7 of this Agreement have not been satisfied or waived on or before the Drop Dead Date.

c) By ACCESS if there has been a material breach of any covenant or agreement on the part of CHEMEX set forth in this Agreement which remains uncured for a period of 30 calendar days; and by CHEMEX, if there has been a material breach of any covenant or agreement on the part of ACCESS set forth in this Agreement which remains uncured for a period of 30 calendar days.

d) By either party if (i) any temporary restraining order, preliminary or permanent injunction, or other order issued by any court of competent jurisdiction, or other legal restraint or prohibition preventing the consummation of the Merger, shall at any time be in effect for a period of more than ten consecutive business days, or shall be in effect as of the Drop Dead Date, or (ii) any petition or request for any such injunction or other order shall be pending on or after the Drop Dead Date.

14.2. PROCEDURE AND EFFECT OF TERMINATION. Except for the provisions of Article 11 ("Break Up Fees") herein, if the Agreement is terminated as provided herein no party hereto shall have any liability or further obligation to any other party to this Agreement unless such termination is the result of a material breach of this Agreement by a party to this Agreement, including without limitation any material inaccuracy of any representation or warranty contained herein. The Confidentiality Agreement and the provisions of Article 12 ("Expenses") and Section 15.10 ("Public Statements or Releases") hereof shall survive any termination of this Agreement.

ARTICLE 15

MISCELLANEOUS

15.1. ASSIGNMENTS. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other party.

15.2. NOTICES. All notices, requests and demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand, courier, facsimile or certified or registered mail with postage prepaid:

I) If to ACCESS, to:
Kerry P. Gray
President and CEO
2600 N. Stemmons Frwy.
Suite 210
Dallas, TX 75207
FAX: 214/905-5101

with a copy to:
Ralph Poucher, Esq.
7600 E. Orchard Road
Suite 230 South
Englewood, CO 80111

II) If to CHEMEX, to:
Herbert H. McDade, Jr.

Fort Lee Executive Park One

One Executive Drive
Fort Lee, NJ 07024
FAX: 201/944-9474

with a copy to:

Justin P. Morreale, Esq.

Bingham, Dana & Gould
150 Federal Street
Boston, MA 02110

or to such other person or address as either party may furnish to the other party in writing.

15.3. GOVERNING LAW. This Agreement and the legal relations among the parties hereto shall be governed by and interpreted and construed in accordance with laws of the State of Delaware (without reference to principles of conflicts or choice of law that would cause the application of the internal laws of any other jurisdiction).

15.4. COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

15.5. HEADINGS. The headings of the Sections and Articles of this Agreement are inserted for convenience only and shall not constitute a part hereof.

15.6. ENTIRE AGREEMENT. This Agreement, including the Disclosure Schedules and other documents referred to herein which form a part hereof, embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

15.7. REPRESENTATIONS AND WARRANTIES. The respective representations and warranties of each party hereto contained herein shall not be deemed waived or otherwise affected by an investigation made by the other party hereto.

15.8. WAIVER OF COMPLIANCE. Any failure of ACCESS, on the one hand, or CHEMEX, on the other, to comply with any obligation, agreement or condition herein may be expressly waived in writing by ACCESS or CHEMEX, respectively, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

15.9. PUBLIC STATEMENTS OR RELEASES. Neither party to this Agreement shall
(a) make, issue, or release any announcement, whether to the public generally, or to employees, suppliers, or customers, with respect to this Agreement or the transactions provided for herein, or (b) prior to the filing of the Registration Statement, make any statement or acknowledgment of the existence of, or reveal the status of, this Agreement or the transactions provided for herein, without the prior consent of the other party, provided, that nothing contained in this
Section 15.10 shall prevent either party from making such public announcements as such party may consider necessary in order to satisfy such party's legal or contractual obligations, but to the extent not inconsistent with such legal and contractual obligations, each party shall provide the other party with an opportunity to review and comment on any proposed public announcement before it is made.

ARTICLE 16

CERTAIN DEFINITIONS

As used herein the following terms not otherwise defined have the following respective meanings:

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.

"Affiliated Group" means, with respect to any Person, any affiliated group (as defined in Section 1504 of the Code) of which such Person or any Subsidiary of such person is or ever has been a member (or any analogous combined, consolidated, aggregate, or unitary group defined under state, local, or foreign income Tax law).

"Affiliated Tax" means, with respect to any Person, any Tax of any Affiliated Group for which it or any Subsidiary of it is or may be liable, whether jointly or severally or otherwise.

"Blue Sky Filings" means all filings with the appropriate state securities administrators of the Registration Statement and/or such other documents as may be required under applicable blue sky laws to register or qualify the CHEMEX Common Stock to be offered and sold to ACCESS stockholders pursuant to the Merger in such states as are necessary to consummate the Merger.

"Drop Dead Date" means February 28, 1996.

"Financial Adviser," means, with regard to CHEMEX, Advisory Capital Partners.

"GAAP" means generally accepted accounting principles that are (a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, (b) applied on a basis consistent with prior periods, and (c) such that, insofar as the use of accounting principles is pertinent, a certified public accountant would be in a position to deliver an unmodified opinion as to financial statements in which such principles have been properly applied.

"Material Adverse Effect" means, with respect to either party, a material adverse effect on the condition (financial or otherwise), operations, business, assets, or its prospects, or on its ability to consummate the transactions contemplated hereby.

"Minimum Cash Assets" means $2,000,000 in cash and cash equivalents minus
(i) the transaction costs associated with this Agreement and the transactions contemplated herein including but not limited to the Merger, the preparation and filing of the Registration Statement and the Blue Sky Filings, which amount shall not exceed $100,000, (ii) any and all prepaid premium payments made in the ordinary course of business for continuing insurance coverage, and (iii) the outstanding principal amounts of any loans from CHEMEX to ACCESS.

"Person" means a corporation, an association, a partnership, an organization, a business, an individual, a government or political subdivision thereof, or a governmental agency.

"Release" has the meaning specified in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. sec.sec. 9601 et seq.

"SEC" means the United States Securities and Exchange Commission or other federal agency administering the Securities Act as of the relevant time of reference.

"Subsidiary" means, with respect to any Person, any corporation a majority (by number of votes) of the outstanding shares of any class or classes of which shall at the time be owned by such Person or by a Subsidiary of such Person, if the holders of the shares of such class or classes (a) are ordinarily, in the absence of contingencies, entitled to vote for the election of a majority of the directors (or persons performing similar functions) of the issuer thereof, even though the right so to vote has been suspended by the happening of such a contingency, or (b) are at the time entitled, as such holders, to vote for the election of a majority of the directors (or persons performing similar functions) of the issuer thereof, whether or not the right so to vote exists by reason of the happening of a contingency.

"Tax" or "Taxes" means any federal, state, local, or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, intangibles, social security, unemployment, disability, payroll, license, employee, or other tax or levy, of any kind whatsoever, including any interest, penalties, or additions to tax in respect of the foregoing.

"Tax Return" means any return, declaration, report, claim for refund, information return, or other document (including any related or supporting estimates, elections, schedules, statements, or information) filed or required to be filed in connection with the determination, assessment, or collection of any Tax or the administration of any laws, regulations, or administrative requirements relating to any Tax.

"Total Cash Assets" means the total amount of cash and cash equivalents of
CHEMEX.

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

ATTEST                                        Chemex Pharmaceuticals, Inc.

                                              by: /s/  HERBERT H. MCDADE, JR.
- ------------------------------------             ---------------------------------
                                                 Herbert H. McDade, Jr., President
[seal]
ATTEST                                        ACCESS Pharmaceuticals, Inc.

                                              by: /s/  KERRY P. GRAY
- ------------------------------------             ---------------------------------
                                                 Kerry P. Gray, President
[seal]

EXHIBIT B

ADVISORY CAPITAL PARTNERS, INC.
176 Federal Street, 5th Floor
Boston, Massachusetts 02110
Tel: (617) 261-7682 Fax: (617) 261-1529

October 3, 1995

Board of Directors
Chemex Pharmaceuticals, Inc.
One Executive Drive
Fort Lee, New Jersey 07024

Gentlemen:

As described in the Merger Agreement and Plan of Reorganization dated October 3, 1995 (the "Merger Agreement") by and between Chemex Pharmaceuticals, Inc. ("Chemex") and Access Pharmaceuticals, Inc. ("Access"), Chemex and Access have proposed to merge Access with and into Chemex by converting each share of Access common stock into 3.7744 shares of Chemex common stock (the "Proposed Transaction"). The number of Chemex shares that will be issued to Access common stockholders will be 13,750,000, subject to adjustment in certain circumstances. The terms and conditions of the Proposed Transactions are more fully set forth in the Merger Agreement.

You have requested our opinion as to the fairness, from a financial point of view, to the holders of outstanding shares of common stock of Chemex (the "Stockholders") of the Proposed Transaction.

In connection with our opinion, we have, among other things, reviewed the Merger Agreement, certain financial and other information of Chemex and Access, including certain filings with the Securities and Exchange Commission, internal analyses, reports, forecasts and other information. We have held discussions with senior management of Chemex and Access concerning current operations, financial condition and prospects of each of Chemex and Access and the companies on a combined basis. We have visited Chemex's facility in Fort Lee, New Jersey, and Access' facility in Dallas, Texas. In addition, we have conducted such other studies, analyses, inquiries and investigations, and reviewed such other factors as we deemed appropriate.

We have assumed and relied upon, without independent verification, the accuracy and completeness of all information received by us for purposes of this opinion. With respect to financial projections, we have assumed that they have been reasonably prepared on bases reflecting the best currently available information and judgments of the future financial performance of Chemex and Access. We have not made any independent valuation or appraisal of the assets or liabilities of Chemex. We have assumed that the Proposed Transactions will be treated as a tax free reorganization.

Our opinion is necessarily based upon financial, economic, market and other conditions as they exist on, and information made available to us as of, the date hereof. It should be understood that, although subsequent developments may affect this opinion, we do not have any obligation to update, revise or reaffirm this opinion. Furthermore, we express no opinion as to the price or trading range at which the Chemex stock will trade subsequent to the date of our opinion. Payment of Advisory Capital Partners' fee is not contingent upon the conclusion reported.

Based upon the foregoing, it is our opinion as investment bankers that the Proposed Transaction is fair, from a financial point of view, to the Stockholders of Chemex.

Board of Directors
Chemex Pharmaceuticals, Inc.
October 3, 1995

This letter is for the information of the Board of Directors in connection with its consideration of the Proposed Transaction and does not constitute a recommendation to any stockholder as to how such stockholder should vote on the Proposed Transaction, and may not be used for any other purpose without our prior written consent. We hereby consent, however, to the inclusion of this opinion as an exhibit to any proxy or registration statement distributed in connection with the Proposed Transactions.

Sincerely yours,

ADVISORY CAPITAL PARTNERS, INC.

By: /s/ Frank W. Haydu III

  ------------------------------------
  Frank W. Haydu III
  Managing Director

EXHIBIT C

CERTAIN PROVISIONS OF THE TEXAS BUSINESS CORPORATION ACT

5.11 Rights of Dissenting Shareholders in the Event of Certain Corporate Actions.

A. Any shareholder of a domestic corporation shall have the right to dissent from any of the following corporate actions:

(1) Any plan of merger to which the corporation is a party if shareholder approval is required by Article 5.03 or 5.16 of this Act and the shareholder holds shares of a class or series that was entitled to vote thereon as a class or otherwise;

(2) Any sale, lease, exchange or other disposition (not including any pledge, mortgage, deed of trust or trust indenture unless otherwise provided in the articles of incorporation) of all, or substantially all, the property and assets, with or without good will, of a corporation requiring the special authorization of the shareholders as provided by this Act;

(3) Any plan of exchange pursuant to Article 5.02 of this Act in which the shares of the corporation of the class or series held by the shareholder are to be acquired.

B. Notwithstanding the provisions of Section A of this Article, a shareholder shall not have the right to dissent from any plan of merger in which there is a single surviving or new domestic or foreign corporation, or from any plan of exchange, if (1) the shares held by the shareholder are part of a class shares of which are listed on a national securities exchange, or are held of record by not less than 2,000 holders, on the record date fixed to determine the shareholders entitled to vote on the plan of merger or the plan of exchange, and
(2) the shareholder is not required by the terms of the plan of merger or the plan of exchange to accept for his shares any consideration other than (a) shares of a corporation that, immediately after the effective time of the merger or exchange, will be part of a class or series of shares of which are (i) listed, or authorized for listing upon official notice of issuance, on a national securities exchange, or (ii) held of record by not less than 2,000 holders, and (b) cash in lieu of fractional shares otherwise entitled to be received.

5.12 Procedure for Dissent by Shareholders as to Said Corporate Actions.

A. Any shareholder of any domestic corporation who has the right to dissent from any of the corporate actions referred to in Article 5.11 of this Act may exercise that right to dissent only by complying with the following procedures:

(1) (a) With respect to proposed corporate action that is submitted to a vote of shareholders at a meeting, the shareholder shall file with the corporation, prior to the meeting, a written objection to the action, setting out that the shareholder's right to dissent will be exercised if the action is effective and giving the shareholder's address, to which notice thereof shall be delivered or mailed in that event. If the action is effected and the shareholder shall not have voted in favor of the action, the corporation, in the case of action other than a merger, or the surviving or new corporation (foreign or domestic) or other entity that is liable to discharge the shareholder's right of dissent, in the case of a merger, shall, within ten (10) days after the action is effected, deliver or mail to the shareholder written notice that the action has been effected, and the shareholder may within ten (10) days from the delivery or mailing of the notice, make written demand on the existing, surviving, or new corporation (foreign or domestic) or other entity, as the case may be, for payment of the fair value of the shareholder's shares. The fair value of the shares shall be the value thereof as of the day immediately preceding the meeting, excluding any appreciation or depreciation in anticipation of the proposed action. The demand shall state the number and class of the shares owned by the shareholder and the fair value of the shares as estimated by the shareholder. Any shareholder failing to make demand within the ten (10) day period shall be bound by the action.

(b) With respect to proposed corporate action that is approved pursuant to Section A of Article 9.10 of this Act, the corporation, in the case of action other than a merger, and the surviving or new corporation (foreign or domestic) or other entity that is liable to discharge the shareholder's

right of dissent, in the case of a merger, shall, within ten (10) days after the date the action is effected, mail to each shareholder of record as of the effective date of the action notice of the fact and date of the action and that the shareholder may exercise the shareholder's right to dissent from the action. The notice shall be accompanied by a copy of this Article and any articles or documents filed by the corporation with the Secretary of State to effect the action. If the shareholder shall not have consented to the taking of the action, the shareholder may, within twenty (20) days after the mailing of the notice, make written demand on the existing surviving, or new corporation (foreign or domestic) or other entity, as the case may be, for payment of the fair value of the shareholder's shares. The fair value of the shares shall be the value thereof as of the date the written consent authorizing the action was delivered to the corporation pursuant to Section A of Article 9.10 of this Act, excluding any appreciation or depreciation in anticipation of the action. The demand shall state the number and class of shares owned by the dissenting shareholder and the fair value of the shares as estimated by the shareholder. Any shareholder failing to make demand within the twenty
(20) day period shall be bound by the action.

(2) Within twenty (20) days after the receipt by the existing, surviving, or new corporation (foreign or domestic) or other entity, as the case may be, of a demand for payment made by a dissenting shareholder in accordance with Subsection (1) of this Section, the corporation (foreign or domestic) or other entity shall deliver or mail to the shareholder a written notice that shall either set out that the corporation (foreign or domestic) or other entity accepts the amount claimed in the demand and agrees to pay that amount within ninety (90) days after the date on which the action was effected, and, in the case of shares represented by certificates, upon the surrender of the certificates duly endorsed, or shall contain an estimate by the corporation (foreign or domestic) or other entity of the fair value of the shares, together with an offer to pay the amount of that estimate within ninety (90) days after the date on which the action was effected, upon the receipt of notice within sixty (60) days after that date from the shareholder that the shareholder agrees to accept that amount and, in the case of shares represented by certificates, upon the surrender of the certificates duly endorsed.

(3) If, within sixty (60) days, after the date on which the corporate action was effected, the value of the shares is agreed upon between the shareholder and the existing surviving, or new corporation (foreign or domestic) or other entity, as the case may be, payment for the shares shall be made within ninety (90) days after the date on which the action was effected and, in the case of shares represented by certificates, upon surrender of the certificates duly endorsed. Upon payment of the agreed value, the shareholder shall cease to have any interest in the shares or in the corporation.

B. If, within the period of sixty (60) days after the date on which the corporate action was effected, the shareholder and the existing, surviving, or new corporation (foreign or domestic) or other entity, as the case may be, do not so agree, then the shareholder or the corporation (foreign or domestic) or other entity may, within sixty (60) days after the expiration of the sixty (60) day period, file a petition in any court of competent jurisdiction in the county in which the principal office of the domestic corporation is located, asking for a finding and determination of the fair value of the shareholder's shares. Upon the filing of any such petition by the shareholder, service of a copy thereof shall be made upon the corporation (foreign or domestic) or other entity, which shall, within ten (10) days after service, file in the office of the clerk of the court in which the petition was filed a list containing the names and addresses of all shareholders of the domestic corporation who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the corporation (foreign or domestic) or other entity. If the petition shall be filed by the corporation (foreign or domestic) or other entity, the petition shall be accompanied by such a list. The clerk of the court shall give notice of the time and place fixed for the hearing of the petition by registered mail to the corporation (foreign or domestic) or other entity and to the shareholders named on the list at the addresses therein stated. The forms of the notices by mail shall be approved by the court. All shareholders thus notified and the corporation (foreign or domestic) or other entity shall thereafter be bound by the final judgment of the court.

C. After the hearing of the petition, the court shall determine the shareholders who have complied with the provisions of this Article and have become entitled to the valuation of and payment for their shares, and

shall appoint one or more qualified appraisers to determine that value. The appraisers shall have power to examine any of the books and records of the corporation the shares of which they are charged with the duty of valuing, and they shall make a determination of the fair value of the shares upon such investigation as to them may seem proper. The appraisers shall also afford a reasonable opportunity to the parties interested to submit to them pertinent evidence as to the value of the shares. The appraisers shall also have such power and authority as may be conferred on Masters in Chancery by the Rules of Civil Procedure or by the order of their appointment.

D. The appraisers shall determine the fair value of the shares of the shareholders adjudged by the court to be entitled to payment for their shares and shall file their report of that value in the office of the clerk of the court. Notice of the filing of the report shall be given by the clerk to the parties in interest. The report shall be subject to exception to be heard before the court both upon the law and the facts. The court shall by its judgment determine the fair value of the shares of the shareholders entitled to payment for their shares and shall direct the payment of that value by the existing, surviving, or new corporation (foreign or domestic) or other entity, together with interest thereon, beginning 91 days after the date on which the applicable corporate action from which the shareholder elected to dissent was effected to the date of such judgment, to the shareholders entitled to payment. The judgment shall be payable to the holders of uncertificated shares immediately but to the holders of shares represented by certificates only upon, and simultaneously with the surrender to the existing, surviving, or new corporation (foreign or domestic) or other entity, as the case may be, of duly endorsed certificates for those shares. Upon payment of the judgment, the dissenting shareholders shall cease to have any interest in those shares or in the corporation. The court shall allow the appraisers a reasonable fee as court costs, and all court costs shall be allotted between the parties in the manner that the court determines to be fair and equitable.

E. Shares acquired by the existing, surviving, or new corporation (foreign or domestic) or other entity, as the case may be, pursuant to the payment of the agreed value of the shares or pursuant to payment of the judgment entered for the value of the shares, as in this Article provided, shall, in the case of a merger, be treated as provided in the plan of merger and, in all other cases, may be held and disposed of by the corporation as in the case of other treasury shares.

F. The provisions of this Article shall not apply to a merger if, on the date of the filing of the articles of merger, the surviving corporation is the owner of all the outstanding shares of the other corporations, domestic or foreign, that are parties to the merger.

G. In the absence of fraud in the transaction, the remedy provided by this Article to a shareholder objecting to any corporate action referred to in Article 5.11 of this Act is the exclusive remedy for the recovery of the value of his shares or money damages to the shareholder with respect to the action. If the existing, surviving, or new corporation (foreign or domestic) or other entity, as the case may be, complies with the requirements of this Article, any shareholder who fails to comply with the requirements of this Article shall not be entitled to bring suit for the recovery of the value of his shares or money damages to the shareholder with respect to the action.

5.13 Provisions Affecting Remedies of Dissenting Shareholders.

A. Any shareholder who has demanded payment for his shares in accordance with either Article 5.12 or 5.16 of this Act shall not thereafter be entitled to vote or exercise any other rights of a shareholder except the right to receive payment for his shares pursuant to the provisions of those articles and the right to maintain an appropriate action to obtain relief on the ground that the corporate action would be or was fraudulent, and the respective shares for which payment has been demanded shall not thereafter be considered outstanding for the purposes of any subsequent vote of shareholders.

B. Upon receiving a demand for payment from any dissenting shareholder, the corporation shall make an appropriate notation thereof in its shareholder records. Within twenty (20) days after demanding payment for his shares in accordance with either Article 5.12 or 5.16 of this Act, each holder of certificates representing shares so demanding payment shall submit such certificates to the corporation for notation thereon that such demand has been made. The failure of holders of certificated shares to do so shall, at the option of the

corporation, terminate such shareholder's rights under Article 5.12 and 5.16 of this Act unless a court of competent jurisdiction for good and sufficient cause shown shall otherwise direct. If uncertificated shares for which payment has been demanded or shares represented by a certificate on which notation has been so made shall be transferred, any new certificate issued therefor shall bear similar notation together with the name of the original dissenting holder of such shares and a transferee of such shares shall acquire by such transfer no rights in the corporation other than those which the original dissenting shareholder had after making demand for payment of the fair value thereof.

C. Any shareholder who has demanded payment for his shares in accordance with either Article 5.12 or 5.16 of this Act may withdraw such demand at any time before payment for his shares or before any petition has been filed pursuant to Article 5.12 or 5.16 of this Act asking for a finding and determination of the fair value of such shares, but no such demand may be withdrawn after such payment has been made or, unless the corporation shall consent thereto, after any such petition has been filed. If, however, such demand shall be withdrawn as hereinbefore provided, or if pursuant to Section B of this Article the corporation shall terminate the shareholder's rights under Article 5.12 or 5.16 of this Act, as the case may be, or if no petition asking for a finding and determination of fair value of such shares by a court shall have been filed within the time provided in Article 5.12 or 5.16 of this Act, as the case may be, or if after the hearing of a petition filed pursuant to Article 5.12 or 5.16, the court shall determine that such shareholder is not entitled to the relief provided by those articles, then, in any such case, such shareholder and all persons claiming under him shall be conclusively presumed to have approved and ratified the corporate action from which he dissented and shall be bound thereby, the right of such shareholder to be paid the fair value of his shares shall cease, and his status as a shareholder shall be restored without prejudice to any corporate proceedings which may have been taken during the interim, and such shareholder shall be entitled to receive any dividends or other distributions made to shareholders in the interim.

EXHIBIT D

SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW

262 APPRAISAL RIGHTS. (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to sec.228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of his shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder" means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words "depository receipt" mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

(b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to sec.251, 252, 254, 257, 258, 263 or 264 of this title:

(1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or (ii) held of record by more than 2,000 stockholders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsections (f) or (g) of sec.251 of this title.

(2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to sec.sec.251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except:

a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;

b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 stockholders;

c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a. and b. of this paragraph; or

d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a., b. and c. of this paragraph.

(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under sec.253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

(c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsections (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of his shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of his shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of his shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or

(2) If the merger or consolidation was approved pursuant to sec.228 or 253 of this title, the surviving or resulting corporation, either before the effective date of the merger or consolidation or within 10 days thereafter, shall notify each of the stockholders entitled to appraisal rights to the effective date of the merger or consolidation and that appraisal rights are available for any or all of the shares of the constituent corporation, and shall include in such notice a copy of this section. The notice shall be sent by certified or registered mail, return receipt requested, addressed to the stockholder at his address as it appears on the records of the corporation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of the notice, demand in writing from the surviving or resulting corporation the appraisal of his shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of his shares.

(e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) hereof and who is otherwise entitled to appraisal rights, may file a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder shall have the right to withdraw his demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after his written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) hereof, whichever is later.

(f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the date of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder.

(h) After determining the stockholders entitled to an appraisal, the Court shall appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. In determining the fair rate of interest, the Court may consider all relevant factors, including the rate of interest which the surviving or resulting corporation would have had to pay to borrow money during the pendency of the proceeding. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may in its discretion, permit discovery or other pretrial proceedings and may proceed to trial upon the appraisal prior to the final determination of the stockholder entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted his certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that he is not entitled to appraisal rights under this section.

(i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Interest may be simple or compounded, as the Court may direct. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

(j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

(k) From and after the effective date of the merger or consolidation, no stockholder who has demanded his appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed

within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of his demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just.

(l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

EXHIBIT E

CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
CHEMEX PHARMACEUTICALS, INC.

CHEMEX PHARMACEUTICALS, INC., a corporation organized under the General Corporation Law of the State of Delaware (the "Corporation"),

DOES HEREBY CERTIFY:

FIRST: That by written consent of all of the directors of the Corporation, a resolution was duly adopted setting forth a proposed amendment of the Certificate of Incorporation of the Company, declaring such proposed amendment to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED: That it is advisable that Article V, Sections A and B of the Company's Certificate of Incorporation be amended to read in their entirety as follows; and that such Article V, Sections A and B of the Company's Certificate of Incorporation be amended to read in their entirety as follows:

A. The aggregate number of shares of common stock which the Corporation shall have authority to issue is Forty Million (40,000,000) shares with a par value of four cents ($0.04) per share.

B. The aggregate number of shares of preferred stock which the Corporation shall have authority to issue is Ten Million (10,000,000) shares with a par value of one cent ($0.01) per share in one or more series. Each series of preferred stock shall be designated by the board of directors so as to distinguish the shares thereof and the shares of all other series and classes. The board of directors may, by resolution, from time to time divide shares of the preferred stock into series and fix and determine the number of shares and the relative rights and preferences of any series so established, which relative rights and preferences may be greater or lesser than those granted to the common stock as provided herein. Notwithstanding the foregoing, all shares of preferred stock shall be identical, except as to the following relative rights and preferences, in respect of any or all of which there may be variations between different series, namely, the rate of dividends (including the date from which dividends shall be cumulative), the price at, and the terms and conditions on which, shares may be redeemed, the amounts payable on shares in the event of voluntary or involuntary liquidation or dissolution, sinking fund provisions for the redemption or purchase of shares in the event shares of any series or issue with sinking fund provisions, and the terms and conditions on which shares of any series may be converted in the event shares of any series are issued a privilege of conversion. Each share of any series of preferred stock shall be identical with all the shares of such series. The consideration for the issuance of shares may be paid in whole or in part in money and other property, tangible or intangible, or in labor or in services actually performed for the Corporation. When payment of the consideration for which shares are to be issued has been received or, when payment of the capital consideration has been received and the Corporation has received a binding obligation from the purchaser to pay the balance of the purchase price; such shares shall be deemed to be fully paid and not liable for any further call or assessment thereon.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a meeting of the stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by the General Corporation Law of the State of Delaware voted in favor of the amendment.

THIRD: That such amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of the Corporation shall not be reduced under or by reason of said amendment.

     FIFTH: That the effective date of this amendment shall be             ,
199 .

     IN WITNESS WHEREOF, Chemex Pharmaceuticals, Inc. has caused this

Certificate to be executed by Herbert H. McDade, Jr., its Chief Executive Officer, this day of , 1996.

By:

Chief Executive Officer

ATTEST:

CERTIFICATE OF MERGER
OF
ACCESS PHARMACEUTICALS, INC.
WITH AND INTO
CHEMEX PHARMACEUTICALS, INC.

The undersigned hereby certify as follows:

(1) That the respective names and states of incorporation of each of the constituent corporations to the merger hereby effected (the "Merger") are Chemex Pharmaceuticals, Inc., a Delaware corporation, and ACCESS Pharmaceuticals, Inc., a Texas corporation.

(2) An Agreement of Merger and Plan of Reorganization, dated as of October , 1995 (the "Merger Agreement"), has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations to the Merger in accordance with Title 8, Chapter 1, Section 252 of the Delaware Code.

(3) The name of the surviving corporation of the merger is Chemex Pharmaceuticals, Inc.

(4) The Certificate of Incorporation and By-laws, respectively, of Chemex Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware, as amended and in effect immediately prior to the effective time of the Merger, shall be the Certificate of Incorporation and By-laws, respectively, of the surviving corporation, except that Article I of the Certificate of Incorporation is hereby amended to change the name of the surviving corporation to ACCESS Pharmaceuticals, Inc.

(5) A copy of the executed Merger Agreement is on file at the principal place of business of the surviving corporation and its address is:

2600 North Stemmons Freeway
Suite 210
Dallas, Texas 75207

(6) A copy of the Merger Agreement will be furnished on request and without cost to any stockholder of either of the constituent corporations.

(7) The respective officers and directors of the surviving corporation shall be as follows:

Officers:
President and Chief Executive Officer         Kerry P. Gray
Executive Vice President                      Dr. David F. Ranney
Secretary                                     Herbert H. McDade, Jr.
Assistant Secretary                           Stephen B. Thompson
Assistant Secretary                           Justin P. Morreale

Directors:

Class 1

Class 2
Dr. David F. Ranney
Elizabeth M. Greetham

Class 3

Kerry P. Gray
Herbert H. McDade, Jr.
J. Michael Flinn

Each to hold office until his or her successor is duly elected or appointed and qualified in the manner provided for in the Certificate of Incorporation and By-laws of the surviving corporation.

(8) The authorized capital stock of ACCESS Pharmaceuticals, Inc., a corporation organized under the laws of the State of Texas, consists of 10,000,000 shares of common stock, $0.01 par value per share and 1,000,000 shares of preferred stock, par value $0.10 per share.

(9) This Certificate of Merger shall become effective upon the later of (i) the filing thereof with the Secretary of State of the State of Delaware or (ii) the filing of Articles of Merger with the Secretary of State of the State of Texas.

Executed on               , 1996.
Chemex Pharmaceuticals, Inc.                     Access Pharmaceuticals, Inc.
By:                                              By:
- ---------------------------------------------    ---------------------------------------------
Name: Herbert H. McDade, Jr.                     Name: Kerry P. Gray
Title:  Chief Executive Officer                  Title:  President

ATTEST:                                          ATTEST:
By:                                              By:
- ---------------------------------------------    ---------------------------------------------
Name:                                            Name:
Title:                                           Title:

EXHIBIT F

CHEMEX PHARMACEUTICALS, INC.

1995 STOCK OPTION PLAN

1. DEFINITIONS. As used in this 1995 Stock Option Plan of Chemex Pharmaceuticals, Inc., the following terms shall have the following meanings:

Award means the grant or sale pursuant to the Plan of any Option or SAR.

Code means the Internal Revenue Code of 1986, as amended.

Committee means a committee comprised of two or more Directors of the Company, appointed by the Board of Directors of the Company, responsible for the administration of the Plan, as provided in Section 4.

Company means Chemex Pharmaceuticals, Inc., a Delaware corporation.

Grant Date means the date on which an Option or SAR is granted, as specified in Section 7 or Section 10.

Incentive Option means an Option that satisfies the requirements of Section 422 of the Code.

Market Value means the closing bid price, if available, or otherwise the mean between the high and low sale prices of Common Stock on the stock exchange or market on which Common Stock is primarily traded on the date as of which such value is being determined or, if there shall be no bid or sale on that date, the fair market value for a share of the Stock on such date shall be as determined by the Committee.

Nonstatutory Option means an Option that will not be treated as an Incentive Option.

Option means an option to purchase shares of the Stock granted under the Plan, which shall be either an Incentive Option, Nonstatutory Option or Stock Appreciation Right.

Option Agreement means an agreement between the Company and an Optionee, setting forth the terms and conditions of an Option.

Optionee means a person eligible to receive an Option, as provided in
Section 6 or Section 10, to whom an Option shall have been granted under the Plan.

Participant means any person to whom an Award shall have been granted.

Person means any individual, corporation, partnership or other person or entity, together with its "Affiliates" and "Associates" (as defined in Rule 12b-2 under the Securities Exchange Act of 1934).

Plan means this 1995 Stock Option Plan of the Company, as amended.

Stock means the Common Stock, $.04 par value per share, of the Company.

Stock Appreciation Right means the right, pursuant to an Award granted under Section 11 below, to surrender to the Company all (or a portion) of an Option in exchange for an amount equal to the difference between (i) the Market Value, as of the date such Option (or such portion thereof) is surrendered, of the shares of Stock covered by such Option (or such portion thereof) and (ii) the aggregate exercise price of such Option (or such portion thereof).

2. PURPOSE. The Plan is intended to encourage ownership of the Stock by employees, consultants and directors of the Company and its subsidiaries and is intended to provide additional incentive for them to promote the success of the Company's business. The Plan is intended to be an incentive stock option plan within the meaning of Section 422 of the Code, but not all Options granted hereunder are required to be or to remain Incentive Options.

3. TERM OF THE PLAN. Options under the Plan may be granted on or after September 14, 1995 but not later than September 14, 2005.

4. ADMINISTRATION. The Plan shall be administered by the Committee. No member of the Committee shall have received an Option during service on the Committee or during the one-year period preceding such service, other than an Option received pursuant to Section 10. Subject to the provisions of the Plan, the Committee shall have complete authority, in its discretion, to make the following determinations with respect to each Option to be granted by the Company to any employee of the Company or a subsidiary: (a) whether the Option will be an Incentive Option, Nonstatutory Option or Stock Appreciation Right;
(b) the person to receive the Option; (c) the time of granting the Option; (d) the number of shares subject to the Option; (e) the option price; (f) the vesting period (if any) applicable to, and the term of, any Option; (g) the restrictions (if any) to be imposed upon transfer of shares of the Stock purchased by the Optionee upon the exercise of the Option; and (h) whether and under what circumstances an Option may be settled in cash or Stock. The Committee shall have complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine the terms and provisions of the respective option agreements (which need not be identical), and to make all other determinations necessary or advisable for the administration of the Plan. The Committee's determination on the matters referred to in this Section 4 shall be conclusive.

5. STOCK SUBJECT TO THE PLAN. The Plan covers 2,000,000 shares of Stock, subject, however, to the provisions of Section 17. The number of shares purchased pursuant to the exercise of Options granted under the Plan and the number of shares subject to outstanding Options granted under the Plan shall be charged against the shares covered by the Plan; but shares subject to Options which terminated without being exercised shall not be so charged. Shares to be issued upon the exercise of Options granted under the Plan may be either authorized but unissued shares or shares held by the Company in its treasury. If any Option expires or terminates for any reason without having been exercised in full, the shares not purchased thereunder shall again be available for Options thereafter to be granted.

6. ELIGIBILITY. An Incentive Option may be granted only to an employee of the Company or one or more of its subsidiaries. A Nonstatutory Option or Stock Appreciation Right may be granted to any person designated by the Committee. Any person who, within the meaning of Section 422(b)(6) of the Code, is deemed to own stock possessing more than 10% of the total combined voting power of all classes of stock of the Company (or of a parent or subsidiary corporation thereof) shall be eligible to receive an Incentive Option only if the option price of such Incentive Option is at least 110% of the Market Value as of the Grant Date and the term of such Incentive Option is not more than five years.

7. TIME OF GRANTING OPTIONS. Subject to the provisions of the Plan, the granting of Options shall take place at the time specified by the Committee.

8. OPTION PRICE. Subject to the provisions of the Plan, the option price shall be determined by the Committee, but the option price for each Incentive Option shall be the Market Value on the Grant Date.

9. MAXIMUM SIZE OF OPTIONS. The aggregate Market Value of Stock for which Incentive Options become exercisable by an Optionee for the first time in any calendar year shall not exceed $100,000. To the extent that such aggregate Market Value exceeds $100,000, those Options intended to be Incentive Options shall be treated as Nonstatutory Options. For purposes of this Section 9, all Incentive Options granted to an Optionee by the Company shall be considered in the order in which they were granted, and the Market Value shall be determined as of each Grant Date. The maximum number of Options which may be granted in any fiscal year to any one individual is 500,000.

10. FORMULA AWARDS.

10.1. AUTOMATIC GRANTS. On each date that a Non-Employee Director (as defined below) is reelected to the Board of Directors by the stockholders of the Company, such Non-Employee Director shall receive a Nonstatutory Option for the purchase of 20,000 shares of Stock. On the date that a Non- Employee Director is initially elected or appointed by the Board of Directors such Non-Employee Director shall receive a Nonstatutory Option to purchase 30,000 shares of Stock.

10.2. TERM AND VESTING. Each Option granted under Section 10.1 shall expire at the earlier of (i) 90 days after such Non-Employee Director no longer serves as a director of the Company or (ii) the

end of ten years and one day after the Grant Date. Each Option shall be fully exercisable six (6) months after the Grant Date.

10.3. NON-EMPLOYEE DIRECTOR. For purposes of the grant of Options hereunder upon appointment, election or reelection to the Board of Directors, "Non-Employee Director" shall mean a member of the Board of Directors who is not an employee of the Company on the date of such election or reelection, as applicable.

11. STOCK APPRECIATION RIGHTS.

11.1. PROVISION FOR GRANT. Stock Appreciation Rights may be granted in conjunction with all or part of any Option granted under the Plan. In the case of a Nonstatutory Option, such rights may be granted either at or after the time of the grant of such Option. In the case of an Incentive Option, such rights may be granted only at the time of the grant of such Option.

11.2. TERMINATION. A Stock Appreciation right or applicable portion thereof granted with respect to a given Option shall terminate and no longer be exercisable upon the termination or exercise of the related Stock Option, except that, unless otherwise determined by the Committee at the time of grant, a Stock Appreciation Right granted with respect to less than the full number of shares covered by a related Option shall not be reduced until the number of shares covered by an exercise or termination of the related Option exceeds the number of shares not covered by the Stock Appreciation Right.

11.3. MANNER AND EFFECT OF EXERCISE. A stock Appreciation Right may be exercised by an Optionee, in accordance with Section 11.4, by surrendering the applicable portion of the related Option. Upon such exercise and surrender, the Optionee shall be entitled to receive an amount determined in the manner prescribed in Section 11.4. Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent the related Stock Appreciation Right has been exercised.

11.4. OTHER TERMS AND CONDITIONS. Stock Appreciation Rights granted under the Plan shall be subject to the following terms and conditions, and shall contain such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem appropriate:

(a) EXERCISABILITY. Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the Options to which they relate, if any, shall be exercisable in accordance with the provision of the Plan; provided, however, that a Stock Appreciation Right granted subsequent to the grant of the related Option shall not be exercisable during the first six months of its term; and provided, further, however, that a Stock Appreciation Right granted in connection with an Incentive Option may be exercised only if and when the market price of the Stock subject to the Incentive Option exceeds the exercise price of such Stock Option.

(b) AMOUNT PAYABLE. Upon the exercise of a Stock Appreciation Right, an Optionee shall be entitled to receive up to, but not more than, an amount in cash or shares of Stock equal in value to the excess of the Market Value of one share of Stock over the option price per share specified in the related Option, multiplied by the number of shares in respect of which the Stock Appreciation Right shall have been exercised. The Committee shall determine the form of payment.

(c) TRANSFERABILITY. Stock Appreciation Rights shall be transferable only when and to the extent that the underlying Option would be transferable under the Plan.

12. EXERCISE OF OPTION. In order to exercise an Option, the Optionee shall give written notice of exercise to the Chief Financial Officer of the Company. The Optionee shall enclose a personal check equal to the option price or shares of Stock with a Market Value on the purchase date at least equal to the option price. The Company shall deliver or cause to be delivered to the Optionee a certificate for the number of shares then being purchased by him. If any law or applicable regulation of the Securities and Exchange Commission or other body having jurisdiction in the premises shall require the Company or the Optionee to take any action in connection with shares being purchased upon exercise of the Option, exercise of the Option and delivery of the certificate or certificates for such shares shall be postponed until completion of the necessary action. Each

outstanding Option shall be reduced by one share for each share of the Stock purchased upon exercise of the option.

13. PURCHASE FOR INVESTMENT. Unless the shares to be issued upon exercise of an Option have been effectively registered under the Securities Act of 1933 as now in force or hereafter amended, the Company shall be under no obligation to issue any shares covered by any Option unless the person who exercises the Option, in whole or in part, shall give a written representation to the Company, satisfactory in form and substance to its counsel and upon which the Company may reasonably rely, that he or she is acquiring such shares as an investment and not with a view to, or for sale in connection with, the distribution of any such shares. Each certificate representing a share of Stock issued pursuant to the exercise of an Option may bear a reference to any investment representation made in accordance with this Section 13 and to the fact that no registration statement has been filed with the Securities and Exchange Commission in respect to that Stock.

14. WITHHOLDING; NOTICE OF DISPOSITION OF STOCK PRIOR TO EXPIRATION OF SPECIFIED HOLDING PERIOD.

14.1. Whenever shares are to be issued upon exercise of an Option, the Company shall have the right to require the Optionee to remit to the Company an amount sufficient to satisfy federal, state, local or other withholding tax requirements (whether so required to secure for the Company an otherwise available tax deduction or otherwise) if and to the extent required by law prior to the delivery of any certificate or certificates for such shares.

14.2. The Company may require as a condition to the issuance of shares covered by any Incentive Option that the person exercising the Option give a written representation to the Company, satisfactory in form and substance to its counsel and upon which the Company may reasonably rely, that he or she will report to the Company any disposition of those shares prior to the expiration of the holding periods specified by Section 422(a)(1) of the Code. If and to the extent that the disposition imposes upon the Company federal, state, local or other withholding tax requirements, or any such withholding is required to secure for the Company an otherwise available tax deduction, the Company shall have the right to require that the person making the disposition remit to the Company an amount sufficient to satisfy those requirements.

15. TRANSFERABILITY OF OPTIONS. Options shall not be transferable, otherwise than by will or the laws of descent and distribution, and may be exercised during the life of the Optionee only by the Optionee; provided, however, the Committee may grant Options that are transferable, without payment of consideration, to immediate family members of the Optionee or to trusts or partnerships for such family members. The Committee may also amend outstanding Options to provide for such transferability.

16. REORGANIZATION OF THE COMPANY. Notwithstanding any provisions of this Plan to the contrary, including those with respect to vesting contained herein, Options herein granted may be exercised (in the manner set forth herein) for the full number of shares covered upon the occurrence of any of the following events subsequent to the effective date of this Plan (other than pursuant to the currently contemplated merger of the Company and Access Pharmaceuticals, Inc.):

(a) any Person or Persons acting as a group, become(s) after the date of this Agreement the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of voting shares (or shares convertible into voting shares) representing 25% or more of the Company's then outstanding voting shares (or shares convertible into voting shares); or

(b) there shall be a sale of all, or substantially all, of the Company's assets, or the Company shall merge or consolidate with another corporation and the stockholders of the Company immediately prior to such transaction do not own, immediately after such transaction, stock of the purchasing or surviving corporation in this transaction (or of the parent corporation of the purchasing or surviving corporation) possessing more than 50% of the voting power (for the election of Directors) of the outstanding stock of that corporation, which ownership shall be measured without regard to any stock of the purchasing, surviving or parent corporation owned by the stockholders of the Company before the transaction;

provided, however, the provisions of this Section which would otherwise be applicable, shall not apply to a merger or consolidation which does not change any voting securityholder's percentage ownership of the

outstanding voting stock in any successor to the Company from the percentage of such stock beneficially owned by such holder in the Company prior to such merger or consolidation, and shall not apply to a transfer of all or substantially all of the assets of the Company to a wholly-owned subsidiary of the Company.

17. ADJUSTMENT OF NUMBER OF SHARES. In the event of any stock dividend payable in the Stock or any split-up or contraction in the number of shares of the Stock occurring after the date of the agreement and prior to the exercise in full of the Option, the number of shares for which the Option may thereafter be exercised shall be proportionately adjusted. In case of any reclassification or change of outstanding shares of the Stock, shares of stock or other securities equivalent in kind and value to those shares which a holder would have received if he or she had held the full number of shares of the Stock subject to the Option immediately prior to such reclassification or change and had continued to hold those shares (together with all other shares, stock and securities thereafter issued in respect thereof) to the time of exercise of the Option shall thereupon be subject to the Option. Subject to the provisions of Section 16, in case of any consolidation or merger of the Company with or into another company or in case of any sale or conveyance to another company or entity of the property of the Company as a whole, the Option shall terminate and, to the extent that the value of the shares of stock, other securities or cash which a stockholder is entitled to receive for one share of Stock in connection with such transaction exceeds the option price of the Option, the Optionee shall be entitled to receive either cash or shares of stock or other securities equivalent in kind to the cash or those shares which a holder would have received if he or she had exercised the Option in full (to the extent then exercisable) and held the total number of shares of the Stock subject to such Option immediately prior to such consolidation, merger, sale or conveyance and with a value equal to such excess amount multiplied by the number of shares he or she would have received if he or she so exercised the Option at such time. Subject to the provisions of Section 16, upon dissolution or liquidation of the Company, the Option shall terminate, but the Optionee (if at the time in the employ of the Company or any of its subsidiaries) shall have the right, immediately prior to such dissolution or liquidation, to exercise the Option to the full extent not theretofore exercised. No fraction of a share shall be purchasable or deliverable, but in the event any adjustment of the number of shares covered by the Option shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares. In the event of changes in the outstanding Common Stock by reason of any stock dividend, split-up, contraction, reclassification, or change of outstanding shares of the Stock of the nature contemplated by this Section 17, the number of shares of the Stock available for the purpose of the Plan as stated in Section 5 shall be correspondingly adjusted.

18. LIMITATION OF RIGHTS IN OPTION STOCK. The Optionee shall have no rights as a stockholder in respect of shares as to which his or her Option shall not have been exercised, certificates issued and delivered and payment as herein provided made in full, and shall have no rights with respect to such shares not expressly conferred by this Plan.

19. STOCK RESERVED. The Company shall at all times during the term of the Options reserve and keep available such number of shares of the Stock as will be sufficient to satisfy the requirements of this Plan and shall pay all other fees and expenses necessarily incurred by the Company in connection therewith.

20. PURCHASE FOR INVESTMENT. The Optionee shall make such representations with respect to investment intent and the method of disposal of optioned shares as the Board of Directors of the Company may deem advisable in order to assure compliance with applicable securities laws.

21. TERMINATION AND AMENDMENT OF PLAN. The Board of Directors of the Company may at any time terminate the Plan or make such modifications of the Plan as it shall deem advisable, provided, however, that, if required by applicable law with respect to a certain modification, the Board shall seek the approval of such modification by the holders of a majority of the outstanding Stock present or represented and entitled to vote at a meeting of the stockholders of the Company, and further provided, that the Board of Directors of the Company may not amend the Plan more than once in any six (6) month period so as to modify Section 10, except that the Board of Directors may make an amendment to Section 10 to comport with changes in the Code, the Employee Retirement Income Security Act of 1974, as amended, or the rules and regulations under either such statute. No termination or amendment of the Plan may, without the consent of the Optionee to whom any Option shall theretofore have been granted, adversely affect the rights of that Optionee under that Option.