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                                CERTIFICATION OF
                             CHIEF FINANCIAL OFFICER


I, Cornel C. Spiegler, certify that:

1.         I have reviewed this quarterly report on Form 10-Q/A for the three
           months ended March 31, 2004 of Impax Laboratories, Inc.

2.         Based on my knowledge, this quarterly report does not contain any
           untrue statement of a material fact, or omit to state a material fact
           necessary to make the statements made, in light of the circumstances
           under which such statements were made, not misleading, with respect
           to the period covered by this quarterly report.

3.         Based on my knowledge, the financial statements, and other financial
           information included in this quarterly report, fairly present, in all
           material respects, the financial condition, results of operations,
           and cash flows of the registrant as of, and for, the periods
           presented in this quarterly report.

4.         The registrant's other certifying officers and I are responsible for
           establishing and maintaining disclosure controls and procedures (as
           defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant,
           and we have:

                  a)  designed such disclosure controls and procedures to ensure
                      that material information relating to the registrant,
                      including its consolidated subsidiaries, is made known to
                      us by others within those entities, particularly during
                      the period in which this quarterly report is being
                      prepared;

                  b)  (intentionally omitted)

                  c)  evaluated the effectiveness of the registrant's disclosure
                      controls and procedures; and presented in this quarterly
                      report our conclusions about the effectiveness of the
                      disclosure controls and procedures based on our
                      evaluation;

                  d)  disclosed in this report any change in the registrant's
                      internal control over financial reporting that occurred
                      during the registrant's most recent fiscal quarter (the
                      registrant's fourth fiscal quarter in the case of an
                      annual report) that has materially affected, or is
                      reasonably likely to materially affect, the registrant's
                      internal control over financial reporting, and;

5.         The registrant's other certifying officers and I have disclosed,
           based on our most recent evaluation, to the registrant's auditors and
           the Audit Committee of registrant's Board of Directors (or persons
           performing the equivalent function):

                  a)  all significant deficiencies in the design or operation of
                      internal controls which could adversely affect the
                      registrant's ability to record, process, summarize, and
                      report financial data, and have identified for the
                      registrant's auditors any material weaknesses in internal
                      controls; and

                  b)  any fraud, whether or not material, that involves
                      management or other employees who have a significant role
                      in the registrant's internal controls.




                                                    /s/ Cornel C. Spiegler
                                                    --------------------------
                                                        Cornel C. Spiegler
                                                      Chief Financial Officer


                                                         November 15, 2004
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