Exhibit 10.3(a)

                               AMENDMENT AGREEMENT

     AMENDMENT  AGREEMENT,  dated as of August 20, 2001, by and between ALPHARx,
INC.,  a  Delaware   corporation  (the  "Company"),   and  Joseph  Schwarz  (the
"Executive").

                                    RECITALS

     The Company and the Executive are parties to an Employment Agreement, dated
July 1,  2000  (the  "Employment  Agreement"),  and have  agreed  to  amend  the
Employment  Agreement  to extend  the term of the  Employment  Agreement  and to
increase the Executive's compensation thereunder.  Capitalized terms used herein
shall have the meanings set forth in the Employment  Agreement  unless otherwise
defined herein.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
herein set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1. Section 1 of the Employment  Agreement is hereby deleted in its entirety
     and the following new Section 1is hereby inserted in lieu thereof:

          1. Employment and Term. Company hereby employs Executive and Executive
          hereby accepts  employment for a term commencing on July 1st, 2000 and
          continuing  until  December  31, 2003,  unless  sooner  terminated  as
          provided for in this Agreement.

     2. Section 3.1 and 3.2 of the Employment Agreement is hereby deleted in its
     entirety  and the  following  new  Section  3.1 is hereby  inserted in lieu
     thereof.


          3.2 The Company  shall pay the  Executive an annual Base Salary ("Base
          Salary") as follows:

          (vi)   commencing July 1, 2000,  and ending December  31, 2000, a Base
                 Salary at the rate of $24,000 per year;

          (vii)  commencing January 1, 2001, and ending  June 30,  2001,  a Base
                 Salary at the rate of $96,000 per year;

          (viii) commencing  July 1, 2001, and ending  December 31, 2001, a Base
                 Salary at the rate of $120,000 per year;

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          (ix)   commencing  January  1, 2002, and ending  December  31, 2002, a
                 Base Salary at the rate of $160,000 per year; and

          (x)    commencing  January 1, 2003, and  ending  December 31,  2003, a
                 Base Salary at the rate of $200,000 per year.

     The Executive's  Base Salary shall be paid at such times and in such manner
as is  consistent  with the  Company's  prevailing  payroll  practices for other
senior executives of the Company.

     3. Except as otherwise amended by this Amendment Agreement,  the Employment
     Agreement  shall  remain in full force and effect,  and the Company and the
     Executive  each  hereby  reaffirm  each  of  their  respective  agreements,
     covenants and obligations set forth therein.

     IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  Amendment
Agreement as of the date above written.

ALPHARX INC.

By: /s/ Sandro Persia                      By: /s/ Michael M. Lee
    --------------------------                 ---------------------------
    Sandro Persia                              Michael M. Lee
    Secretary                                  Chairman/CEO


EXECUTIVE

By: /s/ Joseph Schwarz
    -------------------------
    Joseph Schwarz

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