Exhibit 10.1

                                  ALPHARX, INC.
                             2000 STOCK OPTION PLAN

1. Purposes.

     The  ALPHARX,  INC.  2000 STOCK  OPTION  PLAN (the  "Plan") is  intended to
provide the employees,  directors,  independent  contractors  and consultants of
AlphaRx, Inc. (the "Company") with an added incentive to continue their services
to the  Company and to induce them to exert  their  maximum  efforts  toward the
Company's  success.  By  thus  encouraging  employees,  directors,   independent
contractors and consultants and promoting their continued  association  with the
Company,  the Plan may be expected to benefit the Company and its  Shareholders.
The Plan  allows the  Company to grant  Incentive  Stock  options  ("ISOs")  (as
defined in Section 422(b) of the Internal  Revenue Code of 1986, as amended [the
"Code"]),  Non-Qualified  Stock Options  ("NQSOs") not intended to qualify under
Section  422(b)  of the  Code,  Stock  Appreciation  Rights  ("SARs")  and Stock
Depreciation Rights ("SDRs") (collectively the "Options").

2. Shares Subject to the Plan.

     The total number of shares of Common Stock of the Company,  $.001 par value
per share (the "Common Stock"), that may be subject to Options granted under the
Plan shall be 800,000 in the  aggregate,  subject to  adjustment  as provided in
Paragraph 8 of the Plan; however,  the grant of any NQSO to an employee together
with a tandem SAR or SDR shall only require one share of Common Stock  available
subject to the Plan to satisfy such joint Option. The Company shall at all times
while the Plan is in force reserve such number of shares of Common Stock as will
be sufficient to satisfy the  requirement of outstanding  Options  granted under
the Plan.  In the event  any  Option  granted  under  the Plan  shall  expire or
terminate for any reason  without  having been  exercised in full or shall cease
for any reason to be  exercisable in whole or in part,  the  unpurchased  shares
subject thereto shall again be available for granting of Options under the Plan.

3. Eligibility.

     ISO's  may be  granted  from  time to time  under  the  Plan to one or more
employees of the Company or of a "subsidiary" or "parent" of the Company, as the
quoted  terms are  defined  within  Section  424 of the Code.  An  Officer is an
employee for the above purposes.  Options, other than ISO's, may be granted from
time to time under the Plan to one or more  employees of the Company,  Officers,
members of the Board of  Directors,  independent  contractors,  consultants  and
other  individuals  who are not employees of, but are involved in the continuing
development  and success of the Company  and/or of a subsidiary  of the Company,
including persons who have previously been granted Options under the Plan.

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4. Administration of the Plan.

     (a) The Plan shall be administered by the Board of Directors of the Company
as such  Board of  Directors  may be  composed  from  time to time or by a Stock
Option  Committee  (the  "Committee")  comprised  of at least two  disinterested
persons  (the term  "disinterested"  having the  meaning  ascribed to it by Rule
16b-3 of the Securities Exchange Act of 1934 [the "1934 Act"]) appointed by such
Board of Directors of the Company.  As and to the extent authorized by the Board
of Directors of the Company,  the Committee may exercise the power and authority
vested  in the Board of  Directors  under the  Plan.  Within  the  limits of the
express  provisions of the Plan, the Board of Directors or Committee  shall have
the authority, in its discretion,  to determine the individuals to whom, and the
time or times at which,  options shall be granted, the character of such Options
(whether  ISO,  NQSO  and/or SAR or SDR in tandem with a NQSO) and the number of
shares of Common Stock to be subject to each option,  and to interpret the Plan,
to prescribe,  amend and rescind rules and regulations  relating to the Plan, to
determine the terms and provisions of Option agreements that may be entered into
in  connection  with  Options  (which  need not be  identical),  subject  to the
limitation  that agreements  granting ISOs must be consistent with  requirements
for the ISOs being qualified as "incentive stock options" as provided in Section
422 of the Code, and to make all other determinations and take all other actions
necessary  or  advisable  for the  administration  of the Plan.  In making  such
determinations,  the Board of Directors  may take into account the nature of the
services rendered by such individuals, their present and potential contributions
to the Company's success,  and such other factors as the Board of Directors,  in
its discretion,  shall deem relevant. The Board of Directors'  determinations on
the matters referred to in this paragraph shall be conclusive.

     (b)  Notwithstanding   anything  contained  herein  to  the  contrary,  the
Committee  shall have the exclusive right to grant Options to persons subject to
Section 16 of the 1934 Act and set forth the terms and conditions thereof.  With
respect to persons subject to Section 16 of the 1934 Act, transactions under the
Plan are intended to comply with all applicable conditions of Rule 16b-3 for its
successors under the 1934 Act. To the extent any provision of the Plan or action
by the Board of Directors or  Committee  fails to so comply,  it shall be deemed
null and void, to the extent  permitted by law and deemed advisable by the Board
of Directors.

5. Terms of Options.

     Within the limits of the express  provisions of the Plan,  the Board or the
Committee  may grant  either  ISOs or NQSOs or SARs  and/or  SDRs in tandem with
NQSOs.  An ISO or an NQSO enables the optionee to purchase from the Company,  at
any time during a specified  exercise  period,  a specified  number of shares of
Common Stock at a specified price (the "Option Price"). The optionee, if granted
a SAR in tandem with a NQSO, may receive from the Company, in lieu of exercising
his  option to  purchase  shares  pursuant  to his NQSO,  at one of the  certain
specified  times during the  exercise  period of the NQSO as set by the Board or
the  Committee,  the  excess of the fair  market  value upon such  exercise  (as
determined in accordance with subparagraph (b) of this Paragraph 5) of one share
of Common  Stock over the  Option  Price per share  specified

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upon grant of the  NQSO/SAR  multiplied  by the number of shares of Common Stock
covered by the SAR so exercised. The optionee, if qranted a SDR in tandem with a
NQSO, may receive from the Company at such date after the optionee's exercise of
the NQSO with which the SDR is in tandem and the SDR itself, which date shall be
determined by the Board or the Committee in its sole  discretion,  the excess of
the fair market value of one share of Common Stock upon the optionee's  exercise
of the NQSO with  which the SDR is in tandem  over the  greater  of the (i) fair
market  value on the date six months and one day after the exercise of such NQSO
and (ii) the option price paid on the exercise thereof, multiplied by the number
of shares of Common Stock  covered by the NQSO/SDR so  exercised.  The character
and terms of each Option granted under the Plan shall be determined by the Board
of  Directors  consistent  with  the  provisions  of  the  Plan,  including  the
following:

     (a) An Option  granted under the Plan must be granted  within 10 years from
the  date  the  Plan  is  adopted,  or the  date  the  Plan is  approved  by the
Shareholders of the Company, whichever is earlier.

     (b) The  Option  Price of the  shares of Common  Stock  subject to each ISO
shall not be less than the fair market  value of such shares of Common  Stock at
the time such ISO is granted.  Such fair market value shall be determined by the
Board of  Directors  and, if the shares of Common Stock are listed on a national
securities  exchange or traded on the  over-the-counter  market, the fair market
value shall be the closing  price on such  exchange,  or the mean of the closing
bid and asked  prices of the  shares  of  Common  Stock on the  over-the-counter
market, as reported by the National  Association of Securities Dealers Automated
Quotation System (NASDAQ),  the National  Association of Securities  Dealers OTC
Bulletin Board or the National  Quotation  Bureau,  Inc., as the case may be, on
the day on which the Option is granted  or, if there is no closing  price or bid
or asked  price on that day,  the  closing  price or mean of the closing bid and
asked  prices on the most  recent day  preceding  the day on which the Option is
granted  for which  such  prices  are  available.  If an ISO is  granted  to any
individual who,  immediately before the ISO is to be granted,  owns (directly or
through  attribution)  more than 10% of the total  combined  voting power of all
classes  of  capital  stock of the  Company  or a  subsidiary  or  parent of the
Company,  the  Option  Price of the shares of Common  Stock  subject to such ISO
shall not be less than 110% of the fair market  value per share of the shares of
Common Stock at the time such ISO is granted.

     (c) The Option Price of the shares of Common Stock  subject to an NQSO or a
SAR  or  SDR in  tandem  with a NQSO  granted  pursuant  to the  Plan  shall  be
determined by the Board of Directors or the Committee, in its sole discretion.

     (d) In no event shall any Option  granted under the Plan have an expiration
date later than 10 years from the date of its  grant,  and all  Options  granted
under the Plan shall be subject to earlier  termination as expressly provided in
Paragraph  6 hereof.  If an ISO is granted to any  individual  who,  immediately
before the ISO is granted,  owns (directly or through attribution) more that 10%
of the total  combined  voting  power of all  classes  of  capital  stock of the
Company or of a subsidiary or parent of the Company, such ISO shall

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by its terms expire and shall not be  exercisable  after the  expiration of five
(5) years from the date of its grant.

     (e) An SAR may be exercised at any time after six months of the date of the
grant thereof during the exercise period of the NQSO with which it is granted in
tandem and prior to the exercise of such NQSO,  but only within the specified 10
business day period  referred to in subsection  (e)(3) of Rule 16b-3 of the 1934
Act (generally,  the 10 business days  immediately  following the publication of
the Company's quarterly financial  information).  The exercise of an SAR granted
in tandem with an NQSO shall be deemed to cancel  such number of shares  subject
to the  unexercised  Option as were subject to the exercised  SAR. An SDR may be
exercised at any time prior to the expiration date of the NQSO granted in tandem
with the SDR and after 6 months from the  exercise of the NQSO granted in tandem
with the SDR. The Board or the Committee has  discretion to determine and impose
conditions  on SDRs such as  setting  the time of payment at the date six months
and one day following  the date of exercise,  the date of the sale of the Common
Stock  received  upon the  exercise of the NQSO which was granted in tandem with
the SDR,  or some  other  date (but not later  than the  expiration  date of the
option),  and  reducing  the  amount of the  distribution  to take into  account
appreciation in the fair market value of the  aforementioned  Common Stock prior
to the  payment of the  distribution.  The Board or the  Committee  also has the
discretion to alter the terms of the SDRs if necessary to comply with Federal or
state  securities  law.  Amounts to be paid by the Company in connection with an
SAR or SDR may, in the Board's or the Committee's  discretion,  be made in cash,
Common Stock or a combination  thereof. An NQSO granted in tandem with an SAR or
SDR may not be exercised within six months of the grant thereof.

     (f) Unless  otherwise  provided in any Option  agreement under the Plan, an
Option granted under the Plan shall become exercisable,  in whole at any time or
in part from time to time,  but in no case may an Option (i) be  exercised as to
less than one  hundred  (100)  shares of  Common  Stock at any one time,  or the
remaining  shares of Common Stock covered by the Option if less than one hundred
(100),  and (ii) become fully  exercisable more than five years from the date of
its grant nor shall less than 20% of the Option become exercisable in any of the
first five years of the Option.

     (g) An Option  granted under the Plan shall be exercised by the delivery by
the holder  thereof to the Company at its principal  office (to the attention of
the  Secretary)  of written  notice of the number of full shares of Common Stock
with respect to which the Option is being  exercised,  accompanied by payment in
full, in cash or by certified check payable to the order of the Company,  of the
Option  Price of such  shares of Common  Stock,  or,  at the  discretion  of the
Committee or the Board,  by the delivery of shares of Common Stock having a fair
market value equal to the Option Price (provided, in order to qualify as an ISO,
more than one year shall have  passed  since the date of grant and one year from
the date of  exercise),  or at the option of the  Committee  or the Board,  by a
combination of cash and such shares (subject to the  restriction  above) held by
the employee  that have a fair market value  together  with such cash that shall
equal the Option  Price,  and, in the case of a NQSO,  at the  discretion of the
Committee  or Board by having  the  Company  withhold  from the shares of Common
Stock to be issued upon

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exercise of the Option that number of shares having a fair market value equal to
the exercise price and/or the tax withholding  amount due, otherwise provide for
withholding as set forth in Paragraph  9(c) hereof,  or in the event an employee
is granted a NQSO in tandem with an SAR and/or SDR and desires to exercise  such
SAR or SDR, such written notice shall so state such intention.

     (h) The holder of an Option shall have none of the rights of a  Shareholder
with respect to the shares of Common Stock covered by such holder's Option until
such shares of Common  Stock shall be issued to such holder upon the exercise of
the Option.

     (i) An ISO granted  under the Plan and any NQSO granted under the Plan with
an exercise price below the fair market value at the date of grant or other NQSO
which the Board or  Committee  so  designates  at the time of grant shall not be
transferable otherwise than by will or the laws of descent and distribution, and
any ISO  granted  under the Plan may be  exercised  during the  lifetime  of the
holder  thereof only by the holder.  No Option  granted  under the Plan shall be
subject to execution, attachment or other process.

     (j) The aggregate  fair market value,  determined as of the time any ISO is
granted and in the manner provided for by subparagraph  (b) of this Paragraph 5,
of the shares of Common Stock with respect to which ISOs granted  under the Plan
are  exercisable for the first time during any calendar year and under incentive
stock  options  qualifying  as such in  accordance  with Section 422 of the Code
granted under any other Incentive Stock Option plan maintained by the Company or
its parent or subsidiary  corporations,  shall not exceed $100,000. Any grant of
Options in excess of such amount shall be deemed a grant of a NQSO.

6. Death or Termination of Employment.

     (a) If the  employment  of a  holder  of an ISO  under  the  Plan  shall be
terminated  voluntarily  by the employee or for cause,  such  holder's ISO shall
expire  thirty  (30) days  after  such  termination.  If such  employment  shall
terminate for any reason other than death, voluntary termination by the employee
or for cause, then such ISO may be exercised at any time within three (3) months
after such  termination,  subject to the provisions of subparagraph  (f) of this
Paragraph 6. For the purposes of this  subparagraph  (a), the  retirement  of an
individual  either  pursuant  to a pension  or  retirement  plan  adopted by the
Company or at the normal  retirement  date  prescribed  from time to time by the
Company  shall be deemed to be a  termination  of such  individual's  employment
other than voluntarily by the employee or for cause.

     (b) If the holder of an ISO under the Plan dies (i) while  employed  by the
Company or a subsidiary  or parent  corporation  or (ii) within three (3) months
after the termination of such holder's  employment other than voluntarily by the
employee or for cause,  such ISO may,  subject to the provisions of subparagraph
(f) of this  Paragraph  6, be  exercised by a legatee or legatees of such Option
under   such   individual's   last  will  or  by  such   individual's   personal
representatives   or  distributees  at  any  time  within  one  year  after  the
individual's death.

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     (c) If the  holder of an ISO under the Plan  becomes  disabled  within  the
definition  of section  22(e)(3) of the Code while  employed by the Company or a
subsidiary or parent  corporation,  such ISO may,  subject to the  provisions of
subparagraph  (f) of this  Paragraph 6, be exercised at any time within one year
after such holder's termination of employment due to the disability.

     (d) An ISO may not be exercised  pursuant to this Paragraph 6 except to the
extent  that  the  holder  was  entitled  to  exercise  the  ISO at the  time of
termination of employment or death,  and in any event may not be exercised after
the original expiration date of the ISO.

7. Leave of Absence.

     For the  purposes  of the Plan,  an  individual  who is on military or sick
leave or other bona fide leave of absence  (such as temporary  employment by the
Government)  shall be considered as remaining in the employ of the Company or of
a subsidiary or parent corporation for ninety (90) days or such longer period as
such  individual's  right to reemployment is guaranteed  either by statute or by
contract.

8. Adjustment Upon Changes in Capitalization.

     (a) In the event that the outstanding  shares of Common Stock are hereafter
changed  by  reason  of  recapitalization,   reclassification,  stock  split-up,
combination  or  exchange  of  shares of  Common  Stock or the  like,  or by the
issuance  of  dividends  payable  in  shares  of Common  Stock,  an  appropriate
adjustment  shall be made by the Board of Directors,  as determined by the Board
of Directors,  in the aggregate number of shares of Common Stock available under
the Plan,  in the number of shares of Common  Stock  issuable  upon  exercise of
outstanding  Options,  and the  Option  Price  per  share.  In the  event of any
consolidation  or merger of the Company  with or into  another  company,  or the
conveyance of all or  substantially  all of the assets of the Company to another
company, each then outstanding Option shall upon exercise thereafter entitle the
holder  thereof to such number of shares of Common Stock or other  securities or
property to which a holder of shares of Common  Stock of the Company  would have
been entitled to upon such consolidation,  merger or conveyance; and in any such
case  appropriate  adjustment,  as  determined  by the Board of Directors of the
Company (or  successor  entity) shall be made as set forth above with respect to
any future changes in the capitalization of the Company or its successor entity.
In the event of the proposed  dissolution  or  liquidation  of the Company,  all
outstanding  Options  under  the  Plan  will  automatically  terminate,   unless
otherwise  provided by the Board of Directors  of the Company or any  authorized
committee thereof. Notwithstanding anything contained herein to the contrary, no
adjustment in the aggregate number of shares of Common Stock available under the
Plan (irrespective of any adjustments required in the number of shares of Common
Stock issuable upon exercise of outstanding  Options) or in the Option Price per
share,  provided the Option Price in any option  agreement issued under the Plan
is the initial  public  offering price of the Company's  Common Stock,  shall be
required,  except as otherwise  provided in any Option Agreement  evidencing the
Options, in the event of a stock split or

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other  re-capitalization  of the  Company,  as  described  above,  prior  to the
consummation of an initial public offering by the Company.

     (b) Any  adjustment  in the number of shares of Common  Stock  shall  apply
proportionately  to  only  the  unexercised   portion  of  the  Options  granted
hereunder.  If  fractions  of shares of Common  Stock would result from any such
adjustment,  the  adjustment  shall be revised to the next lower whole number of
shares of Common Stock.

9. Further Conditions of Exercise.

     (a) Unless the shares of Common  Stock  issuable  upon the  exercise  of an
Option  under the Plan have been  registered  with the  Securities  and Exchange
Commission  pursuant to the  Securities  Act of 1933,  as amended,  prior to the
exercise  of the  Option,  the  notice of  exercise  shall be  accompanied  by a
representation  or  agreement  of the  individual  exercising  the Option to the
Company to the effect that such shares of Common  Stock are being  acquired  for
investment  and not with a view to the  resale or  distribution  thereof or such
other documentation as may be required by the Company,  unless in the opinion of
counsel to the Company such  representation,  agreement or  documentation is not
necessary to comply with said Act.

     (b) The  Company  shall not be  obligated  to deliver  any shares of Common
Stock  until  they have been  listed on each  securities  exchange  on which the
shares of Common Stock may then be listed or until there has been  qualification
under or compliance with such state or federal laws, rules or regulations as the
Company may deem applicable.  The Company shall use reasonable efforts to obtain
such listing, qualification and compliance.

     (c) The Board or Committee may make such  provisions and take such steps as
it may deem necessary or appropriate  for the  withholding of any taxes that the
Company is  required by any law or  regulation  of any  governmental  authority,
whether federal,  state or local, domestic or foreign, to withhold in connection
with  the  exercise  of any  Option,  including,  but not  limited  to,  (i) the
withholding  of payment of all or any portion of such  Option  and/or SAR and/or
SDR until the holder  reimburses  the  Company  for the  amount  the  Company is
required to withhold with respect to such taxes,  or (ii) the  cancelling of any
number of shares of Common Stock  issuable  upon  exercise of such Option and/or
SAR and/or SDR in an amount  sufficient  to reimburse the Company for the amount
it is required to so withhold,  (iii) the selling of any  property  contingently
credited by the Company for the purpose of exercising  such Option,  in order to
withhold or reimburse  the Company for the amount it is required to so withhold,
or (iv) withholding the amount due from such employee's wages if the employee is
employed by the Company or any subsidiary thereof.

10. Termination, Modification and Amendment.

     The Plan  (but  not  Options  previously  granted  under  the  Plan)  shall
terminate  ten (10) years from the  earliest of the date of its  adoption by the
Board of Directors,  or the date the Plan is approved by the Shareholders of the
Company,  or such date of

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termination,  as  hereinafter  provided,  and no Option  shall be granted  after
termination of the Plan.

     The Plan may from time to time be  terminated,  modified  or amended by the
affirmative  vote of the  holders of a  majority  of the  outstanding  shares of
capital stock of the Company entitled to vote thereon.

     The Board of  Directors  of the Company may at any time,  prior to ten (10)
years from the earlier of the date of the  adoption of the Plan by such Board of
Directors or the date the Plan is approved by the  Shareholders,  terminate  the
Plan or from time to time make such  modifications  or amendments of the Plan as
it may deem advisable; provided, however, that the Board of Directors shall not,
without  approval  by the  affirmative  vote of the holders of a majority of the
outstanding  shares of capital  stock of the Company  entitled to vote  thereon,
increase  (except as provided by  Paragraph  8) the maximum  number of shares of
Common  Stock as to which  Options  may be  granted  under the Plan,  materially
change the standards of  eligibility  under the Plan or materially  increase the
benefits which may accrue to  participants  under the Plan. Any amendment to the
Plan which,  in the opinion of counsel to the Company,  will be deemed to result
in the  adoption  of a new Plan,  will not be  effective  until  approved by the
affirmative  vote of the  holders of a  majority  of the  outstanding  shares of
capital stock of the Company entitled to vote thereon.

     No termination,  modification or amendment of the Plan may adversely affect
the rights under any outstanding Option without the consent of the individual to
whom such Option shall have been previously granted.

11. Effective Date of the Plan.

     The Plan shall become  effective upon adoption by the Board of Directors of
the Company.  The Plan shall be subject to approval by the  affirmative  vote of
the  holders of a majority  of the  outstanding  shares of capital  stock of the
Company entitled to vote thereon within one year before or after adoption of the
Plan by the Board of Directors.

12. Not a Contract of Employment.

     Nothing contained in the Plan or in any option agreement  executed pursuant
hereto shall be deemed to confer upon any individual to whom an Option is or may
be granted  hereunder  any right to remain in the employ of the  Company or of a
subsidiary  or  parent  of the  Company  or in any way  limit  the  right of the
Company,  or of any parent or subsidiary thereof, to terminate the employment of
any employee.

13. Other Compensation Plans.

The adoption of the Plan shall not affect any other stock option plan, incentive
plan or any other  compensation plan in effect for the employees of the Company,
nor shall the Plan  preclude  the Company  from  establishing  any other form of
stock option plan,  incentive plan or any other  compensation plan for employees
of the Company.

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