Exhibit 10.2(a)

                               AMENDMENT AGREEMENT

     AMENDMENT  AGREEMENT,  dated as of August 20, 2001, by and between ALPHARX,
INC.,  a  Delaware  corporation  (the  "Company"),   and  Michael  M.  Lee  (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.


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

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

          (ii) commencing  January 1, 2001,  and ending  June 30,  2001,  a Base
               Salary at the rate of $36,000 per year;

         (iii) commencing  July 1, 2001,  and ending  December  31, 2001, a Base
               Salary at the rate of $200,000 per year;

                                       1

<PAGE>


          (iv) commencing  January 1, 2002, and ending December 31, 2002, a Base
               Salary at the rate of $240,000 per year; and

           (v) commencing  January 1, 2003 and ending  December  31, 2003 a Base
               Salary at the rate of $280,000 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/ Michael M. Lee
    ------------------------
    Michael M. Lee

                                       2