Exhibit 10.5(a)

                               AMENDMENT AGREEMENT

       AMENDMENT AGREEMENT, dated as of August 20, 2001, by and between ALPHARx,
INC.,  a  Delaware   corporation  (the  "Company"),   and  Sai  Ming  Wong  (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 3.1.1 and 3.1.2 of the Employment  Agreement is hereby deleted
       in its entirety and the following  new Section 3.1 is hereby  inserted in
       lieu thereof.


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

                     (xvi)  commencing  July 1, 2000,  and ending  December  31,
                            2000, a Base Salary at the rate of $12,000 per year;

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

                     (xviii)commencing  July 1, 2001,  and ending  December  31,
                            2001, a Base Salary at the rate of $72,000 per year;

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                     (xix)  commencing  January 1, 2002, and ending December 31,
                            2002, a Base Salary at the rate of $96,000 per year;
                            and

                     (xx)   commencing  January 1, 2003, and ending December 31,
                            2003,  a Base  Salary  at the rate of  $120,000  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/ Sai Ming Wong
    ------------------------------
             Sai Ming Wong

                                       2
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                                   SIGNATURES:

       Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

DATED: December 28, 2001

                                               ALPHARx, INC.

                                              By:    /S/ Michael M. Lee
                                                   -----------------------------
                                                   Michael M. Lee, President

                                              Directors:


                                                     /S/ Michael M. Lee
                                                   -----------------------------
                                                   Michael M. Lee, Director


                                                     /S/ Sai Ming Wong
                                                   -----------------------------
                                                   Sai Ming Wong, Director


                                                     /S/ Joseph Schwarz
                                                   -----------------------------
                                                   Joseph Schwarz, Director


                                                     /S/ Sandro Persia
                                                   -----------------------------
                                                   Sandro Persia, Director