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| |  |  | CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

I, Marcel Urbanc, chief financial
officer of AlphaRx, (Registrant)
certify that:

1.    
          I have reviewed this Annual Report on Form 10-KSB (Report) of
          AlphaRx, Inc.;

2.    
          Based on my knowledge, this annual 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 annual report;

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

4.    
          I am responsible for establishing and maintaining disclosure controls and
          procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
          Registrant and 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 me by others within those entities, particularly
          during the period in which this annual Report is being prepared;

b)    
          Evaluated the effectiveness of the Registrants disclosure controls and
          procedures as of a date within 90 days prior to the filing date of this annual
          report (the "Evaluation Date") and

c)    
          presented in this annual report my conclusions about the effectiveness of the
          disclosure controls and procedures based on my evaluation as of the Evaluation Date;

5.    
          I have disclosed, based on my most recent evaluation, to the Registrants
          auditors and the audit committee of Registrants board of directors (or
          persons performing the equivalent functions):

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; and

6.    
          I have indicated in this annual report whether there were significant changes in internal
          controls or in other factors that could significantly affect internal controls subsequent to the date
          of my most recent evaluation, including any corrective actions with regard to significant
          deficiencies and material weaknesses.

Date: January 26, 2004

/s/ Marcel Urbanc

Marcel Urbanc, Chief Financial Officer