Exhibit 3.1(a)

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  ALPHARX, INC.

     The  undersigned,  the President of AlphaRx,  Inc., a Delaware  corporation
(the  "Corporation"),  does hereby  execute the  following  Amended and Restated
Certificate of Incorporation pursuant to Sections 242(b) and 245 of the Delaware
General Corporation Law:

     1. The name of the Corporation is AlphaRx, Inc.

     2. The  Corporation  was originally  incorporated  under the name of "Logic
Tech  International  Inc." and the original  Certificate of Incorporation of the
Corporation  was filed in the Office of the  Secretary  of State of  Delaware on
August 8, 1997.

     3. The  Certificate of  Incorporation  of the Corporation is hereby amended
and restated to read in its entirety as follows:

          "FIRST. The name of the corporation is AlphaRx, Inc.

          SECOND.  The  registered  office  of the  corporation  in the State of
     Delaware is to be located at 1013 Centre Road,  in the City of  Wilmington,
     County of New Castle,  19805,  and its registered  agent at such address is
     CORPORATE AGENTS, INC.

          THIRD. The purpose or purposes of the corporation  shall be: To engage
     in any lawful act or activity for which corporations may be organized under
     the General Corporation Law of Delaware.

          FOURTH.  The total number of shares of stock which this corporation is
     authorized to issue is one hundred million  (100,000,000) shares with a par
     value of one hundredth of one cent ($.0001) per share.

          FIFTH. The name and mailing address of the incorporator is as follows:

                 Kathleen Crowley
                 Corporate Agents, Inc.
                 1013 Centre Road
                 Wilmington, DE 19605

          SIXTH. The Board of Directors shall have the power to adopt,  amend or
     repeal the by-laws."

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     4. The four  million  nine  hundred and eight  thousand  eight  hundred and
thirty-three  (4,908,833)  shares  of common  stock,  $.001  par  value,  of the
Corporation  presently  issued and outstanding are hereby  converted and changed
into an aggregate of forty-nine million eighty- eight thousand three hundred and
thirty  (49,088,330)  issued and  outstanding  shares of the new class of common
stock,  $.0001 par  value,  of the  Corporation  at the rate of 10 new shares of
$.0001 par value for each outstanding share of $.001 par value.

     5. The  foregoing  amendment to the  Certificate  of  Incorporation  of the
Corporation  was  adopted  by vote of the  Board of  Directors  and the  written
consent of the holders of a majority  of the  outstanding  capital  stock of the
Corporation  in  accordance  with  Sect ions  228,  242 and 245 of the  Delaware
General  Corporation  Law.  Prompt  notice  thereof  has  been  given  to  those
stockholders  who have not so consented in writing,  in accordance  with Section
228 of the Delaware General Corporation Law.

     IN  WITNESS  WHEREOF,  I have  hereunto  set my hand this 20th day of July,
2000.

                                                  /s/ Michael M. Lee
                                                  ------------------------------
                                                  Michael M. Lee
                                                  President

Attest: /s/ Sandro Persia
        ------------------------------
        Sandro Persia
        Secretary

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