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WARRANT TO PURCHASE COMMON STOCK


EXHIBIT 4(III)

THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED,  OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD,  OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION  STATEMENT IN
EFFECT WITH RESPECT TO THE WARRANT  UNDER SUCH ACT AND  APPLICABLE  LAWS OR SOME
OTHER  EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF SUCH ACT AND APPLICABLE
LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.

NO. W  -  A -___                         Warrant for _____________ Common Stock
                                                  (subject to adjustment)


                                  ALPHARX, INC.
                        WARRANT TO PURCHASE COMMON STOCK

      This certifies  that, for value  received,  __________________________,  a
___________ organized and existing under the laws of the State of _____________,
and having an address of  __________________________,  or its registered assigns
(the holder or any  registered  assign  thereof  being a "Holder")  is entitled,
subject to the terms set forth below, to purchase from ALPHARX,  INC. a Delaware
corporation  having an address of 200-168  Konrad  Crescent,  Markham,  Ontario,
Canada L3R9T9 (the "Company"),  the number of shares of Common Stock, as defined
below,  appearing above,  upon surrender  hereof, at the principal office of the
Company  referred to below,  with the  subscription  form  attached  hereto duly
executed, and simultaneous payment therefor in lawful money of the United States
or  otherwise as  hereinafter  provided,  at the Exercise  Price as set forth in
Section 3 below.  The term  "Warrant" as used herein shall include this Warrant,
and any warrants  delivered in substitution  or exchange  herefor or therefor as
provided herein.  As more  particularly  set forth in that certain  Subscription
Agreement,  dated June __, 2004, (the  "Subscription  Agreement") by and between
the Company and the  undersigned  Holder,  this Warrant was issued to the Holder
for the consideration set forth in the Subscription Agreement.

      On or about  the date  hereof  the  Company  has or may enter  into  other
agreements  similar to the Subscription  Agreement and pursuant thereto issue to
other  persons  warrants that are similar to this Warrant (this Warrant and such
other warrants are hereinafter collectively, the "Warrants").

      1. TERM OF WARRANT.  Subject to the terms and conditions set forth herein,
this Warrant  shall be  exercisable,  in whole or in part, at any time after its
issuance on this the ______ day of June,  2004 (the  "Warrant  Issue  Date") and
before its  expiration  at 5:00 p.m. New York,  New York time, on the third year
anniversary of the Warrant Issue Date.


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WARRANT TO PURCHASE COMMON STOCK

<PAGE>


      2.  NUMBER  OF  SHARES  FOR  WHICH  EXERCISABLE.  This  Warrant  shall  be
exercisable at any time for the number of shares Common Stock appearing above at
the Exercise  Price in effect at such time;  provided  that the number of Common
Stock shall be appropriately adjusted from time to time to reflect any exercises
of this Warrant and such further  adjustments as are required  pursuant to other
provisions of this Warrant. For purposes hereof, "Common Stock" means any common
stock or equivalent  units  authorized under the Certificate of Incorporation or
other governing instruments of the Company including any securities subsequently
issued in any merger, recapitalization or other transaction in exchange for such
securities.

      3.  EXERCISE  PRICE.  The price per  share of Common  Stock at which  this
Warrant may be exercised (the "Exercise Price") shall be equal to U.S. $0.30 and
shall be payable in cash or other immediately available funds.

      4. EXERCISE OF WARRANT.

            (a) The purchase rights  represented by this Warrant are exercisable
by the Holder in whole or in part, at any time, or from time to time, during the
term hereof as  described in Section 1 above,  by the  surrender of this Warrant
and the Notice of Exercise  annexed hereto duly completed and executed on behalf
of the Holder,  at the office of the Company (or such other  office or agency of
the  Company  as it may  designate  by notice in  writing  to the  Holder at the
address of the Holder  appearing on the books of the Company),  upon payment (i)
in cash or wire transfer of  immediately  available  funds to the Company of the
Exercise  Price,  (ii) by  cancellation  by the Holder of  indebtedness or other
obligations  of the Company to the Holder,  or (iii) by a combination of (i) and
(ii), of the purchase price of the shares to be purchased.

            (b) This Warrant shall be deemed to have been exercised  immediately
prior to the close of  business  on the date of its  surrender  for  exercise as
provided  above,  and the person  entitled to receive the Common Stock  issuable
upon such exercise  shall be treated for all purposes as the holder of record of
such  Common  Stock as of the close of  business  on such date.  As  promptly as
practicable  on or  after  such  date and in any  event  within  ten  (10)  days
thereafter,  the Company at its expense shall issue and deliver to the person or
persons  entitled  to receive the same a  certificate  or  certificates  for the
number of shares of Common Stock issuable upon such exercise.  In the event that
this Warrant is  exercised in part,  the Company at its expense will execute and
deliver a new Warrant of like tenor  exercisable for the number of Common Shares
for which this Warrant may then be exercised.

      5. OWNERSHIP CAP AND EXERCISE RESTRICTIONS.

            (a)  Notwithstanding  any provision of this Warrant to the contrary,
at no time may the Holder,  or any subsequent  holder,  of this Warrant exercise
this  Warrant  if the  number of shares of Common  Stock to be issued  upon such
exercise  would result,  when  aggregated  with all other shares of Common Stock
owned by the Holder at such time,  in the Holder  owning  more than 4.99% of the
outstanding Common Stock at the time of the exercise,  provided,  however,  that
upon the Holder  providing  the  Company  with  sixty-one  (61) days notice (the
"Waiver  Notice")  that the  Holder  intends to waive the  requirements  of this
Section  5(a) in regard to any or all of the Common  Stock to be issued upon the
exercise of the  Warrant,  then this  Section 5(a) shall have no force or effect
with regard to any Common Stock  referenced  in Waiver  Notice.  This  provision
shall expire  sixty-one  (61) days prior to the expiration of this Warrant under
Section 1.

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WARRANT TO PURCHASE COMMON STOCK


                                       2
<PAGE>


            (b) The Holder may not exercise  this Warrant in whole or in part to
the extent such  exercise  would  result in the Holder  beneficially  owning (as
determined in accordance  with Section 13(d) of the  Securities  Exchange Act of
1934 and the rules  promulgated  thereunder)  more than 9.99% of the then issued
and  outstanding  Common Stock,  including  any Common Stock,  issuable upon the
exercise of this Warrant after the application of this Section 5(b).

      6.  NO  FRACTIONAL   SHARES  OR  SCRIP.  No  fractional  shares  or  scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  In lieu of any fractional share to which the Holder would otherwise be
entitled,  the Company  shall make a cash payment equal to the fair market value
of such fractional share.

      7. REPLACEMENT OF WARRANT. On receipt of evidence reasonably  satisfactory
to the Company of the loss,  theft,  destruction  or  mutilation of this Warrant
and, in the case of loss,  theft or  destruction,  on  delivery of an  indemnity
agreement  reasonably  satisfactory  in form and substance to the Company or, in
the case of  mutilation,  on surrender and  cancellation  of this  Warrant,  the
Company at its expense shall execute and deliver, in lieu of this Warrant, a new
warrant of like tenor and amount.

      8.  RIGHTS OF  STOCKHOLDERS.  The Holder  shall not be entitled to vote or
receive  dividends  or be  deemed  the  holder  of  Common  Stock  or any  other
securities  of the  Company  that may at any time be  issuable  on the  exercise
hereof for any  purpose,  nor shall  anything  contained  herein be construed to
confer  upon the  Holder,  as such,  any of the rights of a  shareholder  of the
Company or any right to vote for the  election of  directors  or upon any matter
submitted to shareholders at any meeting thereof, or to give or withhold consent
to  any  corporate  action  (whether  upon  any  recapitalization,  issuance  of
securities,  reclassification  of securities,  change of par value, or change of
securities to no par value, consolidation,  merger, conveyance, or otherwise) or
to receive notice of meetings, or to receive dividends or subscription rights or
otherwise until the Warrant shall have been exercised as provided herein.

      9. TRANSFER OF WARRANT.

            (A) WARRANT  REGISTER.  The Company  will  maintain a register  (the
"Warrant Register") containing the names and addresses of the Holder or Holders.
Any Holder of this Warrant or any portion  thereof may change his or her address
as shown on the  Warrant  Register by written  notice to the Company  requesting
such  change.  Any notice or written  communication  required or permitted to be
given to the Holder may be delivered or given by mail to such Holder as shown on
the Warrant  Register and at the address  shown on the Warrant  Register.  Until
this Warrant is transferred on the Warrant Register of the Company,  the Company
may treat the Holder as shown on the Warrant  Register as the absolute  owner of
this Warrant for all purposes, notwithstanding any notice to the contrary.


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                                       3
<PAGE>

            (B) WARRANT AGENT. The Company may, by written notice to the Holder,
appoint an agent for the purpose of maintaining the Warrant Register referred to
in Section  9(a)  above,  issuing  the  Common  Stock or other  securities  then
issuable upon the exercise of this Warrant,  exchanging this Warrant,  replacing
this Warrant, or any or all of the foregoing. Thereafter, any such registration,
issuance,  exchange,  or  replacement,  as the case may be, shall be made at the
office of such agent.

            (C)  TRANSFERABILITY AND  NONNEGOTIABILITY OF WARRANT.  This Warrant
may not be transferred or assigned in whole or in part without  compliance  with
all  applicable  federal and state  securities  laws by the  transferor  and the
transferee  (including  the delivery of  investment  representation  letters and
legal opinions reasonably  satisfactory to the Company, if such are requested by
the  Company).  Subject  to the  provisions  of this  Warrant  with  respect  to
compliance  with the  Securities  Act of 1933, as amended (the "Act"),  title to
this Warrant may be  transferred  by  endorsement  (by the Holder  executing the
Assignment  Form annexed hereto) and delivery in the same manner as a negotiable
instrument transferable by endorsement and delivery.

            (D)  EXCHANGE  OF WARRANT  UPON A  TRANSFER.  On  surrender  of this
Warrant for exchange,  properly  endorsed on the Assignment  Form and subject to
the provisions of this Warrant with respect to compliance  with the Act and with
the  limitations on assignments  and transfers  contained in this Section 8, the
Company  at its  expense  shall  issue to or on the  order  of the  Holder a new
warrant or warrants  of like  tenor,  in the name of the Holder or as the Holder
(on payment by the Holder of any applicable  transfer taxes) may direct, for the
number of shares issuable upon exercise hereof.

            (E) COMPLIANCE WITH SECURITIES LAWS.

                  (i)  The  Holder  of  this  Warrant,   by  acceptance  hereof,
acknowledges  that this Warrant and the Common Stock to be issued upon  exercise
hereof are being  acquired  solely for the  Holder's  own  account  and not as a
nominee for any other party;  and for  investment,  and that the Holder will not
offer,  sell or  otherwise  dispose of this  Warrant  or any Common  Stock to be
issued upon exercise hereof except under circumstances that will not result in a
violation  of the  Act or any  state  securities  laws.  Upon  exercise  of this
Warrant, the Holder shall, if requested by the Company, confirm in writing, in a
form  satisfactory to the Company,  that the Common Stock so purchased are being
acquired  solely for the Holder's own account and not as a nominee for any other
party, for investment, and not with a view toward distribution or resale.

                  (ii) This Warrant and all Common  Stock  issued upon  exercise
hereof  unless  registered  under the Act shall be stamped or  imprinted  with a
legend in  substantially  the following form (in addition to any legend required
by state securities laws):

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WARRANT TO PURCHASE COMMON STOCK


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<PAGE>


            THE SECURITIES  REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT
            AND HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS
            AMENDED,  OR ANY APPLICABLE  STATE  SECURITIES LAWS. SUCH SECURITIES
            AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR
            TRANSFERRED  IN THE  ABSENCE OF SUCH  REGISTRATION  OR AN  EXEMPTION
            THEREFROM UNDER SAID ACT AND APPLICABLE LAWS.

      10.  RESERVATION OF STOCK. The Company covenants that during the term this
Warrant is  exercisable,  the  Company  will  reserve  from its  authorized  and
unissued  Common Stock a sufficient  number of shares of Common Stock to provide
for the  issuance of all shares of Common  Stock  issuable  upon the exercise in
full of this Warrant and,  from time to time,  will take all steps  necessary to
amend its operating  agreement (or any other governing  documents of the Company
that may be in effect from time to time) to provide for  sufficient  reserves of
shares of Common Stock then issuable  upon exercise in full of the Warrant.  The
Company  further  covenants  that all Common  Stock  issued upon the exercise of
rights represented by this Warrant in accordance with its terms will be duly and
validly issued, fully paid,  non-assessable,  and free from all taxes, liens and
charges  in  respect of the issue  thereof  (other  than taxes in respect of any
transfer occurring contemporaneously or otherwise specified herein). The Company
agrees that its issuance of this Warrant shall  constitute full authority to its
officers  and  agents  who  are  charged  with  the  duty  of  executing   stock
certificates or other evidence of equity interests of the Company to execute and
issue the necessary  certificates or other instruments for Common Stock upon any
exercise of this Warrant.

      11. NOTICES.

            (a) Whenever the Exercise  Price or number of shares of Common Stock
purchasable  hereunder  shall be  adjusted  pursuant  to Section 13 hereof,  the
Company shall issue a certificate  signed by its Chief Financial Officer (or the
equivalent  officer of the Company)  setting forth,  in reasonable  detail,  the
event  requiring the  adjustment,  the amount of the  adjustment,  the method by
which such adjustment was  calculated,  and the Exercise Price and the number of
shares of Common Stock issuable or issued thereunder after giving effect to such
adjustment,  and  shall  cause a copy  of  such  certificate  to be  mailed  (by
first-class mail, postage prepaid) to the Holder of this Warrant.

            (b) In case:

                  (i) the  Company  shall  take a record of the  holders  of its
Common Stock (or  securities  at the time  receivable  upon the exercise of this
Warrant)  for the purpose of  entitling  them to receive  any  dividend or other
distribution,  or any right to subscribe for or purchase any Common Stock or any
other securities, or to receive any other right, or

                  (ii)  of  any  capital  reorganization  of  the  Company,  any
reclassification  of the capital  stock of the  Company,  any  consolidation  or
merger of the Company with or into another corporation, or any conveyance of all
or substantially all of the assets of the Company to another corporation, or

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                                       5
<PAGE>

                  (iii) of any voluntary dissolution,  liquidation or winding-up
of the Company,  then,  and in each such case, the Company will mail or cause to
be mailed to the Holder or Holders a notice specifying,  as the case may be, (A)
the date on which a record  is to be taken  for the  purpose  of such  dividend,
distribution  or right,  and stating the amount and character of such  dividend,
distribution  or  right,   or  (B)  the  date  on  which  such   reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or
winding-up is to take place,  and the time,  if any is to be fixed,  as of which
the holders of record of Common Stock (or such securities at the time receivable
upon the exercise of this  Warrant)  shall be entitled to exchange  their Common
Stock (or such other  securities)  for securities or other property  deliverable
upon such reorganization,  reclassification,  consolidation, merger, conveyance,
dissolution,  liquidation or winding-up. Such notice shall be mailed at least 15
days prior to the date therein specified.

            (c) All such notices,  advices and communications shall be deemed to
have been received when provided in accordance with the notice  requirements set
forth in Section 13(a).


      12. AMENDMENTS.

            (a) This  Warrant  may be amended in writing by the  Company and the
Holder.  This  Warrant may also be amended in writing by the Company and holders
of a majority of all  outstanding  Warrants,  so long as all such  Warrants  are
identically  amended.  Any amendment effected in accordance with this Section 12
shall be binding upon the Holder,  each future  holder of the  Warrant,  and the
Company.

            (b) No  waivers  of,  or  exceptions  to,  any  term,  condition  or
provision of this Warrant, in any one or more instances,  shall be deemed to be,
or construed as, a further or continuing  waiver of any such term,  condition or
provision.

      13. MANDATORY REDEMPTION.  At the election of the Company, this Warrant is
subject to mandatory redemption at a price of U.S. $0.01 per underlying share of
Common  Stock if the Common Stock  trades for 10  consecutive  trading days at a
price at or above  U.S.  $0.90  per  share on any  eligible  market  (including,
without limitation,  the  over-the-counter  market;  NASDAQ Small Cap Market and
NASDAQ National Market),  provided that (i) the Holder will be given at least 15
days  prior  written  notice of such  redemption  in order  that the  Holder may
exercise  this  Warrant,  and (ii)  immediately  prior to giving  such notice of
redemption,  the Common Stock underlying this Warrant is subject to an effective
registration statement covering its resale under the Act.

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WARRANT TO PURCHASE COMMON STOCK


                                       6
<PAGE>


      14. MISCELLANEOUS.  The following additional provisions shall apply during
the term of this Agreement:

            (A) NOTICES.  Any notice  required or  permitted  under the terms of
this Warrant shall be in writing and shall be deemed effectively given: (i) upon
actual  delivery,  when  delivered  personally;  (ii) upon  receipt when sent by
confirmed telegram or fax if sent during normal business hours, and if not, then
on the  next  business  day;  (iii)  one day  after  deposit  with a  nationally
recognized overnight courier,  specifying next day delivery;  or (iv) 5 business
days after being  deposited in the U.S.  mail, as certified or registered  mail,
return receipt requested,  postage prepaid.  All communications shall be sent to
the Company at its principal address as set forth in the first paragraph of this
Warrant,  and to the Holder at its registered  address as set forth in the first
paragraph  of this  Agreement,  or at such other  address as the  Company or any
Holder may  subsequently  designate by ten days' advance  written  notice to the
other.

            (B)  GOVERNING  LAW.  This  Warrant  and all acts  and  transactions
pursuant  hereto and the rights and  obligations of the parties hereto are to be
governed by and construed and enforced in accordance  with the laws of the State
of Delaware,  without  giving  effect to any choice of law rule that would cause
the application of the laws of any jurisdiction other than the State of Delaware
to the rights and duties of the parties hereto.

            (C)  ATTORNEY'S  FEES. If any action at law or in equity  (including
arbitration)  is  instituted  to enforce or interpret the terms of this Warrant,
the Holder shall be entitled to reasonable  attorney's fees, costs and necessary
disbursements  in  addition  to any  other  relief to which  the  Holder  may be
entitled.

            (D)  ASSUMPTION  ON  MERGER OR  CONSOLIDATION  OF THE  COMPANY.  The
Company will not merge or  consolidate  with or into, or enter into an agreement
of share exchange with, any other corporation  unless the corporation  resulting
from such merger,  consolidation,  or share  exchange (if not the Company) shall
expressly assume, by supplemental  agreement reasonably  satisfactory in form to
the Holder,  and duly executed and delivered to the Holder, the due and punctual
performance  and  observance  of each and every  covenant and  condition of this
Warrant to be performed and observed by the Company.

            (E) CONSTRUCTION  AND TITLES.  The titles and subtitles used in this
Warrant are used for convenience only and are not to be considered in construing
or interpreting this Warrant.



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                                       7
<PAGE>


      IN WITNESS  WHEREOF,  the Company has caused this Warrant to be signed and
attested by its duly authorized officer or agent under its corporate seal and to
be dated the date hereof.




                                  ALPHARX, INC.


                                  By: _______________________________
                                      Name:
                                      Title:

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WARRANT TO PURCHASE COMMON STOCK


                                       8
<PAGE>


                               NOTICE OF EXERCISE

To: ALPHARX, INC.

      (1) The  undersigned  hereby elects to purchase  _______  shares of Common
Stock (as such  term is  defined  in the  attached  Warrant)  of  ALPHARX,  INC.
pursuant to the provisions of Section 4(a) of the attached Warrant,  and tenders
herewith payment of the purchase price for all such shares of Common Stock.

      (2) In  exercising  this  Warrant,  the  undersigned  hereby  confirms and
acknowledges  that the Common Stock to be issued upon  exercise  hereof is being
acquired  solely for the account of the undersigned and not as a nominee for any
other party, and for investment,  and that the undersigned will not offer,  sell
or otherwise  dispose of any such Common Stock except under  circumstances  that
will not result in a violation of the Act, or any  applicable  state  securities
laws.

      (3)  Please  issue a  certificate  or  certificates  or other  appropriate
instrument  or  instruments  representing  said Common Shares in the name of the
undersigned or in such other name as is specified below:


                        ---------------------------------
                                     (Name)

                        ---------------------------------
                                     (Name)

      (4) Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the  undersigned  or in such  other name as is  specified
below:

                        ---------------------------------
                                     (Name)


--------------------------                ---------------------------------
(Date)                                                (Signature)


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                                       9
<PAGE>


                                 ASSIGNMENT FORM

      FOR VALUE  RECEIVED,  the  undersigned  registered  owner of this  Warrant
hereby  sells,  assigns and transfers  unto the Assignee  named below all of the
rights of the undersigned  under the within Warrant,  with respect to the number
of shares of Common Stock set forth below:


NAME OF ASSIGNEE                     ADDRESS                     NO. OF SHARES




and does hereby irrevocably constitute and appoint ___________________  Attorney
to make such transfer on the books of ALPHARX, INC., maintained for the purpose,
with full power of substitution in the premises.

      The undersigned also represents that, by assignment  hereof,  the Assignee
acknowledges  that this Warrant and the Common Stock to be issued upon  exercise
hereof or  conversion  thereof are being  acquired for  investment  and that the
Assignee will not offer, sell or otherwise dispose of this Warrant or any Common
Stock to be issued upon  exercise  hereof or  conversion  thereof  except  under
circumstances  which will not  result in a  violation  of the Act,  or any state
securities laws.  Further,  the Assignee has acknowledged  that upon exercise of
this  Warrant,  the Assignee  shall,  if  requested  by the Company,  confirm in
writing,  in a form  satisfactory  to the  Company,  that  the  Common  Stock so
purchased  are  being  acquired  for  investment  and  not  with a  view  toward
distribution or resale.


Dated:___________________                 _______________________________
                                               Signature of Holder

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