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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<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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WARRANT TO PURCHASE COMMON STOCK


                                       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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                                       4
<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
CommonStock  (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


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<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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                                       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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                                       10