Exhibit 10.4(a)

                               AMENDMENT AGREEMENT

       AMENDMENT AGREEMENT, dated as of August 20, 2001, by and between ALPHARx,
INC.,  a Delaware  corporation  (the  "Company"),  and Michael  Weisspapir  (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.


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

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

                     (xii) commencing January 1, 2001, and ending June 30, 2001,
                     a Base Salary at the rate of $72,000 per year;

                     (xiii)  commencing  July 1, 2001,  and ending  December 31,
                     2001, a Base Salary at the rate of $96,000 per year;

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                     (xiv)  commencing  January 1, 2002, and ending December 31,
                     2002, a Base Salary at the rate of $120,000 per year; and

                     (xv)  commencing  January 1, 2003, and ending  December 31,
                     2003, a Base Salary at the rate of $160,000 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/ Michael Weisspapir
     --------------------------------
             Michael Weisspapir

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