AMENDMENT TO THE SUBSCRIPTION AGREEMENT

                                  JULY 19, 2004

         The  undersigned,  as a  signatory  to a  subscription  agreement  with
AlphaRx,  Inc.,  executed in  conjunction  with that certain  offering of units,
consisting  of one  share of  AlphaRx's  common  stock and one  warrant  for one
additional   share  of  AlphaRx's  common  stock,  for  up  to  $5,000,000  (the
"Agreement") for good and valuable  consideration,  the adequacy and sufficiency
of which is hereby  acknowledged,  does hereby  agree that the  deadline for the
final closing on page 3 of the Agreement is hereby  amended from August 15, 2004
to September 30, 2004.

Agreed  and  Acknowledged,  this ____ day of July,  2004  Please  Print  Name of
Signatory to Subscription Agreement Below:


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