SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                                  ALPHARX, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                    98-0177440
         ----------                              -----------------
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
incorporation or organization)

                    10-75 East Beaver Creek, Ontario L4B 1B8
                     Canada (Address of principal executive
                                    offices)

                     The 2002 Benefit Plan of AlphaRx, Inc.
                     --------------------------------------
                            (Full title of the plan)


              Michael M. Lee, 10-75 East Beaver Creek, Ontario L4B
                1B8 Canada (Name, address, including zip code, of
                               agent for service)

                   Telephone number for Issuer: (905) 762-0745
                                -----------------

<TABLE>
<CAPTION>
<S>                              <C>                                         <C>                         <C>

                                          CALCULATION OF REGISTRATION FEE

Title of Securities to be           Amounts to       Proposed Maximum           Proposed Maximum            Amount of
Registered                          be               Offering Price Per         Aggregate Offering          Registration
                                    Registered       Share(1)                   Price                       Fee
Common Stock, 0.0001 par                   2,000,000       $0.70                     $1,400,000             $129.00
value
=================================== ================ =========================  =========================== ==================
</TABLE>

(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the average bid and asked price of the registrant's common
         stock as of June 13, 2002 a date within five business days prior to the
         date of filing of this registration statement.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Plan described herein.




                                    Page -1-

<PAGE>




                       2002 Benefit Plan of AlphaRx, Inc.
                  Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference between items of Part I of Form S-8 and the Section
10(a) Prospectus that will be delivered to each employee, consultant, or
director who participates in the Plan.

Registration Statement Item Numbers and Headings     Prospectus Heading

1.       Plan Information                            Section 10(a) Prospectus

2.       Registrant Information and                  Section 10(a) Prospectus
         Employee Plan Annual Information



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by AlphaRx, Inc., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission (the "Commission")
are hereby incorporated by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year
            ended September 30, 2001.

         2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended September 30, 2001.

         Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is contained in the
Company's Form 10-SB12G filed with the Commission on June 16, 2000, and any
amendment or report filed for the purpose of updating such description. Said
description is incorporated herein by reference. (See "Item 3. Incorporation of
Documents by Reference.")






                                    Page -2-

<PAGE>



Item 5. Interests of Named Experts and Counsel

          No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.

Item 6. Indemnification of Directors and Officers

The Delaware Corporation Law ("DCL") permits a Delaware Corporation to include
in its charter a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for
breaches of fiduciary duty, including conduct that could be characterized as
negligence or gross negligence. However, the DCL provides that the charter can
not eliminate or limit liability for (a) breaches of the director's duty of
loyalty, (b) acts or omissions not in good faith or involving intentional
misconduct or knowing violation of the law, (c) an unlawful distribution, or (d)
the receipt of improper personal benefits. The DCL further provides that no such
provision will eliminate or limit the liability of a director for any act or
omission occurring prior to the date when such provision becomes effective. Our
current charter includes a provision eliminating director liability for monetary
damages for breaches of fiduciary duty to the maximum extent permitted by the
DCL

At present the Company has not entered into individual indemnity agreements with
its Officers or Directors. The Company's By-Laws and Certificate of
Incorporation, however, provide a blanket indemnification that the Company shall
indemnify, to the fullest extent under Delaware law, its directors and officers
against certain liabilities incurred with respect to their service in such
capabilities. In addition, the Certificate of Incorporation provides that the
personal liability of directors and officers to the Company and its stockholders
for monetary damages will be limited.

Item 7.   Exemption from Registration Claimed

No restricted securities are being re-offered or resold pursuant to this
registration statement.

Item 8. Exhibits.

         The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 7.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this Registration Statement to include
         any material information with respect to the plan of distribution not
         previously disclosed in the Registration Statement or any material
         change to such information in the Registration Statement.

         (2) To treat, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment as a new
         registration statement relating to the securities


                                    Page -3-

<PAGE>



         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                      [THIS SPACE INTENTIONALLY LEFT BLANK]


                                    Page -4-

<PAGE>



                                                    SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on June 14, 2002.
                                                     AlphaRx, Inc.


     By:                        /s/ Michael M. Lee
        ---------------------------------------------------------------------
                                Michael M. Lee, as President and Director


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael M. Lee with power of
substitution, as his attorney-in-fact for him, in all capacities, to sign any
amendments to this registration statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact or his substitutes may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature             Title                                        Date


/s/ Michael M. Lee      President and Director                     June 14, 2002
----------------------
Michael M. Lee


/s/ Sia Ming Wong      Director.                                   June 14, 2002
----------------------
Sia Ming Wong


/s/ Joseph Schwarz    Director                                    June 14, 2002
----------------------
Joseph Schwarz



/s/ Sandro Persia     Director                                    June 14, 2002
----------------------
Sandro Persia







                                    Page -5-

<PAGE>






                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933




                                  AlphaRx, Inc.
                            (a Delaware corporation)









                                    Page -6-

<PAGE>







INDEX TO EXHIBITS

<TABLE>
<CAPTION>
<S>                <C>               <C>                                                              <C>

                                                                                                         Page
Exhibits              SEC Ref. No.                     Description of Exhibit
--------              ------------                     ----------------------
A                          4            2002 Stock Benefit Plan of the Company                            8
B                       5, 23(b)        Opinion and consent of Counsel with respect to                    12
                                        the legality of the issuance of securities being
                                        issued

C                        23(a)          Consent of Accountant                                             15
D                          99           Section 10(a) Prospectus                                          16
</TABLE>































                                    Page -7-

                                     <PAGE>




                              THE 2002 BENEFIT PLAN

                                       OF

                                  ALPHARX, INC.


                                    Page -8-

                                     <PAGE>



                     THE 2002 BENEFIT PLAN OF ALPHARX, INC.


         AlphaRx, Inc., a Delaware corporation (the "Company"), hereby adopts
The 2002 Benefit Plan of AlphaRx, Inc. (the "Plan") this 14th day of June, 2002.
Under the Plan, the Company may issue stock, or grant options to acquire the
Company's common stock, par value $0.0001 (the "Stock"), from time to time to
employees of the Company or its subsidiaries, all on the terms and conditions
set forth herein ("Benefits"). In addition, at the discretion of the Board of
Directors, Benefits may from time to time be granted under this Plan to other
individuals, including consultants or advisors, who contribute to the success of
the Company or its subsidiaries but are not employees of the Company or its
subsidiaries, provided that bona fide services shall be rendered by consultants
and advisors and such services must not be in connection with the offer or sale
of securities in a capital-raising transaction. No stock may be issued, or
option granted under the benefit plan to consultants, advisors, or other persons
who directly or indirectly promote or maintain a market for the Company's
securities.

1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.

2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with respect to
this Plan on such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan Administrators attending a duly and properly held meeting
shall be valid. Any Benefit approved by the Plan Administrators shall be
approved as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan. A total of two million (2,000,000)
shares of Stock may be subject to, or issued pursuant to Benefits granted under
this Plan. If any right to acquire Stock granted under this Plan is exercised by
the delivery of shares of Stock or the relinquishment of rights to shares of
Stock, only the net shares of Stock issued (the shares of stock issued less the
shares of Stock surrendered) shall count against the total number of shares
reserved for issuance under the terms of this Plan.

4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.



                                    Page -9-

<PAGE>



5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.

6.Term of Options issued as Benefits and Certain Limitations
  on Right to Exercise.
------------------------------------------------------------------------------

     a. Each Option issued as a benefit hereunder ("Option") shall have its term
established by the Plan Administrators at the time the Option is granted.

     b. The term of the  Option,  once it is  granted,  may be  reduced  only as
provided  for in this Plan and  under  the  express  written  provisions  of the
Option.

 c. Unless otherwise specifically provided by the written provisions of
 the Option or required by applicable disclosure or other legal
 requirements promulgated by the Securities and Exchange Commission
 ("SEC"), no participant of this Plan or his or her legal
 representative, legatee, or distributee will be, or shall be deemed to
 be, a holder of any shares subject to an Option unless and until such
 participant exercises his or her right to acquire all or a portion of
 the Stock subject to the Option and delivers the required consideration
 to the Company in accordance with the terms of this Plan and then only
 as to the number of shares of Stock acquired. Except as specifically
 provided in this Plan or as otherwise specifically provided by the
 written provisions of the Option, no adjustment to the exercise price
 or the number of shares of Stock subject to the Option shall be made
 for dividends or other rights for which the record date is prior to the
 date on which the Stock subject to the Option is acquired by the
 holder.

     d. Options shall vest and become  exercisable  at such time or times and on
such terms as the Plan  Administrators may determine at the time of the grant of
the Option.

     e.  Options may contain such other  provisions,  including  further  lawful
restrictions   on  the  vesting  and   exercise  of  the  Options  as  the  Plan
Administrators may deem advisable.

 f.    In no event may an Option be exercised after the expiration of its term.

     g.  Options  shall be  non-transferable,  except by the laws of descent and
distribution.

7.       Exercise Price.

     The Plan  Administrators  shall establish the exercise price payable to the
Company for shares to be obtained pursuant to Options,  which exercise price may
be amended from time to time as the Plan Administrators shall determine.

8.       Payment of Exercise Price.

     The exercise of any Option shall be contingent on receipt by the Company of
the exercise  price paid in either cash,  certified or personal check payable to
the Company.

     9.  Withholding.  If the grant of a Benefit  hereunder,  or  exercise of an
Option given as a Benefit is subject to  withholding or other trust fund payment
requirements of the Internal  Revenue Code of 1986, as amended (the "Code"),  or
applicable  state or local laws,  the Company will  initially pay the Optionee's
liability and will


                                    Page -10-

<PAGE>



be reimbursed by Optionee no later than six months after such liability arises
and Optionee hereby agrees to such reimbursement terms.

10. Dilution or Other Adjustment. The shares of Common Stock subject to this
Plan and the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Common Stock or a change in
the number of issued and outstanding shares of Common Stock as a result of a
stock split, consolidation, or other recapitalization. The Company, at its
option, may adjust the Options, issue replacements, or declare Options void.

11. Benefits to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 2 millionth share is issued hereunder.

14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect.

     ATTEST:

/s/ Michael M. Lee
Michael M. Lee, President




                                    Page -11-

<PAGE>



                                 GERALD EINHORN
                               ATTORNEY- AT- LAW*
                               268 West 400 South
                                    Suite 300
                           Salt Lake City, Utah 84101
                             Telephone (801)575-8073
                           *Admitted only in New York



                                  June 14, 2002


Board of Directors
AlphaRx, Inc.
10-75 East Beaver Creek
Richmond Hill,
Ontario L4B 1B8 Canada

Signature Stock Transfer, Inc.
14675 Midway Road, Suite 221
Addison, Texas 75001

Re:      Legality and Authorization of Shares Issued Under Form S-8
         Registration Statement

Gentlemen:

     I have acted as special counsel for AlphaRx, Inc., a Delaware corporation
(the "Company"), in the limited capacity of rendering an opinion regarding the
legality and authorization of the shares proposed to be registered under a
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission ("the Commission") under the
Securities Act of 1933, as amended, ("the Act"). The Company is registering a
Benefit Plan entitled "The 2002 Benefit Plan of AlphaRx, Inc." (the "Benefit
Plan") pursuant to which the Company has authorized the issuance of two million
(2,000,000) shares of the Company's common stock, par value $.0001 (the
"Shares").

     In connection with the preparation of this Opinion, I have examined the
following:

     1. The Company's Articles of Incorporation, amendment thereto and Bylaws as
submitted to me by the Company pursuant to my request for same;

    2.  The Registration Statement herein referenced;

     3. The Board of Directors Resolution,  dated June 14, 2002, authorizing and
approving  the  Company's   2002  Benefit  Plan  and  the   preparation  of  the
Registration Statement;

     4.  The Company's Section 10(a) Prospectus for the Registration Statement;

     5. The Company's  Form 10-KSB for the fiscal year ended  September 30, 2001
and the Company's Form 10-QSB for the quarterly period ended March 31, 2002;

     6. Such other documents as I have deemed necessary for the purposes of this
Opinion.

     Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further


                                    Page -12-

<PAGE>




expressly exempt from this opinion any representations as to the completeness,
adequacy, accuracy or any other aspect of the financial statements incorporated
in the Registration Statement.

     The documentation and representations provided to me for this opinion by
the Company and its duly authorized representatives indicate that the Company is
validly organized under the laws of the State of Delaware; the Company is
current in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing of the Registration Statement; and that the two million (2,000,000)
shares to be included in the Registration Statement are available for issuance
based upon corporate documentation and on the number of shares actually issued
and outstanding. As such, I am of the opinion that the Shares herein referenced
have been duly and validly authorized and that subject to compliance with all
provision of the Plan, the Shares will be validly issued as fully paid and
non-assessable shares of common stock in the Company.

     This opinion is based upon and subject to the qualifications and
limitations specified below:

     (A) Certain of the remedial provisions of the 2002 Benefit Plan may be
     further limited or rendered unenforceable by other applicable laws and
     interpretations.

     (B) In rendering the opinion that the shares of the Common Stock to be
     registered pursuant to the Registration Statement and issued under the
     Benefit Plan will be validly issued, fully paid and non- assessable, I
     assumed that: (1) the Company's Board of Directors has exercised good faith
     in establishing the value paid for the Shares; (2) all issuances and
     cancellations of the capital stock of the Company will be fully and
     accurately reflected in the Company's Stock Records as provided by the
     Company's transfer agent; and (3) the consideration, as determined by the
     Company's Board of Directors, to be received in exchange for each issuance
     of common stock of the Company, has been paid in full and actually received
     by the Company.

     (C) I have made no independent verification of the facts asserted to be
     true and accurate by authorized representatives of the Company and have
     assumed that no person or entity has engaged in fraud or misrepresentation
     regarding the inducement relating to, or the execution or delivery of, the
     documents reviewed.

     (D) In rendering this opinion I have assumed that all signatures are
     genuine, that all documents submitted to me as copies conform substantially
     to the originals, that all documents have been duly executed on or as of
     the date represented on the documents, that execution and delivery of the
     documents was duly authorized on the part of the parties, that all
     documents are legal, valid and binding on the parties and that all
     corporate records are complete.

     (E) I have assumed that the Company is satisfying the substantive
     requirements of Form S-8 and I expressly disclaim any opinion regarding the
     Company's compliance with such requirements, whether they are of federal or
     state origin, or any opinion as to the subsequent tradeability of any
     Shares issued pursuant to the Benefit Plan.

     (F) I am admitted to practice law in the State of New York. I am not
     admitted to practice law in the State of Delaware or in any other
     jurisdiction where the Company may own property or transact business. This
     opinion is with respect to federal law only and I have not consulted legal
     counsel from any other jurisdiction for the purpose of the opinion
     contained herein. I expressly except from this opinion any opinion as to
     whether or to what extent a Delaware court or any other court would apply


                                    Page -13-

<PAGE>




     Delaware law, or the law of any other state or jurisdiction, to any
     particular aspect of the facts, circumstances and transactions that are the
     subject of this opinion.

     (G) This opinion is strictly limited to the parameters contained and
     referenced herein and is valid only as of the signature date with respect
     to the same. I assume no responsibility to advise you of any subsequent
     changes or developments which might affect any aspect of this opinion.

     I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
prior written consent.

Sincerely,

/s/ Gerald Einhorn
Gerald Einhorn






                                    Page -14-

                                     <PAGE>








                                 PHILIP K. YEUNG
                           Certified Public Accountant
                        240 South Garfield Ave., Suite A
                         Monterey Park, California 91755




                       CONSENT OF INDEPENDENT ACCOUNTANTS


                                  June 14, 2002


AlphaRx, Inc.
10-75 East Beaver Creek
Ontario L4B 1B8 Canada

Gentlemen:

         We hereby consent to the use of our audit report dated December 26,
2001 of AlphaRx, Inc. for the year ended September 30, 2001 in the Form S-8 of
AlphaRx, Inc. dated June 14, 2002.

Sincerely


 /s/Philip K. Yeung
----------------------------------
PHILIP K. YEUNG, C.P.A.














                                    Page -15-

<PAGE>




                           SECTION 10(A) PROSPECTUS OF
                                  ALPHARX, INC.

         June 14, 2002: This document constitutes part of a prospectus covering
securities of AlphaRx, Inc., a Delaware corporation (the "Company"), that have
been registered under the Securities Act of 1933, as amended (the "Securities
Act"). This document, a Section 10(a) Prospectus, contains and constitutes four
sections. The first section includes "General Plan Information." "Registrant
Information and Employee Plan Annual Information" is the next portion and is
located in this prospectus. The Company's latest Form 10-KSB, for the fiscal
year ended September 30, 2001, which is incorporated herein by this reference,
is the third section with which offerees are being constructively provided.
Finally, offerees who receive Stock Options shall be provided with a Stock
Option Agreement and a Notice of Exercise, which is to be completed and
submitted within the time allowed, with tender of the appropriate consideration
for those who wish to exercise options.

Item 1.           General Plan Information

         The Company's board of directors (the "Board") has adopted a benefit
plan for its employees and others entitled "The 2002 Benefit Plan of AlphaRx,
Inc.." (the "Plan"). Pursuant to the Plan, the Board can authorize the issuance
of stock or options to purchase stock up to an aggregate of two million shares
of common stock of the Company, par value $0.0001 per share (the "Common
Stock"), over a maximum of a five year period, although the Board may shorten
this period.

         The Board adopted the Plan on June 14, 2002. The Plan is intended to
aid the Company in maintaining and continuing its development of a quality
management team, in attracting qualified employees, consultants, and advisors
who can contribute to the future success of the Company, and in providing such
individuals with an incentive to use their best efforts to promote the growth
and profitability of the Company.

         The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), nor qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended (the "Code").
Administration of the Plan is the exclusive province of the Board. Board members
are elected at each annual meeting of shareholders. The term each Board member
serves is therefore one year. If an annual meeting is not held the member shall
serve until the next submission of matters to a vote of Company's shareholders.

         As ultimate administrators of the Plan, the Board should be contacted
with requests for additional Plan information. Alternatively, the Board may
appoint a committee to administer the Plan (hereinafter the Board or its duly
authorized committee shall be referred to as "Plan Administrators"). As no
committee has been authorized by the Board, the current Board members are the
Plan Administrators. This group includes Michael M. Lee, Sia Ming Wong, Joseph
Schwarz, and Sandro Persia. The address of the Board is c/o the Company,10-75
East Beaver Creek, Ontario L4B 1B8 Canada, telephone number (905) 762-0745.



                                    Page -16-

<PAGE>




         In the event a vacancy in the Board arises, the vote of a majority of
remaining directors may select a successor, or, if the vacancy is not filled by
the remaining Board, the vote of shareholders may also elect a successor to fill
such vacancy. Board members may be removed from office by the vote of
shareholders representing not less than two-thirds (2/3) of the shares entitled
to vote on such removal. Plan Administrators who are not Board members can be
removed or appointed at any time for any reason by the majority vote of Board
members.

         The Plan Administrators shall interpret the Plan (which interpretation
is binding on the participants absent demonstrable error), determine which
employees or others shall receive shares or options, decide the number of shares
or options and establish any other terms for the shares or options not already
established in the Company's Plan. Information concerning changes in the Plan
Administrators will be provided in the future either in the Company's proxy
statements, annual or other reports, or in amendments to this document.

Securities to be Offered

         Shares and options providing for the issuance or purchase of shares
equaling a maximum of two million shares of Common Stock may be granted under
the Plan. All options under the Plan are "non-qualified" stock options. The
number of shares of Common Stock issuable under the Plan is subject to
adjustment in the event of changes in the outstanding shares of Common Stock
resulting from stock dividends, stock splits, or recapitalizations.

Employees Who May Participate in the Plan

         The Board shall determine which of the Company's employees are eligible
to receive shares or options under the Plan. The term "Employee" includes any
employee, director, officer, or consultant or advisor of the Company or any of
its subsidiaries, provided that bona fide services shall be rendered by
consultants and advisors and such services must not be in connection with the
offer or sale of securities in a capital-raising transaction.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

         The Plan Administrators shall determine which employees shall receive
shares or options. The Plan is not subject to ERISA and the securities are being
issued by the Company and not purchased on the open market or otherwise.

         Options granted under the Plan shall be exercisable as determined by
the Plan Administrators. If an option granted under the Plan should expire or
terminate for any reason without having been exercised in full, the unpurchased
shares subject to that option will again be available for grant under the Plan.

         The exercise price payable to the Company for Option Shares shall be as
set forth from time to time by the Plan Administrator. The exercise of any
Option shall be contingent on receipt by the


                                    Page -17-

<PAGE>




Company of the exercise price paid in either cash, certified or personal check
payable to the Company.

         The shares of Common Stock subject to the Plan and the exercise price
of outstanding options are subject to proportionate adjustment in the event of a
stock dividend on the Common Stock or a change in the number of issued and
outstanding shares of Common Stock as a result of a stock split, consolidation,
or other recapitalization. Options and all other interests under the plan shall
be non- transferable, except by means of a will or the laws of descent and
distribution.

Amendments and Termination

         The Plan may be abandoned or terminated at any time by the Plan
Administrators except with respect to any Options then outstanding under the
Plan. The Plan shall otherwise terminate on the earlier of the date that is five
years from the date first appearing in the Plan or the date on which an option
for the two millionth share is either granted under the Plan or on which the two
millionth share is de-registered on a post-effective amendment on Form S-8 filed
with the Securities and Exchange Commission (the "SEC"). No options may be
granted under the terms of the Plan after it has been terminated. The Board may
alter or amend the Plan only once during any six month period, except as to
comply with changes to the Code. No termination, suspension, alteration or
amendment may adversely affect the rights of a holder of a previously issued
option without the consent of that holder.

Resale of Common Stock

         Shares of Common Stock issued or purchased on exercise of options
granted under the Plan will have been initially registered pursuant to a Form
S-8 Registration Statement filed by the Company. Subsequent resales of shares
obtained pursuant to the Plan may be eligible for immediate resale depending on
whether an exemption from registration is available or whether the shares are in
fact registered. The Company makes no statement as to subsequent sale-ability of
specific shares obtained pursuant to the Plan and urges any persons seeking to
sell shares so obtained to seek counsel from independent attorneys.

         As may be applicable for subsequent resale of shares obtained from the
Plan, the Board believes that the Company has filed all reports and other
materials required to be filed during the preceding twelve months under the
Securities Exchange Act of 1934 as of June 14, 2002.

Tax Effects of Plan Participation & Non-statutory Options

         The following discussion of the federal income tax consequences of
participation in the Plan is only a summary, does not purport to be complete,
and does not cover, among other things, state and local tax consequences.
Additionally, differences in participants' financial situations may cause
federal, state, and local tax consequences of participation in the Plan to vary.
Therefore, each participant in the Plan is urged to consult his or her own
accountant, legal or other advisor regarding


                                    Page -18-

<PAGE>




     the tax consequences of participation in the Plan. This discussion is based
on the provisions of the Code as presently in effect.

         Under the current provisions of the Code, if shares of Common Stock are
issued to the original holder of a non-qualified option granted and exercised
under the Plan (assuming there is not an active trading market for options of
the Company), (i) the option holder ("Holder") will not recognize income at the
time of the grant of the option; (ii) on exercise of the option the Holder will
recognize ordinary income in an amount equal to the excess of the fair market
value of the shares of Common Stock acquired at the time of exercise over the
exercise price; (iii) upon the sale of the shares of Common Stock the Holder
will recognize a short term or long term capital gain, or loss, as may be, in an
amount equal to the difference between the amount he or she receives from the
sale of those shares and the Holder's tax basis in the shares (as described
below); and (iv) the Company will be entitled to expense as compensation the
amount of ordinary income that the holder recognized, as set forth in Clause
(ii) above.

         If the Holder pays the exercise price entirely in cash, the tax basis
of the shares of Common Stock will be equal to the amount of the exercise price
paid plus the ordinary income recognized by the Holder from exercising the
options. This basis should equal the fair market value of the shares of Common
Stock acquired on the date of exercise. The holding period will begin on the day
after the tax basis of the shares is determined.

         The ordinary income received by the Holder on exercise of the option is
considered to be compensation from the Company. As with other forms of
compensation, withholding tax and other trust fund payments will be due with
respect to the exercise of the options. The Company will initially pay the
Optionee's liability and will be reimbursed by Optionee no later than six months
after such liability arises.

Item 2.           Registrant Information and Employee Plan Annual Information

         The Company will provide to any Employee upon request a copy, without
charge, of the Company's periodic reports filed with the SEC, including its
latest annual report on Form 10-KSB and its quarterly reports on Form 10-QSB.
The Company will also provide any Employee upon written or oral request a copy,
without charge, of the documents incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement. These documents are also incorporated by
reference into the Section 10(a) prospectus, of which this document is a part.
Requests for such information should be directed to the Company at Attn: Michael
M. Lee, 10-75 East Beaver Creek, Ontario L4B 1B8 Canada.




/s/ Michael M. Lee    President and Director                      June 14, 2002
----------------------
Michael M. Lee



                                    Page -19-

<PAGE>



 /s/ Sia Ming Wong    Director.                                   June 14, 2002
----------------------
Sia Ming Wong




/s/ Joseph Schwarz    Director                                    June 14, 2002
----------------------
Joseph Schwarz


 /s/ Sandro Persia    Director                                    June 14, 2002
----------------------
Sandro Persia










                                    Page -20-

<PAGE>
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{"company-data": {"conformed-name": "ALPHARX INC", "cik": "0001114936", "assigned-sic": "2834", "irs-number": "980177440", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90692", "film-number": "02681334"}, "business-address": {"street1": "75 EAST BEAVER CREEK", "street2": "UNIT 10", "city": "RICHMOND HILL ONTARI", "phone": "9057620745"}, "mail-address": {"street1": "75 EAST BEAVER CREEK", "street2": "UNIT 10", "city": "RICHMOND HILL ONTARI", "state": "A6"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                                  ALPHARX, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                    98-0177440
         ----------                              -----------------
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
incorporation or organization)

                    10-75 East Beaver Creek, Ontario L4B 1B8
                     Canada (Address of principal executive
                                    offices)

                     The 2002 Benefit Plan of AlphaRx, Inc.
                     --------------------------------------
                            (Full title of the plan)

              Michael M. Lee, 10-75 East Beaver Creek, Ontario L4B
                1B8 Canada (Name, address, including zip code, of
                               agent for service)

                   Telephone number for Issuer: (905) 762-0745
                                -----------------
CALCULATION OF REGISTRATION FEE

Title of Securities to be           Amounts to       Proposed Maximum           Proposed Maximum            Amount of
Registered                          be               Offering Price Per         Aggregate Offering          Registration
                                    Registered       Share(1)                   Price                       Fee
Common Stock, 0.0001 par                   2,000,000       $0.70                     $1,400,000             $129.00
value
=================================== ================ =========================  =========================== ==================
(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the average bid and asked price of the registrant's common
         stock as of June 13, 2002 a date within five business days prior to the
         date of filing of this registration statement.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Plan described herein.

                                    Page -1-
2002 Benefit Plan of AlphaRx, Inc.
                  Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference between items of Part I of Form S-8 and the Section
10(a) Prospectus that will be delivered to each employee, consultant, or
director who participates in the Plan.

Registration Statement Item Numbers and Headings     Prospectus Heading

1.       Plan Information                            Section 10(a) Prospectus

2.       Registrant Information and                  Section 10(a) Prospectus
         Employee Plan Annual Information

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by AlphaRx, Inc., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission (the "Commission")
are hereby incorporated by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year
            ended September 30, 2001.

         2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended September 30, 2001.

         Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is contained in the
Company's Form 10-SB12G filed with the Commission on June 16, 2000, and any
amendment or report filed for the purpose of updating such description. Said
description is incorporated herein by reference. (See "Item 3. Incorporation of
Documents by Reference.")

                                    Page -2-
Item 5. Interests of Named Experts and Counsel

          No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.

Item 6. Indemnification of Directors and Officers

The Delaware Corporation Law ("DCL") permits a Delaware Corporation to include
in its charter a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for
breaches of fiduciary duty, including conduct that could be characterized as
negligence or gross negligence. However, the DCL provides that the charter can
not eliminate or limit liability for (a) breaches of the director's duty of
loyalty, (b) acts or omissions not in good faith or involving intentional
misconduct or knowing violation of the law, (c) an unlawful distribution, or (d)
the receipt of improper personal benefits. The DCL further provides that no such
provision will eliminate or limit the liability of a director for any act or
omission occurring prior to the date when such provision becomes effective. Our
current charter includes a provision eliminating director liability for monetary
damages for breaches of fiduciary duty to the maximum extent permitted by the
DCL

At present the Company has not entered into individual indemnity agreements with
its Officers or Directors. The Company's By-Laws and Certificate of
Incorporation, however, provide a blanket indemnification that the Company shall
indemnify, to the fullest extent under Delaware law, its directors and officers
against certain liabilities incurred with respect to their service in such
capabilities. In addition, the Certificate of Incorporation provides that the
personal liability of directors and officers to the Company and its stockholders
for monetary damages will be limited.

Item 7.   Exemption from Registration Claimed

No restricted securities are being re-offered or resold pursuant to this
registration statement.

Item 8. Exhibits.

         The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 7.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this Registration Statement to include
         any material information with respect to the plan of distribution not
         previously disclosed in the Registration Statement or any material
         change to such information in the Registration Statement.

         (2) To treat, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment as a new
         registration statement relating to the securities

                                    Page -3-
offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                                    Page -4-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on June 14, 2002.
                                                     AlphaRx, Inc.

     By:                        /s/ Michael M. Lee
        ---------------------------------------------------------------------
                                Michael M. Lee, as President and Director

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael M. Lee with power of
substitution, as his attorney-in-fact for him, in all capacities, to sign any
amendments to this registration statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact or his substitutes may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature             Title                                        Date

/s/ Michael M. Lee      President and Director                     June 14, 2002
----------------------
Michael M. Lee

/s/ Sia Ming Wong      Director.                                   June 14, 2002
----------------------
Sia Ming Wong

/s/ Joseph Schwarz    Director                                    June 14, 2002
----------------------
Joseph Schwarz

/s/ Sandro Persia     Director                                    June 14, 2002
----------------------
Sandro Persia

                                    Page -5-
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                  AlphaRx, Inc.
                            (a Delaware corporation)

                                    Page -6-
INDEX TO EXHIBITS
Page
Exhibits              SEC Ref. No.                     Description of Exhibit
--------              ------------                     ----------------------
A                          4            2002 Stock Benefit Plan of the Company                            8
B                       5, 23(b)        Opinion and consent of Counsel with respect to                    12
                                        the legality of the issuance of securities being
                                        issued

C                        23(a)          Consent of Accountant                                             15
D                          99           Section 10(a) Prospectus                                          16
Page -7-
THE 2002 BENEFIT PLAN

                                       OF

                                  ALPHARX, INC.

                                    Page -8-
THE 2002 BENEFIT PLAN OF ALPHARX, INC.

         AlphaRx, Inc., a Delaware corporation (the "Company"), hereby adopts
The 2002 Benefit Plan of AlphaRx, Inc. (the "Plan") this 14th day of June, 2002.
Under the Plan, the Company may issue stock, or grant options to acquire the
Company's common stock, par value $0.0001 (the "Stock"), from time to time to
employees of the Company or its subsidiaries, all on the terms and conditions
set forth herein ("Benefits"). In addition, at the discretion of the Board of
Directors, Benefits may from time to time be granted under this Plan to other
individuals, including consultants or advisors, who contribute to the success of
the Company or its subsidiaries but are not employees of the Company or its
subsidiaries, provided that bona fide services shall be rendered by consultants
and advisors and such services must not be in connection with the offer or sale
of securities in a capital-raising transaction. No stock may be issued, or
option granted under the benefit plan to consultants, advisors, or other persons
who directly or indirectly promote or maintain a market for the Company's
securities.

1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.

2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with respect to
this Plan on such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan Administrators attending a duly and properly held meeting
shall be valid. Any Benefit approved by the Plan Administrators shall be
approved as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan. A total of two million (2,000,000)
shares of Stock may be subject to, or issued pursuant to Benefits granted under
this Plan. If any right to acquire Stock granted under this Plan is exercised by
the delivery of shares of Stock or the relinquishment of rights to shares of
Stock, only the net shares of Stock issued (the shares of stock issued less the
shares of Stock surrendered) shall count against the total number of shares
reserved for issuance under the terms of this Plan.

4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.

                                    Page -9-
5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.

6.Term of Options issued as Benefits and Certain Limitations
  on Right to Exercise.
------------------------------------------------------------------------------

     a. Each Option issued as a benefit hereunder ("Option") shall have its term
established by the Plan Administrators at the time the Option is granted.

     b. The term of the  Option,  once it is  granted,  may be  reduced  only as
provided  for in this Plan and  under  the  express  written  provisions  of the
Option.

 c. Unless otherwise specifically provided by the written provisions of
 the Option or required by applicable disclosure or other legal
 requirements promulgated by the Securities and Exchange Commission
 ("SEC"), no participant of this Plan or his or her legal
 representative, legatee, or distributee will be, or shall be deemed to
 be, a holder of any shares subject to an Option unless and until such
 participant exercises his or her right to acquire all or a portion of
 the Stock subject to the Option and delivers the required consideration
 to the Company in accordance with the terms of this Plan and then only
 as to the number of shares of Stock acquired. Except as specifically
 provided in this Plan or as otherwise specifically provided by the
 written provisions of the Option, no adjustment to the exercise price
 or the number of shares of Stock subject to the Option shall be made
 for dividends or other rights for which the record date is prior to the
 date on which the Stock subject to the Option is acquired by the
 holder.

     d. Options shall vest and become  exercisable  at such time or times and on
such terms as the Plan  Administrators may determine at the time of the grant of
the Option.

     e.  Options may contain such other  provisions,  including  further  lawful
restrictions   on  the  vesting  and   exercise  of  the  Options  as  the  Plan
Administrators may deem advisable.

 f.    In no event may an Option be exercised after the expiration of its term.

     g.  Options  shall be  non-transferable,  except by the laws of descent and
distribution.

7.       Exercise Price.

     The Plan  Administrators  shall establish the exercise price payable to the
Company for shares to be obtained pursuant to Options,  which exercise price may
be amended from time to time as the Plan Administrators shall determine.

8.       Payment of Exercise Price.

     The exercise of any Option shall be contingent on receipt by the Company of
the exercise  price paid in either cash,  certified or personal check payable to
the Company.

     9.  Withholding.  If the grant of a Benefit  hereunder,  or  exercise of an
Option given as a Benefit is subject to  withholding or other trust fund payment
requirements of the Internal  Revenue Code of 1986, as amended (the "Code"),  or
applicable  state or local laws,  the Company will  initially pay the Optionee's
liability and will

                                    Page -10-
be reimbursed by Optionee no later than six months after such liability arises
and Optionee hereby agrees to such reimbursement terms.

10. Dilution or Other Adjustment. The shares of Common Stock subject to this
Plan and the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Common Stock or a change in
the number of issued and outstanding shares of Common Stock as a result of a
stock split, consolidation, or other recapitalization. The Company, at its
option, may adjust the Options, issue replacements, or declare Options void.

11. Benefits to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 2 millionth share is issued hereunder.

14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect.

     ATTEST:

/s/ Michael M. Lee
Michael M. Lee, President

                                    Page -11-
GERALD EINHORN
                               ATTORNEY- AT- LAW*
                               268 West 400 South
                                    Suite 300
                           Salt Lake City, Utah 84101
                             Telephone (801)575-8073
                           *Admitted only in New York

                                  June 14, 2002

Board of Directors
AlphaRx, Inc.
10-75 East Beaver Creek
Richmond Hill,
Ontario L4B 1B8 Canada

Signature Stock Transfer, Inc.
14675 Midway Road, Suite 221
Addison, Texas 75001

Re:      Legality and Authorization of Shares Issued Under Form S-8
         Registration Statement

Gentlemen:

     I have acted as special counsel for AlphaRx, Inc., a Delaware corporation
(the "Company"), in the limited capacity of rendering an opinion regarding the
legality and authorization of the shares proposed to be registered under a
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission ("the Commission") under the
Securities Act of 1933, as amended, ("the Act"). The Company is registering a
Benefit Plan entitled "The 2002 Benefit Plan of AlphaRx, Inc." (the "Benefit
Plan") pursuant to which the Company has authorized the issuance of two million
(2,000,000) shares of the Company's common stock, par value $.0001 (the
"Shares").

     In connection with the preparation of this Opinion, I have examined the
following:

     1. The Company's Articles of Incorporation, amendment thereto and Bylaws as
submitted to me by the Company pursuant to my request for same;

    2.  The Registration Statement herein referenced;

     3. The Board of Directors Resolution,  dated June 14, 2002, authorizing and
approving  the  Company's   2002  Benefit  Plan  and  the   preparation  of  the
Registration Statement;

     4.  The Company's Section 10(a) Prospectus for the Registration Statement;

     5. The Company's  Form 10-KSB for the fiscal year ended  September 30, 2001
and the Company's Form 10-QSB for the quarterly period ended March 31, 2002;

     6. Such other documents as I have deemed necessary for the purposes of this
Opinion.

     Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further

                                    Page -12-
expressly exempt from this opinion any representations as to the completeness,
adequacy, accuracy or any other aspect of the financial statements incorporated
in the Registration Statement.

     The documentation and representations provided to me for this opinion by
the Company and its duly authorized representatives indicate that the Company is
validly organized under the laws of the State of Delaware; the Company is
current in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing of the Registration Statement; and that the two million (2,000,000)
shares to be included in the Registration Statement are available for issuance
based upon corporate documentation and on the number of shares actually issued
and outstanding. As such, I am of the opinion that the Shares herein referenced
have been duly and validly authorized and that subject to compliance with all
provision of the Plan, the Shares will be validly issued as fully paid and
non-assessable shares of common stock in the Company.

     This opinion is based upon and subject to the qualifications and
limitations specified below:

     (A) Certain of the remedial provisions of the 2002 Benefit Plan may be
     further limited or rendered unenforceable by other applicable laws and
     interpretations.

     (B) In rendering the opinion that the shares of the Common Stock to be
     registered pursuant to the Registration Statement and issued under the
     Benefit Plan will be validly issued, fully paid and non- assessable, I
     assumed that: (1) the Company's Board of Directors has exercised good faith
     in establishing the value paid for the Shares; (2) all issuances and
     cancellations of the capital stock of the Company will be fully and
     accurately reflected in the Company's Stock Records as provided by the
     Company's transfer agent; and (3) the consideration, as determined by the
     Company's Board of Directors, to be received in exchange for each issuance
     of common stock of the Company, has been paid in full and actually received
     by the Company.

     (C) I have made no independent verification of the facts asserted to be
     true and accurate by authorized representatives of the Company and have
     assumed that no person or entity has engaged in fraud or misrepresentation
     regarding the inducement relating to, or the execution or delivery of, the
     documents reviewed.

     (D) In rendering this opinion I have assumed that all signatures are
     genuine, that all documents submitted to me as copies conform substantially
     to the originals, that all documents have been duly executed on or as of
     the date represented on the documents, that execution and delivery of the
     documents was duly authorized on the part of the parties, that all
     documents are legal, valid and binding on the parties and that all
     corporate records are complete.

     (E) I have assumed that the Company is satisfying the substantive
     requirements of Form S-8 and I expressly disclaim any opinion regarding the
     Company's compliance with such requirements, whether they are of federal or
     state origin, or any opinion as to the subsequent tradeability of any
     Shares issued pursuant to the Benefit Plan.

     (F) I am admitted to practice law in the State of New York. I am not
     admitted to practice law in the State of Delaware or in any other
     jurisdiction where the Company may own property or transact business. This
     opinion is with respect to federal law only and I have not consulted legal
     counsel from any other jurisdiction for the purpose of the opinion
     contained herein. I expressly except from this opinion any opinion as to
     whether or to what extent a Delaware court or any other court would apply

                                    Page -13-
Delaware law, or the law of any other state or jurisdiction, to any
     particular aspect of the facts, circumstances and transactions that are the
     subject of this opinion.

     (G) This opinion is strictly limited to the parameters contained and
     referenced herein and is valid only as of the signature date with respect
     to the same. I assume no responsibility to advise you of any subsequent
     changes or developments which might affect any aspect of this opinion.

     I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
prior written consent.

Sincerely,

/s/ Gerald Einhorn
Gerald Einhorn

                                    Page -14-
PHILIP K. YEUNG
                           Certified Public Accountant
                        240 South Garfield Ave., Suite A
                         Monterey Park, California 91755

                       CONSENT OF INDEPENDENT ACCOUNTANTS

                                  June 14, 2002

AlphaRx, Inc.
10-75 East Beaver Creek
Ontario L4B 1B8 Canada

Gentlemen:

         We hereby consent to the use of our audit report dated December 26,
2001 of AlphaRx, Inc. for the year ended September 30, 2001 in the Form S-8 of
AlphaRx, Inc. dated June 14, 2002.

Sincerely

 /s/Philip K. Yeung
----------------------------------
PHILIP K. YEUNG, C.P.A.

                                    Page -15-
SECTION 10(A) PROSPECTUS OF
                                  ALPHARX, INC.

         June 14, 2002: This document constitutes part of a prospectus covering
securities of AlphaRx, Inc., a Delaware corporation (the "Company"), that have
been registered under the Securities Act of 1933, as amended (the "Securities
Act"). This document, a Section 10(a) Prospectus, contains and constitutes four
sections. The first section includes "General Plan Information." "Registrant
Information and Employee Plan Annual Information" is the next portion and is
located in this prospectus. The Company's latest Form 10-KSB, for the fiscal
year ended September 30, 2001, which is incorporated herein by this reference,
is the third section with which offerees are being constructively provided.
Finally, offerees who receive Stock Options shall be provided with a Stock
Option Agreement and a Notice of Exercise, which is to be completed and
submitted within the time allowed, with tender of the appropriate consideration
for those who wish to exercise options.

Item 1.           General Plan Information

         The Company's board of directors (the "Board") has adopted a benefit
plan for its employees and others entitled "The 2002 Benefit Plan of AlphaRx,
Inc.." (the "Plan"). Pursuant to the Plan, the Board can authorize the issuance
of stock or options to purchase stock up to an aggregate of two million shares
of common stock of the Company, par value $0.0001 per share (the "Common
Stock"), over a maximum of a five year period, although the Board may shorten
this period.

         The Board adopted the Plan on June 14, 2002. The Plan is intended to
aid the Company in maintaining and continuing its development of a quality
management team, in attracting qualified employees, consultants, and advisors
who can contribute to the future success of the Company, and in providing such
individuals with an incentive to use their best efforts to promote the growth
and profitability of the Company.

         The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), nor qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended (the "Code").
Administration of the Plan is the exclusive province of the Board. Board members
are elected at each annual meeting of shareholders. The term each Board member
serves is therefore one year. If an annual meeting is not held the member shall
serve until the next submission of matters to a vote of Company's shareholders.

         As ultimate administrators of the Plan, the Board should be contacted
with requests for additional Plan information. Alternatively, the Board may
appoint a committee to administer the Plan (hereinafter the Board or its duly
authorized committee shall be referred to as "Plan Administrators"). As no
committee has been authorized by the Board, the current Board members are the
Plan Administrators. This group includes Michael M. Lee, Sia Ming Wong, Joseph
Schwarz, and Sandro Persia. The address of the Board is c/o the Company,10-75
East Beaver Creek, Ontario L4B 1B8 Canada, telephone number (905) 762-0745.

                                    Page -16-
In the event a vacancy in the Board arises, the vote of a majority of
remaining directors may select a successor, or, if the vacancy is not filled by
the remaining Board, the vote of shareholders may also elect a successor to fill
such vacancy. Board members may be removed from office by the vote of
shareholders representing not less than two-thirds (2/3) of the shares entitled
to vote on such removal. Plan Administrators who are not Board members can be
removed or appointed at any time for any reason by the majority vote of Board
members.

         The Plan Administrators shall interpret the Plan (which interpretation
is binding on the participants absent demonstrable error), determine which
employees or others shall receive shares or options, decide the number of shares
or options and establish any other terms for the shares or options not already
established in the Company's Plan. Information concerning changes in the Plan
Administrators will be provided in the future either in the Company's proxy
statements, annual or other reports, or in amendments to this document.

Securities to be Offered

         Shares and options providing for the issuance or purchase of shares
equaling a maximum of two million shares of Common Stock may be granted under
the Plan. All options under the Plan are "non-qualified" stock options. The
number of shares of Common Stock issuable under the Plan is subject to
adjustment in the event of changes in the outstanding shares of Common Stock
resulting from stock dividends, stock splits, or recapitalizations.

Employees Who May Participate in the Plan

         The Board shall determine which of the Company's employees are eligible
to receive shares or options under the Plan. The term "Employee" includes any
employee, director, officer, or consultant or advisor of the Company or any of
its subsidiaries, provided that bona fide services shall be rendered by
consultants and advisors and such services must not be in connection with the
offer or sale of securities in a capital-raising transaction.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

         The Plan Administrators shall determine which employees shall receive
shares or options. The Plan is not subject to ERISA and the securities are being
issued by the Company and not purchased on the open market or otherwise.

         Options granted under the Plan shall be exercisable as determined by
the Plan Administrators. If an option granted under the Plan should expire or
terminate for any reason without having been exercised in full, the unpurchased
shares subject to that option will again be available for grant under the Plan.

         The exercise price payable to the Company for Option Shares shall be as
set forth from time to time by the Plan Administrator. The exercise of any
Option shall be contingent on receipt by the

                                    Page -17-
Company of the exercise price paid in either cash, certified or personal check
payable to the Company.

         The shares of Common Stock subject to the Plan and the exercise price
of outstanding options are subject to proportionate adjustment in the event of a
stock dividend on the Common Stock or a change in the number of issued and
outstanding shares of Common Stock as a result of a stock split, consolidation,
or other recapitalization. Options and all other interests under the plan shall
be non- transferable, except by means of a will or the laws of descent and
distribution.

Amendments and Termination

         The Plan may be abandoned or terminated at any time by the Plan
Administrators except with respect to any Options then outstanding under the
Plan. The Plan shall otherwise terminate on the earlier of the date that is five
years from the date first appearing in the Plan or the date on which an option
for the two millionth share is either granted under the Plan or on which the two
millionth share is de-registered on a post-effective amendment on Form S-8 filed
with the Securities and Exchange Commission (the "SEC"). No options may be
granted under the terms of the Plan after it has been terminated. The Board may
alter or amend the Plan only once during any six month period, except as to
comply with changes to the Code. No termination, suspension, alteration or
amendment may adversely affect the rights of a holder of a previously issued
option without the consent of that holder.

Resale of Common Stock

         Shares of Common Stock issued or purchased on exercise of options
granted under the Plan will have been initially registered pursuant to a Form
S-8 Registration Statement filed by the Company. Subsequent resales of shares
obtained pursuant to the Plan may be eligible for immediate resale depending on
whether an exemption from registration is available or whether the shares are in
fact registered. The Company makes no statement as to subsequent sale-ability of
specific shares obtained pursuant to the Plan and urges any persons seeking to
sell shares so obtained to seek counsel from independent attorneys.

         As may be applicable for subsequent resale of shares obtained from the
Plan, the Board believes that the Company has filed all reports and other
materials required to be filed during the preceding twelve months under the
Securities Exchange Act of 1934 as of June 14, 2002.

Tax Effects of Plan Participation & Non-statutory Options

         The following discussion of the federal income tax consequences of
participation in the Plan is only a summary, does not purport to be complete,
and does not cover, among other things, state and local tax consequences.
Additionally, differences in participants' financial situations may cause
federal, state, and local tax consequences of participation in the Plan to vary.
Therefore, each participant in the Plan is urged to consult his or her own
accountant, legal or other advisor regarding

                                    Page -18-
the tax consequences of participation in the Plan. This discussion is based
on the provisions of the Code as presently in effect.

         Under the current provisions of the Code, if shares of Common Stock are
issued to the original holder of a non-qualified option granted and exercised
under the Plan (assuming there is not an active trading market for options of
the Company), (i) the option holder ("Holder") will not recognize income at the
time of the grant of the option; (ii) on exercise of the option the Holder will
recognize ordinary income in an amount equal to the excess of the fair market
value of the shares of Common Stock acquired at the time of exercise over the
exercise price; (iii) upon the sale of the shares of Common Stock the Holder
will recognize a short term or long term capital gain, or loss, as may be, in an
amount equal to the difference between the amount he or she receives from the
sale of those shares and the Holder's tax basis in the shares (as described
below); and (iv) the Company will be entitled to expense as compensation the
amount of ordinary income that the holder recognized, as set forth in Clause
(ii) above.

         If the Holder pays the exercise price entirely in cash, the tax basis
of the shares of Common Stock will be equal to the amount of the exercise price
paid plus the ordinary income recognized by the Holder from exercising the
options. This basis should equal the fair market value of the shares of Common
Stock acquired on the date of exercise. The holding period will begin on the day
after the tax basis of the shares is determined.

         The ordinary income received by the Holder on exercise of the option is
considered to be compensation from the Company. As with other forms of
compensation, withholding tax and other trust fund payments will be due with
respect to the exercise of the options. The Company will initially pay the
Optionee's liability and will be reimbursed by Optionee no later than six months
after such liability arises.

Item 2.           Registrant Information and Employee Plan Annual Information

         The Company will provide to any Employee upon request a copy, without
charge, of the Company's periodic reports filed with the SEC, including its
latest annual report on Form 10-KSB and its quarterly reports on Form 10-QSB.
The Company will also provide any Employee upon written or oral request a copy,
without charge, of the documents incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement. These documents are also incorporated by
reference into the Section 10(a) prospectus, of which this document is a part.
Requests for such information should be directed to the Company at Attn: Michael
M. Lee, 10-75 East Beaver Creek, Ontario L4B 1B8 Canada.

/s/ Michael M. Lee    President and Director                      June 14, 2002
----------------------
Michael M. Lee

                                    Page -19-
/s/ Sia Ming Wong    Director.                                   June 14, 2002
----------------------
Sia Ming Wong

/s/ Joseph Schwarz    Director                                    June 14, 2002
----------------------
Joseph Schwarz

 /s/ Sandro Persia    Director                                    June 14, 2002
----------------------
Sandro Persia

                                    Page -20-