EMPLOYMENT AGREEMENT WITH JOSEPH SCHWARZ
EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of the 1st day of July, 2000 by and
between AlphaRx Inc., a Delaware corporation ("Company"), and Joseph Schwarz ("Executive").
WHEREAS, Company desires to employ Executive as its Chief Scientist and Executive desires to be employed
by Company, upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth and the mutual benefits
to be derived herefrom, and intending to be legally bound hereby, the Company and the Executive agree as
1. EMPLOYMENT AND TERM. Company hereby employs Executive and Executive hereby accepts
employment for a term commencing on July 1st, 2000 and continuing until June 30th, 2003, unless sooner
terminated as provided for in this Agreement. Company and Executive have the option to renegotiate this
Agreement beyond the three-year period. Executive hereby warrants and represents to Company that he is free
to enter into this Agreement and is not a party to any agreement, written or otherwise, or bound by any
restrictions, which limit or restrict him from entering into this Agreement or performing the services, duties and
responsibilities called for hereunder.
2.1 Executive shall perform the duties of the Chief Scientist of the Company and such additional executive duties
of Company and its affiliates as may be, from time to time, requested of him by the Company's Board of
Directors or the Chairman, President and/or Chief Executive Officer of the Company.
2.2 Executive shall devote his full professional time and best efforts to the performance of his duties and
responsibilities hereunder to advance the interests of the Company and shall not during the term of this Agreement
(as defined in Section 1 hereof) be employed, involved or otherwise engaged in, either directly or indirectly, any
other employment for gain, profit or other pecuniary advantage, without prio