AMENDMENT AGREEMENT, dated as of August 20, 2001, by and between ALPHARx, INC., a Delaware
corporation (the "Company"), and Michael Weisspapir (the "Executive").
The Company and the Executive are parties to an Employment Agreement, dated July 1, 2000 (the "Employment
Agreement"), and have agreed to amend the Employment Agreement to extend the term of the Employment
Agreement and to increase the Executive's compensation thereunder. Capitalized terms used herein shall have the
meanings set forth in the Employment Agreement unless otherwise defined herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set forth, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
1. Section 1 of the Employment Agreement is hereby deleted in its entirety and the following new Section 1is
hereby inserted in lieu thereof:
1. Employment and Term. Company hereby employs Executive and Executive hereby accepts employment for a
term commencing on July 1st, 2000 and continuing until December 31, 2003, unless sooner terminated as
provided for in this Agreement.
2. Section 3.1.1 and 3.1.2 of the Employment Agreement is hereby deleted in its entirety and the following new
Section 3.1 is hereby inserted in lieu thereof.
3.3 The Company shall pay the Executive an annual Base Salary ("Base Salary") as follows:
(xi) commencing July 1, 2000, and ending December 31, 2000, a Base Salary at the rate of $12,000 per year;
(xii) commencing January 1, 2001, and ending June 30, 2001, a Base Salary at the rate of $72,000 per year;
(xiii) commencing July 1, 2001, and ending December 31, 2001, a Base Salary at the rate of $96,000 per year;
(xiv) commencing January 1, 2002, and ending December 31, 2002, a Base Salary at the rate of $120,000 per
(xv) commencing January 1, 2003, and ending December 31, 2003, a Base Salary at the rate o