2000 STOCK OPTION PLAN
The ALPHARX, INC. 2000 STOCK OPTION PLAN (the "Plan") is intended to provide the employees,
directors, independent contractors and consultants of AlphaRx, Inc. (the "Company") with an added incentive to
continue their services to the Company and to induce them to exert their maximum efforts toward the Company's
success. By thus encouraging employees, directors, independent contractors and consultants and promoting their
continued association with the Company, the Plan may be expected to benefit the Company and its Shareholders.
The Plan allows the Company to grant Incentive Stock options ("ISOs") (as defined in Section 422(b) of the
Internal Revenue Code of 1986, as amended [the "Code"]), Non-Qualified Stock Options ("NQSOs") not
intended to qualify under
Section 422(b) of the Code, Stock Appreciation Rights ("SARs") and Stock Depreciation Rights ("SDRs")
(collectively the "Options").
2. Shares Subject to the Plan.
The total number of shares of Common Stock of the Company, $.001 par value per share (the "Common
Stock"), that may be subject to Options granted under the Plan shall be 800,000 in the aggregate, subject to
adjustment as provided in Paragraph 8 of the Plan; however, the grant of any NQSO to an employee together
with a tandem SAR or SDR shall only require one share of Common Stock available subject to the Plan to satisfy
such joint Option. The Company shall at all times while the Plan is in force reserve such number of shares of
Common Stock as will be sufficient to satisfy the requirement of outstanding Options granted under the Plan. In
the event any Option granted under the Plan shall expire or terminate for any reason without having been
exercised in full or shall cease for any reason to be exercisable in whole or in part, the unpurchased shares
subject thereto shall again be available for granting of Options under the Plan.
ISO's may be granted from time to time under the Plan to one or