FIRST AMENDMENT

Exhibit 10.1

FIRST AMENDMENT

TO "MANUFACTURING AND DISTRIBUTION LICENSE AGREEMENT"

This First Amendment is dated 22nd June 2005, and is made between AlphaRx International Holdings Limited ("AIH"), a corporation incorporated under the laws of the British Virgin Islands, and having its principal place of business at Unit A, 19/F Sang Woo Building, Nos. 227-228, Gloucester Road, Causeway Bay, Hong Kong and Alpha AP Inc. ("AAP"), a corporation incorporated under the laws of the British Virgin Islands, and having its principal office c/o Advance Pharmaceutical Co., Ltd., 2/F, 12 Dai Fu Street, Tai Po Industrial Estate, Tai Po, New Territories, Hong Kong.

WHEREAS AIH and AAP are parties to a Manufacturing And Distribution License Agreement, dated 22 ^nd April, 2005 (hereafter the "Agreement");

WHEREAS AIH and AAP wish to amend the Agreement in accordance with the terms and conditions of