Pacific Orient Capital Inc. Amends Letter of Intent for Its Qualifying Transaction

Pacific Orient Capital Inc. (TSX VENTURE:AAQ.P) (the "Company"), a Capital Pool
Company, announced today that it has amended the non-binding letter of intent
(the LOI") concerning its proposed qualifying transaction previously announced
by the Company on April 9, 2010 pursuant to the policies of the TSX Venture
Exchange Inc. (the "Exchange").


The LOI was originally entered into by Company, AlphaRx, Inc. ("ARI") and
AlphaRx Canada Limited ("ACL"). The LOI has been amended by adding AlphaRx
International Holdings Limited ("AIH") as a party and by amending the terms of
the qualifying transaction as such term is defined by Policy 2.4 of the Exchange
(the "QT").


The QT is to be completed by (a) the acquisition of ACL by way of share exchange
through the issuance of one common share of the Company for every one common
share of ACL at a deemed price of $0.40 per share; and (b) the acquisition by
the Company of a licence from AIH to commercialize the prescription drug
Indaflex in Mexico and Asia for 8,250,000 common shares of the Company (the
"Transaction"). The Company has advanced ACL $25,000 on a non-refundable basis.


ARI has agreed to assume approximately $1,450,000 of the debts owing by ACL, an
increase from the $830,000 which ARI had previously agreed to assume.


ACL will conduct a brokered private placement (the "Proposed Financing") to
raise a minimum of $1,040,000, and a maximum of $1,500,000, by the issuance of
common shares at $0.40 per share. Completion of the Proposed Financing is a
condition of closing of the Transaction. The securities issued by ACL under the
Proposed Financing will be exchanged for common shares of the Company on a
1-for-1 basis. Mackie Research Capital Corporation has agreed to act as lead
agent in connection with the Proposed Financing. The agent will receive a cash
commission equal to 10% of the gross proceeds raised, and agent options to
purchase common shares of ACL equal to 10% of the number of common shares issued
in connection with the Proposed Financing. The agent's option is exercisable at
$0.40 per share within 24 months following closing of the Proposed Financing.
The agent is also entitled to a non-refundable due diligence and administration
fee of $40,000; provided that if an exemption from the sponsorship requirement
is available in connection with the qualifying transaction, the fee will be
reduced to $30,000. The agent is also entitled to reimbursement of its expenses
in connection with the Proposed Financing.


ARI has nine pharmaceutical products which are at various stages of development.
The most advanced of these is Indaflex, a topical non-steroidal
anti-inflammatory drug formulation intended to be used in the treatment of
arthritis. ARI intends to grant AIH (an 80% subsidiary of AIR) a licence to
commercialize Indaflex in Mexico and Asia. AIH, in turn, intends to sell that
licence to the Company for 8,250,000 common shares of the Company at a deemed
price of $0.40 per share. All of the shares issued by the Company to AIH will be
subject to escrow provisions under the policies of the Exchange.


Assuming completion of the minimum Proposed Financing, following completion of
the Transaction 8,250,000 (62.26%) of the outstanding shares in the Company will
be owned by AIH, 3,000,000 (22.64%) of the outstanding shares in the Company
will be owned by participants in the Proposed Financing and the 2,000,000 shares
now outstanding in the Company will represent 15.10% of the outstanding shares
in the Company.


Completion of the proposed Transaction is conditional on the execution of a
definitive agreement to be negotiated among the parties, the satisfactory
completion of due diligence, Exchange acceptance and the satisfaction of the
minimum listing requirements of the Exchange.


The Transaction is not a Non-Arm's Length Qualifying Transaction pursuant to the
policies of the Exchange and the Transaction will not be subject to approval of
the shareholders of the Company.


The Company announced that Marcel Urbanc has resigned as the Chief Financial
Officer of ARI and will not be the Chief Financial Officer of the Company
following the QT. Instead, Daniel Donn, CA, a director of the Company, is to be
appointed as the Chief Financial Officer of the Company following the QT.


The Company intends to seek an exemption from the requirement to appoint a
sponsor in connection with the QT.


Completion of the transaction or QT is subject to a number of conditions,
including but not limited to, Exchange acceptance and if applicable pursuant to
Exchange Requirements, majority of the minority shareholder approval. Where
applicable, the transaction or QT cannot close until the required shareholder
approval is obtained. There can be no assurance that the transaction will be
completed as proposed or at all.


Investors are cautioned that, except as disclosed in the management information
circular or filing statement to be prepared by connection with the Transaction,
any information released or received with respect to the transaction may not be
accurate or complete and should not be relied upon. Trading in the securities of
a capital pool company should be considered highly speculative.


The TSX Venture Exchange Inc. has in no way passed upon the merits of the
proposed transaction or QT and has neither approved nor disapproved the contents
of this press release.


Certain information in this press release may contain forward-looking
statements. This information is based on current expectations that are subject
to significant risks and uncertainties that are difficult to predict. Actual
results might differ materially from results suggested in any forward-looking
statements. The Company and ACL assume no obligation to update the
forward-looking statements, or to update the reasons why actual results could
differ from those reflected in the forward looking-statements unless and until
required by securities laws applicable to the Company and ACL. Additional
information identifying risks and uncertainties is contained in filings by the
Company with Canadian securities regulators, which filings are available under
the Corporation's profile at www.sedar.com.


This press release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the securities in any State in
which such offer, solicitation or sale would be unlawful. The securities have
not been registered under the United States Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements.