Exhibit
      10.1.

     

    PURCHASE
      AGREEMENT

     

    THIS
      PURCHASE AGREEMENT ("Agreement") is made as of October 26, 2007 by and among
      NEXMED, INC., a Nevada corporation (the "Company"), and TWIN RIVERS ASSOCIATES
      LLC, a California limited liability company ("Purchaser").

     

    
      RECITALS

    

    


    In
      consideration of the mutual promises made herein and for other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto agree as follows:

    


    1
      Definitions. In addition to those terms defined above and elsewhere in this
      Agreement, for the purposes of this Agreement, the following terms shall have
      the meanings here set forth:

    


    1.1.
      "Affiliate" means, with respect to any Person, any other Person which directly
      or indirectly controls, is controlled by, or is under common control with,
      such
      Person, where "control" means the possession, direct or indirect, of the power
      to direct or cause the direction of the management and policies of a Person,
      whether through the ownership of voting securities, by contract or
      otherwise.

    


    1.2.
      "Agreements" means this Agreement, the Registration Rights Agreement, the
      Subsidiary Guaranty, the Mortgage, the Environmental Compliance and
      Indemnification Agreement, the Note and the Warrant.

    


    1.3.
      The
      "Company" shall refer to the Company (as defined in the first paragraph hereof)
      together with its subsidiaries wherever applicable (including without limitation
      with respect to all representations of the Company unless the context otherwise
      requires).

    


    1.4.
      "Closing" means the consummation of the transactions contemplated by this
      Agreement, and "Closing Date" means the date of such Closing.

    


    1.5.
      “Environmental Compliance and Indemnification Agreement” means the agreement
      executed by the Company and the Operating Subsidiary dated as of October 26,
      2007 in the form attached as Exhibit G.

    


    1.6.
      "Material Adverse Effect" means a material adverse effect on the (i) condition
      (financial or otherwise), business, assets, or results of operations of the
      Company; (ii) ability of the Company to perform any of its material obligations
      under the terms of the Agreements; or (iii) material rights and remedies of
      a
      Purchaser under the terms of the Agreements.

    


    1.7.
      "Mortgage" means collectively, (i) the Mortgage, Security Agreement and
      Assignment of Leases and Rents relating to the property known as 89 Twin Rivers
      Drive, East Windsor, New Jersey executed by the Operating Subsidiary in favor
      of
      the Purchaser dated as of October 26, 2007, securing the Subsidiary Guaranty
      of
      the Note, and (ii) the Mortgage, Security Agreement and Assignment of Leases
      and
      Rents relating to the property known as 113 Milford Road, East Windsor, New
      Jersey executed by the Operating Subsidiary in favor of the Purchaser dated
      as
      of October 26, 2007, securing the Subsidiary Guaranty of the Note both in the
      form annexed hereto as Exhibit E.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    1.8. "Note"
      shall have the meaning set forth in Section 2.1(a).

    


    1.9.
      "Operating Subsidiary" means NexMed (U.S.A.), Inc., a Delaware corporation
      which
      is wholly-owned by the Company.

    


    1.10.
      "Person" means an individual, corporation, partnership, limited liability
      company, trust, business trust, association, joint stock company, joint venture,
      pool, syndicate, sole proprietorship, unincorporated organization, governmental
      authority or any other form of entity not specifically listed
      herein.

    


    1.11.
      "Purchase Price" shall have the meaning set forth in Section 2.1(a).


    


    1.12.
      “Registration Rights Agreement” means the agreement executed by the
      Company and the Purchaser dated as of October 26, 2007 in the form attached
      as
      Exhibit C.

    


    1.13.
      "SEC" means the U.S. Securities and Exchange Commission.

    


    1.14.
      "SEC Filings" means the Company's Annual Report on Form 10-K for the fiscal
      year
      ended December 31, 2006 and all other reports filed by the Company pursuant
      to
      the 1934 Act since December 31, 2006.

    


    1.15.
      "Securities" shall have the meaning set forth in Section 2.1(a).

    


    1.16.
      "Subsidiary Guaranty" means the Subsidiary Guaranty, in the form attached hereto
      as Exhibit D, executed by the Operating Subsidiary in favor of the Purchaser,
      guaranteeing the Company's obligations under the Note.

    


    1.17.
      "Underlying Shares" means the shares of Common Stock issued or issuable pursuant
      to the Warrant.

    


    1.18.
      "Warrant" shall have the meaning set forth in Section 2.1(a).

    


    1.19.
      "Warrant Shares" shall have the meaning set forth in Section
      2.1(a).

    


    1.20.
      "1933 Act" means the Securities Act of 1933, as amended, and the rules and
      regulations promulgated thereunder.

    


    1.21.
      "1934 Act" means the Securities Exchange Act of 1934, as amended, and the rules
      and regulations promulgated thereunder.

    


    2             
      Purchase
      and Sale of Note and Warrant. 

     

    2.1. Purchase
      and Sale.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    (a) The
      Company has authorized the sale and issuance to the Purchaser of (i) the Note
      due June 30, 2009, in an aggregate original principal amount of $3,000,000
      (the
      "Note") and (ii) warrants (the "Warrant") to purchase up to 450,000 shares
      (the
      "Warrant Shares") of the Company's common stock, par value $.001 per share
      (the
      "Common Stock"). The Note, the Warrants and the Warrant Shares are hereinafter
      called, collectively the "Securities." The aggregate purchase price (the
      "Purchase Price") for the Securities shall be $3,000,000. The Note and the
      Warrant shall be in the forms attached hereto, respectively as Exhibits A and
      B.

    


    (b) Subject
      to the terms and conditions of this Agreement, the Purchaser agrees to purchase
      at the Closing (as defined below), and the Company agrees to sell and issue
      to
      the Purchaser at the Closing the Securities at the aggregate purchase price
      equal to the Purchase Price.
      Each of the Company and the Purchaser shall become a party to this Agreement
      and
      shall have the respective rights and obligations hereunder.

     

    
      3                Closing.

    

     

    (a) Closing
      Procedure. The closing of the purchase and sale of the Securities shall take
      place at the offices of Katten Muchin Rosenman LLP, 575 Madison Avenue, New
      York, NY 10022, contemporaneously with the execution and delivery hereof by
      the
      Company and Purchaser of the executed definitive documents and cash (which
      time
      and place are designated as the "Closing").

    


    (b) At
      the
      Closing, the Company shall deliver to the Purchaser the Note and the Warrant
      against payment of the Purchase Price therefor by wire transfer of immediately
      available funds to an account designated by the Company.

     

    3.2
      Closing Date Deliveries.

     

    (a)
On
      the
      Closing Date, the Company shall deliver to the Purchaser:

     

    (i) Note
      in
      the form attached as Exhibit A;

    


    (ii) Warrant
      in the form attached as Exhibit B;

    


    (iii) The
      executed Registration Rights Agreement in the form attached as Exhibit
      C;

    


    (iv) The
      executed Subsidiary Guaranty in the form attached as Exhibit D and the executed
      and acknowledged Mortgage in the form attached as Exhibit E, in each case
      executed by the Operating Subsidiary;

    


    (v) The
      executed Environmental Compliance And Indemnification Agreement in a form
      attached as Exhibit G and executed by the Company and the Operating
      Subsidiary;

     

    (vi) The
      opinions of counsel referred to in Section 6.5 below; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (vii)
      A
      certificate of the Secretary of the Company and of the Operating Subsidiary
      (the
      "Secretary's Certificates"), in form and substance satisfactory to the
      Purchaser, certifying as follows:

     

    (A).
      that
      attached to the Secretary's Certificate is a true and complete copy of the
      Articles of Incorporation of the Company and the Operating Subsidiary, as
      amended, including any and all certificates of designation;

     

    (B).that
      a
      true copy of the Bylaws of the Company and the Operating Subsidiary, as amended
      to the Closing Date, is attached to the Secretary's Certificate;

     

    (C).
      that
      attached thereto are true and complete copies of the resolutions of the Board
      of
      Directors of the Company and of the Operating Subsidiary authorizing the
      execution, delivery and performance of this Agreement and the documents,
      instruments and certificates required to be executed by each in connection
      herewith and approving the consummation of the transactions in the manner
      contemplated hereby including, but not limited to, the authorization, execution,
      issuance, and delivery of this Agreement, the Warrant, the Note, the Mortgage,
      the Registration Rights Agreement, the Subsidiary Guaranty, and the
      Environmental Compliance And Indemnification Agreement;

     

    (D).the
      names
      and true signatures of the officers of the of the Company and of the Operating
      Subsidiary signing this Agreement and all other documents to be delivered in
      connection with this Agreement;

     

    (E).
      such
      other matters as required by this Agreement; and

     

    (F).
      such
      other matters as the Purchaser may reasonably request.

    


    (b) On
      the
      Closing Date, the Purchaser shall deliver to the Company:

    


    (i) The
      Purchase Price; and

    


    (ii) The
      executed Registration Rights Agreement.

    


    4                 
      Representations
      and Warranties of the Company. The Company hereby represents and warrants to
      the
      Purchaser that:

    


    4.1.
      Organization, Good Standing and Qualification. The Company is a corporation
      duly
      incorporated, validly existing and in good standing under the laws of Nevada
      and
      has all requisite corporate power and authority to carry on its business as
      now
      conducted and own its properties. The Company is duly qualified to do business
      as a foreign corporation and is in good standing in each jurisdiction in which
      the conduct of its business or its ownership or leasing of property makes such
      qualification or licensing necessary unless the failure to so qualify would
      not
      be reasonably likely to result in a Material Adverse Effect. All of the
      Company's subsidiaries are listed by name and jurisdiction on Schedule 4.1
      attached hereto. All subsidiaries are wholly-owned by the Company. The Operating
      Subsidiary is a wholly-owned subsidiary of the Company and owns all the
      Mortgaged Property (as defined in the Mortgage).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    4.2.
      Authorization. The Company has full power and authority and has taken all
      requisite action on the part of the Company, its officers, directors and
      stockholders necessary for (i) the authorization, execution and delivery of
      the
      Agreements, (ii) authorization of the performance of all obligations of the
      Company hereunder and under the Agreements, and (iii) the authorization,
      issuance (or reservation for issuance) and delivery of the Securities. The
      Agreements constitute the legal, valid and binding obligations of the Company,
      enforceable against the Company in accordance with their terms, subject to
      bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
      similar laws of general applicability, relating to or affecting creditors'
      rights generally.

    


    4.3.
      Valid Issuance of the Warrant Shares. The Warrant Shares have been duly
      authorized and validly reserved for issuance and upon issuance after payment
      of
      the exercise price in accordance with the Warrants, will be validly issued,
      fully paid and non-assessable, and will be free of restrictions on transfer
      other than restrictions on transfer under this Agreement and under applicable
      state and federal securities laws.

    


    4.4.
      No
      Material Adverse Change. Since December 31, 2006, except as disclosed and
      described in the Company's Annual Report on Form 10-K for the fiscal year ended
      December 31, 2006 and the Company's Form 10-Qs filed with the SEC for the fiscal
      quarters ending March 31, 2006 and June 30, 2006, or any other reports filed
      by
      the Company subsequent to such Form 10-K pursuant to the 1934 Act and filed
      prior to the date hereof, there has not been:

    


    (i) any
      declaration or payment of any dividend, or any authorization or payment of
      any
      distribution, on any of the capital stock of the Company, or any redemption
      or
      repurchase of any securities of the Company;

    


    (ii) any
      transaction entered into by the Company other than in the ordinary course of
      business; or

    


    (iii) any
      other
      event or condition of any character that may have a Material Adverse
      Effect.

    


    4.5.
      No
      Conflict, Breach, Violation or Default; Compliance with Law. The execution,
      delivery and performance of the Agreements by the Company and the issuance
      and
      sale of the Securities will not conflict with or result in a breach or violation
      of any of the terms and provisions of, or constitute a default under (i) the
      Company's Certificate of Incorporation (including any certificates of
      designation) or the Company's Bylaws, both as in effect on the date hereof
      (copies of which have been provided to the Purchaser before the date hereof),
      or
      (ii) except where it would not have a Material Adverse Effect, (A) any statute,
      rule, regulation or order of any governmental agency or body or any court,
      domestic or foreign, having jurisdiction over the Company or any of its
      properties, or (B) any agreement or instrument to which the Company is a party
      or by which the Company is bound or to which any of the properties of the
      Company is subject. Except where it would not have a Material Adverse Effect,
      the Company (i) is not in violation of any statute, rule or regulation
      applicable to the Company or its assets, (ii) is not in violation of any
      judgment, order or decree applicable to the Company or its assets, and (iii)
      is
      not in breach or violation of any agreement, note or instrument to which it
      or
      its assets are a party or are bound or subject. The Company has not received
      notice from any Person of any claim or investigation that, if adversely
      determined, would render the preceding sentence untrue or
      incomplete.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    4.6.
      Tax
      Returns, Payments and Elections. The Company has no tax liabilities other than
      tax liabilities that have arisen in the ordinary course of business and which
      are not past due or delinquent.

    


    4.7.
      Environmental Condition. The Company is not aware of any adverse environmental
      condition affecting the Mortgaged Property (as defined in the
      Mortgage).

    


    4.8.
      Certificates, Authorities and Permits. The Company possesses all certificates,
      authorities or permits issued by appropriate governmental agencies or bodies
      necessary to conduct the business now operated by it and has not received any
      notice of proceedings relating to the revocation or modification of any such
      certificate, authority or permit that, if determined adversely to the Company,
      would individually or in the aggregate have a Material Adverse
      Effect.

    


    4.9.
      Litigation. Except as disclosed in the SEC Filings, there are no pending
      actions, suits or proceedings against or affecting the Company or any of its
      properties that, if determined adversely to the Company, would individually
      or
      in the aggregate have a Material Adverse Effect or would materially and
      adversely affect the ability of the Company to perform its obligations under
      the
      Agreements, or which are otherwise material in the context of the sale of the
      Securities; and to the Company's knowledge, no such actions, suits or
      proceedings are threatened or contemplated.

    


    4.10.
      Insurance Coverage. The Company maintains in full force and effect insurance
      coverage that the Company reasonably believes to be adequate against all
      liabilities, claims and risks against which it is customary for comparably
      situated companies to insure.

    


    4.11.
      Brokers and Finders. Neither the Purchaser nor the Company shall have any
      liability or responsibility for the payment of any commission or any finder,
      agent, broker or consultant fee to any third party in connection with or
      resulting from this Agreement or the transactions contemplated by this Agreement
      by reason of any agreement of or action taken by the Company, and the Company
      shall not pay any such commission or fee.

    


    5             Representations
      and Warranties of the Purchaser. The Purchaser hereby represents and
      warrants to the Company that:

    


    5.1.
      Organization and Existence. The Purchaser is a validly existing limited
      liability company and has all requisite limited liability company power and
      authority to invest in the Securities pursuant to this
      Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    5.2.
      Conflicts. The execution and performance of the transactions contemplated by
      this Agreement and the Related Agreements by the Purchaser and the compliance
      with their respective provisions by the Purchaser will not (a) conflict with
      or
      violate the organizational and operational documents of the Purchaser, or (b)
      require on the part of the Purchaser any filing with, or any permit,
      authorization, consent or approval of any agency, bureau, commission, court,
      authority, department, official, political subdivision, tribunal or other
      instrumentality of any government so as to materially adversely effect on the
      ability of the Purchaser to complete the transactions contemplated by this
      Agreement, or (c) result in any violation or be in conflict with or constitute,
      with or without the passage of time or giving of notice, either a default under
      any mortgage,' indenture, agreement, instrument, judgment, order, writ, decree
      or contract or an event that would materially adversely effect the ability
      of
      the Purchaser to complete the transactions contemplated by this
      Agreement.

    


    5.3.
      Authorization. The execution, delivery and performance by the Purchaser of
      this
      Agreement and the Registration Rights Agreement have been duly authorized and
      this Agreement and the Registration Rights Agreement will each constitute the
      valid and legally binding obligation of the Purchaser, enforceable against
      the
      Purchaser in accordance with their terms, subject to bankruptcy, insolvency,
      fraudulent transfer, reorganization, moratorium and similar laws of general
      applicability, relating to or affecting creditors' rights
      generally.

    


    5.4.
      Reliance upon Purchaser's Representations. Purchaser understands that the
      Securities, at the time of issuance, may not be registered under the Securities
      Act on the ground that the sale provided for in this Agreement, and the issuance
      of such Securities hereunder, is exempt from registration under the 1933 Act
      pursuant to Section 4(2) thereof and Regulation D thereunder, and that the
      Company's reliance on such exemption is predicated on the Purchaser's
      representations set forth herein.

    


    5.5.
      Purchase Entirely for Own Account. The Securities to be received by the
      Purchaser hereunder will be acquired for the Purchaser's own account, not as
      nominee or agent, and not with a view to the resale or distribution of any
      part
      thereof in violation of securities laws, and the Purchaser has no present
      intention of selling, granting any participation in, or otherwise distributing
      the same in violation of securities laws. The Purchaser is not a registered
      broker dealer or an entity engaged in the business of being a broker
      dealer.

    


    5.6.
      Investment Experience; Economic Risk. Purchaser understands that an investment
      in the Securities involves substantial risks. Purchaser is experienced in
      evaluating and investing in private placement transactions of securities of
      similar companies and acknowledges that Purchaser is able to fend for itself.
      Purchaser has such knowledge and experience in financial and business matters
      that Purchaser is capable of evaluating the merits and risks of the investment
      in the Securities. Purchaser can bear the economic risk of Purchaser's
      investment and is able, without impairing Purchaser's financial condition,
      to
      hold the Securities for an indefinite period of time and to suffer a complete
      loss of Purchaser's investment.

    


    5.7.
      Disclosure of Information. The Purchaser has had an opportunity to receive
      documents related to the Company and to ask questions of and receive answers
      from the Company regarding the Company, its business and the terms and
      conditions of the offering of the Securities and has received and read the
      SEC
      Filings filed by the Company via the SEC's EDGAR system. Neither such inquiries
      nor any other due diligence investigation conducted by the Purchaser shall
      modify, amend or affect the Purchaser's right to rely on the Company's
      representations and warranties contained in this Agreement or made pursuant
      to
      this Agreement.

    


    5.8.
      Accredited Investor. Purchaser is an "accredited investor" as defined in Rule
      501 (a) of Regulation D promulgated under the 1933 Act.

     

    5.9.
      Residence. Purchaser represents and warrants that its principal place of
      business is in California.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5.10.
      Restricted Securities. Purchaser understands and agrees that the Securities
      are
      characterized as "restricted securities" under the federal securities laws
      inasmuch as they are being acquired from the Company in a transaction not
      involving a public offering and that under such federal securities laws and
      applicable regulations such Securities may be resold without registration under
      the 1933 Act only in certain limited circumstances. In this connection,
      Purchaser represents that it is aware of the current provisions of Rule 144
      promulgated under the 1933 Act which permit limited resale of securities
      purchased in a private placement subject to the satisfaction of certain
      conditions, including, among other things, the existence of a public market
      for
      the securities, the availability of certain current public information about
      the
      Company, the resale occurring not less than one year after a party has purchased
      and paid for the security to be sold, the sale being effected through a
      "broker's transaction" or in transactions directly with a "market maker" and
      the
      number of shares being sold during any three month period not exceeding
      specified limitations. The Purchaser understands that the Note, the Warrant
      and
      any Warrant Shares or securities issued in respect of or exchange for the Note
      or Warrant Shares, may bear a legend substantially to the following effect
      (except that the Warrant Shares shall not bear such legend if a registration
      statement for such shares has been filed and declared effective for the Warrant
      Shares prior to their issuance):

    


    "THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND
      MAY
      NOT BE SOLD OR TRANSFERRED UNLESS THE REGISTRATION PROVISIONS OF THE SAID ACT
      AND APPLICABLE STATE SECURITIES LAWS HAVE BEEN COMPLIED WITH OR UNLESS
      COMPLIANCE WITH SUCH PROVISIONS IS NOT REQUIRED"

    


    The
      Securities may not be transferred by Purchaser unless either (i) they have
      been
      registered under the 1933 Act or (ii) registration is not required under the
      1933 Act for the transfer of such Securities.

     

    5.11.
      No
      General Solicitation. The Purchaser did not learn of the investment in the
      Securities as a result of any public advertising or general
      solicitation.

     

    5.12.
      Brokers or Finders. The Purchaser has not, and will not, incur, directly or
      indirectly, as a result of any action taken by Purchaser, any liability for
      brokerage or finders' fees or agents' commissions or any similar charges in
      connection with this Agreement.

    


    6.            
      Covenants
      and Agreements of the Company.

    


    6.1.
      Note. On or prior to the Closing, the Company shall have executed and delivered
      to Purchaser the Note.

    


    6.2.
      Warrant. On or prior to the Closing, the Company shall have executed and
      delivered to Purchaser the Warrant.

    


    6.3.
      Subsidiary Guaranty. On or prior to the Closing, the Company shall assure that
      the Operating Subsidiary has executed and delivered to Purchaser the Subsidiary
      Guaranty.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    6.4.
      Mortgage. On or prior to the Closing, the Company shall assure that the
      Operating Subsidiary has executed and delivered to Purchaser the
      Mortgage.

    


    6.5
      Environmental Compliance and Indemnification Agreement. On or prior to Closing,
      the Company shall have executed and delivered the Environmental Compliance
      and
      Indemnification Agreement and shall assure that the Operating Subsidiary has
      executed and delivered the same.

    


    6.6.
      Registration Rights Agreement. On or prior to Closing, the Company shall have
      executed and delivered to the Purchaser the Registration Rights
      Agreement.

    


    6.7.
      Opinions of Counsel. On or prior to the Closing, the Company shall have
      delivered to the Purchaser the opinions of legal counsel to the Company
      substantially in the form attached hereto as Exhibits F(1), F(2), and
      F(3).

    


    6.8.
      Registration. The Company will file a registration statement to register the
      re-sale of the shares of Common Stock underlying all the Warrant Shares on
      or
      before November 30, 2007.

    


    7.            
      Conditions
      to Closing of Company

    


    7.1. Representations
      and Warranties. All representations and warranties of Purchaser contained in
      this Agreement shall be true and correct as of the Closing.

    


    7.2.
      Payment of Purchase Price. The Company shall have received payment of the
      Purchase Price from the Purchaser.

    


    8.            
      Conditions
      to Closing of Purchaser

     

    8.1. Representations
      and Warranties. All representations and warranties of Company contained in
      this
      Agreement shall be true and correct as of the Closing.

    


    8.2.
      Property Survey. The Purchaser shall have received a current survey of the
      Mortgaged Property (as defined in the Mortgage) from the Company, acceptable
      to
      and certified to the Purchaser.

    


    8.3.
      Title Insurance. The Company shall have obtained, paid for and delivered to
      the
      Purchaser a commitment for the issuance of title insurance for the Purchaser
      insuring the Mortgage, subject only to those exceptions reasonably acceptable
      to
      the Purchaser.

    


    8.4
      Environmental Assessment. The Purchaser shall have obtained a Phase I
      Environmental assessment of the Mortgaged Property, acceptable to the
      Purchaser.

    


    8.5
      Appraisal. The Purchaser shall have obtained an appraisal of the Mortgaged
      Property acceptable to the Purchaser.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    9.             
      Survival.
      All representations and warranties contained in this Agreement shall be deemed
      to be representations and warranties as of the date hereof and shall survive
      the
      execution and delivery of this Agreement and terminate two years from the date
      of this Agreement except that the representations made in Section 4.6 shall
      survive for a period equal to the applicable statute of
      limitations.

    


    10.            Miscellaneous.

    


    10.1.
      Successors and Assigns. This Agreement may not be assigned by a party hereto
      without the prior written consent of the other parties hereto which consent
      may
      not be unreasonably withheld or delayed. The terms and conditions of this
      Agreement shall inure to the benefit of and be binding upon the respective
      permitted successors and assigns of the parties. Nothing in this Agreement,
      express or implied, is intended to confer upon any party other than the parties
      hereto or their respective successors and assigns any rights, remedies,
      obligations, or liabilities under or by reason of this Agreement, except as
      expressly provided in this Agreement.

    


    10.2.
      Counterparts. This Agreement may be executed in two or more counterparts, each
      of which shall be deemed an original, but all of which together shall constitute
      one and the same instrument. This Agreement may be executed by
      facsimile.

    


    10.3.
      Titles and Subtitles. The titles and subtitles used in this Agreement are used
      for convenience only and are not to be considered in construing or interpreting
      this Agreement.

    


    10.4.
      Notices. Unless otherwise provided, any notice required or permitted under
      this
      Agreement shall be given in writing and shall be deemed effectively given only
      by delivery to each party to be notified by (i) personal delivery, (ii) telex
      or
      telecopier, provided it is sent with electronic confirmation of complete
      transmittal, or (iii) an internationally recognized overnight air courier,
      addressed to the party to be notified at the address as follows, or at such
      other address as such party may designate by ten days' advance written notice
      to
      the other party:

    


    If
      to the
      Company:

    


    NexMed,
      Inc.

    89
      Twin
      Rivers Drive

    East
      Windsor, NJ 08520

    Phone:
      (609) 371-8123

    Fax:
      (609) 426-0340

    Attention:
      Chief Financial Officer

    


    With
      a
      copy to:

    


    Katten
      Muchin Rosenman LLP 

    575
      Madison Avenue

    New
      York,
      New York 10022 

    Phone:
      (212) 940-6380

    Fax:
      (212) 940-8776

    Attention:
      Robert L. Kohl, Esq.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    If
      to the
      Purchaser: 

    


    Twin
      Rivers Associates LLC

    7
      Parkside Way

    Greenbrae,
      CA 94904

    Attn:
      Charles Duck Jr.

     
      Managing Member

     

    With
      a
      copy to:

    


    Oxman
      Tulis Kirkpatrick Whyatt & Geiger LLP 

    120
      Bloomingdale Road

    White
      Plains, New York 10605

    Phone:
      (914) 422-3900

    Fax:
      (914) 422-3636

    Attention:
      Thomas M. Geiger, Esq.

    


    Any
      notice or other communication or deliveries hereunder shall be deemed delivered
      (i) upon receipt, if delivered personally, (ii) if sent by facsimile, upon
      receipt if received on a Business Day prior to 5:00 p.m. (Eastern Time), or on
      the first Business Day following such receipt if received on a Business Day
      after 5:00 p.m. (Eastern Time) or (iii) two (2) Business Days following deposit
      with an internationally recognized overnight courier service.

    


    10.5.
      Expenses.

    


    (a)
      The
      parties hereto shall pay their own costs and expenses in connection herewith,
      except that the Company shall reimburse the Purchaser up to $10,000 for legal
      expenses, up to $10,000 for the cost of a Phase I Environmental Assessment,
      and
      the cost of an appraisal of the Mortgaged Property (as defined in the Mortgage)
      incurred in connection herewith, and the Company will reimburse the Purchaser
      for the cost of a Phase II Environmental Assessment of the Mortgaged Property
      if
      the Phase I Environmental Assessment of the Mortgaged Property recommends that
      a
      Phase II Environmental Assessment be (and is) performed, all of which shall
      be
      paid upon Closing. Purchaser shall present invoices to the Company in support
      of
      actual expenses paid.

    


    10.6.
      Amendments and Waivers. Any term of this Agreement may be amended and the
      observance of any term of this Agreement may be waived (either generally or
      in a
      particular instance and either retroactively or prospectively) upon prior
      written consent by both parties, provided, however, that any such amendment
      or
      waiver effected in accordance with this paragraph shall be binding upon each
      holder of any Securities purchased under this Agreement at the time outstanding,
      each future holder of all such securities, and the Company.

    


    10.7.
      Severability. If one or more provisions of this Agreement are held to be
      unenforceable under applicable law, such provision shall be excluded from this
      Agreement and the balance of this Agreement shall be interpreted as if such
      provision were so excluded and shall be enforceable in accordance with its
      terms.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    10.8.
      Entire Agreement. This Agreement, including the Exhibits and Schedules hereto,
      and the Registration Rights Agreement, the Note, the Warrant, the Subsidiary
      Guaranty, the Mortgage and other documents contemplated hereby constitute the
      entire agreement among the parties hereof with respect to the subject matter
      hereof and thereof and supersede all prior agreements and understandings, both
      oral and written, between the parties with respect to the subject matter
      hereof.

     

    10.9.
      Further Assurances. The parties shall execute and deliver all such further
      instruments and documents and take all such other actions as may reasonably
      be
      required to carry out the transactions contemplated hereby and to evidence
      the
      fulfillment of the agreements herein contained.

    


    10.10.
      Applicable Law. This Agreement shall be governed by, and construed in accordance
      with, the laws of the State of New Jersey without regard to principles of
      conflicts of laws.

    


    10.11.
      Jurisdiction. The parties hereby agree that all actions or proceedings arising
      directly or indirectly from or in connection with this Agreement shall be
      litigated only in the Supreme Court of the State of New York or the United
      States District Court for the Southern District of New York located in New
      York
      County, New York. The parties consent to the jurisdiction and venue of the
      foregoing courts and consent that any process or notice of motion or other
      application to either of said courts or a judge thereof may be served inside
      or
      outside the State of New York or the Southern District of New York by registered
      mail, return receipt requested, directed to the party being served at its
      address set forth in this Agreement (and service so made shall be deemed
      complete three (3) days after the same has been posted as aforesaid) or by
      personal service or in such other manner as may be permissible under the rules
      of said courts. The Company and the Purchaser hereby waive any right to a jury
      trial in connection with any litigation pursuant to this Agreement or the other
      Agreements.

    


    10.12.
      Telecopy Execution and Delivery. A facsimile, telecopy or other reproduction
      of
      this Agreement may be executed by one or more parties to this Agreement, and
      an
      executed copy of this Agreement may be delivered by one or more parties to
      this
      Agreement by facsimile or similar electronic transmission device pursuant to
      which the signature of or on behalf of such party can be seen, and such
      execution and delivery shall be considered valid, binding and effective for
      all
      purposes. At the request of any party to this Agreement, all parties to this
      Agreement agree to execute an original of this Agreement as well as any
      facsimile, telecopy or other reproduction of this Agreement.

    


    10.13.
      No
      Jury Trial. The Company and the Purchaser, knowingly and voluntarily waive
      any
      and all rights they may have to a trial by jury with respect to any litigation
      based on, or arising out of, under, or in connection with, this Purchase
      Agreement and for any counterclaim therein.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

     

    
      	 	 	 
	
              THE
                COMPANY: 

            	NEXMED, INC.
	 
 	 
 	
 
	 	By:  	/s/ Mark Westgate
	 	
              
Mark
              Westgate
	 	Vice President and Chief Financial
              Officer


    

    

      	 	 	 
	
              THE
                PURCHASER:

            	TWIN RIVERS ASSOCIATES
              LLC
	 
 	 
 	 
 
	 	By:  	/s/ Charles Duck Jr.
	 	
              
Charles
              Duck Jr.
	 	
              Managing
                Member