Exhibit
      10.2

     

    THIS
      SECURITY HAS 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.

     

    NEXMED,
      INC.

     

    8.0%
      Senior Secured Note

     

    Due
      June 30, 2009

     

    New
      York,
      NY 

    October
      26,
      2007

     

    FOR
      VALUE
      RECEIVED, the undersigned, NEXMED, INC., a Nevada corporation (the
      "Company"),
      hereby promises to pay to TWIN RIVERS ASSOCIATES LLC, or its registered assigns,
      the principal
      sum of THREE MILLION DOLLARS AND ZERO CENTS ($3,000,000.00), or so much
      thereof as shall not have been prepaid, on June 30, 2009 (the "Maturity
      Date"),
      with
      interest (computed on the basis of a 360-day year of twelve 30-day months)
      on
      the principal amount hereof from
      time
      to time outstanding and unpaid (the "Interest"),
      payable as provided in the next succeeding
      paragraph hereof, at the rate of 8.0% per annum from the date of issuance hereof
      (being the date
      first written above, or the most recent date to which interest has been paid
      hereon), to the date on which said principal amount shall be paid in
      full.

     

    The
      Company shall pay interest (a) quarterly, commencing on January 1, 2008, and
      until
      the
      date on which the principal of and all accrued and unpaid interest on this
      Note
      shall be paid in
      full,
      (b) on the Maturity Date, and (c) upon the payment or prepayment of any
      principal owing under this Note (but only on the principal amount so prepaid
      or
      paid). If the first day of the calendar month on which Interest is due is not
      a
      Business Day, then such day for payment of Interest shall be the next succeeding
      Business Day and interest shall accrue by reason of such extension.

     

    The
      principal of this Note may be prepaid, in whole or ratably in part, at any
      time
upon
      not
      less than five (5) nor more than twenty (20) days' prior written notice to
      the
      holder hereof, together
      with all interest then accrued and unpaid thereon (or on the portion thereof
      being so prepaid,
      as the case may be), but without premium or penalty.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    All
      cash
      payments
      shall be in such coin or currency of the United States of America as at the
      time
      of payment shall be legal tender for payment of public and private
      debts.

     

    For
      purposes hereof the following terms shall have the meanings ascribed to them
      below:

     

    "Bankruptcy
      Event"
      means
      any of the following events: (a) the Company or any subsidiary
      commences a case or other proceeding under any bankruptcy, reorganization,
      arrangement, adjustment
      of debt, relief of debtors, dissolution, insolvency or liquidation or similar
      law of any jurisdiction
      relating to the Company or any subsidiary thereof; (b) there is commenced
      against the Company or any subsidiary any such case or proceeding that is not
      dismissed within 60 days after commencement; (c) the Company or any subsidiary
      is adjudicated insolvent or bankrupt or any order of relief
      or
      other order approving any such case or proceeding is entered; (d) the Company
      or
      any subsidiary suffers
      any appointment of any custodian or the like for it or any substantial part
      of
      its property that is not discharged
      or stayed within 60 days; (e) the Company or any subsidiary makes a general
      assignment for the
      benefit of creditors; (f) the Company or any subsidiary fails to pay, or states
      that it is unable to pay or is unable
      to
      pay, its debts generally as they become due; or (g) the Company or any
      subsidiary, by any act or failure
      to act, expressly indicates its consent to, approval of or acquiescence in
      any
      of the foregoing or takes any corporate or other action for the purpose of
      effecting any of the foregoing.

     

    "Business
      Day"
      shall
      mean any day other than a Saturday, Sunday or a day on which commercial
      banks in the City of New York are authorized or required by law or executive
      order to remain closed.

     

    “Environmental
      Compliance and Indemnification Agreement”
means
      the agreement, dated October 26, 2007, executed by the Company and the Operating
      Subsidiary providing an environmental indemnity to Twin Rivers Associates
      LLC.

     

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

     

    “Purchase
      Agreement”
means
      the agreement, dated as of October 26, 2007, between the Company and Twin River
      Associates LLC, providing for the issuance of this Note.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    “Subsidiary
      Guaranty”
means
      the guaranty, dated as of October 26, 2007, executed by NexMed (U.S.A.), Inc.
      in
      favor of Twin River Associates LLC.

     

    The
      Company's obligations under this Note are guaranteed by the Operating Subsidiary
      pursuant to the Subsidiary Guaranty and the Operating Subsidiary's obligations
      under the Subsidiary Guaranty
      are secured by the Mortgaged Property (as defined in the Mortgages) pursuant
      to
      the terms of the
      two
      mortgages made by NexMed (USA), Inc. to Twin Rivers Associates LLC dated October
      26, 2007 one mortgage relating to property known as 113 Milford Road, East
      Windsor, New Jersey and the other mortgage relating to property known as 89
      Twin
      Rivers Drive, East Windsor, New Jersey (collectively, the “Mortgages”).

     

    An
      "Event
      of Default"
      is:

     

    (i) a
      default
      in payment of the principal amount of this Note on or after the Maturity Date,
      which default continues for five (5) Business Days after written notice of
      such
      non-payment
      has been received by the Company, or a default in payment of Interest on this
      Note on or after the date such payment is due, which default continues for
      five
      (5) Business Days after written notice
      of
      such non-payment has been received by the Company;

     

    (ii) failure
      by the Company or the Operating Subsidiary for thirty (30) days after
written
      notice has been received by the Company to comply with any material provision
      of
      any of this
      Note, the Subsidiary Guaranty, the Environmental Compliance and Indemnification
      Agreement, or either of the Mortgages;

     

     
       (iii) the
      Subsidiary Guaranty or either of the Mortgages ceases to be in full force and
      effect (including
      failure to create a valid and perfected first priority lien on and security
      interest in any of the Mortgaged
      Property (as defined in the Mortgages) at any time for any reason;

     

    (iv) any
      material adverse change in the condition, value or operation of a material
      portion of the Mortgaged Property;

     

    (v) the
      dissolution or termination of the Company or the Operating Subsidiary as
a
      going
      concern; 

     

    (vi) if
      the
      Company or the Operating Subsidiary are subject to any Bankruptcy
      Event.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Upon
      the
      occurrence and during the continuation of any Event of Default, the outstanding
      principal amount of this Note, and to the extent permitted by applicable law,
      any Interest
      payments thereon not paid when due, and any fees and other amounts then due
      and
      payable hereunder,
      shall thereafter bear interest (including post-petition interest in any
      bankruptcy proceeding
      under Title 11 of the United States Code or other applicable insolvency laws)
      payable in cash
      at a
      rate of 13% per annum (computed on the basis of a 360-day year of twelve 30-day
      months).
      Payment or acceptance of the increased rates of interest is not a permitted
      alternative to timely payment and shall not constitute a waiver of any Event
      of
      Default or otherwise prejudice or limit
      any
      rights or remedies under the Purchase Agreement. The maximum rate of interest,
      including
      default interest, charged hereunder shall not exceed the highest rate permitted
      by law. Upon the occurrence of any Event of Default, at the option of the holder
      of this Note, the entire principal amount of this Note, together with all
      interest accrued thereon, shall immediately become due and payable in full;
      failure to exercise this option shall not constitute a waiver of the right
      to
      exercise same in the event of the occurrence of any subsequent Event of Default.


     

    This
      Note
      shall be governed by and construed in accordance with the laws of the
State
      of
      New Jersey. The Company irrevocably submits to the exclusive jurisdiction of
      any
      state or federal court sitting in or for the State of New Jersey, County of
      Mercer, over any suit, action or proceeding arising out of or relating to this
      Note. The Company irrevocably waives, to the fullest extent permitted by law,
      any objection which it may now or hereafter have to the laying of the venue
      of
      any such suit, action, or proceeding brought in such a court and any claim
      that
      suit, action, or proceeding has been brought in an inconvenient
      forum.

     

    The
      holder of this Note may, without notice and without releasing liability of
      any
      party hereto, grant extensions or renewals hereof from time to time and for
      any
      term or terms, add or release one of more parties hereto, acquire additional
      security, or release any security in whole or in part, release or make changes
      to the Subsidiary Guaranty, or release the Mortgaged Property from the lien
      of
      the Mortgages. The holder hereof shall not be liable for or prejudiced by
      failure to collect or for lack of diligence in bringing suit on this Note or
      on
      any renewal or extension hereof.

     

    Presentment
      for payment, notice of dishonor, protest and notice of protest are hereby
      waived. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    No
      failure by the holder of this Note to exercise, and no delay in exercising,
      any
      right or remedy hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise by such holder of any right or remedy hereunder
      preclude any other or further exercise thereof or the exercise of any other
      right or remedy. The rights and remedies of the holder hereof as herein
      specified are cumulative and not exclusive of any other rights or remedies
      with
      such holder may otherwise have.

     

    In
      the
      event that it shall become necessary for the holder of this Note to employ
      counsel to collect this Note, the Company also agrees to pay to the holder
      of
      this Note all reasonable attorney’s fees of the holder of this Note for the
      services of such counsel and all reasonable expenses related to such collection,
      whether or not suit be brought.

     

    The
      Company and, by acceptance of the benefits hereof, the holder of this Note,
      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 Note and for any counterclaim therein. 

     

    This
      Note
      may not be changed or terminated orally.

     

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