Exhibit
      4.1

     

    NEITHER
      THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      OR APPLICABLE STATE SECURITIES LAWS AND NEITHER THIS WARRANT
      NOR THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY 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.

     

    October
      26, 2007

    NEXMED,
      INC.

     

    COMMON
      STOCK PURCHASE WARRANT

     

    This
      Warrant (the "Warrant")
      entitles
      TWIN
      RIVERS ASSOCIATES LLC,
      a
      California limited liability company, including any permitted assigns,
      the "Holder"),
      for
      value
      received, to purchase from NEXMED,
      INC., a
      Nevada
      corporation, at
      any
      time and from time to time, all or any portion of the vested Warrant Shares
      at
      the Exercise Price,
      subject to the terms and conditions set forth herein, as follows: As to the
      Original Warrants, during
      the period beginning at 5:00 p.m. on the Initial Exercise Date to 5:00 p.m.,
      Eastern time, on the Expiration Date; and as to any Additional Warrants during
      the period beginning at 5:00 p.m. on the
      Subsequent Exercise Date to 5:00 p.m., Eastern time, on the Expiration Date,
      at
      which times the Original Warrants and the Additional Warrants shall expire
      and
      become void. This Warrant also is subject to the following terms and
      conditions:

     

    1.
      Definitions.
      As
      used
      in this Warrant, the following terms shall have the respective meanings
      set forth below or elsewhere in this Warrant as referred to below:

     

    "Additional
      Warrant Shares" means shares of Common Stock issuable upon exercise of the
      Additional Warrants.

     

    "Additional
      Warrants" means the warrants to purchase 100,000 shares of Common Stock
which
      may
      become exercisable as provided in Section
      2.1 hereof.

     

    "Affiliate"
      of any Person means any Person that, directly or indirectly, through one or
      more
intermediaries,
      controls, is controlled by, or is under common control with, such Person, as
      such terms
      are
      used and construed under Rule 144 of the Securities Act of 1933, as
      amended.

     

    "Closing
      Date" means the date of the closing of the transactions contemplated under
      the
Purchase
      Agreement.

     

    "Common
      Stock" means the common stock, $.001 par value per share, of the Company
(including
      any securities into which or for which such shares may be exchanged for, or
      converted into,
      pursuant to any stock dividend, stock split, stock combination,
      recapitalization, reclassification, reorganization or other similar
      event).

     

    "Company"
      means NexMed, Inc., a Nevada corporation.

     

    "Exercise
      Price"
      means, as applicable and as adjusted from time to time pursuant to the terms
      of
      this Warrant, a price per share equal to $1.52, which is 103% of the closing
      price of the Common Stock on the day immediately prior to the Closing
      Date.

     

    "Expiration
      Date" means October 26, 2012.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Fair
      Market Value" shall mean the value determined by the Company's Board of
      Directors in good faith; provided, however, that where there exists a public
      market for the Common Stock at the time
      of
      such exercise, the fair market value per shall be the average of the closing
      bid
      and asked prices
      of
      the Common Stock quoted in the Over-The-Counter Market or the last reported
      sale
      price of the Common Stock or the closing price quoted on the Nasdaq Capital
      Market or on any exchange on which the Common Stock is listed, whichever is
      applicable, as published in The Wall Street Journal for the five trading days
      prior to the date of determination of Fair Market Value.

     

    "Holder"
      has the meaning set forth in the preamble of this Warrant. 

     

    "Initial
      Exercise Date" means October 26, 2007.

     

    "Original
      Warrant Shares" means shares of Common Stock issuable upon exercise of the
      Original Warrants.

     

    "Original
      Warrants" means warrants to purchase 350,000 shares of Common
      Stock.

     

    "Person"
      (whether or not capitalized) means an individual, entity, partnership, limited
      liability company,
      corporation, association, trust, joint venture, unincorporated organization,
      and
      any government,
      governmental department or agency or political subdivision thereof.

     

    "Purchase
      Agreement" means that certain Purchase Agreement dated October 26, 2007, by
      and
      between the Company and Twin Rivers Associates LLC.

     

    "SEC"
      means the Securities and Exchange Commission.

     

    "Subsequent
      Exercise Date" means the date on which any Additional Warrants become
      exercisable, as provided in Section
      2.1
      hereof

     

    "Warrant
      Shares" means the Original Warrant Shares and/or the Additional Warrant Shares,
      as
      the
      context requires.

     

    2.
      Exercise
      of Warrant

     

     2.1.
      Additional
      Warrants. If
      the
      Company has not prepaid in full the principal amount of the Note (as defined
      in
      the Purchase Agreement) by October 26, 2008, then the Additional Warrants shall
      become exercisable on that date (the "Subsequent Exercise Date") and shall
      remain exercisable until the Expiration Date.

     

     2.2. Method
      of Exercise; Vesting. Subject
      to all of the terms and conditions hereof, this
      Warrant may be exercised in whole or in part, at any time and from time to
      time
      as follows: the Original Warrants may be exercised during the period commencing
      on the Initial Exercise Date and ending on the Expiration Date and any
      Additional Warrants may be exercised during the period commencing
      on the Subsequent Exercise Date and ending on the Expiration Date. Exercise
      shall be by
      presentation and surrender to the Company at its principal office of this
      Warrant and the notice and
      subscription form annexed hereto, executed by the Holder, which shall indicate
      the number of shares
      for which the Holder intends to exercise this Warrant, together with payment
      to
      the Company in
      accordance with Section
      3 hereof
      in
      an amount equal to the product of the Exercise Price multiplied
      by the number of Warrant Shares being purchased upon such exercise. Upon and
      as
      of receipt
      by the Company of such properly completed and duly executed notice and
      subscription form accompanied
      by payment as herein provided, the Holder shall be deemed to be the Holder
      of
      record of
      the
      Warrant Shares issuable upon such exercise, notwithstanding that the stock
      transfer books of the
      Company shall then be closed or that certificates representing such Warrant
      Shares shall not then actually be, or have been, delivered to the
      Holder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     2.3.
      Delivery
      of Stock Certificates on Exercise. As
      soon
      as practicable after the exercise
      of this Warrant, and in any event within five (5) business days thereafter,
      the
      Company, at its expense,
      and in accordance with applicable securities laws, will cause to be issued
      in
      the name of and delivered
      to the Holder, or as the Holder may direct (subject in all cases, to the
      provisions of Section
      6
      hereof), a certificate or certificates for the number of Warrant Shares
      purchased by the Holder on such exercise, plus, in lieu of any fractional share
      to which the Holder would otherwise be entitled, cash equal to such fraction
      multiplied by the Fair Market Value.

     

     2.4.
      Shares
      To Be Fully Paid and Nonassessable. All
      Warrant Shares issued upon the exercise
      of this Warrant shall be validly issued, fully paid and nonassessable, free
      of
      all liens, taxes, charges and other encumbrances or restrictions on sale (other
      than those set forth herein).

     

     2.5.
      Fractional
      Shares. No
      fractional shares of Common Stock or scrip representing fractional
      shares of Common Stock shall be issued upon the exercise of this Warrant. With
      respect to any
      fraction of a share of Common Stock called for upon any exercise hereof, the
      Company shall make
      a
      cash payment to the Holder as set forth in Section
      2.3
      hereof.

     

     2.6.
      Issuance
      of New Warrants; Company Acknowledgment. Upon
      any
      partial exercise
      of this Warrant, the Company, at its expense, will forthwith and, in any event
      within five (5) business
      days, issue and deliver to the Holder a new warrant or warrants of like tenor,
      registered in the
      name
      of the Holder, exercisable, in the aggregate, for the balance of the Warrant
      Shares. Moreover,
      the Company shall, at the time of any exercise of this Warrant, upon the request
      of the Holder, acknowledge in writing its continuing obligation to afford to
      the
      Holder any rights to which the Holder shall continue to be entitled after such
      exercise in accordance with the provisions of this Warrant;
      provided, however, that if the Holder shall fail to make any such request,
      such
      failure shall not affect the continuing obligation of the Company to afford
      to
      the Holder any such rights.

     

     2.7. Payment
      of Certain Taxes and Expenses. The
      Company shall pay any recording, filing,
      or stamp tax which may be payable in respect of any transfer involved in the
      issuance of, and the
      preparation and delivery of certificates (if applicable) representing, (i)
      any
      Warrant Shares purchased
      upon exercise of this Warrant and/or (ii) new or replacement warrants in the
      Holder's name or
      the
      name of any permitted transferee of all or any portion of this
      Warrant.

     

    3. Payment
      of Exercise Price. The
      Exercise Price for the Warrant Shares being purchased may be paid (i) in cash,
      by certified check or by wire transfer to an account designated in writing
      by
      the Company and (ii) by cancellation of indebtedness owing from the Company
      to
      the Holder or (iii) any combination of the methods described in the foregoing
      clauses (i) and (ii).

     

    4. Adjustment
      of Exercise Price and Warrant Shares. The
      Exercise Price and Warrant Shares issuable upon exercise of this Warrant shall
      be subject to adjustment from time to time as provided
      in this Section
      4. Upon
      each
      adjustment of the Exercise Price pursuant to Section
      4.1 or
      4.2,
      the
      Holder shall thereafter be entitled to purchase, at the Exercise Price resulting
      from such adjustment, and the number of Warrant Shares subject to this Warrant
      shall be deemed adjusted to represent,
      the number of Warrant Shares obtained by multiplying the Exercise Price in
      effect immediately
      prior to the adjustment of the Exercise Price by the number of Warrant Shares
      purchasable
      hereunder immediately prior to the adjustment of the Exercise Price and dividing
      the product thereof by the Exercise Price resulting from such
      adjustment.

     

     4.1.
      Subdivision
      or Combination of Stock. If
      at any
      time or from time to time after the
      date
      hereof, the Company shall subdivide (by way of stock dividend, stock split
      or
      otherwise) its outstanding
      shares of Common Stock, the Exercise Price in effect immediately prior to such
      subdivision
      shall be reduced proportionately, and conversely, in the event the outstanding
      shares of Common Stock shall be combined (whether by stock combination, reverse
      stock split or otherwise) into a smaller number of shares, the Exercise Price
      in
      effect immediately prior to such combination shall be increased proportionately.
      The Exercise Price, as so adjusted, shall be readjusted in the same manner
      upon
      the happening of any successive event or events described in this Section
      4.1.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

     4.2.
      Adjustment
      for Stock Dividends. If
      at any
      time after the date hereof, the Company
      shall declare a dividend or make any other distribution upon any class or series
      of stock of the Company payable in shares of Common Stock or securities
      convertible into shares of Common Stock, the Exercise Price shall be adjusted
      proportionately to reflect the issuance of any shares of Common Stock or
      convertible securities, as the case may be, issuable in payment of such dividend
      or distribution. The Exercise Price as so adjusted, shall be readjusted in
      the
      same manner upon the happening of any successive event or events described
      in
      this Section
      4.2.

     

     4.3.
      Adjustments
      for Reclassifications. If
      the
      Warrant Shares issuable upon the exercise
      of this Warrant shall be changed into the same or a different number of shares
      of any class(es)
      or series of stock, whether by reclassification or otherwise (other than an
      adjustment under Sections
      4.1 and
      4.2
      or a merger, consolidation, or sale of assets provided for under Section
      4.4), then
      and
      in
      each such event, the Holder hereof shall have the right thereafter to convert
      each Warrant Share
      into the kind and amount of shares of stock and other securities and property
      receivable upon such
      reclassification, or other change by holders of the number of shares of Warrant
      Shares into which
      such Warrant Shares would have been convertible immediately prior to such
      reclassification or change,
      all subject to successive adjustments thereafter from time to time pursuant
      to
      and in accordance
      with, the provisions of this Section
      4.

     

     4.4. Adjustments
      for Merger or Consolidation. In
      the
      event that, at any time or from
      time
      to time after the date hereof, the Company shall (a) effect a reorganization,
      (b) consolidate with or merge into any other Person, or (c) sell or transfer
      all
      or substantially all of its properties or assets or more than 50% of the voting
      capital stock of the Company (whether issued and outstanding, newly issued,
      from
      treasury, or any combination thereof) to any other person under any plan or
      arrangement
      contemplating the consolidation or merger, sale or transfer, or dissolution
      of
      the Company,
      then, in each such case, the Holder, upon the exercise of this Warrant as
      provided in Section
      2.2 hereof
      at
      any time or from time to time after the consummation of such reorganization,
      consolidation,
      merger or sale or the effective date of such dissolution, as the case may be,
      shall receive,
      in lieu of the vested Warrant Shares issuable on such exercise immediately
      prior
      to such consummation or such effective date, as the case may be, the stock
      and
      property (including cash) to which the Holder would have been entitled upon
      the
      consummation of such consolidation or merger, or sale or transfer, or in
      connection with such dissolution, as the case may be, if the Holder had so
      exercised
      this Warrant immediately prior thereto (assuming the payment by the Holder
      of
      the Exercise
      Price therefor as required hereby in a form permitted hereby, which payment
      shall be included
      in the assets of the Company for the purposes of determining the amount
      available for distribution), all subject to successive adjustments thereafter
      from time to time pursuant to, and in accordance with, the provisions of this
      Section
      4.

     

     4.5.
      Continuation
      of Terms. Upon
      any
      reorganization, consolidation, merger or transfer (and
      any
      dissolution following any such transfer) referred to in this Section
      4, this
      Warrant shall continue
      in full force and effect and the terms hereof shall be applicable to the shares
      of Common Stock
      and
      other securities and property receivable upon the exercise of this Warrant
      after
      the consummation of such reorganization, consolidation or merger or the
      effective date of dissolution following any such transfer, as the case may
      be,
      and shall be binding upon the issuer of any such Common
      Stock or other securities, including, in the case of any such transfer, the
      Person acquiring all or
      substantially all of the properties or assets or more than 50% of the voting
      capital stock of the Company
      (whether issued and outstanding, newly issued or from treasury or any
      combination thereof),
      whether or not such Person shall have expressly assumed the terms of this
      Warrant.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

     4.6.
      Certificate
      as to Adjustments. Upon
      the
      occurrence of each adjustment or readjustment
      of the Exercise Price and number of Warrant Shares pursuant to this Section
      4, this
      Warrant
      shall, without any action on the part of the Holder, be adjusted in accordance
      with this Section
      4, and
      the
      Company, at its expense, promptly shall compute such adjustment or readjustment
      in accordance with the terms hereof and prepare and furnish to the Holder a
      certificate setting forth such
      adjustment or readjustment, showing in detail the facts upon which such
      adjustment or readjustment
      is based. The Company will forthwith send a copy of each such certificate to
      the
Holder
      in
      accordance with Section
      9.4
      below.

     

    5.
      Notices
      of Record Date. Upon
      (a)
      any establishment by the Company of a record date
      of
      the holders of any class of securities for the purpose of determining the
      holders thereof who are
      entitled to receive any dividend or other distribution, or right or option
      to
      acquire securities of the Company,
      or any other right, or (b) any capital reorganization, reclassification,
      recapitalization, merger
      or
      consolidation of the Company with or into any other corporation, any transfer
      of
      all or substantially
      all the assets of the Company, or any voluntary or involuntary dissolution,
      liquidation or winding
      up of the Company, or the sale, in a single transaction, of a majority of the
      Company's voting
      stock (whether newly issued, or from treasury, or previously issued and then
      outstanding, or any
      combination thereof), the Company shall mail to the Holder at least ten (10)
      business days, or such
      longer period as may be required by law, prior to the record date specified
      therein, a notice specifying (i) the date established as the record date for
      the
      purpose of such dividend, distribution, option or right and a description of
      such dividend, distribution, option or right, (ii) the date on which any such
      reorganization, reclassification, transfer, consolidation, merger, dissolution,
      liquidation or winding
      up, or sale is expected to become effective and (iii) the date, if any, fixed
      as
      to when the holders
      of record of Common Stock shall be entitled to exchange their shares of Common
      Stock for securities
      or other property deliverable upon such reorganization, reclassification,
      transfer, consolidation,
      merger, dissolution, liquidation or winding up.

     

    6. Exchange
      of Warrant. Subject
      to the provisions of Section
      7
      hereof
      (if and to the extent
      applicable), this Warrant shall be exchangeable, upon the surrender hereof
      by
      the Holder at the principal
      office of the Company, for new warrants of like tenor, each registered in the
      name of the Holder or in the name of such other persons as the Holder may direct
      (upon payment by the Holder of any applicable transfer taxes). Each of such
      new
      warrants shall be exercisable for such number of Warrant
      Shares as the Holder shall direct, provided that all of such new warrants shall
      represent, in the
      aggregate, the right to purchase the same number of Warrant Shares and cash,
      securities or other property,
      if any, which may be purchased by the Holder upon exercise of this Warrant
      at
      the time of its
      surrender.

     

    7. Transfer
      Provisions, etc.

     

    7.1.
      Legends. Each
      certificate representing any Warrant Shares issued upon exercise of this
      Warrant shall bear the following legend (except that the Warrant Shares shall
      not bear such legend if a registration statement for such shares has been filed
      and been declared effective for the Warrant Shares prior to their
      issuance):

     

    "THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE
      ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO
      AN
AVAILABLE
      EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
      REGISTRATION UNDER SAID ACT."

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.2. Mechanics
      of Transfer.

     

    (a)
      Any
      transfer of all or any portion of this Warrant (and the Warrant Shares), or
      of
      any interest
      herein or therein, that is otherwise in compliance with applicable law shall
      be
      effected by surrendering this Warrant to the Company at its principal office,
      together with a duly executed form of assignment, in the form attached hereto.
      In the event of any such transfer of this Warrant, the Company shall issue
      a new
      warrant or warrants of like tenor to the transferee(s), representing, in the
      aggregate, the right to purchase the same number of Warrant Shares and cash,
      securities or other property,
      if any, which may be purchased by the Holder upon exercise of this Warrant
      at
      the time of its
      surrender.

     

    (b)
      In
      the event of any transfer of all or any portion of this Warrant in accordance
      with Section
      7.2(a) above,
      the Company shall issue (i) a new warrant of like tenor to the transferee,
      representing
      the right to purchase the number of Warrant Shares, and cash, securities or
      other property,
      if any, which were purchasable by the Holder of the transferred portion of
      this
      Warrant, and (ii)
      a
      new warrant of like tenor to the Holder, representing the right to purchase
      the
      number of Warrant
      Shares, and cash, securities or other property, if any, purchasable by the
      Holder of the un-transferred
      portion of this Warrant. Until this Warrant or any portion thereof is
      transferred on the books
      of
      the Company, the Company may treat the Holder as the absolute holder of this
      Warrant and all right, title and interest therein for all purposes,
      notwithstanding any notice to the contrary.

     

    7.3.
      No
      Restrictions on Transfer. Subject
      to the
      Company's receipt of representations
      from the transferee comparable to those in Sections 5.5, 5.6, and 5.8 of the
      Purchase Agreement,
      to the extent applicable, and compliance with applicable securities laws, this
      Warrant and any
      portion hereof, the Warrant Shares and the rights hereunder may be transferred
      by the Holder in its
      sole
      discretion at any time and to any Person or Persons, including without
      limitation Affiliates and
      affiliated groups of such Holder.

     

    7.4.
      Warrant
      Register. The
      Company shall keep at its principal office a register for the
      registration, and registration of transfers, of the Warrants. The name and
      address of each Holder of
      one or
      more of the Warrants, each transfer thereof and the name and address of each
      transferee of one
      or
      more of the Warrants shall be registered in such register. The Company shall
      give to any Holder
      of
      a Warrant promptly upon request therefor, a complete and correct copy of the
      names and addresses of all registered Holders of the Warrants.

     

    8. Lost,
      Stolen or Destroyed Warrant. Upon
      receipt by the Company of evidence satisfactory
      to it of loss, theft, destruction or mutilation of this Warrant and, in the
      case
      of loss, theft or
      destruction, on delivery of a customary affidavit of the Holder and indemnity
      agreement, or, in the case
      of
      mutilation, upon surrender of this Warrant, the Company at its expense will
      execute and deliver,
      or will instruct its transfer agent to execute and deliver, a new Warrant of
      like tenor and date, and any such lost, stolen or destroyed Warrant thereupon
      shall become void.

     

    9. General.

     

    9.1.
      Authorized
      Shares, Reservation of Shares for Issuance. At
      all
      times while this Warrant
      is outstanding, the Company shall maintain its corporate authority to issue,
      and
      shall have authorized
      and reserved for issuance upon exercise of this Warrant, such number of shares
      of Common
      Stock, any other capital stock or other securities as shall be sufficient to
      perform its obligations
      under this Warrant (after giving effect to any and all adjustments to the number
      and kind of Warrant Shares purchasable upon exercise of this
      Warrant).

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    9.2.
      No
      Impairment. The
      Company will not, by amendment of its Certificate of Incorporation
      or through any reorganization, transfer of assets, consolidation, merger,
      dissolution, issuance or sale of securities, sale or other transfer of any
      of
      its assets or properties, or any other voluntary action, avoid or seek to avoid
      the observance or performance of any of the terms of this Warrant,
      but will at all times in good faith assist in the carrying out of all such
      terms
      and in the taking of
      all
      such action as may be necessary or appropriate in order to protect the rights
      of
      the Holder hereunder against impairment. Without limiting the generality of
      the
      foregoing, the Company (a) will not
      increase the par value of any shares of Common Stock receivable upon the
      exercise of this Warrant
      above the amount payable therefor on such exercise, and (b) will take all action
      that may be necessary or appropriate in order that the Company may validly
      and
      legally issue fully paid and nonassessable shares of Common Stock upon the
      exercise of this Warrant.

     

    9.3.
      No
      Rights as Stockholder. The
      Holder shall not be entitled to vote or to receive dividends
      or to be deemed the holder of Common Stock that may at any time be issuable
      upon
exercise
      of this Warrant for any purpose whatsoever, nor shall anything contained herein
      be construed
      to confer upon the Holder any of the rights of a stockholder of the Company
      or
      any right to vote
      for
      the election of directors or upon any matter submitted to stockholders at any
      meeting thereof, or
      to
      give or withhold consent to any corporate action (whether upon any
      recapitalization, issuance or reclassification
      of stock, change of par value or change of stock to no par value, consolidation,
      merger
      or
      conveyance or otherwise), or to receive notice of meetings (except to the extent
      otherwise provided in this Warrant), or to receive dividends or subscription
      rights, until the Holder shall have exercised this Warrant and been issued
      Warrant Shares in accordance with the provisions hereof.

     

    9.4.
      Notices. All
      notices, requests, consents and other communications hereunder shall
be
      in
      writing and shall be deemed to have been given if personally delivered or
      delivered by overnight
      courier or mailed by first class registered or certified mail, postage prepaid,
      return receipt requested, or sent by fax machine, addressed as
      follows:

     

    (a) if
      to the
      Company at:

     

    NexMed,
      Inc.

     

    89
      Twin
      Rivers Drive 

    East
      Windsor, New Jersey 

    Fax:
      (609) 426-0340 

    Attn:
      Mark Westgate

     

    with
      copies to:

     

    Katten
      Muchin Rosenman LLP

     

    575
      Madison Avenue 

    New
      York,
      NY 10022 

    Fax:
      (212) 940-6557 

    Attn:
      Robert L. Kohl

     

    (b) if
      to the
      Holder, at the Holder's address appearing in the books maintained by the
      Company.

     

    10.
      Amendment
      and Waiver. No
      failure or delay of the Holder in exercising any power or
      right
      hereunder shall operate as a waiver thereof, nor shall any single or partial
      exercise of any such
      right or power, or any abandonment or discontinuance of steps to enforce such
      a
      right or power, preclude any other or further exercise thereof or the exercise
      of any other right or power. The rights and
      remedies of the Holder are cumulative and not exclusive of any rights or
      remedies which it would otherwise
      have. The terms of this Warrant may be amended, modified or waived only with
      the
written
      consent of the Company and the Holder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    11. Governing
      Law. This
      Warrant shall be governed by and construed in accordance with
      the
      laws of the State of New York, as such laws are applied to contracts entered
      into and wholly to be performed within the State of New York and without giving
      effect to any principles of conflicts or choice of law that would result in
      the
      application of the laws of any other jurisdiction.

     

    12. Covenants
      To Bind Successor and Assigns. All
      covenants, stipulations, promises and
      agreements in this Warrant contained by or on behalf of the Company shall bind
      its successors and
      assigns, whether so expressed or not.

     

    13. Severability. In
      case
      any one or more of the provisions contained in this Warrant shall
      be
      invalid, illegal or unenforceable in any respect, the validity, legality and
      enforceability of the remaining
      provisions contained herein shall not in any way be affected or impaired
      thereby. The parties
      shall endeavor in good faith negotiations to replace the invalid, illegal or
      unenforceable provisions
      with valid provisions the economic effect of which comes as close as possible
      to
      that of the
      invalid, illegal or unenforceable provisions.

     

    14. Construction. The
      definitions of this Warrant shall apply equally to both the singular
and
      the
      plural forms of the terms defined. Wherever the context may require, any pronoun
      shall include
      the corresponding masculine, feminine and neuter forms. The section and
      paragraph headings used
      herein are for convenience of reference only, are not part of this Warrant
      and
      are not to affect the
      construction of or be taken into consideration in interpreting this
      Warrant.

     

    15. Remedies. The
      Holder, in addition to being entitled to exercise all rights granted by law,
      including recovery of damages, will be entitled to specific performance of
      its
      rights under this Warrant. The Company agrees that monetary damages would not
      be
      adequate compensation for any loss incurred by reason of a breach by it of
      the
      provisions of this Warrant and hereby agrees to waive the defense in any action
      for specific performance that a remedy at law would be adequate.

     

    16. No
      Jury Trial. The
      Company and, by its acceptance of the benefits hereof, the Holder, 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 Warrant and for any counterclaim therein.

     

    [Signature
      page follows]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, the
      Company has executed this Common Stock Purchase Warrant
      as of the date first stated above.

     

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


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    NOTICE
      AND

    SUBSCRIPTION

     

    
      
        	
                To:
                  NEXMED, INC.

              	
                Date:
                  ___________________ 

              


      
   

    The
      undersigned hereby irrevocably elects to exercise the right of purchase
      represented by the attached
      Warrant for, and to exercise thereunder, ___________________ shares
      of
      Common Stock, of NEXMED,
      INC., a Nevada corporation, and tenders herewith payment of $___________________
      ,
      representing the
      aggregate purchase price for such shares based on the price per share provided
      for in such Warrant.
      Such payment is being made in accordance with [Section 3(i)] [Section 3(ii)]
      [Section 3(iii)] of
      the
      attached Warrant. 

     

    Please
      issue a certificate or certificates for such shares of Common Stock in the
      following name or names and denominations and deliver such certificate or
      certificates to the person or persons listed below at their respective addresses
      set forth below:

     

    If
      said
      number of shares of Common Stock shall not be all the shares of Common Stock
      issuable upon
      exercise of the attached Warrant, a new Warrant is to be issued in the name
      of
      the undersigned for the balance remaining of such shares of Common Stock less
      any fraction of a share of Common Stock paid in cash.

     

    
      	
              Dated:

            	
              ___________________


            	 	
              _________________________

            
	 	___________________
	 	
               Signature

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    FORM
      OF ASSIGNMENT

     

    (To
      be
      executed upon assignment of Warrant)

    

      For
        value
        received, ___________________________________ hereby
        sells, assigns and transfers unto __________________________ the
        attached Warrant [_% of the attached Warrant], together with all right, title
        and interest therein, and does hereby irrevocably constitute and appoint
        __________________________attorney to transfer said Warrant [said percentage
        of
        said Warrant] on the books of NexMed, Inc., a Nevada corporation, with full
        power of substitution in the premises.

       

      If
        not
        all of the attached Warrant is to be so transferred, a new Warrant is to
        be
        issued in the name of the undersigned for the balance of said
        Warrant.

       

      The
        undersigned hereby agrees that it will not sell, assign, or transfer the
        right,
        title and interest in and to the Warrant unless applicable federal and state
        securities laws have been complied with.

       

    

    
      
        
          	
                  Dated:

                	
                  ___________________


                	 	
                  _________________________

                
	 	 	 	
                   Signature