COMMON STOCK
PRIVATE PURCHASE AGREEMENT



        This
COMMON STOCK PRIVATE PURCHASE AGREEMENT (this “Agreement’) is dated as of August
25, 2003 by and between Nymox Pharmaceutical Corporation, a Canadian corporation (the
“Company”), and Lorros-Greyse Investments, Ltd. (the “Purchaser”). 



        The
parties hereto agree as follows: 



ARTICLE I 



Definitions 



        Section
1.1  Certain Definitions. 




        a)             “Average
Price” shall be the average of the Closing Prices of the           Company’s
Common Stock for each Trading Day in the Draw Down Period.  




        b)              “Closing
Price” shall mean the price for the last reported trade as           recorded by the
Principal Market for the Trading Day.  




        c)             “Current
SEC Documents” shall mean the Company’s Annual Report,           as amended,
for the year ended December 31, 2002, including the accompanying           financial
statements, and the Company’s latest Quarterly Report, as filed           with the
U.S. Securities and Exchange Commission (the “SEC”) and as           available
on the SEC’s Electronic Data Gathering, Analysis, and Retrieval           system (“EDGAR”).  




        d)             “Draw
Down” shall have the meaning assigned to such term in Section           6.1(a)
hereof.  




        e)             “Draw
Down Closing Date” shall have the meaning assigned to such term           in Section
6.1(b) hereof.  




        f)             “Draw
Down Pricing Period” shall have the meaning assigned to such           term in
Section 6.1(a) hereof.  




        g)             “Material
Adverse Effect” shall mean any adverse effect on the           business, operations,
properties or financial condition of the Company that           materially impairs the
ability of the Company and its subsidiaries and           affiliates, taken as a whole,
to perform any of its material obligations under           this Agreement or to carry on
its obligations, and shall include the loss for           any reason to the Company of
the services of Dr. Paul Averback.  




        h)             “Principal
Market” shall mean initially the Nasdaq SmallCap Market,           and shall include
the Nasdaq National Market, the American Stock Exchange or the           New York Stock
Exchange if the Company is listed and trades on such market or           exchange.  









        i)             “SEC
Documents” shall mean all reports, schedules, forms, statements           and other
documents or material that are available on the SEC’s EDGAR           system and
that were filed by the Company with the SEC pursuant to the reporting
          requirements of the Securities Exchange Act of 1934, as amended (the
          “Exchange Act”), including material filed pursuant to Section 13(a)
or           15(d) of the Exchange Act and filings incorporated by reference.  




        j)             “Shares” shall
mean, collectively, the shares of Common Stock of the           Company being subscribed
for hereunder, or, in the appropriate context, the           shares of Common Stock of
the Company issued with respect to a Draw Down.  




        k)             “Trading
Day” shall mean any day on which the Principal Market is open           for
business.  




ARTICLE II 



Purchase and Sale of
Common Stock 



        Section
2.1 Purchase and Sale of Stock. Subject to the terms and conditions of this
Agreement, the Company shall issue and sell to the Purchaser and the Purchaser shall
purchase from the Company up to Twelve Million Dollars ($12,000,000) of the Company’s
Common Stock, no par value per share (the “Common Stock”), based on Draw Downs
requested under this Agreement. This Agreement replaces the earlier Common Stock Private
Purchase Agreement between the Purchaser and the Company dated January 23, 2003.  




        Section
2.2 The Shares. The Company has authorized and has reserved and covenants to
continue to reserve, free of preemptive rights and other similar contractual rights of
stockholders, a sufficient number of its authorized but unissued shares of its Common
Stock to cover the Shares to be issued in connection with all Draw Downs requested under
this Agreement. At no time will the Company request a Draw Down which would result in the
issuance of a number of shares of Common Stock pursuant to this Agreement which exceeds
19.9% of the number of shares of Common Stock issued and outstanding on the Closing Date
without obtaining stockholder approval of such excess issuance.  




        Section
2.3 Purchase Price and Closing. The Company agrees to issue and sell to the
Purchaser and the Purchaser agrees to purchase that number of the Shares to be issued in
connection with each Draw Down. Each party shall deliver all documents, instruments and
writings required to be delivered by such party pursuant to this Agreement.  




ARTICLE III 



Representations and
Warranties 



        Section
3.1 Representation and Warranties of the Company. The Company hereby makes the
following representations and warranties to the Purchaser:  




        (a)    Organization,
Good Standing and Power. The Company is a corporation duly           incorporated,
validly existing and in good standing under the federal laws of           Canada and has
the requisite corporate power to own, lease and operate its           properties and
assets and to conduct its business as it is now being conducted.           The Company
does not have any subsidiaries except as set forth in the Current           SEC
Documents. The Company and each such subsidiary is duly qualified as a           foreign
corporation to do business and is in good standing in every jurisdiction           in
which the nature of the business conducted or property owned by it makes such
          qualification necessary except for any jurisdiction in which the failure to be
          so qualified will not have a Material Adverse Effect on the Company’s
          financial condition.  








        (b)    Authorization,
Enforcement. The Company has the requisite corporate power           and authority to
enter into and perform this Agreement and to issue and sell the           Shares in
accordance with the terms hereof. The execution, delivery and           performance of
this Agreement by the Company and the consummation by it of the           transactions
contemplated hereby and thereby have been duly and validly           authorized by all
necessary corporate action, and no further consent or           authorization of the
Company or its Board of Directors or stockholders is           required. This Agreement
has been duly executed and delivered, and constitutes a           valid and binding
obligation of the Company enforceable against the Company in           accordance with
its terms, except as such enforceability may be limited by           applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation,
          conservatorship, receivership or similar laws relating to, or affecting
          generally the enforcement of, creditor’s rights and remedies or by other
          equitable principles of general application.  





        (c)    Capitalization.
The Company currently has issued and outstanding           23,363,511 shares of its
Common Stock, all of which have been duly and validly           authorized and are
fully-paid and non-assessable. Except as set forth in this           Agreement and as set
forth in the Current SEC Documents, no shares of Common           Stock are entitled to
preemptive rights or registration rights and there are no           outstanding options,
warrants, scrip, rights to subscribe to, calls or           commitments of any character
whatsoever relating to, or securities or rights           convertible into, any shares of
capital stock of the Company. Furthermore,           except as set forth in the SEC
Documents, there are no contracts, commitments,           understandings, or arrangements
by which the Company is or may become bound to           issue additional shares of the
capital stock of the Company or options,           securities or rights convertible into
shares of capital stock of the Company.           The Company is not a party to, and it
has no knowledge of, any agreement           restricting the voting or transfer of any
shares of the capital stock of the           Company. Except as set forth in the Current
SEC Documents, the offer and sale of           all capital stock, convertible securities,
rights, warrants, or options of the           Company issued prior to the Closing
complied with all applicable United States           Federal and state and Canadian and
provincial securities laws, and no           stockholder has a right of rescission or
damages with respect thereto which           would have a Material Adverse Effect on the
Company’s financial condition           or operating results. The Company has made
available to the Purchaser on request           true and correct copies of the Company’s
Articles of Incorporation as in           effect on the date hereof (the “Articles”),
and the Company’s           Bylaws as in effect on the date hereof (the “Bylaws”).
The Principal           Market for the Common Stock in the United States is the Nasdaq
SmallCap Market,           and the Company has not received any notice from such market
questioning or           threatening the continued inclusion of the Common Stock on such
market.  





        (d)    Issuance
of Shares. The Shares to be issued under this Agreement have           been duly
authorized by all necessary corporate action and, when paid for or           issued in
accordance with the terms hereof, the Shares shall be validly issued           and
outstanding, fully paid and non-assessable, and the Purchaser shall be           entitled
to all rights accorded to a holder of Common Stock.  











        (e)    No
Conflicts. The execution, delivery and performance of this Agreement           by the
Company and the consummation by the Company of the transactions           contemplated
herein do not and will not (i) violate any provision of the           Company’s
Articles or Bylaws, (ii) conflict with, or constitute a default           (or an event
which with notice or lapse of time or both would become a default)           under, or
give to others any rights of termination, amendment, acceleration or
          cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond,
          license, lease agreement, instrument or obligation to which the Company is a
          party, (iii) create or impose a lien, charge or encumbrance on any property of
          the Company under any agreement or any commitment to which the Company is a
          party or by which the Company is bound or by which any of its respective
          properties or assets are bound, or (iv) result in a violation of any United
          States Federal, state, local or Canadian, provincial, or other foreign statute,
          rule, regulation, order, judgment or decree (including any United States
Federal           and state or Canadian or provincial securities laws and regulations)
applicable           to the Company or any of its subsidiaries or by which any property
or asset of           the Company or any of its subsidiaries are bound or affected,
except, in all           cases, for such conflicts, defaults, termination, amendments,
accelerations,           cancellations and violations as would not, individually or in
the aggregate,           have a Material Adverse Effect. The business of the Company and
its subsidiaries           is not being conducted in violation of any laws, ordinances or
regulations of           any governmental entity, except for possible violations which
singularly or in           the aggregate do not and will not have a Material Adverse
Effect. The Company is           not required under any United States Federal, state or
local or Canadian or           provincial law, rule or regulation to obtain any consent,
authorization or order           of, or make any filing or registration with, any court
or governmental agency in           order for it to execute, deliver or perform any of
its obligations under this           Agreement, or issue and sell the Shares in
accordance with the terms hereof           (other than any prior notification required to
the Nasdaq Stock Market of the           listing of additional shares and approval of the
Quebec Securities Commission           for a distribution of shares outside of Quebec and
any filings subsequent to the           Agreement Closing which may be required to be
made by the Company with the SEC,           the Quebec Securities Commission, the Nasdaq
Stock Market or state or provincial           securities administrators and any
registration statement, if any, which may be           filed pursuant hereto); provided
that, for purpose of the representation made in           this sentence, the Company is
assuming and relying upon the accuracy of the           relevant representations and
agreements of the Purchaser herein.  




        (f)     SEC
Documents, Financial Statements. The Common Stock of the Company is
          registered pursuant to Section 12(g) of the Exchange Act, and, except as
          disclosed in the SEC Documents, the Company has timely filed all reports,
          schedules, forms, statements and other documents required to be filed by it
with           the SEC pursuant to the reporting requirements of the Exchange Act,
including           material filed pursuant to Section 13(a) or 15(d) of the Exchange
Act. The           Company has electronically filed true and complete copies of SEC
Documents with           the SEC’s Electronic Data Gathering, Analysis, and
Retrieval system           (“EDGAR”) since August 8, 1996 and the Purchaser
acknowledges having           access to the EDGAR system and the SEC Documents. The
Company has not provided           to the Purchaser any information which, according to
applicable law, rule or           regulation, should have been disclosed publicly by the
Company but which has not           been so disclosed, other than with respect to the
transactions contemplated by           this Agreement. As of their filing dates, the
Current SEC Documents complied in           all material respects with the requirements
of the Exchange Act and the rules           and regulations of the SEC promulgated
thereunder applicable to such documents,           and, as of their filing dates, the
Current SEC Documents did not contain any           untrue statement of a material fact
or omitted to state a material fact required           to be stated therein or necessary
in order to make the statements therein, in           light of the circumstances under
which they were made, not misleading. The           financial statements of the Company
included in the SEC Documents comply as to           form in all material respects with
applicable accounting requirements and the           published rules and regulations of
the SEC or other applicable rules and           regulations with respect thereto. Such
financial statements have been prepared           in accordance with Canadian generally
accepted accounting principles           (“GAAP”) applied on a consistent basis
during the periods involved           (except (i) as may be otherwise indicated in such
financial statements or the           notes thereto or (ii) in the case of unaudited
interim statements, to the extent           they may not include footnotes or may be
condensed or summary statements), and           fairly present in all material respects
the financial position of the Company           and its subsidiaries as of the dates
thereof and the results of operations and           cash flows for the periods then ended
(subject, in the case of unaudited           statements, to normal year-end audit
adjustments).  











        (g)    Subsidiaries.
The Current SEC Documents hereto set forth each subsidiary           of the Company,
showing the jurisdiction of its incorporation or organization           and showing the
Company’s ownership of the outstanding stock or other           interests of such
subsidiary. All of the outstanding shares of capital stock of           each subsidiary
have been duly authorized and validly issued, and are fully paid           and
non-assessable. Neither the Company nor any subsidiary is a party to, nor           has
any knowledge of, any agreement restricting the voting or transfer of any
          shares of the capital stock of any subsidiary.  




        (h)    No
Material Adverse Effect. Since June 30, 2003, the date through which           the
most recent quarterly of the Company has been prepared and filed with the           SEC,
neither the Company nor its subsidiaries has experienced or suffered any
          Material Adverse Effect or incurred any liabilities, obligations, debts, claims
          or losses which, individually or in the aggregate, has had a Material Adverse
          Effect on the Company or its subsidiaries.  




        (i)    No
Undisclosed Events or Circumstances. No event or circumstance has           occurred
or exists with respect to the Company or its subsidiaries or their           respective
businesses, properties, prospects, operations or financial condition,           which,
under applicable law, rule or regulation, requires public disclosure or
          announcement by the Company but which has not been so publicly announced or
          disclosed.  




        (j)    Title
to Assets. Each of the Company and the subsidiaries has good and           marketable
title to all of its real and personal property reflected in the SEC           Documents,
free of any mortgages, pledges, charges, liens, security interests or           other
encumbrances, except for those indicated in the Current SEC Documents or           such
that do not cause a Material Adverse Effect on the Company’s financial
          condition or operating results. All said leases of the Company and each of its
          subsidiaries are valid and subsisting and in full force and effect.  




        (k)    Actions
Pending. There is no action, suit, claim, investigation or           proceeding
pending or, to the knowledge of the Company, threatened against the           Company or
any subsidiary which questions the validity of this Agreement or the
          transactions contemplated hereby or any action taken or to be taken pursuant
          hereto or thereto. Except as set forth in the Current SEC Documents or such
that           do not cause a Material Adverse Effect, there are no outstanding orders,
          judgments, injunctions, awards or decrees of any court, arbitrator or
          governmental or regulatory body against the Company or any subsidiary nor any
          actions, suits, claims, investigations or proceedings pending or, to the
          knowledge of the Company, threatened, against or involving the Company, any
          subsidiary or any of their respective properties or assets.  











        (l)    Compliance
with Law.  The business of the Company and its subsidiaries           has been and is
presently being conducted in accordance with all applicable           United States
Federal, state and local and Canadian and provincial governmental           laws, rules,
regulations and ordinances, except as set forth in the Current SEC           Documents or
such that do not cause a Material Adverse Effect. The Company and           each of its
subsidiaries have all franchises, permits, licenses, consents and           other
governmental or regulatory authorizations and approvals necessary for the
          conduct of their respective businesses as now being conducted by them unless
the           failure to possess such franchises, permits, licenses, consents and other
          governmental or regulatory authorizations and approvals, individually or in the
          aggregate, could not reasonably be expected to have a Material Adverse Effect.  




         (m)       
          Taxes.  Except as set forth in the Current SEC Documents, the Company and
          each of the subsidiaries has accurately prepared and filed all United States
          Federal and state and Canadian and provincial and other tax returns required by
          law to be filed by it, has paid or made provisions for the payment of all taxes
          shown to be due and all additional assessments, and adequate provision have been
          and are reflected in the financial statements of the Company and the
          subsidiaries for all current taxes and other charges to which the Company or any
          subsidiary is subject and which are not currently due and payable. The Company
          has no knowledge of any additional assessments, adjustments or contingent tax
          liability (whether federal, state or provincial) pending or threatened against
          the Company or any subsidiary for any period, nor of any basis for any such
          assessment, adjustment or contingency. 



         (n)       
          Operation of Business. The Company and each of the subsidiaries owns or
          possesses all patents, trademarks, service marks, trade names, copyrights,
          licenses and authorizations as set forth in the Current SEC Documents, and all
          rights with respect to the foregoing, which are necessary for the conduct of its
          business as now conducted without any conflict with the rights of others. 



        (o)       Regulatory
Compliance. Except as disclosed in the Current SEC Documents           or such that
do not cause a Material Adverse Effect, the Company and each of its
          subsidiaries have obtained all material approvals, authorization, certificates,
          consents, licenses, orders and permits or other similar authorizations of all
          governmental authorities, or from any other person, that are required under any
          Food and Drug or Environmental Laws. “Environmental Laws” shall mean
          all applicable laws and regulations in the United States or Canada relating to
          the protection of the environment including, without limitation, all
          requirements pertaining to reporting, licensing, permitting, controlling,
          investigating or remediating emissions, discharges, releases or threatened
          releases of hazardous substances, chemical substances, pollutants, contaminants
          or toxic substances, materials or wastes, whether solid, liquid or gaseous in
          nature, into the air, surface water, groundwater or land, or relating to the
          manufacture, processing, distribution, use, treatment, storage, disposal
          transport or handling or hazardous substances, chemical substances, pollutants,
          contaminants or toxic substances, material or wastes, whether solid, liquid or
          gaseous in nature. “Food and Drug Laws” shall mean all applicable
laws           and regulations in the United States and Canada relating to the
development,           testing, manufacturing and distribution of pharmaceutical
products. Except as           set forth in the Current SEC Documents or such that do not
cause a Material           Adverse Effect, the Company has all necessary governmental
approvals required           under all Food and Drug and Environmental Laws and used in
its business or in           the business of any of its subsidiaries.  











        (p)    Books
and Records. The records and documents of the Company and its           subsidiaries
accurately reflect in all material respects the information           relating to the
business of the Company and the subsidiaries, the location and           collection of
their assets, and the nature of all transactions giving rise to           the obligations
or accounts receivable of the Company or any subsidiary.  




        (q)    Securities
Laws Compliance. The Company has complied and will comply with           all
applicable United States Federal and state and Canadian and provincial
          securities laws in connection with the offer, issuance and sale of the Shares
          hereunder. Neither the Company nor anyone acting on its behalf, directly or
          indirectly, has or will sell, offer to sell or solicit offers to buy the Shares
          or similar securities to, or solicit offers with respect thereto from, or enter
          into any preliminary conversations or negotiations relating thereto with, any
          person (other than the Purchaser), so as to bring the issuance and sale of the
          Shares under the registration provisions of the Securities Act and applicable
          state securities laws. Neither the Company nor any of its affiliates, nor any
          person acting on its or their behalf, has engaged in any form of general
          solicitation or general advertising (within the meaning of Regulation D under
          the Securities Act) or directed selling efforts (within the meaning of
          Regulation S under the Securities Act) in connection with the offer or sale of
          the Shares. The Company is a “foreign issuer” within the meaning of
          Regulation S and Rule 405 under the Securities Act.  




        (r)    Governmental
Approvals. Except as set forth in the Current SEC Documents,           and except for
the filing of any notice or the obtaining of any necessary           approvals or
exemptions prior or subsequent to the Closing that may be required           under
applicable United States Federal or state and Canadian or provincial           securities
laws (which if required, shall be filed on a timely basis), no           authorization,
consent, approval, license, exemption of, filing or registration           with any court
or governmental department, commission, board, bureau, agency or
          instrumentality, domestic or foreign, is or will be necessary for, or in
          connection with, the execution or delivery of the Shares, or for the
performance           by the Company of its obligations under this Agreement.  




         (s)       
          Employees. Neither the Company nor any subsidiary has any collective
          bargaining arrangements or agreements covering any of its employees, except as
          set forth in the Current SEC Documents. Except as set forth in the Current SEC
          Documents or such that do not cause a Material Adverse Effect, neither the
          Company nor any subsidiary is in breach of any employment contract, agreement
          regarding proprietary information, noncompetition agreement, nonsolicitation
          agreement, confidentiality agreement, or any other similar contract or
          restrictive covenant, relating to the right of any officer, employee or
          consultant to be employed or engaged by the Company or such subsidiary. Since
          the date of the latest Current SEC Document, no officer, consultant or key
          employee of the Company or any subsidiary whose termination, either individually
          or in the aggregate, could have a Material Adverse Effect, has terminated or, to
          the knowledge of the Company, has any present intention of terminating his or
          her employment or engagement with the Company or any subsidiary. 



         (t)       
          Use of Proceeds. The proceeds from the sale of the Shares will be used by
          the Company and its subsidiaries for general corporate purposes. 








         (u)       
          Acknowledgment Regarding Purchaser’s Purchase of Shares. Company
          acknowledges and agrees that Purchaser is acting solely in the capacity of
          arm’s length purchaser with respect to this Agreement and the transactions
          contemplated hereunder and that the Company’s decision to enter into this
          Agreement has been based solely on the independent evaluation by the Company and
          its own representatives and counsel. 



        Section
3.2 Representations and Warranties of the Purchaser. The Purchaser hereby makes the
following representations, acknowledgements and warranties to the Company: 



        (a)    Organization
and Standing of the Purchaser. The Purchaser is a company           duly
incorporated, validly existing and in good standing under the laws of the
          Republic of Panama and maintains its principal place of business in Panama. The
          Purchaser does not maintain a place of business in the United States or Canada,
          is not a resident of the United States or Canada and is not beneficially owned
          by any U.S. person within the meaning of Regulation S promulgated under the
          Securities Act.  




        (b)    Authorization
and Power. The Purchaser has the requisite power and           authority to enter
into and perform this Agreement and to purchase the Shares           being sold to it
hereunder. The execution, delivery and performance of this           Agreement by
Purchaser and the consummation by it of the transactions           contemplated hereby
have been duly authorized by all necessary corporate action.  




        (c)    No
Conflicts. The execution, delivery and performance of this Agreement           and
the consummation by the Purchaser of the transactions contemplated hereby or
          relating hereto do not and will not (i) result in a violation of such
          Purchaser’s charter documents or bylaws or (ii) conflict with, or
          constitute a default (or an event which with notice or lapse of time or both
          would become a default) under, or give to others any rights of termination,
          amendment, acceleration or cancellation of any agreement, indenture or
          instrument to which the Purchaser is a party, or result in a violation of any
          law, rule, or regulation, or any order, judgment or decree of any court or
          governmental agency applicable to the Purchaser or its properties (except for
          such conflicts, defaults and violations as would not, individually or in the
          aggregate, have a Material Adverse Effect on Purchaser).  




        (d)     Financial
Risks. The Purchaser acknowledges that it is able to bear the           financial
risks associated with an investment in the Shares and that it has been           given
full access to such records of the Company and the subsidiaries and to the
          officers of the Company and the subsidiaries as it has deemed necessary or
          appropriate to conduct its due diligence investigation. The Purchaser is
capable           of evaluating the risks and merits of an investment in the Shares by
virtue of           its experience as an investor and its knowledge, experience, and
sophistication           in financial and business matters and the Purchaser is capable
of bearing the           entire loss of its investment in the Shares.  











        (e)    Accredited
Investor. The Purchaser by itself or together with its           adviser(s), is an
“accredited investor”, as such term is defined in           Regulation D
promulgated by the SEC under the Securities Act, is experienced in           investments
and business matters, has made investments of a speculative nature           and, with
its representatives, has such knowledge and experience in financial,           tax and
other business matters as to enable the Purchaser to utilize the           information
made available by the Company to evaluate the merits and risks of           and to make
an informed investment decision with respect to the proposed           purchase, which
represents a speculative investment.  




        (f)    Reliance
upon Regulation S The Purchaser acknowledges that it is           purchasing the
Shares pursuant to an exemption from registration under the           United States
securities laws in reliance upon Regulation S promulgated under           the Securities
Act of 1933, as amended (the “Securities Act”).           Accordingly, the
Purchaser will not offer or sell any of the Shares to or for           the benefit or
account of a person resident in the United States or entity           existing or
incorporated under the laws of the United States or otherwise           defined as a
“U.S. person” under Regulation S for a period of at least           forty (40)
days from the date on which the Shares are purchased, unless such           Shares are
registered under the Securities Act or exempt from registration;  




        (g)    Access
to Publicly Available Documents The Purchaser acknowledges that it           or its
advisors has access to all publicly-available documents or reports of the
          Company, including the SEC Documents and the Company’s press releases, and
          that it or its advisors has reviewed and understands such documents or reports.
          The Purchaser acknowledges that the Company has not provided to the Purchaser
          any information which, according to applicable law, rule or regulation, should
          have been disclosed publicly by the Company but which has not been so
disclosed,           other than with respect to the transactions contemplated by this
Agreement.  




        (h)    Purchase
for Investment The Purchaser is purchasing the Shares solely for
          investment, for its own account, and not with a present intent to resell or
          otherwise to distribute any of the Shares. The Purchaser further represents
that           the Purchaser has no present or contemplated agreement, undertaking,
          arrangement, obligation, indebtedness or commitment providing for or which is
          likely to compel a disposition in any manner of any of the Shares, that the
          Purchaser is not aware of any circumstances presently in existence which are
          likely to promote in the future any disposition by the Purchaser of the Shares
          and that the Purchaser does not presently contemplate any sale of any of the
          Shares upon the occurrence or nonoccurrence of any predetermined or
undetermined           event or circumstance.  




        (i)    Not
A U.S. Person. The Purchaser is not a “U.S. person” or           “a
person in the United States” within the meaning of Regulation S
          promulgated under the Securities Act.  




        (j)    No
Prior Short Selling. The Purchaser represents and warrants to the           Company
that at no time prior to the date of this Agreement has any of the           Purchaser,
its agents, representatives or affiliates engaged in or effected, in           any manner
whatsoever, directly or indirectly, any (i) “short sale”          (as such term
is defined in Rule 3b-3 of the Exchange Act) of the Common Stock           or (ii)
hedging transaction, which establishes a net short position with respect           to the
Common Stock.  











        (k)    General.
The Purchaser understands that the Company is relying upon the           truth and
accuracy of the representations, warranties, agreements,           acknowledgments and
understandings of the Purchaser set forth herein in order to           determine the
suitability of the Purchaser to acquire the Shares. The Purchaser           represents
that any information which the Purchaser is furnishing to the Company           in this
Agreement, including, without limitation, the information provided on           the
signature page hereof, is correct and complete, and if such information or
          responses should cease to be correct at any time following the date hereof, the
          Purchaser will immediately furnish fully revised or corrected information to
the           Company.  




        (l)    Survival.
The foregoing representations, warranties and agreements of the           Purchaser
shall survive this Agreement.  




ARTICLE IV 



Covenants 



        Section
4.1  The Company's Covenants. The Company covenants with the Purchaser as
follows:  




        (a)    Securities
Compliance. The Company shall notify The Nasdaq Stock Market,           Inc., in
accordance with their rules and regulations, of the transactions           contemplated
by this Agreement, and shall take all other necessary action and           proceedings as
may be required and permitted by applicable law, rule and           regulation, for the
legal and valid issuance of the Shares to the Purchaser or           subsequent holders.  





        (b)    Registration
and Listing. The Company will cause its Common Stock to           continue to be
registered under Sections 12(b) or 12(g) of the Exchange Act,           will comply in
all respects with its reporting and filing obligations under the           Exchange Act,
and will not take any action or file any document (whether or not           permitted by
the Securities Act or the rules promulgated thereunder) to           terminate or suspend
its reporting and filing obligations under the Exchange Act           or Securities Act,
except as permitted herein. The Company will take all action           necessary to
continue the listing or trading of its Common Stock on the Nasdaq           SmallCap
Market or another Principal Market and will comply in all respects with           the
Company’s reporting, filing and other obligations under the bylaws or
          rules of the NASD and The Nasdaq Stock Market.  





        (c)    Compliance
with Laws. The Company shall comply, and cause each subsidiary           to comply,
with all applicable laws, rules, regulations and orders,           noncompliance with
which could have a Material Adverse Effect.  




        (d)    Keeping
of Records and Books of Account. The Company shall keep and cause           each
subsidiary to keep adequate records and books of account, in which complete
          entries will be made in accordance with Canadian GAAP consistently applied,
          reflecting all financial transactions of the Company and its subsidiaries, and
          in which, for each fiscal year, all proper reserves for depreciation,
depletion,           obsolescence, amortization, taxes, bad debts and other purposes in
connection           with its business shall be made.  









        (e)    Amendments.
The Company shall not amend or waive any provision the           Articles of
Incorporation, Bylaws of the Company in any way that would adversely           affect the
voting rights of the holders of the Shares.  




        (f)    Other
Agreements. The Company shall not enter into any agreement the           terms of
which such agreement would restrict or impair the right to perform of           the
Company or any subsidiary under this Agreement or the Articles of           Incorporation
of the Company.  




        (g)    Notice
of Certain Events Affecting the Purchase or Sale.  The Company           will
immediately notify the Purchaser upon the occurrence of any of the           following
events in respect of the issuance, purchase, sale, trading or           distribution of
the Shares pursuant to this Agreement: (i) receipt of any           notification by the
SEC, any state or provincial securities commission or any           other regulatory
authority with respect to the suspension of the qualification           or exemption from
qualification of any of the Shares for sale in any           jurisdiction or the
initiation or threatening of any proceeding for such           purpose; or (ii) issuance
by the SEC, any state or provincial securities           commission or any other
regulatory authority of any stop order or of any order           preventing or suspending
any issuance, sale, purchase, trading or distribution           of the Shares under this
Agreement, or of the suspension of the qualification of           the Shares for offering
or sale in any jurisdiction, or the initiation or           threatening of any proceeding
for any such purpose.  




        (h)    Consolidation;
Merger. The Company shall not, at any time after the date           hereof, effect
any merger or consolidation of the Company with or into, or a           transfer of all
or substantially all of the assets of the Company to, another           entity (a “Consolidation
Event”) unless the resulting successor or           acquiring entity (if not the
Company) assumes by written instrument or by           operation of law the obligation to
deliver to the Purchaser such shares of stock           and/or securities as the
Purchaser is entitled to receive pursuant to this           Agreement.  




        (i)    Compliance
with Regulation S. The sale of the Shares shall be made in           accordance with
the provisions and requirements of Regulation S and any           applicable federal,
state or provincial securities law. The Company shall make           any necessary SEC or
other regulatory filings required to be made by the Company           in connection with
the sale of the Shares to the Purchaser as required by all           applicable federal,
state and provincial laws, and shall provide a copy thereof           to the Purchaser
upon request.  




      Section
4.2 The Purchaser’s Covenants



        (a)    Limitation
on Short Sales and Hedging Transactions. The Purchaser agrees           that
beginning on the date of this Agreement and ending on the date of           termination
or expiration of this Agreement, the Purchaser and its agents,           representatives
and affiliates shall not in any manner whatsoever enter into or           effect,
directly or indirectly, any (i) “short sale” (as such term is           defined
in Rule 3b-3 of the Exchange Act) of the Common Stock or (ii) hedging
          transaction, which establishes a net short position with respect to the Common
          Stock.  




        (b)    Compliance
with Regulation S. The purchase of the Shares shall be made in           accordance
with the provisions and requirements of Regulation S and any           applicable
federal, state or provincial securities law. The Purchaser’s           trading and
distribution activities with respect to shares of the Company’s           Common
Stock shall be in compliance with all applicable federal, state and           provincial
securities laws, rules and regulations and rules and regulations of           the
Principal Market on which the Company’s Common Stock is listed           including,
without limitation, Regulation S.  









        (c)    Notice
of Certain Events Affecting The Purchase or Sale.  The Purchaser           will
immediately notify the Purchaser upon the occurrence of any of the           following
events in respect of the issuance, purchase, sale, trading or           distribution of
the Shares pursuant to this Agreement: (i) receipt of any           notification by the
SEC, any state or provincial securities commission or any           other regulatory
authority with respect to the suspension of the qualification           or exemption from
qualification of any of the Shares for sale in any           jurisdiction or the
initiation or threatening of any proceeding for such           purpose; or (ii) issuance
by the SEC, any state or provincial securities           commission or any other
regulatory authority of any stop order or of any order           preventing or suspending
any issuance, sale, purchase, trading or distribution           of the Shares under this
Agreement, or of the suspension of the qualification of           the Shares for offering
or sale in any jurisdiction, or the initiation or           threatening of any proceeding
for any such purpose.  




        (d)    Material
Changes in Purchaser’s Status The Purchaser will           immediately notify
the Company of any changes in circumstance that may           reasonably affect the
availability of the exemption from registration under the           Securities Act and
the rules and regulations promulgated thereunder, including,           without
limitation, any changes that may affect the Purchaser’s status as           an “accredited
investor”, as such term is defined in Regulation D or           as a person or
entity that is not a U.S. person or a person in the United States           for the
purposes of Regulation S.  




ARTICLE V 



Conditions to Closing
and Draw Downs 



        Section
5.1 Conditions Precedent to the Obligation of the Company to Sell the Shares. The
obligation hereunder of the Company to issue and sell the Shares to the Purchaser is
subject to the satisfaction or waiver, at or before the Agreement Closing or at or before
each Draw Down Closing, of each of the conditions set forth below. These conditions are
for the Company’s sole benefit and may be waived by the Company at any time in its
sole discretion.  




        (a)    Accuracy
of the Purchaser’s Representations and Warranties. The           representations
and warranties of the Purchaser shall be true and correct in all           material
respects as of the date when made and as of the Closing and as of each           Draw
Down Closing Date as though made at that time, except for representations           and
warranties that speak as of a particular date.  




        (b)    Performance
by the Purchaser. The Purchaser shall have performed,           satisfied and
complied in all material respects with all material covenants,           agreements and
conditions required by this Agreement to be performed, satisfied           or complied
with by the Purchaser at or prior to the Closing and as of each Draw           Down
Closing Date.  











        (c)    No
Injunction. No statute, rule, regulation, executive order, decree,           ruling
or injunction shall have been enacted, entered, promulgated or endorsed           by any
court or governmental authority of competent jurisdiction which prohibits           the
consummation of any of the transactions contemplated by this Agreement.  




        Section
5.2 Conditions Precedent to the Obligation of the Purchaser to Close. The
obligation hereunder of the Purchaser to enter this Agreement is subject to the
satisfaction or waiver, at or before the Agreement Closing and at or before each Draw
Down Closing, of each of the conditions set forth below. These conditions are for the
Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole
discretion.  




        (a)    Accuracy
of the Company’s Representations and Warranties. Each of           the
representations and warranties of the Company shall be true and correct in           all
material respects as of the date when made and as of the Closing as though           made
at that time (except for representations and warranties that speak as of a
          particular date).  




        (b)    Performance
by the Company. The Company shall have performed, satisfied           and complied in
all respects with all covenants, agreements and conditions           required by this
Agreement to be performed, satisfied or complied with by the           Company at or
prior to the Closing.  




        (c)    No
Injunction. No statute, rule, regulation, executive order, decree,           ruling
or injunction shall have been enacted, entered, promulgated or endorsed           by any
court or governmental authority of competent jurisdiction which prohibits           the
consummation of any of the transactions contemplated by this Agreement.  




        (d)    No
Proceedings or Litigation. No action, suit or proceeding before any
          arbitrator or any governmental authority shall have been commenced, and no
          investigation by any governmental authority shall have been threatened, against
          the Purchaser or the Company or any subsidiary, or any of the officers,
          directors or affiliates of the Company or any subsidiary seeking to restrain,
          prevent or change the transactions contemplated by this Agreement, or seeking
          damages in connection with such transactions.  




        (e)    No
Suspension. Trading in the Company’s Common Stock shall not have           been
suspended by the SEC or The Nasdaq Stock Market, Inc. (except for any
          suspension of trading of limited duration agreed to by the Company, which
          suspension shall be terminated prior to each Draw Down request), and, at any
          time prior to such request, trading in securities generally as reported by
          Nasdaq shall not have been suspended or limited, or minimum prices shall not
          have been established on securities whose trades are reported by Nasdaq.  




        (f)    Material
Adverse Effect. No Material Adverse Effect and no Consolidation           Event shall
have occurred.  









ARTICLE VI 



Draw Down Terms 



        Section
6.1  Draw Down Terms. Subject to the satisfaction of the conditions set
forth in this Agreement, the parties agree as follows:  





        (a)              The
Company, may, in its sole discretion, issue and exercise a draw down (a           “Draw
Down”), which Draw Down the Purchaser will be obligated to           accept. The
Company shall issue the Draw Down by giving the Purchaser a Draw           Down Notice
specifying the total Draw Down amount and the date of the Draw Down           Notice. The
Draw Down Period shall be the five (5) Trading Days specified in the           Draw Down
Notice immediately preceding the date of the Draw Down Notice.  




        (b)              Only
one Draw Down shall be allowed for each Draw Down Pricing Period. The price           per
share paid by the Purchaser shall be based on the Average Daily Price on           each
separate Trading Day during the Draw Down Pricing Period. The number of           shares
of Common Stock purchased by the Purchaser with respect to each Draw Down           shall
be determined on the Draw Down Closing Date, which shall be the next           Trading
Day following the Draw Down date.  




        (c)              The
Company shall have the right to issue and exercise a Draw Down of up to
          $500,000 of the Company’s Common Stock per Draw Down, subject to the
          limitations set forth immediately below. The minimum Draw Down shall be
$150,000           unless otherwise agreed by Purchaser.  




        (d)              The
number of Shares of Common Stock to be issued in connection with each Draw           Down
shall be equal to the Draw Down amount divided by 97% of the Average Price           of
the Common Stock for the Draw Down Pricing Period.  




        (e)              The
Company must provide the Purchaser via facsimile transmission the Draw Down
          Notice. At no time shall the Purchaser be required to purchase more than the
          Draw Down amount specified for a given Draw Down Pricing Period.  




        (f)              On
or before three Trading Days after each Draw Down Closing Date, the Purchaser
          shall pay the specified Draw Down amount to the Company. Upon receipt of the
          Draw Down payment, the Company shall deliver the Shares to the Purchaser in
          accordance with any instructions from the Purchaser.  




ARTICLE VII 



Legends; Transfer
Agent Instructions 



        Section
7.1 Legends. Unless otherwise provided below, each certificate representing Shares
will bear the following legend or equivalent (the “Legend”):  











        THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER
APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S AND SUCH OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF, EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A
TRANSACTION THAT IS EXEMPT FROM SUCH REGISTRATION. 



        Section
7.2 Transfer Agent Instructions. Upon the settlement of a Draw Down, the Company
shall issue to the transfer agent for its Common Stock (and to any substitute or
replacement transfer agent for its Common Stock upon the Company’s appointment of any
such substitute or replacement transfer agent) instructions substantially in the form of
Exhibit E hereto. Such instructions shall be irrevocable by the Company from and after the
date hereof or from and after the issuance thereof to any such substitute or replacement
transfer agent, as the case may be. 



        Section
7.3 No Other Legend or Stock Transfer Restrictions. No legend other than the one
specified in Section 7.1 shall be placed on the share certificates representing the Shares
and no instructions or “stop transfer orders,” “stock transfer
restrictions,” or other restrictions shall be given to the Company’s transfer
agent with respect thereto other than as expressly set forth in this Article VII, and the
prohibition of transfers of the Shares except in compliance with the requirements of
Regulations S, which the Investor hereby acknowledges. 



        Section
7.4 Investor’s Compliance. Nothing in this Article shall affect in any way the
Investor’s obligations to comply with all applicable securities laws upon resale of
the Common Stock. 



ARTICLE VIII 



Termination 



        Section
8.1 Termination by Mutual Consent. The term of this Agreement shall be twenty-four
(24) months from the date of execution of this Agreement. This Agreement may be terminated
at any time by mutual written consent of the parties. 



      Section
8.2 Other Termination.



        (a)              The
Purchaser may terminate this Agreement upon ten (10) Trading Days’          notice
if (i) an event resulting in a Material Adverse Effect has occurred, (ii)           the
Common Stock is de-listed from the Nasdaq SmallCap Market unless such
          de-listing is in connection with the listing of the Common Stock on the Nasdaq
          National Market, the New York or American Stock Exchanges, (iii) the Company
          files for protection from creditors under any applicable law, or (iv) the
          Company fails to deliver the Shares to the Purchaser in accordance with the
          instructions from the Purchaser.  











        (b)              The
Company may terminate this Agreement upon ten (10) Trading Days’ notice           if
(i) the Company has completed Draw Downs of at least Eight Million Dollars
          ($8,000,000) or (ii) the Purchaser shall fail to fund a properly noticed Draw
          Down within ten (10) Trading Days of the date payment for such Draw Down is
due.  




        Section
8.3 Effect of Termination. In the event of termination by the Company or the
Purchaser, written notice thereof shall forthwith be given to the other party and the
transactions contemplated by this Agreement shall be terminated without further action by
either party. If this Agreement is terminated as provided in Section 8.1 or 8.2 herein,
this Agreement shall become void and of no further force and effect, except for Articles
IX and XI herein. Nothing in this Section 8.3 shall be deemed to release the Company or
the Purchaser from any liability for any breach under this Agreement, or to impair the
rights to the Company and the Purchaser to compel specific performance by the other party
of its obligations under this Agreement. 



ARTICLE IX 



Indemnification 



        Section
9.1 General Indemnity. The Company agrees to indemnify and hold harmless the
Purchaser (and its directors, officers, affiliates, agents, successors and assigns) from
and against any and all losses, liabilities, deficiencies, costs, damages and expenses
(including, without limitation, reasonable attorney’s fees, charges and
disbursements) incurred by the Purchaser as a result of any inaccuracy in or breach of the
representations, warranties or covenants made by the Company herein. The Purchaser agrees
to indemnify and hold harmless the Company and its directors, officers, affiliates,
agents, successors and assigns from and against any and all losses, liabilities,
deficiencies, costs, damages and expenses (including, without limitation, reasonable
attorneys fees, charges and disbursements) incurred by the Company as result of any
inaccuracy in or breach of the representations, warranties or covenants made by the
Purchaser herein. 



        Section
9.2 Indemnification Procedure. Any party entitled to indemnification under this
Article IX (an “indemnified party”) will give written notice to the indemnifying
party of any matters giving rise to a claim for indemnification; provided, that the
failure of any party entitled to indemnification hereunder to give notice as provided
herein shall not relieve the indemnifying party of its obligations under this Article IX
except to the extent that the indemnifying party is actually prejudiced by such failure to
give notice. In case any action, proceeding or claim is brought against an indemnified
party in respect of which indemnification is sought hereunder, the indemnifying party
shall be entitled to participate in and, unless in the reasonable judgment of counsel to
the indemnified party a conflict of interest between it and the indemnifying party may
exist with respect of such action, proceeding or claim, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. In the event that the
indemnifying party advises an indemnified party that it will contest such a claim for
indemnification hereunder, or fails, within thirty (30) days of receipt of any
indemnification notice to notify, in writing, such person of its election to defend,
settle or compromise, at its sole cost and expense, any action, proceeding or claim (or
discontinues its defense at any time after it commences such defense), then the
indemnified party may, at its option, defend, settle or otherwise compromise or pay such
action or claim. In any event, unless and until the indemnifying party elects in writing
to assume and does so assume the defense of any such claim, proceeding or action, the
indemnified party’s costs and expenses arising out of the defense, settlement or
compromise of any such action, claim or proceeding shall be losses subject to
indemnification hereunder. The indemnified party shall cooperate fully with the
indemnifying party in connection with any settlement negotiations or defense of any such
action or claim by the indemnifying party and shall furnish to the indemnifying party all
information reasonably available to the indemnified party which relates to such action or
claim. The indemnifying party shall keep the indemnified party fully apprised at all times
as to the status of the defense or any settlement negotiations with respect thereto. If
the indemnifying party elects to defend any such action or claim, then the indemnified
party shall be entitled to participate in such defense with counsel of its choice at its
sole cost and expense. The indemnifying party shall not be liable for any settlement of
any action, claim or proceeding effected without its prior written consent.
Notwithstanding anything in this Article IX to the contrary, the indemnifying party shall
not, without the indemnified party’s prior written consent, settle or compromise any
claim or consent to entry of any judgment in respect thereof which imposes any future
obligation on the indemnified party or which does not include, as an unconditional term
thereof, the giving by the claimant or the plaintiff to the indemnified party of a release
from all liability in respect of such claim. The indemnification required by this Article
IX shall be made by periodic payments of the amount thereof during the course of
investigation or defense, as and when bills are received or expense, loss, damage or
liability is incurred, so long as the indemnified party irrevocably agrees to refund such
moneys if it is ultimately determined by a court of competent jurisdiction that such party
was not entitled to indemnification. The indemnity agreements contained herein shall be in
addition to (a) any cause of action or similar rights of the indemnified party against the
indemnifying party or others, and (b) any liabilities the indemnifying party may be
subject to. 










ARTICLE X 



Assignment 



        Section
10.1 Assignment. Neither this Agreement nor any rights of the Purchaser or the
Company hereunder may be assigned by either party to any other person. 



ARTICLE XI 



Notices 



        Section
11.1 Notices. All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) hand delivered, (ii) deposited in the mail, registered or
certified, return receipt requested, postage prepaid, (iii) delivered by reputable air
courier service with charges prepaid, or (iv) transmitted by facsimile, addressed as set
forth below or to such other address as such party shall have specified most recently by
written notice. Any notice or other communication required or permitted to be given
hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with
accurate confirmation generated by the transmitting facsimile machine, at the address or
number designated below (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such delivery (if
delivered other than on a business day during normal business hours where such notice is
to be received) or (b) on the first business day following the date of sending by
reputable courier service, fully prepaid, addressed to such address, or (c) upon actual
receipt of such mailing, if mailed. The addresses for such communications shall be: 





			
		If to the Company:
	
			
Nymox Pharmaceutical Corporation

9900 Cavendish Blvd.

St. Laurent, Quebec, Canada H4M 2V2

Telephone Number:  (800) 936-9669

Fax:  (514) 332-9167

Attention: Dr. Paul Averback, President

		
with a copy to (shall not constitute notice):

			
Stikeman Elliott

1155 Rene-Levesque Blvd. W.

40th Floor

Montreal, Quebec

Canada H3B 3V2

Attention:  Gayle Noble

Telephone: (514) 397-3205

Facsimile:  (514) 397-3436

		
if to the Investor:	
As set forth on the signature pages hereto












        Either
party hereto may from time to time change its address or facsimile number for notices
under this Section 11.1 by giving written notice of such changed address or facsimile
number to the other party hereto as provided in this Section 11.1.  







ARTICLE XII 



Miscellaneous 



        Section
12.1 Fees and Expenses. The Company shall pay all fees and expenses related to the
transactions contemplated by this Agreement; provided, that the Company shall pay, at the
Closing of the Agreement, all attorneys fees and expenses (exclusive of disbursements and
out-of-pocket expenses) incurred by the Purchaser in connection with the preparation,
negotiation, execution and delivery of this Agreement and the transactions contemplated
hereunder. In addition, the Company shall pay all reasonable fees and expenses incurred by
the Purchaser in connection with any amendments, modifications or waivers of this
Agreement or incurred in connection with the enforcement of this Agreement, including,
without limitation, all reasonable attorneys’ fees and expenses. The Company shall
pay all stamp or other similar taxes and duties levied in connection with issuance of the
Shares pursuant hereto. 



      Section
12.2 Specific Enforcement, Consent to Jurisdiction.



        (a)    Injunctive
Relief The Company and the Purchaser acknowledge and agree           that irreparable
damage would occur in the event that any of the provisions of           this Agreement
were not performed in accordance with their specific terms or           were otherwise
breached. It is accordingly agreed that the parties shall be           entitled to an
injunction or injunctions to prevent or cure breaches of the           provisions of this
Agreement and to enforce specifically the terms and           provisions hereof or
thereof, this being in addition to any other remedy to           which any of them may be
entitled by law or equity.  




        (b)    Governing
Law. This Agreement shall be governed by and construed in           accordance with
the laws of Canada applicable to contracts made in Quebec by           persons domiciled
in Montreal and without regard to its principles of conflicts           of laws.  




        (c)    Jurisdiction
Each of the Company and the Purchaser (i) hereby irrevocably           submits to the
jurisdiction of the Quebec Superior Court and other courts of the           Province of
Quebec sitting in the District of Montreal for the purposes of any           suit, action
or proceeding arising out of or relating to this Agreement and (ii)           hereby
waives, and agrees not to assert in any such suit, action or proceeding,           any
claim that it is not personally subject to the jurisdiction of such court,           that
the suit, action or proceeding is brought in an inconvenient forum or that           the
venue of the suit, action or proceeding is improper. Each of the Company and
          the Purchaser consents to process being served in any such suit, action or
          proceeding by mailing a copy thereof by certified mail, return receipt
          requested, to such party at the address in effect for notices to it under this
          Agreement and agrees that such service shall constitute good and sufficient
          service of process and notice thereof. Nothing in this Section shall affect or
          limit any right to serve process in any other manner permitted by law.  











        Section
12.3 Entire Agreement; Amendment. This Agreement contains the entire understanding
of the parties with respect to the matters covered hereby and, except as specifically set
forth herein, neither the Company nor the Purchaser makes any representations, warranty,
covenant or undertaking with respect to such matters. No provision of this Agreement may
be waived or amended other than by a written instrument signed by the party against whom
enforcement of any such amendment or waiver is sought.  




        Section
12.4 Waivers. No waiver by either party of any default with respect to any
provision, condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any other provisions, condition or requirement hereof,
nor shall any delay or omission of any party to exercise any right hereunder in any manner
impair the exercise of any such right accruing to it thereafter. 



        Section
12.5 Headings. The article, section and subsection headings in this Agreement are
for convenience only and shall not constitute a part of this Agreement for any other
purpose and shall not be deemed to limit or affect any of the provisions hereof. 



        Section
12.6 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and assigns. The parties hereto may not amend
this Agreement or any rights or obligations hereunder without the prior written consent of
the Company and each Purchaser to be affected by the amendment. After Closing, the
assignment by a party to this Agreement of any rights hereunder shall not affect the
obligations of such party under this Agreement. 



        Section
12.7 No Third Party Beneficiaries. This Agreement is intended for the benefit of
the parties hereto and their respective permitted successors and assigns and is not for
the benefit of, nor may any provision hereof be enforced by, any other person. 



        Section
12.8 Counterparts. This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument and shall become
effective when counterparts have been signed by each party and delivered to the other
parties hereto, it being understood that all parties need not sign the same counterpart.
Execution may be made by delivery by facsimile. 



        Section
12.9 Publicity. Prior to the Closing, neither the Company nor the Purchaser shall
issue any press release or otherwise make any public statement or announcement with
respect to this Agreement or the transactions contemplated hereby or the existence of this
Agreement. After the Closing, the Company may issue a press release or otherwise make a
public statement or announcement with respect to this Agreement or the transactions
contemplated hereby or the existence of this Agreement; provided, that prior to issuing
any such press release, making any such public statement or announcement, the Company
obtains the prior consent of the Purchaser, which consent shall not be unreasonably
withheld or delayed. 










        Section
12.10 Severability. The provisions of this Agreement are severable and, in the
event that any court of competent jurisdiction shall determine that any one or more of the
provisions or part of the provisions contained in this Agreement shall, for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provision or part of a provision of this
Agreement and this Agreement shall be reformed and construed as if such invalid or illegal
or unenforceable provision, or part of such provision, had never been contained herein, so
that such provisions would be valid, legal and enforceable to the maximum extent possible. 



        Section
12.11 Further Assurances. From and after the date of this Agreement, upon the
request of the Purchaser or the Company, each of the Company and the Purchaser shall
execute and deliver such instruments, documents and other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement. 



        Section
12.12 Currencies.  Unless otherwise specified, all references herein to dollars
means United States dollars. 















        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorize officer as of the date first above written. 



		NYMOX PHARMACEUTICAL CORPORATION
		

By:   	

/s/  Paul Averback     

			Name:  Dr. Paul Averback

Title:  President

		

LORROS-GREYSE INVESTMENTS, LTD. 
		

By:   	

/s/       

			Name:  

Title:  






















EXHIBIT E  



TREASURY DIRECTIVE  



	TO:  	COMPUTERSHARE
INVESTOR SERVICES 






	Re:  	Issuance
of _____________________ common shares of 
NYMOX
PHARMACEUTICAL CORPORATION




     



By resolution adopted by the Board of Directors
of Nymox Pharmaceutical Corporation (the “Company”) dated ____________, you are
hereby authorized to issue _______________ common shares (the “Shares”) in
consideration for $_____________ (US) received on ________________from Lorros-Greyse
Investments, Ltd. (the “Investor”) and in accordance with the Common Stock
Private Purchase Agreement between the Investor and the Company. These shares are fully
paid and non-assessable. 



As transfer agent and registrar for
the Company, we request that you issue a certificate for the shares in question as
follows: 


	 	
Lorros-Greyse
Investments, Ltd.
____________________
____________________ 







We have received a legal opinion that
in order to permit the Company to comply with the requirements of the United States
Securities Act of 1933, before the certificate for the Shares is issued to the Investor,
the following legend should be typed on the certificate: 



THE SECURITIES EVIDENCED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED,
(THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN
ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT PROVIDED BY REGULATION S AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED,
OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM SUCH REGISTRATION. 


	Please deliver the certificate to:  	
Nymox
Pharmaceutical Corporation
9900 Cavendish Blvd., Suite 306
St. Laurent, QC H4M 2V2
Attn: Roy
Wolvin, C.F.O. 






Signed this _____ day of
_______________, 2003  





	NYMOX PHARMACEUTICAL CORPORATION



		
		
	By:	/s/  

		Roy Wolvin

Secretary-Treasurer