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                                                                     EXHIBIT 4.3

[FACE OF CERTIFICATE]
NUMBER
AG

This Certificate is transferable in New York, NY

AlgoRx Pharmaceuticals, Inc.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SHARES

CUSIP 01586T 10 6
SEE REVERSE FOR CERTAIN DEFINITIONS

This certifies that is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE
COMMON STOCK, PAR VALUE $.001 PER SHARE, OF AlgoRx Pharmaceuticals, Inc.
(hereinafter the "Corporation"), transferable on the books of the Corporation by
the holder hereof in person or by duly authorized attorney upon surrender of
this certificate properly endorsed. This certificate is not valid until
countersigned and registered by the Transfer Agent and Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.

Dated:

/s/ Paul R. Hamelin
PRESIDENT
[SEAL]

/s/ Jeffrey A. Rona
TREASURER

COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY (New York,
NY) TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE

[REVERSE OF CERTIFICATE]

AlgoRx Pharmaceuticals, Inc.

The Corporation is authorized to issue more than one class of stock. The
Corporation will furnish without charge to each stockholder who so requests a
statement of the powers, designations, preferences, and relative, participating,
optional or other special rights of each class of stock or series thereof of the
Corporation, and the qualifications, limitations or restrictions of such
preferences and/or rights.

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common

TEN ENT - as tenants by the entireties

JT TEN - as joint tenants with right of survivorship and not as tenants in
common

UNIF GIFT MIN ACT - (Cust) Custodian (Minor) under Uniform Gifts to Minors Act
(State)

Additional abbreviations may also be used though not in the above list. For
value received, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE Please print or typewrite name
and address, including postal zip code, of assignee

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Shares of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint Attorney to transfer the said stock on the
books of the within-named Corporation with full power of substitution in the
premises.

Dated

NOTICE: The signature to this assignment must with the name as written upon the
face of the Certificate, in every particular, without alteration or enlargement,
or any change whatever.

Signature(s) Guaranteed:

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE
17AD-15.

KEEP THIS CERTIFICATE IN A SAFE PLACE, IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE
ISSUANCE OF A REPLACEMENT CERTIFICATE.