Exhibit
      10.1

    


    AMENDED
      DIRECTORS COMPENSATION ARRANGEMENT

    


    On
      August
      12, 2008, by unanimous written consent, the Compensation Committee of the Board
      of Directors of NexMed, Inc. (the “Company”), adopted the following revised
      compensation arrangement for the Company’s non-employee directors: 

    


    Board
      retainer fees are to be paid in stock and only the meeting fees are to be paid
      in cash until such time as the cash position of the Company improves.


     

    The
      amounts paid in stock are calculated based on $1.47 per share, which was the
      average of the Company’s stock price during the first five trading days of 2008.
      This was determined by the non-employee directors on November 13, 2007, when
      they elected to take their 2008 compensation in shares of the Company’s common
      stock.

     

    Following
      shall be the compensation of the non-employee directors:

     

    
      	
              Title

            	
              Annual
                Retainer

            	
              In
                person Board

              Meeting
                Fee

            	
              Telephone
                Board

              Meeting
                Fee

            
	
              Chairman
                of the Board

            	
              $120,773
                (82,159 shares)

            	
              $1,750

            	
              $1,000

            
	
              Board
                Member

            	
              $62,962
                (42,832 shares)

            	
              $1,500

            	
              $700

            
	
              Audit
                Committee Chair

            	
              $9,111
                (6,197 shares)

            	
              $1,250

            	
              $600

            
	
              Compensation
                Committee Chair

            	
              $4,833
                (3,287 shares)

            	
              $1,150

            	
              $600

            
	
              Nominating
                Committee Chair

            	
              $2,333
                (1,587 shares)

            	
              $1,150

            	
              $600

            
	
              Finance
                Committee Chair

            	
              $0

            	
              $0

            	
              $0

            
	
              Audit
                Committee Member

            	
              $1,778
                (1,209 shares)

            	
              $1,250

            	
              $600

            
	
              Compensation
                Committee Member

            	
              $1,333
                (906 shares)

            	
              $1,250

            	
              $600

            
	
              Nominating
                Committee Member

            	
              $1,333
                (906 shares)

            	
              $1,150

            	
              $600

            
	
              Finance
                Committee Member

            	
              $0

            	
              $0

            	
              $0

            


    

    


    The
      Annual Retainer shall be made retroactive to January 1, 2008. The meeting fees
      which are paid in cash shall commence with the next scheduled meeting of the
      Board of Directors or on or about September 8, 2008.

     

    The
      Annual Retainer, which vests in 12 equal monthly installments and has been
      paid
      quarterly, shall be changed from a calendar year retainer to a 12 month retainer
      vesting in 12 equal monthly installments over the 12 month period between Annual
      Meetings starting with the 2009 Annual Meeting of Stockholders. For the period
      January-June 2009, the Company will pay the short period (pro-rated six month)
      Annual Retainer in stock.

     

    Finally,
      each director member of the Scientific Advisory Board will receive an annual
      payment of 50,000 shares of the Company’s common stock.