Unassociated Document


     

    
      EXHIBIT
10.29

      


      Dawson
James Securities, Inc.

      925 South
Federal Highway - Suite #600

      Boca
Raton, FL  33432

       

      August
13, 2010

       

      PERSONAL &
CONFIDENTIAL

       

      Dr.
Bassam Damaj

      President
and Chief Executive Officer

      6330
Nancy Ridge Drive, Suite 103

      San
Diego, California 92121

      


       

      Dear
Bassam:

       

      Dawson
James Securities, Inc. (“DJSI”) is pleased to act as exclusive placement agent
for NexMed, Inc. (the “Company”, or “NEXM”) in connection with the proposed
offering of the Company’s securities as described in this letter (the
“Registered Placement”), subject to the terms and conditions of this letter
agreement. We will provide investment banking services to the Company which may
include: (i) advising the Company with respect to the proposed structure, terms
and conditions of the Registered Placement and (ii) reviewing publicly-available
documents to advise whether the Company has an appropriate capital structure
given its market opportunity, with the understanding that DJSI may advise
changes in the Company’s capital structure as a result of this review and
present strategies to effect such changes. The purpose of this letter is to
memorialize the terms of our engagement by the Company.

       

      1.           Transaction
Summary. During
the term of this engagement, as defined in paragraph 7, DJSI will be the
exclusive placement agent to the Company with respect to the Registered
Placement pursuant to a registration statement on Form S-1 or S-3, which may be
amended and supplemented (as amended and supplemented, the “Registration
Statement”) to be filed with the Securities and Exchange Commission (the
“SEC”).  The securities to be offered in the Registered Placement (the
“Securities”) may be sold in one or more closings during the term of this
engagement (each, a “Closing”).  The specific terms of the Registered
Placement will depend on the results of DJSI’s due diligence, as well as market
conditions, and will be subject to negotiation between the Company and
DJSI.

       

      2.           Best
Efforts.  It
is understood that DJSI’s involvement is strictly on a best efforts basis and
that the consummation of the Registered Placement will be subject to, among
other things, market conditions.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      3.           Interim
Activity.  Except
(i) in connection with (a) the conversion of convertible debt or the exercise of
warrants and options outstanding prior to the closing of the Registered
Placement and (b) the Company’s grant of options to its officers, directors,
employees, and consultants under its stock option plan, and (ii) as
contemplated by this letter agreement, the Company will not directly during the
term of this engagement, without DJSI’s prior written consent sell shares of
capital stock or issue warrants or options.

       

      Notwithstanding
the foregoing and the exclusive nature of this engagement, DJSI hereby
acknowledges and agrees that during the term of this engagement, the Company may
assist with the identification of one or more other persons or entities to act
as potential selected dealers for the distribution by DJSI of the Securities to
be sold in the Registered Placement.

       

      4.           Information Provided to
DJSI.   In
connection with our engagement, the Company has agreed to furnish to DJSI, on a
timely basis, all relevant information needed by DJSI or its advisors or legal
counsel to perform under the terms of this letter agreement.  During
our engagement, it may be necessary for us:  to interview the
management of, the auditors for, and the consultants and advisors to the
Company; to rely (without independent verification) upon data furnished to us by
them; and to review any financial and other reports relating to the business and
financial condition of the Company as we may determine to be relevant under the
circumstances.  In this connection, the Company will make available to
us such information as we may request, including information with respect to the
assets, liabilities, earnings, earning power, financial condition, historical
performance, future prospects and financial projections and the assumptions used
in the development of such projections of the Company.  We agree that
all nonpublic information obtained by us in connection with our engagement will
be held by us in strict confidence and will be used by us solely for the purpose
of performing our obligations relating to our engagement.  In that
regard, we acknowledge that we are aware of our responsibilities under the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder, including, without limitation, rules and regulations
with respect to insider trading.

       

      We do not
assume any responsibility for, or with respect to, the accuracy, completeness or
fairness of the information and data supplied to us by the Company or its
representatives.  In addition, the Company acknowledges that we will
assume, without independent verification, that all information supplied to us
with respect to the Company that is included in the Registration Statement will
be true, correct and complete in all material respects and will not contain any
untrue statements of material fact or omit to state a material fact necessary to
make the information supplied to us not misleading. If at any time during the
course of our engagement the Company becomes aware of any material change in any
of the information previously furnished to us, it will promptly advise us of the
change or furnish us with additional information.

       

      5.           Company
Representations.  The
Company hereby represents and warrants to DJSI that the Company
will:

       

      (a)           Issue
a press release as soon as possible following the pricing of the offering upon
agreement by the Company and DJSI.  To the extent permissible under
Rule 134 under the Securities Act of 1933, as amended (the “Securities Act”),
such press release will include the number and price of the Securities offered,
the number of and exercise price of the warrants sold as part of the Units and
the gross proceeds from the Registered Placement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      (b)           On
the date of each Closing, cause outside counsel to the Company to deliver an
opinion to DJSI regarding such matters as DJSI shall reasonably request,
including the following (i) good standing in all jurisdictions where it
does business, (ii) the Securities sold in the Registered Placement are, or
will be upon receipt of payment therefore, duly authorized, validly issued,
fully-paid and non-assessable, (iii) the Registered Placement has been duly
authorized by the Board of Directors and, is not subject to stockholder
approval, (iv) the Registered Placement does not conflict with or require notice
under the Company’s bylaws or charter or any material agreement to which the
Company is a party and which the Company has filed as an exhibit to the
Registration Statement pursuant to Item 601(b)(10) of Regulation S-K, and (v)
the Registration Statement complies as to form in all material respects with the
Securities Act and the rules and regulations related thereto.

       

      (c)           Prior
to the consummation of the Registered Placement, obtain written lock-up
agreements restricting the Company, it Officers and its Directors from directly
or indirectly selling, offering, contracting or granting any option to sell
(including without limitation any short sale), pledge, transfer, establish an
open “put equivalent position” within the meaning of Rule 16a-1(h) under the
Securities Exchange Act of 1934, as amended, or otherwise dispose of any shares,
options or warrants to acquire the Company’s common stock, or securities
exchangeable or exercisable for or convertible into the Company’s common stock
currently or hereafter owned by them either of record or beneficially, or
publicly announce an intention to do any of the foregoing.  This
restriction terminates after the close of trading of the shares on and including
the 90 days after the latest Closing. However, subject to certain exceptions, in
the event that either (i) during the last 17 days of the 90-day restricted
period, the Company issues an earnings release or material news or a material
event relating to the Company occurs or (ii) prior to the expiration of the
90-day restricted period, the Company announces that it will release earnings
results during the 16-day period beginning on the last day of the 90-day
restricted period, then in either case the expiration of the 90-day restricted
period will be extended until the expiration of the 18-day period beginning on
the date of the issuance of an earnings release or the occurrence of the
material news or event, as applicable, unless DJSI waives, in writing, such an
extension.  DJSI may, in its sole discretion and at any time or from
time to time before the termination of the 90-day period, without notice,
release all or any portion of the securities subject to lock-up
agreements.

       

      (d)           Prior
to or promptly after the initial filing of the Registration Statement, all
officers and directors of the Company shall execute NASD
questionnaires.  The Company shall use its reasonable commercial
efforts to have each holder of more than 5% of the Company’s outstanding common
stock execute NASD questionnaires.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      (e)           Other
than DJSI, Brinson Patrick Securities Corporation, and Ladenburg Thalmann, no
FINRA member has provided investment banking, financial advisory and/or
consulting services to the Company during the 180 day period prior to filing the
Registration Statement, nor is any FINRA member expected to provide such
services during the 90 day period following completion of the Registered
Placement; provided, however, that none of
the foregoing other than DJSI have or will provide such services to the Company
in connection with the Registered Placement, nor have or will they be
compensated by the Company in connection with the Registered
Placement.

       

      6.           Scope of
Engagement.  The
Company acknowledges that we will not make, or arrange for others to make, an
appraisal of any physical assets of the Company.

       

      DJSI has
been engaged by the Company only in connection with the matters described in
this letter agreement and for no other purpose.  Except as provided in
this letter, we have not made, and will assume no responsibility to make any
representation in connection with our engagement as to any legal
matter.  Except as specifically provided in this letter agreement,
DJSI shall not be required to render any advice or reports in writing or to
perform any other services.

       

      7.           Term of
Engagement.  Our
representation on an exclusive basis will continue for a period of three (3)
months from the date first set forth above; however, either party may terminate
the relationship at any time upon 15 business days prior written notice to the
other party; provided, that no such expiration or termination will effect the
matters set forth in Section 9-18 of this letter agreement and reimbursement of
legal expenses pursuant to Section
8(a).

       

      8.           Fees and
Expenses.

       

      (a)           Upon
signing of this letter agreement, DJSI will be paid a non-refundable due
diligence fee of $20,000 (the “Deposit”).  The Company shall also
reimburse DJSI for any legal expenses incurred in connection with the Registered
Placement.  Upon each Closing of the Registered Placement, the Company
will also pay DJSI a non-accountable expense allowance equal to 2.0% of the
gross proceeds received from the Registered Placement in each such Closing (and
without regard to the expense cap set forth in the following
sentence).  For clarification, if the Registered Placement is not
consummated, DJSI will be reimbursed for legal expenses incurred pursuant to
this Section
8(a) and only reasonable out of pocket expenses, each upon presentation
of appropriate documentation of amounts incurred or expended, and not to exceed
$50,000 in the aggregate.

       

      (b)           Compensation
for our investment banking services will be as follows:

       

      (i)           Transaction
Fee.  Upon each Closing of the Registered Placement, the
Company will pay DJSI a transaction fee in cash (the “Fee”) in an amount equal
to 6.0% of the gross proceeds received from sale of its Securities in such
Closing.  DJSI agrees that the Fee is contingent on the Closing of the
Registered Placement, and that the Company will not be obligated to pay the Fee
unless the Registered Placement is completed. For the avoidance of doubt, the
Fee shall only be due on proceeds received at each Closing, but shall not be due
on any additional amounts that the Company may receive upon the exercise of
warrants or options issued in the Registered Placement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      (ii)           Transaction Fee
Warrants.  Upon each Closing of the Registered Placement, the
Company will issue DJSI warrants to purchase 3.0% of the common stock sold in
such Registered Placement with an exercise price equal to 125% of the public
offering price of the Units.  The warrants will have a term of five
(5) years from the closing of the Registered Placement and will be exercisable
after twelve (12) months from the date of effectiveness.  The warrants
will be issued pursuant to the warrant purchase agreement substantially in the
form attached as Exhibit B.

       

      (c)           All
warrants issued to DJSI shall be subject to the following additional terms and
conditions.

       

      (i)           The
DJSI warrants shall not have anti-dilution terms that allow DJSI and related
persons to receive more shares or to exercise at a lower price than originally
agreed upon at the time of the Registered Placement when the public shareholders
have not been proportionally affected by a stock split, stock dividend, or other
similar event.

       

      (ii)           The
DJSI warrants shall not have anti-dilution terms that allow DJSI and related
persons to receive or accrue cash dividends prior to the exercise or conversion
of the DJSI warrants.

       

      (iii)           For
a period of six months after the issuance date of the DJSI warrants (which shall
not be earlier than the respective Closing date of the Registered Placement),
neither the DJSI warrants nor any warrant shares issued upon exercise of the
DJSI warrants shall be (A) sold, transferred, assigned, pledged, or
hypothecated, or (B) the subject of any hedging, short sale, derivative, put, or
call transaction that would result in the effective economic disposition of the
securities by any person for a period of 180 days immediately following the date
of effectiveness or commencement of sales of the Registered Placement, except
the transfer of any security as permitted by the FINRA rules.

       

      (iv)           The
DJSI warrants shall include any other terms and conditions, or any modifications
to the above terms and conditions, as may be required under the FINRA
rules.

       

      (d)           Except
as set forth above, the warrants issued to DJSI shall have terms identical to
those sold to the investors in the Registered Placement.  The Company
acknowledges and agrees that it will be responsible for, and shall pay all of
the Company’s costs and expenses related to the purchase, sale and delivery of
its Securities in the Registered Placement. This includes, without limitation,
all fees and expenses of filing with the SEC and FINRA, all Blue Sky fees and
expenses, fees and disbursements of counsel and accountants for the Company,
printing costs, and any Company specific road show costs and expenses of Company
management and/or staff.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      9.           Indemnity and
Contribution.  The
parties agree to the terms of DJSI’s standard indemnification agreement, which
is attached hereto as Appendix A and incorporated herein by reference. The
provisions of this paragraph 9 shall survive any termination of this letter
agreement.

       

      10.           Other
Business.  The
Company understands that if DJSI is asked to act for the Company in any other
formal additional capacity relating to this engagement but not specifically
addressed in this letter, then such activities shall constitute separate
engagements and the terms and conditions of any such additional engagements will
be embodied in one or more separate written agreements, containing provisions
and terms to be mutually agreed upon, including without limitation appropriate
indemnification provisions.

       

      11.           Other DJSI
Activities.  DJSI
is a full service securities firm engaged in securities trading and brokerage
activities as well as investment banking and financial advisory
services.  In the ordinary course of our trading and brokerage
activities, DJSI or its affiliates may hold positions, for its own account or
the accounts of customers, in equity, debt or other securities of the Company or
any other company that may be involved in a Registered Placement with the
Company.  DJSI represents that there are no existing agreements
between DJSI and any of the Company’s stockholders who will execute a lock-up
agreement, providing consent to the sale of shares prior to the expiration of
the lock-up period.

       

      12.           Compliance with Applicable
Law.  In
connection with this engagement, the Company and DJSI will comply with all
applicable federal, state and foreign securities laws and other applicable
laws.

       

      13.           Independent
Contractor.  DJSI
is and at all times during the term hereof will remain an independent
contractor, and nothing contained in this letter agreement will create the
relationship of employer and employee or principal and agent as between the
Company and DJSI or any of its employees.  Without limiting the
generality of the foregoing, all final decisions with respect to matters about
which DJSI has provided services hereunder shall be solely those of the Company,
and DJSI shall have no liability relating thereto or arising
therefrom.  It is understood that DJSI’s responsibility to the Company
is solely contractual in nature and that DJSI does not owe the Company, or any
other party, any fiduciary duty as a result of its engagement.  DJSI
shall maintain a detailed record of potential purchasers that received a
preliminary prospectus during the offering.

       

      14.           Successors and
Assigns.  This
letter agreement and all obligations and benefits of the parties hereto shall
bind and shall inure to their benefit and that of their respective successors
and assigns.  The indemnity and contribution provisions incorporated
into this letter agreement are for the express benefit of the officers,
directors, employees, consultants, agents and controlling persons of DJSI and
their respective successors, assigns and parent companies.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      15.           Announcements.  The
Company grants to DJSI the right to place customary announcement(s) of this
engagement (following completion of the Registered Placement) in certain newspapers
and to mail announcement(s) to persons and firms selected by DJSI, and all costs
of such announcement(s) will be borne by DJSI.   DJSI agrees that
all such announcements shall be made in compliance with federal and state
securities laws, and subject to approval by the Company.

       

      16.           Governing Law and
Arbitration.  This
agreement shall be governed by and construed under the laws of the State of
Florida applicable to contracts made and to be performed entirely within the
State of Florida.

       

      17.           General
Provisions.  No
purported waiver or modification of any of the terms of this letter agreement
will be valid unless made in writing and signed by the parties
hereto.  Section headings used in this letter agreement are for
convenience only, are not a part of this letter agreement and will not be used
in construing any of the terms hereof.  This letter agreement
constitutes and embodies the entire understanding and agreement of the parties
hereto relating to the subject matter hereof, and there are no other agreements
or understandings, written or oral, in effect between the parties relating to
the subject matter hereof.  No representation, promise, inducement or
statement of intention has been made by either of the parties hereto which is to
be embodied in this letter agreement, and none of the parties hereto shall be
bound by or liable for any alleged representation, promise, inducement or
statement of intention, not so set forth herein.  No provision of this
letter agreement shall be construed in favor of or against either of the parties
hereto by reason of the extent to which either of the parties or its counsel
participated in the drafting hereof.  If any provision of this letter
agreement is held by a court of competent jurisdiction to be invalid, illegal or
unenforceable, the remaining provisions hereof shall in no way be affected and
shall remain in full force and effect.  This letter agreement may be
executed in any number of counterparts and by facsimile signature.

       

      18.           Nondisclosure.  The
Company agrees that any information or advice (other than any information or
advice relating to the U.S. tax treatment and U.S. tax structure of any
transaction) rendered by DJSI or any of DJSI representatives in connection with
this engagement is for the confidential use of the Company and its agents,
advisors and representatives only and the Company will not, and will not permit
any other third party to, disclose or otherwise refer to such advice or
information or to DJSI in any manner without the prior written consent of
DJSI.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      If the
foregoing correctly sets forth your understanding of our agreement, please sign
the enclosed copy of this letter and return it to DJSI.

       

      
        
          	 	Very
      truly yours,	 
	 	 	 
	 	      
                  DAWSON
      JAMES SECURITIES, INC.

                	 
	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Joseph
      E. Balagot	 
	 	 	Joseph
      E. Balagot	 
	 	 	Senior
      Managing Director, Investment Banking	 
	 	 	 	 
	 	 	Or	 
	 	 	 	 


        

        
          	
                   

                	
                  By:
      

                	/s/ Albert
      Poliak	 
	 	 	Albert
      Poliak	 
	 	 	President
      and CEO	 
	 	 	 	 


        

      

       

      The
undersigned hereby accepts, agrees to and becomes party to the foregoing letter
agreement, effective as of the date first written above.

       

      
        
          	NEXMED,
      INC.	 	 
	 	 	 
	 	 	 	 
	
                  By:
      

                	/s/ Bassam
      Damaj	 	 
	 	Bassam
      Damaj	 	 
	 	Title President
      and CEO	 	 
	 	 	 	 


        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      APPENDIX
A-INDEMNIFICATION AGREEMENT

       

      The
Company agrees to indemnify and hold harmless DJSI and its officers, directors,
employees, affiliates (as such term is defined in Rule 501(b) under the
Securities Act of 1933, as amended) and controlling persons (within the meaning
of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the
Securities Exchange Act of 1934, as amended) (DJSI and each such other persons
are collectively and individually referred to below as an “Indemnified Party”)
from and against any and all loss, claim, damage, liability and expense
whatsoever, as incurred, including, without limitation, reasonable costs of any
investigation, legal and other fees and expenses incurred in connection with,
and any amounts paid in settlement of, any action, suit or proceeding or any
claim asserted, to which the Indemnified Party may become subject under any
applicable federal or state law (whether in tort, contract or on any other
basis) or otherwise, (i) arising out of or based upon any untrue statement
or alleged untrue statement of a material fact contained in the registration
statement (including documents, incorporated by reference) (the “Registration
Statement”) or arising out of or based upon the omission or alleged omission to
state therein 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 or (ii) related to the performance by the
Indemnified Party of the services contemplated by this letter agreement
(including, without limitation, the offer and sale of the Securities) and will
reimburse the Indemnified Party for all expenses (including reasonable legal
fees and expenses) in connection with the investigation of, preparation for or
defense of any pending or threatened claim or any action or proceeding arising
therefrom, whether or not the Indemnified Party is a party and whether or not
such claim, action or proceeding is initiated or brought by the
Company.  The Company will not be liable under clause (ii) of the
foregoing indemnification provision to the extent that any loss, claim, damage,
liability or expense is found in a judgment by a court or arbitrator to have
resulted from the Indemnified Party’s willful misconduct, gross negligence, or
bad faith.  The Company also agrees that the Indemnified Party shall
have no liability (whether direct or indirect, in contract, tort or otherwise)
to the Company related to, or arising out of, the engagement of the Indemnified
Party pursuant to, or the performance by the Indemnified Party of the services
contemplated by, this letter agreement except to the extent that any loss,
claim, damage, liability or expense is found in a judgment by a court or
arbitrator to have resulted from the Indemnified Party’s willful misconduct,
gross negligence, or bad faith.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      If the
indemnity provided above shall be unenforceable or unavailable for any reason
whatsoever, the Company, its successors and assigns, shall contribute to all
such losses, claims, damages, liabilities and expenses (including, without
limitation, reasonable costs of any investigation, legal or other fees and
expenses incurred in connection with, and any amounts paid in settlement of, any
action, suit or proceeding or any claim asserted) (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and DJSI
under the terms of this letter agreement or (ii) if the allocation provided for
by clause (i) of this sentence is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i), but also the relative fault of the Company and DJSI in
connection with the matter(s) as to which contribution is to be
made.  The relative benefits received by the Company and DJSI shall be
deemed to be in the same proportion as the fee the Company actually pays to DJSI
bears to the total value of the consideration paid or to be paid to the Company
in the Registered Placement.  The relative fault of the Company and
DJSI shall be determined by reference to, among other things, whether any untrue
or alleged untrue statement of material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company or by DJSI
and the Company’s and DJSI’s relative intent, knowledge, access to information
and opportunity to correct.  The Company and DJSI agree that it would
not be just or equitable if contribution pursuant to this paragraph were
determined by pro rata allocation or by any other method of allocation which
does not take into account these equitable considerations. Notwithstanding the
foregoing, to the extent permitted by law, in no event shall the Indemnified
Party’s share of such losses, claims, damages, liabilities and expenses exceed,
in the aggregate, the fee actually paid to the Indemnified Party by the
Company.  The Company further agrees that, without DJSI’s prior
written consent, which consent will not be unreasonably withheld, it will not
enter into any settlement of a lawsuit, claim or other proceeding arising out of
the transactions contemplated by this agreement unless such settlement includes
an explicit and unconditional release from the party bringing such lawsuit,
claim or other proceeding of all  such lawsuits, claims, or other
proceedings against the Indemnified Parties.

       

      The
Indemnified Party will give prompt written notice to the Company of any claim
for which it seeks indemnification hereunder, but the omission to so notify the
Company will not relieve the Company from any liability which it may otherwise
have hereunder except to the extent that the Company is damaged or prejudiced by
such omission or from any liability it may have other than under this Appendix
A.  In addition to the Company’s other obligations hereunder and
without limitation, the Company agrees to pay monthly, upon receipt of itemized
statements therefore, all reasonable fees and expenses of counsel incurred by an
Indemnified Party in defending any claim of the type set forth in the preceding
paragraphs or in producing documents, assisting in answering any
interrogatories, giving any deposition testimony or otherwise becoming involved
in any action or response to any claim relating to the engagement referred to
herein, or any of the matters enumerated in the preceding paragraphs, whether or
not any claim is made against an Indemnified Party or an Indemnified Party is
named as a party to any such action.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      EXHIBIT
B

      


      FORM OF
WARRANT PURCHASE AGREEMENT

      


      WARRANT
PURCHASE AGREEMENT

      


      


      This
Warrant Purchase Agreement, dated as of __________ __, 2010 (the “Agreement”),
is entered into by and between NexMed, Inc., a Nevada corporation (the “Company”),
and Dawson James Securities, Inc. (“DJSI”).

       

      RECITALS

      


      A.           Capitalized
terms not otherwise defined herein shall have the meanings given such terms in
the engagement letter between the Company and DJSI dated [-_______ __, 2010 (the
“Engagement
Letter Agreement”).

       

      B.           The
Company and DJSI desire to set forth in this Agreement the terms and conditions
of the warrant to be issued by the Company to DJSI upon the closing of the
Registered Placement.

       

      NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

       

      AGREEMENT

      


      1.           Issuance of
Warrant.  Upon each closing of the Registered Placement, the
Company will issue DJSI a 5-year warrant to purchase an amount equal to 3.0% of
the Common Stock sold in such closing of the Registered Placement (the “DJSI
Warrants”).  For clarification, no warrants shall be issuable
to DJSI upon exercise of any warrants included in the Units.

       

      2.           Exercise
Price.  The exercise price of the DJSI Warrants shall be 125%
of the price of the Units issued to the investors at each closing in the
Registered Placement.

       

      3.           Term.  The
DJSI Warrants shall expire and not be exercisable or convertible more than five
years from the closing of the Registered Placement.

       

      4.           Similar
Terms.  Except as provided in this Agreement, the DJSI Warrants
shall be identical to the warrants issued in the Registered
Placement.

       

      5.           Registration
Rights.  The DJSI Warrants shall have unlimited piggyback
registration rights but no demand registration rights.

       

      6.           Anti-dilution
Rights.  (a) The DJSI Warrants shall not have anti-dilution
terms that allow DJSI and related persons to receive more shares or to exercise
at a lower price than originally agreed upon at the time of the Registered
Placement when the public shareholders have not been proportionally affected by
a stock split, stock dividend, or other similar event.  (b) The DJSI
Warrants shall not have anti-dilution terms that allow DJSI and related persons
to receive or accrue cash dividends prior to the exercise or conversion of the
DJSI Warrants.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      7.           Non
Transfer.  FOR A PERIOD OF SIX MONTHS AFTER THE ISSUANCE DATE
OF THE DJSI WARRANTS (WHICH SHALL NOT BE EARLIER THAN THE CLOSING DATE OF THE
REGISTERED PLACEMENT), NEITHER THE DJSI WARRANTS NOR ANY WARRANT SHARES ISSUED
UPON EXERCISE OF THE DJSI WARRANTS SHALL BE (A) SOLD, TRANSFERRED, ASSIGNED,
PLEDGED, OR HYPOTHECATED, OR (B) THE SUBJECT OF ANY HEDGING, SHORT SALE,
DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC
DISPOSITION OF THE SECURITIES BY ANY PERSON FOR A PERIOD OF 180 DAYS IMMEDIATELY
FOLLOWING THE DATE OF EFFECTIVENESS OR COMMENCEMENT OF SALES OF THE REGISTERED
PLACEMENT, EXCEPT THE TRANSFER OF ANY SECURITY AS PERMITTED BY THE FINRA
RULES.

       

      6.           Engagement Letter
Agreement.  Except as amended by this Agreement, the terms of
the Engagement Letter Agreement remain in full force and effect.

       

      7.           Miscellaneous.  This
Agreement may be executed in counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same
instrument.  This Agreement shall be governed by and construed under
the laws of the State of Florida applicable to contracts made in and to be
performed entirely within the State of Florida.

      


       

      [Signature
Page Follows]

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year first above written.

       

       

      
        
          	 	      
                  NEXMED,
      INC.

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Bassam
      Damaj	 
	 	 	President
      and CEO	 
	 	 	 	 


        

         

        
          	 	      
                  DAWSON
      JAMES SECURITIES, INC.

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Joseph
      E. Balagot	 
	 	 	Senior
      Managing Director