NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE

  BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE

  "SECURITIES ACT") OR ANY OTHER APPLICABLE UNITED STATES OR CANADIAN

  SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION

  REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS.

  NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY

  BE SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF

  EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE

  SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION

  UNDER THE PROVISIONS OF THE SECURITIES ACT OR ANY APPLICABLE CANADIAN

  LAWS.















                             STOCK PURCHASE WARRANT





                  To Purchase 109,879 Shares of Common Stock of

                        Nymox Pharmaceutical Corporation















         THIS CERTIFIES that, for value received, Judith Fitzpatrick Davis (the

"Holder"), is entitled, upon the terms and subject to the limitations on

exercise and the conditions hereinafter set forth, at any time on or after

January 8, 2000 (the "Initial Exercise Date") and on or prior to the close of

business on January 8, 2005 (the "Termination Date") but not thereafter, to

subscribe for and purchase from Nymox Pharmaceutical Corporation, a corporation

incorporated in Canada (the "Company"), up to 109,879 shares (the "Warrant

Shares") of Common Stock, no par value, of the Company (the "Common Stock"). The

purchase price of one share of Common Stock (the "Exercise Price") under this

Warrant shall be $3.70. The Exercise Price and the number of shares for which

the Warrant is exercisable shall be subject to adjustment as provided herein. In

the event of any conflict between the terms of this Warrant and the Share

Purchase Agreement dated as of January 8, 2000 pursuant to which this Warrant

has been issued (the "Purchase Agreement"), the Purchase Agreement shall

control. Capitalized terms used and not otherwise defined herein shall have the

meanings set forth for such terms in the Purchase Agreement.

{PAGE}



1.       Title to Warrant.



         Prior to the Termination Date and subject to compliance with applicable

laws, this Warrant and all rights hereunder are transferable, in whole or in

part, at the office or agency of the Company by the holder hereof in person or

by duly authorized attorney, upon surrender of this Warrant together with the

Assignment Form annexed hereto properly endorsed.



2.       Authorization of Shares.



         The Company covenants that all shares of Common Stock which may be

issued upon the exercise of rights represented by this Warrant will, upon

exercise of the rights represented by this Warrant, be duly authorized, validly

issued, fully paid and non-assessable and free from all taxes, liens and charges

in respect of the issue thereof (other than taxes in respect of any transfer

occurring contemporaneously with such issue).



3.       Exercise of Warrant.



         A.       Except as provided in Section 4 herein, exercise of the

                  purchase rights represented by this Warrant may be made at any

                  time or times on or after the Initial Exercise Date but before

                  the close of business on the Termination Date by the surrender

                  of this Warrant and the Notice of Exercise Form annexed hereto

                  duly executed, at the office of the Company (or such other

                  office or agency of the Company as it may designate by notice

                  in writing to the registered holder hereof at the address of

                  such holder appearing on the books of the Company) and, upon

                  payment of the Exercise Price of the shares thereby purchased

                  by wire transfer or cashier's check drawn on a United States

                  or Canadian bank, the holder of this Warrant shall be entitled

                  to receive a certificate for the number of shares of Common

                  Stock so purchased. Certificates for shares purchased

                  hereunder shall be delivered to the holder hereof within three

                  (3) Trading Days after the date on which this Warrant shall

                  have been exercised as aforesaid. This Warrant shall be deemed

                  to have been exercised and such certificate or certificates

                  shall be deemed to have been issued, and Holder or any other

                  person so designated to be named therein shall be deemed to

                  have become a holder of record of such shares for all

                  purposes, as of the date the Warrant has been exercised by

                  payment to the Company of the Exercise Price and all taxes

                  required to be paid by Holder, if any, pursuant to Section 5

                  prior to the issuance of such shares, have been paid.



         B.       If this Warrant shall have been exercised in part, the Company

                  shall, at the time of delivery of the certificate or

                  certificates representing Warrant Shares, deliver to Holder a

                  new Warrant evidencing the rights of Holder to purchase the

                  unpurchased shares of Common Stock called for by this Warrant,

                  which new Warrant shall in all other respects be identical

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