Exhibit 10.131


    
      

    

    Exhibit
      10.131

     

     

    

     

     

     

    VYTERIS,
      INC.

    


    


    


    SUBSCRIPTION
      DOCUMENTATION PACKAGE

    


    


    


    PRIVATE
      OFFERING OF VYTERIS, INC. COMMON STOCK AT A PRICE OF US$1.50 PER SHARE PLUS
      ONE
      WARRANT PER SHARE OF COMMON STOCK, EXERCISE PRICE OF US$3.00 PER SHARE


    


    


    


    


    


    Vyteris,
      Inc.

    13-01
      Pollitt Drive

    Fair
      Lawn, New Jersey 07410

    


    


    


    


    


    


    July
      __,
      2007


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    INSTRUCTIONS
      TO SUBSCRIBE FOR PURCHASE OF SHARES OF COMMON STOCK AND WARRANTS OF VYTERIS,
      INC.

    


    1.
      Review
      attached Subscription Agreement and Exhibits with legal counsel and advisors,
      as
      well as publicly available information regarding Vyteris, Inc., a Nevada
      Corporation (the “Company”),
      available as filed with the United States Securities and Exchange Commission,
      at
www.sec.gov.

     

    2.
      Complete the required information on the signature page of the Subscription
      Agreement and date and sign the signature page. Sign and date the signature
      pages of the Warrant attached to this subscription package.

     

    3.
      Initial the entries in the Accredited Investor Certification, attached to the
      Subscription Agreement as Exhibit 6(n), directly following the signature page,
      as best describes subscriber’s accredited investor status.

     

    4.
      Return
      the completed Subscription Agreement, Warrant and Accredited Investor
      Certification to the Company to the Company via fax to Mr. Joseph Himy, at
      (201)
      796-1850, followed by return of originally executed documents by mail to the
      Company as follows:

     

    Mr.
      Joseph Himy

    Senior
      Vice President

    Vyteris,
      Inc.

    13-01
      Pollitt Drive

    Fair
      Lawn, New Jersey 07410

     

    5.
      Pay
      full subscription price, as set forth on the signature page to the Subscription
      Agreement, either by forwarding a check payable to Vyteris, Inc. at the address
      set forth in paragraph 4. above or by wire transfer, as follows:

     

    
      	 	
              Bank
                Name:

            	
              SIGNATURE
                BANK, 261
                Madison Avenue New York NY 10016

            
	 	 	
              Attn:
                Cliff Broder

            
	 	
              ABA
                Number:

            	
              026013576

            
	 	
              Acct.
                Name: 

            	
              Signature
                Bank as Escrow Agent for 

            
	 	 	
              Vyteris,
                Inc. 

            
	 	
              A/C
                Number:

            	
              1500926194

            


    

     

    Should
      there be any questions regarding a wire transfer, please contact:

     

    
      	 	
              Steven
                Deneff

            
	 	
              Vice
                President/Associate Group Director

            
	 	
              Signature
                Bank

            
	 	
              261
                Madison Avenue New York NY 10016

            
	 	
              Ph
                646-822-1342

            
	 	
              Fx
                646-822-1359

            


    

     

    6.
      Should
      there be any other questions regarding this offering or the subscription
      documentation package, please contact Mr. Himy directly at (201) 300-1160 or
      via
      email at jhimy@vyteris.com.
      

     

    
      
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    VYTERIS,
      INC.

    


    SUBSCRIPTION
      AGREEMENT

    


    This
      Subscription Agreement (“Agreement”)
      by and
      between the purchaser set forth on the signature page hereto (“Purchaser”)
      and
      Vyteris, Inc., a Nevada corporation, with a principal address of 13-01 Pollitt
      Drive, Fair Lawn, New Jersey 07410 (the “Company”),
      is
      entered into as of the date accepted by the Company on the Signature page
      hereto.

    


    WITTNESSETH:

    


    WHEREAS,
      the Company is currently offering (the “Offering”)
      “Units”
(each
      Unit consists of one share of its Common Stock, par value $.001 per share (each,
      a “Share”)
      and
      one common stock purchase warrant, with an exercise price of US$3.00 per share
      (each, a “Warrant”))
      to
      investors, at a purchase price of US$1.50 per Unit, to be purchased on or before
      August 31, 2007, which date may be extended once by the Company for a period
      of
      no more than 60 days; and

    


    WHEREAS,
      the Purchaser would like to purchase from the Company the number of Units set
      forth on the signature pages hereof, for the aggregate purchase price set forth
      thereon.

    


    NOW,
      THEREFORE, in consideration for the mutual promises and covenants set forth
      herein, and for other good and valuable consideration, the receipt of which
      is
      hereby acknowledged, the parties hereby agree as follow:

    


    1.
      Subscription.
      The
      Purchaser hereby agrees to buy the number of Units set forth on the signature
      pages of this Agreement, for the aggregate purchase price also set forth on
      such
      signature pages. This Agreement incorporates all available information regarding
      the Company as set forth in its filings with the Securities and Exchange
      Commission (“Commission”)
      preceding the date of this Agreement (the “Company
      Filings”).
      The
      Shares shall have all of the rights and privileges as set forth in the Company
      Filings and the Warrants shall have all of the rights and privileges as set
      forth in the Form of Warrant set forth on Exhibit 1 hereto. This Offering is
      only open to Accredited Investors, as such term is described in Rule 501 of
      Regulation D, promulgated under the Securities Act of 1933, as amended from
      time
      to time (the “Securities
      Act”).
      Related persons and/or affiliates of the Company may participate in the
      Offering, and any such subscriptions shall be on the same terms as offered
      to
      other potential Purchasers.

    


    2.
      Payment.
      Along
      with returning the requested signature pages, the Purchaser encloses herewith
      a
      check payable to the Company or will immediately make a wire transfer payment
      to
“Signature Bank, Escrow Agent for Vyteris, Inc.,” all as more specifically set
      forth on the instruction page directly preceding this Agreement in the
      Subscription Package, in the full amount of the purchase price for the Units
      set
      forth on the signature pages hereto. Such funds will be held for the Purchaser’s
      benefit and will be promptly returned, without interest or offset, if this
      Agreement is not accepted by the Company, or if this Agreement is otherwise
      terminated by the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.
      Deposit
      of Funds.
      All
      payments made as provided in Section 2 hereof shall be deposited by the Company
      as soon as practicable with Signature Bank, as escrow agent (“Escrow
      Agent”).
      Purchaser should consult the instructions set forth on the page entitled
“Instructions to Subscribe,” included with this Agreement for instructions as to
      which escrow account Purchaser’s payment shall be deposited. If the Company
      rejects a Purchaser’s subscription (which decision is in the sole discretion of
      the Company), either in whole or in part, the rejected subscription funds or
      the
      rejected portion thereof will be returned promptly to the Purchaser without
      interest thereon or deduction therefrom.

    


    4.
      Acceptance
      of Subscription.
      The
      Purchaser understands and agrees that the Company in its sole discretion
      reserves the right to accept or reject this or any other subscription for Units,
      in whole or in part, notwithstanding prior receipt by the Purchaser of notice
      of
      acceptance on this or any other subscription. The Company shall have no
      obligation hereunder until the Company shall execute and deliver to the
      Purchaser an executed copy of this Subscription Agreement. If Purchaser’s
      subscription is rejected in whole, or the Offering is terminated, all funds
      received from the Purchaser will be returned without interest, penalty, expense
      or deduction, and this Subscription Agreement shall thereafter be of no further
      force or effect. If Purchaser’s subscription is rejected in part, the funds for
      the rejected portion of such subscription will be returned without interest
      or
      offset, and this Subscription Agreement will continue in full force and effect
      to the extent such subscription was accepted.

    


    5.
      Representations
      and Warranties of Company.
      The
      Company hereby represents, warrants and agrees as follows, except as otherwise
      set forth in Company Filings are otherwise excepted herein:

    


    (a)    Subsidiaries.
      Except
      as set forth in the Company Filings, the Company owns, directly or indirectly,
      all of the capital stock or other equity interests of each subsidiary free
      and
      clear of any liens, and all of the issued and outstanding shares of capital
      stock of each subsidiary are validly issued and are fully paid, non-assessable
      and free of preemptive and similar rights to subscribe for or purchase
      securities. 

     

    (b)    Organization
      and Qualification.
      The
      Company and each of its subsidiaries is an entity duly incorporated or otherwise
      organized, validly existing and in good standing under the laws of the
      jurisdiction of its incorporation or organization (as applicable), with the
      requisite power and authority to own and use its properties and assets and
      to
      carry on its business as currently conducted. Neither the Company nor any
      subsidiary is in violation or default of any of the provisions of its respective
      certificate or articles of incorporation, bylaws or other organizational or
      charter documents. Each of the Company and the subsidiaries is duly qualified
      to
      conduct business and is in good standing as a foreign corporation or other
      entity in each jurisdiction in which the nature of the business conducted or
      property owned by it makes such qualification necessary, except where the
      failure to be so qualified or in good standing, as the case may be, could not
      have or reasonably be expected to result in (i) a material adverse effect on
      the
      legality, validity or enforceability of any of this Agreement and the Warrant
      (each, a “Transaction
      Document”
and
      collectively, the “Transaction
      Documents”),
      (ii)
      a material adverse effect on the results of operations, assets, business,
      prospects or condition (financial or otherwise) of the Company and the
      subsidiaries, taken as a whole, or (iii) a material adverse effect on the
      Company’s ability to perform in any material respect on a timely basis its
      obligations under any Transaction Document (any of (i), (ii) or (iii), a
“material
      adverse effect on the Company’s business or operations”)
      and no
      proceeding has been instituted in any such jurisdiction revoking, limiting
      or
      curtailing or seeking to revoke, limit or curtail such power and authority
      or
      qualification.

     

    
      
        
        

      

      
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    (c)    Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by each of the Transaction Documents
      and otherwise to carry out its obligations hereunder and thereunder. The
      execution and delivery of each of the Transaction Documents by the Company
      and
      the consummation by it of the transactions contemplated hereby and thereby
      have
      been duly authorized by all necessary action on the part of the Company and
      no
      further action is required by the Company, its board of directors or its
      stockholders in connection therewith other than in connection with any required
      approvals described in the Company Filings (“Required
      Approvals”).
      Each
      Transaction Document has been (or upon delivery will have been) duly executed
      by
      the Company and, when delivered in accordance with the terms hereof and thereof,
      will constitute the valid and binding obligation of the Company enforceable
      against the Company in accordance with its terms except (i) as limited by
      general equitable principles and applicable bankruptcy, insolvency,
      reorganization, moratorium and other laws of general application affecting
      enforcement of creditors’ rights generally, (ii) as limited by laws relating to
      the availability of specific performance, injunctive relief or other equitable
      remedies and (iii) insofar as indemnification and contribution provisions may
      be
      limited by applicable law.

     

    (d)    No
      Conflicts.
      The
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by the Company of the other transactions contemplated
      hereby and thereby do not and will not: (i) conflict with or violate any
      provision of the Company’s or any Subsidiary’s certificate or articles of
      incorporation, bylaws or other organizational or charter documents, or (ii)
      conflict with, or constitute a default (or an event that with notice or lapse
      of
      time or both would become a default) under, result in the creation of any lien
      upon any of the properties or assets of the Company or any Subsidiary, or give
      to others any rights of termination, amendment, acceleration or cancellation
      (with or without notice, lapse of time or both) of, any agreement, credit
      facility, debt or other instrument (evidencing a Company or Subsidiary debt
      or
      otherwise) or other understanding to which the Company or any Subsidiary is
      a
      party or by which any property or asset of the Company or any Subsidiary is
      bound or affected, or (iii) subject to the Required Approvals, conflict with
      or
      result in a violation of any law, rule, regulation, order, judgment, injunction,
      decree or other restriction of any court or governmental authority to which
      the
      Company or a Subsidiary is subject (including federal and state securities
      laws
      and regulations), or by which any property or asset of the Company or a
      Subsidiary is bound or affected; except in the case of each of clauses (ii)
      and
      (iii), such as could not have or reasonably be expected to result in a material
      adverse effect on the Company’s business or operations.

     

    
      
        
        

      

      
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    (e)    Filings,
      Consents and Approvals.
      The
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, or make any filing or registration with, any court
      or
      other federal, state, local or other governmental authority or other Person
      in
      connection with the execution, delivery and performance by the Company of the
      Transaction Documents, other than (i) filings required pursuant to those
      described in Company Filings and (ii) the filing of Form D with the SEC and
      such
      filings as are required to be made under applicable state securities laws
      (collectively, the “Required
      Approvals”).

     

    (f)    Issuance
      of the Securities.
      The
      Shares and Warrants are duly authorized and, when issued and paid for in
      accordance with the applicable Transaction Documents, will be duly and validly
      issued, fully paid and nonassessable, free and clear of all liens imposed by
      the
      Company other than restrictions on transfer provided for in the Transaction
      Documents. The underlying shares, when issued in accordance with the terms
      of
      the Warrant and this Agreement, will be validly issued, fully paid and
      nonassessable, free and clear of all liens imposed by the Company. The Company
      has reserved from its duly authorized capital stock a number of shares of Common
      Stock for issuance of the Shares to be issued hereunder and issuable upon
      exercise of the Warrant. 

     

    (g)    Company
      Filings; Financial Statements.
      The
      Company has filed all reports, schedules, forms, statements and other documents
      required to be filed by the Company under the Securities Act and the Exchange
      Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years
      preceding the date hereof (or such shorter period as the Company was required
      by
      law or regulation to file such material) on a timely basis or has received
      a
      valid extension of such time of filing and has filed any such Company Filings
      prior to the expiration of any such extension. As of their respective dates,
      the
      Company Filings complied in all material respects with the requirements of
      the
      Securities Act and the Exchange Act, as applicable, and none of the Company
      Filings, when filed, contained 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 the light of the circumstances under
      which they were made, not misleading. The financial statements of the Company
      included in the Company Filings comply in all material respects with applicable
      accounting requirements and the rules and regulations of the Commission with
      respect thereto as in effect at the time of filing. Such financial statements
      have been prepared in accordance with United States generally accepted
      accounting principles applied on a consistent basis during the periods involved
      (“GAAP”),
      except as may be otherwise specified in such financial statements or the notes
      thereto and except that unaudited financial statements may not contain all
      footnotes required by GAAP, and fairly present in all material respects the
      financial position of the Company and its consolidated subsidiaries as of and
      for 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,
      immaterial, year-end audit adjustments.

     

    (h)    Material
      Changes.
      Since
      the date of the latest audited financial statements included within the Company
      Filings, except as specifically disclosed in a subsequent Company Filing filed
      prior to the date hereof, (i) there has been no event, occurrence or development
      that has had or that could reasonably be expected to result in a material
      adverse effect on the Company’s business or operations, (ii) the Company has not
      incurred any liabilities (contingent or otherwise) other than (A) trade payables
      and accrued expenses incurred in the ordinary course of business consistent
      with
      past practice and (B) liabilities not required to be reflected in the Company’s
      financial statements pursuant to GAAP or disclosed in filings made with the
      Commission, (iii) the Company has not altered its method of accounting, (iv)
      the
      Company has not declared or made any dividend or distribution of cash or other
      property to its stockholders or purchased, redeemed or made any agreements
      to
      purchase or redeem any shares of its capital stock and (v) the Company has
      not
      issued any equity securities to any officer, director or Affiliate, except
      pursuant to existing Company stock option plans. The Company does not have
      pending before the Commission any request for confidential treatment of
      information. Except for the issuance of the Securities contemplated by this
      Agreement or as set forth in Company Filings, no event, liability or development
      has occurred or exists with respect to the Company or its Subsidiaries or their
      respective business, properties, operations or financial condition, that would
      be required to be disclosed by the Company under applicable securities laws
      at
      the time this representation is made that has not been publicly disclosed at
      least one Trading Day prior to the date that this representation is
      made.

     

    
      
        
        

      

      
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    (i)    Compliance.
      Neither
      the Company nor any Subsidiary (i) is in default under or in violation of (and
      no event has occurred that has not been waived that, with notice or lapse of
      time or both, would result in a default by the Company or any Subsidiary under),
      nor has the Company or any Subsidiary received notice of a claim that it is
      in
      default under or that it is in violation of, any indenture, loan or credit
      agreement or any other agreement or instrument to which it is a party or by
      which it or any of its properties is bound (whether or not such default or
      violation has been waived), (ii) is in violation of any order of any court,
      arbitrator or governmental body, or (iii) is or has been in violation of any
      statute, rule or regulation of any governmental authority, including without
      limitation all foreign, federal, state and local laws applicable to its business
      and all such laws that affect the environment, except in each case as could
      not
      have or reasonably be expected to result in a material adverse effect on the
      Company’s business or operations.

     

    (j)    Certain
      Fees.
      Finders
      fees are due and payable to Wolverine International Holdings Ltd. with respect
      to this transaction. The fees are equal to ten percent (10%) of the aggregate
      amount of subscription price plus a number of warrants equal to ten percent
      (10%) of the total number of warrants (in form of finders’ warrants) issued to
      subscribers hereunder. Other than as set forth in this paragraph 5(j), no
      brokerage or finder’s fees or commissions are or will be payable by the Company
      to any broker, financial advisor or consultant, finder, placement agent,
      investment banker, bank or other Person with respect to the transactions
      contemplated by the Transaction Documents. The Purchasers shall have no
      obligation with respect to any fees or with respect to any claims made by or
      on
      behalf of other Persons for fees of a type contemplated in this Section that
      may
      be due in connection with the transactions contemplated by the Transaction
      Documents. 

     

    (k)    Private
      Placement.
      Assuming the accuracy of the Purchasers’ representations and warranties set
      forth in Article 6 hereof, no registration under the Securities Act is required
      for the offer and sale of the Securities by the Company to the Purchasers as
      contemplated hereby. The issuance and sale of the securities hereunder does
      not
      contravene the rules and regulations of the Over the Counter Bulletin
      Board.

     

    
      
        
        

      

      
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    (l)    Investment
      Company.
      The
      Company is not, and is not an affiliate of, and immediately after receipt of
      payment for the securities, will not be or be an affiliate of, an “investment
      company” within the meaning of the Investment Company Act of 1940, as amended.
      The Company shall conduct its business in a manner so that it will not become
      subject to the Investment Company Act of 1940, as amended.

     

    (m)    No
      Integrated Offering.
      Assuming the accuracy of the Purchasers’ representations and warranties set
      forth in Article 6, neither the Company, nor any of its Affiliates, nor any
      Person acting on its or their behalf has, directly or indirectly, made any
      offers or sales of any security or solicited any offers to buy any security,
      under circumstances that would cause this offering of the securities to be
      integrated with prior offerings by the Company for purposes of the
      Securities.

     

    (n)    Except
      for matters that would not, individually or in the aggregate, have or reasonably
      be expected to result in a material adverse effect on the Company’s business or
      operations, the Company and each subsidiary has filed all necessary federal,
      state and foreign income and franchise tax returns and has paid or accrued
      all
      taxes shown as due thereon, and the Company has no knowledge of a tax deficiency
      which has been asserted or threatened against the Company or any
      Subsidiary.

     

    (o)    No
      General Solicitation.
      Neither
      the Company nor any person acting on behalf of the Company has offered or sold
      any of the Units by any form of general solicitation or general advertising.
      The
      Company has offered the Securities for sale only to the Purchasers and certain
      other “accredited investors” within the meaning of Rule 501 under the Securities
      Act.

     

    (p)    Foreign
      Corrupt Practices.
      Neither
      the Company, nor to the knowledge of the Company, any agent or other person
      acting on behalf of the Company, has (i) directly or indirectly, used any funds
      for unlawful contributions, gifts, entertainment or other unlawful expenses
      related to foreign or domestic political activity, (ii) made any unlawful
      payment to foreign or domestic government officials or employees or to any
      foreign or domestic political parties or campaigns from corporate funds, (iii)
      failed to disclose fully any contribution made by the Company (or made by any
      person acting on its behalf of which the Company is aware) which is in violation
      of law, or (iv) violated in any material respect any provision of the Foreign
      Corrupt Practices Act of 1977, as amended.

     

    6.
      Representations
      and Warranties of Purchaser.
      The
      Purchaser hereby represents, warrants and agrees as follows:

    


    (a)    No
      Registration.
      None of
      the Shares or shares underlying the Warrants offered hereby (sometimes referred
      to as the “Securities”)
      are
      registered under the Securities Act, or any state securities laws. The Purchaser
      understands that the offering and sale of the Shares or shares underlying the
      Warrants offered hereby is intended to be exempt from registration under the
      Securities Act, by virtue of Section 4(2) thereof and the provisions of
      Regulation D promulgated thereunder, based, in part, upon the representations
      and warranties of the Purchaser contained herein. 

     

    
      
        
        

      

      
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    (b)    Due
      Organization, etc.
      If the
      Purchaser is a company, it is a duly organized legal entity, validly existing
      and in good standing under the laws of the state of its organization and has
      the
      requisite company power and authority to execute and deliver this Agreement
      and
      to perform its obligations hereunder. If the Purchaser is a partnership,
      syndicate or other form of unincorporated organization, the Purchaser has the
      necessary legal capacity and authority to execute and deliver this Agreement
      and
      to observe and perform its covenants and obligations hereunder and has obtained
      all necessary approvals in respect thereof. If the Purchaser is a natural
      person, the Purchaser has obtained the age of majority and has the legal
      capacity and competence to execute this Agreement and to take all actions
      required pursuant thereto. This Subscription Agreement constitutes the legal,
      valid and binding obligation of Purchaser, and the execution and delivery of
      this Subscription Agreement will not violate or be in conflict with any order,
      judgment, injunction agreement or other controlling instrument to which such
      Purchaser is a party or by which it is bound.

     

    (c)    Due
      Execution and Delivery.
      This
      Agreement has been duly executed and delivered by Purchaser and is the valid
      and
      binding obligation of the Purchaser, enforceable against the Purchaser in
      accordance with its terms, except as such enforceability may be limited by
      bankruptcy, moratorium, insolvency, reorganization or other similar laws
      generally affecting the enforcement of creditors' rights, specific performance,
      injunctive or other equitable remedies.

     

    (d)    Private
      Placement.
      In
      reliance upon the Purchasers’ representations and warranties in this Agreement
      (including attachments hereto), neither the offering nor the sale of the
      Securities has been registered under the Act or any state securities laws or
      regulations. The Purchaser was not offered or sold the Securities, directly
      or
      indirectly, by means of any form of general solicitation or general advertising,
      including the following: (i) any advertisement, article, notice, or other
      communication published in any newspaper, magazine, or similar medium or
      broadcast over television or radio; or (ii) to the knowledge of the Purchaser,
      any seminar or meeting whose attendees had been invited by any general
      advertising. There is no public market for the Securities and the Company is
      under no obligation to register the Securities on the Purchaser’s behalf or to
      assist the Purchaser in complying with any exemption from registration. The
      Purchaser has not received or been provided with a prospectus, offering
      memorandum or sales or advertising literature and the Purchaser’s decision to
      purchase the Securities was not based upon and the Purchaser has not relied
      upon
      any verbal or written representations as to fact made by the Company or any
      other person but that the Purchaser’s decision was based upon the information
      about the Company that is publicly available.

     

    (e)    Information
      Received.
      The
      Purchaser and its attorney, accountant, purchaser representative and/or tax
      advisor, if any (collectively, the “Advisors”),
      have
      receive all documents requested by them and have had access through the EDGAR
      system to true and complete copies of the Company’s most recent Annual Report of
      Form 10-KSB for the fiscal year ended December 31, 2006 (“Most
      Recent 10-KSB”),
      the
      Company’s most recent Quarterly Report on Form 10-QSB (“Most
      Recent 10-QSB”),
      and
      all other Company Filings, have carefully reviewed them and understand the
      information contained therein, prior to the execution of this Subscription
      Agreement. Specifically, but not by way of limitation, the Purchaser
      acknowledges that it has reviewed the description of business, risk factors
      and
      financial statements of the Company set forth in the Most Recent 10-KSB and
      Most
      Recent 10-QSB and has evaluated such matters in considering whether to make
      an
      investment in the Offering and acknowledges that the risk factors therein may
      materially adversely affect the Company’s results of operations and future
      prospects. All documents, records and books pertaining to the investment in
      the
      Units have been made available for inspection by the Purchaser and its Advisors,
      if any (other than Company Filings to which it has had access through EDGAR).
      The Purchaser and its Advisors, if any, have had a reasonable opportunity to
      ask
      questions and receive answers from a person or persons acting on behalf of
      the
      Company concerning the offering of the Units and the business, financial
      condition, results of operations and prospects of the Company, and all such
      questions have been answered by the Company in writing to the full satisfaction
      of the Purchaser and its Advisors. In evaluating the suitability of any
      investment in the Company, the Purchaser has not relied upon any representation
      or information (oral or written) other than the Company Filings.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    (f)    No
      Broker.
      The
      Purchaser has taken no action which would give rise to any claim by any person
      or entity for brokerage commissions, finders’ fees or the like relating to the
      Offering (other than finders’ fees to be paid by the Company to Wolverine
      International Holdings Ltd.).

     

    (g)    Acquisition
      for Own Account, etc.
      The
      Purchaser is acquiring the Units, and any capital stock issuable upon exercise
      of the Warrants, for the Purchaser’s own account, for investment and not with a
      view to, or for sale in connection with, any distribution of such Units or
      any
      part thereof. The Purchaser has no formal or informal arrangement or agreement
      with any person or entity to sell or transfer all or any part of the Shares
      or
      the Warrants, and the Purchaser has no plans to enter into any such agreement
      or
      arrangement. The Purchaser (i) has such knowledge and experience in financial
      and business affairs that it is capable of evaluating the merits and risks
      involved in purchasing the Units and to make an informed investment decision
      with respect thereto, (ii) is able to bear the economic risks (including, a
      complete loss) involved in purchasing the Units and has the adequate means
      of
      providing for its current needs and contingencies, and (iii) has had the
      opportunity to ask questions of, and receive answers from, the Company and
      persons acting on the Company’s behalf concerning the Company’s business,
      management, and financial affairs and the terms and conditions of the Units.
      The
      Purchaser is not relying on the Company or any of its employees or agents or
      officers or directors with respect to the legal, tax, economic and related
      considerations of any investment in the Units and has only relied on the advice
      of, or has consulted with its own Advisors. The Purchaser’s jurisdiction of
      residence is set forth on the signature pages hereto. 

     

    (h)    High
      Risk Investment.
      The
      purchase of the Units represents a high risk investment, and the Purchaser
      is
      able to bear the burden of losing its investment. The Purchaser must bear these
      risks indefinitely because none of the Shares, the Warrants or shares of Company
      stock underlying the Warrants may not be sold, hypothecated or otherwise
      disposed of unless subsequently registered under the Securities Act and
      applicable state securities laws or an exemption from such registration
      requirement is available (pursuant to an opinion of counsel acceptable to the
      Company in its sole discretion to that effect). Legends will be placed on the
      Shares and Warrants to that effect and appropriate notations thereof will be
      made in the Company’s stock ledger. Stop transfer instructions will also be
      placed with the Company’s transfer agent. Purchaser acknowledges that it can
      bear the risk of holding these securities for an indefinite period of time.
      The
      Purchaser is knowledgeable about investment considerations in public companies,
      including small cap companies. The Purchaser’s overall commitment to not readily
      marketable investments is not excessive in view of Purchaser’s net worth and
      financial circumstances, taking into accounting the investment being made
      hereby. This investment is suitable for the Purchaser.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (i)    Accredited
      Investor.
      The
      Purchaser is an “accredited investor” as such term is defined in Rule 501 of
      Regulation D under the Securities Act. The jurisdiction referred to under
“Address” on the signature pages attached hereto is the Purchaser’s residence or
      place of business and is not created or used solely for the purpose of acquiring
      the Units and the Purchaser is not purchasing the Units for the account or
      benefit of any person in any jurisdiction other than such
      jurisdiction.

     

    (j)    Legend.
      The
      following legend referring to the foregoing restrictions will be set forth
      on
      certificates representing the Securities, as set forth below:

     

    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH
      A
      VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE
      OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
      RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
      THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
      1933.

     

    (k)    Funds.
      The
      Purchaser has taken such measures as are required by law to assure that the
      funds used to pay to the Company the purchase price as set forth on the
      signature pages hereto are derived: (i) from transactions that do not violate
      United States law nor, to the extent such funds originate outside the United
      States, do not violate the laws of the jurisdiction in which they originated;
      and (ii) from permissible sources under United States law and to the extent
      such
      funds originate outside the United States, under the laws of the jurisdiction
      in
      which they originated.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (l)    Money
      Laundering, etc.
      To the
      best of the Purchaser’s knowledge, neither the Purchaser nor any person
      providing funds to the Purchaser: (i) is under investigation by any governmental
      authority for, or has been charged with, or convicted of, money laundering,
      drug
      trafficking, terrorist related activities, any crimes which in the United States
      would be predicate crimes to money laundering, or any violation of any
      Anti-Money Laundering Laws (as hereinafter defined); (ii) has been assessed
      civil or criminal penalties under any Anti-Money Laundering Laws; or (iii)
      has
      had any of its funds seized or forfeited in any action under any Anti-Money
      Laundering Laws. For purposes of this paragraph, the term “Anti-Money
      Laundering Laws”
shall
      mean laws, regulations and sanctions, state and federal, criminal and civil,
      that: (i) limit the use of and/or seek the forfeiture of proceeds from illegal
      transactions; (ii) limit commercial transactions with designated countries
      or
      individuals believed to be terrorists, narcotics dealers or otherwise engaged
      in
      activities contrary to the interests of the United States; (iii) require
      identification and documentation of the parties with whom a Financial
      Institution conducts business; or (iv) are designed to disrupt the flow of
      funds
      to terrorist organizations. Such laws, regulations and sanctions shall be deemed
      to include the USA Patriot Act of 2001, Pub. L. No. 107-56 (the “Patriot
      Act”),
      the
      Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq. (the “Bank
      Secrecy Act”),
      the
      Trading with the Enemy Act, 50 U.S.C. Appendix, the International Emergency
      Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction
      regulations promulgated pursuant thereto by the OFAC, as well as laws relating
      to prevention and detection of money laundering in 18 U.S.C. Sections 1956
      and
      1957.

     

    (m)    Patriot
      Act.
      The
      Purchaser is in compliance with any and all applicable provisions of the Patriot
      Act including, without limitation, amendments to the Bank Secrecy Act. If the
      Purchaser is a Financial Institution, it has established and is in compliance
      with all procedures required by the Purchaser and the Bank Secrecy
      Act.

     

    (n)    Accredited
      Investor Questionnaire.
      The
      Purchaser has accurately and truthfully completed the Investor Questionnaire
      attached hereto as Exhibit 6(n).

     

    (o)    No
      Short Selling.
      The
      Purchaser, on behalf of itself and its affiliates, hereby covenants and agrees
      not to, directly or indirectly, offer to “short sell,” contract to “short sell”
or otherwise “short sell” the securities of the Company, including, without
      limitation, shares of Common Stock that will be received as a result of the
      exercise of the Warrants or the shares offered hereunder.

     

    (p)    Accuracy
      of Information.
      Any
      information the Purchaser has furnished in the past or is furnishing herewith
      to
      the Company is complete and accurate and may be relied upon by the Company
      in
      determining the availability of an exemption from registration under federal
      and
      state securities laws in connection with this Offering. The Purchaser agrees
      to
      notify and supply corrective information to the Company immediately upon the
      occurrence of any change therein occurring prior to the Company’s issuance of
      the Units.

     

    (q)    Forward
      Looking Statements.
      The
      Purchaser acknowledges that any estimates or forward looking statements or
      projections included in any Company Filings or otherwise regarding the Company
      were prepared by the Company in good faith, but that the attainment of any
      such
      projections, estimates or forward-looking statements cannot be guaranteed by
      the
      Company and may not be relied upon by the Purchaser.

     

    (r)    Further
      Assurances.
      Within
      five (5) days of receipt of a request from the Company, the Purchaser will
      execute and deliver any documents, provide any information and take any actions
      necessary to comply with any and all laws, rules and regulations to which the
      Company is subject.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (s)    No
      Regulatory Approval.
      THE
      SECURITIES OFFERED HEREBY HAVE NOT BE REGISTERED UNDER THE SECURITIES ACT OR
      THE
      SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON
      EXEMPTIONS THEREFROM. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRASFER
      AND
      RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID
      ACT
      AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEEFROM. THE SECURITIES
      HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION, ANY STATE REGULATORY
      AUTHORITY OR OTHER GOVERNING BODY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES
      PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY
      OF ANY COMPANY PUBLIC DISCLOSURES. ANY REPRESENTATION TO THE CONTRARY IS
      UNLAWFUL.

     

    (t)    No
      Prohibited Investment.
      Purchaser hereby represents and warrants that the proposed investment in the
      Company is being made on its own behalf and does not directly or indirectly
      contravene United States federal, state, local or international laws or
      regulations applicable to Purchaser, including anti-money laundering laws (a
      "Prohibited Investment"). Federal regulations and Executive Orders administered
      by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC")
      prohibit, among other things, the engagement in transactions with, and the
      provision of services to, certain foreign countries, territories, entities
      and
      individuals. The lists of OFAC prohibited countries, territories, persons and
      entities can be found on the OFAC website at <www.treas.gov/ofac>.
      Purchaser hereby represents and warrants that it is not a country, territory,
      person or entity named on an OFAC list, nor is Purchaser a natural person or
      entity with whom dealings are prohibited under any OFAC
      regulations.

     

    (u)    No
      Senior Political Figure.
      Purchaser represents and warrants that it is not a senior foreign political
      figure, or any immediate family member or close associate of a senior foreign
      political figure within the meaning of, and applicable guidance issued by the
      Department of the Treasury concerning, the U.S. Bank Secrecy Act (31 U.S.C.
      §5311 et seq.), as amended, and any regulations promulgated
      thereunder.

     

    (v)    Agreement
      to Provide Information.
      Upon the
      written request from the Company, Purchaser agrees to provide all information
      to
      the Company to enable the Company to comply with all applicable anti-money
      laundering statutes, rules, regulations and policies, including any policies
      applicable to a portfolio investment held or proposed to be held by the Company.
      Purchaser understands and agrees that the Company may release confidential
      information about Purchaser, if the Company, in its sole discretion, determines
      that such disclosure is necessary to comply with applicable statutes, rules,
      regulations and policies.

     

    (w)    Foreign
      Bank.
      If the
      Purchaser is affiliated with a non-U.S. banking institution (“Foreign
      Bank”),
      or if
      the Purchaser receives deposits from, makes payments on behalf of, or handles
      other financial transactions related to a Foreign Bank, the Purchaser represents
      and warrants to the Company that: (i) the Foreign Bank has a fixed address,
      other than solely an electronic address, in a country in which it is authorized
      to conduct banking activities; (ii) it maintains operating records related
      to
      its banking activities; (iii) it is subject to inspection by the banking
      authority licensing it to conduct banking activities; and (iv) it does not
      provide banking services to any other Foreign Bank that does not have a physical
      presence in any country and that is not a regulated entity.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    7.
      Indemnification.
      The
      Purchaser agrees to indemnify and hold harmless the Company and its officers,
      directors, employees, agents, control persons and affiliates from and against
      any and all damages, costs, losses, liabilities, claims, fees and expenses
      whatsoever (including , but not limited to, any and all expenses incurred in
      investigating, preparing or defending against any litigation, commenced or
      threatened) based upon or arising out of any actual or alleged false
      acknowledgement, representation or warranty, or misrepresentation or failure
      to
      state a material fact, or breach by the Purchaser of any covenant or agreement
      made by the Purchaser herein or in any other document delivered in connection
      with this Agreement.

    


    8.
      Further
      Assurances.
      Each of
      the parties shall, prior to or at the Closing, as may be appropriate, execute
      such documents and other papers and take such other further actions as may
      be
      reasonably required to carry out the provisions hereof and effectuate the
      transactions contemplated hereby. Each party shall use its commercially
      reasonable efforts to fulfill or obtain the fulfillment of the conditions to
      its
      obligation to effect the Closing, including promptly obtaining any consents
      required in connection herewith

    


    9.
      Miscellaneous.

     

    (a)    Publicity.
      Subject
      to the requirements of the applicable securities laws, no publicity release
      or
      announcement concerning this Agreement or the transactions contemplated hereby
      shall be issued without advance approval of the form and substance thereof
      by
      Company.

     

    (b)    Notices.
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed to have been given when delivered by hand or by facsimile transmission,
      when telexed, or upon receipt when mailed by registered or certified mail
      (return receipt requested), postage prepaid, to the parties at the following
      addresses (or at such other address for a party as shall be specified by like
      notice):

     

    
      	 	
              (i)

            	
              If
                to Company:

            
	 	 	 
	 	 	
              Vyteris,
                Inc.

            
	 	 	
              13-01
                Pollitt Drive

            
	 	 	
              Fair
                Lawn, NJ 07460

            
	 	 	
              Facsimile
                No.: (201) 703-1158

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	 	
              With
                a copy (which copy shall not constitute notice) to:

            
	 	 	 
	 	 	
              Jolie
                Kahn, Esq.

            
	 	 	
              61
                Broadway, Suite 2820

            
	 	 	
              New
                York, NY 10006

            
	 	 	
              Facsimile
                No.: (866) 705-3071

            
	 	 	 
	 	(ii)	
              If
                to the Purchaser: to the address listed on the signature page
                hereto

            


    

     

    (c)    Entire
      Agreement; Exercise of Rights.
      This
      Agreement (including the Exhibits hereto and the disclosures contained in the
      Company Filings) embodies the entire agreement and understanding of the parties
      hereto with respect to the subject matter hereof. No amendment or waiver of
      any
      provision of this Agreement, or consent to the departure by any party from
      any
      such provision, shall be effective unless it is in writing and signed by the
      Company and the holders of a majority of the Securities sold in this Offering.
      Any such waiver or consent shall be effective only in the specific instance
      and
      for the specific purpose for which given. No failure on the part of a party
      to
      exercise, and no delay in exercising, any right under this Agreement, or any
      agreement contemplated hereby, shall operate as a waiver hereof by such party,
      nor shall any single or partial exercise of any right under this Agreement,
      or
      any agreement contemplated hereby, preclude any other or further exercise
      thereof or the exercise of any other right. 

     

    (d)    Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New Jersey, without regard to the
      principles of conflicts of law thereof. Each party agrees that all legal
      proceedings concerning the interpretations, enforcement and defense of the
      transactions contemplated by this Agreement (whether brought against a party
      hereto or its respective affiliates, directors, officers, shareholders,
      employees or agents) shall be commenced exclusively in the state and federal
      courts sitting in the County of Bergen, State of New Jersey. Each party hereto
      hereby irrevocably submits to the exclusive jurisdiction of the state and
      federal courts sitting in the County of Bergen, State of New Jersey for the
      adjudication of any dispute hereunder or in connection herewith or with any
      transaction contemplated hereby or discussed herein (including with respect
      to
      the enforcement of this Agreement), and hereby irrevocably waives, and agrees
      not to assert in any suit, action or proceeding, any claim that it is not
      personally subject to the jurisdiction of any such court. Each party hereto
      hereby irrevocably waives personal service of process and consents to process
      being served in any such suit, action or proceeding by delivering a copy thereof
      via overnight delivery (with evidence of delivery) 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 contained herein shall be deemed to limit in any way any right to serve
      process in any manner permitted by law. Each party hereto hereby irrevocably
      waives, to the fullest extent permitted by applicable law, any and all right
      to
      trial by jury in any legal proceeding arising out of or relating to this
      Agreement or the transactions contemplated hereby. If either party shall
      commence an action or proceeding to enforce any provisions of this Agreement,
      then the prevailing party in such action or proceeding shall be reimbursed
      by
      the other party for its attorneys fees and other costs and expenses incurred
      with the investigation, preparation and prosecution of such action or
      proceeding. 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (e)    Expenses.
      The
      Company and the Purchaser shall, bear their respective expenses incurred in
      connection with the negotiation, preparation, execution and performance of
      this
      Agreement and the consummation of the transactions contemplated hereby,
      including, without limitation, all fees and expenses of agents, representatives,
      counsel, brokers or finders, and accountants.

     

    (f)    Successors
      and Assigns.
      The
      parties acknowledge that this Agreement constitutes a binding obligation, except
      as otherwise set forth herein and shall be binding upon and inure to the benefit
      of the parties and their successors and assigns.

     

    (g)    Confidentiality.
      The
      Purchaser acknowledges that any information the Purchaser has received from
      or
      about the Company, not in the public domain, is confidential. The Purchaser
      shall not communicate or disclose such information, except as required by law,
      or otherwise utilize such information, without first receiving the written
      consent of the Company to do so, which consent may be withheld without reason
      or
      with any reason whatsoever.

     

    (h)    Survival.
      Each of
      the representations and warranties made herein shall survive the execution
      and
      delivery hereof and delivery of the Units.

     

    (i)    Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which together will constitute one and the same
      instrument.

     

    (j)    Severability.
      Each
      provision of this Agreement is severable and, if for any reason any provision
      hereof is determine to be invalid or contrary to applicable law, such provision
      shall be deemed to be null and void but the remainder of the Agreement shall
      be
      considered legal, valid and binding as if existing without such
      provision.

     

    (k)    Titles.
      Titles
      set forth herein are for descriptive purposes only and shall not be deemed
      to be
      substantive portions of this Agreement.

     

     

    Signatures
      appear on next page.

     

     

    
 

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     


    IN
      WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement
      as
      of the date accepted by the Company below.

     

    
      	 	
              Vyteris,
                Inc.

            	 
	 	 	 
	 	 	 
	 	
              By:
                _________________________________

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	
              Date:

            	 
	 	 	 
	 	
              Purchaser
                (Entity Name):

            	 
	 	 	 
	 	 	 
	 	
              
                By:
                  _________________________________

              

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	
              Date:

            	 
	 	
              Address:

            	 
	 	
              Phone:

            	 
	 	
              Fax:

            	 
	 	
              Email:

            	 
	 	 	 
	 	 	 
	 	
              Number
                of Units Subscribed For

            	
              Purchase
                Price

            
	 	
            	 
	 	_________________________________	
              US$_________________________________

            


    

     

    


    ________________________________________________________________________

    Please
      PRINT here the exact name Purchaser desires for issuance of the
      Units.

    


    If
      different delivery instructions, please set forth below:

    


    ____________________________________________________________________________________________________________________________________________________________

    ____________________________________________________________________________________________________________________________________________________________

    ____________________________________________________________________________________________________________________________________________________________


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

     

    EXHIBIT
      1

     

    FORM
      OF WARRANT

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      6(n)

    THIS
      ACCREDITED INVESTOR CERTIFICATION EXHIBIT 

    MUST
      BE COMPLETED BY EACH PURCHASER

    


    NAME
      OF PURCHASER:_________________________

    


    PLEASE
      INITIAL THE SPACE PRECEDING THE DEFINITION OF “ACCREDITED INVESTOR” THAT APPLIES
      TO YOU. (ONLY ONE SPACE NEEDS TO BE INITIALED.)

     

    
      	 	
              ____________

            	 	
              Any
                natural person whose individual net worth, or joint net worth with
                that
                person’s spouse, at the time of his purchase exceeds $1,000,000. (For
                purposes of calculating an investor’s net worth, “net worth” is defined as
                the difference between total assets and total liabilities, including
                home,
                home furnishings, and personal automobiles.) 

            
	 	 	 	 
	 	
              ____________

            	 	
              Any
                natural person who had an individual income in excess of $200,000
                in each
                of the two most recent years or joint income with that person’s spouse in
                excess of $300,000 in each of those years and has a reasonable expectation
                of reaching the same income level in the current year. 

            
	 	 	 	 
	 	
              ____________

            	 	
              Any
                entity in which all of the equity owners are accredited investors.
                

            
	 	 	 	 
	 	
              ____________

            	 	
              A
                partnership, corporation, limited liability company or business trust
                that
                has total assets of at least $5,000,000 and was not formed for the
                purpose
                of investing in the Company.

            
	 	 	 	 
	 	
              ____________

            	 	
              An
                employee benefit plan whose investment decision is made by a plan
                fiduciary (as defined in ERISA section 3(21)) that is a bank, savings
                and
                loan association, insurance company or registered investment advisor.
                

            
	 	 	 	 
	 	
              ____________

            	 	
              An
                employee benefit plan whose total assets exceed $5,000,000 as of
                the date
                hereof.

            
	 	 	 	 
	 	
              ____________

            	 	
              A
                self-directed employee benefit plan whose investment decisions are
                made
                solely by persons who are otherwise Accredited Investors.
                

            
	 	 	 	 
	 	
              ____________

            	 	
              A
                U.S. bank, U.S. savings and loan association or other similar U.S.
                institution acting in its individual or fiduciary capacity.
                

            
	 	 	 	 
	 	
              ____________

            	 	
              A
                broker-dealer registered pursuant to section 15 of the Securities
                Exchange
                Act of 1934. 

            
	 	 	 	 
	 	
              ____________

            	 	
              An
                organization described in section 501(c)(3) of the Internal Revenue
                Code
                with total assets exceeding $5,000,000 and not formed for the specific
                purpose of investing in the Company. 

            
	 	 	 	 
	 	
              ____________

            	 	
              A
                trust with total assets of at least $5,000,000, not formed for the
                specific purpose of investing in the Company, and whose purchase
                is
                directed by a person with such knowledge and experience in financial
                and
                business matters that he is capable of evaluating the merits and
                risks of
                the prospective investment. 

            
	 	 	 	 
	 	
              ____________

            	 	
              An
                insurance company as defined in Section 2(13) of the Securities Act
                of
                1933, as amended, or a registered investment company. 

            
	 	 	 	 
	 	
              ____________

            	 	
              A
                plan established and maintained by a state or its political subdivisions,
                or any agency or instrumentality thereof, for the benefit of its
                employees, and which has total assets in excess of $5,000,000.