Exhibit 10.1


                   MERGER AGREEMENT AND PLAN OF REORGANIZATION


           This Merger Agreement and Plan of Reorganization (the "Agreement") is
made as of this 8th day of July, 2004, by and among Treasure Mountain  Holdings,
Inc., a Nevada  corporation having its principal place of business at 1390 South
1100 East Suite 204,  Salt Lake City,  Utah  84105  ("Treasure  Mountain"),  TMH
Acquisition Corp., a Delaware corporation having its principal place of business
at 1390  South  1100 East  Suite  204,  Salt Lake  City,  Utah  84105  ("Vyteris
Mergerco") and Vyteris,  Inc., a Delaware corporation having its principal place
of business at 13-01 Pollitt Drive, Fair Lawn, NJ 07410 ("Vyteris").

           WHEREAS,  Vyteris is  authorized to issue shares of its common stock,
par value $.0001 per share ("Vyteris Common Stock"), and shares of its preferred
stock, par value $.0001 per share ("Vyteris Preferred Stock"); and

           WHEREAS, the outstanding capitalization of Vyteris is as set forth on
Schedule A annexed hereto; and

           WHEREAS,  Treasure  Mountain is authorized to issue 50,000,000 shares
of common  stock,  par value  $.001 per share  (the  "Treasure  Mountain  Common
Stock"); and

           WHEREAS,  Vyteris  Mergerco is a wholly-owned  subsidiary of Treasure
Mountain; and

           WHEREAS,  Vyteris  Mergerco is  authorized  to issue 1,000  shares of
common stock, par value $.0001 (referred to as the "Vyteris  Mergerco  Shares"),
all of which such Vyteris  Mergerco  Shares are issued and outstanding and owned
by Treasure Mountain; and

           WHEREAS,  the  respective  Boards of Directors of Treasure  Mountain,
Vyteris Mergerco and Vyteris (the  "Companies")  deem it advisable and generally
to  the  advantage  and  welfare  of  the   Companies,   and  their   respective
shareholders,  that Vyteris  Mergerco be merged with and into Vyteris  under the
terms and  conditions  hereinafter  set forth  (the  "Merger"),  to be  effected
pursuant to the Delaware General Corporation Law; and

           WHEREAS,  pursuant to the Merger,  Vyteris  Mergerco shall merge with
and into Vyteris,  each  outstanding  share of Vyteris  Common Stock and Vyteris
Preferred  Stock shall be converted into the right to receive shares of Treasure
Mountain capital stock or equivalents thereto as hereinafter set forth; and

           WHEREAS,  the parties  hereto  expect that the Merger  shall be a tax
free reorganization  under Section  368(a)(1)(A) of the Internal Revenue Code of
1986, as amended (the "Code").

           NOW,  THEREFORE,  in  consideration  of the  premises,  covenants and
conditions hereof, the parties hereto do mutually agree as follows:

           1. Votes on the Mergers and Related  Matters.  Vyteris  Mergerco  and
Vyteris (the "Constituent Corporations") shall each, as soon as practicable, (i)
cause a special  meeting of its  stockholders  to be called to consider and vote

<PAGE>

upon the  Merger on the terms and  conditions  hereinafter  set  forth,  or (ii)
obtain written consent of such stockholders,  as applicable,  as is necessary to
approve the Merger. If the Merger is approved in accordance with applicable law,
subject to the further conditions and provisions of this Agreement, a closing of
the Merger shall be held (the  "Closing") at the offices of  Lowenstein  Sandler
PC, 1251 Avenue of the Americas,  New York, New York, commencing at 9:00 A.M. on
a date designated by Vyteris and reasonably  acceptable to Treasure Mountain and
not more than five business days after all conditions to the consummation of the
Merger shall have been satisfied or waived in accordance  with the provisions of
this Agreement.  Upon consummation of the Closing,  a certificate of merger (the
"Certificate of Merger") shall be executed and filed with the Secretary of State
of the  State  of  Delaware.  The  Certificate  of  Merger  so  filed  shall  be
substantially in the form of Exhibit A annexed hereto, with such changes therein
as the Board of Directors of each of Vyteris Mergerco and Vyteris shall mutually
approve.  The  Merger  shall be  effective  as of the time of the  filing of the
Certificate of Merger (the "Effective Time").

2.  Representations,  Warranties and Covenants of Vyteris.  Vyteris  represents,
warrants  and  covenants to Treasure  Mountain and Vyteris  Mergerco as follows,
except to the extent set forth in the  corresponding  section of the schedule of
exceptions delivered to Treasure Mountain  contemporaneous with the execution of
this Agreement (the "Vyteris Schedule of Exceptions"):

2.1  Organization;  Capitalization.  Vyteris  is a duly  organized  and  validly
existing  corporation in good standing under the laws of its state of formation.
Schedule  A annexed  hereto  sets  forth the  number of shares of Common  Stock,
Series A Preferred  Stock,  Series C Preferred  Stock and Preferred  Stock which
Vyteris is authorized to issue and the number of shares of Common Stock,  Series
A Preferred  Stock and Series C Preferred  Stock which are outstanding as of the
date hereof. Except as set forth on such Schedule A, as of the date hereof there
are no outstanding  rights,  options or warrants to purchase any equity interest
in Vyteris or any  outstanding  securities  of any  nature  convertible  into or
exercisable or exchangeable  for any equity  interest in Vyteris.  Except as set
forth in the Private Placement Memorandum, Vyteris has not granted to any person
any right of first refusal,  right of  participation,  or any similar right with
respect to the disposition of any shares of Vyteris' capital stock. No shares of
capital  stock of Vyteris were issued in violation of the  preemptive  rights of
any person or entity.

2.2 Authority. Vyteris has full power and authority to enter into this Agreement
and,  subject to any third  party  approval in  accordance  with the laws of the
States of Delaware and New Jersey,  to consummate the transactions  contemplated
hereby.  This Agreement and the transactions  contemplated hereby have been duly
approved by the Board of Directors of Vyteris.

2.3 Binding  Agreement.  This  Agreement has been duly executed and delivered by
Vyteris and  constitutes  the legal,  valid and binding  obligation  of Vyteris,
enforceable  against it in accordance  with the terms  hereof,  except as may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of
general application relating to or affecting the enforcement of rights hereunder
or general  principles of equity  (regardless of whether such  enforceability is
considered in a proceeding in equity or at law).


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           2.4 No Conflicts.  Assuming compliance with, or the non-applicability
of, the New Jersey  Industrial  Site  Recovery Act  ("ISRA"),  the execution and
delivery by Vyteris of this Agreement,  the  consummation and performance of the
transactions  herein  contemplated,  and  compliance  with  the  terms  of  this
Agreement by Vyteris do not conflict  with,  result in a breach of or constitute
or give rise to a default under (i) Vyteris'  certificate  of  incorporation  or
bylaws, in each case as amended; (ii) any indenture,  mortgage, deed of trust or
other  agreement,  instrument  or contract to which Vyteris is now a party or by
which it or any of its assets or  properties  are bound;  (iii) any law,  order,
rule,  regulation,  writ,  injunction,  judgment  or decree  of any  government,
governmental  instrumentality or court, domestic or foreign, having jurisdiction
over  Vyteris or any of its  business or  properties,  except,  with  respect to
clauses (ii) and (iii), conflicts, breaches and defaults which, individually and
in the  aggregate,  do not have a  "Material  Adverse  Effect" on  Vyteris.  For
purposes of this Agreement,  the term "Material Adverse Effect" on a party shall
mean a  material  adverse  effect on (A) the  results of  operations,  business,
properties or financial  condition of such party and its  subsidiaries  (if any)
taken  as a whole,  other  than any such  effect  attributable  to or  resulting
primarily from (v) the announcement of the transactions contemplated hereby, (w)
any  change  in  laws,   rules  or  regulations  of  general   applicability  or
interpretations  thereof  by  courts or  governmental  authorities  (other  than
changes  having a  disproportionate  effect  on such  party),  (x) any  economic
condition  impacting  such party's  industry  generally  (other than  conditions
having a  disproportionate  effect on such party) or (y) any change in generally
accepted  accounting  principles  ("GAAP")  or (B) the  ability of such party to
consummate the transactions contemplated hereby.

           2.5 Subsidiaries. Vyteris does not have any subsidiaries, nor does it
own any direct or indirect interest in any other business entity.

           2.6 Foreign  Qualifications.  Vyteris is  qualified  or licensed as a
foreign  corporation  in all  jurisdictions  where its  business or ownership of
assets so requires,  except where the failure to be qualified or licensed  would
not be reasonably  expected to have a Material Adverse Effect on Vyteris. A list
of all such  jurisdictions  where  Vyteris is qualified or licensed as a foreign
corporation is set forth as Schedule 2.6 of the Vyteris  Schedule of Exceptions.
The business of Vyteris does not require it to be  registered  as an  investment
company or investment  adviser,  as such terms are defined under the  Investment
Company Act of 1940 and the Investment Advisers Act of 1940, each as amended.

           2.7 Financial  Statements.  Vyteris has furnished  Treasure  Mountain
with a true and  complete  copy of the audited  balance  sheets of Vyteris as at
December 31, 2002 and December 31, 2003, and the related  audited  statements of
operations  and  statements  of cash flows of Vyteris for the fiscal years ended
December 31, 2002 and December  31, 2003 and, on an  unaudited  basis,  Vyteris'
balance sheet as of March 31, 2004 and  statements of operations  and cash flows
for the quarters ended March 31, 2003 and March 31, 2004 (the "Vyteris Financial
Statements").  The Vyteris  Financial  Statements fairly present in all material
respects the financial  position,  results of operations  and other  information
purported to be shown  thereon of Vyteris,  at the dates and for the  respective
periods to which they apply.  The  Vyteris  Financial  Statements  for the years
ended December 31, 2002 and December 31, 2003 have been audited by Ernst & Young
LLP and are  accompanied  by such  firm's  audit  report  and were  prepared  in
conformity with generally accepted accounting  principles  consistently  applied


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<PAGE>

throughout  the  periods  involved,  and have been  adjusted  for all normal and
recurring accruals.

           2.8 No  Adverse  Events.  Since the date of the most  recent  Vyteris
Financial  Statements,  except  for  (a)  matters  referred  to in  the  Vyteris
Financial  Statements,  (b)  matters  which  do  not,  individually  or  in  the
aggregate, have a Material Adverse Effect on Vyteris, (c) matters referred to in
Vyteris' Private Placement Memorandum,  dated June 18, 2004, a copy of which has
been  furnished  to  Treasure   Mountain's   counsel  (the  "Private   Placement
Memorandum"),  and (d) matters set forth in Schedule 2.8 of the Vyteris Schedule
of Exceptions:


                     (i) there has not been any material  adverse  change in the
           financial  position or condition of Vyteris,  its  liabilities or its
           assets  or  any  damage,   loss  or  other  change  in  circumstances
           materially  affecting  Vyteris,  its  business  or assets or Vyteris'
           right to carry on its  business,  other than  changes in the ordinary
           course of business or due to general economic,  industry or political
           conditions;

                     (ii)  Vyteris has not entered  into any  transaction  other
           than transactions in the ordinary course of business  consistent with
           past practice;

                     (iii)  there  has  been  no  sale,  assignment,   transfer,
           mortgage,  pledge,  encumbrance  or lease of any asset or property of
           Vyteris  that was not in the ordinary  course of business  consistent
           with past practice;

                     (iv)  there has been (i) no  declaration  or  payment  of a
           dividend,  or any other  declaration,  payment or distribution of any
           type or nature to any stockholder of Vyteris in respect of its stock,
           whether in cash or property,  and (ii) no purchase or  redemption  of
           any share of the capital stock of Vyteris;

                     (v) there has been no declaration,  payment,  or commitment
           for the payment,  by Vyteris,  of a bonus or other additional salary,
           compensation, or benefit to any employee of Vyteris;

                     (vi)  there  has been no  release,  compromise,  waiver  or
           cancellation  of any material debt to or claim by Vyteris,  or of any
           material right of Vyteris;

                     (vii) there have been no capital expenditures by Vyteris in
           excess of $200,000 for any single item or $500,000 in the  aggregate,
           other  than  capital  expenditures  reflected  in  a  capital  budget
           delivered to Treasure Mountain prior to the date hereof;

                     (viii)  there has been no change in  accounting  methods or
           practices or revaluation of any asset of Vyteris;

                     (ix) there has been no material  damage or destruction  to,
           or loss of, physical  property  (whether or not covered by insurance)
           adversely affecting the business or the operations of Vyteris;


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<PAGE>

                     (x)  there  has been no loan by  Vyteris,  or  guaranty  by
           Vyteris of any loan, to any employee of Vyteris,  other than advances
           made  in  the  ordinary  course  of  business  consistent  with  past
           practice;

                     (xi) there has been no  termination  or  resignation of any
           key employee or executive officer of Vyteris, and to the knowledge of
           Vyteris, no such termination or resignation is threatened;

                     (xii) there has been no  amendment  or  termination  of any
           material  oral or  written  contract,  agreement  or license to which
           Vyteris is or was a party or by which Vyteris is or was bound, except
           in the  ordinary  course of  business  or as  expressly  contemplated
           hereby;

                     (xiii)  Vyteris has not discharged or satisfied or paid any
           lien  or  encumbrance  or  obligation  or  liability  other  than  in
           connection with the payment of current  liabilities or the conversion
           of outstanding indebtedness in an amount not greater than $1,500,000;

                     (xiii) there has been no agreement or commitment by Vyteris
           to do any of the foregoing; and

                     (xiv)  there has been no other  event or  condition  of any
           character  that has had, or could  reasonably  be expected to have, a
           Material Adverse Effect as to Vyteris.

           2.9  Ordinary  Course  of  Business.   Except  for  (i)  transactions
occurring in the ordinary course of business,  (ii)  transactions  which are not
reasonably  likely  to  have  a  Material  Adverse  Effect  on  Vyteris,   (iii)
transactions set forth on the Vyteris Schedule of Exceptions,  (iv) transactions
referred  to in the  Private  Placement  Memorandum  and (v) the  incurrence  of
expenses  permitted under Section 2.10,  there has not been any  transactions or
series of related  transaction  involving  Vyteris  since  March 31,  2004 in an
amount in excess of $500,000.

           2.10 Liabilities; Claims. Except as set forth on the Vyteris Schedule
of Exceptions or in the private Placement  Memorandum,  there are no liabilities
(including,  but not  limited to, tax  liabilities)  or claims  against  Vyteris
(whether  such  liabilities  or claims are  contingent  or  absolute,  direct or
indirect,   matured  or  unmatured)  not  appearing  on  the  Vyteris  Financial
Statements,  other  than (i)  liabilities  incurred  in the  ordinary  course of
business  since March 31, 2004,  (ii) taxes accrued on earnings  since March 31,
2004 which are not yet due or payable,  (iii)  expenses  incurred in  connection
with the Merger,  (iv) expenses  incurred in connection with the consummation of
the  transactions  contemplated  by this  Agreement,  (v)  expenses  incurred in
connection  with  obtaining  financing,  (vi)  expenses  incurred  in seeking to
commercialize Vyteris' products, in establishing a manufacturing  capability and
in expanding  the  applications  of its  technology  in an amount not  exceeding
$9,000,000 in the  aggregate,  (vii)  liabilities  not referred to in any of the
other clauses of this Section 2.10 which do not exceed $100,000 in the aggregate
and (viii)  liabilities  which are not required,  under GAAP, to be disclosed on
the face or in the notes to the Vyteris Financial Statements.


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<PAGE>

           2.11 Tax  Returns.  All  federal,  state,  county  and local  income,
excise,  property and other tax returns required to be filed by Vyteris are true
and  correct  in all  material  respects  and have been  timely  filed,  and all
required  taxes,  fees or  assessments  have  been paid or an  adequate  reserve
therefor has been established in the Vyteris Financial  Statements.  The federal
income tax returns and state and foreign  income tax returns of Vyteris have not
been  audited  by the  Internal  Revenue  Service  ("IRS")  or any other  taxing
authority within the past five (5) years.  Neither the IRS nor any state,  local
or other  taxing  authority  has  proposed  any  additional  taxes,  interest or
penalties with respect to Vyteris or any of its operations or businesses.  There
are no  pending,  or to the  knowledge  of  Vyteris,  threatened,  tax claims or
assessments,  and  there  are  no  pending,  or to  the  knowledge  of  Vyteris,
threatened,  tax examinations by any taxing  authorities.  Vyteris has not given
any waivers of rights (which are currently in effect) under applicable  statutes
of limitations with respect to the federal income tax returns of Vyteris for any
year.

           2.12 Title to Assets. Except as provided for in the Vyteris Financial
Statements  or as  described  in  Schedule  2.12  of  the  Vyteris  Schedule  of
Exceptions,  Vyteris  has good  and  marketable  title to all of its  furniture,
fixtures,  equipment,  inventory  and other  assets  owned by Vyteris,  and such
assets  are owned  free and clear of all  security  interests,  pledges,  liens,
restrictions and encumbrances of every kind and nature.

           2.13 Material Contracts.  A copy (or summary if oral) of all material
agreements,  contracts,  letters of  intent,  arrangements,  understandings  and
commitments, whether written or oral, to which Vyteris is a party, or from which
Vyteris  will  receive  substantial  benefits  and which are material to Vyteris
(collectively, "Vyteris Contracts"), have been delivered to Treasure Mountain or
its  counsel  and are listed on  Schedule  2.13(a) of the  Vyteris  Schedule  of
Exceptions.  Any Vyteris  Contracts entered into between the date hereof and the
Closing will be delivered to Treasure  Mountain or its counsel prior to Closing.
Except as set forth in Schedule  2.13(b) of the Vyteris  Schedule of Exceptions,
the validity and  enforceability  of, and rights of Vyteris  contained  in, each
such  Vyteris  Contract  shall not be  adversely  effected  by the Merger or the
transactions  contemplated  hereby or any actions taken in  furtherance  hereof.
Except as set forth in Schedule  2.13(c) of the Vyteris  Schedule of Exceptions,
Vyteris is not in material default under any Vyteris Contract.

           2.14 Legal Proceedings. Except for legal proceedings described in the
Private Placement Memorandum,  there are no legal,  administrative,  arbitral or
other proceedings,  claims, actions or governmental investigations of any nature
pending, or to Vyteris' knowledge,  threatened, directly or indirectly involving
Vyteris or its officers, directors, employees or affiliates,  individually or in
the aggregate, in which an unfavorable  determination could result in suspension
or termination of Vyteris' business or authority to conduct such business in any
jurisdiction or could result in the payment by Vyteris of more than $250,000, or
challenging the validity or propriety of the  transactions  contemplated by this
Agreement.  Vyteris is not a party to any order,  judgment or decree which will,
or might  reasonably be expected to,  materially  adversely affect the business,
operations, properties, assets or financial condition of Vyteris.


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           2.15 Certain Transactions.  Except as set forth on Section 2.8 of the
Vyteris  Schedule  of  Exceptions,  since  March 31, 2004 there have been (i) no
bonuses or  extraordinary  compensation  to any of the  officers or directors of
Vyteris  and (ii) no loans  made to or any  other  transactions  with any of the
officers or directors of Vyteris or their families.

           2.16 Insurance. Vyteris maintains casualty and liability policies and
other insurance  policies with respect to its business which are appropriate and
customary for businesses similar in size,  industry and risk profile to Vyteris.
Copies of all of the  policies of  insurance  and bonds  presently in force with
respect to Vyteris,  including  without  limitation  those covering  properties,
buildings,  machinery,  equipment,  worker's  compensation,  product  liability,
officers  and  directors  and  public  liability,  have been made  available  to
Treasure  Mountain.  All such  insurance  is  outstanding  and in full force and
effect,  with all premiums  thereon duly paid,  and Vyteris has not received any
notice of cancellation of any such policies.

           2.17 Intellectual Property.

                     (a) Set forth on Schedule  2.17 of the Vyteris  Schedule of
Exceptions is a true and complete  list, as of the date hereof,  of all material
patents,  trademarks, trade names, service marks, and registered copyrights (and
all pending applications or current registrations for any of the foregoing), and
all licenses  granted to Vyteris by third  parties of patent  rights,  trademark
rights,  trade name rights and service mark rights  (together with trade secrets
and know how used in the conduct of Vyteris' business, the "Vyteris Intellectual
Property Rights").  Except as set forth on Schedule 2.17 of the Vyteris Schedule
of  Exceptions,  to the  knowledge  of  Vyteris,  Vyteris  owns,  or has validly
licensed or  otherwise  has the right to use or exploit,  as  currently  used or
exploited,  all of the Vyteris Intellectual Property Rights, free of any lien or
any  obligation  to  make  any  payment  (whether  of a  royalty,  license  fee,
compensation  or otherwise).  To the knowledge of Vyteris after due inquiry,  no
claims are pending or threatened  against  Vyteris to the effect that Vyteris is
infringing  or otherwise  violating  the rights of any person with regard to any
Vyteris Intellectual  Property Right or that any Vyteris  Intellectual  Property
Right is invalid or  unenforceable.  To the  knowledge of Vyteris,  no person is
infringing  the  rights of Vyteris  with  respect  to any  Vyteris  Intellectual
Property Right nor, to the knowledge of Vyteris, has any person threatened to do
so. To the  knowledge of Vyteris,  neither  Vyteris,  nor any of its  employees,
agents or independent  contractors,  in connection  with the performance of such
person's  services with Vyteris,  as the case may be, has used,  appropriated or
disclosed,  directly or  indirectly,  any trade secret or other  proprietary  or
confidential  information  of any other  person  without  the right to do so, or
otherwise  violated any confidential  relationship with any other person,  other
than such  actions  that did not have,  or could not  reasonably  be expected to
have, a Material Adverse Effect on Vyteris.

                     (b)  Except as set forth on  Schedule  2.17 of the  Vyteris
Schedule of Exceptions:

                     (i) All former and current  consultants  or  contractors of
           Vyteris have executed and delivered written instruments with Vyteris,
           that  assign to Vyteris all rights to any  inventions,  improvements,
           discoveries  or  information  developed  by them.  All  employees  of
           Vyteris  who  participated  in the  creation  or  contributed  to the
           development  of  the  Vyteris   Intellectual   Property  Rights  were


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           employees of Vyteris at the time of  rendering  such  services,  such
           services were within the scope of their employment and such employees
           have validly assigned any rights to the Vyteris Intellectual Property
           Rights to Vyteris; and

                     (ii) Vyteris has taken all such security measures as it has
           determined are  commercially  reasonable and  appropriate,  including
           entering   into   appropriate   confidentiality   and   nondisclosure
           agreements with all of its employees,  consultants  and  contractors,
           and any other persons with access to the trade secrets or know how of
           Vyteris,  to protect the  secrecy,  confidentiality  and value of all
           such  trade  secrets  or know how.  There has not been any  breach by
           Vyteris,  nor, to the  knowledge  of Vyteris,  any other party to any
           such agreement,  other than such actions that could not reasonably be
           expected to have a Material Adverse Effect on Vyteris.

           2.18  Compliance  with Laws.  Vyteris  has in all  material  respects
operated  its  business  and  conducted  its  affairs  in  compliance  with  all
applicable laws, rules and regulations.

           2.19 Related Party Contracts. Except as set forth on Schedule 2.19 of
the Vyteris Schedule of Exceptions and except for  transactions  between Vyteris
and Spencer Trask Specialty  Group,  LLC or its  affiliates,  there are no loans
(other than advances  made in the ordinary  course of business  consistent  with
past  practice),  leases,  agreements,  arrangements  understandings  or Vyteris
Contracts outstanding between Vyteris and any of its officers,  directors or any
person related to or affiliated with any such officers or directors.

           2.20  Officer and Director  Information.  During the past five years,
neither Vyteris,  nor any of its officers or directors,  nor any person intended
upon  consummation of the Merger to be nominated by Vyteris to become an officer
or director of Treasure Mountain or any successor entity or subsidiary, has been
the subject of:

                     (a) a petition  under the  Federal  bankruptcy  laws or any
other  insolvency or moratorium law or a petition seeking to appoint a receiver,
fiscal agent or similar  officer for the business or property of Vyteris or such
person,  or any  partnership  in which  Vyteris or any such person was a general
partner  at or  within  two  years  before  the  time  of  such  filing,  or any
corporation  or business  association  of which any such person was an executive
officer at or within two years before the time of such filing;

                     (b)  a  conviction  in a  criminal  proceeding  or a  named
subject of a pending criminal proceeding  (excluding traffic violations which do
not relate to driving  while  intoxicated  or driving  under the influence of an
intoxicating substance);

                     (c)  any  order,   judgment  or  decree,  not  subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently  or  temporarily  enjoining  Vyteris  or any such  person  from,  or
otherwise limiting, the following activities:

                     (i) Acting as a futures  commission  merchant,  introducing
           broker,  commodity  trading advisor,  commodity pool operator,  floor
           broker,  leverage transaction merchant, any other person regulated by


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<PAGE>

           the  United  States  Commodity  Futures  Trading   Commission  or  an
           associated  person  of  any  of the  foregoing,  or as an  investment
           adviser,  underwriter,  broker  or  dealer  in  securities,  or as an
           affiliated  person,  director or employee of any investment  company,
           bank, savings and loan association or insurance company,  or engaging
           in or  continuing  any conduct or practice  in  connection  with such
           activity;

                     (ii) Engaging in any type of business practice; or

                     (iii)  Engaging  in any  activity  in  connection  with the
           purchase or sale of any security or commodity or in  connection  with
           any  violation  of  Federal,   state  or  other  securities  laws  or
           commodities laws;

                     (d)  any  order,   judgment  or  decree,  not  subsequently
reversed,  suspended  or  vacated,  of any  Federal,  state or  local  authority
barring,  suspending  or  otherwise  limiting for more than 60 days the right of
Vyteris or any such person to engage in any activity  described in the preceding
sub-paragraph, or to be associated with persons engaged in any such activity;

                     (e) a finding  by a court of  competent  jurisdiction  in a
civil action or by the Securities and Exchange  Commission (the "Commission") to
have violated any securities law,  regulation or decree and the judgment in such
civil action or finding by the  Commission has not been  subsequently  reversed,
suspended or vacated; or

                     (f) a finding  by a court of  competent  jurisdiction  in a
civil action or by the United States  Commodity  Futures  Trading  Commission to
have violated any federal commodities law, and the judgment in such civil action
or finding has not been subsequently  reversed,  suspended or vacated. All items
described in clauses (a) through (f) above are  collectively  referred to herein
as "Adverse Events."

           2.21  Benefit  Plans.  Except  as set forth on  Schedule  2.21 of the
Vyteris Schedule of Exceptions,  Vyteris does not have any pension plan,  profit
sharing plan or similar employee benefit plan.

           2.22 Consents and  Approvals.  Except for the consent and approval of
the  stockholders  of Vyteris,  any  consents  required  pursuant to any Vyteris
Contracts,  any  consents,  filings or  approvals  that may be required by ISRA,
compliance with applicable  federal and state  securities laws and the filing of
the  Certificate  of  Merger,  no  consents  or  approvals  of,  or  filings  or
registrations  with, any third party or any public body or authority (any of the
foregoing,  a "Consent") are necessary in connection  with (i) the execution and
delivery by Vyteris of this  Agreement and (ii) the  consummation  by Vyteris of
the Merger and of all other transactions contemplated hereby.

           2.23  Finder's  Fees.  Vyteris  knows of no person who  rendered  any
service in connection with the introduction of the Companies to any of the other
Companies,  for a "finder's  fee" or similar type of fee in connection  with the
Merger and the other transactions contemplated hereby.

           2.24  Employee  Matters.  No employees of Vyteris are on strike or to
Vyteris'  knowledge  threatening  any strike or work stoppage.  Vyteris does not
have any obligations under any collective  bargaining or labor union agreements,


                                       9
<PAGE>

nor is Vyteris involved in any material controversy with any of its employees or
any  organization  representing  any  of its  employees.  Vyteris  believes  its
relationships with its employees are good.

           2.25 Disclosure.  None of the information  supplied or to be supplied
by or  about  Vyteris  for  inclusion  or  incorporation  by  reference  in  any
information  to be  supplied  to holders of Treasure  Mountain  Common  Stock or
Vyteris capital stock  concerning the Merger contains or will contain any untrue
statement of a material  fact or omits or will omit to state any  material  fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in  light  of  the  circumstances  under  which  they  are  made,  not
misleading.

           2.26 Charter Documents.  As of the date hereof, the charter documents
of Vyteris have not been altered since its incorporation, except as filed in the
record books of Vyteris and delivered to Treasure Mountain.

           2.27 Corporate  Minute Books.  Except with respect to the proceedings
of the  compensation  committee of Vyteris'  Board of  Directors,  the corporate
minute books of Vyteris shall be complete in all material respects prior to July
15, 2004 and the minutes and consents contained therein shall, prior to July 15,
2004,  accurately  reflect the actions that were taken at a duly called and held
meeting or by consent without a meeting.  All material  actions by Vyteris which
required  director or  shareholder  approval  shall,  prior to July 15, 2004, be
reflected in the corporate  minute books of Vyteris.  Except for any  violation,
breach or default  arising from the fact that  Treasure  Mountain  does not have
sufficient  authorized shares of common stock or preferred stock to cover all of
the shares of Treasure Mountain capital stock issuable hereunder, Vyteris is not
in material  violation or breach of, or in material default with respect to, any
term of its  Certificate  of  Incorporation  (or  other  charter  documents)  or
by-laws.

           2.28  Trading  With the Enemy Act;  Patriot  Act. No sale of Vyteris'
securities  nor  Vyteris'  use of the  proceeds  from such sale has violated the
Trading  with the Enemy Act, as amended,  or any of the foreign  assets  control
regulations  of the United  States  Treasury  Department  (31 CFR,  Subtitle  B,
Chapter V, as amended) or any enabling  legislation or executive  order relating
thereto.  Without  limiting  the  foregoing,  Vyteris (a) is not a person  whose
property or interests in property are blocked pursuant to Section 1 of Executive
Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions
With Persons Who Commit,  Threaten to Commit, or Support Terrorism (66 Fed. Reg.
49079  (2001)) and (b) does not engage in any dealings or  transactions,  and is
not otherwise associated with any such person. Vyteris is in material compliance
with the USA Patriot Act of 2001 (signed into law October 26, 2001).

           3.  Representations,   Warranties  and  Covenants  Regarding  Vyteris
Mergerco.  Treasure  Mountain and Vyteris  Mergerco  each jointly and  severally
represents, warrants and covenants to Vyteris as follows with respect to Vyteris
Mergerco  except to the  extent  set forth on the  corresponding  sections  of a
schedule of exceptions  delivered to Vyteris  contemporaneous with the execution
of this Agreement ("Treasure Mountain Schedule of Exceptions"):


                                       10
<PAGE>

           3.1  Organization;   Capitalization.   Vyteris  Mergerco  is  a  duly
organized and validly  existing  corporation  in good standing under the laws of
the State of Delaware.  Vyteris Mergerco is authorized to issue only the Vyteris
Mergerco Shares.  The only shares of Vyteris Mergerco capital stock  outstanding
are the Vyteris Mergerco Shares, which are fully paid and nonassessable.  At the
Effective  Time, all of such shares shall be owned solely by Treasure  Mountain.
There are no issued or  outstanding  options or  warrants  to  purchase  Vyteris
Mergerco  Shares  or  any  issued  or  outstanding   securities  of  any  nature
convertible into Vyteris Mergerco Shares, or any agreements or understandings to
issue any Vyteris Mergerco Shares, options or warrants. Vyteris Mergerco has not
granted to any person any right of first refusal, right of participation, or any
similar  right with  respect  to the  disposition  of any shares of its  capital
stock.

           3.2 Authority;  Binding Agreement Vyteris Mergerco has full power and
authority  to enter  into this  Agreement  and to  consummate  the  transactions
contemplated hereby, including without limitation (to the extent applicable) the
Merger.  This Agreement and the transactions  contemplated hereby have been duly
approved by the Board of Directors of Vyteris Mergerco and by Treasure  Mountain
as the sole  shareholder  of  Vyteris  Mergerco.  This  Agreement  has been duly
executed and delivered by Vyteris Mergerco and constitutes the legal,  valid and
binding  obligation of Vyteris  Mergerco,  enforceable  against it in accordance
with the terms  hereof,  except as may be  limited  by  bankruptcy,  insolvency,
reorganization, moratorium or similar laws of general application relating to or
affecting the  enforcement of rights  hereunder or general  principles of equity
(regardless  of whether such  enforceability  is  considered  in a proceeding in
equity or at law).

           3.3 No Business Activity.  Vyteris Mergerco has been organized solely
for the purpose of consummating the Merger and, since its inception,  has had no
business  activity of any nature other than those related to its organization or
as contemplated by this Agreement.

           3.4 Issuance of Securities. Since its inception, Vyteris Mergerco has
not issued or  committed  itself to issue,  and to the  Effective  Date will not
issue or commit to issue,  any Vyteris  Mergerco Shares or any options,  rights,
warrants,  or other securities  convertible into Vyteris Mergerco Shares, except
for the issuance of the Vyteris Mergerco Shares to Treasure Mountain.

           3.5 Consents and Approvals. Except for the compliance with applicable
securities  laws and the filing of the  Certificate  of Merger,  no  consents or
approvals of, or filings or  registrations  with,  any third party or any public
body or  authority  are  necessary  in  connection  with (i) the  execution  and
delivery by Vyteris  Mergerco of this  Agreement  and (ii) the  consummation  by
Vyteris Mergerco of the Merger and the other transactions contemplated hereby.

           3.6 No Conflicts.  The execution and delivery by Vyteris  Mergerco of
this Agreement,  the  consummation  and performance of the  transactions  herein
contemplated,  and  compliance  with the  terms  of this  Agreement  by  Vyteris
Mergerco  will not conflict  with,  result in a breach of or  constitute or give
rise to a  default  under  any  indenture,  mortgage,  deed of  trust  or  other
agreement, instrument or contract to which Vyteris Mergerco is now a party or by
which it or any of its  assets or  properties  are bound or its  Certificate  of
Incorporation  or the bylaws of Vyteris  Mergerco,  or any law,  order,  rule or
regulation, writ, injunction, judgment or decree of any government, governmental


                                       11
<PAGE>

instrumentality or court, domestic or foreign,  having jurisdiction over Vyteris
Mergerco or any of its businesses or properties.

           3.7 Subsidiaries.  Vyteris Mergerco has no subsidiaries,  nor does it
own any direct or indirect interest in any other business entity.

           3.8 Financial Condition.  Except for (i) the incurring of expenses of
its  organization,  (ii) the issuance of the Vyteris Mergerco Shares to Treasure
Mountain,  (iii) the  incurring of expenses  relating to this  Agreement and the
consummation of the  transactions  contemplated by this Agreement,  and (iv) the
consummation of the Merger,  Vyteris Mergerco has had, and at the Effective Time
will have had, no business and no financial or other  transactions of any nature
whatsoever.

           3.9 Liabilities.  Vyteris Mergerco has no liabilities (including, but
not  limited  to,  tax  liabilities)  nor are there any claims  against  Vyteris
Mergerco (whether such liabilities or claims are contingent or absolute,  direct
or  indirect,   and  matured  or  unmatured)  except  for  liabilities  for  its
organization expenses or expenses incurred in connection with the Merger and the
consummation of the transactions contemplated by this Agreement.

           3.10 Assets. Vyteris Mergerco has no fixtures, furniture,  equipment,
inventory,  accounts  receivable or other assets other than its interest in this
Agreement.

           3.11 Contracts.  Vyteris  Mergerco has no contracts or commitments to
which  it is a  party,  except  for  this  Agreement  and  other  documents  and
instruments contemplated hereby in connection with the Merger.

           3.12 Legal Proceedings. There are no legal, administrative,  arbitral
or other  proceedings,  claims,  actions or governmental  investigations  of any
nature against Vyteris Mergerco, or challenging the validity or propriety of the
transactions   contemplated  by  this  Agreement  and,  to  Vyteris   Mergerco's
knowledge, there is no reasonable basis for any other proceeding,  claim, action
or governmental  investigation against Vyteris Mergerco. Vyteris Mergerco is not
a party to any order,  judgment or decree  which will,  or might  reasonably  be
expected to, have a Material Adverse Effect on Vyteris Mergerco.

           3.13  Employee  Matters;   Related  Party  Transactions.   Since  the
inception of Vyteris  Mergerco  there have been, and to the Effective Time there
will be (i) no salaried or otherwise  compensated  employees and no bonuses paid
to any  officer or director  of Vyteris  Mergerco;  (ii) no loans made to or any
transactions  with  any  officer  or  director  of  Vyteris  Mergerco;  (iii) no
dividends or other distributions  declared or paid by Vyteris Mergerco; and (iv)
no purchase by Vyteris Mergerco of any Vyteris Mergerco Shares.

           3.14 Intellectual Property.  Vyteris Mergerco has no patents,  patent
applications,  trademarks,  trademark  registrations,   tradenames,  copyrights,
copyright  registrations  or  applications  therefor  or any other  intellectual
property.  Vyteris Mergerco has no knowledge of any  infringements by such party
of any  third  party's  intellectual  property.  To  the  knowledge  of  Vyteris
Mergerco,  neither  Vyteris  Mergerco  nor  any  of  its  employees,  agents  or
independent  contractors,  in connection  with the  performance of such person's


                                       12
<PAGE>

services with Vyteris  Mergerco,  as the case may be, has used,  appropriated or
disclosed,  directly or  indirectly,  any trade secret or other  proprietary  or
confidential  information  of any other  person  without  the right to do so, or
otherwise violated any confidential relationship with any other person

           3.15 Compliance with Laws. Since its inception,  Vyteris Mergerco has
in all material  respects  operated its  business and  conducted  its affairs in
compliance with all applicable laws, rules and regulations.

           3.16 Officer and Director Information. During the past five years, no
officer or  director  of Vyteris  Mergerco  has been the  subject of any Adverse
Event.

           3.17 Benefit Plans.  Vyteris Mergerco does not have any pension plan,
profit sharing plan or similar employee benefit plan.

           3.18 Finder's Fees.  Vyteris Mergerco knows of no person who rendered
any service in connection with the  introduction of any of the parties hereto to
any of the other parties hereto,  for a "finder's fee" or similar type of fee in
connection with the Merger or any of the other transactions contemplated hereby.

           3.19 Charter  Documents.  The charter  documents of Vyteris  Mergerco
have been delivered to Vyteris and have not been altered since the incorporation
of such entities.

           3.20 Minute Books. The corporate minute books of Vyteris Mergerco are
complete in all material respects and the minutes and consents contained therein
accurately  reflect  the  actions  that were taken at each duly  called and held
meeting  or by  consent  without a  meeting.  All  material  actions  by Vyteris
Mergerco  which required  director or shareholder  approval are reflected in the
corporate minute books of Vyteris Mergerco.  Vyteris Mergerco is not in material
violation or breach of, or in material  default with respect to, any term of its
Certificate of Incorporation (or other charter documents) or by-laws.

           3.21 Trading With the Enemy Act;  Patriot Act. No sale of  securities
by Vyteris  Mergerco nor its use of the proceeds from such sale has violated the
Trading  with the Enemy Act, as amended,  or any of the foreign  assets  control
regulations  of the United  States  Treasury  Department  (31 CFR,  Subtitle  B,
Chapter V, as amended) or any enabling  legislation or executive  order relating
thereto.  Without  limiting the foregoing,  Vyteris Mergerco (a) is not a person
whose  property or interests  in property  are blocked  pursuant to Section 1 of
Executive  Order 13224 of September 23, 2001 Blocking  Property and  Prohibiting
Transactions  With Persons Who Commit,  Threaten to Commit, or Support Terrorism
(66 Fed.  Reg.  49079  (2001))  and (b)  does  not  engage  in any  dealings  or
transactions,  or is otherwise associated with any such person. Vyteris Mergerco
is in compliance in all material respects with the USA Patriot Act of 2001.

           3.22  Foreign  Qualifications.   Vyteris  Mergerco  is  qualified  or
licensed as a foreign  corporation  in all  jurisdictions  where its business or
ownership  of assets so  requires,  except  where the failure to be qualified or
licensed would not be reasonably  expected to have a Material  Adverse Effect on


                                       13
<PAGE>

Vyteris  Mergerco.  A list of all such  jurisdictions  where Vyteris Mergerco is
qualified or licensed as a foreign  corporation is set forth as Schedule 3.22 of
the Treasure Mountain  Schedule of Exceptions.  The business of Vyteris Mergerco
does not require it to be  registered  as an  investment  company or  investment
adviser,  as such terms are defined under the Investment Company Act of 1940 and
the Investment Advisors Act of 1940, each as amended.

           4.  Representations,  Warranties and Covenants of Treasure  Mountain.
Treasure Mountain hereby represents,  warrants and covenants to Vyteris,  except
to the extent set forth on the  corresponding  sections of the Treasure Mountain
Schedule of Exceptions, as follows:

           4.1 Organization;  Capitalization;  Authority. Treasure Mountain is a
duly organized and validly existing  corporation in good standing under the laws
of the State of Nevada, authorized to issue an aggregate of 50,000,000 shares of
Treasure Mountain Common Stock and no other shares of capital stock. Immediately
prior to the  consummation  of the Merger,  there will be issued and outstanding
3,412,117 shares of Treasure Mountain Common Stock, all of which such issued and
outstanding shares are validly issued,  fully paid and nonassessable.  Except as
described in the Current SEC Reports (as defined  below) or as  contemplated  by
this Agreement  (including as contemplated by Section 10.12),  immediately prior
to the  consummation  of the  Merger  there  will be no  issued  or  outstanding
securities convertible or exercisable into or exchangeable for, and no issued or
outstanding  options,  warrants or other rights, or commitments or agreements of
any kind,  contingent or otherwise,  to purchase or otherwise acquire,  Treasure
Mountain  Common Stock.  Treasure  Mountain has not reserved any  authorized but
unissued  shares of Treasure  Mountain  Common  Stock other than for  securities
issuable pursuant to this Agreement,  including  securities issuable pursuant to
Section  10.12.  Treasure  Mountain  has not  granted to any person any right of
first  refusal,  right of  participation,  or any similar  right with respect to
disposition  of any shares of its capital  stock.  No shares of capital stock of
Treasure Mountain (including shares of capital stock of Treasure Mountain's Utah
predecessor  corporation)  were issued in violation of the preemptive  rights of
any person or entity.  Treasure  Mountain has full power and  authority to enter
into this Agreement and to consummate the transactions contemplated hereby. This
Agreement and the  transactions  contemplated  hereby have been duly approved by
the Board of Directors of Treasure Mountain.

           4.2 Binding  Agreement.  This  Agreement  has been duly  executed and
delivered by Treasure  Mountain  and  constitutes  the legal,  valid and binding
obligation of Treasure  Mountain  enforceable  against it in accordance with the
terms   hereof,   except  as  may  be   limited   by   bankruptcy,   insolvency,
reorganization, moratorium or similar laws of general application relating to or
affecting the  enforcement of rights  hereunder or general  principles of equity
(regardless  of whether such  enforceability  is  considered  in a proceeding in
equity or at law).

           4.3  Recent  Business  Operations.  Except  as set  forth in its most
recent SEC Report (as defined  below) filed prior to the date  hereof,  Treasure
Mountain has not been engaged in any business activity since at least January 1,
1998 other than the search for an acquisition or merger partner.

           4.4  Foreign  Qualifications.   Treasure  Mountain  is  qualified  or
licensed as a foreign  corporation  in all  jurisdictions  where its business or
ownership  of assets so  requires,  except  where the failure to be qualified or


                                       14
<PAGE>

licensed would not be reasonably  expected to have a Material  Adverse Effect on
Treasure Mountain.  A list of all such jurisdictions  where Treasure Mountain is
qualified or licensed as a foreign  corporation is set forth as Schedule 3.22 of
the Treasure Mountain Schedule of Exceptions.  The business of Treasure Mountain
does not require it to be  registered  as an  investment  company or  investment
advisor,  as such terms are defined under the Investment Company Act of 1940 and
the Investment Advisors Act of 1940, each as amended.

           4.5 Subsidiaries.  Treasure Mountain has no subsidiaries,  except for
Vyteris  Mergerco,  nor does it own any direct or indirect interest in any other
business entity.

           4.6  Financial  Statements.  The  financial  statements  of  Treasure
Mountain, consisting of its Balance Sheets, Statements of Operations, Statements
of Stockholders' Equity and Statements of Cash Flows, all as at or for the years
ended  December  31, 2002 and December 31, 2003 or as at or for the three months
ended March 31, 2003 and March 31, 2004,  as set forth in the SEC  Reports,  and
all together with  accompanying  notes,  if any, are complete and correct in all
material respects, present fairly the financial position of Treasure Mountain as
of the dates  thereof and the results of  operations,  cash flows and changes in
financial  position of Treasure  Mountain for the periods covered  thereby,  and
were prepared in accordance with GAAP, and have been adjusted for all normal and
recurring  accruals.  All the financial  statements  referenced herein regarding
Treasure  Mountain  are  collectively  referred  to as  the  "Treasure  Mountain
Financial Statements", all of which have been delivered to Vyteris and are true,
correct and complete in all  material  respects.  All of the  Treasure  Mountain
Financial  Statements  for the years ended  December 31, 2002 and 2003 have been
audited by Madsen & Associates, CPA's Inc., whose audit report has been provided
to Vyteris.

           4.7 No Adverse Events.  Since March 31, 2004,  except for (i) matters
referred to in the Treasure Mountain Financial  Statements,  Treasure Mountain's
Annual  Report on Form 10-KSB for the year ended  December 31, 2003 (the "10-K")
or Treasure  Mountain's  Quarterly  Report on Form 10-QSB for the quarter  ended
March 31, 2004  (collectively  with the 10-K, the "Current SEC  Reports"),  (ii)
matters   described  in  Section  4.7  of  the  Treasure  Mountain  Schedule  of
Exceptions, (iii) the transactions contemplated hereunder and (iv) matters which
do not,  individually  or in the  aggregate,  have a Material  Adverse Effect on
Treasure Mountain:

                     (i) there has not been any material  adverse  change in the
           financial  position  or  condition  of Treasure  Mountain,  or in its
           liabilities  or its  assets or any  damage,  loss or other  change in
           circumstances materially affecting Treasure Mountain, its business or
           its assets or its right to carry on its business,  other than changes
           in the  ordinary  course  of  business  or due to  general  economic,
           industry or political conditions;

                     (ii) Treasure Mountain has not entered into any transaction
           other than transactions in the ordinary course of business consistent
           with past practice;

                     (iii)  there  has  been  no  sale,  assignment,   transfer,
           mortgage,  pledge,  encumbrance  or lease of any asset or property of


                                       15
<PAGE>

           Treasure  Mountain  that was not in the  ordinary  course of business
           consistent with past practice;

                     (iv)  there has been (i) no  declaration  or  payment  of a
           dividend,  or any other  declaration,  payment or distribution of any
           type or nature to any stockholder of Treasure  Mountain in respect of
           its  stock,  whether  in  cash  or  property,  (ii)  no  purchase  or
           redemption  of any share of the capital  stock of Treasure  Mountain,
           (iii) no  issuance  of any shares of the  capital  stock of  Treasure
           Mountain,  (iv) no grant of any option,  warrant or right to purchase
           any  capital  stock of Treasure  Mountain  and (v) no issuance of any
           security  or  instrument  exchangeable  for or  convertible  into any
           capital stock of Treasure Mountain;

                     (v) there has been no declaration,  payment,  or commitment
           for the payment, by Treasure Mountain, of a bonus or other additional
           salary,  compensation,   or  benefit  to  any  employee  of  Treasure
           Mountain;

                     (vi)  there  has been no  release,  compromise,  waiver  or
           cancellation of any debt to or claim by Treasure Mountain,  or of any
           material right of Treasure Mountain;

                     (vii) there have been no capital  expenditures  by Treasure
           Mountain;

                     (viii) there have been no changes in accounting  methods or
           practices or revaluation of any asset of Treasure Mountain;

                     (ix) there has been no material  damage or destruction  to,
           or loss of, physical  property  (whether or not covered by insurance)
           adversely  affecting  the  business  or the  operations  of  Treasure
           Mountain;

                     (x)  there  has  been  no  loan by  Treasure  Mountain,  or
           guaranty  by  Treasure  Mountain  of any  loan,  to any  employee  of
           Treasure Mountain, other than advances made in the ordinary course of
           business;

                     (xi)  there has been no  amendment  or  termination  of any
           material  oral or  written  contract,  agreement  or license to which
           Treasure  Mountain is or was a party or by which Treasure Mountain is
           or was  bound,  except  in the  ordinary  course  of  business  or as
           expressly contemplated hereby;

                     (xii) Treasure  Mountain has not discharged or satisfied or
           paid any lien or encumbrance or obligation or liability other than in
           connection with the payment of current  liabilities or the conversion
           of outstanding indebtedness;

                     (xiii)  there  has  been  no  agreement  or  commitment  by
           Treasure Mountain to do any of the foregoing; and

                     (xiv)  there has been no other  event or  condition  of any
           character  that has had, or could  reasonably  be expected to have, a
           Material Adverse Effect as to Treasure Mountain.


                                       16
<PAGE>

           4.8  Liabilities.  Except as contemplated by the Current SEC Reports,
there are no liabilities  (including,  but not limited to, tax  liabilities)  or
claims  against  Treasure  Mountain  (whether  such  liabilities  or claims  are
contingent or absolute, direct or indirect,  accrued or unaccrued and matured or
unmatured) not appearing on the Treasure Mountain Financial  Statements,  except
for (i)  liabilities  for expenses  incurred  relating to this Agreement and the
consummation of the  transactions  contemplated  hereby and (ii) liabilities and
commitments  incurred  or made in the  ordinary  course of  Treasure  Mountain's
business or taxes incurred on earnings since March 31, 2004.

           4.9 Tax Returns. All Federal, state, county and local income, excise,
property  and other tax returns  required to be filed by Treasure  Mountain  are
true and correct in all material  respects and have been timely  filed,  and all
required  taxes,  fees or  assessments  have  been paid or an  adequate  reserve
therefor has been established in the Treasure Mountain Financial Statements. The
federal  income tax returns and state and foreign income tax returns of Treasure
Mountain have not been audited by the IRS or any other taxing  authority  within
the past five (5) years.  Neither the IRS nor any state,  local or other  taxing
authority has proposed any additional taxes,  interest or penalties with respect
to  Treasure  Mountain  or any of its  operations  or  businesses.  There are no
pending,  or to the knowledge of Treasure  Mountain,  threatened,  tax claims or
assessments, and there are no pending, or to the knowledge of Treasure Mountain,
threatened,  tax examinations by any taxing  authorities.  Treasure Mountain has
not given any waivers of rights (which are currently in effect) under applicable
statutes  of  limitations  with  respect to the  federal  income tax  returns of
Treasure Mountain for any year.

           4.10 Assets.  Treasure  Mountain has, and at the Effective Time, will
have, no fixtures, furniture, equipment, inventory, accounts receivable or other
assets except for approximately $100 in cash.

           4.11  Contracts.  Except as set  forth in the  Current  SEC  Reports,
Treasure Mountain has no material contracts to which it is a party.

           4.12 No Conflicts. The execution and delivery by Treasure Mountain of
this Agreement,  the  consummation  and performance of the  transactions  herein
contemplated,  and  compliance  with the  terms of this  Agreement  by  Treasure
Mountain  will not conflict  with,  result in a breach of or  constitute or give
rise to a  default  under  any  indenture,  mortgage,  deed of  trust  or  other
agreement,  instrument or contract to which Treasure  Mountain is now a party or
by which it or any of its assets or properties  are bound or its  Certificate of
Incorporation  or the bylaws of Treasure  Mountain,  or any law, order,  rule or
regulation, writ, injunction, judgment or decree of any government, governmental
instrumentality or court, domestic or foreign, having jurisdiction over Treasure
Mountain or any of its businesses or properties.

           4.13 Legal Proceedings. There are no legal, administrative,  arbitral
or other  proceedings,  claims,  actions or governmental  investigations  of any
nature pending or to Treasure Mountain's knowledge threatened,  against Treasure
Mountain,  including,  but not limited to any  shareholder  claims or derivative
actions,  or  challenges  to the  validity  or  propriety  of  the  transactions
contemplated  by this  Agreement,  and, to Treasure  Mountain's  best knowledge,
there is no reasonable basis for any proceeding,  claim,  action or governmental


                                       17
<PAGE>

investigation against Treasure Mountain. Treasure Mountain is not a party to any
order, judgment or decree.

           4.14 Trading With the Enemy Act;  Patriot Act. No sale of  securities
by Treasure Mountain nor Treasure  Mountain's use of the proceeds from such sale
has violated  the Trading with the Enemy Act, as amended,  or any of the foreign
assets  control  regulations of the United States  Treasury  Department (31 CFR,
Subtitle B,  Chapter V, as amended) or any  enabling  legislation  or  executive
order relating thereto. Without limiting the foregoing, Treasure Mountain (a) is
not a person whose  property or  interests  in property are blocked  pursuant to
Section 1 of Executive  Order 13224 of September 23, 2001 Blocking  Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
Terrorism (66 Fed. Reg. 49079 (2001)) and (b) does not engage in any dealings or
transactions, or is otherwise associated with any such person. Treasure Mountain
is in compliance in all material respects with the USA Patriot Act of 2001.

           4.15 Issuances of Securities.  Except as set forth in the Current SEC
Reports,  since December 31, 2003, Treasure Mountain has not issued or committed
itself to issue,  and prior to the  consummation of the Merger will not issue or
commit itself to issue, any Treasure Mountain Common Stock or any other security
or any  options,  warrants,  or other right to purchase  any  Treasure  Mountain
Common Stock or any other  security,  except as  contemplated  by this Agreement
(including as  contemplated  by Section 10.12) and as set forth on Schedule 4.15
of the Treasure Mountain Schedule of Exceptions.

           4.16 Intellectual Property.  Treasure Mountain has no patents, patent
applications,  trademarks,  trademark  registrations,  trade names,  copyrights,
copyright  registrations  or  applications  therefor.  Treasure  Mountain has no
knowledge  of any  infringements  by  Treasure  Mountain  of any  third  party's
intellectual  property. To the knowledge of Treasure Mountain,  neither Treasure
Mountain,  nor any of its  employees,  agents  or  independent  contractors,  in
connection  with  the  performance  of  such  person's  services  with  Treasure
Mountain, as the case may be, has used,  appropriated or disclosed,  directly or
indirectly, any trade secret or other proprietary or confidential information of
any  other  person  without  the  right  to do so,  or  otherwise  violated  any
confidential relationship with any other person.

           4.17  Compliance  with Laws.  Treasure  Mountain  has in all material
respects  operated its business and conducted its affairs in compliance with all
applicable laws, rules and regulations.  To the best of its knowledge,  Treasure
Mountain is not in violation of any Federal, state or local environmental law or
regulation.

           4.18 Related Party Transactions. Except as contemplated hereby or set
forth in the Current SEC Reports,  immediately  prior to the consummation of the
Merger,  there  will be no loans,  leases,  commitments,  arrangements  or other
contracts of any kind or nature  outstanding  between (i) Treasure  Mountain and
(ii) any officer or director  of Treasure  Mountain or any person  related to or
affiliated with any officer or director of Treasure Mountain.


                                       18
<PAGE>

           4.19 Officers and Directors.  During the past five years,  no officer
or director of Treasure Mountain has been the subject of any Adverse Event.

           4.20 Employee Benefit Plans.  Treasure  Mountain has no pension plan,
profit sharing plan or similar employee benefit plan.

4.21 Consents.  Except for the filing of the Certificate of Merger,  no consents
or approvals of, or filings or registrations with, any third party or any public
body or  authority  are  necessary  in  connection  with (i) the  execution  and
delivery by Treasure  Mountain of this  Agreement and (ii) the  consummation  by
Treasure Mountain of the transactions contemplated hereby

4.22  Finder's  Fees.  Treasure  Mountain  knows of no person who  rendered  any
service in connection with the  introduction of any of the parties hereto to any
of the other  parties  hereto,  for a "finder's  fee" or similar  type of fee in
connection with the Merger or any of the other transactions contemplated hereby.

           4.23 Employees; Other Matters. Except as set forth in the Current SEC
Reports, Treasure Mountain has no employees.

           4.24 Disclosure.  None of the information  supplied or to be supplied
by or about Treasure Mountain for inclusion or incorporation by reference in any
information  to be  supplied  to holders of Treasure  Mountain  Common  Stock or
Vyteris capital stock  concerning the Merger contains or will contain any untrue
statement of a material  fact or omits or will omit to state any  material  fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in  light  of  the  circumstances  under  which  they  are  made,  not
misleading.

           4.25 SEC Reports;  Financial Statements.  Treasure Mountain has filed
all reports  required  to be filed by it under the  Securities  Act of 1933,  as
amended (the  "Securities  Act"),  and the  Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  including  pursuant to Section  13(a) or 15(d)
thereof,  since January 1, 2002 (the foregoing  materials filed through June 25,
2004 being  collectively  referred to herein as the "SEC Reports").  As of their
respective  dates,  the SEC Reports  complied in all material  respects with the
requirements  of the  Securities  Act and the  Exchange  Act and the  rules  and
regulations  of the  Commission  promulgated  thereunder,  and  none  of the SEC
Reports,  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 light of the circumstances under which
they were made, not misleading.  The financial  statements of Treasure  Mountain
included in the SEC Reports  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 GAAP applied on a consistent  basis during
the periods  involved,  except as may be otherwise  specified in such  financial
statements or the notes thereto, and fairly present in all material respects the
financial  position of Treasure Mountain as of 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.


                                       19
<PAGE>

           4.26 Charter Documents.  Treasure Mountain has delivered to Vyteris a
true copy of the charter  documents of Treasure  Mountain from the incorporation
of Treasure  Mountain.  No  modification of such documents shall be made without
Vyteris' consent.

           4.27 Minute Books.  The corporate  minute books of Treasure  Mountain
are  complete in all material  respects  and the minutes and consents  contained
therein  accurately  reflect the actions that were taken at each duly called and
held meeting or by consent without a meeting.  All material  actions by Treasure
Mountain  which required  director or shareholder  approval are reflected in the
corporate  minute  books  of  Treasure  Mountain.  Treasure  Mountain  is not in
material  violation  or breach of, or in material  default  with respect to, any
term of its  Certificate  of  Incorporation  (or  other  charter  documents)  or
by-laws.

           4.28  Nevada  Statute.  Since  May  11,  2001,  to  the  best  of its
knowledge,  Treasure  Mountain has not taken any action which violates  Sections
78.411  through  78.444  of  the  Nevada  Revised   Statutes  (the   "Interested
Stockholder  Statutes").  Treasure  Mountain  was not subject to the  Interested
Stockholder  Statutes  prior to May 11,  2001.  Treasure  Mountain has taken all
steps  necessary  to assure that  neither the  Merger,  nor the  Reincorporation
Merger nor the adoption of the Charter  Amendment  will  violate the  Interested
Stockholder  Statutes.  Since May 11, 2001,  to the best of Treasure  Mountain's
knowledge,  no person or entity has become an "interested  stockholder"  (within
the  meaning  of  Section  78.423)  of  Treasure  Mountain  unless  the Board of
Directors of Treasure  Mountain  approved the  transaction  by which such person
became  an  "interested   stockholder"   prior  to  the   consummation  of  such
transaction.

           5. Representations to Survive Closing. The representations, covenants
and warranties  contained in this Agreement  (including any statements contained
in any  certificate  or other  instrument  delivered by or on behalf of Treasure
Mountain,  Vyteris Mergerco or Vyteris pursuant hereto or in connection with the
transactions  contemplated  hereby)  shall survive the Closing for a period of 6
months from the Effective Time.

           6. The Merger. Subject to the terms and conditions of this Agreement,
in accordance with the Delaware General  Corporation Law, at the Effective Time,
Vyteris  Mergerco  shall  merge  with and  into  Vyteris.  Vyteris  shall be the
surviving corporation (hereinafter sometimes called the "Surviving Corporation")
in the Merger, and shall continue its corporate  existence under the laws of the
State of Delaware.  The name of the Surviving  Corporation  shall continue to be
Vyteris,  Inc. Upon consummation of the Merger, the separate corporate existence
of Vyteris  Mergerco  shall  terminate.  At the  Effective  Time,  the Surviving
Corporation  shall be considered the same business and corporate  entity as each
of Vyteris Mergerco and Vyteris and, thereupon and thereafter, all the property,
rights,  privileges,  powers  and  franchises  of each of Vyteris  Mergerco  and
Vyteris shall vest in the Surviving  Corporation  and the Surviving  Corporation
shall be subject to and be deemed to have assumed all of the debts, liabilities,
obligations  and duties of each of Vyteris  Mergerco  and Vyteris and shall have
succeeded to each of their relationships,  as fully and to the same extent as if
such property,  rights,  privileges,  powers,  franchises,  debts,  liabilities,
obligations,  duties and relationships had been originally acquired, incurred or
entered into by the Surviving Corporation.  In addition, any reference to either
of Vyteris Mergerco or Vyteris in any contract or document,  whether executed or


                                       20
<PAGE>

taking  effect  before  or after  the  Effective  Time,  shall be  considered  a
reference  to the  Surviving  Corporation  if not  inconsistent  with the  other
provisions of the contract or document; and any pending action or other judicial
proceeding  to which either of Vyteris  Mergerco or Vyteris is a party shall not
be deemed to have abated or to have  discontinued  by reason of the Merger,  but
may be  prosecuted to final  judgment,  order or decree in the same manner as if
the Merger had not been made; or the Surviving Corporation may be substituted as
a party to such action or proceeding,  and any judgment,  order or decree may be
rendered for or against it that might have been  rendered for or against  either
of Vyteris Mergerco or Vyteris if the Merger had not occurred.

           7.  Treatment  of  Securities  of  Constituent  Corporations  in  the
Mergers.  The terms and conditions of the Merger,  the mode of carrying the same
into effect,  and the manner and basis of converting  the  securities of each of
the constituent corporations in the Merger is as follows:

           7.1.  Treatment of the Vyteris Common Stock.  At the Effective  Time,
each share of Vyteris Common Stock issued and outstanding  immediately  prior to
the Effective Time shall, by virtue of this  Agreement,  cease to be outstanding
and shall be  converted  into and become the right to receive a number of shares
of Treasure  Mountain  Common  Stock  equal to the  "Vyteris  Common  Conversion
Number" upon surrender of such certificates evidencing such shares. For purposes
of this Agreement,  the "Vyteris Common Conversion  Number" shall be 4.19. It is
acknowledged  that  there  will not be a  sufficient  number of  authorized  but
unissued shares of Treasure  Mountain Common Stock to issue to those individuals
and  entities  that,  immediately  prior to the  Effective  Time,  are owners of
Vyteris  Common  Stock (the  "Former  Common  Stockholders")  and to reserve for
issuance pursuant to Sections 7.2, 7.3 and 7.4.  Accordingly,  the conversion of
shares of Vyteris  Common  Stock into shares of Treasure  Mountain  Common Stock
shall be effected in accordance with the following provisions:

                     (a) For purposes of this  Agreement,  the  following  terms
shall have the following meanings:

                               (I)  "Available  Treasure  Mountain  Common Share
Number"  shall mean the number of  authorized  but  unissued  shares of Treasure
Mountain Common Stock immediately after the Effective Time,  excluding from this
calculation any shares of Treasure  Mountain  Common Stock issuable  pursuant to
the Merger,  less a reserve of (x) 25,000 shares and (y) 1,500,000  shares to be
reserved for issuance upon exercise of the warrants issuable pursuant to Section
10.12 hereof.

                               (II) "Common Share Fraction" shall mean, for each
of the Former  Common  Stockholders,  a fraction,  the numerator of which is the
number of shares of Vyteris  Common Stock which such Former  Common  Stockholder
owned  immediately  prior to the Effective Time and the  denominator of which is
the number of shares of Vyteris Common Stock  outstanding  immediately  prior to
the Effective Time.

                               (III) "Common Stock Merger Consideration  Number"
shall mean, for each Former Common Stockholder,  the number of shares of Vyteris
Common Stock owned by such stockholder  immediately  prior to the Effective Time
multiplied by the Vyteris Common Stock Conversion Number.


                                       21
<PAGE>

                     (b) Upon  consummation  of the Merger,  each Former  Common
Stockholder  shall be  entitled to receive  stock  certificates  representing  a
number of shares of Treasure Mountain Common Stock (for such  stockholder,  such
stockholder's  "Base Number") equal to such Former Common  Stockholder's  Common
Share  Fraction  multiplied  by the  Available  Treasure  Mountain  Common Share
Number.

                     (c) Upon  consummation  of the Merger,  each Former  Common
Stockholder  shall also be entitled to receive a rights  certificate  (a "Common
Stock Rights Certificate"), in form and substance reasonably approved by Vyteris
prior to the consummation of the Merger, entitling such stockholder to receive a
number of shares of Treasure  Mountain Common Stock equal to such  stockholder's
Common Stock Merger Consideration Number minus such stockholder's Base Number.

                     (d) Promptly after the Effective  Time,  Treasure  Mountain
shall use its best  efforts  to effect  either  (but not both) of the  following
actions described below in (I) and (II) (the Reincorporation  Merger (as defined
below)) and (III) (the Charter Amendment (as defined below)) (collectively,  the
"Subsequent Actions"):

                               (I)  Treasure  Mountain  shall form a  subsidiary
incorporated  in  Delaware  ("Newco").   Newco  shall  be  authorized  to  issue
100,000,000  shares of common stock,  par value $.0001 per share ("Newco  Common
Stock"),  333,333  shares of Series A  Convertible  Preferred  Stock,  par value
$.0001 per share ("Newco Series A Preferred Stock"),  7,500,000 shares of Series
B  Convertible  Preferred  Stock,  par value $.0001 per share  ("Newco  Series B
Preferred  Stock"),  and 42,166,667  additional  shares of preferred  stock, par
value $.0001 per share, undesignated as to series. The terms of the Newco Series
A Preferred  Stock shall be identical to the terms of Vyteris Series A Preferred
Stock,  except  that  each  share of Newco  Series A  Preferred  Stock  shall be
convertible  into a number of shares of Newco  Common Stock equal to ten percent
of the number of shares of Vyteris  Common Stock into which one share of Vyteris
Series A Preferred Stock is convertible  immediately prior to the Effective Time
multiplied  by the  Vyteris  Common  Conversion  Number.  The terms of the Newco
Series B Preferred  Stock shall be  identical  to the terms of Vyteris  Series C
Preferred Stock,  except that each share of Newco Series B Preferred Stock shall
be  convertible  into a number  of  shares of Newco  Common  Stock  equal to ten
percent of the number of shares of Vyteris  Common Stock into which one share of
Vyteris  Series  C  Preferred  Stock  is  convertible  immediately  prior to the
Effective Time multiplied by the Vyteris Common Conversion  Number. In all other
respects,  the certificate of incorporation of Newco shall be substantially  the
same as the certificate of  incorporation  of Vyteris  immediately  prior to the
Effective Time.

                               (II) Treasure  Mountain shall enter into a merger
agreement   providing   for   Treasure   Mountain   to  merge  into  Newco  (the
"Reincorporation  Merger").  Such agreement shall provide that upon consummation
of the  Reincorporation  Merger,  each share of Treasure  Mountain  Common Stock
outstanding immediately prior to the effective time of that merger shall convert
into one tenth of a share of Newco Common Stock,  consistent with the provisions
of Section 7.12 hereunder.


                                       22
<PAGE>

                               (III) If, for any reason,  the Board of Directors
of  Treasure  Mountain  determines  after the  Effective  Time not to pursue the
Reincorporation  Merger, then Treasure Mountain shall seek to adopt an amendment
to its certification of incorporation (the "Charter  Amendment") such that (i) a
one for 10 reverse  stock  split is  effected  with  respect to the  outstanding
Treasure Mountain Common Stock, (ii) Treasure Mountain has 100,000,000 shares of
Treasure Mountain Common Stock authorized for issuance,  (iii) Treasure Mountain
is authorized to issue 333,333 shares of Series A Convertible  Preferred  Stock,
par value $.0001 per share ("Treasure Mountain Series A Preferred Stock"),  (iv)
Treasure   Mountain  is  authorized  to  issue  7,500,000  shares  of  Series  B
Convertible  Preferred  Stock,  par value $.0001 per share  ("Treasure  Mountain
Series B  Preferred  Stock"),  (v)  Treasure  Mountain  is  authorized  to issue
42,166,667  additional  shares of preferred  stock,  par value $.0001 per share,
undesignated  as to series  and (vi) such other  changes  are made such that the
certificate of incorporation of Treasure Mountain,  as amended, is substantially
the same as the certificate of incorporation of Vyteris immediately prior to the
Effective  Time.  The terms of the Treasure  Mountain  Series A Preferred  Stock
shall be identical to the terms of Vyteris Series A Preferred Stock, except that
each share of Treasure  Mountain  Series A Preferred  Stock shall be convertible
into a number of shares of Treasure  Mountain  Common Stock equal to ten percent
of the number of shares of Vyteris  Common Stock into which one share of Vyteris
Series A Preferred Stock is convertible  immediately prior to the Effective Time
multiplied  by  the  Vyteris  Common  Conversion  Number,  consistent  with  the
provisions of Section 7.12 hereunder.  The terms of the Treasure Mountain Series
B Preferred  Stock shall be identical to the terms of Vyteris Series C Preferred
Stock,  except that each share of  Treasure  Mountain  Series B Preferred  Stock
shall be convertible  into a number of shares of Treasure  Mountain Common Stock
equal to ten percent of the number of shares of Vyteris  Common Stock into which
one share of Vyteris Series C Preferred Stock is convertible  immediately  prior
to the  Effective  Time  multiplied  by the Vyteris  Common  Conversion  Number,
consistent with the provisions of Section 7.12 hereunder.

                               (IV) If the Reincorporation Merger occurs in lieu
of the Charter  Amendment,  Newco shall have a stock option plan covering shares
of Newco  Common  Stock in an amount at least  equal to the  number of shares of
Vyteris Common Stock reserved under Vyteris' current incentive stock option plan
multiplied  by the  Vyteris  Common  Conversion  Number  divided by ten.  If the
Charter  Amendment  occurs  in  lieu  of the  Reincorporation  Merger,  Treasure
Mountain shall have a stock option plan covering shares of Newco Common Stock in
an  amount at least  equal to the  number of  shares  of  Vyteris  Common  Stock
reserved under Vyteris'  current  incentive  stock option plan multiplied by the
Vyteris Common Conversion Number divided by ten.

           7.2 Treatment of the Vyteris Preferred Stock.

                     (a) Upon consummation of the Merger,  each person or entity
which, immediately prior to the Effective Time, owned shares of Vyteris Series A
Preferred  Stock shall be entitled to receive a rights  certificate (a "Series A
Rights Certificate"), in form and substance reasonably approved by Vyteris prior
to the consummation of the Merger, entitling such stockholder to receive:


                                       23
<PAGE>

                               (i) if the  Reincorporation  Merger is  effected,
one share of Newco Series A Preferred  Stock for each share of Vyteris  Series A
Preferred  Stock owned by such  stockholder  immediately  prior to the Effective
Time; or

                               (ii) if the Charter  Amendment is  effected,  one
share of Treasure  Mountain  Series A Preferred  Stock for each share of Vyteris
Series A Preferred  Stock  owned by such  stockholder  immediately  prior to the
Effective Time.

                     (b) Upon consummation of the Merger,  each person or entity
which, immediately prior to the Effective Time, owned shares of Vyteris Series C
Preferred  Stock shall be entitled to receive a rights  certificate (a "Series B
Rights  Certificate"),  in form and  substance  approved by Vyteris prior to the
consummation of the Merger, entitling such stockholder to receive:

                               (i) if the  Reincorporation  Merger is  effected,
one share of Newco Series B Preferred  Stock for each share of Vyteris  Series C
Preferred  Stock owned by such  stockholder  immediately  prior to the Effective
Time; or

                               (ii) if the Charter  Amendment is  effected,  one
share of Treasure  Mountain  Series B Preferred  Stock for each share of Vyteris
Series C Preferred  Stock  owned by such  stockholder  immediately  prior to the
Effective Time.

           7.3  Treatment  of Vyteris  Warrants.  At the  Effective  Time,  each
warrant  theretofore  granted by Vyteris entitling its holder to purchase shares
of  Vyteris  Common  Stock  (an  "Existing  Warrant")  shall by  virtue  of this
Agreement  be  converted  into and  become  the right to  receive  a warrant  to
purchase  shares  of  Treasure  Mountain  Common  Stock (a "New  Warrant")  upon
surrender of such certificates  evidencing such Existing Warrants.  The terms of
the New Warrant  shall be identical to the terms of the  corresponding  Existing
Warrant, except that:

                     (a) the number of shares of Treasure  Mountain Common Stock
covered by the New Warrant  shall  equal the number of shares of Vyteris  Common
Stock  covered  by  the  Existing  Warrant  multiplied  by  the  Vyteris  Common
Conversion  Number,  subject to adjustment  for forward or reverse stock splits,
stock dividends, recapitalizations and the like occurring following the Closing;

                     (b) the exercise  price of the New Warrant  shall equal the
exercise price set forth in the  corresponding  Existing  Warrant divided by the
Vyteris Common Conversion  Number,  subject to adjustment for forward or reverse
stock  splits,  stock  dividends,   recapitalizations  and  the  like  occurring
following the Closing;

                     (c) upon  exercise  of the New  Warrants,  holders  thereof
shall receive  rights  certificates  in form and  substance  approved by Vyteris
prior to the consummation of the Merger until the effectiveness of either of the
Subsequent Actions; and


                                       24
<PAGE>

                     (d) to the extent that the Existing  Warrant was,  prior to
the Effective Time,  governed by contractual  provisions other than as set forth
in the terms of the  Existing  Warrant,  Treasure  Mountain  shall enter into an
agreement  (in form and  substance  reasonably  satisfactory  to Vyteris) at the
Closing  pursuant  to which  Treasure  Mountain  shall agree to perform all such
contractual provisions.

Upon the  effectiveness of either of the Subsequent  Actions,  Treasure Mountain
shall cause to be  reserved  the number of shares of  Treasure  Mountain  Common
Stock (or Newco Common Stock) initially issuable upon exercise of all of the New
Warrants divided by ten.

           7.4 Treatment of Vyteris Options.  At the Effective Time, each option
theretofore  granted  by Vyteris  entitling  its  holder to  purchase  shares of
Vyteris  Common Stock (an "Existing  Option") shall be converted into and become
the right to receive an option to purchase  shares of Treasure  Mountain  Common
Stock (a "New  Option").  The terms of the New Option  shall be identical to the
terms of the corresponding Existing Option, except that:

                     (a) the number of shares of Treasure  Mountain Common Stock
covered by the New  Option  shall  equal the number of shares of Vyteris  Common
Stock covered by the Existing Option multiplied by the Vyteris Common Conversion
Number,  subject  to  adjustment  for  forward or reverse  stock  splits,  stock
dividends, recapitalizations and the like occurring following the Closing;

                     (b) the  exercise  price of the New Option  shall equal the
exercise  price set forth in the  corresponding  Existing  Option divided by the
Vyteris Common Conversion  Number,  subject to adjustment for forward or reverse
stock  splits,  stock  dividends,   recapitalizations  and  the  like  occurring
following the Closing; and

                     (c) upon  exercise of a New Option,  holders  thereof shall
receive rights  certificates in form and substance  approved by Vyteris prior to
the  consummation  of the  Merger  until  the  effectiveness  of  either  of the
Subsequent Actions.

Upon the  effectiveness of either of the Subsequent  Actions,  Treasure Mountain
shall cause to be  reserved  the number of shares of  Treasure  Mountain  Common
Stock initially issuable upon exercise of all of the New Options divided by ten.

           7.5 Treatment of Convertible Notes. As set forth in Sections 10.1 and
11.11,  it is a condition of the Closing that all promissory  notes  convertible
into the capital stock of Vyteris shall either have been paid or converted at or
prior to the Closing.

           7.6  Treatment of Treasury  Shares.  At the Effective  Time,  all (i)
shares of Vyteris  capital  stock held in Vyteris'  treasury  and (ii) shares of
Vyteris  capital  stock held directly or indirectly by Vyteris shall be canceled
and  shall  cease to exist  and no other  consideration  shall be  delivered  in
exchange therefor.

           7.7  Existence of Vyteris  Mergerco.  Each share of Vyteris  Mergerco
common stock issued and  outstanding  immediately  prior to the  Effective  Time
shall be converted into one share of common stock,  par value $0.0001 per share,


                                       25
<PAGE>

of  the  Surviving  Corporation.  Such  newly  issued  shares  shall  thereafter
constitute  all of the issued and  outstanding  capital  stock of the  Surviving
Corporation, and shall be owned by Treasure Mountain.

           7.8  Certificate  of  Incorporation.   At  the  Effective  Time,  the
Certificate of Incorporation of Vyteris,  as in effect  immediately prior to the
Effective  Time,  shall be the  Certificate  of  Incorporation  of the Surviving
Corporation until thereafter amended in accordance with applicable law.

           7.9 By-Laws.  At the Effective  Time,  the By-Laws of Vyteris,  as in
effect  immediately  prior to the  Effective  Time,  shall be the By-Laws of the
Surviving  Corporation  until  thereafter  amended in accordance with applicable
law.

           7.10 Officers and Directors.

                     (a) The officers and directors of Vyteris immediately prior
to the  Effective  Time shall be the  officers and  directors  of the  Surviving
Corporation  immediately  after the Effective  Time,  subject to  re-election in
accordance with law and the governing  documents of Vyteris.  Promptly after the
date hereof, Treasure Mountain shall send a notice to its stockholders providing
information  regarding  the  composition  of the Board of  Directors of Treasure
Mountain upon consummation of the Merger (the "14(f) Notice"), such notice to be
in the form and substance of the notice heretofore approved by Vyteris.

                     (b) It is a condition to Vyteris' obligations to consummate
the  Closing  that at the  Closing,  each  member of the Board of  Directors  of
Treasure  Mountain other than George Norman (the  "Continuing  Director")  shall
resign and that the  Continuing  Director  shall elect to the Treasure  Mountain
board of directors each of the members of Vyteris' board of directors, effective
as of the Effective Time, subject to the mailing of the 14(f) Notice.

                     (c) It is a condition to Vyteris' obligations to consummate
the Closing that at the Closing,  each officer of Treasure Mountain shall resign
and that the  Continuing  Director  shall elect as the sole officers of Treasure
Mountain each of the officers of Vyteris, effective as of the Effective Time.

                     (d) It is a condition to Vyteris' obligations to consummate
the Closing  that at the  Closing,  the  Continuing  Director  shall  submit his
resignation, effective as of the Effective Time.

           7.11 Tax Consequences. It is intended that the Merger will be treated
for  federal  income tax  purposes  as a  reorganization  within the  meaning of
Section 368(a) of the Code.  Neither Vyteris nor Treasure Mountain shall act, or
fail to act, in a manner that may  reasonably be expected to preclude the Merger
from being treated as a  reorganization  within the meaning of Section 368(a) of
the Code.


                                       26
<PAGE>

           7.12 Share Right Certificates.  The Common Stock Rights Certificates,
the Series A Rights  Certificates and Series B Rights  Certificates  (the Common
Stock  Rights  Certificate,  the  Series A Rights  Certificate  and the Series B
Rights Certificate,  collectively,  the "Rights Certificates") shall not entitle
the holders  thereof to any voting or other rights as a stockholder  of Treasure
Mountain until the effectiveness of either of the Subsequent Actions. As soon as
practicable  following the  effectiveness  of either of the Subsequent  Actions,
Treasure  Mountain  shall  mail (or  cause its  transfer  agent to mail) to each
holder of a Rights  Certificate a letter of transmittal and instructions for use
in effecting the surrender of the Rights  Certificate  in exchange for shares of
Treasure  Mountain (or Newco) capital stock. Upon the effectiveness of either of
the Subsequent Actions: (i) the Common Stock Rights Certificate holders shall be
entitled to receive a number of shares of Treasure  Mountain  (or Newco)  Common
Stock equal to the number of shares represented by such certificates  divided by
ten; (ii) the Series A Rights  Certificate  holders shall be entitled to receive
one share of Treasure  Mountain (or Newco)  Series A Preferred  Stock  initially
convertible into a number of shares of Treasure Mountain (or Newco) Common Stock
equal to ten percent of the number of shares of Vyteris  Common Stock into which
one share of Vyteris Series A Preferred Stock is convertible  immediately  prior
to the Effective Time multiplied by the Vyteris Common  Conversion  Number;  and
(iii) the Series B Rights  Certificate  holders shall be entitled to receive one
share of  Treasure  Mountain  (or  Newco)  Series B  Preferred  Stock  initially
convertible into a number of shares of Treasure Mountain (or Newco) Common Stock
equal to ten percent of the number of shares of Vyteris  Common Stock into which
one share of Vyteris Series C Preferred Stock is convertible  immediately  prior
to the Effective Time multiplied by the Vyteris Common Conversion Number.

           8.  Exchange of Shares.  The  following  provisions  shall govern the
exchange of shares pursuant to the Merger:

           8.1 Exchange Agent.  Vyteris,  Vyteris Mergerco and Treasure Mountain
hereby appoint Western States Transfer & Registrar (or such other transfer agent
as shall be acceptable to Vyteris) (the "Exchange  Agent") as the exchange agent
for  purposes of  effecting  the  conversion  hereunder  of Treasure  Mountain's
securities pursuant to the Merger.

           8.2. No Fractional Shares.  Notwithstanding  anything to the contrary
contained  herein,  no certificates or scrip  representing  fractional shares of
Treasure  Mountain capital stock shall be issued upon the surrender for exchange
of certificates  evidencing  securities of Vyteris,  no dividend or distribution
with  respect to  Treasure  Mountain  capital  stock shall be payable on or with
respect to any fractional  share,  and such fractional share interests shall not
entitle the owner  thereof to vote or to any other  rights of a  shareholder  of
Treasure  Mountain.  In lieu  of the  issuance  of any  such  fractional  share,
Treasure Mountain shall pay to each former  stockholder of Vyteris who otherwise
would be entitled to receive a  fractional  share of Treasure  Mountain  capital
stock pursuant to the Merger an amount in cash  representing  the fair value for
such share.

           8.3  Affidavit in Lieu of Shares.  In the event that any  certificate
evidencing  securities to be surrendered  hereunder shall have been lost, stolen
or  destroyed,  upon the  making  of an  affidavit  of that  fact by the  person
claiming such  certificate  to be lost,  stolen or destroyed and, if required by
Treasure  Mountain,  the  posting  by such  person  of a bond in such  amount as
Treasure  Mountain  may direct as  indemnity  against any claim that may be made


                                       27
<PAGE>

against it with respect to such  certificate,  the Exchange  Agent will issue in
exchange for such lost,  stolen or destroyed  certificate the shares of Treasure
Mountain  capital  stock,  rights  certificates  and cash in lieu of  fractional
shares deliverable in respect thereof pursuant to this Agreement.

           8.4 Letter of Transmittal. As soon as practicable after the Effective
Time, the Exchange Agent shall mail to each holder of record of a certificate or
certificates  which theretofore  represented  shares of capital stock of Vyteris
(collectively, the "Certificates" and individually, a "Certificate") a letter of
transmittal  (which shall specify that delivery  shall be effected,  and risk of
loss and  title to the  Certificates  shall  pass,  only  upon  delivery  of the
Certificates  to the Exchange Agent) and  instructions  for use in effecting the
surrender  of the  Certificates  in  exchange  for shares of  Treasure  Mountain
capital stock or rights  certificates  into which the shares of Vyteris  capital
stock  represented by such  Certificates  shall have been converted  pursuant to
this  Agreement.  Vyteris  shall  have the right to  approve  both the letter of
transmittal  and  the  instructions  prior  to the  Effective  Time.  After  the
Effective Time, upon surrender of a Certificate for exchange and cancellation to
the Exchange Agent, together with such letter of transmittal, duly executed, the
holder of such Certificate shall be entitled to receive in exchange therefor the
shares of Treasure  Mountain  capital stock or rights  certificate to which such
holder of Vyteris  capital  stock  shall have  become  entitled  pursuant to the
provisions of this Agreement, and the Certificate so surrendered shall forthwith
be canceled.  No interest will be paid or accrued on any cash to be paid in lieu
of  fractional  shares or on any  unpaid  dividends  or  distributions,  if any,
payable to holders of Certificates.

           8.5 Dividends. No dividends or other distributions declared after the
Effective  Time with respect to Treasure  Mountain  capital stock and payable to
the holders of record  thereof shall be paid to the holder of any  unsurrendered
Vyteris Certificate until the holder thereof shall surrender such Certificate in
accordance  with  this  Section  8.  After the  surrender  of a  Certificate  in
accordance  with this Section 8, the record holder  thereof shall be entitled to
receive any such dividends or other distributions, without any interest thereon,
which theretofore had become payable with respect to shares of Treasure Mountain
capital stock, if any, represented by such Certificate.

           8.6  Transfer  Books.  After the  Effective  Time,  there shall be no
transfers  on the stock  transfer  books of  Vyteris  of the  shares of  Vyteris
capital  stock  which  were  issued  and  outstanding  immediately  prior to the
Effective Time. If, after the Effective  Time,  Certificates  representing  such
shares are presented for transfer to the Exchange Agent,  they shall be canceled
and  exchanged  for  shares  of  Treasure   Mountain  capital  stock  or  rights
certificates in accordance with the terms of this Agreement.

           8.7 Other Matters. Any portion of the consideration  distributable to
the holders of  Certificates  that  remains  unclaimed  by the  shareholders  of
Vyteris for twelve  months  after the  Effective  Time shall be paid to Treasure
Mountain  (or  its  successor).   Any  shareholders  of  Vyteris  who  have  not
theretofore  complied with this Section 8 shall thereafter look only to Treasure
Mountain (or its successor)  for payment of the shares of capital stock,  rights
certificates,  cash  in lieu of  fractional  shares  and  unpaid  dividends  and
distributions deliverable in respect of each share of Vyteris capital stock such
shareholder  holds as  determined  pursuant  to this  Agreement,  in each  case,
without any interest thereon. If outstanding Certificates are not surrendered or
the  payment for them is not  claimed  prior to the date on which such  payments
would otherwise  escheat to or become the property of any  governmental  unit or


                                       28
<PAGE>

agency, the unclaimed items shall, to the extent permitted by abandoned property
laws, escheat laws and any other applicable law, become the property of Treasure
Mountain or its successor (and to the extent not in its possession shall be paid
over to it),  free and clear of all claims or interest of any person  previously
entitled  to such  claims.  Notwithstanding  the  foregoing,  none  of  Vyteris,
Treasure  Mountain (or its  successor) or the Exchange Agent or any other person
shall be liable to any former holder of shares of Vyteris  capital stock for any
amount properly delivered to a public official pursuant to applicable  abandoned
property, escheat or similar laws.

           9. Further Assurances of Title. As and when requested by Vyteris,  or
by any of its successors or assigns, Vyteris Mergerco shall execute and deliver,
or cause to be executed and delivered,  all such deeds and  instruments and will
take or cause to be taken all such further  action as Vyteris may deem necessary
or desirable in order to vest in and confirm to Vyteris title to and  possession
of the property acquired by Vyteris by reason or as a result of the Merger,  and
otherwise  to carry out the intent and  purposes  hereof,  and the  officers and
directors of Vyteris and Treasure Mountain, as applicable,  are fully authorized
in the name of Vyteris or  Treasure  Mountain or  otherwise  to take any and all
such action.

           10.  Conditions of Obligations of Vyteris  Mergerco to Consummate the
Merger.  The obligation of Vyteris Mergerco and Treasure  Mountain to consummate
the Merger and the other transactions related thereto is subject to satisfaction
or waiver of the following conditions prior to the Effective Time:

           10.1 Compliance with Representations and Warranties;  Covenants. Each
of the representations and warranties of Vyteris in this Agreement shall be true
and correct on and as of the  Effective  Time as if made on and as of such time,
except to the extent that any representations and warranties expressly relate to
an earlier date in which case such  representations and warranties shall be true
and correct as of such  earlier  date,  in either  case such that the  aggregate
effect  of any  inaccuracies  in  such  representations  and  warranties  do not
comprise or would not be reasonably likely to comprise a Material Adverse Effect
on Vyteris,  in each case without  regard (for purposes of this Section 10.1) to
any  materiality  or Material  Adverse Effect  qualifications  contained in such
representations  and  warranties,  and Treasure  Mountain  shall have received a
certificate,  executed  on behalf of  Vyteris  by  Vyteris'  president  or chief
financial officer,  to such effect.  Vyteris shall have performed or complied in
all  material  respects  with all  covenants  required by this  Agreement  to be
performed or complied with by it on or prior to the Effective Time, and Treasure
Mountain  shall  have  received  certificates  executed  on behalf of Vyteris by
Vyteris' president or chief financial officer, to such effect.

           10.2  Losses.  Vyteris  shall not have  suffered a loss on account of
fire,  flood,  accident or other  calamity of such a character  as to  interfere
materially  with the continuous  operation of its business or materially  affect
adversely its  condition,  financial or otherwise,  regardless of whether or not
such loss shall have been insured.


                                       29
<PAGE>

           10.3  No  Material  Adverse  Change.  Except  as  disclosed  in  this
Agreement,  the Private  Placement  Memorandum  or in any document  delivered in
connection with this Agreement, no Material Adverse Effect on Vyteris shall have
occurred since March 31, 2004.

           10.4  Disposition  of  Assets.  Since  March  31,  2004,  none of the
properties  or assets of Vyteris  shall have been sold or otherwise  disposed of
other than in the ordinary  course of business in accordance with past practice,
except with the prior written consent of Treasure Mountain.

           10.5  Other   Approvals.   This   Agreement   and  the   transactions
contemplated  hereby shall have been approved by appropriate action of the Board
of Directors and stockholders,  as required,  of Vyteris and resolutions to that
effect shall have been delivered to Treasure  Mountain and its counsel.  Vyteris
shall have obtained all Consents, if any, listed on Schedule 10.5 of the Vyteris
Schedule of Exceptions.

           10.6  Compliance  with  Securities   Laws.   There  shall  have  been
substantial  compliance  with the  applicable  securities or "blue sky" laws and
regulations of any state or other governmental body having jurisdiction over the
Merger.

           10.7 Opinions of Counsel.  Treasure  Mountain  shall have received an
opinion from counsel to Vyteris in form and substance reasonably satisfactory to
Treasure Mountain.

           10.8  Fairness  Opinion.  Treasure  Mountain  shall  have  received a
fairness  opinion from an  independent  firm to the effect that the terms of the
Merger  are  fair  to  the  stockholders  of  Treasure   Mountain,   other  than
stockholders  affiliated  with Spencer Trask & Co., Inc., from a financial point
of view.

           10.9  Financing.  Vyteris will have raised gross cash  proceeds  from
equity  financings  during the period from  December 31, 2003 until  immediately
prior to the Effective Time in an amount equal to at least $25,000,000.

           10.10  Investment  Representation.  At the Closing (i) each holder of
Vyteris  capital stock as of the date hereof (a "Current  Vyteris  Stockholder")
shall have delivered to Treasure Mountain  certificates  representing all equity
securities of Vyteris owned by such Current  Vyteris  Stockholder as of the date
hereof,  duly endorsed for transfer  pursuant to the Merger and (ii) each holder
of Vyteris capital stock shall have delivered to Treasure Mountain an investment
letter (and  consent and waiver  letter,  as  applicable),  in the form  annexed
hereto as Exhibit B,  including  (a) a  representation  that the  securities  of
Treasure Mountain being acquired as a result of the transactions contemplated by
this Agreement are being  acquired for  investment  purposes only and not with a
view to, or sale in connection with, any distribution  within the meaning of the
Securities  Act,  and (b) with  respect  to  holders of  Existing  Warrants  and
Existing  Options,  a consent  and waiver  with  respect to the terms of the New
Warrants and New Options issuable to such holders.

           10.11  Convertible  Notes. All promissory notes  convertible into the
capital  stock of Vyteris shall either have been paid in full or converted at or
prior to the Closing.


                                       30
<PAGE>

           10.12 Issuance of Warrants.  Immediately prior to the consummation of
the transactions  contemplated  hereby,  Treasure Mountain shall have issued, to
each of George Norman and Lane Clissold a warrant,  in the form attached  hereto
as Exhibit C, to purchase  750,000 shares of Treasure  Mountain Common Stock, at
an exercise  price equal to $.10 per share.  Such warrants  shall have a term of
exercise of two years,  piggy-back  registration  rights and a cashless exercise
provision.

           10.13 Voting  Agreements.  Treasure  Mountain and Vyteris  shall have
received irrevocable  agreements in substantially the form attached as Exhibit D
from Spencer Trask Specialty Group LLC and the current officers and directors of
Vyteris to vote all shares of Treasure  Mountain  capital stock issuable to them
hereunder in favor of the Subsequent Actions.

           Compliance  with the provisions of Sections 10.2, 10.3 and 10.9 shall
be  certified  to at the Closing of the Merger by Vyteris by its  President  and
Secretary.

           11. Conditions of Obligations of Vyteris.  The obligations of Vyteris
to  consummate  the Merger  and the other  transactions  contemplated  hereby is
subject  to  satisfaction  or waiver of the  following  conditions  prior to the
Effective Time:

           11.1 Compliance with Representations and Warranties;  Covenants. Each
of the  representations and warranties of Vyteris Mergerco and Treasure Mountain
(collectively,  the "Treasure Mountain Parties") in this Agreement shall be true
and correct on and as of the  Effective  Time as if made on and as of such time,
except to the extent that any representations and warranties expressly relate to
an earlier date in which case such  representations and warranties shall be true
and correct as of such  earlier  date,  in either  case such that the  aggregate
effect  of any  inaccuracies  in  such  representations  and  warranties  do not
comprise or would not be reasonably likely to comprise a Material Adverse Effect
on the Treasure Mountain  Parties,  in each case without regard (for purposes of
this Section 11.1) to any materiality or Material Adverse Effect  qualifications
contained  in such  representations  and  warranties,  and  Vyteris  shall  have
received a certificate,  executed on behalf of the Treasure  Mountain Parties by
Treasure  Mountain's  president or chief financial officer,  to such effect. The
Treasure  Mountain  Parties  shall have  performed  or complied in all  material
respects  with all  covenants  required by this  Agreement  to be  performed  or
complied with by them on or prior to the Effective  Time, and Vyteris shall have
received  certificates  executed on behalf of the Treasure  Mountain  Parties by
Treasure Mountain's president or chief financial officer, to such effect.

           11.2 Losses.  Vyteris  Mergerco and Treasure  Mountain shall not have
suffered any loss on account of fire, flood,  accident or other calamity of such
a character as to interfere  materially  with the continuous  operation of their
respective businesses or materially adversely affect their respective condition,
financial or  otherwise,  regardless of whether or not such loss shall have been
insured.

           11.3 No Material Transactions. Except as set forth in the Current SEC
Reports,  no  material  transactions  shall  have been  entered  into by Vyteris
Mergerco or Treasure  Mountain since March 31, 2004, other than (a) transactions
in the  ordinary  course of  business  or (b)  transactions  referred to in this
Agreement or in connection  herewith,  except with the prior written  consent of
Vyteris.


                                       31
<PAGE>

           11.4  No  Material  Adverse  Change.  Except  as  disclosed  in  this
Agreement,  the Current SEC Reports or in any document  delivered in  connection
with this Agreement,  no Material Adverse Effect on Vyteris Mergerco or Treasure
Mountain shall have occurred since March 31, 2004.

           11.5  Disposal  of Assets.  Except as  disclosed  in the  Current SEC
Reports,  none of the  properties  or assets of  Vyteris  Mergerco  or  Treasure
Mountain  shall  have been sold or  otherwise  disposed  of,  other  than in the
ordinary  course of  business,  since  March 31,  2004,  except with the written
consent of Vyteris.

           11.6 Filings and  Approvals.  All applicable  filings  required to be
made and  regulatory  approvals,  as well as any other  third  party  approvals,
obtained by Treasure  Mountain  shall have been made or obtained,  including the
filing of required  information  pursuant to Section  14(f) of the  Exchange Act
with the Commission. At least ten days shall have elapsed since the 14(f) Notice
shall have been mailed to Treasure Mountain's stockholders.

           11.7  Board and  Officer  Resignations.  All of  Treasure  Mountain's
directors  except the  Continuing  Director  shall have resigned and each of the
members  of  Vyteris'  board of  directors  shall  have  been  appointed  by the
Continuing  Director as directors of Treasure  Mountain,  to fill the  vacancies
created thereby,  all subject to the consummation of the Merger.  The Continuing
Director shall have delivered a resignation, effective as of the Effective Time.
All of Treasure Mountain's officers shall have resigned, subject to consummation
of the Merger.  The  Continuing  Director shall have elected as officers each of
Vyteris'  officers,  all subject to the  consummation of the Merger.  All of the
resignations  described  in this  Section  11.7  shall be in form and  substance
reasonably satisfactory to Vyteris.

           11.8 Opinions.  Vyteris shall have received  opinions from counsel to
Treasure  Mountain  and  Vyteris  Mergerco  in  form  and  substance  reasonably
satisfactory to Vyteris.

           11.9 Fairness Opinion.  Vyteris shall have received fairness opinions
from an independent  firm to the effect that the terms of the Merger are fair to
the stockholders of Vyteris (including, but not limited to, the stockholders not
affiliated with Spencer Trask Specialty  Group,  LLC and its affiliates)  from a
financial point of view.

           11.10  Convertible  Notes. All promissory notes  convertible into the
capital  stock of Vyteris shall either have been paid in full or converted at or
prior to the Closing.

           11.12  Dissenters'  Shares.  As of the  Closing,  no  stockholder  of
Vyteris,  other than any holder of Vyteris' Series A Preferred Stock, shall have
exercised appraisal rights under Delaware law.

           11.13 Voting  Agreements.  Vyteris  shall have  received  irrevocable
agreements  in  substantially  the form  attached  as  Exhibit  D from  Scimitar
Holdings LLC, Spencer Trask Specialty Group,  LLC, Spencer Trask Ventures,  Inc.


                                       32
<PAGE>

George Norman and Lane Clissold agreeing to vote all shares of Treasure Mountain
capital stock owned by them or to be acquired by them  hereunder in favor of the
Subsequent Actions.

           11.14 Expenses. The aggregate amount of expenses incurred by Treasure
Mountain and Vyteris Mergerco in connection with the  transactions  contemplated
hereby, including, without limitation, fees, expenses and disbursements of their
respective financial advisors, accountants and counsel and all other expenses of
Treasure  Mountain and Vyteris Mergerco  incurred from February 26, 2004 through
the  Closing,  shall not have  exceeded  $250,000  without the prior  consent of
Vyteris.

           11.15 Treasure Mountain's Auditors;  Pro Forma Financial  Statements.
Treasure Mountain's auditors,  as identified in the 10-K, shall have provided to
Vyteris such consents and  acknowledgments  as Vyteris shall reasonably  request
with respect to the filing of Treasure Mountain's  financial statements with the
SEC subsequent to the Effective Time.  Treasure Mountain shall have delivered to
Vyteris such information as Vyteris shall reasonably  request in order to enable
Vyteris to prepare pro forma financial statements reflecting the Merger.

           11.16 Stockholder Approvals and Waivers.  Vyteris shall have received
such  stockholder  approvals  of the Merger as  Vyteris  shall  determine  to be
required as a matter of law.  Vyteris  shall have received such waivers from the
holders of its preferred  stock as it shall elect to obtain in  connection  with
the  transactions  contemplated  hereby.  At least  twenty-one  days  shall have
elapsed from (x) the date on which Vyteris  provides notice to its  stockholders
of a special  meeting of  stockholders  to vote on the Merger to (y) the date of
such meeting.

           11.17 Tax Treatment. Vyteris shall have no reason to believe that the
Merger will not be treated for federal  income tax purposes as a  reorganization
within the meaning of Section 368(a) of the Code.

           11.18  ISRA.  Vyteris'  shall  have  obtained  either  (i) a  written
determination  (based  upon  an  affidavit  of  Vyteris)  from  the  New  Jersey
Department  of   Environmental   Protection   ("NJDEP")  that  the  transactions
contemplated  by this Agreement are not subject to the  requirements of ISRA, or
(ii) a Remediation  Agreement (in form and  substance  satisfactory  to Vyteris)
issued  by the  NJDEP  pursuant  to ISRA  authorizing  the  consummation  of the
transactions  contemplated  hereby  prior  to  the  issuance  of  any  "Negative
Declaration,"  "No Further  Action  Letter" or approval of any "Remedial  Action
Workplan,"  as  such  terms  are  defined  under  ISRA,  or  (iii)  a  "Negative
Declaration" or approvals of any "Remedial  Action  Workplan" (in either case in
form and substance satisfactory to Vyteris) with respect to each property in New
Jersey  which  Vyteris  owns or  operates,  in each case to the extent that such
property   renders  the  provisions  of  ISRA  applicable  to  the  transactions
contemplated by this Agreement.

           Compliance with the provisions of Sections 11.2, 11.3 and 11.4, shall
be certified to at the Closing of the Merger on behalf of Treasure  Mountain and
Vyteris Mergerco by the President and Secretary of Treasure Mountain.


                                       33
<PAGE>

           12. Other Covenants.

           12.1 Certificates to the Placement  Agents. At the Closing,  Treasure
Mountain and Vyteris shall deliver to each Placement Agent (as identified in the
Private Placement Memorandum) a certificate, signed by the President of Treasure
Mountain  and the  President  of  Vyteris,  confirming,  on behalf  of  Treasure
Mountain  and Vyteris,  respectively,  that except for the  consummation  of the
financing  described in Section  10.9 above,  the filing of the  Certificate  of
Merger and the release of their respective  executed closing documents  required
to be delivered  hereunder (which such documents shall be held in escrow pending
the  consummation  of the  closing of such  financing),  all  conditions  to the
Closing of Treasure Mountain and Vyteris,  respectively,  have been satisfied or
waived. At the Closing,  Treasure Mountain shall deliver to each Placement Agent
a  certificate,  signed by the President of Treasure  Mountain,  confirming,  on
behalf of Treasure Mountain, that all representations and warranties of Treasure
Mountain set forth in this Agreement  shall be deemed to be made directly to the
Placement Agents, which representations and warranties shall survive the closing
of the offering described in the Private Placement  Memorandum.  At the Closing,
Vyteris  shall  deliver to each  Placement  Agent a  certificate,  signed by the
President of Vyteris, confirming, on behalf of Vyteris, that all representations
and warranties of Vyteris set forth in this Agreement shall be deemed to be made
directly to the Placement  Agents,  which  representations  and warranties shall
survive  the  closing  of  the  offering  described  in  the  Private  Placement
Memorandum.

           12.2  Registration  Rights  Agreement.   Immediately   following  the
Effective  Time,  Treasure  Mountain,  by the  signature of the new President of
Treasure Mountain (as appointed  pursuant to Section 11.7) (the "New President")
shall execute a registration  rights  agreement in the form and substance of the
registration  rights  agreement set forth in the Private  Placement  Memorandum,
subject to such  modifications  as Vyteris  shall approve prior to the Effective
Time (the  "Registration  Rights Agreement") and shall deliver to each Placement
Agent a  certificate,  signed  by the New  President,  confirming,  on behalf of
Treasure Mountain,  that Treasure Mountain has executed the Registration  Rights
Agreement.

           12.3  Expenses.  Vyteris  shall  promptly  pay all fees and  expenses
incident to the  negotiation,  preparation and performance of this Agreement and
the transactions contemplated hereby and all other expenses of Treasure Mountain
and Vyteris  Mergerco  incurred  from  February  26, 2004  through the  Closing,
including,  without  limitation,  fees,  expenses  and  disbursements  of  their
respective  financial advisors,  accountants,  counsel and providers of fairness
opinions; provided, however, that Vyteris shall not be required to pay more than
$250,000 of such fees and expenses of Treasure Mountain and Vyteris Mergerco.

           12.4  Actions  by  Vyteris  Prior to  Closing.  From the date  hereof
through the  Closing,  other than in the ordinary  course of  business,  or in a
manner that would not have a Material Adverse Effect on Vyteris,  or pursuant to
any financing or lease arrangement  approved by Vyteris' Board of Directors,  or
as expressly contemplated herein or in the Private Placement Memorandum, Vyteris
shall not, without the prior written consent of Treasure Mountain:

                     (a) sell, lease,  assign,  transfer or otherwise dispose of
any material assets other than inventory;


                                       34
<PAGE>

                     (b)  agree to  assume  or  assume,  guarantee,  endorse  or
otherwise  in any way be or  become  responsible  or  liable  for,  directly  or
indirectly, any material contingent obligation;

(c) subject to Section  12.5,  enter into any  transaction  concerning a merger,
stock exchange or  consolidation,  other than with the other parties hereto,  or
convey,  sell, lease,  transfer or otherwise dispose of, in one transaction or a
series of  related  transactions,  all or a  substantial  part of its  property,
business  or  assets  or make any  material  change  in its  present  method  of
conducting business;

                     (d) make any amendment to its certificate of  incorporation
or bylaws other than such  amendments as shall be necessary in order for Vyteris
to raise additional capital;

                     (e)  enter  into or  amend  any  employment  agreements  or
increase the salary or bonus of any existing employee;

                     (f) declare or authorize any dividends or  distributions on
any shares of capital stock of Vyteris; or

                     (g) make any commitment,  agreement or  understanding  with
respect to any of the foregoing.

           12.5  Actions by Vyteris  Mergerco  and  Treasure  Mountain  Prior to
Closing.  From the date hereof  through the Closing,  other than in the ordinary
course of business, consistent with past practice, or in a manner that would not
have a Material Adverse Effect on Vyteris, or as expressly  contemplated herein,
Vyteris  Mergerco and Treasure  Mountain  shall not,  without the prior  written
consent of Vyteris:

                     (a) sell, lease,  assign,  transfer or otherwise dispose of
any material assets;

                     (b)  agree to  assume  or  assume,  guarantee,  endorse  or
otherwise  in any way be or  become  responsible  or  liable  for,  directly  or
indirectly, any material contingent obligation;

                     (c)   participate   or   engage  in  any   discussions   or
negotiations  with  any  person   regarding,   or  enter  into  any  transaction
concerning, a merger, stock exchange or consolidation, other than with the other
parties hereto, or convey, sell, lease, transfer or otherwise dispose of, in one
transaction or a series of related  transactions,  all or a substantial  part of
its  property,  business  or assets or make any  material  change in its present
method of conducting business;

                     (d) make any amendment to its certificate of  incorporation
or bylaws;

                     (e)  enter  into or  amend  any  employment  agreements  or
increase the salary or bonus of any existing employee;


                                       35
<PAGE>

                     (f) declare or authorize any dividends or  distributions on
any shares of capital stock;

                     (g) take any action or omit to take any action  outside the
ordinary course of business;

                     (h) issue any  capital  stock or any  options,  warrants or
other rights to purchase any capital stock;

                     (i) create, incur, assume or suffer to exist, any mortgage,
pledge,  lien, charge,  security interest or encumbrance of any kind upon any of
its  property,  assets,  income  or  profits,  whether  now  owned or  hereafter
acquired; or

                     (j) make any commitment,  agreement or  understanding  with
respect to any of the foregoing.

           12.6 Acquisition Proposal.  Nothing contained in this Agreement shall
prevent Vyteris or Treasure Mountain or their respective Board of Directors from
(A)  providing  information  in  response  to a request  therefor by a person or
entity which makes an unsolicited  Acquisition  Proposal if such entities' Board
of Directors receives from the person or entity so requesting such information a
suitable  confidentiality  agreement  or (B)  engaging  in any  negotiations  or
discussions  with any person or entity  which makes an  unsolicited  Acquisition
Proposal,  if and only to the  extent  that,  in each such case  referred  to in
clause (A) or (B) above,  (i) the Board of Directors of the  applicable  entity,
after  consultation  with outside legal  counsel,  determines in good faith that
such  action is legally  necessary  for the proper  discharge  of its  fiduciary
duties under  applicable  law and (ii) the Board of Directors of the  applicable
entity, after consultation with its financial advisor,  determines in good faith
that such Acquisition  Proposal,  if consummated,  would result in a transaction
more favorable to their respective  shareholders as a group than the transaction
contemplated  by this  Agreement.  For  purposes  of this  Agreement,  the  term
"Acquisition  Proposal" shall mean a proposal to effect a merger,  consolidation
or similar transaction  involving Vyteris or Treasure Mountain,  whether Vyteris
or Treasure Mountain is the acquiror or is to be acquired in such transaction.

           12.7  Press  Release  and  Current  Report  on Form  8-K.  As soon as
practicable  following  the execution of this  Agreement,  and in no event later
than 9:30 a.m.  New York City  time,  on the first  business  day after the date
hereof, Treasure Mountain shall issue a press release, in the form and substance
of the  draft  press  release  furnished  to  Vyteris  immediately  prior to the
execution of this  Agreement,  disclosing  the  execution of this  Agreement and
briefly describing Vyteris. On or prior to 9:30 a.m., New York City Time, on the
third business days after the date hereof, Treasure Mountain shall file with the
SEC a Current  Report on Form 8-K which shall  disclose the same  information as
appears  in the  press  release,  shall  attach a copy of this  Agreement  as an
exhibit and shall contain such other information that is reasonably satisfactory
to both of the parties hereto.


                                       36
<PAGE>

           12.8 Other  Splits.  Vyteris  hereby  acknowledges  and  agrees  that
following the  consummation of the Merger,  with the exception of the Subsequent
Actions,  no other reverse stock split or similar  recapitalization  transaction
involving Treasure Mountain or Newco's capital stock is presently contemplated.

           12.9  Amounts.  Notwithstanding  anything  in this  Agreement  to the
contrary,  no party  hereto  shall be  entitled  to recover  any loss  incurred,
accrued or sustained by such party (an  "Indemnified  Party") as a result of any
misrepresentation  made hereunder or breach of any provision hereof by any other
party  hereto  (the  "Indemnifying  Party")  until  such  Indemnified  Party has
delivered to such Indemnifying Party one or more claim certificates  identifying
claims or losses relating to  misrepresentations or breaches hereunder in excess
of the Basket Amount (defined below), in which case the Indemnified Party, shall
be entitled to recover all losses so identified in excess of the Basket  Amount;
provided,  however,  that the maximum liability of any Indemnifying Party to all
Indemnified  Parties under this  Agreement,  except in the case of actual fraud,
shall not exceed $600,000. "Basket Amount" shall mean $60,000 in the aggregate.

           13A.  Termination and  Abandonment.  This Agreement may be terminated
and the  Merger  may be  terminated  at any time  prior to the  Effective  Time,
whether before or after approval of the matters presented in connection with the
Merger by the shareholders of Vyteris:

                     (a) by mutual consent of the parties hereto;

                     (b) by any of the  parties  hereto if the Merger  shall not
have been  consummated  on or before  September 12, 2004 (the  "Cut-off  Date"),
unless  the  failure  of the  Closing  to occur by such date shall be due to the
failure of the party seeking to terminate  this  Agreement to perform or observe
the covenants and agreements of such party set forth herein;

                     (c) by any of the  parties  hereto if any  approval  of the
shareholders of Vyteris or Treasure  Mountain  required for the  consummation of
the Merger  shall not have been  obtained by reason of the failure to obtain the
required vote at a duly held meeting of such  shareholders or at any adjournment
or postponement thereof;

                     (d) by  any  of  the  parties  hereto  (provided  that  the
terminating  party  is not  then  in  material  breach  of  any  representation,
warranty,  covenant or other agreement  contained  herein),  if there shall have
been a breach of any of the  representations or warranties made to such party in
this  Agreement   (determined  as  of  the  date  hereof  or,  in  the  case  of
representations  and warranties made as of a particular  date, as of the date as
of which such  representation  or warranty is made),  which  breach is not cured
within thirty days following written notice to the party committing such breach,
or which breach, by its nature, cannot be cured prior to the Closing;  provided,
however, that no party shall have the right to terminate this Agreement pursuant
to this Section 13A(d) unless the breach of representation or warranty, together
with  all  other  such  breaches,   would  entitle  the  party   receiving  such
representation  not to consummate  the  transactions  contemplated  hereby under
Sections 10.1 or, 11.1;


                                       37
<PAGE>

                     (e) by  any  of  the  parties  hereto  (provided  that  the
terminating  party  is not  then  in  material  breach  of  any  representation,
warranty,  covenant or other agreement  contained  herein),  if there shall have
been a material  breach of any of the covenants or agreements  set forth in this
Agreement  made for the benefit of such party,  which breach shall not have been
cured within thirty days  following  receipt by the  breaching  party of written
notice of such breach  from the other  party  hereto,  or which  breach,  by its
nature, cannot be cured prior to the Closing;

                     (f) by any party hereto if Vyteris' or Treasure  Mountain's
Board of Directors  shall have  approved a definitive  agreement  reflecting  an
Acquisition Proposal prior to the Cut-Off Date;

                     (g) by any  party  hereto if any of the  conditions  to its
obligations  to effect a closing  hereunder  set forth in Sections 10 and 11 are
not satisfied and are not
capable of being satisfied by the Cut-off Date;

                     (h) by Treasure  Mountain on or before July 15, 2004 if, as
a result of its due  diligence  review,  it shall have  identified  any  factors
which,  in the  opinion of Treasure  Mountain's  Board of  Directors,  render it
inadvisable to proceed with the Merger;

                     (i) by Vyteris on or before  July 15,  2004 if, as a result
of its due diligence  review, it shall have identified any factors which, in the
opinion of Vyteris'  Board of Directors,  render it  inadvisable to proceed with
the Merger; or

                     (j) by any party hereto, acting pursuant to Section 28.

           13.  Effect  of  Termination.  In the  event of  termination  of this
Agreement as provided in Section 13A, this Agreement shall forthwith become void
and have no effect except that this Section 13 and Sections  17-27 shall survive
any termination of this Agreement.

           14.  Delivery  of  Corporate  Proceedings  of Treasure  Mountain  and
Vyteris Mergerco.  At the Closing,  Treasure Mountain and Vyteris Mergerco shall
deliver to counsel for Vyteris the originals of all of the corporate proceedings
of Treasure  Mountain and Vyteris  Mergerco,  duly certified by their respective
Secretaries, relating to this Agreement and Vyteris shall deliver to counsel for
Treasure Mountain the originals of all of the corporate  proceedings of Vyteris,
duly certified by their respective Secretaries, relating to this Agreement.

           15. Limitation of Liability.  The representations and warranties made
by any party to this  Agreement are intended to be relied upon only by the other
parties to this  Agreement  and by no other  person.  Nothing  contained in this
Agreement  shall  be  deemed  to  confer  upon  any  person  not a party to this
Agreement any third party  beneficiary  rights or any other rights of any nature
whatsoever.

           16. Further  Instruments  and Actions.  Each party shall deliver such
further instruments and take such further action as may be reasonably  requested
by any  other  party in  order to carry  out the  intent  and  purposes  of this
Agreement.


                                       38
<PAGE>

           17.  Governing Law. This Agreement is being delivered and is intended
to be performed in the State of New York, and shall be construed and enforced in
accordance  with the laws of such state,  without  regard to  conflicts  of laws
thereof.  Each party hereto 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 state or federal  court  sitting in the City of New
York, New York for the  adjudication  of any dispute  hereunder or in connection
herewith or with any transaction  contemplated  hereby or discussed herein. 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.  If any party  shall  commence an action or  proceeding  to enforce any
provisions hereof,  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

           18. Notices.  All notices or other  communications  to be sent by any
party to this  Agreement to any other party to this  Agreement  shall be sent by
certified  mail,  personal  delivery  or  nationwide  overnight  courier  to the
addresses hereinbefore  designated,  or such other addresses as may hereafter be
designated  in writing by a party.  Notice shall be deemed given and received on
the date of actual delivery to the address specified thereon.

           19. Binding Agreement. This Agreement represents the entire agreement
among the parties  hereto with  respect to the matters  described  herein and is
binding  upon and shall  inure to the  benefit of the  parties  hereto and their
legal representatives,  successors and permitted assigns. This Agreement may not
be assigned and,  except as stated herein,  may not be altered or amended except
in writing executed by all of the parties hereto.

           20. Counterparts. This Agreement may be executed in counterparts, all
of which, when taken together, shall constitute the entire Agreement.

           21. Severability. Any provision of this Agreement which is prohibited
or  unenforceable  in  any  jurisdiction  will,  as  to  such  jurisdiction,  be
ineffective  to the  extent  of such  prohibition  or  unenforceability  without
invalidating  the  remaining   provisions  of  this  Agreement,   and  any  such
prohibition  or  unenforceability  in any  jurisdiction  will not  invalidate or
render  unenforceable  such provision in any other  jurisdiction.  To the extent
permitted by law, the parties  hereto waive any  provision of law which  renders
any such provision prohibited or unenforceable in any respect.

           22.  Joint  Drafting.  This  Agreement  shall be  deemed to have been
drafted  jointly by the  parties  hereto,  and no  inference  or  interpretation
against  any party  shall be made  solely by  virtue of such  party's  allegedly
having been the draftsperson of this Agreement.

           23. Reliance on  Certificates.  In rendering any opinion  referred to
herein,  counsel for the  parties  hereto may rely,  as to any  factual  matters
involved in their respective  opinions,  on certificates of public officials and
of corporate and company  officers,  and on such other  evidence as such counsel
may reasonably deem  appropriate  and, as to the matters governed by the laws of


                                       39
<PAGE>

jurisdictions other than the United States or the State of Delaware,  an opinion
of  local  counsel  in  such  other  jurisdiction(s),  which  counsel  shall  be
satisfactory  to  the  other  parties  in  the  exercise  of  their   reasonable
discretion,  or by the  assumption  that New Jersey law is identical to New York
law.

           24. Public  Announcements.  All parties  hereto agree that any public
announcement,  press  release or other public  disclosure of the signing of this
Agreement  shall be made jointly and only after all parties hereto have reviewed
and  approved  the  language  and  timing  of such  disclosure,  except  as such
disclosure  may be  required  pursuant to any legal  obligation  or order of any
court having proper  jurisdiction  over any of the parties hereto.  Prior to the
Effective  Time or the  termination  of this  Agreement,  Treasure  Mountain and
Vyteris Mergerco shall not make any public comments  regarding Vyteris' business
without the prior approval of Vyteris'  chairman of the board,  chief  executive
officer or chief  financial  officer,  except as such disclosure may be required
pursuant  to  any  legal   obligation  or  order  of  any  court  having  proper
jurisdiction over any of the parties hereto.

           25. Consent.  Whenever  consent is required to be given by any of the
parties hereto to any of the other parties hereto in connection  with any matter
contemplated hereby, such consent shall not be unreasonably withheld, delayed or
conditioned.

           26. Waiver of Jury Trial.  Each party hereto (each, a "party") hereby
waives to the fullest extent  permitted by applicable law, any right it may have
to a trial by jury in respect to any suit,  action or other proceeding  directly
or indirectly  arising out of, under or in connection with this Agreement or any
transaction contemplated hereby. Each Party (a) certifies that no representative
of any other Party has  represented,  expressly  or  otherwise,  that such other
Party would not, in the event of any suit, action or other  proceeding,  seek to
enforce that foregoing waiver and (b) acknowledges that it and the other Parties
have been  induced to enter into this  Agreement,  by, among other  things,  the
mutual waivers and certifications in this Section 26.

           27. Captions. The titles, captions and table of contents contained in
this  Agreement are inserted in this  Agreement  only as a matter of convenience
and for reference and in no way define,  limit,  extend or describe the scope of
this  Agreement  or the  intent  of any  provision  of  this  Agreement.  Unless
otherwise  specified to the contrary,  all references to Sections are references
to Sections of this Agreement.

           28.  Schedules.  The parties  acknowledge that the Treasure  Mountain
Schedule of  Exceptions  and the Vyteris  Schedule of  Exceptions  have not been
prepared or are incomplete as of the date hereof (such  unprepared or incomplete
schedules  being the  "Incomplete  Schedules").  Each of Treasure  Mountain  and
Vyteris  shall  deliver to the other and its counsel for their review a complete
and accurate version of such party's  Incomplete  Schedules,  expressly noted as
such in the transmittal  correspondence with respect thereto (as so revised, the
"Final  Proposed  Schedules")  not  later  than 7 days  after  the  date of this
Agreement.  Each such party  shall  also  provide  the other with  copies of any
supporting  documents as may be reasonably  requested by the other in connection
with their review of such Final  Proposed  Schedules.  Notwithstanding  anything
herein to the contrary,  Treasure Mountain and Vyteris shall each have the right
to terminate  this Agreement by written notice to the other in the event that it
is not satisfied with the other party's Final Proposed Schedules,  provided that
notice is given in the manner  described in the next  succeeding  sentence.  Not
later than 5 business  days after its receipt of any Final  Proposed  Schedules,


                                       40
<PAGE>

the  receiving  party  shall  either (i) advise the other  party that such Final
Proposed Schedules are acceptable,  whereupon the Final Proposed Schedules shall
become the schedules hereto and shall be deemed to have been delivered as of the
date  hereof,  or (ii)  advise  the  other  party  that it is  terminating  this
Agreement,  provided,  however, that if either Treasure Mountain or Vyteris does
not respond  within the  aforementioned  5 business day period,  then such party
shall be deemed to have accepted the other's Final Proposed Schedules.

           29.   Access.   Treasure   Mountain  shall  permit  Vyteris  and  its
representatives,   and  Vyteris   shall   permit   Treasure   Mountain  and  its
representatives,  reasonable  access to their respective  properties,  and shall
disclose  and make  available  to Vyteris and its  representatives,  or Treasure
Mountain and its representatives,  as the case may be, any and all books, papers
and records  relating to its assets,  stock ownership,  properties,  operations,
obligations and liabilities, material contracts and agreements, filings with any
regulatory  authority,   accountants'  work  papers,   litigation  files,  plans
affecting  employees,  and any other  business  activities or prospects in which
Vyteris and its representatives or Treasure Mountain and its representatives may
have a reasonable interest,  all to the extent reasonably requested by the party
seeking such access.  Neither party shall be required to provide access to or to
disclose  information where such access or disclosure would violate or prejudice
the rights of any patient,  subject or customer, would contravene any law, rule,
regulation, order or judgment or would waive any privilege.


                                       41
<PAGE>


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

                                         TREASURE MOUNTAIN HOLDINGS, INC.,
                                         a Nevada corporation

                                         By:
                                            ------------------------------------
                                         Name:
                                         Title:

                                         TMH ACQUISITION CORP.,
                                         a Delaware corporation

                                         By:
                                            ------------------------------------
                                         Name:
                                         Title:

                                         VYTERIS, INC.,
                                         a Delaware corporation

                                         By:
                                            ------------------------------------
                                         Name:
                                         Title:




                                       42
<PAGE>


                         Index to Schedules and Exhibits


Exhibit A:           Certificate of Merger
Exhibit B:           Form of Investment Letter
Exhibit C:           Form of Warrants
Exhibit D:           Form of Voting Agreement


Schedule A:          Vyteris Capitalization Schedule




                                       43
<PAGE>

                                   EXHIBIT A


                              CERTIFICATE OF MERGER
                                       OF
                              TMH ACQUISITION CORP.
                             A DELAWARE CORPORATION
                                      INTO
                                  VYTERIS, INC.
                             A DELAWARE CORPORATION

      The undersigned  corporations,  organized and existing under and by virtue
of the General Corporation Law of the State of Delaware,

           DO HEREBY CERTIFY:


           FIRST:    That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:

           Name                                 State of Incorporation
           ----                                 ----------------------

           TMH Acquisition Corp.                Delaware

           Vyteris, Inc.                        Delaware

           SECOND:   That a merger agreement and plan of reorganization between
the parties to the merger (the "Agreement of Merger") has been approved,
adopted, certified, executed and acknowledged by each of the constituent
corporations in accordance with the requirements of subsection (c) of Section
251 of the General Corporation Law of the State of Delaware and with at least a
majority of the stockholders of each constituent corporation approving the
Agreement of Merger, (i) by written consent in accordance with subsection (d) of
Section 228 of the General Corporation Law of the State of Delaware in the case
of TMH Acquisition Corp. and (ii) by vote of the stockholders at a special
meeting conducted in accordance with subsection (c) of Section 251 of the
General Corporation Law of the State of Delaware in the case of Vyteris, Inc..

           THIRD:    That Vyteris, Inc. shall be the surviving corporation in
the merger.

           FOURTH:   That the Certificate of Incorporation of Vyteris, Inc.
shall be the Certificate of Incorporation of the surviving corporation.

           FIFTH:    That the executed Agreement of Merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is 13-01 Pollitt Drive,
Fair Lawn, NJ 07410.


                                       44
<PAGE>


           SIXTH:    That a copy of the Agreement of Merger will be furnished by
the surviving  corporation,  on request and without cost, to any  stockholder of
any constituent corporation.

           IN WITNESS WHEREOF, the undersigned have executed this Certificate
this __ day of ______, 2004.

                                        TMH ACQUISITION CORP.,
                                        a Delaware corporation

                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        VYTERIS, INC.,
                                        a Delaware corporation

                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:


                                       45
<PAGE>


                                   EXHIBIT B


To:        Treasure Mountain Holdings, Inc.

           The  undersigned  is a stockholder  of Vyteris,  Inc.  ("Vyteris") or
expects to become a  stockholder  of Vyteris  prior to the  consummation  of the
pending  merger  (the  "Merger")   pursuant  to  which  Vyteris  will  become  a
wholly-owned   subsidiary  of  Treasure  Mountain  Holdings,   Inc.   ("Treasure
Mountain").  The  undersigned  has been  advised  that as a result of the Merger
Agreement and Plan of Reorganization  (the  "Agreement"),  dated as of July ___,
2004, by and among  Treasure  Mountain,  a subsidiary  of Treasure  Mountain and
Vyteris, all of the common and preferred stock of Vyteris will be converted into
the right to receive  the  common  and  preferred  stock of  Treasure  Mountain,
respectively.

           The undersigned  understands  that under the securities  laws,  every
person or entity  that is a  stockholder  of  Vyteris  immediately  prior to the
effective  time of the Merger will be deemed to be acquiring  Treasure  Mountain
capital stock  pursuant to the Agreement  upon the  consummation  of the Merger.
Accordingly, the undersigned hereby represents and warrants as follows:

           (a) The  undersigned  is acquiring  securities  of Treasure  Mountain
pursuant  to  the  Agreement  solely  for  the  undersigned's  own  account  for
investment  purposes only and not with a view to or sale in connection with, any
distribution  within the meaning of the  Securities Act of 1933, as amended (the
"Securities Act"). The undersigned has no pre-existing agreement or arrangement,
formal or informal,  with any person to sell,  distribute or transfer all or any
part of such securities, and the undersigned has no plans to enter into any such
agreement or arrangement.

           (b) The  undersigned  understands  that the  securities  of  Treasure
Mountain to be issued to the undersigned pursuant to the Agreement have not been
registered  under the  Securities  Act or any state  securities law by reason of
their  issuance  in  a  transaction   which  is  exempt  from  the  registration
requirements  of the  Securities  Act and state  securities  laws, and that such
securities must be held  indefinitely  unless they are  subsequently  registered
under the  Securities Act and such laws or a subsequent  disposition  thereof is
exempt from registration  under the applicable  provisions of the Securities Act
and such laws. The undersigned  acknowledges  that the  certificates  evidencing
such  securities  will  contain a legend to the  foregoing  effect and that stop
transfer instructions will be placed with the transfer agent of the securities.

           (c) The  undersigned has (or, if the undersigned is not an accredited
investor,  the  undersigned  has  been  assisted  by a  representative  who has)
sufficient  knowledge and  expertise in business and financial  matters so as to
enable the undersigned to analyze and evaluate the merits and risks of acquiring
the securities of Treasure Mountain pursuant to the terms of the Agreement.  The
undersigned is able to bear the economic risk of such  acquisition,  including a
complete  loss of the  undersigned's  investment  in the  securities of Treasure
Mountain being acquired pursuant to the Agreement.

           (d) The  undersigned  represents  that the  undersigned  is either an
accredited  investor  as  defined  in Rule  501(a)  of  Regulation  D under  the
Securities  Act or is an employee or former  employee of Vyteris  that  acquired
Vyteris securities upon the exercise of stock options.

           (e) If the  undersigned is an employee or former  employee of Vyteris
who acquired Vyteris securities upon the exercise of stock options and is not an



                                       46
<PAGE>


accredited  investor  as  defined  in Rule  501(a)  of  Regulation  D under  the
Securities Act, the undersigned has checked the following box [ ].

           (f) If the undersigned currently owns options or warrants to purchase
Vyteris common stock (the "Existing Rights"), the undersigned:

                     (i) understands that upon consummation of the Merger, there
will not be a sufficient  number of authorized  but unissued  shares of Treasure
Mountain  Common  Stock to cover the options or  warrants  to purchase  Treasure
Mountain  Common  Stock to be issued to the  undersigned  pursuant to the Merger
Agreement;

                     (ii) understands that pursuant to the Merger Agreement, the
lack of sufficient authorized shares is expected to be cured either by arranging
for  Treasure  Mountain to  reincorporate  in  Delaware  into an entity that has
sufficient  authorized shares or by arranging for Treasure Mountain to amend its
certificate of  incorporation to provide for sufficient  authorized  shares (the
"Subsequent Actions");

                     (iii)  understands  that while the Subsequent  Actions will
require the approval of Treasure Mountain's stockholders, parties which will own
a majority of Treasure  Mountain's  Common Stock upon consummation of the Merger
have agreed to vote in favor of the Subsequent Actions;

                     (iv)  understands that upon the consummation of the Merger,
the  Existing  Rights  will become  options or  warrants  to  purchase  Treasure
Mountain's Common Stock (the "New Rights"); and

                     (v) agrees that the  undersigned  will not exercise the New
Rights until such time as the Subsequent Actions are effected.

Dated:  ___________, 2004                      By:
                                                  ------------------------------
                                                  [name and title]


                                       47
<PAGE>


                                   EXHIBIT C



                                     FORM OF

                          COMMON STOCK PURCHASE WARRANT


THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  WITH THE  SECURITIES  AND EXCHANGE
COMMISSION  OR THE  SECURITIES  COMMISSION  OF ANY  STATE  IN  RELIANCE  UPON AN
EXEMPTION FROM REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "
SECURITIES ACT "), AND, ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN  AVAILABLE   EXEMPTION  FROM,  OR  IN  A  TRANSACTION  NOT  SUBJECT  TO,  THE
REGISTRATION   REQUIREMENTS  OF  THE  SECURITIES  ACT  AND  IN  ACCORDANCE  WITH
APPLICABLE  STATE  SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE  TRANSFEROR  TO SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY
ACCEPTABLE TO THE COMPANY.  THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN  ACCOUNT WITH A REGISTERED  BROKER-DEALER  OR OTHER LOAN WITH A
FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)
UNDER THE SECURITIES ACT.

                          COMMON STOCK PURCHASE WARRANT

                  To Purchase 750,000 Shares of Common Stock of

                        TREASURE MOUNTAIN HOLDINGS, INC.

           This COMMON STOCK PURCHASE WARRANT (this  "Warrant")  certifies that,
for  value   received,   _____________,   an  individual   with  an  address  at
________________ (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  _______ __, 2004 (the date of issuance of this  Warrant) (the "Initial
Exercise  Date")  and on or  prior  to the  close of  business  on the  two-year
anniversary date of the Initial Exercise Date (the  "Termination  Date") but not
thereafter, to subscribe for and purchase from Treasure Mountain Holdings, Inc.,
a corporation  incorporated in the State of Nevada with an address at 1390 South
1100 East Suite 204,  Salt Lake City,  UT, 84105 or its  successors  and assigns
(the  "Company"),  up to seven hundred and fifty thousand  (750,000) shares (the
"Warrant  Shares")  of common  stock,  $0.001 par value per share of the Company
(the  "Common  Stock").  The  purchase  price for one share of Common Stock (the
"Exercise  Price")  upon  exercise of this Warrant  shall be $.10.  The Exercise
Price and the number of  Warrant  Shares  for which the  Warrant is  exercisable
shall be subject to adjustment as provided herein.

           1. Title to  Warrant.  Prior to the  Termination  Date and subject to
compliance with applicable laws and Section 7 of this Warrant,  this Warrant and
all  rights  hereunder  are  transferable,  in whole or in part at the office or
agency of the  Company by the Holder in person or by duly  authorized  attorney,
upon surrender of this Warrant  together with the Assignment Form annexed hereto


                                       48
<PAGE>


properly  endorsed.  The  transferee  shall sign and  deliver to the  Company an
investment letter in form and substance reasonably satisfactory to the Company.

           2.  Authorization and Reservation of Warrant Shares;  Authority.  The
Company  covenants  that (i) during the period this Warrant is  outstanding,  it
will reserve from its authorized and unissued  Common Stock a sufficient  number
of shares of its Common Stock to provide for the issuance of the Warrant  Shares
upon  exercise of any  purchase  rights  under this Warrant and (ii) all Warrant
Shares which may be issued upon the exercise of the purchase rights  represented
by this Warrant will, upon exercise of the purchase  rights  represented by this
Warrant,  be duly authorized,  validly issued,  fully paid and nonassessable 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).  The Company  further  covenants that its issuance of this Warrant shall
constitute  full  authority  to its  officers  who are charged  with the duty of
executing stock certificates to execute and issue the necessary certificates for
the Warrant Shares upon the exercise of the purchase  rights under this Warrant.
The Company will take all such  reasonable  action as may be necessary to assure
that such Warrant Shares may be issued as provided  herein without  violation of
any applicable law or regulation,  or of any  requirements of the trading market
upon  which  the  Common   Stock  may  be  listed;   provided,   however,   that
notwithstanding any provision herein to the contrary,  the Company shall have no
obligation to issue Warrant Shares  hereunder  unless and until the Holder shall
sign and  deliver to the  Company  an  investment  letter in form and  substance
reasonably satisfactory to the Company.

           3. Exercise of Warrant.

           (a) The exercise of the purchase  rights  represented by this Warrant
may be made at any time or times on or after the Initial Exercise Date and on or
before 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 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
bank or by means of a cashless  exercise  pursuant to Section  3(c),  the Holder
shall be entitled to receive a certificate  for the number of Warrant  Shares so
purchased. Certificates for shares purchased hereunder shall be delivered to the
Holder  within five 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
the 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,  if any,  required  to be paid by the Holder  pursuant  to
Section  5 prior  to the  issuance  of such  shares,  have  been  paid  upon the
effective date of an exercise pursuant to Section 5, including,  but not limited
to, a cashless  exercise  pursuant  to Section  3(c).  If the  Company  fails to
deliver to the Holder a certificate  or  certificates  representing  the Warrant
Shares  pursuant  to this  Section  3(a) by the close of  business  on the fifth
trading day after the date of  exercise,  then the Holder will have the right to
rescind such exercise.


                                       49
<PAGE>


           (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 Warrant Shares called for by this Warrant, which new
Warrant shall in all other respects be identical with this Warrant.

           (c) This  Warrant  may also be  exercised  at and after  such time by
means of a "cashless  exercise" in which the Holder shall be entitled to receive
a certificate for the number of Warrant Shares equal to the quotient obtained by
dividing [(A-B) (X)] by (A), where:

            (A)  =  the  VWAP  (as  hereinafter  defined)  on  the  trading  day
                    preceding the date of such election;

            (B)  =  the Exercise Price of these Warrants, as adjusted; and

            (X)  =  the number of Warrant  Shares  issuable upon exercise of the
                    Warrants  in  accordance  with the terms of the  Warrant  by
                    means of a cash exercise rather than a cashless exercise.

           As used herein,  "VWAP" means,  for any date, the price determined by
the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on the American Stock  Exchange,  the Nasdaq National Market or
the Nasdaq SmallCap Market (each, a "Trading Market"), the daily volume weighted
average price of the Common Stock for such date (or the nearest  preceding date)
on the  Trading  Market on which the  Common  Stock is then  listed or quoted as
reported  by  Bloomberg  Financial  L.P.  (based on a trading day from 9:30 a.m.
Eastern  Time to 4:02 p.m.  Eastern  Time);  (b) if the Common Stock is not then
listed or quoted on a Trading Market and if prices for the Common Stock are then
quoted on the OTC  Bulletin  Board,  the volume  weighted  average  price of the
Common Stock for such date (or the nearest  preceding  date) on the OTC Bulletin
Board;  (c) if the Common Stock is not then listed or quoted on the OTC Bulletin
Board and if prices for the Common Stock are then  reported in the "Pink Sheets"
published  by  the  National   Quotation  Bureau   Incorporated  (or  a  similar
organization  or agency  succeeding to its functions of reporting  prices),  the
most recent bid price per share of the Common Stock so  reported;  or (d) in all
other cases,  the fair market value of a share of Common Stock as  determined by
the Board of Directors of the Company in good faith.

           4. No  Fractional  Shares or  Scrip.  No  fractional  shares or scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  As to any fraction of a share which Holder would otherwise be entitled
to purchase  upon such  exercise,  the Company  shall pay a cash  adjustment  in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

           5. Charges, Taxes and Expenses.  Issuance of certificates for Warrant
Shares shall be made without  charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such certificate,  all
of which taxes and expenses shall be paid by the Company,  and such certificates
shall be  issued  in the name of the  Holder  or in such name or names as may be
directed by the Holder;  provided,  however,  that in the event certificates for
Warrant  Shares are to be issued in a name  other  than the name of the  Holder,


                                       50
<PAGE>

this  Warrant  when  surrendered  for  exercise  shall  be  accompanied  by  the
Assignment Form attached hereto duly executed by the Holder; and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

           6. Closing of Books. The Company will not close its stockholder books
or records in any manner  which  prevents the timely  exercise of this  Warrant,
pursuant to the terms hereof.

           7. Transfer, Division and Combination.

           (a)  Subject to  compliance  with any  applicable  federal  and state
securities laws and the conditions set forth in Sections 1 and 7(e) hereof, this
Warrant and all rights  hereunder are  transferable,  in whole or in part,  upon
surrender of this Warrant at the principal office of the Company,  together with
an Assignment  Form attached  hereto duly executed by the Holder or its agent or
attorney and funds  sufficient to pay any transfer taxes payable upon the making
of such  transfer.  Upon such  surrender  and, if required,  such  payment,  the
Company  shall  execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees and in the denomination or denominations specified in such
instrument  of  assignment  and  shall  issue  to  the  assignor  a new  Warrant
evidencing  the portion of this Warrant not so assigned,  and this Warrant shall
promptly be cancelled.  A Warrant,  if properly assigned,  may be exercised by a
new holder for the  purchase  of Warrant  Shares  without  having a new  Warrant
issued.

           (b) This  Warrant may be divided or combined  with other  Warrants of
like tenor and terms upon  presentation  hereof at the  aforesaid  office of the
Company,  together with a written notice  specifying the names and denominations
in which new  Warrants  are to be  issued,  signed by the Holder or its agent or
attorney.  Subject to compliance with Section 7(a), as to any transfer which may
be  involved in such  division or  combination,  the Company  shall  execute and
deliver a new Warrant or Warrants in exchange  for the Warrant or Warrants to be
divided or combined in accordance with such notice.

           (c) The Company shall  prepare,  issue and deliver at its own expense
(other than transfer taxes) the new Warrant or Warrants under this Section 7.

           (d) The Company agrees to maintain,  at its aforesaid  office,  books
for the registration and the registration of transfer of the Warrants.

           (e) If, at the time of the  surrender of this  Warrant in  connection
with any exercise or transfer of this Warrant,  the exercise or transfer of this
Warrant shall not be registered pursuant to an effective  registration statement
under the Securities Act and under applicable state securities or blue sky laws,
the Company may require,  as a condition of allowing  such  exercise or transfer
(i) that the Holder or transferee of this Warrant,  as the case may be,  furnish
to the Company a written  opinion of counsel  (which  opinion  shall be in form,
substance   and  scope   customary   for  opinions  of  counsel  in   comparable
transactions)  to the effect that such  exercise or transfer may be made without
registration  under the Securities Act and under  applicable state securities or
blue sky laws and (ii) that the Holder or  transferee  of this  Warrant,  as the



                                       51
<PAGE>

case may be, execute and deliver to the Company an investment letter in form and
substance reasonably satisfactory to the Company.

           8. No Rights as  Shareholder  until  Exercise.  This Warrant does not
entitle the Holder to any voting rights or other rights as a shareholder  of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the  aggregate  Exercise  Price (or by means of a  cashless  exercise
pursuant to Section  3(c)),  the  Warrant  Shares so  purchased  shall be and be
deemed to be issued to such Holder as the record  owner of such shares as of the
close of business on the later of the date of such surrender or payment.

           9. Loss,  Theft,  Destruction  or Mutilation of Warrant.  The Company
covenants that upon receipt by the Company of evidence  reasonably  satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate  relating  to the  Warrant  Shares,  and in case of  loss,  theft or
destruction of indemnity or security  reasonably  satisfactory to it (which,  in
the case of the  Warrant,  shall not include the posting of any bond),  and upon
surrender and cancellation of such Warrant or stock  certificate,  if mutilated,
the Company  will make and deliver a new  Warrant or stock  certificate  of like
tenor  and  dated  as of such  cancellation,  in lieu of such  Warrant  or stock
certificate.

           10. Saturdays,  Sundays,  Holidays, etc. If the last or appointed day
for the taking of any action or the  expiration of any right required or granted
herein shall be a Saturday,  Sunday or a legal holiday,  then such action may be
taken or such right may be exercised on the next  succeeding day not a Saturday,
Sunday or legal holiday.

           11. Adjustments of Exercise Price and Number of Warrant Shares; Stock
Splits, etc. The number and kind of securities  purchasable upon the exercise of
this Warrant and the Exercise Price shall be subject to adjustment  from time to
time in case the Company shall:  (i) pay a dividend in shares of Common Stock or
make a  distribution  in shares of Common  Stock to holders  of its  outstanding
Common  Stock,  (ii)  subdivide  its  outstanding  shares of Common Stock into a
greater number of shares,  (iii) combine its outstanding  shares of Common Stock
into a smaller number of shares of Common Stock, or (iv) issue any shares of its
capital  stock in a  reclassification  of the Common  Stock,  then the number of
Warrant  Shares  purchasable  upon  exercise of this Warrant  immediately  prior
thereto  shall be adjusted  so that the Holder  shall be entitled to receive the
kind and number of Warrant  Shares or other  securities  of the Company which it
would  have  owned or have  been  entitled  to  receive  had such  Warrant  been
exercised in advance  thereof.  Upon each such adjustment of the kind and number
of Warrant  Shares or other  securities  of the  Company  which are  purchasable
hereunder,  the Holder  shall  thereafter  be entitled to purchase the number of
Warrant Shares or other securities resulting from such adjustment at an Exercise
Price per Warrant Share or other security  obtained by multiplying  the Exercise
Price in effect  immediately  prior to such  adjustment by the number of Warrant
Shares  purchasable  pursuant  hereto  immediately  prior to such adjustment and
dividing  by the number of Warrant  Shares or other  securities  of the  Company
resulting from such  adjustment.  An adjustment  made pursuant to this paragraph
shall  become  effective  immediately  after the  effective  date of such  event
retroactive to the record date, if any, for such event.




                                       52
<PAGE>

           12.  Reorganization,   Reclassification,   Merger,  Consolidation  or
Disposition  of  Assets.  In case the  Company  shall  reorganize  its  capital,
reclassify  its  capital  stock,  consolidate  or  merge  with or  into  another
corporation  (where the Company is not the surviving  corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell,  transfer or otherwise  dispose of its property,  assets or business to
another  corporation  and,  pursuant  to  the  terms  of  such   reorganization,
reclassification,  merger,  consolidation  or disposition  of assets,  shares of
common stock of the successor or acquiring  corporation,  or any cash, shares of
stock or other  securities  or  property  of any  nature  whatsoever  (including
warrants or other  subscription or purchase rights) in addition to or in lieu of
common stock of the successor or acquiring  corporation ("Other Property"),  are
to be received by or  distributed to the holders of Common Stock of the Company,
including,   without  limitation,  any  reincorporation  merger  representing  a
Subsequent  Action (as  defined in that  certain  Merger  Agreement  and Plan of
Reorganization referred to in Section 16 below) (the "Merger"),  then the Holder
shall have the right  thereafter to receive upon  exercise of this Warrant,  the
number of shares of Common Stock of the successor or acquiring corporation or of
the Company, if it is the surviving  corporation,  and Other Property receivable
upon  or  as  a  result  of  such  reorganization,   reclassification,   merger,
consolidation  or  disposition  of assets by a Holder of the number of shares of
Common Stock for which this  Warrant is  exercisable  immediately  prior to such
event.   In  case  of  any  such   reorganization,   reclassification,   merger,
consolidation or disposition of assets,  the successor or acquiring  corporation
(if  other  than  the  Company)  shall  expressly  assume  the due and  punctual
observance  and  performance  of each and every  covenant and  condition of this
Warrant to be performed and observed by the Company and all the  obligations and
liabilities   hereunder,   subject  to  such  modifications  as  may  be  deemed
appropriate (as determined in good faith by resolution of the Board of Directors
of the Company) in order to provide for  adjustments of Warrant Shares for which
this Warrant is exercisable  which shall be as nearly  equivalent as practicable
to the adjustments provided for in this Section 12. For purposes of this Section
12, "common stock of the successor or acquiring corporation" shall include stock
of such  corporation  of any class which is not  preferred  as to  dividends  or
assets  over any  other  class of stock  of such  corporation  and  which is not
subject to  redemption  and shall also include any  evidences  of  indebtedness,
shares of stock or other  securities  which are convertible into or exchangeable
for any such stock,  either  immediately or upon the arrival of a specified date
or the  happening  of a  specified  event and any  warrants  or other  rights to
subscribe  for or purchase  any such stock.  The  foregoing  provisions  of this
Section   12   shall    similarly    apply   to   successive    reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

           13. Voluntary  Adjustment by the Company. The Company may at any time
during the term of the Warrants  reduce the then current  Exercise  Price to any
amount and for any period of time deemed  appropriate  by the Board of Directors
of the Company.

           14. Notice of  Adjustment.  Whenever the number of Warrant  Shares or
number or kind of securities or other property  purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided,  the Company
shall give notice thereof to the Holder,  which notice shall state the number of
Warrant Shares (and other securities or property)  purchasable upon the exercise
of this  Warrant  and the  Exercise  Price of such  Warrant  Shares  (and  other
securities or property) after such  adjustment,  setting forth a brief statement
of the facts  requiring  such  adjustment  and setting forth the  computation by
which such adjustment was made.



                                       53
<PAGE>

           15. Notice of Corporate Action. If at any time:

           (a) the  Company  shall  take a record of the  holders  of its Common
Stock  for the  purpose  of  entitling  them to  receive  a  dividend  or  other
distribution,  or any right to subscribe  for or purchase  any  evidences of its
indebtedness,  any  shares  of stock of any  class or any  other  securities  or
property, or to receive any other right, or

           (b) there shall be any capital  reorganization  of the  Company,  any
reclassification  or recapitalization of the capital stock of the Company or any
consolidation  or merger of the  Company  with,  or any sale,  transfer or other
disposition of all or substantially all the property,  assets or business of the
Company to, another  corporation  (it being  understood  that the transaction by
which the Company has acquired Vyteris, Inc. and any merger effected in order to
reincorporate the Company in a jurisdiction other than Nevada as contemplated by
the Merger Agreement and Plan of Reorganization  referred to in Section 16 below
are excluded from the transactions described in this clause "b") or,

           (c)  there  shall  be  a  voluntary   or   involuntary   dissolution,
liquidation or winding up of the Company;

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least 20 days' prior written  notice of the date on which a record date shall be
selected for such dividend,  distribution or right or for determining  rights to
vote  in  respect  of  any  such   reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition,  dissolution, liquidation or winding up, including,
without  limitation,  the Merger,  at least 20 days' prior written notice of the
date  when the same  shall  take  place.  Such  notice  in  accordance  with the
foregoing  clause also shall specify (x) the date on which any such record is to
be taken for the purpose of such dividend,  distribution  or right,  the date on
which the  holders  of Common  Stock  shall be  entitled  to any such  dividend,
distribution or right, and the amount and character thereof, and (y) the date on
which any such reorganization,  reclassification,  merger, consolidation,  sale,
transfer,  disposition,  dissolution,  liquidation  or winding up is expected to
take  place  and the  time,  if any such  time is to be  fixed,  as of which the
holders of Common Stock shall be entitled to exchange  their Warrant  Shares for
securities or other property  deliverable  upon such  disposition,  dissolution,
liquidation or winding up. Each such written notice shall be sufficiently  given
if addressed  to Holder at the last address of Holder  appearing on the books of
the Company and delivered in accordance with Section 17(d).

           16.  Registration  Rights.  The Company  hereby agrees to include the
Warrant  Shares in the  registration  statement it files in connection  with the
Registration  Rights  Agreement (as defined in the Merger  Agreement and Plan of
Reorganization,  dated  as of July __,  2004,  by and  among  the  Company,  TMH
Acquisition  Corp. and Vyteris,  Inc.),  provided that the Holder  furnishes the
Company with all information reasonably requested by the Company for purposes of
filing that registration  statement (such information shall be substantially the
same  information  required  to be  delivered  by  the  holders  of  Registrable


                                       54
<PAGE>

Securities (as defined in the  Registration  Rights  Agreement)  pursuant to the
Registration  Rights Agreement) and provided that the Holder shall be subject to
all  obligations  of the holders of  Registrable  Securities as set forth in the
Registration  Rights  Agreement.  It is understood  that the Holder shall not be
entitled  to  receive  any  of  the  liquidated  damages  provided  for  in  the
Registration  Rights Agreement.  In addition,  if at any time following the date
hereof,  the Company shall determine to prepare and file with the Securities and
Exchange Commission a registration statement relating to an offering for its own
account or the account of others under the  Securities  Act of any of its equity
securities,  other than on Form S-4 or Form S-8 (each as  promulgated  under the
Securities Act) or their then  equivalents  relating to equity  securities to be
issued solely in connection  with any  acquisition  of any entity or business or
equity securities issuable in connection with the stock option or other employee
benefit  plans,  then,  to  the  extent  permitted  by the  Registration  Rights
Agreement,  the  Company  shall  send to the  Holder a  written  notice  of such
determination  and, if within  fifteen days after the date of such  notice,  the
Holder  shall  so  request  in  writing,  the  Company  shall  include  in  such
registration statement all or any part of the Warrant Shares issuable hereunder,
subject  to  customary   underwriter  cutbacks  applicable  to  all  holders  of
registration  rights,  to the extent such  Warrant  Shares are not  eligible for
resale  pursuant to Rule 144 under the  Securities Act or are not included in an
effective registration statement.

           17. Miscellaneous.

           (a) Governing Law. This Warrant shall constitute a contract under the
laws of New York, without regard to its conflict of law principles or rules.

           (b)  Restrictions.  The Holder  acknowledges  that the Warrant Shares
acquired  upon the  exercise  of this  Warrant,  if not  registered,  will  have
restrictions upon resale imposed by state and federal securities laws.

           (c)  Nonwaiver  and  Expenses.  No course of  dealing or any delay or
failure to exercise any right hereunder on the part of Holder shall operate as a
waiver of such right or otherwise prejudice Holder's rights, powers or remedies,
notwithstanding  all rights hereunder  terminate on the Termination Date. If the
Company  willfully  and  knowingly  fails to comply with any  provision  of this
Warrant,  which results in any material damages to the Holder, the Company shall
pay to  Holder  such  amounts  as shall be  sufficient  to cover  any  costs and
expenses including,  but not limited to, reasonable  attorneys' fees,  including
those of appellate proceedings, incurred by Holder in collecting any amounts due
pursuant hereto or in otherwise enforcing any of its rights,  powers or remedies
hereunder.

           (d) Notices.  All notices,  requests and other  communications to any
party hereunder shall be in writing and either delivered personally,  telecopied
or sent by certified or registered  mail,  postage  prepaid,  at the address set
forth  on  the   signature   page   hereof  in  the  case  of  the   Company  or
______________________  in the case of the Holders or such other  address or fax
number as such  party may  hereafter  specify  for the  purpose by notice to the
other parties hereto. All such notices,  requests and other communications shall
be deemed received on the date delivered  personally,  telecopied or, if mailed,
five business days after the date of mailing if received  prior to 5 p.m. in the
place of  receipt  and  such  day is a  business  day in the  place of  receipt.


                                       55
<PAGE>

Otherwise, any such notice, request or communication shall be deemed not to have
been received until the next succeeding business day in the place of receipt.

           (e) Limitation of Liability.  No provision  hereof, in the absence of
any  affirmative  action by Holder to exercise this Warrant or purchase  Warrant
Shares, and no enumeration  herein of the rights or privileges of Holder,  shall
give rise to any liability of Holder for the purchase  price of any Common Stock
or as a stockholder  of the Company,  whether such  liability is asserted by the
Company or by creditors of the Company.

           (f) Remedies.  Holder,  in addition to being entitled to exercise all
rights  granted by law,  including  recovery  of  damages,  will be  entitled to
specific  performance of its rights under this Warrant.  The Company agrees that
monetary  damages  would not be adequate  compensation  for any loss incurred by
reason of a breach by it of the  provisions of this Warrant and hereby agrees to
waive the defense in any action for  specific  performance  that a remedy at law
would be adequate.

           (g) Successors and Assigns.  Subject to applicable  federal and state
securities  laws, this Warrant and the rights and obligations  evidenced  hereby
shall inure to the benefit of and be binding upon the  successors of the Company
and the  successors  and  permitted  assigns of Holder.  The  provisions of this
Warrant are  intended to be for the benefit of all Holders  from time to time of
this  Warrant and shall be  enforceable  by any such Holder or holder of Warrant
Shares.

           (h)  Amendment.  This  Warrant  may be  modified  or  amended  or the
provisions hereof waived with the written consent of the Company and the Holder.

           (i) Severability.  Wherever possible,  each provision of this Warrant
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law, but if any  provision of this Warrant shall be prohibited by or
invalid under  applicable law, such provision shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provisions or the remaining provisions of this Warrant.

           (j)  Headings.  The  headings  used  in  this  Warrant  are  for  the
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                       56
<PAGE>



                     IN WITNESS WHEREOF,  the Company has caused this Warrant to
be executed by its officer thereunto duly authorized.


Dated: ____________ __, 2004

                                             TREASURE MOUNTAIN HOLDINGS, INC.


                                             By:
                                                  ------------------------------
                                                  Name:
                                                  Title:
                                                  Address:




                                       57
<PAGE>


                               NOTICE OF EXERCISE

To:     Treasure Mountain Holdings, Inc.

           (1) The  undersigned  hereby  elects to  purchase  ___________Warrant
Shares of  Treasure  Mountain  Holdings,  Inc.,  or its  successor  or  assigns,
pursuant to the terms of the attached  Warrant (only if exercised in full),  and
tenders  herewith  payment  of the  exercise  price in full,  together  with all
applicable transfer taxes, if any.

           (2) Payment shall take the form of (check applicable box):

               [ ]  in lawful money of the United States; or

               [ ]  the  cancellation  of such  number of  Warrant  Shares as is
                    necessary  pursuant to Section 3(b) in  accordance  with the
                    formula  set forth in  subsection  3(c),  to  exercise  this
                    Warrant with respect to the maximum number of Warrant Shares
                    purchasable  pursuant to the cashless exercise procedure set
                    forth in subsection 3(c).

           (3) Please issue a  certificate  or  certificates  representing  said
Warrant  Shares  in the  name of the  undersigned  or in such  other  name as is
specified below:


The Warrant Shares shall be delivered to the following:


                                               [PURCHASER]


                                               By:
                                                   -----------------------------
                                                   Name:
                                                   Title:

                                               Dated:
                                                      --------------------------




                                       58
<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

           FOR VALUE RECEIVED,  the foregoing  Warrant and all rights  evidenced
thereby are hereby assigned to

__________________________________________________________________ whose address
is
________________________________________________________________________________

____________ ,

                                              Dated:                ,
                                                     ---------------  -------


                           Holder's Signature:
                                                   -----------------------------

                           Holder's Address:
                                                   -----------------------------


                                                   -----------------------------


Signature Guaranteed:
                      -----------------------------------


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.


                                       59
<PAGE>

                                VOTING AGREEMENT

      VOTING AGREEMENT (this  "Agreement"),  dated as of July ____, 2004, by and
among  Vyteris,  Inc., a Delaware  corporation  ("Vyteris"),  Treasure  Mountain
Holdings,  Inc., a Nevada corporation ("Pubco" or "Treasure Mountain"),  Spencer
Trask Specialty Group, Inc. ("STSG"),  Scimitar  Holdings,  LLC ("Scimitar") and
such other persons who shall agree to be bound by the terms of this Agreement by
executing a joinder agreement as described herein (such other persons,  together
with STSG and Scimitar, the "Voters").

                                   WITNESSETH:

      WHEREAS,  it is  contemplated  that  Vyteris  and Pubco  will enter into a
merger agreement and plan of reorganization (the "Merger Agreement") pursuant to
which (i) a subsidiary of Pubco will merge with and into Vyteris (the  "Merger")
and Vyteris will become a  wholly-owned  subsidiary of Pubco and (ii) all of the
capital  stock of Vyteris will  automatically  convert into the right to receive
the capital stock of Pubco and all options,  warrants and rights to purchase the
capital  stock of Vyteris  will  convert  into  options,  warrants and rights to
purchase the capital stock of Pubco;

      WHEREAS,  Pubco does not have sufficient authorized capital stock to issue
the shares of common  stock and  preferred  stock to be issued  pursuant  to the
Merger  Agreement or to cover the shares of Pubco common  stock  underlying  the
options,  warrants and other rights to purchase its capital  stock which it will
be  required  to issue  pursuant  to the  Merger  Agreement  (the  "Insufficient
Authorized Shares Issue");

      WHEREAS,  Pubco  presently does not have a stock option plan comparable to
Vyteris' stock option plan (the "Option Plan Issue");

      WHEREAS, it is contemplated that after the consummation of the Merger, the
Insufficient  Authorized Shares Issue and the Option Plan Issue will be remedied
either by (i) causing  Pubco to  reincorporate  in  Delaware  by merging  into a
subsidiary  corporation  that will have sufficient  authorized  capital stock to
cover the shares and shares underlying the options, warrants and rights issuable
pursuant  to  the  Merger   Agreement  or  (ii)  amending  its   certificate  of
incorporation  to provide for sufficient  authorized  capital stock to cover the
shares,  options,  warrants and rights issuable pursuant to the Merger Agreement
(any such action described in clauses (i) or (ii) a "Subsequent Action").

      WHEREAS,  Vyteris, Treasure Mountain and certain persons who may invest in
Vyteris subsequent to the date hereof will rely upon the promises made herein in
connection with Vyteris' entering into the Merger Agreement and such investments
and would not effect such actions in the absence of this Agreement;

      WHEREAS,  it is a  condition  of  Vyteris'  obligations  under the  Merger
Agreement that George Norman and Lane Clissold agree to be bound by the terms of
this  Agreement  and it is a  condition  of  Vyteris'  and  Treasure  Mountain's
obligations  under the Merger  Agreement that Vyteris' three senior officers and
all of Vyteris' Board members be bound by the terms of this Agreement; and


                                       60
<PAGE>

      WHEREAS,  the Voters or their affiliates own, or will acquire by virtue of
the Merger,  capital  stock of Vyteris or Pubco or both such entities and desire
to provide the  inducements  contemplated  herein because they will benefit from
the actions currently contemplated by Vyteris.

      NOW, THEREFORE, for good and valuable consideration,  including the mutual
covenants contained in the Merger Agreement, the parties agree as follows:

      1. (a) For a period  commencing as of the date hereof and continuing until
the earlier of (i) one year after the  effective  time of the Merger or (ii) the
date on which one of the Subsequent  Actions is consummated  (the "Term"),  each
Voter agrees that at any special or other meeting  called for such  purpose,  in
any consent submitted to such Voter or otherwise such Voter will vote all of the
shares of the capital  stock of Treasure  Mountain  now  Beneficially  Owned (as
hereinafter  defined) and controlled or hereafter acquired and then Beneficially
Owned  and  controlled  by  such  Voter  (collectively,  as to all  Voters,  the
"Treasure  Mountain  Shares") (i) in favor of any Subsequent  Action approved by
Treasure Mountain's Board of Directors after the Merger is consummated,  (ii) in
favor of any  other  matters  presented  for  consideration  at any  meeting  of
shareholders  of  Treasure  Mountain  solely  to the  extent  to which  they are
consistent with,  and/or advanced for the purpose of accomplishing or furthering
the  objectives  of,  the  Merger  Agreement  and (iii)  against  any  action or
agreement  that would be  inconsistent  with the agreements set forth in clauses
(i) and (ii) of this Section 1(a).

            (b)  The  Voters  agree  to be  present during the  Term  in  person
or represented by proxy,  at all such special or other  shareholder  meetings of
Treasure  Mountain called to address any Subsequent  Action so that the Treasure
Mountain  Shares may be counted in determining  the presence of a quorum at such
meetings.

      2. (a)  During  the Term of this  Agreement,  the  Voters  shall not sell,
dispose  of  (including  by means of gift),  pledge,  assign  the  rights to, or
encumber any of the Treasure Mountain Shares, or enter into any contract, option
or other  arrangement  or  understanding  with respect to the Treasure  Mountain
Shares  or  consent  to the  offer for sale,  sale,  transfer,  tender,  pledge,
encumbrance,  assignment or other  disposition  of any of the Treasure  Mountain
Shares or any interest  therein in any manner which affects the Voters' right to
vote the Treasure  Mountain Shares in the manner provided for herein (any or the
foregoing being referred to as a "Share Transaction"), without the prior written
consent of Vyteris prior to the consummation of the Merger or Treasure  Mountain
after the  consummation of the Merger,  unless the other party to any such Share
Transaction  agrees in writing to be bound by the terms of this  Agreement  with
copies of such agreement promptly sent to Treasure Mountain.

            (b) During the Term of this Agreement, the  Voters  shall  not enter
into any other voting or other agreement or grant any proxy or power of attorney
regarding the Treasure Mountain Shares which is inconsistent with the provisions
of this Agreement.



                                       61
<PAGE>

      3. The commitments given by the Voters herein may be specifically enforced
by Vyteris  prior to the  consummation  of the Merger and by  Treasure  Mountain
after the  consummation  of the Merger  without the necessity of posting a bond,
and shall be  binding  upon and inure to the  benefit  of any and all  permitted
assignees  or  transferees  of the  Treasure  Mountain  Shares  as  well  as the
executors,  administrators,  heirs,  successors,  assigns,  representatives,  in
whatever capacity, by operation of law or otherwise, of the parties hereto.

      4. Any notice or other  communication  to be given  under  this  Agreement
shall be in writing  and  delivered  personally  or by  certified  mail,  return
receipt requested as follows:

      If to  Vyteris  or  Treasure  Mountain:  to such  entity at its  corporate
headquarters,  marked Attn: President, with a copy to Peter H. Ehrenberg,  Esq.,
Lowenstein Sandler PC, 65 Livingston Avenue, Roseland, New Jersey 07068.

      If to a  Voter:  at such  Voter's  last  known  address,  as set  forth in
Vyteris' records.

      5. This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of New York without regard to conflicts of law principles.

      6. This Agreement  constitutes the entire agreement among the parties with
regard to the  subject  matter  described  herein and can be  waived,  modified,
amended or  terminated  only by a writing  signed by all  parties  hereto.  This
Agreement may be executed in  counterparts,  all of which,  when taken together,
shall constitute one and the same instrument. Any person agreeing to be bound to
this  Agreement  subsequent to the date hereof shall  evidence such agreement by
executing a joinder agreement in form and substance  reasonably  satisfactory to
Vyteris.

      7. Each Voter agrees that if any "Affiliate"  (as hereinafter  defined) of
such Voter  Beneficially  Owns and  controls  any  Treasure  Mountain  Shares or
hereafter acquires and then Beneficially Owns and controls any Treasure Mountain
Shares, such Voter shall use its commercially  practicable efforts to cause such
Affiliate to take all actions with respect to such Treasure  Mountain  Shares as
such Voter is required to take with  respect to such Voter's  Treasure  Mountain
Shares pursuant to the terms of this Agreement.

      8. The following terms shall have the following meanings

            (a)  "Affiliate"  of a Voter shall mean each  individual  or  entity
which, directly or indirectly,  controls such Voter, is controlled by such Voter
or is under common control with such Voter.

            (b)  "Beneficially  Owns" or  "Beneficially  Owned" with respect  to
any  securities  means  having  "beneficial  ownership"  of such  securities  as
determined  pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act").   Without  duplicative  counting  of  the  same
securities by the same holder, securities Beneficially Owned by a person include
securities  Beneficially  Owned by all other persons with whom such person would
constitute  a "group"  within the meaning of Section  13(d) of the  Exchange Act
with respect to the securities of the same issuer.


                                       62
<PAGE>

      9. Each Voter hereby agrees to permit Vyteris and Treasure Mountain,  upon
advance written notice to such Voter if reasonably  practicable,  to publish and
disclose the nature of such Voter's commitments, arrangements and understandings
under this  Agreement  to the extent  required  pursuant  to  applicable  law or
regulation.

      10. (a) Each Voter hereby irrevocably,  during the Term of this Agreement,
grants to, and  appoints,  Vincent De Caprio and Michael  McGuinness,  or any of
them in their respective capacities as officers of Vyteris (or, after the Merger
is consummated,  Treasure Mountain),  as the case may be, and any individual who
shall hereafter succeed to any such office of Treasure Mountain and each of them
individually,   such   Voter's  (and  such   Voter's   Affiliates')   proxy  and
attorney-in-fact  (with full power of substitution),  for and in the name, place
and  stead of such  Voter,  to vote or cause to be voted the  Treasure  Mountain
Shares  at any  meeting  of the  stockholders  of  Treasure  Mountain  or at any
adjournment or  postponement  thereof solely in the manner  described in Section
1(a) above and expressly limited to the purposes stated therein.

            (b) Each Voter represents  that  any  proxies  heretofore  given  in
respect  of the  Treasure  Mountain  Shares are not  irrevocable,  and that such
proxies either have been or are hereby revoked.

            (c) Each Voter hereby affirms that  the irrevocable  proxy set forth
in this  Section  10 is given in  connection  with the  execution  of the Merger
Agreement, and that such irrevocable proxy is given to secure the performance of
the duties of such Voter under this Agreement. Each Voter hereby further affirms
that the  irrevocable  proxy is coupled with an interest and may not be revoked,
except by amendment,  modification or termination  consented to by Vyteris prior
to the consummation of the Merger or Treasure Mountain after consummation of the
Merger.  Each Voter hereby ratifies and confirms all that such irrevocable proxy
may lawfully do or cause to be done by virtue hereof.  Such irrevocable proxy is
executed and intended to be irrevocable  during the Term in accordance  with the
provisions  of  Section  212(e)  of  the  Delaware  General  Corporation  Law or
otherwise  [need to also  reference  Nevada law here].  The power and  authority
hereby  conferred  shall not be terminated by any act of such Voter  (subject to
the terms hereof) or by operation of law, by the  dissolution  of such Voter (if
such  Voter is other than a natural  person),  by lack of  appropriate  power or
authority,  or by the  occurrence  of any other event or events  (subject to the
terms  hereof)  and shall be binding  upon all his  representatives,  executors,
successors  and/or  assigns.  If after the  execution of this  Agreement a Voter
shall  dissolve  (if such Voter is other than a natural  person),  cease to have
appropriate power or authority, or if any other such event or events shall occur
(subject  to the terms  hereof),  the  proxies  named  herein  are  nevertheless
authorized and directed to vote the Treasure  Mountain Shares in accordance with
the terms of this  Agreement  as if such  dissolution,  if  applicable,  lack of
appropriate  power or  authority  or other event or events had not  occurred and
regardless of notice thereof.


                                       63
<PAGE>

      11. If requested by Vyteris or Treasure Mountain, each Voter will promptly
after  the  date  hereof   surrender  to  Treasure   Mountain  all  certificates
representing the Treasure Mountain Shares,  and Treasure Mountain will place the
following  legend on such  certificates in addition to any other legend required
thereon:

      "THE   SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE   ARE  SUBJECT  TO
      RESTRICTIONS  ON  TRANSFER,  VOTING AND OTHER  RESTRICTIONS  PURSUANT TO A
      VOTING  AGREEMENT  ENTERED  INTO  BY  VYTERIS,   INC.,  TREASURE  MOUNTAIN
      HOLDINGS,  INC.  AND THE  STOCKHOLDERS  PARTY  THERETO.  THE COMPANY  WILL
      FURNISH A COPY OF SUCH VOTING  AGREEMENT TO THE HOLDER OF THIS CERTIFICATE
      UPON WRITTEN REQUEST AND WITHOUT CHARGE."

      Upon any the inclusion of the foregoing legend,  such  certificates  shall
promptly be returned  to the  applicable  Voter.  Following  the Term,  upon the
request of any Voter, any such legend shall be promptly removed at the sole cost
of Treasure Mountain.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
duly executed the day and year first above written.


                                                VYTERIS, INC.



                                                By: ____________________________
                                                     Name:
                                                     Title:



                                                TREASURE MOUNTAIN HOLDINGS, INC.



                                                By: ____________________________
                                                     Name:
                                                     Title:


<PAGE>


                                             SPENCER TRASK SPECIALTY GROUP, INC.



                                             By: _______________________________
                                                 Name:
                                                 Title:

                                             SCIMITAR HOLDINGS LLC



                                             By: _______________________________
                                                 Name:
                                                 Title:

                                       64
<PAGE>


                                   SCHEDULE A

     SECURITIES AUTHORIZED FOR ISSUANCE AS OF THE DATE OF THE EXECUTION OF
                THE AGREEMENT TO WHICH THIS SCHEDULE IS ATTACHED

Common Stock                                                    75,000,000*
Series A Convertible Preferred Stock                               333,333
Series C Convertible Preferred Stock                             7,500,000
Preferred Stock                                                 42,166,667**

*  Vyteris'  Board of  Directors  has  approved  an  increase  in the  number of
authorized shares of Common Stock to 100,000,000  shares.  Vyteris'  controlling
stockholder  has indicated  that it will consent to such  increase.  ** Excludes
shares  designated  as  Series  A  Convertible  Preferred  Stock  and  Series  C
Convertible Preferred Stock.

            SECURITIES OUTSTANDING AS OF THE DATE OF THE EXECUTION OF
                THE AGREEMENT TO WHICH THIS SCHEDULE IS ATTACHED


Common Stock                                                       24,849,980
Series A Convertible Preferred Stock                                  333,333
Series C Convertible Preferred Stock                                7,500,000

OUTSTANDING  RIGHTS  OPTIONS OR  WARRANTS  TO  PURCHASE  ANY EQUITY  INTEREST IN
VYTERIS AND  OUTSTANDING  SECURITIES  CONVERTIBLE  INTO OR  EXERCISABLE  FOR ANY
EQUITY INTEREST IN VYTERIS,  AS OF THE DATE OF THE EXECUTION OF THE AGREEMENT TO
WHICH THIS SCHEDULE IS ATTACHED

1. In general, under Vincent De Caprio's amended and restated employment, Dr. De
Caprio  has the  right to  receive  options  from time to time to  maintain  his
ownership of 4% of Vyteris'  capital  stock,  on a  fully-diluted,  as-converted
basis,  after each  financing  transaction  effected by Vyteris in which Vyteris
receives  cash  proceeds in exchange  for the  issuance of its Common Stock or a
security  convertible  into,  exchangeable  for or exercisable for shares of its
Common Stock (until  Vyteris has raised at least  $27,000,000  in such financing
transactions).  Reference is made to that  employment  agreement for  additional
detail regarding that arrangement.

2. Excluding options covered by Dr. De Caprio's employment agreement,  there are
options outstanding to purchase 1,375,268 shares of Vyteris' Common Stock.


                                       65
<PAGE>

3. Vyteris has outstanding  $8,497,500  aggregate principal amount of 8% Secured
Convertible Notes due December 31, 2004 (the "Bridge Notes").  If any time prior
to the maturity date of the Bridge Notes,  Vyteris  consummates a private equity
financing or series of related  financings  pursuant to which  Vyteris  receives
gross proceeds of at least $8 million (the  "Financing"),  the Bridge Notes will
automatically  convert (at the  direction  of each holder of Bridge  Notes) into
either:  (i) shares of Vyteris  Common Stock at a conversion  price equal to the
lower of (a) $1.00 and (b) the price per share of any equity security sold prior
to conversion or (ii) shares of the same class or series of the Vyteris  capital
stock sold in the  Financing at a conversion  price equal to eighty five percent
(85%) of the per share price of the Vyteris capital stock sold in the Financing.
Notwithstanding the foregoing, in the event that units of securities are sold in
the  Financing  and a holder of Bridge  Notes  elects to convert its Bridge Note
into the  units  sold in the  Financing,  the  Bridge  Note  will  convert  into
securities  comparable to the  securities  included in the units at a conversion
price equal to eighty  five  percent  (85%) of the price per unit of  securities
sold in the Financing.

4. In connection  with the issuance of the Bridge Notes,  Vyteris  issued (a) to
the  purchasers  of the Bridge  Notes  warrants to purchase a total of 4,248,750
shares of Vyteris' Common Stock and (b) to the placement agent for such issuance
warrants to purchase a total of 2,549,250 shares of Vyteris Common Stock.  These
warrants  are more fully  described in the "Private  Placement  Memorandum"  (as
defined in the agreement to which this schedule is annexed).

5. Vyteris has granted to Becton Dickinson warrants to purchase 50,000 shares of
its Common  Stock.  These  warrants  are more  fully  described  in the  Private
Placement Memorandum.

6. In connection with the License,  Development and Distribution  Agreement that
Vyteris entered into with B. Braun Medical, Inc., B. Braun Medical, Inc. has the
conditional  right to purchase  92,593  shares of Vyteris  Common  Stock.  These
rights are more fully described in the Private Placement Memorandum.

7.  Vyteris  may  issue  subsequent  to the  date  hereof  options  to  purchase
additional  shares of its Common  Stock  pursuant to its 2001 Stock Option Plan.
Vyteris may issue additional shares of its Common Stock and warrants to purchase
its Common Stock in connection  with the Financing,  as described in the Private
Placement Memorandum.

8. Each share of Vyteris Series A Convertible  Preferred Stock is  automatically
convertible  into  one-fourth of a share of Vyteris  Common Stock  (adjusted for
stock splits, combinations,  stock dividends,  recapitalizations,  and the like)
upon the occurrence of (i) the closing of a firm commitment underwritten initial
public offering which results in a per share price of at least $12 and aggregate
gross  proceeds  to  Vyteris  of not less than  $10,000,000  or (ii)  subject to
certain  exceptions,  an  Extraordinary  Transaction  (as defined in the Vyteris
Certificate  of  Incorporation).  Further,  the holders of Series A  Convertible
Preferred  Stock may elect to  convert  their  shares  on a  four-for-one  basis
(adjusted for stock splits,  combinations,  stock dividends,  recapitalizations,
and the like) into shares of Vyteris Common Stock.


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9. Each share of Vyteris Series C Convertible  Preferred Stock is convertible at
any time,  upon option of the holder,  into Vyteris  Common Stock at a price per
share as follows:  (i) if converted within 18 months from March 31, 2004, $4.00;
(ii) if converted within the next 18 months,  $3.00; or if converted at any time
thereafter, $1.50.