EXHIBIT 10.89

         THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED WITHOUT
         REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
         UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD,
         TRANSFERRED OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE
         REGISTRATION STATEMENT UNDER APPLICABLE FEDERAL AND STATE
         SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
         SATISFACTORY TO THE COMPANY THAT THE TRANSFER IS EXEMPT FROM
         REGISTRATION UNDER APPLICABLE FEDERAL AND STATE SECURITIES
         LAWS.


                    VYTERIS HOLDINGS (NEVADA), INC.
                    10% CONVERTIBLE PROMISSORY NOTE
                    -------------------------------

$500,000                                                   Fair Lawn, New Jersey
                                                                   April 4, 2006


         FOR VALUE RECEIVED, the undersigned, Vyteris Holdings
(Nevada), Inc., a Nevada corporation (the "Issuer"), hereby
unconditionally promises to pay, in accordance with the Note Purchase
Agreement (the "Note Purchase Agreement"), dated as of the date
hereof, by and between the Issuer and Spencer Trask Specialty Group,
LLC, a Delaware limited liability company (the "Purchaser"), on the
Maturity Date (as defined in the Note Purchase Agreement) to the order
of the Purchaser, at the office of the Purchaser located at 535
Madison Avenue, New York, NY or such other address designated by the
Purchaser, in lawful money of the United States of America and in
immediately available funds, the principal amount of Five Hundred
Thousand ($500,000) Dollars. The Issuer further agrees to pay interest
on the unpaid principal amount outstanding hereunder from time to time
from the date hereof in like money at the rates and as and on the
dates specified in Section 3.3 of the Note Purchase Agreement.

         This Note is the promissory note referred to in the Note
Purchase Agreement, and is entitled to the benefits thereof, and is
subject to voluntary and mandatory conversions as set forth therein.
This Note, and all representations, warranties, covenants and
agreements contained herein and in the Note Purchase Agreement, shall
be binding upon Issuer and its successors and permitted assigns and
shall inure to the benefit of the Purchaser and its successors and
assigns. Issuer may not assign or delegate any of its duties or
obligations under this Note without the written consent of the
Purchaser, which shall not be unreasonably withheld.

         Upon the occurrence of any one or more of the Events of
Default specified in the Note Purchase Agreement, all amounts then
remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable, all as provided in the Note Purchase
Agreement.

         All parties now and hereafter liable with respect to this
Note, whether maker, principal, surety, guarantor, endorser or
otherwise, hereby waive presentment, demand, protest and all other
notices of any kind.


<PAGE>

         Subject to Sections 3.3 and 10.5 of the Note Purchase
Agreement, the Issuer agrees to pay all of the Purchaser's expenses,
including reasonable attorneys' costs and fees, incurred in collecting
sums due under this Note.

         This Note shall be governed by, and construed and interpreted
in accordance with, the laws of the State of New York.

                                    VYTERIS HOLDINGS (NEVADA), INC.


                                    By:/s/Timothy J. McIntyre
                                       ----------------------
                                     Name:  Timothy J. McIntyre
                                     Title:  President & Chief Executive Officer


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