FORM
OF

     

    0%
SENIOR SUBORDINATED CONVERTIBLE PROMISSORY NOTE

     

    THIS
PROMISSORY NOTE AND THE SECURITIES OBTAINABLE UPON CONVERSION HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE
SECURITIES LAWS OF ANY STATE.  THE SECURITIES MAY NOT BE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 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.

     

    
      0% SENIOR
SUBORDINATED CONVERTIBLE PROMISSORY NOTE

    

     

    
      	
              No.
      SPN-[   ]

            	
              ______
      __, 2009

            
	
              U.S.
      $ _____________

            	 
      


    

    


    FOR VALUE
RECEIVED, the undersigned, Vyteris, Inc., a Nevada corporation (the “Company”),
hereby unconditionally promises to pay, in accordance with the Subscription
Agreement (the “Subscription Agreement”), dated as of the date hereof, by and
between the Company and ____________________ (the “Purchaser”), on the Maturity
Date (as defined in Section 1 hereof) to
the order of the Purchaser, in lawful money of the United States of America and
in immediately available funds, the principal amount of _____________________
($________) Dollars (the “Principal Amount”).  No interest shall
accrue or shall be payable under this Note.

     

    This Note
is the promissory note referred to in the Subscription Agreement and the
Security Agreement (as hereinafter defined), and is entitled to the benefits
thereof, is secured as provided in the Security Agreement and is subject to
conversion as set forth herein.  This Note, and all representations,
warranties, covenants and agreements contained herein, and in the Subscription
Agreement and the Security Agreement, shall be binding upon the Company and its
successors and permitted assigns and shall inure to the benefit of the Purchaser
and its successors and assigns.  The Company may not assign or
delegate any of its duties or obligations under this Note without the written
consent of the Purchaser.

     

    This Note
is one of a series of 0% senior subordinated convertible promissory notes of
like tenor and ranking made by the Company in favor of certain investors and
issued, from time to time (collectively, the “Notes”), all upon terms set forth
in that certain Confidential Private Placement Memorandum, dated November 4,
2009, as same may be amended or supplemented from time to time (collectively
referred to herein as the “Memorandum”).  Each of the Notes shall rank
equally without preference or priority of any kind over one another, and all
payments on account of principal and interest with respect to any of the Notes
shall be applied ratably and proportionately on the outstanding Notes on the
basis of the principal amount of the outstanding indebtedness represented
thereby.

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

       

    

    By its
execution of the Subscription Agreement in the form attached to the Memorandum
as Annex D, the
Purchaser has authorized Collateral Agents, LLC, a New York limited liability
company, to act as collateral agent (the “Collateral Agent”) on behalf of the
Purchaser and other purchasers of the Notes, and in such capacity to enter into
the Security Agreement in the form attached to the Memorandum as Annex C, as the same
may be amended, modified, restated or supplemented from time to time (the
“Security Agreement”), and to exercise for the benefit of the Purchaser all
rights, powers and remedies provided to it, under or pursuant to the Security
Agreement including, without limitation, those available upon an Event of
Default (as defined in Section 8 hereof),
subject always to the terms, conditions, limitations and restrictions provided
in the Security Agreement.

    


    1.         
Maturity.  Unless
otherwise converted into common stock of the Company, par value $.015 per share
(“Common Stock”), in accordance with the Section 5 hereof,
this Note shall mature on __________, 20121,
unless such date shall be otherwise extended in writing by the Purchaser (such
date, the “Maturity Date”).  On the Maturity Date, unless, and to the
extent, converted into shares of Common Stock in accordance with the provisions
hereof, any and all outstanding principal due and owing under the Note shall be
immediately paid by the Company.

     

    2.         
Senior. Except with
respect to indebtedness of up to $3.3 million owed to Ferring Pharmaceuticals,
Inc. and its related lien on the assets of the Company pursuant to that certain
security agreement between the Company and Ferring Pharmaceuticals, Inc., dated
March __, 2009 (the “Ferring Debt”), the indebtedness evidenced by this Note and
the payment of the Principal Amount shall be Senior (as hereinafter defined) to,
and have priority in right of payment over, all indebtedness for borrowed money
(except for other Notes) of the Company. “Senior” shall be deemed to mean that,
in the event of any default in the payment of the obligations represented by
this Note or of any liquidation, insolvency, bankruptcy, reorganization, or
similar proceedings relating to the Company, all sums payable on this Note,
shall first be paid in full, before any payment is made upon any other
indebtedness, now outstanding or hereinafter incurred (except for the Ferring
Debt), and, in any such event, any payment or distribution of any character
which shall be made in respect of any other indebtedness of the Company, shall
be paid over to the holder of this Note for application to the payment hereof,
unless and until the obligations under this Note (which shall mean the Principal
Amount and other obligations arising out of, premium, if any, and any costs and
expenses payable under, this Note) shall have been paid and satisfied in
full.

     

    3.   Affirmative
Covenants.  The Company covenants and agrees that, while any
amounts under this Note are outstanding, it shall:

     

    _________________________

    1 
Such date shall be inserted at
closing and shall be three years from the initial closing
date.

    
       

    

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

       

    

     (a)   Do all
things necessary to preserve and keep in full force and effect its corporate
existence, including, without limitation, all licenses or similar qualifications
required by it to engage in its business in all jurisdictions in which it is at
the time so engaged; and continue to engage in business of the same general type
as conducted as of the date hereof; and continue to conduct its business
substantially as now conducted or as otherwise permitted hereunder;

     

     (b)   Pay and
discharge promptly when due all taxes, assessments and governmental charges or
levies imposed upon it or upon its income or profits or in respect of its
property before the same shall become delinquent or in default, which, if
unpaid, might reasonably be expected to give rise to liens or charges upon such
properties or any part thereof, unless, in each case, the validity or amount
thereof is being contested in good faith by appropriate proceedings and the
Company has maintained adequate reserves with respect thereto in accordance with
GAAP;

     

     (c)           Comply in
all material respects with all federal, state and local laws and regulations,
orders, judgments, decrees, injunctions, rules, regulations, permits, licenses,
authorizations and requirements applicable to it (collectively, “Requirements”)
of all governmental bodies, departments, commissions, boards, companies or
associations insuring the premises, courts, authorities, officials or officers
which are applicable to the Company or any of its properties, except where the
failure to so comply would not have a Material Adverse Effect (as defined in
this Section
3);

     

      (d)          Keep
proper records and books of account with respect to its business activities, in
which proper entries, reflecting all of their financial transactions, are made
in accordance with GAAP;

     

      (e)          Keep all
of its properties adequately insured at all times with responsible insurance
carriers against loss or damage by fire and other hazards, and maintain adequate
insurance at all times with responsible insurance carriers against liability on
account of damage or injury to persons and property; and

     

      (f)           Reserve
and keep available out of its authorized and unissued Common
Stock (as defined below) solely for the purpose of issuance
upon conversion of this Note as herein provided, free from preemptive rights or
any other actual contingent purchase rights of persons other than the Holder, such number of shares of Common Stock as
shall be issuable (taking into account the adjustments and restrictions of Section 6
hereof) upon the conversion of the aggregate principal amount of this Note.

     

    For
purposes hereof, “Material Adverse Effect” shall an event, matter, condition or
circumstance which has or would reasonably be expected to have a material
adverse effect on the business, operations, economic performance, assets,
financial condition, material agreements or results of operations of the Company
and its wholly owned subsidiary, Vyteris, Inc., a Delaware corporation,
considered as a whole.

    


    4.           
Negative
Covenants.  The Company covenants and agrees that while any
amount of this Note is outstanding it will not directly or
indirectly:

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

       

    

    (a)          
Incur,
guarantee, assume or otherwise become responsible for (directly or indirectly)
any indebtedness for borrowed money (except for other Notes) that is senior or
pari passu to the Notes, without the prior written consent of the holders of
more than fifty percent (50%) of the outstanding principal of the Notes (the
“Requisite Consent”);

     

    (b)         
Create,
incur, assume or permit to exist any lien on any property or assets now owned or
hereafter acquired by it or on any income or revenues or rights in respect of
any thereof

     

    (c)          
Declare
or pay, directly and indirectly, any dividends or make any distributions,
whether in cash, property, securities or a combination thereof, with respect to
(whether by reduction of capital or otherwise) any shares of its capital stock
(including without limitation any preferred stock) or directly or indirectly
redeem, purchase, retire or otherwise acquire for value any shares of any class
of its capital stock or any option, warrant or other right to purchase or
acquire any such shares (in each case other than repurchases from terminated
employees of the Company) or set aside any amount for any such purpose;
or

     

    (d)          
Sell,
transfer, discount or otherwise dispose of any claim or debt owing to it,
including, without limitation, any notes, accounts receivable or other rights to
receive payment, except for reasonable consideration and in the ordinary course
of business.

     

    5.           
Conversion.

     

    (a)           Conversion Price and
Optional Conversion.  The Holder shall have the right, at its
option, to convert all or a portion of the Principal Amount of this Note into
shares of the Company’s Common Stock at a conversion price equal to $___ per
share1,
subject to adjustment as set forth in Section 6) (the
“Conversion
Price”).  The Holder shall exercise its right to convert this
Note by delivering to the Company a written notice setting forth its election to
convert (a “Written
Election to Convert”) in the form attached hereto as Exhibit A and
surrendering this Note.  Upon receipt of the Written Election to
Convert and the surrender of this Note, the Company shall issue and cause to be
delivered with all reasonable dispatch to or upon the written order of the
Holder, and in such name or names as the Holder may designate, a certificate or
certificates for the full number of shares of Common Stock so purchased upon
conversion of this Note.  Such certificate or certificates shall be
deemed to have been issued and any person so designated to be named therein
shall be deemed to have become a holder of record of such securities as of the
date of delivery of the Election to Convert, notwithstanding that the
certificate or certificates representing such securities shall not actually have
been delivered or that the stock transfer books of the Company shall then be
closed.  In the event that the Principal Amount of this Note exceeds
the amount being converted, the Company shall, upon such conversion execute and
deliver to the Holder a new Note for the Principal Amount of this Note
surrendered which is not being converted.

    __________________________

    
       

      1 
Such conversion price shall be inserted at closing and shall be
the lower of (i) $0.20 or (ii) average VWAP during the 10 trading days prior to
the applicable closing date.

    

     

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

       

    

    (b)           Automatic
Conversion.  If any time prior to the Maturity Date, the
closing bid price of the Company Company’s Common Stock reaches or exceeds 300%
of the then applicable Conversion Price for twenty consecutive trading days, the
entire Principal Amount owing on this Note shall, without any action taken on
the part of the Purchaser, automatically convert into shares of the Company’s
Common Stock at a price equal to the then effective Conversion Price (the date
such contingency event is met hereinafter the “Effective Automatic Conversion
Date”).  The Company will promptly send written notice to the Holder
of this automatic conversion event and shall promptly (but in no event later
than ten trading days after the Effective Automatic Conversion Date) issue or
cause to be issued and cause to be delivered to the Purchaser, a certificate for
the Common Stock.  The Purchaser shall be deemed to have become holder
of record of such Common Stock as of the Effective Automatic Conversion
Date.

     

    (c)           Fractional
Shares.  No fractional shares of the Common Stock shall be
issued upon conversion of the Note.  In lieu of any fractional shares
to which the Purchaser would otherwise be entitled, the Company shall round up
as nearly as practicable to the nearest whole the number of shares of Common
Stock to be issued.

     

    6.            Adjustments.

     

                   (a)          Stock Dividends and
Splits. If the Company, at any time while this Note is outstanding: (A)
pays a stock dividend or otherwise make a distribution or distributions on
shares of its Common Stock or any other equity or equity equivalent securities
payable in shares of Common Stock, (B) subdivides outstanding shares of Common
Stock into a larger number of shares, (C) combines (including by way of reverse
stock split) outstanding shares of Common Stock into a smaller number of shares,
or (D) issues by reclassification of shares of the Common Stock any shares of
capital stock of the Company, then in each case the Conversion Price shall be
multiplied by a fraction of which the numerator shall be the number of shares of
Common Stock (excluding treasury shares, if any) outstanding immediately before
such event and of which the denominator shall be the number of shares of Common
Stock outstanding immediately after such event and the number of shares issuable
upon conversion of this Note shall be proportionately adjusted.  Any
adjustment made pursuant to this Section 6(a) shall
become effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision,
combination or re-classification.

     

    (b)           Additional Issuances of
Equity Securities.  If the Company, at any time while this Note
is outstanding, shall issue or sell any Equity Securities (as defined below) at
an effective price per share less than the then effective Conversion Price (such
lower price, the “Base
Share Price” and such issuances collectively, a “Dilutive
Issuance”), as adjusted hereunder (if the holder of the Equity Securities
so issued shall at any time, whether by operation of purchase price adjustments,
reset provisions, conversion, floating conversion, exercise or exchange prices
or otherwise, or due to warrants, options or rights per share which is issued in
connection with such issuance, be entitled to receive shares of Common Stock at
an effective price per share which is less than the  then effective
Conversion Price, such issuance shall be deemed to have occurred for less than
the then effective Conversion Price on such date of the Dilutive Issuance),
then, the Conversion Price shall be reduced and only reduced to equal the Base
Share Price.  Notwithstanding the foregoing, no adjustments shall be
made, paid or issued under this Section 6(b) in
respect of Exempt Issuances (as defined below).  The Company shall
notify the Holder in writing as promptly as reasonably possible following the
issuance of any Equity Securities subject to this section, indicating therein
the applicable issuance price, or of applicable reset price, exchange price,
conversion price and other pricing terms (such notice the “Dilutive
Issuance Notice”).  For purposes of clarification, whether or
not the Company provides a Dilutive Issuance Notice pursuant to this Section 6(b), upon
the occurrence of any Dilutive Issuance while this Note is outstanding, after
the date of such Dilutive Issuance the Holder is entitled to the Base Share
Price regardless of whether the Holder accurately refers to the Base Share Price
in the Written Election to Convert.

     

    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

       

    

    For purposes of this Section 6(b), the
following definitions shall apply:

     

    “Common
Stock Equivalents” means any securities of the Company or its
subsidiaries which would entitle the holder thereof to acquire at any time
Common Stock, including, without limitation, any debt, preferred stock, rights,
options, warrants or other instrument that is at any time convertible into or
exercisable or exchangeable for, or otherwise entitles the holder thereof to
receive, Common Stock.

     

    “Equity
Securities” means (i) Common Stock and (ii) Common Stock
Equivalents, including, but not limited to, Notes issued subsequent to the date
of this Note.

    


    “Exempt
Issuance” means (i) any Equity Securities issued or issuable pursuant to
options, warrants or other rights issued or issuable to employees, officers or
directors of, or consultants or advisors to the Company or any subsidiary,
pursuant to equity incentive plans or other employee benefit arrangements; (ii)
any Equity Securities issued or issuable pursuant to any rights or agreements,
options, warrants or convertible securities outstanding as of the issuance date
of this Note; (iii) any Equity Securities issued or issuable for consideration
other than cash pursuant to a merger, consolidation, strategic alliance,
acquisition or similar business combination; (iv) any Equity Securities issued
or issuable in connection with any stock split, stock dividend, distribution or
recapitalization by the Company; (v) any Equity Securities issued or issuable
pursuant to any equipment loan or leasing arrangement, real property leasing
arrangement, or debt financing from a bank or similar financial or lending
institution; (vi) any Equity Securities issued or issuable to the Placement
Agent or its affiliates in connection with the offering of Notes pursuant to the
Memorandum; and (v) any Equity Securities issued to the Holder pursuant to the
Subscription Agreement, dated as of the date hereof, between the Company and the
Holder.  For clarification purposes, Notes that are issued pursuant to
the Memorandum at closings subsequent to the closing in which this Note has been
issued shall not be deemed to be
an Exempt Issuance hereunder.

    


    (c)           Mergers, Consolidations,
Etc. In the event of any consolidation or merger of Company with or into
another corporation or the conveyance of all or substantially all of the assets
of Company to another corporation or entity, this Note shall thereafter be
convertible into the number of shares of capital stock or other securities or
property to which a holder of the number of Common Stock deliverable upon
conversion hereof would have been entitled upon such consolidation, merger or
conveyance; and, in any such case, appropriate adjustment shall be made in the
application of the provisions herein set forth with respect to the rights and
interest of Holder thereafter, to the end that the provisions set forth herein
(including provisions with respect to adjustments in the Conversion Price) shall
thereafter be applicable, as nearly as may be practicable, in relation to any
shares of stock or other property thereafter deliverable upon the conversion
hereof.

     

    
      
        
        

      

      
        B-6

        
          

        

      

      
        
        

      

       

    

    (d)           Three Month Automatic
Adjustment.  The Conversion Price shall automatically be
reduced by 1.5% of the initial Conversion Price as set forth in Section 5(a) hereto
at the end of each ninety (90) day period following the issuance date hereof and
through the earlier of the Maturity Date or the date that all principal
hereunder shall have been converted to Common Stock.   The
foregoing adjustment shall take place irrespective of any other adjustments that
may have occurred hereunder.

    


     (e)           Calculations. All
calculations under this Section 6 shall be
made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 6, the number
of shares of Common Stock deemed to be issued and outstanding as of a given date
shall be the sum of the number of shares of Common Stock (excluding treasury
shares, if any) issued and outstanding.

    


    (f)           Voluntary Adjustment By
Company. The provisions of this Section 6 shall similarly
apply to successive, stock dividends, stock spits or combinations,
reclassifications, exchanges, substitutions, Dilutive Issuances or other
events.

    


    7.           Security
Interest.  This Note shall be secured by the assets of the
Company as set forth in the Security Agreement.

    


    8.           Events of
Default.  Subject to the terms of the Security Agreement, the
entire unpaid Principal Amount under this Note shall, at the option of the
Collateral Agent, acting on behalf of the Purchaser and the other purchasers of
the Notes, exercised by written notice to the Company, forthwith become and be
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived, if any one or more of the
following events (herein called “Events of Default”) shall have occurred (for
any reason whatsoever and whether such happening shall be voluntary or
involuntary or come about or be effected by operation of law or pursuant to or
in compliance with any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body) and be continuing at
the time of such notice, that is to say:

    


    (a)           a
material breach by the Company of the Security Agreement;

     

    (b)           the
Company shall default in the performance of, or violate any of the covenants and
agreements contained in this Note or the Security Agreement, including without
limitation, the failure to pay amounts due under this Note on its Maturity Date,
or any of the other Notes on their Maturity Date;

     

    (c)           there
shall be a dissolution, termination of existence, suspension or discontinuance
of the Company’s business for a continuous period of 20 days or it ceases to
operate as going concern;

     

    
      
        
        

      

      
        B-7

        
          

        

      

      
        
        

      

       

    

    (d)           if
the Company shall:

     

    (i)           admit
in writing its inability to pay its debts generally as they become
due;

    (ii)          file
a petition in bankruptcy or a petition to take advantage of any insolvency
act;

    (iii)         convey
any material portion of the assets of the Company to a trustee, mortgage or
liquidating agent or make an assignment for the benefit of
creditors;

    


    (iv)         consent
to the appointment of a receiver, trustee, custodian or similar official, for
the Company or any material portion of the property or assets of the Company;
or

    


    (v)          on
a petition in bankruptcy filed against it, be adjudicated a bankrupt;
or

    


    (vi)         file
a petition or answer seeking reorganization or arrangement under the federal
bankruptcy laws or any other applicable law or statute of the United States of
America or any State, district or territory thereof;

    


    (e)           if
a court of competent jurisdiction shall enter an order, judgment, or decree
appointing, without the consent of the Company, a receiver of the whole or any
substantial part of the Company’s assets, and such order, judgment or decree
shall not be vacated or set aside or stayed within 60 days from the date of
entry thereof;

     

    (f)           if,
under the provisions of any other law for the relief or aid of debtors, any
court of competent jurisdiction shall assume custody or control of the whole or
any substantial part of the Company’s assets and such custody or control shall
not be terminated or stayed within 60 days from the date of assumption of such
custody or control;

     

    (g)          the
Company shall default in any of its obligations under any other promissory note,
indenture or any mortgage, credit agreement or other facility, indenture
agreement, factoring agreement or other instrument under which there may be
issued, or by which there may be secured or evidenced any indebtedness for
borrowed money or money due under any long term leasing or factoring arrangement
of the Company in an amount exceeding $100,000, whether such indebtedness now
exists or shall hereafter be created and such default shall result in such
indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise become due and payable; or

     

    (h)          any
representation or warranty made by the Company in the Security Agreement was,
when made, untrue or misleading, the result of which is reasonably likely to
have a Material Adverse Effect.

     

    
      
        
        

      

      
        B-8

        
          

        

      

      
        
        

      

       

    

    9.           Guarantor.  Vyteris,
Inc., a Delaware corporation (the “Guarantor”), hereby
irrevocably, absolutely and unconditionally guarantees to the Purchaser the
prompt, complete and full performance, when due, and no matter how the same
shall become due, of all obligations and undertakings of the Company to
Purchaser under, by reason of, or pursuant to this Note and the Security
Agreement (the “Obligations”), including any amendments, extensions, renewals
and increases hereof or hereto, and all reasonable costs and expenses of the
Purchaser  incurred in the enforcement or collection of the foregoing,
including reasonable attorneys' fees and disbursements, court costs, collection
agency costs, and other ordinary out of pocket expenses incurred in enforcing
Purchaser’s rights hereunder or thereunder.  If the Company fails for
any reason whatsoever punctually to perform the Obligations, the Guarantor shall
cause each and every such Obligation to be satisfied and performed as if the
Guarantor instead of the Company were the primary obligor of the Company’s
obligations under this Note.  Guarantor hereby agrees that his
obligations under this Guarantee shall be unconditional and irrevocable and that
Guarantor shall be fully liable in respect of the Obligations and whether or not
any action has been taken to enforce the same or any judgment obtained against
the Company, whether or not any time or indulgence has been granted to the
Company by or on behalf of the Purchaser.  The Guarantor represents
and warrants to Purchaser that this guarantee is a valid and binding obligation
of the Guarantor and is enforceable against it in accordance with its
terms.

    


    10.           Remedies.  Subject
to the terms of the Security Agreement and the Requisite Consent, in case any
one or more of the Events of Default specified in Section 8 hereof
shall have occurred and be continuing, the Collateral Agent, on behalf of the
Purchaser and the other purchasers of the Notes, may proceed to protect and
enforce the Purchaser’s rights either by suit in equity and/or by action at law,
whether for the specific performance of any covenant or agreement contained in
this Note or in aid of the exercise of any power granted in this Note, or the
Collateral Agent may proceed to enforce the payment of all sums due upon this
Note or to enforce any other legal or equitable right of the
Purchaser.

     

    11.           Amendments and
Waivers.  The terms of this Note may be amended and the
observance of any term of this Note may be waived (either generally or in a
particular instance and either retroactively or prospectively) with the written
consent of the Company and the Requisite Consent, except with respect to the
Maturity Date and the Conversion Price, which can only be amended with the
Purchaser’s consent.

     

    12.         
Notices.  Any
notice, request or other document required or permitted to be given or delivered
to the Purchaser by the Company shall be delivered in accordance with the notice
provisions of the Subscription Agreement.

     

    With a copy to the Collateral
Agent:

     

    Collateral
Agents, LLC,

    111 West
57th Street, Suite 1416

    New York,
NY 10019

    Fax:
(212) 245-9102

    


    (ii)           Any
party may give any notice, request, consent or other communication under this
Note using any other means (including personal delivery, messenger service,
telecopy, first class mail or electronic mail), but no such notice, request,
consent or other communication shall be deemed to have been duly given unless
and until it is actually received by the party for whom it is
intended.  Any party may change the address to which notices,
requests, consents or other communications hereunder are to be delivered by
giving the other parties notice in the manner set forth in this Section
11.

    


    
      
        
        

      

      
        B-9

        
          

        

      

      
        
        

      

       

    

    13.           Severability.  The
unenforceability or invalidity of any provision or provisions of this Note as to
any persons or circumstances shall not render that provision or those provisions
unenforceable or invalid as to any other provisions or circumstances, and all
provisions hereof, in all other respects, shall remain valid and
enforceable.

     

    14.           Governing
Law.  This Note shall be governed by and construed under the
laws of the State of New York applicable to agreements made and to be performed
entirely within such jurisdiction.

     

    15.           Waivers.  The
nonexercise by either party of any of its rights hereunder in any particular
instance shall not constitute a waiver thereof in that or any subsequent
instance.

     

    [Signature
Page Follows]

     

    
      
        
        

      

      
        B-10

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Company and the Guarantor have caused its duly authorized
officers to execute this Note as of the date first written above.

     

    
      
        
          
            	
                    COMPANY:

                  
	 
      
	
                    VYTERIS, INC., a Nevada
      corporation

                  
	 
      
	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title

                  
	 
      
	
                    GUARANTOR:

                  
	 
      
	
                    VYTERIS, INC., a
      Delaware corporation

                  
	 
      
	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title

                  


          

        

      

    

    


    
      
        
        

      

      
        B-11