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 (placeStateNEVADA), INC.
                         10% CONVERTIBLE PROMISSORY NOTE


$500,000                                                   Fair Lawn, New Jersey
                                                                    May 23, 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 placeStateNew York.

                                    VYTERIS HOLDINGS (NEVADA), INC.



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


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