This WARRANT AGREEMENT (this "Agreement") dated as of July 18, 2005 is made by and between Vyteris
Holdings (Nevada), Inc., a Nevada corporation ("Vyteris," the "Grantor" or the "Company") and Spencer Trask
Specialty Group, LLC, a Delaware limited liability company ("Holder").
1. GRANT. This Warrant is being granted in connection with a loan made pursuant to a certain senior secured
promissory note dated July 18, 2005 (the "Note"), with respect to a $300,000 loan made by the Holder to the
Company. Subject to the terms and conditions hereinafter set forth, the Holder is hereby granted the right to
purchase, initially, 2,500 shares of Vyteris common stock subject to the increases discussed in Section 2 below.
In the event that the number of shares subject to this Warrant is so increased, the Holder shall surrender its
Warrant Certificates (as hereinafter defined) to the Company and the Company shall reissue to the Holder a new
Warrant Certificate reflecting the increased amount of shares subject to the Warrant and the new Exercise Price
(as defined in Section 5.2 hereof) of the Warrant.
2. WARRANT CERTIFICATES. Simultaneously with the signing of this Agreement, the Company shall issue to
the Holder a warrant certificate (the "Warrant Certificate") evidencing the Holder's right to purchase 2,500 shares
of Vyteris common stock. Unless the Outstanding Balance has been paid in full on or before August 17, 2005,
the Company shall issue to the Holder an additional Warrant Certificate evidencing the Holder's right to purchase
an additional 2,524 shares of Vyteris Common Stock. Additionally, if the Outstanding Balance has not been paid
in full on or before the Maturity Date (as defined in the Note), the Company shall issue to the Holder an
additional Warrant Certificate evidencing the Holders right to purchase an additional 17,323 shares of Vyteris
Common Stock. Each Warrant Certificate delivered and to be delivered pursuant to this Agreement shall be in
the form set forth