This agreement (the "Agreement") is entered into as of March 31, 2004 between Vyteris, Inc., a Delaware
corporation (the "Company") and Spencer Trask Ventures, Inc., a Delaware corporation ("Finder").
WHEREAS, Finder may have occasion to introduce the Company to one or more Targets (as defined in Section
2 below) who may be interested in engaging in a business combination or financing arrangement with the
Company which may include a merger or purchase of some or all of the stock or assets of the Company by a
Target, or an investment in the securities of or loan to the Company by a Target (singularly and in combination, a
WHEREAS, the Company desires to engage the services of Finder to provide an introduction to such Targets in
accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter contained, and for other
good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree
1. The Company engages Finder as one of the Company's non-exclusive finders, to locate proposed Targets
interested in effecting a Transaction.
2. For the purposes of this Agreement, "Targets" shall mean companies or entities introduced to the Company by
Finder, exclusive of Spencer Trask Specialty Group LLC and any entities affiliated with Spencer Trask Specialty
3. In the event of a consummated Transaction, the Company shall pay to Finder a cash fee as follows:
(a) 7% of the first $1,000,000 or portion thereof of the consideration paid in such transaction; plus
(b) 6% of the next $1,000,000 or portion thereof of the consideration paid in such transaction; plus
(c) 5% of the next $5,000,000 or portion thereof of the consideration paid in such transaction; plus
(d) 4% of the next $1,000,000 or portion thereof of the consideration paid in such transaction;