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
(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 obligation