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Exhibit 10.76
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
$500,000
Fair Lawn, New Jersey
February 13, 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 availabl
