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EXHIBIT 10.118
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
August 17, 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 princi
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