<PAGE>
Exhibit 10.88
ALLONGE,
AMENDMENT
AND
WAIVER
Dated: March 29, 2006
1. On
September 28, 2004, Vyteris, Inc. and Spencer Trask Specialty
Group, LLC ("STSG") entered into a Securities Purchase Agreement
(the "SPA")
with respect to the purchase of 11.5% Senior Secured Grid Notes
(the "NOTES").
For the purposes of this Allonge, Amendment and Waiver, the term
"NOTEHOLDERS"
shall mean STSG, Spencer Trask Private Equity Fund I, LP, Spencer
Trask Private
Equity Fund II, LP, Spencer Trask Private Equity Accredited Fund
III, LLC and
Spencer Trask Illumination Fund LLC. Subsequently, the Noteholders
entered into
a Subordination Agreement, pursuant to which it agreed to
subordinate those
Notes to the obligations that Vyteris, Inc.'s parent company,
Vyteris Holdings
(Nevada), Inc. (collectively with Vyteris, Inc., the "VYTERIS
PARTIES") has to
purchasers of senior secured notes issued on August 19, 2005 (the
"SUBORDINATION
AGREEMENT"). The SPA, the Notes, the security agreement and any
subscription
agreements with respect to the Notes, are referred to in this
Allonge, Amendment
and Waiver as the "TRANSACTION DOCUMENTS."
2. Each of
the Noteholders hereby waives and forgives any and all
defaults, events of default, covenant defaults, and breaches of the
Transaction
Documents by the Vyteris Parties, which have or may have occurred
under such
Transaction Documents through and including the date hereof,
including, without
limitation, any defaults, events of default, covenant defaults or
breaches of
the Transaction Documents by the Vyteris Parties resulting from the
aggregate
principal amount of the outstanding loans made pursuant to the
Transaction
Documents being in excess of any restrictions on the amounts which
the Vyteris
Parties may borrow pursuant to the Transaction Documents (the
"BORROWING BASE
ISSUE"). This Allonge, Amendment and
