EXHIBIT 99.5

To:      Treasure Mountain Holdings, Inc.
         c/o    Spencer Trask Ventures, Inc.
                535 Madison Avenue
                New York, New York 10022
                Attn: Ms. DiAnn Ellis

     The  undersigned is currently a holder of warrants to purchase common stock
of Vyteris, Inc. ("Vyteris").  The undersigned has been advised that pursuant to
the terms of that certain Merger Agreement and Plan of  Reorganization  dated as
of July 8, 2004 (the  "Agreement"),  by and between Treasure Mountain  Holdings,
Inc. ("Treasure Mountain") and Vyteris, all of the common and preferred stock of
Vyteris  will be  converted  into the right to receive the common and  preferred
stock of Treasure Mountain, respectively.

     The undersigned understands that under the securities laws, every person or
entity that is a securityholder  of Vyteris  immediately  prior to the effective
date of the pending merger (the "Merger")  pursuant to which Vyteris will become
a wholly-owned  subsidiary of Treasure Mountain (the "Merger") will be deemed to
be acquiring  Treasure  Mountain  securities  pursuant to the Agreement upon the
consummation of the Merger.  Accordingly,  the undersigned hereby represents and
warrants as follows:

     (a) The undersigned is acquiring  securities of Treasure  Mountain pursuant
to the  Agreement  solely  for the  undersigned's  own  account  for  investment
purposes  only  and  not  with  a  view  to or  sale  in  connection  with,  any
distribution  within the meaning of the  Securities Act of 1933, as amended (the
"Securities Act"). The undersigned has no pre-existing agreement or arrangement,
formal or informal,  with any person to sell,  distribute or transfer all or any
part of such securities, and the undersigned has no plans to enter into any such
agreement or arrangement.

     (b) The undersigned understands that the securities of Treasure Mountain to
be issued to the undersigned  pursuant to the Agreement have not been registered
under the Securities Act or any state securities law by reason of their issuance
in a  transaction  which is exempt  from the  registration  requirements  of the
Securities Act and state  securities laws, and that such securities must be held
indefinitely  unless they are  subsequently  registered under the Securities Act
and such laws or a subsequent  disposition  thereof is exempt from  registration
under  the  applicable  provisions  of the  Securities  Act and such  laws.  The
undersigned  acknowledges that the certificates  evidencing such securities will
contain a legend to the  foregoing  effect and that stop  transfer  instructions
will be placed with the transfer agent of the securities.




     (c) The  undersigned  has  (or,  if the  undersigned  is not an  accredited
investor,  the  undersigned  has  been  assisted  by a  representative  who has)
sufficient  knowledge and  expertise in business and financial  matters so as to
enable the undersigned to analyze and evaluate the merits and risks of acquiring
the securities of Treasure Mountain pursuant to the terms of the Agreement.  The
undersigned is able to bear the economic risk of such  acquisition,  including a
complete  loss of the  undersigned's  investment  in the  securities of Treasure
Mountain being acquired pursuant to the Agreement.

     (d) The undersigned represents that the undersigned is either an accredited
investor as defined in Rule 501(a) of Regulation D under the Securities  Act. or
is an employee or former employee of Vyteris.

     (e) If the  undersigned is an employee or former employee of Vyteris and is
not an  accredited  investor as defined in Rule 501(a) of Regulation D under the
Securities Act, the undersigned has checked the following box [ ].

     (f) As an owner of warrants to purchase Vyteris common stock (the "Existing
Warrants",  which term includes any additional warrants that the undersigned may
acquire prior to the consummation of the Merger), the undersigned:

         (1) understands that upon consummation of the Merger, there will not be
a  sufficient  number of  authorized  but unissued  shares of Treasure  Mountain
Common Stock to cover the warrants to purchase Treasure Mountain Common Stock to
be issued to the undersigned pursuant to the Merger Agreement;

         (ii)  understands  that pursuant to the Merger  Agreement,  the lack of
sufficient  authorized  shares is expected to be cured either by  arranging  for
Treasure  Mountain  to  reincorporate  in  Delaware  into  an  entity  that  has
sufficient  authorized shares or by arranging for Treasure Mountain to amend its
certificate of  incorporation to provide for sufficient  authorized  shares (the
"Subsequent Actions");

         (iii)  understands  that while the Subsequent  Actions will require the
approval of Treasure Mountain's stockholders,  parties which will own a majority
of Treasure  Mountain's Common Stock upon consummation of the Merger have agreed
to vote in favor of the Subsequent Actions;

         (iv) understands that upon the consummation of the Merger, the Existing
Warrants will become warrants to purchase Treasure  Mountain's Common Stock (the
"New Warrants"); and

         (v) agrees that the  undersigned  will not  exercise  the New  Warrants
until such time as the Subsequent Actions are effected.


Dated:  September 28, 2004                   By:
                                                     --------------------------
                                                     [signature]

                                                     --------------------
                                                     [printed name and title]