EXHIBIT 99.47



     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


$250,000                                                   Fair Lawn, New Jersey
                                                                January 31, 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 and Warrant  Purchase  Agreement (the "Note and Warrant
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 and Warrant 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 Two Hundred Fifty Thousand  ($250,000)
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
and Warrant Purchase Agreement.

     This  Note is the  promissory  note  referred  to in the Note  and  Warrant
Purchase Agreement,  and is entitled to the benefits thereof,  and is subject to
conversion as set forth therein. This Note, and all representations, warranties,
covenants and agreements  contained  herein and in the Note and Warrant 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  obligations  under this
Note  without  the  written  consent  of  the  Purchaser,  which  shall  not  be
unreasonably withheld.

     Upon the  occurrence of any one or more of the Events of Default  specified
in the Note and Warrant Purchase Agreement, all amounts then remaining unpaid on
this Note shall become,  or may be declared to be,  immediately due and payable,
all as provided in the Note and Warrant Purchase Agreement.

     All parties now and  hereafter  liable with  respect to this Note,  whether
maker,  principal,  surety,  guarantor,  endorser  or  otherwise,  hereby  waive
presentment, demand, protest and all other notices of any kind.



     Subject  to  Sections  3.3  and  10.5  of the  Note  and  Warrant  Purchase
Agreement,  the Issuer agrees to pay all of the Purchaser's expenses,  including
reasonable attorneys' costs and fees, incurred in collecting sums due under this
Note.

     This Note shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York.

                                                 VYTERIS HOLDINGS (NEVADA), INC.



                                                 By:
                                                    ----------------------------
                                                    Name:
                                                    Title:

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