**EXHIBIT 10.8**

THE CONFIDENTIAL PORTIONS OF THISEXHIBIT,

WHICH HAVE BEEN REMOVED AND REPLACEDWITH

AN ASTERISK, HAVE BEEN OMITTED ANDFILED

SEPARATELY WITH THE SECURITIES ANDEXCHANGE

COMMISSION PURSUANT TO A REQUEST FOR

CONFIDENTIAL TREATMENT UNDER RULE 406

PROMULGATED UNDER THE SECURITIES ACTOF 1933 AND

RULE 24b-2 UNDER THE SECURITIESEXCHANGE ACT OF 1934.

EXCLUSIVE MANUFACTURING AND DISTRIBUTION AGREEMENT

This Exclusive Distribution Agreement (the "Agreement"),effective June 9, 2004 (the "Effective Date"), is between MINRAD, INC., aDelaware corporation with offices at 847 Main Street, Buffalo, New York 14203,USA ("Manufacturer") and RxElite Holdings Inc., a Delaware corporation withoffices at 1404 N. Main, Suite 200, Meridian, Idaho 83642 ("Distributor"). 

Manufacturer and Distributor agree as follows: 

1.     **Definitions**
        "Affiliate"of a party hereto shall mean any person, corporation or other entity, whichcontrols, is controlling or is under common control with such party. 

        "ANDA"shall mean abbreviated new drug application. 

        "HospitalMarket" shall mean those accounts that purchase anesthetic agents for humanuse. 

        "Manufacturer'sRepresentative" shall mean MINRAD Inc., which is a manufacturer'srepresentative of Manufacturer with respect to the Products. 

        "NDC" meansnational drug code number. 

        "Products"shall mean the MlNRAD branded products set forth on Attachment A hereto.

        "PurchaseCommitments" shall mean those outlined in Attachment A-1 hereto. 

        "Territory"shall mean the geographical area set forth in Attachment A-2 hereto. 

2.     **Grant ExclusiveDistributorship**
        2.1 Appointment.Subject to Distributor's compliance with Section 2.2 hereof, Manufacturer herebygrants to Distributor for the Term the exclusive right to purchase the Productsfrom Manufacturer for the sole purpose of selling the Products to end-usecustomers in the human market in the Territory, and Distributor accepts suchgrant, subject to the limitations, terms and conditions stated in thisAgreement. Subject to any increases permitted hereunder, the initial prices forthe Products shall be as set forth on Attachment A-1 hereto. Distributorshall not itself manufacture or have manufactured for it or directly orindirectly sell, any products from third parties that are similar to theProducts. Notwithstanding anything herein to the contrary, Manufacturer andDistributor acknowledge Manufacturer's right to sell, from time to time,Enflurane to Baxter, who bottles and markets the Products under its own name forthe purpose of selling the Products to end-use customers in the human market inthe Territory (the "Private Label Distributor"). 

        2.2 InitialOrder. Distributor agrees to place an initial non-cancelable stocking orderfor Products as set forth on Attachment A-1 hereto at the time of signing(the "Initial Order"). The Sevoflurane component of the Initial Order is subjectto and will be shipped after FDA approval has been received and any existingexclusivity granted by the FDA has expired. 

        2.3 PurchaseCommitment. Distributor agrees to purchase Products from Manufacturer as setforth in Attachment A-1 hereto during the Term. The purchase commitmentfor Sevoflurane will commence when FDA approval to sell Sevoflurane in theMarket has been received and any existing exclusivity granted by the FDA hasexpired. The Initial Order will be shipped by Manufacturer no later than October2004 and will be considered as part of the Distributor's annual commitment for2005. The terms of this Initial Order only will be net *. All subsequent orderswill have terms as set forth in section 4(b) of this Agreement. 

        2.4 Pricing.Distributor will have sole control over market pricing and strategy relating toProducts purchased by Distributor. Distributor market and pricing decisions withrespect to sales by Distributor will be independent of the price of each Productas listed in Attachment A-1 which Product prices are subject to change asset forth in Section 5.2. 

        2.5 OtherAccounts. Manufacturer has established various accounts for the Products inthe Territory prior to the implementation of this agreement. Upon signature ofthis agreement, Manufacturer will effectively assign over to the Distributor allaccounts and any purchases of product in the Territory from the signature dateforward at the terms stipulated in this agreement and will decrement the annualpurchase commitments outlined in Attachment A-1 regardless if the productis Manufacturer labeled or co-labeled and regardless of the NDC number on theproduct. Effective assignment shall mean any means necessary for the contract tobe fulfilled by Distributor through whatever means necessary to maintain a legalcontract with customer. 

3.     **Term and Renewal**
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        3.1 Term.This Agreement shall remain in effect for an initial term beginning on theEffective Date and ending on December 31, 2007 (the "Initial Term"). After theInitial Order, Distributor must purchase a minimum of * of the annual commitmentduring the first month of each calendar quarter beginning January 1, 2005 asspecified in Attachment A-1. At the end of each calendar year during theInitial Term, Distributor must order Product to fulfill each year's annualcommitment. Manufacturer will have 60 days to deliver this order. This Agreementis subject to renewal for additional periods as set forth in Section 3.2 hereof(each a "Renewal Term" and together with the Initial Term, the "Term"). 

        3.2 Renewal.After the expiration of the Initial Term and each Renewal Term, if any, thisAgreement may be extended or renewed for successive one (1) year extensionperiods for so long as, and provided that, Distributor issues to Manufacturer anon-cancelable purchase order for an amount equal to the (highest annualcommitment) of the Products as set forth on Attachment A-1 hereto. 

Manufacturer must receive such purchase order fromDistributor at least 60 days prior to the end of the previous term. Other thanthe initial order, the renewal terms will be consistent with section 3.1 and theother parts of this agreement. 

        3.3 NewProducts. During the Term and as long as the Distributor is not in breach ofany part of this Agreement, Manufacturer will offer Distributor the right offirst refusal to become its exclusive distributor in the Territory of any humangeneric pharmaceutical products (Manufacturer ANDA) that is a new Product andthat the Manufacturer can legally offer. The offer will be on similar or betterterms than ones the Manufacturer will offer or is willing to offer to any otherthird party in the human market. Distributor will have 30 days from the dateManufacturer provides written notice to exercise such right on the terms andconditions set forth in such notice. For the purpose of clarity, and not by wayof limitation, Manufacturer's conscious sedation product is acknowledged by theparties to be a proprietary product and is specifically excluded from thisAgreement. 

4.     **Distributor's Duties**
Distributor shall: 

        (a) submit itsnon-cancelable orders for the Products by written purchase order, it beingagreed that the terms and conditions of Distributor's standard purchase orderform shall not apply to transactions pursuant to this Agreement; 

        (b) pay for suchorders * net * from date of invoice (excluding only the Initial Order) in U.S.dollars and payment shall be made by wire transfer, check or letter of creditapproved by Manufacturer; all prices are quoted FOB Bethlehem, Pennsylvania,USA. Past due amounts incur interest at the rate of * of the invoice amount permonth or the highest rate allowable by law, whichever is less; 

        (c) provide to itscustomers instructions in the use of the Products and field service for suchproducts in accordance with product information provided by Manufacturer; 

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        (d) purchase theminimum commitment as per Attachment A-1. and use its best efforts toexceed these minimum commitments; 

        (e) refrain,outside the Territory and in relation to the Products, from seeking customers,from establishing any branch and from maintaining any distribution depot;

        (g) not give anywarranties, above and beyond those in Article 9 hereto, to any end-usecustomers; 

        (h) provideinstruction and assistance on compliance with any regulatory and labelingrequirements of the Territory; However, Manufacturer remains solely responsiblefor compliance with all regulatory and labeling requirements of the Territory -in its role as holder of the ANDA. 

        (i) cooperate to areasonable degree with Manufacturer to obtain any regulatory approval of theProducts as required by the Territory; 

        (j) not usesub-distributors or any other agent, other than itself, without the priorwritten consent of the Manufacturer; 

        (k) have aDedicated Head of Sales for the Hospital Market in place upon signing thisAgreement; 

        (l) have a minimumof five (5) Hospital Market Field Sales Representatives in place within 3 monthsof signing this Agreement (one in each of the Manufacturer defined US Regions).A reasonable number will be added upon the launch of Sevoflurane as per mutualagreement between Manufacturer and Distributor; 

        (m) providemonthly unit sales broken down by product, size and by hospital specific DEAcode to Manufacturer within thirty (30) days of the end of the preceding month;

        (n) register allproducts with correct NDC's and provide this information to the Manufacturer.

5. **Manufacturer's Duties**
        5.1 Manufacturershall: 

        (a) ship promptlyDistributor's orders for Products, FOB Bethlehem, Pennsylvania, USA, at theprices set forth on Attachment A-1 hereto, subject to Section 5.2 hereof;

        (b) adequatelypackage and label the Products to conform with any regulatory and labelingrequirements of the Territory. Product will be co-labeled with Manufacturer andDistributor information under Distributor's NDC's; 

        (c) have 5 USregional sales managers in place upon signing this Agreement; 

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        (d) have a minimumof five (5) Hospital Market Field Sales Representatives in place within 3 monthsof signing this Agreement (one in each of the MINRAD defined US Regions); 

        (e) add three (3)additional professional people to help expand the product line within six (6)months of signing this Agreement. 

        5.2 Manufacturerhas the right to change the prices for the Products at any time during the Termonly to the extent of demonstrated increases in its direct costs ofmanufacturing the Products; provided, however, that no such price change shallbe effective without at least sixty (60) days prior notice by Manufacturer toDistributor. The price that Distributor pays Manufacturer for the Products shallbe its lowest price in the Territory for the Human Market with the exclusion ofthose existing accounts referenced in Section 2.5. 

6.     **Trademarks and Trade Names**
        6.1 Trademarks andtrade names used by Manufacturer and Manufacturer's Representative in connectionwith the Products shall be used by Distributor only with reference to suchProducts and only in the manner approved by Manufacturer. Distributoracknowledges that it has and will obtain no proprietary interest in suchtrademarks and trade names and agrees not to use the same as part of itscorporate or business name and to discontinue all use thereof immediately upontermination of this Agreement. 

        6.2 All and anygoodwill associated with the trademarks and trade names used by Manufacturer andManufacturer's Representative in connection with the Products shall belong toManufacturer. Distributor shall not do or omit to do any act or thing likely toaffect adversely the goodwill and reputation associated with the Products andthe said trademarks and trade names. 

7.     **Industrial Property Rights;Confidentiality**
        7.1 All technicaland commercial information, data regarding processes and know-how furnished byManufacturer and/or Manufacturer's Representative to Distributor shall remainthe property of Manufacturer and/or Manufacturer's Representative, andDistributor shall not acquire any proprietary rights or other interests therein.Subject to the limitations listed below, all such information which is writtenor is in machine readable (computer) form and which is marked "Confidential" or"Proprietary" shall be regarded as confidential information of Manufacturerand/or Manufacturer's Representative; and any such information disclosed orallyand as to which Manufacturer and/or Manufacturer's Representative shall notifyDistributor in writing that it is confidential within thirty (30) days afterdisclosure to Distributor, shall also be considered confidential; and in eachcase, Distributor shall not disclose such information to any third party exceptto the extent such information 

        (a) is freelyavailable to the public at the time it is disclosed or made available byManufacturer and/or Manufacturer's Representative or subsequently becomes freelyavailable to the public otherwise than by default of Distributor or any thirdparty who owes an obligation of confidence to Manufacturer and/or Manufacturer'sRepresentative or any company within Manufacturer's and/or Manufacturer'sRepresentative's group; or 

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        (b) was known toDistributor prior to it being disclosed or made available by Manufacturer and/orManufacturer's Representative. 

        (c) Both partieswill be bound by the terms of the separate mutually confidential agreementsigned on May 19, 2004. 

        7.2 If during theterm of this Agreement, Distributor supplies to Manufacturer and/orManufacturer's Representative any confidential information relating toDistributor's business activities, Manufacturer and/or Manufacturer'sRepresentative shall be bound by like obligations of confidence to those set outabove in relation to that confidential information. 

8.     **Infringement Claims**
        Manufacturer shalldefend at its own expense, any claim by way of suit or proceeding againstDistributor for the infringement of third party patents or trademarks in respectof Products purchased from Manufacturer hereunder, and shall fully indemnifyDistributor for any direct damages, costs or expenses incurred by Distributor inrespect of any such claim provided that Distributor shall have givenManufacturer prompt written notice of any such claim and furnished Manufacturerwith a copy of each communication relating thereto and give Manufacturer therequisite authority to defend or settle such claim. 

9.     **Product Warranties**
        MANUFACTURERWARRANTS THAT THE PRODUCTS WILL CONFORM TO THE MANUFACTURER'S STANDARD WARRANTY,IN THE FORM ANNEXED HERETO AS ATTACHMENT B ("WARRANTY"). 

        EXCEPT FOR THEMANUFACTURER'S WARRANTY, MANUFACTURER MAKES NO REPRESENTATIONS OR WARRANTIES,EXPRESS OR IMPLIED, WITH RESPECT OR ANY PRODUCTS, INCLUDING, WITHOUT LIMITATION,ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ANDMANUFACTURER WILL NOT BE HELD TO ANY LIABILITY WITH RESPECT TO ANY CLAIM BYDISTRIBUTOR, ITS AFFILIATES, EMPLOYEES OR AGENTS OR ANY THIRD PARTY ON ACCOUNTOF OR ARISING FROM ANY OF THE PRODUCTS SOLD HEREUNDER OR THEIR USE, INCLUDING,BUT NOT LIMITED TO, ANY LIABILITY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES,LOSS OF PROFITS OR GOODWILL. DISTRIBUTOR HEREBY ACKNOWLEDGES THAT THE ONLYWARRANTY APPLICABLE TO THE PRODUCTS SHALL BE THE MANUFACTURER'S WARRANTY.MANUFACTURER SHALL AT ITS SOLE OPTION, ISSUE A CREDIT FOR OR REPLACE, AT NOCHARGE TO DISTRIBUTOR, ALL PRODUCTS RETURNED BY DISTRIBUTOR OR RETURNED BYCUSTOMERS TO DISTRIBUTOR WHICH DO NOT CONFORM TO THE MANUFACTURER'S WARRANTY.

10.     **Insurance**
        Manufacturerwarrants the product liability insurance for the Products being sold under thisAgreement. 

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11.     **Limitation of Liability**

        In no event,except as set forth below, shall Manufacturer be liable to Distributor or anyother entity for any special, consequential, incidental, or indirect damagesrelating to or resulting from manufacturer's failure to perform its obligationsunder this Agreement, however caused, on any theory of liability, andnotwithstanding any failure of essential purpose of any limited remedy.Notwithstanding the limitation of liability set forth above, the Distributorwill not be liable for any fines incurred solely as a result of Manufacturer'sfailure to promptly ship Distributor's orders for Products pursuant to Section5.1(a) to this Agreement. 

12.     **Regulatory Matters**

        12.1 ProductRecall. In the event Distributor or Manufacturer recalls any of the Productsrented or distributed by Distributor because such Products are believed toviolate any provision of applicable law, Manufacturer shall bear all reasonablecosts and expenses of such recall, including, without limitation, expenses orobligations to third parties, the cost of notifying customers and costassociated with the shipment of recalled Product from customers to Distributorto Manufacturer; provided, however, that Distributor shall not unilaterallyrecall any Product supplied by Manufacturer without first obtaining the consentof the Manufacturer, which shall not be unreasonably withheld. Distributor shallmaintain complete and accurate records, for such period as may be required byapplicable law, of all the Products sold, or otherwise distributed, by it. Theparties will cooperate fully with each other in effecting any recall of theProducts, including communications with any purchasers or users. 

        12.2 CustomerComplaint Reporting. Manufacturer shall be responsible for notifying theappropriate federal, state, and local governmental authorities (United States orany country in the Territory, as the case may be) of any customer complaints orother occurrences regarding the Products which are required to be so reported.Distributor shall provide Manufacturer promptly with any information it receivesregarding such occurrences. 

13.     **Termination**
        13.1 Either partyshall have the right to terminate this Agreement on written notice if the other(i) commits or suffers any act of bankruptcy or insolvency or (ii) within ninety(90) days after written notice of a material breach of this Agreement has beengiven, either fails to cure any such material breach which is capable of curewithin thirty (30) days or has failed to commence a cure of any such materialbreach which is not capable of cure within thirty (30) days. 

        13.2 Manufacturershall have the right to terminate this Agreement immediately if Distributorshall fail to pay any amount owed by Distributor to Manufacturer within ten (10)days after receipt of the notice of non-payment from Manufacturer. 

        13.3 ThisAgreement will survive a change in control of either party during the Term. 

14.     **Effects of Termination**
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        14.1 Procedures.On the termination of this Agreement, for whatever reason, (i) Manufacturershall continue to honor Distributor's orders for Products up to the effectivedate of termination, (ii) Distributor shall pay all past due invoices and shallpay for all undamaged, delivered Products in accordance with the terms andconditions of this Agreement, (iii) Distributor shall return to Manufacturer allpromotional and all confidential information or other documents relating to theProducts and (iv) Distributor shall cease to use all trademarks and trade namesused by Manufacturer and Manufacturer's Representative in connection with theProducts. 

        14.2 No Compensation. Upontermination or expiration without renewal of this Agreement, except tenderoffer, Manufacturer shall not be obligated to pay to Distributor anycompensation, damages or other amount on account thereof, and Distributor freelyand fully waives any claim it may have to payment of any such amount whetherunder contract, statute or national policy, including Manufacturer'sindemnification of Distributor. 

15.     **Nature of Relationship**
        Distributor is anindependent party and shall in no respect be or be deemed to be an employee,partner or co-venturer of Manufacturer or an agent of or subject to theauthority of Manufacturer. Except as specifically authorized in writing,Distributor shall not be in any way authorized or empowered to bindManufacturer. 

16.     **Severability**
        If any provisionof this Agreement shall be void or unenforceable by reason of any applicablelaw, it shall be deleted and the remaining provisions hereof shall continue infull force and effect and, if necessary, so amended as may be necessary to giveeffect to the spirit of this Agreement so far as possible. 

17.     **Force Majeure**

        The obligations ofeach party to perform under this Agreement shall be excused during each periodof delay caused by matters such as strikes, shortages of raw material,government orders, acts of terror or acts of God, which are reasonably beyondthe control of the party whose obligation to perform is effected by such mattersand such excuse from performance shall be coextensive with the cause of suchdelay. 

18.     **Miscellaneous**
        18.1 Notices.All notices required or permitted shall be in writing and shall be deemed givenwhen received personally or by facsimile (when confirmation copy is sent byregistered airmail, postage prepaid, or by such other method, including aircourier) addressed as follows, or to such other person or address as may bedesignated by notice given in accordance with this Section to the other party:

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 If to Distributor:
RxElite Holdings Inc.     1404 N. Main, Suite 200 Meridian, Idaho 83642     Attn: Earl E. Sullivan     Fax No.: 208-887-1836 

with a copy to:

Oles, Morrison, Rinker & Baker LLP     701 Pike St., Suite 1700     Seattle, Washington 98101-3930

Attn: Douglas S. Oles

Fax No.: 206-682-6234 If to Manufacturer:
Minrad Inc.     847 Main Street     Buffalo, New York 14203     Attn: William H. Burns, Jr.     Fax No.: 716-855-1078 

with a copy to: 

Hodgson Russ LLP     One M&T Plaza, Suite 2000     Buffalo, New York 14203     Attention: Robert B. Fleming, Jr.     Fax No.: 716-849-0349 
        18.2 **EntireAgreement.** This Agreement is the entire agreement between the partieshereto relating to this subject matter, there being no prior written or oralpromises or representations not incorporated herein. 

        18.3 **Applicable Law**. This Agreement shall be governed by and construed underthe laws of the State of New York without regard to the principles of conflictsof law. Any claim by Distributor against Manufacturer shall be brought withinone (1) year after Distributor first learns of such claim. Any controversy orclaim arising in connection with this Agreement shall be finally settled in NewYork, New York under the Rules of the American Arbitration Association by one ormore arbitrators appointed in accordance with the said Rules and judgment uponthe award rendered by the arbitrators may be entered in any court havingjurisdiction thereof. 

        18.4 **Amendments**. No amendment or modification of the terms of this Agreementshall be binding on either party unless reduced to writing and signed by anauthorized officer of the party to be bound. 

        18.5 **Existing Obligations**. Each party represents and warrants to the otherparty that the terms of this Agreement do not violate any existing obligationsor contracts of such party. Each party shall defend, indemnify and hold harmlessthe other party from and against any and all claims, demands, actions or causesof action, which allege any such violation. 

        18.6 **Assignment**. This Agreement shall be binding upon and inure to thebenefit of the parties hereto and their respective successors and assigns,provided, however, that neither party shall transfer or assign its interests inthis Agreement without the prior written consent of the other party. 

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        18.7 **Counterparts**. For convenience of the parties hereto, this Agreement maybe executed in one or more counterparts, each of which shall be deemed anoriginal for all purposes. 

        18.8 **BoardApproval-Manufacturer**. As the undersigned President and CEO ofManufacturer requires both the approval and/or ratification of this Agreementand the authorization to execute and deliver this Agreement from Manufacturer'sBoard of Directors, this Agreement is contingent upon and subject to suchapproval and/or ratification by Manufacturer's Board of Directors, in its solediscretion, at its next meeting of the Board of Directors, which meeting isexpected to occur on or about June 9, 2004 and which approval and/orratification shall be deemed received unless Manufacturer notifies Distributorto the contrary no later than June 16, 2004. 

        18.9 **BoardApproval-Distributor**. As the undersigned President and CEO ofDistributor requires both the approval and/or ratification of this Agreement andthe authorization to execute and deliver this Agreement from Distributor's Boardof Directors, this Agreement is contingent upon and subject to such approvaland/or ratification by Distributor's Board of Directors, in its sole discretion,at its next meeting of the Board of Directors and which approval and/orratification shall be deemed received unless Distributor notifies Manufacturerto the contrary no later than June 16, 2004. 

**        IN WITNESSWHEREOF**, the parties hereto have caused this Agreement to be executed bytheir authorized representatives named below. 
**MINRAD INC.** **RXELITE HOLDINGS INC.     
By:*/s/ William H. Burns, Jr. 
By:*/s/ Daniel Chen 
Name: William H. Burns, Jr.  
Name: Daniel Chen 
Title: President & CEO  
Title: CEO****
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**ATTACHMENT A****PRODUCTS**1. 
Human Inhalation Anesthetic agents Terrell Isoflurane USP,    Compound 347 Enflurane USP (Non-Private Label Distributor) and Sevoflurane    (when and if available) **ATTACHMENT A-1

Annual Purchase Commitments Territory: United States Human Market
  
Initial 
Product
Price Per Bottle
Stocking Order
Annual Commitment*    Compound 347TM    Enflurane USP    250 ml bottle
$*
**TerrellTM    lsoflurane USP    100 ml bottle
$*
*[Initial Stock Order Only]TerrellTM    Isoflurane USP    250 ml bottle
$*
**Sevoflurane 250 ml bottle
$*
** **
Prices are FOB Bethlehem, Pennsylvania, USA. 

Terms: * net * 

* Shipments will be made monthly in lot-size multiples.Purchases will be measured in 250ml equivalents but will not be limited to thepercentage allocations listed above. For example: Distributor purchases 5 -100mLunits will equal 2 - 250mL unit equivalents and decrement from the totalcommitment of ml to be purchased as outlined in Attachment A-1 

** When and if available and increasing to * bottles and *bottles in the second and third years, respectively, during the Initial Term and* during each Renewal Term. 

**ATTACHMENT A-2

TERRITORY:**
 
United States (being the contiguous 48 states, Alaska and Hawaii)        Human Market        (Non-OEM)**ATTACHMENT B

LIMITED WARRANTY AND LIMITATION OF LIABILITY

WARRANTY

        Manufacturer warrants and guarantees that, when delivered todistributor FOB Bethlehem, Pennsylvania, the Product shall conform to theRegistered Specifications, shall not be adulterated or misbranded within themeaning of the Act and shall conform to all applicable regulations of the FDA(The "Limited Warranty"). EXCEPT FOR THE LIMITED WARRANTY, MANUFACTURER MAKES NOREPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE PRODUCTS, EXPRESS,IMPLIED OR OTHERWISE, AND SPECIFICALLY DISCLAIMS: ANY IMPLIED WARRANTY OFMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 

        THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES (EXCEPT OFTITLE), EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OFMERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. 

        THE REMEDIES OF THE USER IN THE WARRANTY SET FORTH ABOVE AREEXCLUSIVE, AND THE TOTAL LIABILITY OF MINRAD AND/OR ANY MINRAD DISTRIBUTOR WITHRESPECT TO PRODUCT SOLD TO THE USER, IN CONNECTION WITH THE PERFORMANCE THEREOF,OR ARISING OUT OF THE SALE, DELIVERY, INSTALLATION OR REPAIR OF ANY MINRADPRODUCT WHETHER BASED ON CONTRACT, WARRANTY, NEGLIGENCE, INDEMNITY, STRICTLIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE OF THE DRTSÔPLATFORM UPON WHICH SUCH LIABILITY IS PLACED. 

        MINRAD AND ITS DISTRIBUTORS SHALL IN NO EVENT BE LIABLE TOTHE USER, OR TO ANY SUCCESSOR IN INTEREST OR ANY BENEFICIARY OR ASSIGNEETHEREOF, ON ACCOUNT OF ANY MINRAD PRODUCT FOR ANY CONSEQUENTIAL, INCIDENTAL,INDIRECT, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THE SALE, DELIVERY,INSTALLATION OR REPAIR OF SUCH PRODUCT, OR ANY DEFECTS IN, OR FAILURE OF, ORMALFUNCTION OF THE PRODUCT INCLUDING, BUT NOT LIMITED TO, DAMAGES BASED UPONLOSS OF USE, LOST PROFITS OR REVENUE, INTEREST, LOST GOODWILL, INCREASEDEXPENSES AND/OR CLAIMS OF CUSTOMERS OF THE USER, WHETHER OR NOT SUCH LOSS ORDAMAGE IS BASED ON CONTRACT, WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITYOR OTHERWISE. 

**ADDENDUM TO DISTRIBUTION AGREEMENT**
        THIS ADDENDUM TO DISTRIBUTION AGREEMENT (this "Addendum") is made as of March28,2005 (the "Addendum Effective Date"), by and between MINRAD INC., withoffices at 847 Main Street, Buffalo, New York 14203 ("Manufacturer") and **RxElite Holdings Inc.**, a Delaware corporation with offices at 1404 N. Main,Suite 200, Meridian, Idaho 83642 ("Distributor"). 

        WHEREAS, Manufacturer and Distributor entered into a Distribution Agreement,effective June 9, 2004 (the "Agreement"), regarding the distribution byDistributor of certain of Manufacturer's products and related accessories; and

        WHEREAS, Manufacturer and Distributor desire to amend the Agreement toinclude certain other products and related accessories in addition to thoseoriginally covered within the scope of the Agreement. 

        NOW, THEREFORE, Manufacturer and Distributor agree as follows: 

            1. Section 2.1 is amended by adding the follow sentence: 

        Notwithstanding anything herein to the contrary, Manufacturer and Distributoralso acknowledge Manufacturer's right to sell, from time to time, Enflurane toAbbott, who bottles and markets the Products under its own name for the purposeof selling the Products to end-use customers in the human market in theTerritory (the "Private Label Distributor"). 

            2. Section 5.1 (c) is replaced with: 

            (c) have 5 US regional sales managers in place by June 30, 2005; 

            3. Section 5.1 (d) is replaced with: 

            (d) have a minimum of five (5) Hospital Market Field Sales Representatives inplace by June 30, 2005 (one in each of the MINRAD defined US Regions); 

            4. Attachment A of the Agreement is amended by adding the following productsand market: 

            a. Manufacturer hereby grants to Distributor for the Term the non-exclusiveright to purchase MINRAD AttaneTM branded product from Manufacturerfor the sole purpose of selling the Products to end-use customers in theveterinary market in the Territory, and Distributor accepts such grant, subjectto the limitations, terms and conditions stated in this Agreement. TheDistributor will not sell MINRAD Attane TM branded product toveterinary distributors. Manufacturer will turn over its existing end-userveterinary customers to the Distributor. 

            b. Manufacturer hereby grants to Distributor for the Term the exclusive rightto purchase Desflurane from Manufacturer for the sole purpose of selling theProducts to end-use customers in the human market in the Territory, andDistributor accepts such grant, subject to the limitations, terms and conditionsstated in this Agreement. 

            2. Attachment A-1 of the Agreement is amended by adding the following initialorder, minimum order, pricing and annual order requirements: 

            a. Veterinary Products 

ProductPrice per    bottleInitial Stocking OrderMinimum Order
AttaneTM Isoflurane USP    100 ml bottle $***
AttaneTM Isoflurane USP    250 ml bottle$***
SustaneTM Sevoflurane 250 ml bottle$*** *
            * When available 

            b. Desflurane (when available) 

ProductPrice per    bottleInitial Stocking OrderAnnual Commitment
Desflurane USP 250 ml bottle$*** *
        * When available - pricing and annual commitments to be re-evaluated whenproduct is nearing availability. 

        4. Manufacturer will provide Distributor at no charge "Free Goods", * Terrell� ml bottles and * Compound 347TM 250 ml bottles for sale ordistribution in the Territory. These Free Goods are to compensate Distributorfor any pricing issues in the Territory through the life of the agreement. 

        5. Except as modified by this Addendum, the Agreement is hereby ratified andwill remain in full force and effect in accordance with its terms. 

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        IN WITNESS WHEREOF, the parties have executed this Addendum as of the datefirst above written. 
**MINRAD INC.** **RXELITE HOLDINGS INC.     **By:  **By:  **Name: William H. Burns, Jr.  **Name: Daniel Chen **Title: President & CEO  **Title: CEO
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