referred to thereinEXHIBIT A

FORM OF WARRANT

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTEDBY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES AREEXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVEREGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, ASAMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THATREGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIESMAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN ORFINANCING ARRANGEMENT SECURED BY THE SECURITIES.

MINRAD INTERNATIONAL, INC.

WARRANT TO PURCHASE COMMON STOCK

Warrant No.: ________

Number of Shares of Common Stock:_____________
Date of Issuance: June_, 2005 **(**"**Issuance Date**"**)**
                Minrad International, Inc., a Delaware corporation (the "**Company**"),hereby certifies that, for good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, [NAME OF BUYER], the registeredholder hereof or its permitted assigns (the "**Holder**")**,** isentitled, subject to the terms set forth below, to purchase from the Company, atthe Exercise Price (as defined below) then in effect, upon surrender of thisWarrant to Purchase Common Stock (including any Warrants to Purchase CommonStock issued in exchange, transfer or replacement hereof, the "**Warrant**"),at any time after the date hereof, but not after 11:59 p.m., New York Time, onthe Expiration Date (as defined below), (___________) fully paid nonassessableshares of Common Stock (as defined below) (the "**Warrant Shares**"). Exceptas otherwise defined herein, capitalized terms in this Warrant shall have themeanings set forth in Section 15. This Warrant is one of the Warrants toPurchase Common Stock (the "**SPA Warrants**") issued pursuant to Section 1of that certain Securities Purchase Agreement, dated as of June 28, 2005 (the "**SubscriptionDate**"), by and among the Company and the investors (the "**Buyers**")referred to therein (the "**Securities****Purchase Agreement**").

____________________________INSERT HOLDER'S PORTION OF SERIES R WARRANTS SET FORTH IN COLUMN (4) ON THESCHEDULE OF BUYERS TO THE SECURITIES PURCHASE AGREEMENT, EXERCISABLE FOR ANAGGREGATE OF [         ] SHARES OF COMMON STOCK

                1. EXERCISE OF WARRANT.

                    (a) Mechanics of Exercise. Subject to the terms and conditionshereof (including, without limitation, the limitations set forth in Section1(f)), this Warrant may be exercised by the Holder on any day on or afterthe date hereof in whole or in part, by (i) delivery of a written notice, in theform attached hereto as Exhibit A (the "**Exercise Notice**"), of theHolder's election to exercise this Warrant and (ii) (A) payment to the Companyof an amount equal to the applicable Exercise Price multiplied by the number ofWarrant Shares as to which this Warrant is being exercised (the "**AggregateExercise Price**") in cash or wire transfer of immediately available funds toan account designated by the Company or (B) by notifying the Company that thisWarrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the originalWarrant or the new Warrant, as applicable, in order to effect an exercisehereunder. Execution and delivery of the Exercise Notice with respect to lessthan all of the Warrant Shares shall have the same effect as cancellation of theoriginal Warrant and issuance of a new Warrant of like tenor evidencing theright to purchase the remaining number of Warrant Shares. On or before the firstBusiness Day following the date on which the Company has received each of theExercise Notice and the Aggregate Exercise Price (or notice of a CashlessExercise) (the "**Exercise Delivery Documents**"), the Company shall transmitby facsimile an acknowledgment of confirmation of receipt of the ExerciseDelivery Documents to the Holder and the Company's transfer agent (the "**TransferAgent**"). On or before the third Business Day following the date on which theCompany has received all of the Exercise Delivery Documents (the "**ShareDelivery Date**"), the Company shall (X) provided that the Transfer Agent isparticipating in The Depository Trust Company ("**DTC**") Fast AutomatedSecurities Transfer Program, upon the request of the Holder, credit suchaggregate number of shares of Common Stock to which the Holder is entitledpursuant to such exercise to the Holder's or its designee's balance account withDTC through its Deposit Withdrawal Agent Commission system, or (Y) if theTransfer Agent is not participating in the DTC Fast Automated SecuritiesTransfer Program, issue and dispatch by overnight courier to the address asspecified in the Exercise Notice, a certificate, registered in the Company'sshare register in the name of the Holder or its designee, for the number ofshares of Common Stock to which the Holder is entitled pursuant to suchexercise. Upon delivery by the Holder of the Exercise Notice and AggregateExercise Price referred to in clause (ii)(A) above or notification to theCompany of a Cashless Exercise referred to in Section 1(d), the Holdershall be deemed for all corporate purposes to have become the holder of recordof the Warrant Shares with respect to which this Warrant has been exercised,irrespective of the date of delivery of the certificates evidencing such WarrantShares. If this Warrant is submitted in connection with any exercise pursuant tothis Section 1(a) or Section 1(d) and the number of Warrant Sharesrepresented by this Warrant submitted for exercise is greater than the number ofWarrant Shares being acquired upon an exercise, then the Company shall void theexisting Warrant and as soon as practicable and in no event later than threeBusiness Days after any exercise and at its own expense, issue a new Warrant (inaccordance with Section 7(d)) representing the right to purchase thenumber of Warrant Shares purchasable immediately prior to such exercise underthis Warrant, less the number of Warrant Shares with respect to which thisWarrant is exercised. No fractional shares of Common Stock are to be issued uponthe exercise of this Warrant, but rather the number of shares of Common Stock tobe issued shall be rounded up to the nearest whole number**.**The Companyshall pay any and all taxes which may be payable with respect to 

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the issuance and delivery of Warrant Shares upon exercise of this Warrantother than income taxes of the Holder resulting from the exercise of thisWarrant. 

                    (b) Exercise Price. For purposes of this Warrant, "**ExercisePrice**" means US $3.85, subject to adjustment as provided herein.

                    (c) Company's Failure to Timely Deliver Securities. Subject toSection 1(f), if the Company shall fail for any reason or for no reasonto issue to the Holder within three (3) Business Days of receipt of the ExerciseDelivery Documents, a certificate for the number of shares of Common Stock towhich the Holder is entitled and register such shares of Common Stock on theCompany's share register or to credit the Holder's balance account with DTC forsuch number of shares of Common Stock to which the Holder is entitled upon theHolder's exercise of this Warrant, then, in addition to all other remediesavailable to the Holder, the Company shall pay in cash to the Holder on each dayafter such third Business Day that the issuance of such shares of Common Stockis not timely effected an amount equal to 0.5% of the product of (A) the sum ofthe number of shares of Common Stock not issued to the Holder on a timely basisand to which the Holder is entitled and (B) the Closing Sale Price of the sharesof Common Stock on the Trading Day immediately preceding the last possible datewhich the Company could have issued such shares of Common Stock to the Holderwithout violating Section 1(a). In addition to the foregoing, if withinthree (3) Trading Days after the Company's receipt of the facsimile copy of aExercise Notice and the Aggregate Exercise Price (or notice of a CashlessExercise) the Company shall fail to issue and deliver a certificate to theHolder and register such shares of Common Stock on the Company's share registeror credit the Holder's balance account with DTC for the number of shares ofCommon Stock to which the Holder is entitled upon such holder's exercisehereunder, and if on or after the third Trading Day the Holder purchases (in anopen market transaction or otherwise) shares of Common Stock to deliver insatisfaction of a sale by the Holder of shares of Common Stock issuable uponsuch exercise that the Holder anticipated receiving from the Company (a "**Buy-In**"),then the Company shall, within three (3) Business Days after the Holder'srequest and in the Holder's discretion, either (i) pay cash to the Holder in anamount equal to the Holder's total purchase price (including brokeragecommissions, if any) for the shares of Common Stock so purchased (the "**Buy-InPrice**"), at which point the Company's obligation to deliver such certificate(and to issue such shares of Common Stock) shall terminate, or (ii) promptlyhonor its obligation to deliver to the Holder a certificate or certificatesrepresenting such shares of Common Stock and pay cash to the Holder in an amountequal to the excess (if any) of the Buy-In Price over the product of (A) suchnumber of shares of Common Stock, multiplied by (B) the Closing Bid Price on thedate of exercise.

                    (d) Cashless Exercise. Notwithstanding anything containedherein to the contrary, if a Registration Statement (as defined in theRegistration Rights Agreement) covering the Warrant Shares that are the subjectof the Exercise Notice (the "**Unavailable Warrant Shares**") is notavailable for the resale of such Unavailable Warrant Shares, the Holder may, inits sole discretion, exercise this Warrant in whole or in part and, in lieu ofmaking the cash payment otherwise contemplated to be made to the Company uponsuch exercise in payment of the Aggregate Exercise Price, elect instead toreceive upon such exercise the "Net

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 Number" of shares of Common Stock determinedaccording to the following formula (a "**Cashless Exercise**"):

Net Number = (A x B) - (A x C)
B

                                                                For purposes of the foregoing formula:

A= the total number of shares with respect to which this                Warrant is then being exercised.

B= the Closing Sale Price of the shares of Common Stock (as                reported by Bloomberg) on the date immediately preceding the                date of the Exercise Notice.

C= the Exercise Price then in effect for the applicable                Warrant Shares at the time of such exercise. 

The Holder will be solely responsible for all income taxes of any kindwhatsoever imposed on the Holder by any federal, state, local or foreigngovernmental or taxing authority resulting from a cashless exercise of theWarrant pursuant to this Section 1(d).

                    (e) Disputes. In the case of a dispute as to the determinationof the Exercise Price or the arithmetic calculation of the Warrant Shares, theCompany shall promptly issue to the Holder the number of Warrant Shares that arenot disputed and resolve such dispute in accordance with Section 12.

                    (f) Limitations on Exercises.

                                (i) Beneficial Ownership. The Company shall not effect theexercise of this Warrant, and the Holder shall not have the right to exercisethis Warrant, to the extent that after giving effect to such exercise, suchPerson (together with such Person's affiliates) would beneficially own in excessof 9.99% (the "**Conversion Limitation**") of the shares of Common Stockoutstanding immediately after giving effect to such exercise. For purposes ofthe foregoing sentence, the aggregate number of shares of Common Stockbeneficially owned by such Person and its affiliates shall include the number ofshares of Common Stock issuable upon exercise of this Warrant with respect towhich the determination of such sentence is being made, but shall exclude sharesof Common Stock which would be issuable upon (i) exercise of the remaining,unexercised portion of this Warrant beneficially owned by such Person and itsaffiliates and (ii) exercise or conversion of the unexercised or unconvertedportion of any other securities of the Company beneficially owned by such Personand its affiliates (including, without limitation, any convertible notes orconvertible preferred stock or warrants) subject to a limitation on conversionor exercise analogous to the limitation contained herein. Except as set forth inthe preceding sentence, for purposes of this paragraph, beneficial ownershipshall be calculated in accordance with Section 13(d) of the SecuritiesExchange Act of 1934, as amended. For purposes of this Warrant, in determiningthe number of outstanding shares of Common Stock, the Holder may rely on thenumber of outstanding shares 

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of Common Stock as reflected in (1) the Company'smost recent Form 10-K or 10-Q or any Current Report on Form 8-K filed subsequentthereto or other public filing with the Securities and Exchange Commission, (2)a more recent public announcement by the Company or (3) any other notice by theCompany or the Transfer Agent setting forth the number of shares of Common Stockoutstanding. For any reason at any time, upon the written or oral request of theHolder, the Company shall within three (3) Business Days confirm orally and inwriting to the Holder the number of shares of Common Stock then outstanding. Inany case, the number of outstanding shares of Common Stock shall be determinedafter giving effect to the issuance of the SPA Securities and the conversion orexercise of securities of the Company, including the SPA Warrants, by the Holderand its affiliates since the date as of which such number of outstanding sharesof Common Stock was reported. By prior written notice to the Company, any Holdermay increase or decrease the Conversion Limitation to any other percentage notin excess of 19.99% specified in such notice; provided that (i) any suchincrease will not be effective until the 61st day after such notice is deliveredto the Company, and (ii) any such increase or decrease will apply only to theHolder sending such notice and not to any other holder of SPA Warrants. 

                                (ii) Principal Market Regulation. The Company shall not beobligated to issue any shares of Common Stock upon exercise of this Warrant ifthe issuance of such shares of Common Stock would exceed that number of sharesof Common Stock which the Company may issue upon exercise of this Warrant(including, as applicable, any shares of Common Stock issued upon exercise ofthe SPA Securities) without breaching the Company's obligations under the rulesor regulations of the Principal Market (the "**Exchange Cap**"), except thatsuch limitation shall not apply in the event that the Company (A) obtains theapproval of its shareholders as required by the applicable rules of thePrincipal Market for issuances of shares of Common Stock in excess of suchamount or (B) obtains a written opinion from outside counsel to the Company thatsuch approval is not required, which opinion shall be reasonably satisfactory tothe Required Holders. Until such approval or written opinion is obtained, noBuyer shall be issued, upon exercise of any SPA Warrants, shares of Common Stockin an amount greater than the product of the Exchange Cap multiplied by afraction, the numerator of which is the total number of shares of Common Stockissued to such Buyer pursuant to the Securities Purchase Agreement on theIssuance Date and the denominator of which is the aggregate number of shares ofCommon Stock issued to the Buyers pursuant to the Securities Purchase Agreementon the Issuance Date (with respect to each Buyer, the "**Exchange CapAllocation**"). In the event that any Buyer shall sell or otherwise transferany of such Buyer's SPA Warrants, the transferee shall be allocated a pro rataportion of such Buyer's Exchange Cap Allocation, and the restrictions of theprior sentence shall apply to such transferee with respect to the portion of theExchange Cap Allocation allocated to such transferee. In the event that anyholder of SPA Warrants shall exercise all of such holder's SPA Warrants into anumber of shares of Common Stock which, in the aggregate, is less than suchholder's Exchange Cap Allocation, then the difference between such holder'sExchange Cap Allocation and the number of shares of Common Stock actually issuedto such holder shall be allocated to the respective Exchange Cap Allocations ofthe remaining holders of SPA Warrants on a pro rata basis in proportion to theshares of Common Stock underlying the SPA Warrants then held by each suchholder. In the event that the Company is prohibited from issuing any WarrantShares for which an Exercise Notice has been received as a result of theoperation of this Section 1(f)(ii), the Company shall pay cash inexchange for cancellation of such Warrant Shares, at a price per Warrant Shareequal 

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to the difference between the Closing Sale Price and the Exercise Price as ofthe date of the attempted exercise. 

                2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.The Exercise Price and the number of Warrant Shares shall be adjusted from timeto time as follows:

                    (a) Adjustment upon Issuance of shares of Common Stock. Withrespect to the original or new Warrant held only by the original Holder and notany transferee (whether by assignment or operation of law), if and whenever onor after the Subscription Date the Company issues or sells, or in accordancewith this Section 2 is deemed to have issued or sold, any shares ofCommon Stock (including the issuance or sale of shares of Common Stock owned orheld by or for the account of the Company, but excluding shares of Common Stockdeemed to have been issued by the Company in connection with the exercise ofOptions issued under the Company's 2004 Stock Option Plan (the "**2004 Options**"),the exercise of warrants issued prior to the Subscription Date as disclosed onSchedule 3(r) of the Securities Purchase Agreement (the "**Existing Warrants**")or the exercise of warrants to purchase 50,000 shares of Common Stock to beissued to Kevin Kimberlin Partners L.P. on the first day of each month that itsguarantee of a note payable to Wachovia Bank, NA, is in effect (the "**KKPWarrants**" and together with the 2004 Options and the Existing Warrants, the"**Excluded Securities**") for a consideration per share less than a price(the "**Applicable Price**") equal to the lesser of $1.85 (subject toappropriate adjustments for stock splits, stock dividends, stock combinationsand other similar transactions on or after the Subscription Date) or ExercisePrice in effect immediately prior to such issue or sale or deemed issuance orsale (the foregoing a "**Dilutive Issuance**"), then immediately after suchDilutive Issuance, the Exercise Price then in effect shall be reduced to anamount equal to the product of (A) the Exercise Price in effect immediatelyprior to such Dilutive Issuance and (B) the quotient determined by dividing(1) the sum of (I) the product derived by multiplying the Exercise Price ineffect immediately prior to such Dilutive Issuance and the number of shares ofCommon Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus(II) the consideration, if any, received by the Company upon such DilutiveIssuance, by (2) the product derived by multiplying (I) the Exercise Price ineffect immediately prior to such Dilutive Issuance by (II) the number of sharesof Common Stock Deemed Outstanding immediately after such Dilutive Issuance. "**Common****Stock Deemed Outstanding**" means, at any given time, the number of sharesof Common Stock issued and outstanding at such time plus all shares of CommonStock deemed outstanding pursuant to Sections 2(a)(i), 2(a)(ii)and 2(a)(iii) regardless of whether such securities are actuallyexercisable at such time, but excluding any shares of Common Stock owned or heldby or for the account of the Company or issuable upon conversion or exercise, asapplicable, of the SPA Warrants. For purposes of determining the adjustedExercise Price under this Section 2(a), the following shall beapplicable:

                                (i) Issuance of Options. If the Company in any manner grantsany Options other than the Excluded Securities and the lowest price per sharefor which one share of Common Stock is issuable upon the exercise of any suchOption or upon conversion, exercise or exchange of any Convertible Securitiesissuable upon exercise of any such Option is less than the Applicable Price,then such share of Common Stock shall be deemed to be  

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outstanding and to havebeen issued and sold by the Company at the time of the granting or sale of suchOption for such price per share. For purposes of this Section 2(a)(i),the "lowest price per share for which one share of Common Stock is issuable uponexercise of such Options or upon conversion, exercise or exchange of suchConvertible Securities" shall be equal to the sum of the lowest amounts ofconsideration (if any) received or receivable by the Company with respect to anyone share of Common Stock upon the granting or sale of the Option, upon exerciseof the Option and upon conversion, exercise or exchange of any ConvertibleSecurity issuable upon exercise of such Option. Except as provided in Section2(a)(ii), no further adjustment of the Exercise Price shall be made upon theactual issuance of such shares of Common Stock or of such Convertible Securitiesupon the exercise of such Options or upon the actual issuance of such shares ofCommon Stock upon conversion, exercise or exchange of such ConvertibleSecurities.

                                (ii) Issuance of Convertible Securities. If the Company in anymanner issues or sells any Convertible Securities and the lowest price per sharefor which one share of Common Stock is issuable upon the conversion, exercise orexchange thereof is less than the Applicable Price, then such share of CommonStock shall be deemed to be outstanding and to have been issued and sold by theCompany at the time of the issuance or sale of such Convertible Securities forsuch price per share. For the purposes of this Section 2(a)(ii), the"lowest price per share for which one share of Common Stock is issuable upon theconversion, exercise or exchange" shall be equal to the sum of the lowestamounts of consideration (if any) received or receivable by the Company withrespect to one share of Common Stock upon the issuance or sale of theConvertible Security and upon conversion, exercise or exchange of suchConvertible Security. No further adjustment of the Exercise Price shall be madeupon the actual issuance of such shares of Common Stock upon conversion,exercise or exchange of such Convertible Securities, and if any such issue orsale of such Convertible Securities is made upon exercise of any Options forwhich adjustment of this Warrant has been or is to be made pursuant to otherprovisions of this Section 2(a), no further adjustment of the ExercisePrice or number of Warrant Shares shall be made by reason of such issue or sale.

                                (iii) Change in Option Price or Rate of Conversion. If thepurchase price provided for in any Options, the additional consideration, ifany, payable upon the issue, conversion, exercise or exchange of any ConvertibleSecurities, or the rate at which any Convertible Securities are convertible intoor exercisable or exchangeable for shares of Common Stock increases or decreasesat any time, the Exercise Price in effect at the time of such increase ordecrease shall be adjusted to the Exercise Price which would have been in effectat such time had such Options or Convertible Securities provided for suchincreased or decreased purchase price, additional consideration or increased ordecreased conversion rate, as the case may be, at the time initially granted,issued or sold. For purposes of this Section 2(a)(iii), if the terms ofany Option or Convertible Security that was outstanding as of the date ofissuance of this Warrant are increased or decreased in the manner described inthe immediately preceding sentence, then such Option or Convertible Security andthe shares of Common Stock deemed issuable upon exercise, conversion or exchangethereof shall be deemed to have been issued as of the date of such increase ordecrease. No adjustment pursuant to this Section 2(a) shall be made ifsuch adjustment would result in an increase of the Exercise Price then in effector a decrease in the number of Warrant Shares.

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                                (iv) Calculation of Consideration Received. In case any Optionis issued in connection with the issue or sale of other securities of theCompany, together comprising one integrated transaction in which no specificconsideration is allocated to such Options by the parties thereto, the Optionswill be deemed to have been issued for a consideration of $0.01. If any sharesof Common Stock, Options or Convertible Securities are issued or sold or deemedto have been issued or sold for cash, the consideration received therefor willbe deemed to be the net amount received by the Company therefor. If any sharesof Common Stock, Options or Convertible Securities are issued or sold for aconsideration other than cash, the amount of such consideration received by theCompany will be the fair value of such consideration, except where suchconsideration consists of securities, in which case the amount of considerationreceived by the Company will be the Closing Sale Price of such security on thedate of receipt. If any shares of Common Stock, Options or ConvertibleSecurities are issued to the owners of the non-surviving entity in connectionwith any merger in which the Company is the surviving entity, the amount ofconsideration therefor will be deemed to be the fair value of such portion ofthe net assets and business of the non-surviving entity as is attributable tosuch shares of Common Stock, Options or Convertible Securities, as the case maybe. The fair value of any consideration other than cash or securities will bedetermined jointly by the Company and the Required Holders. If such parties areunable to reach agreement within ten (10) days after the occurrence of an eventrequiring valuation (the "**Valuation Event**"), the fair value of suchconsideration will be determined within five (5) Business Days after the tenthday following the Valuation Event by an independent, reputable appraiser jointlyselected by the Company and the Required Holders. The determination of suchappraiser shall be final and binding upon all parties absent manifest error. Thereasonable expenses of such appraiser in making such determination shall be paidby the Company in the event the Holder's calculation was correct, or by theHolder in the event the Company's calculation was correct, or equally by theCompany and the Holder in the event that neither the Company's or the Holder'scalculation was correct.

                                (v) Record Date. If the Company takes a record of the holdersof shares of Common Stock for the purpose of entitling them (A) to receive adividend or other distribution payable in shares of Common Stock, Options or inConvertible Securities or (B) to subscribe for or purchase shares of CommonStock, Options or Convertible Securities, then such record date will be deemedto be the date of the issue or sale of the shares of Common Stock deemed to havebeen issued or sold upon the declaration of such dividend or the making of suchother distribution or the date of the granting of such right of subscription orpurchase, as the case may be.

                    (b) Adjustment upon Subdivision or Combination of shares of CommonStock. If the Company at any time on or after the Subscription Datesubdivides (by any stock split, stock dividend, recapitalization or otherwise)one or more classes of its outstanding shares of Common Stock into a greaternumber of shares, the Exercise Price in effect immediately prior to suchsubdivision will be proportionately reduced and the number of Warrant Shareswill be proportionately increased. If the Company at any time on or after theSubscription Date combines (by combination, reverse stock split or otherwise)one or more classes of its outstanding shares of Common Stock into a smallernumber of shares, the Exercise Price in effect immediately prior to suchcombination will be proportionately increased and the  

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number of Warrant Shareswill be proportionately decreased. Any adjustment under this Section 2(b)shall become effective at the close of business on the date the subdivision orcombination becomes effective.

                    (c) Other Events. With respect to the original or new Warrantheld only by the original Holder and not any transferee (whether by assignmentor operation of law), if any event occurs of the type contemplated by theprovisions of this Section 2 but not expressly provided for by suchprovisions (including, without limitation, the granting of stock appreciationrights, phantom stock rights or other rights with equity features), then theCompany's Board of Directors will make an appropriate adjustment in the ExercisePrice and, if the event is of the type contemplated by Section 2(b), thenumber of Warrant Shares so as to protect the rights of the Holder; providedthat no such adjustment pursuant to this Section 2(c) will increase theExercise Price or, if the event is of the type contemplated by Section 2(b),decrease the number of Warrant Shares as otherwise determined pursuant to thisSection 2.

                3. RIGHTS UPON DISTRIBUTION OF ASSETS. If the Company shalldeclare or make any dividend or other distribution of its assets (or rights toacquire its assets) to holders of shares of Common Stock, by way of return ofcapital or otherwise (including, without limitation, any distribution of cash,stock or other securities, property or options by way of a dividend, spin off,reclassification, corporate rearrangement, scheme of arrangement or othersimilar transaction) (a "**Distribution**"), at any time after the issuanceof this Warrant, then, in each such case:

                    (a) any Exercise Price in effect immediately prior to the close ofbusiness on the record date fixed for the determination of holders of shares ofCommon Stock entitled to receive the Distribution shall be reduced, effective asof the close of business on such record date, to a price determined bymultiplying such Exercise Price by a fraction of which (i) the numerator shallbe the Closing Bid Price of the shares of Common Stock on the Trading Dayimmediately preceding such record date minus the value of the Distribution (asdetermined in good faith by the Company's Board of Directors) applicable to oneshare of shares of Common Stock, and (ii) the denominator shall be the ClosingBid Price of the shares of Common Stock on the Trading Day immediately precedingsuch record date; and

                    (b) the number of Warrant Shares shall be increased to a number ofshares equal to the number of shares of Common Stock obtainable immediatelyprior to the close of business on the record date fixed for the determination ofholders of shares of Common Stock entitled to receive the Distributionmultiplied by the reciprocal of the fraction set forth in the immediatelypreceding paragraph (a); provided that in the event that the Distribution is ofshares of Common Stock (or common stock) ("**Other Shares of Common Stock**")of a company whose common shares are traded on a national securities exchange ora national automated quotation system, then the Holder may elect to receive awarrant to purchase Other Shares of Common Stock in lieu of an increase in thenumber of Warrant Shares, the terms of which shall be identical to those of thisWarrant, except that such warrant shall be exercisable into the number of sharesof Other Shares of Common Stock that would have been payable to the Holderpursuant to the Distribution had the Holder exercised this Warrant immediatelyprior to such record date and with an aggregate exercise price equal to theproduct of the amount by which the 

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exercise price of this Warrant was decreased with respect to the Distributionpursuant to the terms of the immediately preceding paragraph (a) and the numberof Warrant Shares calculated in accordance with the first part of this paragraph(b).

                4. PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.

                    (a) Purchase Rights. In addition to any adjustments pursuant toSection 2 above, if at any time the Company grants, issues or sells anyOptions, Convertible Securities or rights to purchase stock, warrants,securities or other property pro rata to the record holders of any class ofshares of Common Stock other than pursuant to the Company's 2004 Stock OptionPlan or the KKP Warrants****(the "**Purchase Rights**"), then the Holderwill be entitled to acquire, upon the terms applicable to such Purchase Rights,the aggregate Purchase Rights which the Holder could have acquired if the Holderhad held the number of shares of Common Stock acquirable upon complete exerciseof this Warrant (without regard to any limitations on the exercise of thisWarrant) immediately before the date on which a record is taken for the grant,issuance or sale of such Purchase Rights, or, if no such record is taken, thedate as of which the record holders of shares of Common Stock are to bedetermined for the grant, issue or sale of such Purchase Rights.

                    (b) Fundamental Transactions. The Company shall not enter intoor be party to a Fundamental Transaction unless (i)  the Successor Entityassumes in writing all of the obligations of the Company under this Warrant andthe other Transaction Documents in accordance with the provisions of this Section (4)(b) pursuant to written agreements in form and substancereasonably satisfactory to the Required Holders and approved by the RequiredHolders prior to such Fundamental Transaction, including agreements to deliverto each holder of Warrants in exchange for such Warrants a security of theSuccessor Entity evidenced by a written instrument substantially similar in formand substance to this Warrant, including, without limitation, an adjustedexercise price equal to the value for the shares of Common Stock reflected bythe terms of such Fundamental Transaction, and exercisable for a correspondingnumber of shares of capital stock equivalent to the shares of Common Stockacquirable and receivable upon exercise of this Warrant (without regard to anylimitations on the exercise of this Warrant) prior to such FundamentalTransaction, and reasonably satisfactory to the Required Holders and (ii) theSuccessor Entity (including its Parent Entity) is a publicly traded corporationwhose common stock is quoted on or listed for trading on an Eligible Market.Upon the occurrence of any Fundamental Transaction, the Successor Entity shallsucceed to, and be substituted for (so that from and after the date of suchFundamental Transaction, the provisions of this Warrant referring to the"Company" shall refer instead to the Successor Entity), and may exercise everyright and power of the Company and shall assume all of the obligations of theCompany under this Warrant with the same effect as if such Successor Entity hadbeen named as the Company herein**.**Upon consummation of the FundamentalTransaction, the Successor Entity shall deliver to the Holder confirmation thatthere shall be issued upon exercise of this Warrant at any time after theconsummation of the Fundamental Transaction, in lieu of the shares of the CommonStock (or other securities, cash, assets or other property) purchasable upon theexercise of the Warrant prior to such Fundamental Transaction, such shares ofstock, securities, cash, assets or any other property whatsoever (includingwarrants or other purchase or subscription rights) which the Holder would havebeen entitled to receive upon the happening of such Fundamental  

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Transaction hadthis Warrant been converted immediately prior to such Fundamental Transaction,as adjusted in accordance with the provisions of this Warrant. In addition toand not in substitution for any other rights hereunder, prior to theconsummation of any Fundamental Transaction pursuant to which holders of sharesof Common Stock are entitled to receive securities or other assets with respectto or in exchange for shares of Common Stock (a "**Corporate Event**"), theCompany shall make appropriate provision to insure that the Holder willthereafter have the right to receive upon an exercise of this Warrant at anytime after the consummation of the Fundamental Transactionbut prior to the Expiration Date, in lieu of theshares of the Common Stock (or other securities, cash, assetsor other property) purchasable upon the exercise ofthe Warrant prior to such Fundamental Transaction,such shares of stock, securities, cash, assets or any other property whatsoever(including warrants or other purchase or subscription rights) which the Holderwould have been entitled to receive upon the happening of such FundamentalTransaction had the Warrant been exercised immediately prior to such FundamentalTransaction. Provision made pursuant to the preceding sentence shall be in aform and substance reasonably satisfactory to the Required Holders. Theprovisions of this Section shall apply similarly and equally to successiveFundamental Transactions and Corporate Events and shall be applied withoutregard to any limitations on the exercise of this Warrant.

                5. NONCIRCUMVENTION. The Company hereby covenants and agreesthat the Company will not, by amendment of its Certificate of Incorporation,By-laws or through any reorganization, transfer of assets, consolidation,merger, scheme of arrangement, dissolution, issue or sale of securities, or anyother voluntary action, avoid or seek to avoid the observance or performance ofany of the terms of this Warrant, and will at all times in good faith carry outall the provisions of this Warrant and take all action as may be required toprotect the rights of the Holder. Without limiting the generality of theforegoing, the Company (i) shall not increase the par value of any shares ofCommon Stock receivable upon the exercise of this Warrant above the ExercisePrice then in effect, and (ii) shall take all such actions as may be necessaryor appropriate in order that the Company may validly and legally issue fullypaid and nonassessable shares of Common Stock upon the exercise of this Warrant.The Company shall, so long as any of the SPA Warrants are outstanding, take allaction necessary to reserve and keep available out of its authorized andunissued shares of Common Stock, solely for the purpose of effecting theexercise of the SPA Warrants, 130% of the number of shares of Common Stock asshall from time to time be necessary to effect the exercise of the SPA Warrantsthen outstanding (without regard to any limitations on exercise).

                6. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwisespecifically provided herein, the Holder, solely in such Person's capacity as aholder of this Warrant, shall not be entitled to vote or receive dividends or bedeemed the holder of share capital of the Company for any purpose, nor shallanything contained in this Warrant be construed to confer upon the Holder,solely in such Person's capacity as the Holder of this Warrant, any of therights of a shareholder of the Company or any right to vote, give or withholdconsent to any corporate action (whether any reorganization, issue of stock,reclassification of stock, consolidation, merger, conveyance or otherwise),receive notice of meetings, receive dividends or subscription rights, orotherwise, prior to the issuance to the Holder of the Warrant Shares which suchPerson is then entitled to receive upon the due exercise of this Warrant. Inaddition, nothing contained in this Warrant shall be construed as imposing anyliabilities on the  

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Holder to purchase any securities (upon exercise of thisWarrant or otherwise) or as a shareholder of the Company, whether suchliabilities are asserted by the Company or by creditors of the Company.Notwithstanding this Section 6, the Company shall provide the Holder withcopies of the same notices and other information given to the shareholders ofthe Company generally, contemporaneously with the giving thereof to theshareholders.

                7. REISSUANCE OF WARRANTS.

                    (a) Transfer of Warrant. If this Warrant is to be transferred,the Holder shall surrender this Warrant to the Company, whereupon the Companywill forthwith issue and deliver upon the order of the Holder a new Warrant (inaccordance with Section 7(d)), registered as the Holder may request,representing the right to purchase the number of Warrant Shares beingtransferred by the Holder and, if less than the total number of Warrant Sharesthen underlying this Warrant is being transferred, a new Warrant (in accordancewith Section 7(d)) to the Holder representing the right to purchase thenumber of Warrant Shares not being transferred.

                    (b) Lost, Stolen or Mutilated Warrant. Upon receipt by theCompany of evidence reasonably satisfactory to the Company of the loss, theft,destruction or mutilation of this Warrant, and, in the case of loss, theft ordestruction, of any indemnification or security undertaking by the Holder to theCompany in customary form and, in the case of mutilation, upon surrender andcancellation of this Warrant, the Company shall execute and deliver to theHolder a new Warrant (in accordance with Section 7(d)) representing theright to purchase the Warrant Shares then underlying this Warrant.

                    (c) Exchangeable for Multiple Warrants. This Warrant isexchangeable, upon the surrender hereof by the Holder at the principal office ofthe Company, for a new Warrant or Warrants (in accordance with Section 7(d))representing in the aggregate the right to purchase the number of Warrant Sharesthen underlying this Warrant, and each such new Warrant will represent the rightto purchase such portion of such Warrant Shares as is designated by the Holderat the time of such surrender; provided, however, that no Warrants forfractional shares of Common Stock shall be given.

                    (d) Issuance of New Warrants. Whenever the Company is requiredto issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i)shall be of like tenor with this Warrant, (ii) shall represent, as indicated onthe face of such new Warrant, the right to purchase the Warrant Shares thenunderlying this Warrant (or in the case of a new Warrant being issued pursuantto Section 7(a) or Section 7(c), the Warrant Shares designated bythe Holder which, when added to the number of shares of Common Stock underlyingthe other new Warrants issued in connection with such issuance, does not exceedthe number of Warrant Shares then underlying this Warrant), (iii) shall have anissuance date, as indicated on the face of such new Warrant which is the same asthe Issuance Date, and (iv) shall have the same rights and conditions as thisWarrant.

                8. NOTICES. Whenever notice is required to be given under thisWarrant, unless otherwise provided herein, such notice shall be given inaccordance with Section 10(f) of  

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the Securities Purchase Agreement. TheCompany shall provide the Holder with prompt written notice of all actions takenpursuant to this Warrant, including in reasonable detail a description of suchaction and the reason therefor. Without limiting the generality of theforegoing, the Company will give written notice to the Holder (i) immediatelyupon any adjustment of the Exercise Price, setting forth in reasonable detail,and certifying, the calculation of such adjustment and (ii) at least fifteendays prior to the date on which the Company closes its books or takes a record(A) with respect to any dividend or distribution upon the shares of CommonStock, (B) with respect to any grants, issuances or sales of any Options,Convertible Securities or rights to purchase stock, warrants, securities orother property to holders of shares of Common Stock or (C) for determiningrights to vote with respect to any Fundamental Transaction, dissolution orliquidation, provided in each case that such information shall be made known tothe public prior to or in conjunction with such notice being provided to theHolder.

                9. AMENDMENT AND WAIVER. Except as otherwise provided herein,the provisions of this Warrant may be amended and the Company may take anyaction herein prohibited, or omit to perform any act herein required to beperformed by it, only if the Company has obtained the written consent of theRequired Holders; provided that no such action may increase the exercise priceof any SPA Warrant or decrease the number of shares or class of stock obtainableupon exercise of any SPA Warrant without the written consent of the Holder. Nosuch amendment shall be effective to the extent that it applies to less than allof the holders of the SPA Warrants then outstanding.

                10. GOVERNING LAW. This Warrant shall be governed by andconstrued and enforced in accordance with, and all questions concerning theconstruction, validity, interpretation and performance of this Warrant shall begoverned by, the internal laws of the State of New York, without giving effectto any choice of law or conflict of law provision or rule (whether of the Stateof New York or any other jurisdictions) that would cause the application of thelaws of any jurisdictions other than the State of New York.

                11. CONSTRUCTION; HEADINGS. This Warrant shall be deemed to bejointly drafted by the Company and all the Buyers and shall not be construedagainst any person as the drafter hereof. The headings of this Warrant are forconvenience of reference and shall not form part of, or affect theinterpretation of, this Warrant.

                12. DISPUTE RESOLUTION.In the case of a dispute as to the determination of the Exercise Price or thearithmetic calculation of the Warrant Shares, the Company shall submit thedisputed determinations or arithmetic calculations via facsimile within twoBusiness Days of receipt of the Exercise Notice giving rise to such dispute, asthe case may be, to the Holder. If the Holder and the Company are unable toagree upon such determination or calculation of the Exercise Price or theWarrant Shares within three Business Days of such disputed determination orarithmetic calculation being submitted to the Holder, then the Company shall,within two Business Days thereafter submit via facsimile (a) the disputeddetermination of the Exercise Price to an independent, reputable investment bankselected by the Company and approved by the Holder or (b) the disputedarithmetic calculation of the Warrant Shares to the Company's independent,outside accountant. The Company shall cause at its expense the investment bankor the accountant, as the case may be, to perform the 

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determinations or calculations and notify the Company and the Holder of theresults no later than ten Business Days from the time it receives the disputeddeterminations or calculations. Such investment bank's or accountant'sdetermination or calculation, as the case may be, shall be binding upon allparties absent demonstrable error.

                13. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.The remedies provided in this Warrant shall be cumulative and in addition to allother remedies available under this Warrant and the other Transaction Documents,at law or in equity (including a decree of specific performance and/or otherinjunctive relief), and nothing herein shall limit the right of the Holder rightto pursue actual damages for any failure by the Company to comply with the termsof this Warrant. The Company acknowledges that a breach by it of its obligationshereunder will cause irreparable harm to the Holder and that the remedy at lawfor any such breach may be inadequate. The Company therefore agrees that, in theevent of any such breach or threatened breach, the holder of this Warrant shallbe entitled, in addition to all other available remedies, to an injunctionrestraining any breach, without the necessity of showing economic loss andwithout any bond or other security being required.

                14. TRANSFER. This Warrant may be offered for sale, sold,transferred or assigned without the consent of the Company, except as mayotherwise be required by Section2(f) of the Securities PurchaseAgreement.

                15. CERTAIN DEFINITIONS. For purposes of this Warrant, thefollowing terms shall have the following meanings:

                    (a) "**Bloomberg**" means Bloomberg Financial Markets.

                    (b) "**Business Day**" means any day other than Saturday, Sunday orother day on which commercial banks in The City of New York are authorized orrequired by law to remain closed.

                    (c) "**Common Stock**" means (i) the Company's shares of CommonStock, par value $0.10 per share, and (ii) any share capital into which suchCommon Stock shall have been changed or any share capital resulting from areclassification of such Common Stock.

                    (d) "**Closing Bid Price**" and "**Closing Sale Price**" means,for any security as of any date, the last closing bid price and last closingtrade price, respectively, for such security on the Principal Market, asreported by Bloomberg, or, if the Principal Market begins to operate on anextended hours basis and does not designate the closing bid price or the closingtrade price, as the case may be, then the last bid price or last trade price,respectively, of such security prior to 4:00:00 p.m., New York Time, as reportedby Bloomberg, or, if the Principal Market is not the principal securitiesexchange or trading market for such security, the last closing bid price or lasttrade price, respectively, of such security on the principal securities exchangeor trading market where such security is listed or traded as reported byBloomberg, or if the foregoing do not apply, the last closing bid price or lasttrade price, respectively, of such security in the over-the-counter market onthe electronic bulletin board for such security as reported by Bloomberg, or, ifno closing bid price or last trade price, respectively, is reported for  

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suchsecurity by Bloomberg, the average of the bid prices, or the ask prices,respectively, of any market makers for such security as reported in the "pinksheets" by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). Ifthe Closing Bid Price or the Closing Sale Price cannot be calculated for asecurity on a particular date on any of the foregoing bases, the Closing BidPrice or the Closing Sale Price, as the case may be, of such security on suchdate shall be the fair market value as mutually determined by the Company andthe Holder. If the Company and the Holder are unable to agree upon the fairmarket value of such security, then such dispute shall be resolved pursuant toSection 12. All such determinations to be appropriately adjusted for anystock dividend, stock split, stock combination or other similar transactionduring the applicable calculation period.

                    (e) "**Convertible Securities**" means any stock or securities(other than Options) directly or indirectly convertible into or exercisable orexchangeable for shares of Common Stock.

                    (f) "**Eligible Market**" means the Principal Market, The New YorkStock Exchange, Inc., the American Stock Exchange, The Nasdaq National Market orThe Nasdaq SmallCap Market.

                    (g) "**Expiration Date**" means June 8, 2008 or, if such date fallson a day other than a Business Day or on which trading does not take place onthe Principal Market (a "Holiday"), the next date that is not a Holiday.

                    (h) "**Fundamental Transaction**" means that the Company shall,directly or indirectly, in one or more related transactions, (i) consolidate ormerge with or into (whether or not the Company is the surviving corporation)another Person, or (ii) sell, assign, transfer, convey or otherwise dispose ofall or substantially all of the properties or assets of the Company to anotherPerson, or (iii) allow another Person to make a purchase offer, tender offer orexchange offer that is accepted by the holders of more than 50% of the Company'soutstanding voting securities (but excluding any voting securities held by thePerson or Persons making or party to, or any Person(s) associated or affiliatedwith such Person or Persons making or party to, such purchase offer, tenderoffer or exchange offer), or (iv) enter into a stock purchase agreement or otheragreement to effect any other business combination (including, withoutlimitation, a reorganization, recapitalization or spin-off) with another Personor Persons, whereby more than 50% of the Company's outstanding voting securitiesare acquired by such Person or Persons (excluding any voting securities of theCompany held by such Person or Persons making or party to, or any Person(s)associated or affiliated with such Person or Persons making or party to, suchstock purchase agreement or other agreement to effect such other businesscombination), or (v) change the members constituting its Board of Directors suchthat the individuals who constituted the Board of Directors on the SubscriptionDate or other governing body of the Company (together with any new directorswhose election to such Board of Directors or whose nomination for election bythe stockholders of the Company was approved by a vote of 662/3%of the directors then still in office who were either directors on theSubscription Date or whose election or nomination for election was previously soapproved), cease for any reason to constitute a majority of such Board ofDirectors then in office or (vi)****reorganize, recapitalize or reclassifyits Common Stock.

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                    (i) "**Options**" means any rights, warrants or options tosubscribe for or purchase shares of Common Stock or Convertible Securities.

                    (j) "**Parent Entity**" of a Person means an entity that, directlyor indirectly, controls the applicable Person and whose common stock orequivalent equity security is quoted or listed on an Eligible Market, or, ifthere is more than one such Person or Parent Entity, the Person or Parent Entitywith the largest public market capitalization as of the date of consummation ofthe Fundamental Transaction.

                    (k) "**Person**" means an individual, a limited liability company,a partnership, a joint venture, a corporation, a trust, an unincorporatedorganization, any other entity or a government or any department or agencythereof.

                    (l) "**Principal Market**" means the OTC Bulletin Board.

                    (m) "**Registration Rights Agreement**" means that certainregistration rights agreement by and among the Company and the Buyers, as may beamended or modified from time to time.

                    (n) "**Required Holders**" means the holders of the SPA Warrantsrepresenting at least a majority of shares of Common Stock underlying the SPAWarrants then outstanding.

                    (o) "**SPA Securities**" means the Shares, as defined in and issuedpursuant to the Securities Purchase Agreement.

                    (p) "**Successor Entity**" means the Person (or, if so elected bythe Required Holders, the Parent Entity) formed by, resulting from or survivingany Fundamental Transaction or the Person (or, if so elected by the RequiredHolders, the Parent Entity) with which such Fundamental Transaction shall havebeen entered into.

                    (q) "**Trading Day**" means any day on which the Common Stock aretraded on the Principal Market, or, if the Principal Market is not the principaltrading market for the Common Stock, then on the principal securities exchangeor securities market on which the Common Stock are then traded; provided that"Trading Day" shall not include any day on which the Common Stock are scheduledto trade on such exchange or market for less than 4.5 hours or any day that theCommon Stock are suspended from trading during the final hour of trading on suchexchange or market (or if such exchange or market does not designate in advancethe closing time of trading on such exchange or market, then during the hourending at 4:00:00 p.m., New York Time).
**[Signature Page Follows]**
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                IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase CommonStock to be duly executed as of the Issuance Date set out above.
 **Minrad International, Inc.**   By:  Name:  Title: **EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON STOCK

MINRAD INTERNATIONAL, INC.

                    The undersigned holder hereby exercises the right topurchase _______________ of the shares of Common Stock ("Warrant Shares") ofMinrad International, Inc., a Delaware corporation (the "Company"), evidenced bythe attached Warrant to Purchase Common Stock (the "Warrant"). Capitalized termsused herein and not otherwise defined shall have the respective meanings setforth in the Warrant.

                    1. Form of Exercise Price. The Holder intends thatpayment of the Exercise Price shall be made as:

                                        ____________ a "Cash Exercise"with respect to _________________ Warrant Shares; and/or

                                        ____________ a "Cashless Exercise"with respect to _______________ Warrant Shares.

                    2. Payment of Exercise Price. In the event that theholder has elected a Cash Exercise with respect to some or all of the WarrantShares to be issued pursuant hereto, the holder shall pay the Aggregate ExercisePrice in the sum of $___________________ to the Company in accordance with theterms of the Warrant.

                    3. Delivery of Warrant Shares. The Company shall deliverto the holder __________ Warrant Shares in accordance with the terms of theWarrant.

                    4. Conversion Limitation. The Holder represents andwarrants that after giving effect to the exercise of the Warrant, such Person(together with such Person's affiliates) would not beneficially own in excess ofthe Conversion Limitation of the shares of Common Stock outstanding immediatelyafter giving effect to such exercise determined in accordance with Section1(f)(i) of the Warrant.

Date: _______________ __, ______

_____________________________

     Name of Registered Holder
** 

By:   
Name:  
Title:  
Address:         Employer Identification Number,     Social Security Number or other identifying number:    

 

ACKNOWLEDGMENT

                    The Company hereby acknowledges this Exercise Notice andhereby directs American Stock Transfer & Trust Company to issue the aboveindicated number of shares of Common Stock in accordance with the Transfer AgentInstructions dated June __, 2005 from the Company and acknowledged and agreed toby American Stock Transfer & Trust Company.
** 
MINRAD INTERNATIONAL, INC.
 
By:   
Name:  
Title:

 

**ASSIGNMENT FORM**
****
(To Be Executed Upon Transfer of Warrant)
****
FOR VALUE RECEIVED, ______________________________ hereby sells, assigns andtransfers to the transferee named below the rights to purchase _____ of thenumber of Warrant Shares under this Warrant, together with all rights, title andinterest therein. The rights to purchase the remaining Warrant Shares shallremain the property of the undersigned. This includes a transfer of theregistration rights.
**   [NAME OF HOLDER]    
    By:     
Signature                   Name:     
(Please Print)                  Title:    Address:                   
Employer Identification Number,    

Social Security Number or other 

identifying number:__________________
 

TRANSFEREE:

Name:_____________________________________

                                      (Please Print)

Address:__________________________________

             __________________________________

             __________________________________
** **
Employer Identification Number,

Social Security Number or other

identifying number:_______________________********