Exhibit B

REGISTRATION RIGHTS AGREEMENT

                THIS REGISTRATION RIGHTS AGREEMENT (this "**Agreement**"),is entered into as of June 28, 2005, by and among Minrad International, Inc., aDelaware corporation (the "**Company**") and the buyers identified as buyerssubsequent to June 10, 2005 on the Schedule of Buyers attached hereto as Exhibit A (each, a "**Buyer**" and, collectively, the "**Buyers**").

                THE PARTIES TO THIS AGREEMENT enter into this agreementon the basis of the following facts, intentions and understanding:

                A.     The Company and the Buyers entered into a SecuritiesPurchase Agreements, dated as of June 28, 2005 (the "**Securities PurchaseAgreement**"), and, upon the terms and subject to the conditions of theSecurities Purchase Agreement, the Company has agreed to issue and sell to theBuyers an aggregate of (i) [725] shares (the "**Shares**") of the Company'sSeries A Convertible Preferred Stock, $0.25 par value (the "**Preferred Stock**"),which will be convertible into shares of the Company's common stock, $0.01 parvalue (the "**Common Stock**") (which aggregate number for all Buyers will be[362,500] shares of Common Stock) (as converted, collectively the "**ConversionShares**") in accordance with the terms of the Company's Certificate ofDesignations, Preferences and Rights of Series A Convertible Preferred Stock(the "**Certificate of Designations**"), and (ii) Warrants (as the same maybe amended, modified or supplemented from time to time in accordance with theterms thereof, the "**Warrants**") to purchase in the aggregate up to[181,250] shares of Common Stock (as exercised, collectively, the "**WarrantShares**").

                B.     To induce the Buyers to execute and deliver the SecuritiesPurchase Agreement, the Company has agreed to provide certain registrationrights to the Buyers under the Securities Act of 1933, as amended, and the rulesand regulations thereunder, or any similar successor statute (collectively, the"**1933 Act**"), and applicable state securities laws.

                NOW, THEREFORE, in consideration of the promises and themutual covenants contained herein and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the Company and eachof the Buyers hereby agree as follows:

                1.       Definitions. As used in this Agreement, thefollowing terms shall have the following meanings:

                        "**Business Day**" means any day other than Saturday,Sunday or any other day on which commercial banks in The City of New York arerequired by law to remain closed.

                        "**Commission**" means the Securities and ExchangeCommission. 

                        "**Investor**"means each Buyer and any transferee or assignee thereof to whom a Buyer assignsits rights under this Agreement and who agrees to become bound by the provisionsof this Agreement in accordance with Section 9 of this Agreement, and anysubsequent transferee or assignee thereof to whom a transferee or assigneeassigns its rights under this 

 

Agreement and who agrees to become bound by the provisions ofthis Agreement in accordance with Section 9 of this Agreement. 

                        "**Person**" means an individual, a limited liabilitycompany, a partnership, a joint venture, a corporation, a trust, anunincorporated organization or association and governmental or any department oragency thereof.

                        "**register**," "**registered**," and "**registration**"means a registration effected by preparing and filing one or more RegistrationStatements (as defined below) in compliance with the 1933 Act and pursuant toRule 415 under the 1933 Act or any successor rule providing for offeringsecurities on a continuous or delayed basis ("**Rule 415**"), and thedeclaration or ordering of effectiveness of such Registration Statements by theCommission.

                        "**Registrable Securities**" means (i) the ConversionShares, (ii) the maximum number of Dividend Shares issued or issuable inconnection with the Shares, assuming all of the Shares remain outstandingthrough the Maturity Date (as defined in the Certificate of Designations) andassuming no conversions or redemptions of the Shares prior to Maturity Date(iii) the Warrant Shares issued or issuable upon exercise of the Warrants, (iv)any shares of capital stock issued or issuable with respect to securitiesreferenced in the preceding clause, as a result of any stock split, stockdividend, recapitalization, exchange or similar event or otherwise, withoutregard to any limitations on exercise of the Warrants, (v) any shares of capitalstock of any entity issued in respect of the capital stock referenced in theimmediately preceding clauses as a result of a merger, consolidation, sale ofassets, sale or exchange of capital stock or other similar transaction;provided, that any Registrable Securities that have been sold pursuant to aRegistration Statement or Rule 144 promulgated under the 1933 Act shall nolonger be Registrable Securities.

                        "**Registration Statement**" means a registrationstatement or registration statements of the Company filed under the 1933 Act andcovering all of the Registrable Securities.

                Capitalized terms used herein and not otherwise definedherein shall have the respective meanings set forth in the Securities PurchaseAgreement.

                2.   Registration.

                            a.     Mandatory Registration. The Company shall use its best efforts to prepareand, as soon as practicable but in no event later than 10 business days afterthe Closing Date (as defined in the Securities Purchase Agreement) "(the "**FilingDeadline**"), file with the Commission a Registration Statement on Form SB-2covering the resale of all of the Registrable Securities. In the event that FormSB-2 is unavailable for such a registration, the Company shall use such otherform as is available for such a registration, subject to the provisions ofSection 2(d) of this Agreement. The Registration Statement prepared pursuanthereto shall register the Registrable Securities for resale, including at least130% of the number of Conversion Shares and Warrant Shares issuable uponconversion of the Shares and upon exercise of the Warrants by the Investors fromtime to time in accordance with the methods of distribution elected by suchInvestors. The Registration Statement shall contain (except if otherwisedirected by the holders  

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of at least a majority of the Registrable Securities)the "Selling Securityholders" and "Plan of Distribution" sections insubstantially the form attached hereto as Exhibit B, subject tomodification to include information regarding sales of shares by sellingsecurityholders other than the holders of Registrable Securities. The Companyshall use reasonable efforts to have the Registration Statement declaredeffective by the Commission as soon as practicable, but not later than 90calendar days after the Closing Date (the "**Effectiveness Deadline**").

                            b.    Allocation of Registrable Securities. The initialnumber of Registrable Securities included in any Registration Statement and eachincrease in the number thereof included therein shall be allocated pro rataamong the Investors based on the number of Registrable Securities held by eachInvestor at the time the Registration Statement covering such initial number ofRegistrable Securities or increase thereof is declared effective by theCommission. In the event that an Investor sells or otherwise transfers any ofsuch Investor's Registrable Securities, each transferee shall be allocated theportion of the then remaining number of the applicable Registrable Securitiesincluded in such Registration Statement allocable to the transferor. Except withrespect to any securities indicated in Exhibit C that may be included in anyRegistration Statement with the Registrable Securities, in no event shall theCompany include any securities other than Registrable Securities on anyRegistration Statement without the prior written consent of the Investorsholding at least a majority in interest of the applicable RegistrableSecurities, determined as if all Shares and Warrants then outstanding had beenconverted and exercised for Conversion Shares and Warrant Shares without regardto any limitations on exercise of the Shares and the Warrants (the "**RequiredHolders**").

                            c.     Legal Counsel. Subject to Section 5 of this Agreement, the Required Holdersin interest of the Registrable Securities shall have the right to select onelegal counsel to review and comment upon any registration pursuant to thisAgreement ( the "**Legal Counsel**"), which the Investors agree shall be suchcounsel as is designated in writing by the Required Holders in a notice to theother Investors and to the Company. The counsel designated in writing by theRequired Holders shall not represent any Investor that sends such counselwritten notice that such Investor does not wish such counsel to represent it inconnection with the matters discussed in this Section 2(c). The Investors, otherthan any Investor that delivers the notice discussed in the preceding sentence,hereby waive any conflict of interest or potential conflict of interest that mayarise as a result of the representation of such Investors by the Legal Counselin connection with the subject matter of this Agreement. This provision will notprohibit any other counsel to an Investor from reviewing and commenting on anyregistration filed pursuant to this Agreement at no cost to the Company.

                            d.    Ineligibility for Form SB-2. If Form SB-2 is not available for theregistration of the resale of the Registrable Securities hereunder or theCompany is not permitted by the 1933 Act or the Commission to use Form SB-2,then the Company shall (i) register the resale of the Registrable Securities onanother appropriate form reasonably acceptable to the Required Holders and (ii)undertake to register the Registrable Securities on Form SB-2 as soon as suchform is available; provided, however, that the Company shall maintain theeffectiveness of the Registration Statement then in effect until such time as aRegistration Statement on Form SB-2 covering all of the Registrable Securitieshas been declared effective by the Commission or, if earlier, until the end ofthe Registration Period (as defined in Section 3(a).

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                            e.     Sufficient Number of Shares Registered. In the event the number of sharesregistered under a Registration Statement filed pursuant to Section 2(a) of thisAgreement is insufficient to cover all of the Conversion Shares, the DividendShares and Warrant Shares or all of an Investor's allocated portion of theConversion Shares and Warrant Shares pursuant to Section 2(b) of this Agreement,the Company shall amend the Registration Statement, or file a new RegistrationStatement (on the short form available therefor, if applicable), or both, so asto cover at least one hundred and thirty percent (130%) of the number of suchConversion Shares and Warrant Shares as of the trading day immediately precedingthe date of the filing of such amendment and/or new Registration Statement, ineach case, as soon as practicable, but in no event later than fifteen (15) daysafter the necessity therefor arises. The Company shall use its reasonableefforts to cause such amendment and/or new Registration Statement to becomeeffective as soon as practicable following the filing thereof. The calculationof the number of shares of Common Stock sufficient to cover all of the Sharesshall be made without regard to any limitations on the conversion of the Shares,and such calculation shall assume the Shares are then convertible intoConversion Shares and assuming the maximum number of Dividend Shares relating tothe Shares will be issued, assuming all of the Shares remain outstanding throughthe Maturity Date (as defined in the Certificate of Designations) and noconversions or redemptions of the Shares prior to the Maturity Date, at theConversion Price (as defined in the Certificate of Designations). Thecalculation of the number of shares sufficient to cover all of the WarrantShares shall be made without regard to any limitations on the exercise of theWarrants, and such calculation shall assume that all of the Warrants are thenexercisable for, shares of Common Stock at the then prevailing Warrant ExercisePrice (as defined in the Warrants).

                            f. Effect of Failure to File and Obtain and Maintain Effectiveness of RegistrationStatement. Subject to any elections made pursuant to Section 4(b), if (i) aRegistration Statement covering all the Registrable Securities is not filed withthe Commission on or before the Filing Deadline or is not declared effective bythe Commission on or before the Effectiveness Deadline, (ii) a RegistrationStatement covering all of the Registrable Securities required to be coveredthereby, as described in Section 2(e) of this Agreement, is not filed with theCommission on or before the deadline described in Section 2(e) of this Agreementor is not declared effective by the Commission on or before the deadlinedescribed in Section 2(e) of this Agreement, (iii) on any day after suchRegistration Statement has been declared effective by the Commission, sales ofall of the Registrable Securities required to be included on such RegistrationStatement cannot be made as a matter of law (other than during an AllowableGrace Period (as defined in Section 3(n) of this Agreement) pursuant to suchRegistration Statement (including, without limitation, because of a failure tokeep such Registration Statement effective, to disclose such information as isnecessary for sales to be made pursuant to such Registration Statement or toregister a sufficient number of shares of Common Stock but excluding failurescaused solely by a breach of the applicable Investor's obligations hereunder),or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceedsthe length of an Allowable Grace Period (each of the items described in clauses(i), (ii), (iii) and (iv) above shall be referred to as a "**Registration Delay**"),then, as partial relief for the damages to any holder by reason of any suchdelay in or reduction of its ability to sell the underlying shares of CommonStock (which remedy shall not be exclusive of any other remedies available atlaw or in equity) the Company shall pay on the occurrence of each RegistrationDelay and every thirtieth day (pro rated for periods totaling less than thirtydays) thereafter until such Registration Delay is cured, (the Company shall, foreach such day, pay each Investor in cash, as liquidated damages and not as apenalty, an  

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amount equal to 0.033% of the Purchase Price of the Shares andWarrants purchased by such Investor with respect to any such failure; and forany such day. Such payment shall be made no later than the first business day ofthe calendar month next succeeding the month in which such day occurs; provided,however, that the aggregate amount of such damages shall not exceed 25% of thePurchase Price of the Shares and Warrants purchased by the Investor. Thepayments to which a holder shall be entitled pursuant to this Section 2(f) arereferred to herein as "**Registration Delay Payments**." The RegistrationDelay Payments shall be paid in cash on the earlier of (A) the last day of thecalendar month during which such Registration Delay Payments are incurred and(B) the third Business Day after the event or failure giving rise to theRegistration Delay Payments is cured. In the event the Company fails to makeRegistration Delay Payments in a timely manner, such Registration Delay Paymentsshall bear interest at the rate of one and two-tenths percent (1.2%) per month(prorated for partial months) until paid in full.

                3.    Related Obligations. At such time as the Companyis obligated to file a Registration Statement with the Commission pursuant toSection 2(a), 2(d) or 2(e) of this Agreement, the Company will use reasonableefforts to effect the registration of all of the Registrable Securities inaccordance with the intended method of disposition thereof and, pursuantthereto, the Company shall have the following obligations:

                            a.     TheCompany shall promptly prepare and file with the Commission a RegistrationStatement with respect to all of the Registrable Securities (but in no eventlater than the applicable Filing Deadline) and use reasonable efforts to causesuch Registration Statement relating to all of the Registrable Securitiesrequired to be covered thereby to become effective as soon as practicable aftersuch filing (but in no event later than the applicable Effectiveness Deadline).The Company shall submit to the SEC, within two (2) Business Days after theCompany learns that no review of a particular Registration Statement will bemade by the staff of the SEC or that the staff has no further comments on aparticular Registration Statement, as the case may be, a request foracceleration of effectiveness of such Registration Statement to a time and datenot later than 48 hours after the submission of such request. The Company shall,subject to the terms of this Agreement, keep each Registration Statementeffective pursuant to Rule 415 at all times during the period from the date itis initially declared effective until the earliest of (i) the second anniversaryof the date such Registration Statement is filed, (ii) the date as of which allof the Investors (other than any Investors who are "affiliates" of the Companyas such term is used in Rule 144(k) promulgated under the 1933 Act) may sell allof the Registrable Securities without restriction pursuant to Rule 144(k) (orthe successor rule thereto) promulgated under the 1933 Act or (iii) the date onwhich all of the Investors shall have sold all of the Registrable Securities(the "**Registration Period**"), which Registration Statement, as of itsfiling and effective dates and each day thereafter (including all amendments orsupplements thereto, as of their respective filing and effective dates and eachday thereafter), shall not contain any untrue statement of a material fact oromit to state a material fact required to be stated therein, or necessary tomake the statements therein, not misleading, and the prospectus contained insuch Registration Statement, as of its filing date and each day thereafter(including all amendments and supplements thereto, as of their respective filingdates and each day thereafter), shall not contain any untrue statement of amaterial fact or omit to state a material fact required to be stated thereon, ornecessary to make the statements therein, in light of the circumstances in whichthey were made, not misleading.

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                            b.    Subject to Section 3(n) of this Agreement, the Company shall prepare and filewith the Commission such amendments (including post-effective amendments) andsupplements to the Registration Statement and the prospectus used in connectionwith such Registration Statement, which prospectus is to be filed pursuant toRule 424 (or any successor rule thereto) promulgated under the 1933 Act, as maybe necessary to keep such Registration Statement effective at all times duringthe Registration Period, and, during such period, comply with the provisions ofthe 1933 Act. In the case of amendments and supplements to a RegistrationStatement and the prospectus used in connection with such Registration Statementwhich are required to be filed pursuant to this Agreement (including pursuant tothis Section 3(b)) by reason of the Company filing a report on Form 10-K, Form10-Q or Form 8-K or any analogous report under the Securities Exchange Act of1934, as amended, and the rules and regulations thereunder, or any similarsuccessor statute (the "**1934 Act**"), the Company shall have incorporatedsuch report by reference into such Registration Statement, if applicable, orshall file such amendments or supplements with the Commission on the same day onwhich the 1934 Act report is filed which created the requirement for the Companyto amend or supplement such Registration Statement and prospectus.

                            c.     TheCompany shall permit Legal Counsel, or if no Legal Counsel shall have beenchosen by the Investors, the Investors, to review and provide written commentupon each Registration Statement, prospectus and all amendments and supplementsthereto at least three (3) Business Days prior to their filing with theCommission (provided, however, that if the comments of Legal Counsel made withinthree (3) Business Days of the filing of the Registration Statement shallrequire any changes in Registration Statement prior to its filing, thenapplicable deadlines for filing and effectiveness of the Registration Statementshall be extended by three (3) Business Days). The Company shall furnish to theInvestors and Legal Counsel, without charge, (i) promptly after receipt of suchcorrespondence, copies of all correspondence from the Commission or the staff ofthe Commission to the Company or its representatives relating to eachRegistration Statement, prospectus and all amendments and supplements thereto,(ii) promptly after the same is prepared and filed with the Commission, one (1)copy of each Registration Statement, prospectus and all amendments andsupplements thereto, including all exhibits and financial statements relatedthereto, and (iii) promptly upon the effectiveness of each RegistrationStatement and each amendment and supplement thereto, one (1) copy of theprospectus included in each such Registration Statement and all amendments andsupplements thereto. The Company agrees that it will, and it will cause itscounsel to, consider in good faith any comments or objections from LegalCounsel, or if no Legal Counsel shall have been selected, the Investors, as tothe form or content of each Registration Statement, prospectus and allamendments or supplements thereto or any request for acceleration of theeffectiveness of each Registration Statement, prospectus and all amendments orsupplements thereto.

                            d.     Intentionally omitted].

                            e.     Subject to Section 3(n) of this Agreement, and excluding any Registrable Sharesheld by Investors electing to exclude their Registrable Shares from theRegistration Statement under Section 4(b), the Company shall use reasonableefforts to (i) promptly register and qualify, unless an exemption fromregistration and qualification applies, the resale of the Registrable Securitiesunder such other securities or "blue sky" laws of all applicable jurisdictionsin the United States as any holder of Registrable Shares reasonably  

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requests inwriting, (ii) promptly prepare and file in those jurisdictions, such amendments(including post-effective amendments) and supplements to such registrations andqualifications as may be necessary to maintain the effectiveness thereof duringthe Registration Period, (iii) promptly take such other actions as may bereasonably necessary to maintain such registrations and qualifications in effectat all times during the Registration Period, and (iv) promptly take all otheractions reasonably necessary or advisable to qualify the Registrable Securitiesfor sale in such jurisdictions; provided, however, that the Company shall not berequired in connection therewith or as a condition thereto to file a generalconsent to service of process in any such jurisdiction, except in suchjurisdictions where the Company is subject to service of process. The Companyshall promptly notify each Investor who holds Registrable Securities and LegalCounsel of the receipt by the Company of any notification with respect to thesuspension of the registration or qualification of any of the RegistrableSecurities for sale under the securities or "blue sky" laws of any jurisdictionin the United States or its receipt of notice of the initiation or threateningof any proceeding for such purpose.

                            f.     Notwithstanding anything to the contrary set forth herein, as promptly aspracticable after becoming aware of such event, the Company shall notify eachInvestor and Legal Counsel in writing of the happening of any event as a resultof which (i) the Registration Statement or any amendment or supplement thereto,as then in effect, includes an untrue statement of a material fact or omissionto state a material fact required to be stated therein or necessary to make thestatements therein not misleading or (ii) the prospectus related to suchRegistration Statement or any amendment or supplement thereto includes an untruestatement of a material fact or omission to state a material fact required to bestated therein or necessary to make the statements therein, in light of thecircumstances under which they were made, not misleading, and, subject toSection 3(n) of this Agreement, promptly prepare a supplement or amendment tosuch Registration Statement and prospectus to correct such untrue statement oromission, and deliver such number of copies of such supplement or amendment toeach Investor and Legal Counsel as such Investor or Legal Counsel may reasonablyrequest. The Company shall also promptly notify each Investor and Legal Counselin writing (i) when a prospectus and each prospectus supplement or amendmentthereto has been filed, and when a Registration Statement and each amendment(including post-effective amendments) and supplement thereto has been declaredeffective by the Commission (notification of such effectiveness shall bedelivered to each Investor and Legal Counsel by facsimile on the same day ofsuch effectiveness and by overnight mail), (ii) of any request by the Commissionfor amendments or supplements to a Registration Statement or related prospectusor related information, and (iii) of the Company's reasonable determination thatan amendment (including any post-effective amendment) or supplement to aRegistration Statement or prospectus would be appropriate (subject to Section3(n) hereof).

                                g.     Subject to Section 3(n) of this Agreement, the Company shall use reasonableefforts to (i) prevent the issuance of any stop order or other suspension ofeffectiveness of a Registration Statement, or the suspension of thequalification of any of the Registrable Securities for sale in any jurisdiction,(ii) if such an order or suspension is issued, obtain the withdrawal of suchorder or suspension at the earliest practicable moment and notify each holder ofRegistrable Securities and Legal Counsel of the issuance of such order and theresolution thereof or its receipt of notice of the initiation or threat of anyproceeding for such purpose.

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                                h.     TheCompany shall hold in confidence and not make any disclosure of informationconcerning an Investor provided to the Company unless (i) disclosure of suchinformation is necessary to comply with United States federal or statesecurities laws, (ii) the disclosure of such information is necessary to avoidor correct a misstatement or omission in any Registration Statement, prospectusor any amendment or supplement thereto, (iii) the release of such information isordered pursuant to a subpoena or other final, non-appealable order from a courtor governmental body of competent jurisdiction, or (iv) such information hasbeen made generally available to the public other than by disclosure inviolation of this Agreement or any other agreement. The Company agrees that itshall, upon learning that disclosure of such information concerning an Investoris sought in or by a court or governmental body of competent jurisdiction orthrough other means, unless ordered or requested by the Commission or othergovernmental authority not to do so, give prompt written notice to such Investorand allow such Investor, at the Investor's expense, to undertake appropriateaction to prevent disclosure of, or to obtain a protective order for, suchinformation.

                                i.     TheCompany shall use reasonable efforts to cause all the Conversion Shares, theDividend Shares and Warrant Shares to be listed on each securities exchange onwhich securities of the same class or series issued by the Company are thenlisted, if any, if the listing of such Conversion Shares, the Dividend Sharesand Warrant Shares is then permitted under the rules of such exchange. TheCompany shall pay all fees and expenses in connection with satisfying itsobligation under this Section 3(i).

                                j.     Inconnection with any sale or transfer of Registrable Securities pursuant to aRegistration Statement, the Company shall cooperate with the Investors who holdRegistrable Securities being offered and, to the extent applicable, facilitatethe timely preparation and delivery of certificates (not bearing any restrictivelegend) representing the Registrable Securities to be offered pursuant to aRegistration Statement and enable such certificates to be in such denominationsor amounts, as the case may be, as the Investors may reasonably request and,registered in such names as the Investors may request.

                                k.     Ifrequested by an Investor, the Company shall (i) as soon as practicable,incorporate in each prospectus supplement or post-effective amendment to theRegistration Statement such information as an Investor provides in writing andreasonably requests to be included therein relating to the sale and distributionof the Registrable Securities, and (ii) as soon as practicable, make allrequired filings of such prospectus supplement or post-effective amendment afterbeing notified of the matters to be incorporated in such prospectus supplementor post-effective amendment.

                                l.     TheCompany shall comply with all applicable rules and regulations of the Commissionin connection with any registration hereunder.

                               m.     Within two (2) Business Days after a Registration Statement is ordered effectiveby the Commission the Company will so notify the transfer agent for theRegistrable Securities and the Investors whose Registrable Securities areincluded in the Registration Statement.

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                                n.     Notwithstanding anything to the contrary herein, at any time after aRegistration Statement has been declared effective by the Commission, theCompany may delay the disclosure of material non-public information concerningthe Company if the disclosure of such information at the time is not, in thegood faith judgment of the Board of Directors of the Company relying upon theopinion of counsel, in the best interests of the Company (a "**Grace Period**");provided, however, that the Company shall promptly (i) notify the Investors inwriting of the existence of material non-public information giving rise to aGrace Period (provided that the Company shall not disclose the content of suchmaterial non-public information to the Investors) and the date on which theGrace Period will begin, and (ii) notify the Investors in writing of the date onwhich the Grace Period ends; provided further, that no single Grace Period shallexceed fifteen (15) consecutive days, and during any three hundred sixty-five(365) day period, the aggregate of all of the Grace Periods shall not exceed anaggregate of thirty (30) days and the first day of any Grace Period must be atleast five (5) trading days after the last day of any prior Grace Period (eachGrace Period complying with this provision being an "**Allowable Grace Period**").For purposes of determining the length of a Grace Period, the Grace Period shallbe deemed to begin on and include the date the Investors receive the noticereferred to in clause (i) above and shall end on and include the later of thedate the Investors receive the notice referred to in clause (ii) above and thedate referred to in such notice; provided, however, that no Grace Period shallbe longer than an Allowable Grace Period. The provisions of Section 3(g) of thisAgreement shall not be applicable during the period of any Allowable GracePeriod. Upon expiration of the Grace Period, the Company shall again be bound bythe first sentence of Section 3(f) of this Agreement.

                                o.     If reasonably requested in writing in connection with anydisposition of Registrable Securities pursuant to a Registration Statement, makereasonably available for inspection during normal business hours by arepresentative for the Investors of such Registrable Securities and anybroker-dealers, attorneys and accountants retained by such Investors, allrelevant financial and other records, pertinent corporate documents andproperties of the Company and its subsidiaries, and cause the appropriateexecutive officers, directors and designated employees of the Company and itssubsidiaries to make reasonably available for inspection during normal businesshours all relevant information reasonably requested by such representative forthe Investors or any such broker-dealers, attorneys or accountants in connectionwith such disposition, in each case as is customary for similar "due diligence"examinations; provided, however, that any information that is designated by theCompany, in good faith, as confidential at the time of delivery of suchinformation shall be kept confidential by such Persons, unless disclosurethereof is made in connection with a court, administrative or regulatoryproceeding or required by law, or such information has become available to thepublic generally through the Company or through a third party without anaccompanying obligation of confidentiality.

                                p.     The Company shall make generally available to its securityholders as soon as practical, but not later than ninety (90) days after theclose of the period covered thereby, an earnings statement (in form complyingwith, and in the manner provided by, the provisions of Rule 158 under the 1933Act) covering a twelve-month period beginning not later than the first day ofthe Company's fiscal quarter next following the effective date of a RegistrationStatement.

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                        4.Obligations of the Investors.

                                a.     Atleast three (3) Business Days prior to the first anticipated filing date of aRegistration Statement, the Company shall notify each Investor in writing of theinformation the Company requires from each such Investor if such Investor electsto have any of such Investor's Registrable Securities included in suchRegistration Statement. It shall be a condition precedent to the obligations ofthe Company to complete the registration pursuant to this Agreement with respectto the Registrable Securities of a particular Investor that such Investor shallfurnish to the Company such information regarding itself, the RegistrableSecurities held by it and the intended method of disposition of the RegistrableSecurities held by it as shall be reasonably required to effect theeffectiveness of the registration of such Registrable Securities and shallexecute such documents in connection with such registration as the Company mayreasonably request. Each Investor shall promptly notify the Company of anymaterial change with respect to such information previously provided to theCompany by such Investor.

                                b.     Each Investor agrees to cooperate with the Company as reasonably requested bythe Company in connection with the preparation and filing of any RegistrationStatement hereunder, unless such Investor has notified the Company in writing ofsuch Investor's election to exclude all of such Investor's RegistrableSecurities from such Registration Statement, in which case, such Investor doesnot need to cooperate with the Company until it notifies the Company of itsdesire to include one or more shares of the Registrable Securities in suchRegistration Statement.

                                c.   Each Investor agrees that, upon receipt of any notice from the Company of thehappening of any event of the kind described in Section 3(g) or 3(n) of thisAgreement or the first sentence of Section 3(f) of this Agreement, such Investorwill immediately discontinue disposition of Registrable Securities pursuant toany Registration Statements covering such Registrable Securities until suchInvestor's receipt of the copies of the amended or supplemented prospectuscontemplated by Section 3(g) of this Agreement or the first sentence of Section3(f) of this Agreement or receipt of notice that no amendment or supplement isrequired and, if so directed by the Company, such Investor shall deliver to theCompany (at the expense of the Company) or destroy (and deliver to the Company acertificate of destruction) all copies of the prospectus covering suchRegistrable Securities current at the time of receipt of such notice (other thana single file copy, which such Investor may keep) in such Investor's possession.

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                        5.     Expenses of Registration. All expenses, other thanunderwriting discounts and commissions, incurred in connection withregistrations, filings or qualifications pursuant to Sections 2 and 3 of thisAgreement, including, without limitation, all registration, listing andqualifications fees, printers and accounting fees, transfer agent fees and feesand disbursements of counsel for the Company, shall be paid by the Company. TheCompany shall pay all of the Investors' reasonable costs (but not including feesand disbursements of Legal Counsel) incurred in connection with theregistration, filing or qualification pursuant to this Agreement.

                        6.    Indemnification. In the event any RegistrableSecurities are included in a Registration Statement under this Agreement:

                               a.     Tothe fullest extent permitted by law, the Company will, and hereby does,indemnify, hold harmless and defend each Investor, the directors, officers,members, partners, employees, agents, representatives of, and each Person, ifany, who controls any Investor within the meaning of the 1933 Act or the 1934Act (each, an "**Indemnified Person**"), against any losses, claims, damages,liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys'fees, amounts paid in settlement or expenses, joint or several, (collectively, "**Claims**")incurred in investigating, preparing or defending any action, claim, suit,inquiry, proceeding, investigation or appeal taken from the foregoing by orbefore any court or governmental, administrative or other regulatory agency,body or the Commission, whether pending or threatened, whether or not anindemnified party is or may be a party thereto ("**Indemnified Damages**"),to which any of them may become subject insofar as such Claims (or actions orproceedings, whether commenced or threatened, in respect thereof) arise out ofor are based upon (i) any untrue statement or alleged untrue statement of amaterial fact in a Registration Statement or any amendment (includingpost-effective amendments) or supplement thereto or in any filing made inconnection with the qualification of the offering under the securities or other"blue sky" laws of any jurisdiction in which the Registrable Securities areoffered ("**Blue Sky Filing**"), or the omission or alleged omission to statea material fact required to be stated therein or necessary to make thestatements therein not misleading, (ii) any untrue statement or alleged untruestatement of a material fact contained in any preliminary prospectus ifauthorized for use by the Company prior to the effective date of suchRegistration Statement, or contained in the final prospectus (as amended orsupplemented, if any) or the omission or alleged omission to state therein anymaterial fact necessary to make the statements made therein, in light of thecircumstances under which the statements therein were made, not misleading,(iii) any violation or alleged violation by the Company of the 1933 Act, the1934 Act, any other law, including, without limitation, any state securitieslaw, or any rule or regulation thereunder relating to the offer or sale of theRegistrable Securities pursuant to a Registration Statement, or (iv) anymaterial violation of this Agreement by the Company (the matters in theforegoing clauses (i) through (iv) being, collectively, "**Violations**").Subject to Section 6(c) of this Agreement, the Company shall reimburse theIndemnified Persons, promptly as such expenses are incurred and are due andpayable, for any legal fees or other reasonable expenses incurred by them inconnection with investigating or defending any such Claim. Notwithstandinganything to the contrary contained herein, the indemnification agreementcontained in this Section 6(a): (i) shall not apply to a Claim by an IndemnifiedPerson arising out of or based upon a Violation which occurs in reliance uponand in conformity with information furnished in writing to the Company by suchIndemnified Person or its Legal Counsel expressly for use in connection with thepreparation of the Registration Statement or any such amendment  

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thereof orsupplement thereto; (ii) shall not be available to the extent such Claim isbased on a failure of the Investor to deliver or to cause to be delivered theprospectus made available by the Company, including a corrected prospectus, ifsuch prospectus or corrected prospectus was timely made available by the Companypursuant to Section 3(d) of this Agreement; and (iii) shall not apply to amountspaid in settlement of any Claim if such settlement is effected without the priorwritten consent of the Company, which consent shall not be unreasonablywithheld, conditioned or delayed. Such indemnity shall remain in full force andeffect regardless of any investigation made by or on behalf of the IndemnifiedPerson and shall survive the transfer of the Registrable Securities by theInvestors pursuant to Section 9 of this Agreement.

                               b.     Inconnection with any Registration Statement in which an Investor isparticipating, each such Investor agrees to severally and not jointly indemnify,hold harmless and defend, to the same extent and in the same manner as is setforth in Section 6(a) of this Agreement, the Company, each of its directors,each of its officers who signs the Registration Statement, its agents and eachPerson, if any, who controls the Company within the meaning of the 1933 Act orthe 1934 Act (each, an "**Indemnified Party**"), against any Claims orIndemnified Damages to which any of them may become subject, under the 1933 Act,the 1934 Act or otherwise, insofar as such Claims or Indemnified Damages ariseout of or are based upon any Violation (including for purposes of thisparagraph, a material violation of this Agreement by the Investor), in each caseto the extent, and only to the extent, that such Violation occurs in relianceupon and in conformity with written information furnished to the Company by suchInvestor or its Legal Counsel expressly for use in connection with suchRegistration Statement and, subject to Section 6(c) of this Agreement, suchInvestor will reimburse any legal or other expenses reasonably incurred by anIndemnified Party in connection with investigating or defending any such Claim;provided, however, that the indemnification agreement contained in this Section6(b) and the agreement with respect to contribution contained in Section 7 ofthis Agreement shall not apply to amounts paid in settlement of any Claim ifsuch settlement is effected without the prior written consent of such Investor,which consent shall not be unreasonably withheld or delayed; provided, further,that the Investor shall be liable under this Section 6(b) for only that amountof the Claims and Indemnified Damages as does not exceed the net proceeds tosuch Investors as a result of the sale of Registrable Securities pursuant tosuch Registration Statement. Such indemnification agreement shall remain in fullforce and effect regardless of any investigation made by or on behalf of suchIndemnified Party and shall survive the transfer of the Registrable Securitiesby the Investors pursuant to Section 9 of this Agreement. Notwithstandinganything to the contrary contained herein, the indemnification agreementcontained in this Section 6(b) shall not inure to the benefit of any IndemnifiedParty if the untrue statement or omission of material fact contained in thepreliminary prospectus was corrected on a timely basis in the prospectus, asthen amended or supplemented.

                               c.     Promptly after an Indemnified Person or Indemnified Party under this Section 6has knowledge of any Claim as to which such Indemnified Person or IndemnifiedParty reasonably believes indemnity may be sought or promptly after suchIndemnified Person or Indemnified Party receives notice of the commencement ofany action or proceeding (including any governmental action or proceeding)involving a Claim, such Indemnified Person or Indemnified Party shall, if aClaim in respect thereof is to be made against any indemnifying party under thisSection 6, deliver to the indemnifying party a written notice of such Claim, andthe indemnifying party shall have the right to participate in, and, to theextent the indemnifying 

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party so desires, jointly with any other indemnifying party similarly noticed,to assume control of the defense thereof with counsel mutually satisfactory tothe indemnifying party and the Indemnified Person or the Indemnified Party, asthe case may be; provided, however, that an Indemnified Person or IndemnifiedParty shall have the right to retain its own counsel if, in the reasonableopinion of counsel retained by the indemnifying party, the representation bysuch counsel of the Indemnified Person or Indemnified Party and the indemnifyingparty would be inappropriate due to actual or potential differing interestsbetween such Indemnified Person or Indemnified Party and any other partyrepresented by such counsel in such proceeding; provided, further, that theindemnifying party shall not be responsible for the reasonable fees and expenseof more than one (1) separate legal counsel for such Indemnified Person orIndemnified Party. In the case of an Indemnified Person, the legal counselreferred to in the immediately preceding sentence shall be selected by theRequired Holders. The Indemnified Party or Indemnified Person shall cooperatefully with the indemnifying party in connection with any negotiation or defenseof any such action or Claim by the indemnifying party and shall furnish to theindemnifying party all information reasonably available to the Indemnified Partyor Indemnified Person which relates to such action or Claim. The indemnifyingparty shall keep the Indemnified Party or Indemnified Person fully apprised atall times as to the status of the defense or any settlement negotiations withrespect thereto. No indemnifying party shall be liable for any settlement of anyaction, claim or proceeding effected without its prior written consent;provided, however, that the indemnifying party shall not unreasonably withhold,delay or condition its consent. No indemnifying party shall, without the priorwritten consent of the Indemnified Party or Indemnified Person, consent to entryof any judgment or enter into any settlement or other compromise which does notinclude as an unconditional term thereof the giving by the claimant or plaintiffto such Indemnified Party or Indemnified Person of a full release from allliability in respect to such Claim and action and proceeding. Afterindemnification as provided for under this Agreement, the rights of theindemnifying party shall be subrogated to all rights of the Indemnified Party orIndemnified Person with respect to all third parties, firms or corporationsrelating to the matter for which indemnification has been made. The failure todeliver written notice to the indemnifying party as provided in this Agreementshall not relieve such indemnifying party of any liability to the IndemnifiedPerson or Indemnified Party under this Section 6, except to the extent that theindemnifying party is prejudiced in its ability to defend such action.

                               d.     NoPerson involved in the sale of Registrable Securities who is guilty offraudulent misrepresentation (within the meaning of Section 11(f) of the 1933Act) in connection with such sale shall be entitled to indemnification from anyPerson involved in such sale of Registrable Securities who is not guilty offraudulent misrepresentation.

                               e.     Theindemnification required by this Section 6 shall be made by periodic payments ofthe amount thereof during the course of the investigation or defense, as andwhen bills are received or Indemnified Damages are incurred.

                               f.     Theindemnification agreements contained herein shall be in addition to (i) anycause of action or similar right of the Indemnified Party or Indemnified Personagainst the indemnifying party or others, and (ii) any liabilities theindemnifying party may be subject to pursuant to the law.

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                        7.     Contribution. To the extent any indemnification byan indemnifying party is prohibited or limited by law, the indemnifying partyagrees to make the maximum contribution with respect to any amounts for which itwould otherwise be liable under Section 6 of this Agreement to the fullestextent permitted by law; provided, however, that:

                        (i) no contribution shall be made under circumstances wherethe maker would not have been liable for indemnification under the faultstandards set forth in Section 6 of this Agreement, (ii) no Person involved inthe sale of Registrable Securities who is guilty of fraudulent misrepresentation(within the meaning of Section 11(f) of the 1933 Act) in connection with suchsale shall be entitled to contribution from any Person involved in such sale ofRegistrable Securities who is not guilty of fraudulent misrepresentation, and(iii) contribution by any seller of Registrable Securities shall be limited inamount to the net amount of proceeds received by such seller from the sale ofsuch Registrable Securities pursuant to such Registration Statement. Theprovisions of this Section 7 shall remain in full force and effect, regardlessof the investigation made by or on behalf of the beneficiaries of this Section 7and shall survive the transfer of Registrable Securities by the Investorspursuant to Section 9 of this Agreement.

                        8.    Reporting.

                               a.     Reports Under The 1934 Act. With a view to making available to the Investors thebenefits of Rule 144 promulgated under the 1933 Act or any other similar rule orregulation of the Commission that may at any time permit the Investors to sellsecurities of the Company to the public without registration ("Rule 144"), theCompany shall use reasonable efforts to:

                                        (a)     makeand keep public information available, as those terms are understood and definedin Rule 144;

                                        (b)     filewith the Commission in a timely manner all reports and other documents requiredof the Company under the 1933 Act and the 1934 Act; and

                                        (c)     furnishto each Investor, so long as such Investor owns Registrable Securities, promptlyupon request, (A) a written statement by the Company, if true, that it hascomplied with the applicable reporting requirements of Rule 144, the 1933 Actand the 1934 Act, (B) a copy of the most recent annual or quarterly report ofthe Company and copies of such other reports and documents so filed by theCompany, and (C) such other information as may be reasonably requested to permitthe Investors to sell such securities pursuant to Rule 144 without registration.

                               b.     Rule 144A Information. The Company shall, upon request of any Investor, makeavailable to such Investor the information required by Rule 144A(d)(4) (or anysuccessor rule) under the 1933 Act.

                        9.     Assignment of Registration Rights. This Agreementshall inure to the benefit of and be binding upon the successors and assigns ofeach of the parties, including, without the need for an express assignment orany consent by the Company thereto, subsequent Investors, subject to thecondition that such transfer shall have been conducted in accordance with allapplicable federal and state securities laws. The rights under this Agreementshall be  

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automatically assignable by the Investors to any transferee of all orany portion of such Investor's Registrable Securities if: (i) the Investoragrees in writing with the transferee or assignee to assign such rights, and acopy of such agreement is furnished to the Company within a reasonable timeafter such assignment; (ii) the Company is, within a reasonable time after suchtransfer or assignment, furnished with written notice of (a) the name andaddress of such transferee or assignee, and (b) the securities with respect towhich such rights are being transferred or assigned; (iii) immediately followingsuch transfer or assignment, the further disposition of such securities by thetransferee or assignee is restricted under the 1933 Act and applicable statesecurities laws; (iv) at or before the time the Company receives the writtennotice contemplated by clause (ii) of this sentence, the transferee or assigneeagrees in writing with the Company to be bound by all of the obligations of anInvestor under this Agreement; (v) such transfer shall have been made inaccordance with the applicable requirements of the Securities Purchase Agreementand the Warrants; and (vi) such transfer shall have been conducted in accordancewith all applicable federal and state securities laws. The Company herebyshall extend the benefits of this Agreement to any Investor and any suchInvestor may specifically enforce the provisions of this Agreement as if anoriginal party hereto. 

                        10.    Amendment of Registration Rights. Any provision ofthis Agreement may be amended and the observance of any provision of thisAgreement may be waived (either generally or in a particular instance and eitherretroactively or prospectively), only with the written consent of the Companyand the Required Holders. Any amendment or waiver affected in accordance withthis Section 10 shall be binding upon each Investor and the Company. No suchamendment shall be effective to the extent that it applies to less than all ofthe holders of the Registrable Securities. No consideration shall be offered orpaid to any Person to amend or consent to a waiver or modification of anyprovision of any of this Agreement unless the same consideration also is offeredto all of the parties to this Agreement.

                       11.    Miscellaneous.

                               a.     APerson is deemed to be a holder of Registrable Securities whenever such Personowns or is deemed to own of record such Registrable Securities. If the Companyreceives conflicting instructions, notices or elections from two or more Personswith respect to the same Registrable Securities, the Company shall act upon thebasis of instructions, notice or election received from such record owner ofsuch Registrable Securities.

                               b.     Anynotices, consents, waivers or other communications required or permitted to begiven under the terms of this Agreement must be in writing and will be deemed tohave been delivered: (i) upon receipt, when delivered personally; (ii) uponreceipt, when sent by facsimile (evidenced by mechanically or electronicallygenerated receipt by the sender's facsimile machine); or (iii) one (1) BusinessDay after deposit with a nationally recognized overnight delivery service, ineach case properly addressed to the party to receive the same. The addresses andfacsimile numbers for such communications shall be:

                                           If to the Company:

                                    Minrad International, Inc.                                                   847 Main Street

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                                                   Buffalo, New York 14203                                                                   Attention: Chief Executive Officer                                                                   Fax: (716) 855-1078

                                With a copy (for informational purposes only) to:

                                    Hodgson Russ LLP                                                                   One M&T Plaza                                                                   Suite 2000                                                                   Buffalo, New York 14203                                                                   Attention: Ward Hinkle, Esq.                                                                   Fax: (716) 849-0349

If to Legal Counsel, to such address as Legal Counsel shall advise theCompany in writing to deliver notices to. If to a Buyer, to its address andfacsimile number set forth on the Schedule of Buyers attached hereto as ExhibitA, with copies to such Buyer's representatives as set forth on the Schedule ofBuyers, or to such other address and/or facsimile number and/or to the attentionof such other Person as the recipient party has specified by written noticegiven to each other party.

                               c.     Failure of any party to exercise any right or remedy under this Agreement orotherwise, or delay by a party in exercising such right or remedy, shall notoperate as a waiver thereof.

                               d.     Allquestions concerning the construction, validity, enforcement and interpretationof this Agreement shall be governed by the internal laws of the State of NewYork, without giving effect to any choice of law or conflict of law provision orrule (whether of the State of New York or any other jurisdictions) that wouldcause the application of the laws of any jurisdictions other than the State ofNew York. Each party hereby irrevocably submits to the non-exclusivejurisdiction of the state and federal courts sitting the City of New York,borough of Manhattan, for the adjudication of any dispute hereunder or inconnection herewith or with any transaction contemplated hereby or discussedherein, and hereby irrevocably waives, and agrees not to assert in any suit,action or proceeding, any claim that it is not personally subject to thejurisdiction of any such court, that such suit, action or proceeding is broughtin an inconvenient forum or that the venue of such suit, action or proceeding isimproper. Each party hereby irrevocably waives personal service of process andconsents to process being served in any such suit, action or proceeding bymailing a copy thereof to such party at the address for such notices to it underthis Agreement and agrees that such service shall constitute good and sufficientservice of process and notice thereof. Nothing contained herein shall be deemedto limit in any way any right to serve process in any manner permitted by law.If any provision of this Agreement shall be invalid or unenforceable in anyjurisdiction, such invalidity or unenforceability shall not affect the validityor enforceability of the remainder of this Agreement in that jurisdiction or thevalidity or enforceability of any provision of this Agreement in any otherjurisdiction. **EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, ANDAGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTEHEREUNDER OR IN CONNECTION**

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**HEREWITH OR ARISING OUT OF THISAGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.**

                                e.    This Agreement, the Securities Purchase Agreement, the Warrants and the otherdocuments referenced herein and therein constitute the entire agreement amongthe parties hereto with respect to the subject matter hereof and thereof. Thereare no restrictions, promises, warranties or undertakings, other than those setforth or referred to herein and therein. This Agreement, the Securities PurchaseAgreement and the Warrants supersede all prior agreements and understandingsamong the parties hereto with respect to the subject matter hereof and thereof.

                               f.     This Agreement shall become effective as of the Closing Date.
                               g.    Subject to the requirements of Section 9 of thisAgreement, this Agreement shall inure to the benefit of and be binding upon thepermitted successors and assigns of each of the parties hereto.

                               h.     Theheadings in this Agreement are for convenience of reference only and shall notlimit or otherwise affect the meaning hereof.

                               i.     This Agreement may be executed in identical counterparts, each of which shall bedeemed an original but all of which shall constitute one and the same agreement.This Agreement, once executed by a party, may be delivered to the other partieshereto by facsimile transmission of a copy of this Agreement bearing thesignature of the party so delivering this Agreement.

                               j.     Each party shall do and perform, or cause to be done and performed, all suchfurther acts and things, and shall execute and deliver all such otheragreements, certificates, instruments and documents, as the other party mayreasonably request in order to carry out the intent and accomplish the purposesof this Agreement and the consummation of the transactions contemplated hereby.

                               k.     Allconsents and other determinations required to be made by the Investors pursuantto this Agreement shall be made, unless otherwise specified in this Agreement,by the Required Holders.

                               l.   This Agreement is intended for the benefit of the parties hereto and theirrespective permitted successors and assigns, and is not for the benefit of, normay any provision hereof be enforced by, any other Person.

                              m.   The obligations of each Buyer under any Transaction Document areseveral and not joint with the obligations of any other Buyer, and no Buyershall be responsible in any way for the performance of the obligations of anyother Buyer under any Transaction Document. Nothing contained herein or in anyother Transaction Document, and no action taken by any Buyer pursuant hereto orthereto, shall be deemed to constitute the Buyers as a partnership, anassociation, a joint venture or any other kind of entity, or create apresumption that the Buyers are in any way acting in concert or as a group withrespect to such obligations or the transactions contemplated by the TransactionDocuments. Each Buyer confirms that it has 

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independently participated in the negotiation of thetransaction contemplated hereby with the advice of its own counsel and advisors.Each Buyer shall be entitled to independently protect and enforce its rights,including, without limitation, the rights arising out of this Agreement or outof any other Transaction Documents, and it shall not be necessary for any otherBuyer to be joined as an additional party in any proceeding for such purpose.

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**                    IN WITNESS WHEREOF, the parties have caused thisRegistration Rights Agreement to be duly executed as of day and year first abovewritten. 
 COMPANY    MINRAD INTERNATIONAL,    INC.       By:   Name:  Title:
 

[Signatures of Buyers on Following Page]

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
 BUYER    SDS CAPITAL GROUP SPC,    LTD.       By:   Name:  Steve Derby  Title:  Managing Director

 

 

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
 BUYER         Name:  Laird Cagan

 

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
 BUYER         Name:  Eric McAfee

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
 BUYER    CAMOFI MASTER LDC       By:   Name:    Title:  

 

 

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
 BUYER    CORSAIR CAPITAL    PARTNERS 100, L.P.       By:   Name:    Title:  

 

 

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
 BUYER    CORSAIR CAPITAL    INVESTORS, LTD       By:   Name:    Title:  

 

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
 
EXHIBIT A     BUYER    CORSAIR CAPITAL    PARTNERS, L.P.       By:   Name:    Title:  
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EXHIBIT A TO REGISTRATION RIGHTS AGREEMENT SCHEDULE OF BUYERS

NAME OF BUYERS 
AGGREGATE NUMBER OF SHARES
 
NUMBER OF CONVERSION SHARES 
NUMBER OF WARRANT SHARESRubicon Master Fund 4,000 2,000,000 1,000,000Crestview Capital Master LLC 2,000 1,000,000 500,000Enable Growth Partners LP 370 185,000 92,500Enable Opportunities Partners LP 65 32,500 16,250Spencer Trask Illumination Fund,    LLC 250 125,000 62,500International Capital Advisory,    Inc. 140 70,000 35,000Laird Cagan 105 52,500 26,250Eric McAfee 105 52,500 26,250
TOTAL 7,035 3,517,500 1,758,750Buyers on June 21, 2005:      Michael Toibb 50 25,000 12,500Gail Toibb Carrier 50 25,000 12,500Scott M. & Cheryl L. Hergott    Living Trust 2003 50 25,000 12,500Howard Smuckler  25 12,500 6,250HLTGT LLC 300 150,000 75,000Toibb Investment LLC 2,525 1,262,500 631,250
TOTAL for June 21, 2005 3,000 1,500,000 750,000Buyers subsequent to June 21,    2005:      SDS Capital Group SPC, Ltd. 250 125,000 62,500Laird Cagan 63 31,500 15,750Eric McAfee 62 31,000 15,000CAMOFI Master LDC 350 175,000 87,500Corsair Capital Partners, L.P. 425 212,500 106,250-2-

 

NAME OF BUYERS 
AGGREGATE NUMBER OF SHARES
 
NUMBER OF CONVERSION SHARES 
NUMBER OF WARRANT SHARES       Corsair Investors, Ltd. 58 29,000 14,500Corsair Capital Partners 100,    L.P. 17 8,500 4,250
TOTAL for Byers subsequent to    June 21, 2005 1,225 612,500 306,250
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**EXHIBIT B

SELLING SECURITYHOLDERS**
                    The shares of Series A preferred stock and warrants wereoriginally issued by us in transactions exempt from the registrationrequirements of the 1933 Act to persons reasonably believed to be "accreditedinvestors" as defined in Regulation D under the 1933 Act. For additionalinformation regarding the shares of Series A preferred stock and warrants see"Private Placement of Shares and Warrants" above. We are registering the sharesof common stock underlying the Series A preferred stock and the warrants inorder to permit the selling securityholders to offer the shares of common stockfor resale from time to time. 

                    The table below lists the selling securityholders and otherinformation regarding the beneficial ownership of the shares of common stock byeach of the selling securityholders. The second column lists the number ofshares of common stock beneficially owned by each selling stockholder as of________, 2005, assuming conversion of all Series A preferred stock and exerciseof all of the warrants held by the selling securityholders on that date, withoutregard to any limitations on conversion or exercise. The third column lists theshares of common stock being offered pursuant to this prospectus by each of theselling securityholders. The fourth column lists the number of shares that willbe beneficially owned by the selling securityholders assuming all of the sharesoffered pursuant to this prospectus are sold and that shares beneficially ownedby them, as of __________, 2005, but not offered hereby are not sold.

                    In accordance with the terms of registration rightsagreements with the holders of shares of Series A preferred stock and warrants,this prospectus generally covers the resale of 130% of the maximum number ofshares of common stock issuable upon dividends paid in stock on the Series Apreferred stock, upon conversion of the shares of Series A preferred stock, andupon exercise of the warrants (in each case without taking into account anylimitations on the conversion of the shares of Series A preferred stock andexercise of the warrants set forth in the Certificate of Designations,Preferences and Rights of Series A Preferred Stock and the warrants) as of thetrading day immediately preceding the date this registration statement wasinitially filed with the SEC. Because the conversion price of the Series Apreferred stock and the exercise price of the warrants may be adjusted, thenumber of shares that will actually be issued may be more or less than thenumber of shares being offered by this prospectus.

                    Under the terms of the Series A preferred stock and thewarrants, a selling securityholder may not convert the Series A preferred stockor exercise the warrants, to the extent such conversion or exercise would causesuch selling securityholder, together with its affiliates, to beneficially own anumber of shares of common stock which would exceed 9.99% of our thenoutstanding shares of common stock following such conversion or exercise,excluding for purposes of such determination shares of common stock issuableupon conversion of the shares of Series A preferred stock which have not beconverted and exercise of the warrants which have not been exercised. Thenumbers in the second column do not reflect this limitation. The sellingsecurityholders may sell all, some or none of their shares in this offering. See"Plan of Distribution."

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                    The inclusion of any securities in the following table doesnot constitute an admission of beneficial ownership by the persons named below.
Name of    Selling Securityholder Shares of    Common Stock Owned Before the Offering Shares of    Common Stock Offered Hereby Shares of    Common Stock Owned After the Offering (1)       
                    (1)     Assumes that all of the shares offered hereby are soldand that shares owned before the offering but not offered hereby are not sold.

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**PLAN OF DISTRIBUTION**
                    We are registering shares of common stock to permit theresale of such common stock by the holders from time to time after the date ofthis prospectus. We will not receive any of the proceeds from the sale by theselling securityholders of the securities. We will bear all fees and expensesincident to our obligation to register the shares of common stock.

                    The selling securityholders may sell all or a portion of thesecurities beneficially owned by them and offered hereby from time to timedirectly or through one or more underwriters, broker-dealers or agents. If thesecurities are sold through underwriters or broker-dealers, the sellingsecurityholders will be responsible for underwriting discounts or commissions oragent's commissions. The securities may be sold in one or more transactions atfixed prices, at prevailing market prices at the time of the sale, at varyingprices determined at the time of sale, or at negotiated prices. These sales maybe effected in transactions, which may involve crosses or block transactions,
     •
on any national securities exchange or quotation service on  which the securities may be listed or quoted at the time of sale;               •
in the over-the-counter market;               •
in transactions otherwise than on these exchanges or  systems or in the over-the-counter market;               •
through the writing of options, whether such options are  listed on an options exchange or otherwise;               •
ordinary brokerage transactions and transactions in which  the broker-dealer solicits purchasers;             •
block trades in which the broker-dealer will attempt to  sell the securities as agent but may position and resell a portion of the  block as principal to facilitate the transaction;
             •
purchases by a broker-dealer as principal and resale by the  broker-dealer for its account;
               •
an exchange distribution in accordance with the rules of  the applicable exchange;             •
privately negotiated transactions;
               •
short sales;             •
pursuant to Rule 144 under the Securities Act;
             •
broker-dealers may agree with the selling securityholders  to sell a specified number of such securities at a stipulated price per  security;
             •
a combination of any such methods of sale; and

 
             •
any other method permitted pursuant to applicable law.

                    If the selling securityholders effect such transactions byselling the warrants, or shares of common stock to or through underwriters,broker-dealers or agents, such underwriters, broker-dealers or agents mayreceive commissions in the form of discounts, concessions or commissions fromthe selling securityholders or commissions from purchasers of the warrants orshares of common stock for whom they may act as agent or to whom they may sellas principal (which discounts, concessions or commissions as to particularunderwriters, broker-dealers or agents may be in excess of those customary inthe types of transactions involved). In connection with sales of any securitiesor otherwise, the selling securityholders may enter into hedging transactionswith broker-dealers, which may in turn engage in short sales of the securitiesin the course of hedging in positions they assume. The selling securityholdersmay also sell securities short and deliver securities covered by this prospectusto close out short positions. The selling securityholders may also loan orpledge securities to broker-dealers that in turn may sell such securities.

                    The selling securityholders may pledge or grant a securityinterest in some or all of the warrants or shares of common stock owned by themand, if they default in the performance of their secured obligations, thepledgees or secured parties may offer and sell shares of common stock from timeto time pursuant to this prospectus or any amendment to this prospectus underRule 424(b)(3) or other applicable provision of the Securities Act of 1933, asamended, amending, if necessary, the list of selling securityholders to includethe pledgee, transferee or other successors in interest as sellingsecurityholders under this prospectus. The selling securityholders also maytransfer and donate the warrants or shares of common stock in othercircumstances in which case the transferees, donees, pledgees or othersuccessors in interest will be the selling beneficial owners for purposes ofthis prospectus.

                    The selling securityholders and any broker-dealerparticipating in the distribution of the shares of common stock may be deemed tobe "underwriters" within the meaning of the 1933 Act, and any commission paid,or any discounts or concessions allowed to, any such broker-dealer may be deemedto be underwriting commissions or discounts under the 1933 Act. At the time aparticular offering of the securities is made, a prospectus supplement, ifrequired, will be distributed which will set forth the aggregate amount ofsecurities being offered and the terms of the offering, including the name ornames of any broker-dealers or agents, any discounts, commissions and otherterms constituting compensation from the selling securityholders and anydiscounts, commissions or concessions allowed or reallowed or paid tobroker-dealers.

                    Under the securities laws of some states, the securities maybe sold in such states only through registered or licensed brokers or dealers.In addition, in some states the warrants and shares of common stock may not besold unless such warrants or shares of common stock have been registered orqualified for sale in such state or an exemption from registration orqualification is available and is complied with.

                    The selling securityholders may choose not to sell any or maychoose to sell less than all of the shares of common stock registered pursuantto the shelf registration statement, of which this prospectus forms a part.

 

                    The selling securityholders and any other personparticipating in such distribution will be subject to applicable provisions ofthe Securities Exchange Act of 1934, as amended, and the rules and regulationsthereunder, including, without limitation, Regulation M of the 1934 Act, whichmay limit the timing of purchases and sales of any of the shares of common stockby the selling securityholders and any other participating person. Regulation Mmay also restrict the ability of any person engaged in the distribution of theshares of common stock to engage in market-making activities with respect to theshares of common stock. All of the foregoing may affect the marketability of theshares of common stock and the ability of any person or entity to engage inmarket-making activities with respect to the shares of common stock.

                    We will pay all expenses of the registration of the warrantsand shares of common stock pursuant to the registration rights agreement,estimated to be $[     ] in total, including, without limitation, Securities andExchange Commission filing fees and expenses of compliance with state securitiesor "blue sky" laws; provided, however, that a selling securityholder will payall underwriting discounts and selling commissions, if any. We will indemnifythe selling securityholders against liabilities, including some liabilitiesunder the 1933 Act, in accordance with the registration rights agreements, orthe selling securityholders will be entitled to contribution. We may beindemnified by the selling securityholders against civil liabilities, includingliabilities under the 1933 Act, that may arise from any written informationfurnished to us by the selling securityholder specifically for use in thisprospectus, in accordance with the related registration rights agreements, or wemay be entitled to contribution.

                    Once sold under the shelf registration statement, of whichthis prospectus forms a part, the shares of common stock will be freely tradablein the hands of persons other than our affiliates.

 
**EXHIBIT C

OTHER SECURITIES TO BE INCLUDED IN REGISTRATION**Minrad**Shares To Be**Registered**Officers & Directors****William Burns**
3,334**Robert Lifeso**
29,151**Donald Farley**
146,667**John    McNeirney**
889**Kirk    Kamsler**
1,556**Subtotal**
181,597**Related Parties****Lincoln Partners**
294,195**New    England Partners**
3,505,392**Tobin Family Trust**
500,000**Laird Cagan**
786,358**ICA**
0**Eric    McAfee**
250,000**CMCP**
0**Subtotal**
5,335,945**$1.25 Investors**
3,201,084**$1.75 Investors**
906,960**Options Exercised**
25,000**Others Converted**
314,101**Total Shares to be Registered****9,964,686**Underlying Current Warrants (B)****CMCP    & all associated**
365,152**Tobin Trust & ICA**
420,653**Total Shares Underlying Warrants to be    Registered****785,805**Total Shares To be Registered - before    conversion****10,750,491**Possible Conversion of $2.5 Notes @ $1.75**
1,428,571**Total Shares To be Registered****12,179,062
In addition, Chadbourn Securities, Inc will have the right to have registereda number of shares of Common Stock equal to 10% of the Shares to be sold in thisoffering, which shares of Common Stock are issuable upon the exercise ofwarrants to be issued by the Company to Chadbourn upon consummation of theoffering.**************