Exhibit 10.8



EXHIBIT 10.8

THE CONFIDENTIAL PORTIONS OF THIS
EXHIBIT,

WHICH HAVE BEEN REMOVED AND REPLACED
WITH

AN ASTERISK, HAVE BEEN OMITTED AND
FILED

SEPARATELY WITH THE SECURITIES AND
EXCHANGE

COMMISSION PURSUANT TO A REQUEST FOR

CONFIDENTIAL TREATMENT UNDER RULE 406

PROMULGATED UNDER THE SECURITIES ACT
OF 1933 AND

RULE 24b-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934.









EXCLUSIVE MANUFACTURING AND DISTRIBUTION AGREEMENT


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

Manufacturer and Distributor agree as follows: 

1.     Definitions 


        "Affiliate"
of a party hereto shall mean any person, corporation or other entity, which
controls, is controlling or is under common control with such party. 

        "ANDA"
shall mean abbreviated new drug application. 

        "Hospital
Market" shall mean those accounts that purchase anesthetic agents for human
use. 

        "Manufacturer's
Representative" shall mean MINRAD Inc., which is a manufacturer's
representative of Manufacturer with respect to the Products. 

        "NDC" means
national drug code number. 

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


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

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

2.     Grant Exclusive
Distributorship 


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

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

        2.3 Purchase
Commitment. Distributor agrees to purchase Products from Manufacturer as set
forth in Attachment A-1 hereto during the Term. The purchase commitment
for Sevoflurane will commence when FDA approval to sell Sevoflurane in the
Market has been received and any existing exclusivity granted by the FDA has
expired. The Initial Order will be shipped by Manufacturer no later than October
2004 and will be considered as part of the Distributor's annual commitment for
2005. The terms of this Initial Order only will be net *. All subsequent orders
will have terms as set forth in section 4(b) of this Agreement. 

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

        2.5 Other
Accounts. Manufacturer has established various accounts for the Products in
the Territory prior to the implementation of this agreement. Upon signature of
this agreement, Manufacturer will effectively assign over to the Distributor all
accounts and any purchases of product in the Territory from the signature date
forward at the terms stipulated in this agreement and will decrement the annual
purchase commitments outlined in Attachment A-1 regardless if the product
is Manufacturer labeled or co-labeled and regardless of the NDC number on the
product. Effective assignment shall mean any means necessary for the contract to
be fulfilled by Distributor through whatever means necessary to maintain a legal
contract with customer. 

3.     Term and Renewal 


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

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

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

        3.3 New
Products. During the Term and as long as the Distributor is not in breach of
any part of this Agreement, Manufacturer will offer Distributor the right of
first refusal to become its exclusive distributor in the Territory of any human
generic pharmaceutical products (Manufacturer ANDA) that is a new Product and
that the Manufacturer can legally offer. The offer will be on similar or better
terms than ones the Manufacturer will offer or is willing to offer to any other
third party in the human market. Distributor will have 30 days from the date
Manufacturer provides written notice to exercise such right on the terms and
conditions set forth in such notice. For the purpose of clarity, and not by way
of limitation, Manufacturer's conscious sedation product is acknowledged by the
parties to be a proprietary product and is specifically excluded from this
Agreement. 

4.     Distributor's Duties 


Distributor shall: 

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

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

        (c) provide to its
customers instructions in the use of the Products and field service for such
products in accordance with product information provided by Manufacturer; 

-3-



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

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

        (g) not give any
warranties, above and beyond those in Article 9 hereto, to any end-use
customers; 

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

        (i) cooperate to a
reasonable degree with Manufacturer to obtain any regulatory approval of the
Products as required by the Territory; 

        (j) not use
sub-distributors or any other agent, other than itself, without the prior
written consent of the Manufacturer; 

        (k) have a
Dedicated Head of Sales for the Hospital Market in place upon signing this
Agreement; 

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

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


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


5. Manufacturer's Duties 


        5.1 Manufacturer
shall: 

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


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

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

-4-



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

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

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

6.     Trademarks and Trade Names



        6.1 Trademarks and
trade names used by Manufacturer and Manufacturer's Representative in connection
with the Products shall be used by Distributor only with reference to such
Products and only in the manner approved by Manufacturer. Distributor
acknowledges that it has and will obtain no proprietary interest in such
trademarks and trade names and agrees not to use the same as part of its
corporate or business name and to discontinue all use thereof immediately upon
termination of this Agreement. 

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

7.     Industrial Property Rights;
Confidentiality


        7.1 All technical
and commercial information, data regarding processes and know-how furnished by
Manufacturer and/or Manufacturer's Representative to Distributor shall remain
the property of Manufacturer and/or Manufacturer's Representative, and
Distributor shall not acquire any proprietary rights or other interests therein.
Subject to the limitations listed below, all such information which is written
or is in machine readable (computer) form and which is marked "Confidential" or
"Proprietary" shall be regarded as confidential information of Manufacturer
and/or Manufacturer's Representative; and any such information disclosed orally
and as to which Manufacturer and/or Manufacturer's Representative shall notify
Distributor in writing that it is confidential within thirty (30) days after
disclosure to Distributor, shall also be considered confidential; and in each
case, Distributor shall not disclose such information to any third party except
to the extent such information 

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

-5-



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

        (c) Both parties
will be bound by the terms of the separate mutually confidential agreement
signed on May 19, 2004. 

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

8.     Infringement Claims 


        Manufacturer shall
defend at its own expense, any claim by way of suit or proceeding against
Distributor for the infringement of third party patents or trademarks in respect
of Products purchased from Manufacturer hereunder, and shall fully indemnify
Distributor for any direct damages, costs or expenses incurred by Distributor in
respect of any such claim provided that Distributor shall have given
Manufacturer prompt written notice of any such claim and furnished Manufacturer
with a copy of each communication relating thereto and give Manufacturer the
requisite authority to defend or settle such claim. 

9.     Product Warranties 


        MANUFACTURER
WARRANTS THAT THE PRODUCTS WILL CONFORM TO THE MANUFACTURER'S STANDARD WARRANTY,
IN THE FORM ANNEXED HERETO AS ATTACHMENT B ("WARRANTY"). 

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


10.     Insurance 


        Manufacturer
warrants the product liability insurance for the Products being sold under this
Agreement. 

-6-



11.     Limitation of Liability


        In no event,
except as set forth below, shall Manufacturer be liable to Distributor or any
other entity for any special, consequential, incidental, or indirect damages
relating to or resulting from manufacturer's failure to perform its obligations
under this Agreement, however caused, on any theory of liability, and
notwithstanding any failure of essential purpose of any limited remedy.
Notwithstanding the limitation of liability set forth above, the Distributor
will not be liable for any fines incurred solely as a result of Manufacturer's
failure to promptly ship Distributor's orders for Products pursuant to Section
5.1(a) to this Agreement. 

12.     Regulatory Matters


        12.1 Product
Recall. In the event Distributor or Manufacturer recalls any of the Products
rented or distributed by Distributor because such Products are believed to
violate any provision of applicable law, Manufacturer shall bear all reasonable
costs and expenses of such recall, including, without limitation, expenses or
obligations to third parties, the cost of notifying customers and cost
associated with the shipment of recalled Product from customers to Distributor
to Manufacturer; provided, however, that Distributor shall not unilaterally
recall any Product supplied by Manufacturer without first obtaining the consent
of the Manufacturer, which shall not be unreasonably withheld. Distributor shall
maintain complete and accurate records, for such period as may be required by
applicable law, of all the Products sold, or otherwise distributed, by it. The
parties will cooperate fully with each other in effecting any recall of the
Products, including communications with any purchasers or users. 

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

13.     Termination


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

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

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

14.     Effects of Termination 


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        14.1 Procedures.
On the termination of this Agreement, for whatever reason, (i) Manufacturer
shall continue to honor Distributor's orders for Products up to the effective
date of termination, (ii) Distributor shall pay all past due invoices and shall
pay for all undamaged, delivered Products in accordance with the terms and
conditions of this Agreement, (iii) Distributor shall return to Manufacturer all
promotional and all confidential information or other documents relating to the
Products and (iv) Distributor shall cease to use all trademarks and trade names
used by Manufacturer and Manufacturer's Representative in connection with the
Products. 

        14.2 No Compensation. Upon
termination or expiration without renewal of this Agreement, except tender
offer, Manufacturer shall not be obligated to pay to Distributor any
compensation, damages or other amount on account thereof, and Distributor freely
and fully waives any claim it may have to payment of any such amount whether
under contract, statute or national policy, including Manufacturer's
indemnification of Distributor. 

15.     Nature of Relationship


        Distributor is an
independent party and shall in no respect be or be deemed to be an employee,
partner or co-venturer of Manufacturer or an agent of or subject to the
authority of Manufacturer. Except as specifically authorized in writing,
Distributor shall not be in any way authorized or empowered to bind
Manufacturer. 

16.     Severability 


        If any provision
of this Agreement shall be void or unenforceable by reason of any applicable
law, it shall be deleted and the remaining provisions hereof shall continue in
full force and effect and, if necessary, so amended as may be necessary to give
effect to the spirit of this Agreement so far as possible. 

17.     Force Majeure 

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

18.     Miscellaneous 


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


-8-





 

	 	If to Distributor:RxElite Holdings Inc. 

    1404 N. Main, Suite 200 Meridian, Idaho 83642 

    Attn: Earl E. Sullivan 

    Fax No.: 208-887-1836 

    with a copy to:

    Oles, Morrison, Rinker & Baker LLP 

    701 Pike St., Suite 1700 

    Seattle, Washington 98101-3930

    Attn: Douglas S. Oles

    Fax No.: 206-682-6234
	 	If to Manufacturer:Minrad Inc. 

    847 Main Street 

    Buffalo, New York 14203 

    Attn: William H. Burns, Jr. 

    Fax No.: 716-855-1078 

    with a copy to: 

    Hodgson Russ LLP 

    One M&T Plaza, Suite 2000 

    Buffalo, New York 14203 

    Attention: Robert B. Fleming, Jr. 

    Fax No.: 716-849-0349 





        18.2 Entire
Agreement. This Agreement is the entire agreement between the parties
hereto relating to this subject matter, there being no prior written or oral
promises or representations not incorporated herein. 

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

        18.4 
Amendments. No amendment or modification of the terms of this Agreement
shall be binding on either party unless reduced to writing and signed by an
authorized officer of the party to be bound. 

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

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

-9-



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

        18.8 Board
Approval-Manufacturer. As the undersigned President and CEO of
Manufacturer requires both the approval and/or ratification of this Agreement
and the authorization to execute and deliver this Agreement from Manufacturer's
Board of Directors, this Agreement is contingent upon and subject to such
approval and/or ratification by Manufacturer's Board of Directors, in its sole
discretion, at its next meeting of the Board of Directors, which meeting is
expected to occur on or about June 9, 2004 and which approval and/or
ratification shall be deemed received unless Manufacturer notifies Distributor
to the contrary no later than June 16, 2004. 

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

        IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed by
their authorized representatives named below. 



	MINRAD INC.	 	
    RXELITE HOLDINGS INC.

	 	 	 	 	 
	
    By:
	
    /s/ William H. Burns, Jr.
	 	
    By:
	
    /s/ Daniel Chen

	 	
    Name: William H. Burns, Jr.
	 	 	
    Name: Daniel Chen

	 	
    Title: President & CEO
	 	 	
    Title: CEO






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ATTACHMENT A




PRODUCTS


	1. 	
    Human Inhalation Anesthetic agents Terrell Isoflurane USP,
    Compound 347 Enflurane USP (Non-Private Label Distributor) and Sevoflurane
    (when and if available) 





ATTACHMENT A-1


Annual Purchase Commitments 



Territory: United States Human Market


	 	 	
    Initial
	 
	
    Product
	
    Price Per Bottle
	
    Stocking Order
	
    Annual Commitment*

	 	 	 	 
	Compound 347TM
    Enflurane USP

    250 ml bottle	
    $*
	
    *
	*
	TerrellTM
    lsoflurane USP

    100 ml bottle	
    $*
	
    *
	[Initial Stock Order Only]
	TerrellTM
    Isoflurane USP

    250 ml bottle	
    $*
	
    *
	*
	Sevoflurane 250 ml bottle	
    $*
	
    *
	* **




Prices are FOB Bethlehem, Pennsylvania, USA. 

Terms: * net * 

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

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




ATTACHMENT A-2


TERRITORY:




 


  
  	United States (being the contiguous 48 states, Alaska and Hawaii)

        Human Market

        (Non-OEM)


  





ATTACHMENT B

LIMITED WARRANTY AND LIMITATION OF LIABILITY


WARRANTY


        Manufacturer warrants and guarantees that, when delivered to
distributor FOB Bethlehem, Pennsylvania, the Product shall conform to the
Registered Specifications, shall not be adulterated or misbranded within the
meaning of the Act and shall conform to all applicable regulations of the FDA
(The "Limited Warranty"). EXCEPT FOR THE LIMITED WARRANTY, MANUFACTURER MAKES NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE PRODUCTS, EXPRESS,
IMPLIED OR OTHERWISE, AND SPECIFICALLY DISCLAIMS: ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 

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

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

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






ADDENDUM TO DISTRIBUTION AGREEMENT


        THIS ADDENDUM TO DISTRIBUTION AGREEMENT (this "Addendum") is made as of March
28,2005 (the "Addendum Effective Date"), by and between MINRAD INC., with
offices at 847 Main Street, Buffalo, New York 14203 ("Manufacturer") and 
RxElite Holdings Inc., a Delaware corporation with offices at 1404 N. Main,
Suite 200, Meridian, Idaho 83642 ("Distributor"). 

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


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

        NOW, THEREFORE, Manufacturer and Distributor agree as follows: 

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

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

            2. Section 5.1 (c) is replaced with: 

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

            3. Section 5.1 (d) is replaced with: 

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

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

            a. Manufacturer hereby grants to Distributor for the Term the non-exclusive
right to purchase MINRAD AttaneTM branded product from Manufacturer
for the sole purpose of selling the Products to end-use customers in the
veterinary market in the Territory, and Distributor accepts such grant, subject
to the limitations, terms and conditions stated in this Agreement. The
Distributor will not sell MINRAD Attane TM branded product to
veterinary distributors. Manufacturer will turn over its existing end-user
veterinary customers to the Distributor. 



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

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

            a. Veterinary Products 



	
    Product
	Price per

    bottle	Initial Stocking Order	Minimum Order
	
    AttaneTM Isoflurane USP

    100 ml bottle 
	$*	*	*
	
    AttaneTM Isoflurane USP

    250 ml bottle
	$*	*	*
	
    SustaneTM Sevoflurane 250 ml bottle
	$*	*	* *




            * When available 

            b. Desflurane (when available) 



	
    Product
	Price per

    bottle	Initial Stocking Order	Annual Commitment
	
    Desflurane USP 250 ml bottle
	$*	*	* *




        * When available - pricing and annual commitments to be re-evaluated when
product is nearing availability. 

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

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



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        IN WITNESS WHEREOF, the parties have executed this Addendum as of the date
first above written. 



	MINRAD INC.	 	
    RXELITE HOLDINGS INC.

	 	 	 	 	 
	
    By:
	 	 	
    By:
	 
	 	
    Name: William H. Burns, Jr.
	 	 	
    Name: Daniel Chen

	 	
    Title: President & CEO
	 	 	
    Title: CEO






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