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April 5, 2005

Mr. Albert D. Friesen 
  Medicure Inc. 
  1200 Waverley Street 
  4th Floor 
  Winnipeg, Manitoba 
  R3T 0P4

Dear Dr. Friesen,

Re:        Arrangements on Change of
  Control

This letter confirms our agreement with respect to the amounts
  payable by Medicure Inc. (the Company”) to A.D. Friesen Enterprises Ltd.
  in the event that your employment as President and Chief Executive Officer of
  the Company is terminated or you resign from such position on or within 6 months
  after a “Change of Control of the Company”.

|1. | For the purposes of this agreement:
|-- | -----------------------------------
|  
|   | (a)                                
|  
|   | (b)                                

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| | (c) | “Occurrence of the Termination Event”
        means the date of the termination or constructive termination of your
        employment or your voluntary resignation as President and Chief Executive
        Officer of the Company on or within 6 months after a Change of Control
        of the Company.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (d) | “person” means an individual,
        corporation, company, partnership, unincorporated association, unincorporated
        syndicate, trust or other entity.                                                                                                                                               
|
| | (e) | The following presumptions apply to determine
        whether a person is “acting jointly and in concert” with any
        other person or group of persons:                                                                                                                                                
|
| |     | (i)                                                                                                                                                                                                                                                                                                         
|
| |     | (ii)                                                                                                                                                                                                                                                                                                        
|
| |     | (iii)                                                                                                                                                                                                                                                                                                       

|2. | Upon the Occurrence of a Termination Event, the
        Company shall pay to you a lump sum equal to the Compensation in satisfaction
        of any and all claims you may have against the Company for damages or
        otherwise for termination of employment except for your rights under sections
        3 and 4 below.                                                                                                                                                                                                                                                                                                                                                                           
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|3. | In addition, upon the Occurrence of the Termination
        Event, you shall be entitled to continue, for 24months from the
        Occurrence of the Termination Event, your participation in any group health
        and welfare plans of the Company then in effect, subject to the approval
        of the insurer, or if, as a result of such occurrence, you are no longer
        eligible to participate in such plans, you shall be reimbursed, for such
        24month period, for costs incurred by you in obtaining and participating
        in substantially equivalent replacement plans, if any, in either case
        only until such time as you obtain alternative or new employment.
|  
|4. | Upon the Occurrence of the Termination Event, any
        options held by you to purchase shares in the Company shall remain in
        full force and effect until expiry thereof in accordance with the terms
        of the certificates or agreements under which such options or                                                                                                                                                                                                                                                                                                                                                                                                                      

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|   | warrants were granted and all unvested options shall
        immediately vest and remain in full force and effect for 60 days following
        the Occurrence of the Termination Event.                   
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|5. | Nothing contained herein shall release you from
        any obligations you have as a fiduciary of the Company whether arising
        before or after the Occurrence of the Termination Event.            
|  
|6. | You agree that, after the Occurrence of the Termination
        Event, you will not make any disparaging remarks or comments concerning
        the Company and its business and affairs.                  
|  
|7. | This agreement shall be governed by and construed
        in accordance with the laws of the Province of Manitoba.                                                                                         
|  
|8. | This agreement shall enure to the benefit of and
        be binding upon you and your heirs, executives, administrators and legal
        personal representatives and upon the Company and its successors.

If you are in agreement with the foregoing, please so indicate
  by signing the duplicate copy of this letter and returning it to the undersigned.

Yours very truly,

Medicure Inc.



By: /s/ Derek Reimer



|Accepted and Agreed:  |                  
|--------------------- | -----------------
|                      |                  
|April 5, 2005         |                  
|                      |                  
|/s/ Albert D. Friesen | /s/ Dawson Reimer
|                      | Witness          

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