CERTIFICATIONByPrincipal Financial Officer Pursuant to Rules13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended

I, Richard Tamulski, certify that: 

1.    I have reviewed this report on Form 10-KSB of Minrad International,  Inc.; and subsidiaries; 

2.    Based on my knowledge, this report does not contain any untrue  statement of a material fact or omit to state a material fact necessary to  make the statements made, in light of the circumstances under which such  statements were made, not misleading with respect to the period covered by  this report; 

3.    Based on my knowledge, the financial statements, and other financial  information included in this report, fairly present in all material respects  the financial condition, results of operations and cash flows of the  registrant as of, and for, the periods presented in this report; 

4.    The registrant's other certifying officer and I are responsible for  establishing and maintaining disclosure controls and procedures (as defined in  Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: 

a)    Designed such disclosure controls and procedures, or caused        such disclosure controls and procedures to be designed under our        supervision, to ensure that material information relating to the        registrant, including its consolidated subsidiaries, is made known to us        by others within those entities, particularly during the period in which        this report is being prepared; 

b)    Evaluated the effectiveness of the registrant's disclosure        controls and procedures and presented in this report our conclusions        about the effectiveness of the disclosure controls and procedures, as of        the end of the period covered by this report based on such evaluation;        and 

c) Disclosed in this report any change in the registrant's internal        control over financial reporting that occurred during the registrant's        most recent fiscal quarter that has materially affected, or is        reasonably likely to materially affect, the registrant's internal        control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based  on our most recent evaluation of internal control over financial reporting, to  the registrant's auditors and the audit committee of registrant's board of  directors (or persons performing the equivalent functions): 

a)    All significant deficiencies and material weaknesses in the        design or operation of internal controls over financial reporting which        are reasonably likely to adversely affect the registrant's ability to        record, process, summarize and report financial information; and 

b)    Any fraud, whether or not material, that involves management or      other employees who have a significant role in the registrant's internal      control over financial reporting.

 

| Dated: March 24, 2005 | */s/ Richard P.    Tamulski                                   *    Richard  Tamulski, Vice President of Finance    (Principal Financial Officer of Minrad International, Inc.) |
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