CODE OF ETHICS

FOR SENIOR FINANCIAL OFFICERS



OF

MINRAD INTERNATIONAL, INC.



I.     Purpose

Pursuant to the requirements of the Federal securities laws and rules of
    the Securities and Exchange Commission ("SEC"), Minrad International, Inc. (
    the "Company") has established this Code of Ethics for Senior Financial
    Officers (the "Code") as a general statement of the Company's
    expectations regarding the ethical standards that each person who serves as
    its Chief Executive Officer, Chief Financial Officer, Chief Accounting
    Officer or Comptroller, or persons performing similar functions for the
    Company regardless of title (collectively, "Senior Financial Officers"),
    should adhere to while acting on behalf of the Company. Each Senior
    Financial Officer is expected to read and become familiar with the ethical
    standards described in this Code and may be required, from time to time, to
    affirm his or her agreement to adhere to such standards by signing a
    Compliance Certificate in the form that that appears at the end of this
    Code.

II.     Administration

Subject to oversight by the company's Board of Directors, the Audit
    Committee is responsible for setting the standards of business conduct
    contained in this Code and updating these standards as it deems appropriate
    to reflect changes in the legal and regulatory framework applicable to the
    Company, the business practices within the Company's industry, the Company's
    own business practices, and the prevailing ethical standards of the
    communities in which the Company operates. The Audit Committee will oversee
    the procedures designed to implement this Code. It is the responsibility of
    the individual Senior Financial Officers to comply with this Code.

III.     Compliance with Laws, Rules and Regulations

The Company will comply with all laws and governmental regulations that
    are applicable to the Company's activities, and expects that Senior
    Financial Officers and other employees acting on behalf of the Company will
    obey the law. Specifically, the Company is committed to:

| | maintaining a safe and healthy work environment;                                                                                                                                                         
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | promoting a workplace that is free from discrimination or
            harassment based on race, color, religion, sex or other factors that
            are unrelated to the Company's business interests;
| | supporting fair competition and laws prohibiting restraints of
            trade and other unfair trade practices;                                                                                       
| | conducting its activities in full compliance with all applicable
            environmental laws;                                                                                                         
| | keeping the political activities of the Company's directors,
            officers and employees separate from the Company's business.                                                                    
| | prohibiting any illegal payments to any government officials or
            political party representatives of any country; and                                                                          
| | complying with all applicable state and federal securities laws.                                                                                                                                         



IV.     Conflicts of Interest; Corporate Opportunities

The Senior Financial Officers and other employees acting on behalf of the
    Company should not be involved in any activity which creates or gives the
    appearance of a conflict of interest between their personal interests and
    the Company's interests. In particular, without the written consent of the
    Audit Committee, no Senior Financial Officer shall:

| | be a consultant to, or a director, officer or
              employee of, or otherwise operate an outside business:                                                                                                                                                                                                                                                                                
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | -   that sells products or services to
              the Company; or                                                                                                                                                                                                                                                                                                                              
| | -    that purchases products or
              services from the Company;                                                                                                                                                                                                                                                                                                                          
| | have any financial interest, including stock
              ownership, in any other company or business enterprise that might
              reasonably create or give the appearance of a conflict of
              interest;                                                                                                                                                                      
| | seek or accept any personal loan or services from
              any company or other business enterprise with which the Company
              transacts business, except from financial institutions or service
              providers offering similar loans or services to third parties
              under similar terms in the ordinary course of their respective
              businesses;
| | be a consultant to, or a director, officer or
              employee of, or otherwise operate an outside business if the
              demands of the outside business would interfere with the Senior
              Financial Officer's responsibilities to the Company;                                                                                                                         
| | accept any personal loan or guarantee of
              obligations from the Company, except to the extent such
              arrangements are legally permissible;                                                                                                                                                                                                                                
| | conduct business on behalf of the Company with
              immediate family members, which include spouses, children,
              parents, siblings and persons sharing the same home whether or not
              legal relatives; or                                                                                                                                                        
| | use the Company's property, information or
              position for personal gain.                                                                                                                                                                                                                                                                                                              

The appearance of a conflict of interest may exist if an immediate family
    member of a director, officer or employee of the Company is a consultant to,
    or a director, officer or employee of, or has a significant financial
    interest in, a direct competitor, or supplier of the Company, or otherwise
    does business with the Company.

Senior Financial Officers shall notify the Company's Audit Committee of
    the existence of any actual or potential conflict of interest.



IV.     Confidentiality; Protection and Proper Use of the Company's Assets

Senior Financial Officers shall maintain the confidentiality of all
    information entrusted to them by the Company or its business partners,
    except when disclosure is authorized by the Company or legally required.

Confidential information is information obtained from the Company or any
    of its business partners that is (1) marked "Confidential," "Private," "For
    Internal Use Only," or with similar legends, (2) technical or scientific
    information relating to current and future products, services or research,
    (3) business or marketing plans or projections, (4) earnings and other
    internal financial data, (5) personnel information, (6) supply and customer
    lists and (7) other non-public information that, if disclosed, might be
    harmful to the Company, its portfolio companies or business partners.

To avoid inadvertent disclosure of confidential information, directors,
    officers and employees shall not discuss confidential information with or in
    the presence of any unauthorized persons, including family members and
    friends.

Directors, officers and employees are personally responsible for
    protecting those Company assets that are entrusted to them and for helping
    to protect the Company's assets in general.

Directors, officers and employees shall use the Company's assets for the
    Company's legitimate business purposes only.



V.     Fair Dealing

The Company is committed to promoting the values of honesty, integrity
    and fairness in the conduct of its business and to sustaining a work
    environment that fosters mutual respect, openness and individual integrity.
    The Senior Financial Officers are expected to deal honestly and fairly with
    the Company's suppliers, competitors and other third parties. To this end,
    Senior Financial Officers shall not:

| | make materially false or misleading statements to the public
            concerning the Company's business, operations, or financial
            condition;                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | solicit or accept from any person that does business with the
            Company, or offer to extend to any such person,                                                                                                                                                                                                                
| | -      cash of any amount; or                                                                                                                                                                                                                                                                                                            
| | -      gifts, gratuities, meals or entertainment that could
                influence or reasonably give the appearance of unlawfully
                influencing the Company's business relationship with that person
                or go beyond common courtesies usually associated with accepted
                business practice;
| | solicit or accept any fee, commission or other compensation for
            referring business partners to third parties, or for referring third
            parties to business partners; or                                                                                                                                            
| | take unfair advantage of the Company's business partners, through
            manipulation, concealment, abuse of privileged information or any
            other unfair-dealing practice.                                                                                                                                               



VI.     Accurate and Filings with the SEC

The Company is committed to providing investors with full, fair,
    accurate, timely and understandable disclosure in reports and documents it
    files with, or submits to, the SEC. To this end, the Company shall:

| | comply with generally accepted accounting principles at all
            times;                                                                                                                                                                                                                                       
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | maintain a system of internal accounting controls that will
            provide reasonable assurances to management that all transactions
            are properly recorded;                                                                                                                                         
| | maintain books and records that accurately and fairly reflect the
            Company's transactions;                                                                                                                                                                                                                
| | prohibit the establishment of any undisclosed or unrecorded funds
            or assets;                                                                                                                                                                                                                             
| | maintain a system of internal controls that will provide
            reasonable assurances to management that material information about
            the Company is made known to management, particularly during the
            periods in which the Company's periodic reports are being prepared;
            and
| | present information in documents prepared for filing with, or
            submission to, the SEC in a full, fair, accurate, timely and
            understandable manner.                                                                                                                                            



VIII.     Reporting and Effect of Violations

The Senior Financial Officers shall report, in person or in writing, any
    known or suspected violations of laws, governmental regulations or this Code
    to the Company's Audit Committee. The Company will adopt policies to prevent
    any retaliation against any Senior Financial Officer or other employee who
    acts in good faith in reporting any such violation.

The Company's Audit Committee will investigate any reported violations
    and will oversee an appropriate response, including corrective action and
    preventative measures. Senior Financial Officers who violate any laws,
    governmental regulations or this Code will face appropriate, case-specific
    disciplinary action, which may include demotion or discharge.



IX.     Waivers

The provisions of this Code may only be waived by a resolution of the
    Audit Committee or by a resolution of the Company's Board of Directors
    approved by a majority of directors who are not interested persons. Any
    waiver of this Code granted to a Senior Financial Officer will be publicly
    disclosed when and as required by the SEC or the securities exchange or
    association on which the Company's securities are listed for trading.

X.     Review and Amendment

Senior Financial Officers of the Company shall review this Code for
    continuing compliance with the Federal securities laws, the rules of the
    SEC, and the rules of the NASD, and they shall advise the Board when they
    believe any changes are recommended or required. Any changes or amendments
    shall be approved by the Audit Committee and reported to the SEC and the
    public as required by the rules of the SEC.



COMPLIANCE CERTIFICATE

I have read and understand the Company's Code of Ethics for Senior Financial
Officers (the "Code"). I will adhere in all respects to the ethical
standards described in the Code. I further confirm my understanding that any
violation of the Code will subject me to appropriate disciplinary action, which
may include demotion or termination of my relationship with the Company.

I certify to the Company that I am not in violation of the Code, unless I
have noted such violation in a signed Statement of Exceptions attached to this
Compliance Certificate.

Date:___________, 2005



| |                
| | ---------------
| | Name:          
| | Title/Position:







Check one of the following

[  ] A Statement of Exceptions is attached.

[  ] No Statement of Exceptions is attached.