Exhibit 4.1




EXHIBIT 4.1


FRONT OF CERTIFICATE

 


	Number

		MIC -	 	
		Shares

		

		CUSIP 60443 P 10 3

		

		SEE REVERSE FOR CERTAIN DEFINITIONS

		
		



MINRAD INTERNATIONAL, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

 

THIS IS TO CERTIFY THAT

is the owner of

 

FULLY PAID AND NON-ASSESSABLE SHARES
OF THE COMMON STOCK (PAR VALUE $.01) OF

MINRAD INTERNATIONAL,
INC.

transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This certificate
and the shares represented hereby are issued under and shall be subject to all
of the provisions of the Certificate of Incorporation of the Corporation and all
amendments thereto, copies of which are on file with the Corporation and the
Transfer Agent, to all of which the holder by acceptance hereof assents. This
certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.

Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.

Dated:


	/s/ ROBERT
		LIFESO  	  
			 /s/ WILLIAM
		H. BURNS, JR
	SECRETARY  
			 [SEAL]  
			Chairman of
		the Board



 

COUNTERSIGNED AND REGISTERED:

REGISTER & TRANSFER COMPANY

TRANSFER AGENT AND REGISTRAR

_____________________________________________

Authorized Signature



BACK OF CERTIFICATE



 MINRAD INTERNATIONAL, INC.



The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


	TEN COM   
			 -   
			 as tenants in common  
			 UNIF GIFT
		MIN ACT - ______Custodian_____
	TEN ENT   
			 -   
			as tenants by the
		entireties 	
		 (Cust) 
	                 
		(Minor)
	JT TEN   
			 -   
			 as joint tenants with
		right of   	 under
		Uniform Gifts to Minors
	   	   	survivorship and not as
		tenants   	 Act
		________________
	   	   	in common 	                   
		(State)



Additional abbreviations may also be used though not in the
above list.

 

For Value Received, ______________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE


__________________________________________________________________________________________

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP OR POSTAL CODE, OF


ASSIGNEE)


__________________________________________________________________________________________


__________________________________________________________________________________________


______________________________________________________________________________________
shares 

of the of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint
__________________________________________ Attorney to transfer the said shares
on the books of the within named Corporation with full power of substitution in
the premises.

Dated________________________ 


						___________________________________________________________

						NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND

						WITH THE NAME AS WRITTEN UPON THE FACE OF THE
						CERTIFICATE

						IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
						OR 

						ANY CHANGE WHATEVER

					
				
			
		
	

Signature(s) Guaranteed:

 

_________________________________________________________________

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE

GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS

AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP 

IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),

PURSUANT TO S.E.C. RULE 17Ad-15.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE
ISSUANCE OF A REPLACEMENT CERTIFICATE.