Exhibit 10.10




Exhibit B

REGISTRATION RIGHTS AGREEMENT

                THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"),
is entered into as of June 28, 2005, by and among Minrad International, Inc., a
Delaware corporation (the "Company") and the buyers identified as buyers
subsequent to June 10, 2005 on the Schedule of Buyers attached hereto as 
Exhibit A (each, a "Buyer" and, collectively, the "Buyers").



                THE PARTIES TO THIS AGREEMENT enter into this agreement
on the basis of the following facts, intentions and understanding:

                A.     The Company and the Buyers entered into a Securities
Purchase Agreements, dated as of June 28, 2005 (the "Securities Purchase
Agreement"), and, upon the terms and subject to the conditions of the
Securities Purchase Agreement, the Company has agreed to issue and sell to the
Buyers an aggregate of (i) [725] shares (the "Shares") of the Company's
Series A Convertible Preferred Stock, $0.25 par value (the "Preferred Stock"),
which will be convertible into shares of the Company's common stock, $0.01 par
value (the "Common Stock") (which aggregate number for all Buyers will be
[362,500] shares of Common Stock) (as converted, collectively the "Conversion
Shares") in accordance with the terms of the Company's Certificate of
Designations, Preferences and Rights of Series A Convertible Preferred Stock
(the "Certificate of Designations"), and (ii) Warrants (as the same may
be amended, modified or supplemented from time to time in accordance with the
terms thereof, the "Warrants") to purchase in the aggregate up to
[181,250] shares of Common Stock (as exercised, collectively, the "Warrant
Shares").

                B.     To induce the Buyers to execute and deliver the Securities
Purchase Agreement, the Company has agreed to provide certain registration
rights to the Buyers under the Securities Act of 1933, as amended, and the rules
and regulations thereunder, or any similar successor statute (collectively, the
"1933 Act"), and applicable state securities laws.


                NOW, THEREFORE, in consideration of the promises and the
mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and each
of the Buyers hereby agree as follows:

                1.       
Definitions. As used in this Agreement, the
following terms shall have the following meanings:

                        "Business Day" means any day other than Saturday,
Sunday or any other day on which commercial banks in The City of New York are
required by law to remain closed.

                        "Commission" means the Securities and Exchange
Commission. 

                        "Investor"
means each Buyer and any transferee or assignee thereof to whom a Buyer assigns
its rights under this Agreement and who agrees to become bound by the provisions
of this Agreement in accordance with Section 9 of this Agreement, and any
subsequent transferee or assignee thereof to whom a transferee or assignee
assigns its rights under this 



 

Agreement and who agrees to become bound by the provisions of
this Agreement in accordance with Section 9 of this Agreement. 

                        "Person" means an individual, a limited liability
company, a partnership, a joint venture, a corporation, a trust, an
unincorporated organization or association and governmental or any department or
agency thereof.

                        "register," "registered," and "registration"
means a registration effected by preparing and filing one or more Registration
Statements (as defined below) in compliance with the 1933 Act and pursuant to
Rule 415 under the 1933 Act or any successor rule providing for offering
securities on a continuous or delayed basis ("Rule 415"), and the
declaration or ordering of effectiveness of such Registration Statements by the
Commission.

                        "Registrable Securities" means (i) the Conversion
Shares, (ii) the maximum number of Dividend Shares issued or issuable in
connection with the Shares, assuming all of the Shares remain outstanding
through the Maturity Date (as defined in the Certificate of Designations) and
assuming no conversions or redemptions of the Shares prior to Maturity Date
(iii) the Warrant Shares issued or issuable upon exercise of the Warrants, (iv)
any shares of capital stock issued or issuable with respect to securities
referenced in the preceding clause, as a result of any stock split, stock
dividend, recapitalization, exchange or similar event or otherwise, without
regard to any limitations on exercise of the Warrants, (v) any shares of capital
stock of any entity issued in respect of the capital stock referenced in the
immediately preceding clauses as a result of a merger, consolidation, sale of
assets, sale or exchange of capital stock or other similar transaction;
provided, that any Registrable Securities that have been sold pursuant to a
Registration Statement or Rule 144 promulgated under the 1933 Act shall no
longer be Registrable Securities.

                        "Registration Statement" means a registration
statement or registration statements of the Company filed under the 1933 Act and
covering all of the Registrable Securities.

                Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings set forth in the Securities Purchase
Agreement.

                2.   
Registration.

                            a.     
Mandatory Registration. The Company shall use its best efforts to prepare
and, as soon as practicable but in no event later than 10 business days after
the Closing Date (as defined in the Securities Purchase Agreement) "(the "Filing
Deadline"), file with the Commission a Registration Statement on Form SB-2
covering the resale of all of the Registrable Securities. In the event that Form
SB-2 is unavailable for such a registration, the Company shall use such other
form as is available for such a registration, subject to the provisions of
Section 2(d) of this Agreement. The Registration Statement prepared pursuant
hereto shall register the Registrable Securities for resale, including at least
130% of the number of Conversion Shares and Warrant Shares issuable upon
conversion of the Shares and upon exercise of the Warrants by the Investors from
time to time in accordance with the methods of distribution elected by such
Investors. The Registration Statement shall contain (except if otherwise
directed by the holders  

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of at least a majority of the Registrable Securities)
the "Selling Securityholders" and "Plan of Distribution" sections in
substantially the form attached hereto as Exhibit B, subject to
modification to include information regarding sales of shares by selling
securityholders other than the holders of Registrable Securities. The Company
shall use reasonable efforts to have the Registration Statement declared
effective by the Commission as soon as practicable, but not later than 90
calendar days after the Closing Date (the "Effectiveness Deadline").

                            b.    Allocation of Registrable Securities. The initial
number of Registrable Securities included in any Registration Statement and each
increase in the number thereof included therein shall be allocated pro rata
among the Investors based on the number of Registrable Securities held by each
Investor at the time the Registration Statement covering such initial number of
Registrable Securities or increase thereof is declared effective by the
Commission. In the event that an Investor sells or otherwise transfers any of
such Investor's Registrable Securities, each transferee shall be allocated the
portion of the then remaining number of the applicable Registrable Securities
included in such Registration Statement allocable to the transferor. Except with
respect to any securities indicated in Exhibit C that may be included in any
Registration Statement with the Registrable Securities, in no event shall the
Company include any securities other than Registrable Securities on any
Registration Statement without the prior written consent of the Investors
holding at least a majority in interest of the applicable Registrable
Securities, determined as if all Shares and Warrants then outstanding had been
converted and exercised for Conversion Shares and Warrant Shares without regard
to any limitations on exercise of the Shares and the Warrants (the "Required
Holders").

                            c.     
Legal Counsel. Subject to Section 5 of this Agreement, the Required Holders
in interest of the Registrable Securities shall have the right to select one
legal counsel to review and comment upon any registration pursuant to this
Agreement ( the "Legal Counsel"), which the Investors agree shall be such
counsel as is designated in writing by the Required Holders in a notice to the
other Investors and to the Company. The counsel designated in writing by the
Required Holders shall not represent any Investor that sends such counsel
written notice that such Investor does not wish such counsel to represent it in
connection with the matters discussed in this Section 2(c). The Investors, other
than any Investor that delivers the notice discussed in the preceding sentence,
hereby waive any conflict of interest or potential conflict of interest that may
arise as a result of the representation of such Investors by the Legal Counsel
in connection with the subject matter of this Agreement. This provision will not
prohibit any other counsel to an Investor from reviewing and commenting on any
registration filed pursuant to this Agreement at no cost to the Company.

                            d.    
Ineligibility for Form SB-2. If Form SB-2 is not available for the
registration of the resale of the Registrable Securities hereunder or the
Company is not permitted by the 1933 Act or the Commission to use Form SB-2,
then the Company shall (i) register the resale of the Registrable Securities on
another appropriate form reasonably acceptable to the Required Holders and (ii)
undertake to register the Registrable Securities on Form SB-2 as soon as such
form is available; provided, however, that the Company shall maintain the
effectiveness of the Registration Statement then in effect until such time as a
Registration Statement on Form SB-2 covering all of the Registrable Securities
has been declared effective by the Commission or, if earlier, until the end of
the Registration Period (as defined in Section 3(a).

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                            e.     
Sufficient Number of Shares Registered. In the event the number of shares
registered under a Registration Statement filed pursuant to Section 2(a) of this
Agreement is insufficient to cover all of the Conversion Shares, the Dividend
Shares and Warrant Shares or all of an Investor's allocated portion of the
Conversion Shares and Warrant Shares pursuant to Section 2(b) of this Agreement,
the Company shall amend the Registration Statement, or file a new Registration
Statement (on the short form available therefor, if applicable), or both, so as
to cover at least one hundred and thirty percent (130%) of the number of such
Conversion Shares and Warrant Shares as of the trading day immediately preceding
the date of the filing of such amendment and/or new Registration Statement, in
each case, as soon as practicable, but in no event later than fifteen (15) days
after the necessity therefor arises. The Company shall use its reasonable
efforts to cause such amendment and/or new Registration Statement to become
effective as soon as practicable following the filing thereof. The calculation
of the number of shares of Common Stock sufficient to cover all of the Shares
shall be made without regard to any limitations on the conversion of the Shares,
and such calculation shall assume the Shares are then convertible into
Conversion Shares and assuming the maximum number of Dividend Shares relating to
the Shares will be issued, assuming all of the Shares remain outstanding through
the Maturity Date (as defined in the Certificate of Designations) and no
conversions or redemptions of the Shares prior to the Maturity Date, at the
Conversion Price (as defined in the Certificate of Designations). The
calculation of the number of shares sufficient to cover all of the Warrant
Shares shall be made without regard to any limitations on the exercise of the
Warrants, and such calculation shall assume that all of the Warrants are then
exercisable for, shares of Common Stock at the then prevailing Warrant Exercise
Price (as defined in the Warrants).

                            f. 
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration
Statement. Subject to any elections made pursuant to Section 4(b), if (i) a
Registration Statement covering all the Registrable Securities is not filed with
the Commission on or before the Filing Deadline or is not declared effective by
the Commission on or before the Effectiveness Deadline, (ii) a Registration
Statement covering all of the Registrable Securities required to be covered
thereby, as described in Section 2(e) of this Agreement, is not filed with the
Commission on or before the deadline described in Section 2(e) of this Agreement
or is not declared effective by the Commission on or before the deadline
described in Section 2(e) of this Agreement, (iii) on any day after such
Registration Statement has been declared effective by the Commission, sales of
all of the Registrable Securities required to be included on such Registration
Statement cannot be made as a matter of law (other than during an Allowable
Grace Period (as defined in Section 3(n) of this Agreement) pursuant to such
Registration Statement (including, without limitation, because of a failure to
keep such Registration Statement effective, to disclose such information as is
necessary for sales to be made pursuant to such Registration Statement or to
register a sufficient number of shares of Common Stock but excluding failures
caused solely by a breach of the applicable Investor's obligations hereunder),
or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds
the length of an Allowable Grace Period (each of the items described in clauses
(i), (ii), (iii) and (iv) above shall be referred to as a "Registration Delay"),
then, as partial relief for the damages to any holder by reason of any such
delay in or reduction of its ability to sell the underlying shares of Common
Stock (which remedy shall not be exclusive of any other remedies available at
law or in equity) the Company shall pay on the occurrence of each Registration
Delay and every thirtieth day (pro rated for periods totaling less than thirty
days) thereafter until such Registration Delay is cured, (the Company shall, for
each such day, pay each Investor in cash, as liquidated damages and not as a
penalty, an  

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 amount equal to 0.033% of the Purchase Price of the Shares and
Warrants purchased by such Investor with respect to any such failure; and for
any such day. Such payment shall be made no later than the first business day of
the calendar month next succeeding the month in which such day occurs; provided,
however, that the aggregate amount of such damages shall not exceed 25% of the
Purchase Price of the Shares and Warrants purchased by the Investor. The
payments to which a holder shall be entitled pursuant to this Section 2(f) are
referred to herein as "Registration Delay Payments." The Registration
Delay Payments shall be paid in cash on the earlier of (A) the last day of the
calendar month during which such Registration Delay Payments are incurred and
(B) the third Business Day after the event or failure giving rise to the
Registration Delay Payments is cured. In the event the Company fails to make
Registration Delay Payments in a timely manner, such Registration Delay Payments
shall bear interest at the rate of one and two-tenths percent (1.2%) per month
(prorated for partial months) until paid in full.

                3.    
Related Obligations. At such time as the Company
is obligated to file a Registration Statement with the Commission pursuant to
Section 2(a), 2(d) or 2(e) of this Agreement, the Company will use reasonable
efforts to effect the registration of all of the Registrable Securities in
accordance with the intended method of disposition thereof and, pursuant
thereto, the Company shall have the following obligations: 

                            a.     The
Company shall promptly prepare and file with the Commission a Registration
Statement with respect to all of the Registrable Securities (but in no event
later than the applicable Filing Deadline) and use reasonable efforts to cause
such Registration Statement relating to all of the Registrable Securities
required to be covered thereby to become effective as soon as practicable after
such filing (but in no event later than the applicable Effectiveness Deadline).
The Company shall submit to the SEC, within two (2) Business Days after the
Company learns that no review of a particular Registration Statement will be
made by the staff of the SEC or that the staff has no further comments on a
particular Registration Statement, as the case may be, a request for
acceleration of effectiveness of such Registration Statement to a time and date
not later than 48 hours after the submission of such request. The Company shall,
subject to the terms of this Agreement, keep each Registration Statement
effective pursuant to Rule 415 at all times during the period from the date it
is initially declared effective until the earliest of (i) the second anniversary
of the date such Registration Statement is filed, (ii) the date as of which all
of the Investors (other than any Investors who are "affiliates" of the Company
as such term is used in Rule 144(k) promulgated under the 1933 Act) may sell all
of the Registrable Securities without restriction pursuant to Rule 144(k) (or
the successor rule thereto) promulgated under the 1933 Act or (iii) the date on
which all of the Investors shall have sold all of the Registrable Securities
(the "Registration Period"), which Registration Statement, as of its
filing and effective dates and each day thereafter (including all amendments or
supplements thereto, as of their respective filing and effective dates and each
day thereafter), shall not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein, or necessary to
make the statements therein, not misleading, and the prospectus contained in
such Registration Statement, as of its filing date and each day thereafter
(including all amendments and supplements thereto, as of their respective filing
dates and each day thereafter), shall not contain any untrue statement of a
material fact or omit to state a material fact required to be stated thereon, or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading.

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                            b.    
Subject to Section 3(n) of this Agreement, the Company shall prepare and file
with the Commission such amendments (including post-effective amendments) and
supplements to the Registration Statement and the prospectus used in connection
with such Registration Statement, which prospectus is to be filed pursuant to
Rule 424 (or any successor rule thereto) promulgated under the 1933 Act, as may
be necessary to keep such Registration Statement effective at all times during
the Registration Period, and, during such period, comply with the provisions of
the 1933 Act. In the case of amendments and supplements to a Registration
Statement and the prospectus used in connection with such Registration Statement
which are required to be filed pursuant to this Agreement (including pursuant to
this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form
10-Q or Form 8-K or any analogous report under the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder, or any similar
successor statute (the "1934 Act"), the Company shall have incorporated
such report by reference into such Registration Statement, if applicable, or
shall file such amendments or supplements with the Commission on the same day on
which the 1934 Act report is filed which created the requirement for the Company
to amend or supplement such Registration Statement and prospectus.

                            c.     The
Company shall permit Legal Counsel, or if no Legal Counsel shall have been
chosen by the Investors, the Investors, to review and provide written comment
upon each Registration Statement, prospectus and all amendments and supplements
thereto at least three (3) Business Days prior to their filing with the
Commission (provided, however, that if the comments of Legal Counsel made within
three (3) Business Days of the filing of the Registration Statement shall
require any changes in Registration Statement prior to its filing, then
applicable deadlines for filing and effectiveness of the Registration Statement
shall be extended by three (3) Business Days). The Company shall furnish to the
Investors and Legal Counsel, without charge, (i) promptly after receipt of such
correspondence, copies of all correspondence from the Commission or the staff of
the Commission to the Company or its representatives relating to each
Registration Statement, prospectus and all amendments and supplements thereto,
(ii) promptly after the same is prepared and filed with the Commission, one (1)
copy of each Registration Statement, prospectus and all amendments and
supplements thereto, including all exhibits and financial statements related
thereto, and (iii) promptly upon the effectiveness of each Registration
Statement and each amendment and supplement thereto, one (1) copy of the
prospectus included in each such Registration Statement and all amendments and
supplements thereto. The Company agrees that it will, and it will cause its
counsel to, consider in good faith any comments or objections from Legal
Counsel, or if no Legal Counsel shall have been selected, the Investors, as to
the form or content of each Registration Statement, prospectus and all
amendments or supplements thereto or any request for acceleration of the
effectiveness of each Registration Statement, prospectus and all amendments or
supplements thereto.

                            d. 
    Intentionally omitted].

                            e.     
Subject to Section 3(n) of this Agreement, and excluding any Registrable Shares
held by Investors electing to exclude their Registrable Shares from the
Registration Statement under Section 4(b), the Company shall use reasonable
efforts to (i) promptly register and qualify, unless an exemption from
registration and qualification applies, the resale of the Registrable Securities
under such other securities or "blue sky" laws of all applicable jurisdictions
in the United States as any holder of Registrable Shares reasonably  

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requests in
writing, (ii) promptly prepare and file in those jurisdictions, such amendments
(including post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof during
the Registration Period, (iii) promptly take such other actions as may be
reasonably necessary to maintain such registrations and qualifications in effect
at all times during the Registration Period, and (iv) promptly take all other
actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to file a general
consent to service of process in any such jurisdiction, except in such
jurisdictions where the Company is subject to service of process. The Company
shall promptly notify each Investor who holds Registrable Securities and Legal
Counsel of the receipt by the Company of any notification with respect to the
suspension of the registration or qualification of any of the Registrable
Securities for sale under the securities or "blue sky" laws of any jurisdiction
in the United States or its receipt of notice of the initiation or threatening
of any proceeding for such purpose.

                            f.     
Notwithstanding anything to the contrary set forth herein, as promptly as
practicable after becoming aware of such event, the Company shall notify each
Investor and Legal Counsel in writing of the happening of any event as a result
of which (i) the Registration Statement or any amendment or supplement thereto,
as then in effect, includes an untrue statement of a material fact or omission
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading or (ii) the prospectus related to such
Registration Statement or any amendment or supplement thereto includes an untrue
statement of a material fact or omission to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and, subject to
Section 3(n) of this Agreement, promptly prepare a supplement or amendment to
such Registration Statement and prospectus to correct such untrue statement or
omission, and deliver such number of copies of such supplement or amendment to
each Investor and Legal Counsel as such Investor or Legal Counsel may reasonably
request. The Company shall also promptly notify each Investor and Legal Counsel
in writing (i) when a prospectus and each prospectus supplement or amendment
thereto has been filed, and when a Registration Statement and each amendment
(including post-effective amendments) and supplement thereto has been declared
effective by the Commission (notification of such effectiveness shall be
delivered to each Investor and Legal Counsel by facsimile on the same day of
such effectiveness and by overnight mail), (ii) of any request by the Commission
for amendments or supplements to a Registration Statement or related prospectus
or related information, and (iii) of the Company's reasonable determination that
an amendment (including any post-effective amendment) or supplement to a
Registration Statement or prospectus would be appropriate (subject to Section
3(n) hereof).

                                g.     
Subject to Section 3(n) of this Agreement, the Company shall use reasonable
efforts to (i) prevent the issuance of any stop order or other suspension of
effectiveness of a Registration Statement, or the suspension of the
qualification of any of the Registrable Securities for sale in any jurisdiction,
(ii) if such an order or suspension is issued, obtain the withdrawal of such
order or suspension at the earliest practicable moment and notify each holder of
Registrable Securities and Legal Counsel of the issuance of such order and the
resolution thereof or its receipt of notice of the initiation or threat of any
proceeding for such purpose.

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                                h.     The
Company shall hold in confidence and not make any disclosure of information
concerning an Investor provided to the Company unless (i) disclosure of such
information is necessary to comply with United States federal or state
securities laws, (ii) the disclosure of such information is necessary to avoid
or correct a misstatement or omission in any Registration Statement, prospectus
or any amendment or supplement thereto, (iii) the release of such information is
ordered pursuant to a subpoena or other final, non-appealable order from a court
or governmental body of competent jurisdiction, or (iv) such information has
been made generally available to the public other than by disclosure in
violation of this Agreement or any other agreement. The Company agrees that it
shall, upon learning that disclosure of such information concerning an Investor
is sought in or by a court or governmental body of competent jurisdiction or
through other means, unless ordered or requested by the Commission or other
governmental authority not to do so, give prompt written notice to such Investor
and allow such Investor, at the Investor's expense, to undertake appropriate
action to prevent disclosure of, or to obtain a protective order for, such
information.

                                i.     The
Company shall use reasonable efforts to cause all the Conversion Shares, the
Dividend Shares and Warrant Shares to be listed on each securities exchange on
which securities of the same class or series issued by the Company are then
listed, if any, if the listing of such Conversion Shares, the Dividend Shares
and Warrant Shares is then permitted under the rules of such exchange. The
Company shall pay all fees and expenses in connection with satisfying its
obligation under this Section 3(i).

                                j.     In
connection with any sale or transfer of Registrable Securities pursuant to a
Registration Statement, the Company shall cooperate with the Investors who hold
Registrable Securities being offered and, to the extent applicable, facilitate
the timely preparation and delivery of certificates (not bearing any restrictive
legend) representing the Registrable Securities to be offered pursuant to a
Registration Statement and enable such certificates to be in such denominations
or amounts, as the case may be, as the Investors may reasonably request and,
registered in such names as the Investors may request.

                                k.     If
requested by an Investor, the Company shall (i) as soon as practicable,
incorporate in each prospectus supplement or post-effective amendment to the
Registration Statement such information as an Investor provides in writing and
reasonably requests to be included therein relating to the sale and distribution
of the Registrable Securities, and (ii) as soon as practicable, make all
required filings of such prospectus supplement or post-effective amendment after
being notified of the matters to be incorporated in such prospectus supplement
or post-effective amendment.

                                l.     The
Company shall comply with all applicable rules and regulations of the Commission
in connection with any registration hereunder. 

                               m.     
Within two (2) Business Days after a Registration Statement is ordered effective
by the Commission the Company will so notify the transfer agent for the
Registrable Securities and the Investors whose Registrable Securities are
included in the Registration Statement. 

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                                n.     
Notwithstanding anything to the contrary herein, at any time after a
Registration Statement has been declared effective by the Commission, the
Company may delay the disclosure of material non-public information concerning
the Company if the disclosure of such information at the time is not, in the
good faith judgment of the Board of Directors of the Company relying upon the
opinion of counsel, in the best interests of the Company (a "Grace Period");
provided, however, that the Company shall promptly (i) notify the Investors in
writing of the existence of material non-public information giving rise to a
Grace Period (provided that the Company shall not disclose the content of such
material non-public information to the Investors) and the date on which the
Grace Period will begin, and (ii) notify the Investors in writing of the date on
which the Grace Period ends; provided further, that no single Grace Period shall
exceed fifteen (15) consecutive days, and during any three hundred sixty-five
(365) day period, the aggregate of all of the Grace Periods shall not exceed an
aggregate of thirty (30) days and the first day of any Grace Period must be at
least five (5) trading days after the last day of any prior Grace Period (each
Grace Period complying with this provision being an "Allowable Grace Period").
For purposes of determining the length of a Grace Period, the Grace Period shall
be deemed to begin on and include the date the Investors receive the notice
referred to in clause (i) above and shall end on and include the later of the
date the Investors receive the notice referred to in clause (ii) above and the
date referred to in such notice; provided, however, that no Grace Period shall
be longer than an Allowable Grace Period. The provisions of Section 3(g) of this
Agreement shall not be applicable during the period of any Allowable Grace
Period. Upon expiration of the Grace Period, the Company shall again be bound by
the first sentence of Section 3(f) of this Agreement.

                                o.     If reasonably requested in writing in connection with any
disposition of Registrable Securities pursuant to a Registration Statement, make
reasonably available for inspection during normal business hours by a
representative for the Investors of such Registrable Securities and any
broker-dealers, attorneys and accountants retained by such Investors, all
relevant financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries, and cause the appropriate
executive officers, directors and designated employees of the Company and its
subsidiaries to make reasonably available for inspection during normal business
hours all relevant information reasonably requested by such representative for
the Investors or any such broker-dealers, attorneys or accountants in connection
with such disposition, in each case as is customary for similar "due diligence"
examinations; provided, however, that any information that is designated by the
Company, in good faith, as confidential at the time of delivery of such
information shall be kept confidential by such Persons, unless disclosure
thereof is made in connection with a court, administrative or regulatory
proceeding or required by law, or such information has become available to the
public generally through the Company or through a third party without an
accompanying obligation of confidentiality.

                                p.     The Company shall make generally available to its security
holders as soon as practical, but not later than ninety (90) days after the
close of the period covered thereby, an earnings statement (in form complying
with, and in the manner provided by, the provisions of Rule 158 under the 1933
Act) covering a twelve-month period beginning not later than the first day of
the Company's fiscal quarter next following the effective date of a Registration
Statement.

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                        4.
Obligations of the Investors.

                                a.     At
least three (3) Business Days prior to the first anticipated filing date of a
Registration Statement, the Company shall notify each Investor in writing of the
information the Company requires from each such Investor if such Investor elects
to have any of such Investor's Registrable Securities included in such
Registration Statement. It shall be a condition precedent to the obligations of
the Company to complete the registration pursuant to this Agreement with respect
to the Registrable Securities of a particular Investor that such Investor shall
furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect the
effectiveness of the registration of such Registrable Securities and shall
execute such documents in connection with such registration as the Company may
reasonably request. Each Investor shall promptly notify the Company of any
material change with respect to such information previously provided to the
Company by such Investor.

                                b.     
Each Investor agrees to cooperate with the Company as reasonably requested by
the Company in connection with the preparation and filing of any Registration
Statement hereunder, unless such Investor has notified the Company in writing of
such Investor's election to exclude all of such Investor's Registrable
Securities from such Registration Statement, in which case, such Investor does
not need to cooperate with the Company until it notifies the Company of its
desire to include one or more shares of the Registrable Securities in such
Registration Statement.

                                c.   

Each Investor agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(g) or 3(n) of this
Agreement or the first sentence of Section 3(f) of this Agreement, such Investor
will immediately discontinue disposition of Registrable Securities pursuant to
any Registration Statements covering such Registrable Securities until such
Investor's receipt of the copies of the amended or supplemented prospectus
contemplated by Section 3(g) of this Agreement or the first sentence of Section
3(f) of this Agreement or receipt of notice that no amendment or supplement is
required and, if so directed by the Company, such Investor shall deliver to the
Company (at the expense of the Company) or destroy (and deliver to the Company a
certificate of destruction) all copies of the prospectus covering such
Registrable Securities current at the time of receipt of such notice (other than
a single file copy, which such Investor may keep) in such Investor's possession.

-10-



                        5.     
Expenses of Registration. All expenses, other than
underwriting discounts and commissions, incurred in connection with
registrations, filings or qualifications pursuant to Sections 2 and 3 of this
Agreement, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, transfer agent fees and fees
and disbursements of counsel for the Company, shall be paid by the Company. The
Company shall pay all of the Investors' reasonable costs (but not including fees
and disbursements of Legal Counsel) incurred in connection with the
registration, filing or qualification pursuant to this Agreement.

                        6.    
Indemnification. In the event any Registrable
Securities are included in a Registration Statement under this Agreement:


                               a.     To
the fullest extent permitted by law, the Company will, and hereby does,
indemnify, hold harmless and defend each Investor, the directors, officers,
members, partners, employees, agents, representatives of, and each Person, if
any, who controls any Investor within the meaning of the 1933 Act or the 1934
Act (each, an "Indemnified Person"), against any losses, claims, damages,
liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys'
fees, amounts paid in settlement or expenses, joint or several, (collectively, "Claims")
incurred in investigating, preparing or defending any action, claim, suit,
inquiry, proceeding, investigation or appeal taken from the foregoing by or
before any court or governmental, administrative or other regulatory agency,
body or the Commission, whether pending or threatened, whether or not an
indemnified party is or may be a party thereto ("Indemnified Damages"),
to which any of them may become subject insofar as such Claims (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon (i) any untrue statement or alleged untrue statement of a
material fact in a Registration Statement or any amendment (including
post-effective amendments) or supplement thereto or in any filing made in
connection with the qualification of the offering under the securities or other
"blue sky" laws of any jurisdiction in which the Registrable Securities are
offered ("Blue Sky Filing"), or the omission or alleged omission to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading, (ii) any untrue statement or alleged untrue
statement of a material fact contained in any preliminary prospectus if
authorized for use by the Company prior to the effective date of such
Registration Statement, or contained in the final prospectus (as amended or
supplemented, if any) or the omission or alleged omission to state therein any
material fact necessary to make the statements made therein, in light of the
circumstances under which the statements therein were made, not misleading,
(iii) any violation or alleged violation by the Company of the 1933 Act, the
1934 Act, any other law, including, without limitation, any state securities
law, or any rule or regulation thereunder relating to the offer or sale of the
Registrable Securities pursuant to a Registration Statement, or (iv) any
material violation of this Agreement by the Company (the matters in the
foregoing clauses (i) through (iv) being, collectively, "Violations").
Subject to Section 6(c) of this Agreement, the Company shall reimburse the
Indemnified Persons, promptly as such expenses are incurred and are due and
payable, for any legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified
Person arising out of or based upon a Violation which occurs in reliance upon
and in conformity with information furnished in writing to the Company by such
Indemnified Person or its Legal Counsel expressly for use in connection with the
preparation of the Registration Statement or any such amendment  

-11-



 thereof or
supplement thereto; (ii) shall not be available to the extent such Claim is
based on a failure of the Investor to deliver or to cause to be delivered the
prospectus made available by the Company, including a corrected prospectus, if
such prospectus or corrected prospectus was timely made available by the Company
pursuant to Section 3(d) of this Agreement; and (iii) shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior
written consent of the Company, which consent shall not be unreasonably
withheld, conditioned or delayed. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of the Indemnified
Person and shall survive the transfer of the Registrable Securities by the
Investors pursuant to Section 9 of this Agreement.

                               b.     In
connection with any Registration Statement in which an Investor is
participating, each such Investor agrees to severally and not jointly indemnify,
hold harmless and defend, to the same extent and in the same manner as is set
forth in Section 6(a) of this Agreement, the Company, each of its directors,
each of its officers who signs the Registration Statement, its agents and each
Person, if any, who controls the Company within the meaning of the 1933 Act or
the 1934 Act (each, an "Indemnified Party"), against any Claims or
Indemnified Damages to which any of them may become subject, under the 1933 Act,
the 1934 Act or otherwise, insofar as such Claims or Indemnified Damages arise
out of or are based upon any Violation (including for purposes of this
paragraph, a material violation of this Agreement by the Investor), in each case
to the extent, and only to the extent, that such Violation occurs in reliance
upon and in conformity with written information furnished to the Company by such
Investor or its Legal Counsel expressly for use in connection with such
Registration Statement and, subject to Section 6(c) of this Agreement, such
Investor will reimburse any legal or other expenses reasonably incurred by an
Indemnified Party in connection with investigating or defending any such Claim;
provided, however, that the indemnification agreement contained in this Section
6(b) and the agreement with respect to contribution contained in Section 7 of
this Agreement shall not apply to amounts paid in settlement of any Claim if
such settlement is effected without the prior written consent of such Investor,
which consent shall not be unreasonably withheld or delayed; provided, further,
that the Investor shall be liable under this Section 6(b) for only that amount
of the Claims and Indemnified Damages as does not exceed the net proceeds to
such Investors as a result of the sale of Registrable Securities pursuant to
such Registration Statement. Such indemnification agreement shall remain in full
force and effect regardless of any investigation made by or on behalf of such
Indemnified Party and shall survive the transfer of the Registrable Securities
by the Investors pursuant to Section 9 of this Agreement. Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(b) shall not inure to the benefit of any Indemnified
Party if the untrue statement or omission of material fact contained in the
preliminary prospectus was corrected on a timely basis in the prospectus, as
then amended or supplemented.

                               c.     
Promptly after an Indemnified Person or Indemnified Party under this Section 6
has knowledge of any Claim as to which such Indemnified Person or Indemnified
Party reasonably believes indemnity may be sought or promptly after such
Indemnified Person or Indemnified Party receives notice of the commencement of
any action or proceeding (including any governmental action or proceeding)
involving a Claim, such Indemnified Person or Indemnified Party shall, if a
Claim in respect thereof is to be made against any indemnifying party under this
Section 6, deliver to the indemnifying party a written notice of such Claim, and
the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying  

-12-



 
party so desires, jointly with any other indemnifying party similarly noticed,
to assume control of the defense thereof with counsel mutually satisfactory to
the indemnifying party and the Indemnified Person or the Indemnified Party, as
the case may be; provided, however, that an Indemnified Person or Indemnified
Party shall have the right to retain its own counsel if, in the reasonable
opinion of counsel retained by the indemnifying party, the representation by
such counsel of the Indemnified Person or Indemnified Party and the indemnifying
party would be inappropriate due to actual or potential differing interests
between such Indemnified Person or Indemnified Party and any other party
represented by such counsel in such proceeding; provided, further, that the
indemnifying party shall not be responsible for the reasonable fees and expense
of more than one (1) separate legal counsel for such Indemnified Person or
Indemnified Party. In the case of an Indemnified Person, the legal counsel
referred to in the immediately preceding sentence shall be selected by the
Required Holders. The Indemnified Party or Indemnified Person shall cooperate
fully with the indemnifying party in connection with any negotiation or defense
of any such action or Claim by the indemnifying party and shall furnish to the
indemnifying party all information reasonably available to the Indemnified Party
or Indemnified Person which relates to such action or Claim. The indemnifying
party shall keep the Indemnified Party or Indemnified Person fully apprised at
all times as to the status of the defense or any settlement negotiations with
respect thereto. No indemnifying party shall be liable for any settlement of any
action, claim or proceeding effected without its prior written consent;
provided, however, that the indemnifying party shall not unreasonably withhold,
delay or condition its consent. No indemnifying party shall, without the prior
written consent of the Indemnified Party or Indemnified Person, consent to entry
of any judgment or enter into any settlement or other compromise which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party or Indemnified Person of a full release from all
liability in respect to such Claim and action and proceeding. After
indemnification as provided for under this Agreement, the rights of the
indemnifying party shall be subrogated to all rights of the Indemnified Party or
Indemnified Person with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The failure to
deliver written notice to the indemnifying party as provided in this Agreement
shall not relieve such indemnifying party of any liability to the Indemnified
Person or Indemnified Party under this Section 6, except to the extent that the
indemnifying party is prejudiced in its ability to defend such action. 

                               d.     No
Person involved in the sale of Registrable Securities who is guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) in connection with such sale shall be entitled to indemnification from any
Person involved in such sale of Registrable Securities who is not guilty of
fraudulent misrepresentation.

                               e.     The
indemnification required by this Section 6 shall be made by periodic payments of
the amount thereof during the course of the investigation or defense, as and
when bills are received or Indemnified Damages are incurred.

                               f.     The
indemnification agreements contained herein shall be in addition to (i) any
cause of action or similar right of the Indemnified Party or Indemnified Person
against the indemnifying party or others, and (ii) any liabilities the
indemnifying party may be subject to pursuant to the law. 

-13-



                        7.     
Contribution. To the extent any indemnification by
an indemnifying party is prohibited or limited by law, the indemnifying party
agrees to make the maximum contribution with respect to any amounts for which it
would otherwise be liable under Section 6 of this Agreement to the fullest
extent permitted by law; provided, however, that: 

                        (i) no contribution shall be made under circumstances where
the maker would not have been liable for indemnification under the fault
standards set forth in Section 6 of this Agreement, (ii) no Person involved in
the sale of Registrable Securities who is guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) in connection with such
sale shall be entitled to contribution from any Person involved in such sale of
Registrable Securities who is not guilty of fraudulent misrepresentation, and
(iii) contribution by any seller of Registrable Securities shall be limited in
amount to the net amount of proceeds received by such seller from the sale of
such Registrable Securities pursuant to such Registration Statement. The
provisions of this Section 7 shall remain in full force and effect, regardless
of the investigation made by or on behalf of the beneficiaries of this Section 7
and shall survive the transfer of Registrable Securities by the Investors
pursuant to Section 9 of this Agreement.

                        8.    
Reporting.

                               a.     
Reports Under The 1934 Act. With a view to making available to the Investors the
benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or
regulation of the Commission that may at any time permit the Investors to sell
securities of the Company to the public without registration ("Rule 144"), the
Company shall use reasonable efforts to:

                                        (a)     make
and keep public information available, as those terms are understood and defined
in Rule 144; 

                                        (b)     file
with the Commission in a timely manner all reports and other documents required
of the Company under the 1933 Act and the 1934 Act; and

                                        (c)     furnish
to each Investor, so long as such Investor owns Registrable Securities, promptly
upon request, (A) a written statement by the Company, if true, that it has
complied with the applicable reporting requirements of Rule 144, the 1933 Act
and the 1934 Act, (B) a copy of the most recent annual or quarterly report of
the Company and copies of such other reports and documents so filed by the
Company, and (C) such other information as may be reasonably requested to permit
the Investors to sell such securities pursuant to Rule 144 without registration.


                               b.     
Rule 144A Information. The Company shall, upon request of any Investor, make
available to such Investor the information required by Rule 144A(d)(4) (or any
successor rule) under the 1933 Act. 

                        9.     
Assignment of Registration Rights. This Agreement
shall inure to the benefit of and be binding upon the successors and assigns of
each of the parties, including, without the need for an express assignment or
any consent by the Company thereto, subsequent Investors, subject to the
condition that such transfer shall have been conducted in accordance with all
applicable federal and state securities laws. The rights under this Agreement
shall be   

-14-



automatically assignable by the Investors to any transferee of all or
any portion of such Investor's Registrable Securities if: (i) the Investor
agrees in writing with the transferee or assignee to assign such rights, and a
copy of such agreement is furnished to the Company within a reasonable time
after such assignment; (ii) the Company is, within a reasonable time after such
transfer or assignment, furnished with written notice of (a) the name and
address of such transferee or assignee, and (b) the securities with respect to
which such rights are being transferred or assigned; (iii) immediately following
such transfer or assignment, the further disposition of such securities by the
transferee or assignee is restricted under the 1933 Act and applicable state
securities laws; (iv) at or before the time the Company receives the written
notice contemplated by clause (ii) of this sentence, the transferee or assignee
agrees in writing with the Company to be bound by all of the obligations of an
Investor under this Agreement; (v) such transfer shall have been made in
accordance with the applicable requirements of the Securities Purchase Agreement
and the Warrants; and (vi) such transfer shall have been conducted in accordance
with all applicable federal and state securities laws. The Company hereby
shall extend the benefits of this Agreement to any Investor and any such
Investor may specifically enforce the provisions of this Agreement as if an
original party hereto. 

                        10.    
Amendment of Registration Rights. Any provision of
this Agreement may be amended and the observance of any provision of this
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and the Required Holders. Any amendment or waiver affected in accordance with
this Section 10 shall be binding upon each Investor and the Company. No such
amendment shall be effective to the extent that it applies to less than all of
the holders of the Registrable Securities. No consideration shall be offered or
paid to any Person to amend or consent to a waiver or modification of any
provision of any of this Agreement unless the same consideration also is offered
to all of the parties to this Agreement.

                       
11.    
Miscellaneous.

                               a.     A
Person is deemed to be a holder of Registrable Securities whenever such Person
owns or is deemed to own of record such Registrable Securities. If the Company
receives conflicting instructions, notices or elections from two or more Persons
with respect to the same Registrable Securities, the Company shall act upon the
basis of instructions, notice or election received from such record owner of
such Registrable Securities.

                               b.     Any
notices, consents, waivers or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have been delivered: (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (evidenced by mechanically or electronically
generated receipt by the sender's facsimile machine); or (iii) one (1) Business
Day after deposit with a nationally recognized overnight delivery service, in
each case properly addressed to the party to receive the same. The addresses and
facsimile numbers for such communications shall be:

                                           
            If to the Company:

                                                    Minrad International, Inc.

                                   
                847 Main Street

                -15-

              
                
                                   
                Buffalo, New York 14203

                                                   
                Attention: Chief Executive Officer

                                                   
                Fax: (716) 855-1078

                                            With a copy (for informational purposes only) to:

                                                    Hodgson Russ LLP

                                                   
                One M&T Plaza

                                                   
                Suite 2000

                                                   
                Buffalo, New York 14203

                                                   
                Attention: Ward Hinkle, Esq.

                                                   
                Fax: (716) 849-0349

If to Legal Counsel, to such address as Legal Counsel shall advise the
Company in writing to deliver notices to. If to a Buyer, to its address and
facsimile number set forth on the Schedule of Buyers attached hereto as Exhibit
A, with copies to such Buyer's representatives as set forth on the Schedule of
Buyers, or to such other address and/or facsimile number and/or to the attention
of such other Person as the recipient party has specified by written notice
given to each other party.

                               c.     
Failure of any party to exercise any right or remedy under this Agreement or
otherwise, or delay by a party in exercising such right or remedy, shall not
operate as a waiver thereof.

                               d.     All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision or
rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of
New York. Each party hereby irrevocably submits to the non-exclusive
jurisdiction of the state and federal courts sitting the City of New York,
borough of Manhattan, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
If any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND
AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION 

-16-



  HEREWITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

                                e.
    
This Agreement, the Securities Purchase Agreement, the Warrants and the other
documents referenced herein and therein constitute the entire agreement among
the parties hereto with respect to the subject matter hereof and thereof. There
are no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein and therein. This Agreement, the Securities Purchase
Agreement and the Warrants supersede all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof and thereof.


                               f.     
This Agreement shall become effective as of the Closing Date.

                               g.    Subject to the requirements of Section 9 of this
Agreement, this Agreement shall inure to the benefit of and be binding upon the
permitted successors and assigns of each of the parties hereto. 

                               h.     The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof. 

                               i.     
This Agreement may be executed in identical counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same agreement.
This Agreement, once executed by a party, may be delivered to the other parties
hereto by facsimile transmission of a copy of this Agreement bearing the
signature of the party so delivering this Agreement. 

                               j.     
Each party shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.

                               k.     All
consents and other determinations required to be made by the Investors pursuant
to this Agreement shall be made, unless otherwise specified in this Agreement,
by the Required Holders.

                               l.   
This Agreement is intended for the benefit of the parties hereto and their
respective permitted successors and assigns, and is not for the benefit of, nor
may any provision hereof be enforced by, any other Person. 

                              
m.   The obligations of each Buyer under any Transaction Document are
several and not joint with the obligations of any other Buyer, and no Buyer
shall be responsible in any way for the performance of the obligations of any
other Buyer under any Transaction Document. Nothing contained herein or in any
other Transaction Document, and no action taken by any Buyer pursuant hereto or
thereto, shall be deemed to constitute the Buyers as a partnership, an
association, a joint venture or any other kind of entity, or create a
presumption that the Buyers are in any way acting in concert or as a group with
respect to such obligations or the transactions contemplated by the Transaction
Documents. Each Buyer confirms that it has 

-17-



independently participated in the negotiation of the
transaction contemplated hereby with the advice of its own counsel and advisors.
Each Buyer shall be entitled to independently protect and enforce its rights,
including, without limitation, the rights arising out of this Agreement or out
of any other Transaction Documents, and it shall not be necessary for any other
Buyer to be joined as an additional party in any proceeding for such purpose.

-18-




                    IN WITNESS WHEREOF, the parties have caused this
Registration Rights Agreement to be duly executed as of day and year first above
written. 

	 	COMPANY
	 	 	 
	 	MINRAD INTERNATIONAL,
    INC.
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 

[Signatures of Buyers on Following Page]



[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

	 	BUYER
	 	 	 
	 	SDS CAPITAL GROUP SPC,
    LTD.
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:  Steve Derby
	 	 	Title:  Managing Director








 

 

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

	 	BUYER
	 	 	 
	 	 	 
	 	 
	 	Name:  Laird Cagan








 

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

	 	BUYER
	 	 	 
	 	 	 
	 	 
	 	Name:  Eric McAfee








[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

	 	BUYER
	 	 	 
	 	CAMOFI MASTER LDC
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  








 

 

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

	 	BUYER
	 	 	 
	 	CORSAIR CAPITAL
    PARTNERS 100, L.P.
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  








 

 

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

	 	BUYER
	 	 	 
	 	CORSAIR CAPITAL
    INVESTORS, LTD
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  






 

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

	 	
    EXHIBIT A

	 	 
	 	 
	 	BUYER
	 	 	 
	 	CORSAIR CAPITAL
    PARTNERS, L.P.
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  






-1-

EXHIBIT A TO REGISTRATION RIGHTS AGREEMENT 

SCHEDULE OF BUYERS





	
    NAME OF BUYERS
	 	
    AGGREGATE

 NUMBER

 OF SHARES

    	 	
    NUMBER OF CONVERSION SHARES
	 	
    NUMBER OF WARRANT SHARES

	Rubicon Master Fund	 	4,000	 	2,000,000	 	1,000,000
	Crestview Capital Master LLC	 	2,000	 	1,000,000	 	500,000
	Enable Growth Partners LP	 	370	 	185,000	 	92,500
	Enable Opportunities Partners LP	 	65	 	32,500	 	16,250
	Spencer Trask Illumination Fund,
    LLC	 	250	 	125,000	 	62,500
	International Capital Advisory,
    Inc.	 	140	 	70,000	 	35,000
	Laird Cagan	 	105	 	52,500	 	26,250
	Eric McAfee	 	105	 	52,500	 	26,250
	
    TOTAL
	 	7,035	 	3,517,500	 	1,758,750
	Buyers on June 21, 2005:	 	 	 	 	 	 
	Michael Toibb	 	50	 	25,000	 	12,500
	Gail Toibb Carrier	 	50	 	25,000	 	12,500
	Scott M. & Cheryl L. Hergott
    Living Trust 2003	 	50	 	25,000	 	12,500
	Howard Smuckler 	 	25	 	12,500	 	6,250
	HLTGT LLC	 	300	 	150,000	 	75,000
	Toibb Investment LLC	 	2,525	 	1,262,500	 	631,250
	
    TOTAL for June 21, 2005
	 	3,000	 	1,500,000	 	750,000
	Buyers subsequent to June 21,
    2005:	 	 	 	 	 	 
	SDS Capital Group SPC, Ltd.	 	250	 	125,000	 	62,500
	Laird Cagan	 	63	 	31,500	 	15,750
	Eric McAfee	 	62	 	31,000	 	15,000
	CAMOFI Master LDC	 	350	 	175,000	 	87,500
	Corsair Capital Partners, L.P.	 	425	 	212,500	 	106,250



-2-

 

	
    NAME OF BUYERS
	 	
    AGGREGATE

 NUMBER

 OF SHARES

    	 	
    NUMBER OF CONVERSION SHARES
	 	
    NUMBER OF WARRANT SHARES

	 	 	 	 	 	 	 
	Corsair Investors, Ltd.	 	58	 	29,000	 	14,500
	Corsair Capital Partners 100,
    L.P.	 	17	 	8,500	 	4,250
	
    TOTAL for Byers subsequent to
    June 21, 2005
	 	1,225	 	612,500	 	306,250






-3-




EXHIBIT B

SELLING SECURITYHOLDERS


                    The shares of Series A preferred stock and warrants were
originally issued by us in transactions exempt from the registration
requirements of the 1933 Act to persons reasonably believed to be "accredited
investors" as defined in Regulation D under the 1933 Act. For additional
information regarding the shares of Series A preferred stock and warrants see
"Private Placement of Shares and Warrants" above. We are registering the shares
of common stock underlying the Series A preferred stock and the warrants in
order to permit the selling securityholders to offer the shares of common stock
for resale from time to time. 

                    The table below lists the selling securityholders and other
information regarding the beneficial ownership of the shares of common stock by
each of the selling securityholders. The second column lists the number of
shares of common stock beneficially owned by each selling stockholder as of
________, 2005, assuming conversion of all Series A preferred stock and exercise
of all of the warrants held by the selling securityholders on that date, without
regard to any limitations on conversion or exercise. The third column lists the
shares of common stock being offered pursuant to this prospectus by each of the
selling securityholders. The fourth column lists the number of shares that will
be beneficially owned by the selling securityholders assuming all of the shares
offered pursuant to this prospectus are sold and that shares beneficially owned
by them, as of __________, 2005, but not offered hereby are not sold.

                    In accordance with the terms of registration rights
agreements with the holders of shares of Series A preferred stock and warrants,
this prospectus generally covers the resale of 130% of the maximum number of
shares of common stock issuable upon dividends paid in stock on the Series A
preferred stock, upon conversion of the shares of Series A preferred stock, and
upon exercise of the warrants (in each case without taking into account any
limitations on the conversion of the shares of Series A preferred stock and
exercise of the warrants set forth in the Certificate of Designations,
Preferences and Rights of Series A Preferred Stock and the warrants) as of the
trading day immediately preceding the date this registration statement was
initially filed with the SEC. Because the conversion price of the Series A
preferred stock and the exercise price of the warrants may be adjusted, the
number of shares that will actually be issued may be more or less than the
number of shares being offered by this prospectus.

                    Under the terms of the Series A preferred stock and the
warrants, a selling securityholder may not convert the Series A preferred stock
or exercise the warrants, to the extent such conversion or exercise would cause
such selling securityholder, together with its affiliates, to beneficially own a
number of shares of common stock which would exceed 9.99% of our then
outstanding shares of common stock following such conversion or exercise,
excluding for purposes of such determination shares of common stock issuable
upon conversion of the shares of Series A preferred stock which have not be
converted and exercise of the warrants which have not been exercised. The
numbers in the second column do not reflect this limitation. The selling
securityholders may sell all, some or none of their shares in this offering. See
"Plan of Distribution."

-1-



                    The inclusion of any securities in the following table does
not constitute an admission of beneficial ownership by the persons named below.

	Name of
    Selling Securityholder	 	Shares of
    Common Stock Owned Before the Offering	 	Shares of
    Common Stock Offered Hereby	 	Shares of
    Common Stock Owned After the Offering (1)
	 	 	 	 	 	 	 






                    (1)     Assumes that all of the shares offered hereby are sold
and that shares owned before the offering but not offered hereby are not sold.

-2-




PLAN OF DISTRIBUTION


                    We are registering shares of common stock to permit the
resale of such common stock by the holders from time to time after the date of
this prospectus. We will not receive any of the proceeds from the sale by the
selling securityholders of the securities. We will bear all fees and expenses
incident to our obligation to register the shares of common stock.

                    The selling securityholders may sell all or a portion of the
securities beneficially owned by them and offered hereby from time to time
directly or through one or more underwriters, broker-dealers or agents. If the
securities are sold through underwriters or broker-dealers, the selling
securityholders will be responsible for underwriting discounts or commissions or
agent's commissions. The securities may be sold in one or more transactions at
fixed prices, at prevailing market prices at the time of the sale, at varying
prices determined at the time of sale, or at negotiated prices. These sales may
be effected in transactions, which may involve crosses or block transactions,


	
     •	
    on any national securities exchange or quotation service on
  which the securities may be listed or quoted at the time of sale;

	
     	
     
	
     •	
    in the over-the-counter market;

	
     	
     
	
     •	
    in transactions otherwise than on these exchanges or
  systems or in the over-the-counter market;

	
     	
     
	
     •	
    through the writing of options, whether such options are
  listed on an options exchange or otherwise;

	
     	
     
	
     •	
    ordinary brokerage transactions and transactions in which
  the broker-dealer solicits purchasers;

	
     	
   
	
     •	
  block trades in which the broker-dealer will attempt to
  sell the securities as agent but may position and resell a portion of the
  block as principal to facilitate the transaction;

    
	
     	
   
	
     •	
  purchases by a broker-dealer as principal and resale by the
  broker-dealer for its account;

    
	
     	
     
	
     •	
    an exchange distribution in accordance with the rules of
  the applicable exchange;

	
     	
   
	
     •	
  privately negotiated transactions;

    
	
     	
     
	
     •	
    short sales;

	
     	
   
	
     •	
  pursuant to Rule 144 under the Securities Act;

    
	
     	
   
	
     •	
  broker-dealers may agree with the selling securityholders
  to sell a specified number of such securities at a stipulated price per
  security;

    
	
     	
   
	
     •	
  a combination of any such methods of sale; and

    




 

	
     	
   
	
     •	
  any other method permitted pursuant to applicable law.

    


                    If the selling securityholders effect such transactions by
selling the warrants, or shares of common stock to or through underwriters,
broker-dealers or agents, such underwriters, broker-dealers or agents may
receive commissions in the form of discounts, concessions or commissions from
the selling securityholders or commissions from purchasers of the warrants or
shares of common stock for whom they may act as agent or to whom they may sell
as principal (which discounts, concessions or commissions as to particular
underwriters, broker-dealers or agents may be in excess of those customary in
the types of transactions involved). In connection with sales of any securities
or otherwise, the selling securityholders may enter into hedging transactions
with broker-dealers, which may in turn engage in short sales of the securities
in the course of hedging in positions they assume. The selling securityholders
may also sell securities short and deliver securities covered by this prospectus
to close out short positions. The selling securityholders may also loan or
pledge securities to broker-dealers that in turn may sell such securities.

                    The selling securityholders may pledge or grant a security
interest in some or all of the warrants or shares of common stock owned by them
and, if they default in the performance of their secured obligations, the
pledgees or secured parties may offer and sell shares of common stock from time
to time pursuant to this prospectus or any amendment to this prospectus under
Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as
amended, amending, if necessary, the list of selling securityholders to include
the pledgee, transferee or other successors in interest as selling
securityholders under this prospectus. The selling securityholders also may
transfer and donate the warrants or shares of common stock in other
circumstances in which case the transferees, donees, pledgees or other
successors in interest will be the selling beneficial owners for purposes of
this prospectus.

                    The selling securityholders and any broker-dealer
participating in the distribution of the shares of common stock may be deemed to
be "underwriters" within the meaning of the 1933 Act, and any commission paid,
or any discounts or concessions allowed to, any such broker-dealer may be deemed
to be underwriting commissions or discounts under the 1933 Act. At the time a
particular offering of the securities is made, a prospectus supplement, if
required, will be distributed which will set forth the aggregate amount of
securities being offered and the terms of the offering, including the name or
names of any broker-dealers or agents, any discounts, commissions and other
terms constituting compensation from the selling securityholders and any
discounts, commissions or concessions allowed or reallowed or paid to
broker-dealers.

                    Under the securities laws of some states, the securities may
be sold in such states only through registered or licensed brokers or dealers.
In addition, in some states the warrants and shares of common stock may not be
sold unless such warrants or shares of common stock have been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and is complied with.

                    The selling securityholders may choose not to sell any or may
choose to sell less than all of the shares of common stock registered pursuant
to the shelf registration statement, of which this prospectus forms a part.



 

                    The selling securityholders and any other person
participating in such distribution will be subject to applicable provisions of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder, including, without limitation, Regulation M of the 1934 Act, which
may limit the timing of purchases and sales of any of the shares of common stock
by the selling securityholders and any other participating person. Regulation M
may also restrict the ability of any person engaged in the distribution of the
shares of common stock to engage in market-making activities with respect to the
shares of common stock. All of the foregoing may affect the marketability of the
shares of common stock and the ability of any person or entity to engage in
market-making activities with respect to the shares of common stock.

                    We will pay all expenses of the registration of the warrants
and shares of common stock pursuant to the registration rights agreement,
estimated to be $[     ] in total, including, without limitation, Securities and
Exchange Commission filing fees and expenses of compliance with state securities
or "blue sky" laws; provided, however, that a selling securityholder will pay
all underwriting discounts and selling commissions, if any. We will indemnify
the selling securityholders against liabilities, including some liabilities
under the 1933 Act, in accordance with the registration rights agreements, or
the selling securityholders will be entitled to contribution. We may be
indemnified by the selling securityholders against civil liabilities, including
liabilities under the 1933 Act, that may arise from any written information
furnished to us by the selling securityholder specifically for use in this
prospectus, in accordance with the related registration rights agreements, or we
may be entitled to contribution.

                    Once sold under the shelf registration statement, of which
this prospectus forms a part, the shares of common stock will be freely tradable
in the hands of persons other than our affiliates.





 


EXHIBIT C


OTHER SECURITIES TO BE INCLUDED IN REGISTRATION



  
					Minrad		
			
							
					
    Shares To Be
		
					
    Registered
		
	
    Officers & Directors						
	
    William Burns				
    3,334
		
	
    Robert Lifeso				
    29,151
		
	
    Donald Farley				
    146,667
		
	John
    McNeirney				
    889
		
	Kirk
    Kamsler				
    1,556
		
	
    Subtotal				
    181,597
		
							
	
    Related Parties						
	
    Lincoln Partners				
    294,195
		
	New
    England Partners				
    3,505,392
		
	
    Tobin Family Trust				
    500,000
		
	
    Laird Cagan				
    786,358
		
	ICA				
    0
		
	Eric
    McAfee				
    250,000
		
	CMCP				
    0
		
	
    Subtotal				
    5,335,945
		
							
	
    $1.25 Investors				
    3,201,084
		
	
    $1.75 Investors				
    906,960
		
	
    Options Exercised 				
    25,000
		
	
    Others Converted				
    314,101
		
	
    Total Shares to be Registered			
    9,964,686
		
							
	
    Underlying Current Warrants (B)					
	CMCP
    & all associated				
    365,152
		
	
    Tobin Trust & ICA				
    420,653
		
	
    Total Shares Underlying Warrants to be
    Registered	
    785,805
		
							
	
    Total Shares To be Registered - before
    conversion	
    
      
    10,750,491


    		
							
	
    Possible Conversion of $2.5 Notes @ $1.75 
    		
    1,428,571
		
							
	
    Total Shares To be Registered 
    			
    12,179,062
		


  


In addition, Chadbourn Securities, Inc will have the right to have registered
a number of shares of Common Stock equal to 10% of the Shares to be sold in this
offering, which shares of Common Stock are issuable upon the exercise of
warrants to be issued by the Company to Chadbourn upon consummation of the
offering.