0000899797-04-000413 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2004 • Technology Acquisition Corp • Non-operating establishments • New York

THIS AGREEMENT is made as of the 1st day of March, 2004 by and between Minrad Inc., a Delaware corporation, with an office at 847 Main Street, Buffalo, NY 14203 (the "Corporation") and William H. Burns, Jr. residing at 69 Forest Road, Orchard Park, NY 14127 (the "Executive").

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LEASE AGREEMENT
Lease Agreement • December 21st, 2004 • Technology Acquisition Corp • Non-operating establishments • New York

THIS LEASE is made and entered into as of the 13th day of December 2001 by and between 847 MAIN STREET, LLC having offices at 4 Centre Drive, Orchard Park, New York 14127 (hereinafter referred to as "Landlord"); and, MINRAD, INC. having offices at 847 Main Street, Buffalo, New York 14203 (hereinafter referred to as "Tenant").

STOCK OPTION AGREEMENT
Stock Option Agreement • December 21st, 2004 • Technology Acquisition Corp • Non-operating establishments • Delaware

THIS AGREEMENT is made as of December 15, 2004 between and among MINRAD INTERNATIONAL, INC., a Nevada corporation (the "Company"), MINRAD INC., a Delaware corporation ("Minrad"), CAGAN MCAFEE CAPITAL PARTNERS, LLC ("CMCP"), LIVIAKIS FINANCIAL COMMUNICATIONS, INC ("LFC"), LAIRD Q. CAGAN ("Cagan"), ERIC MCAFEE ("McAfee"), and TOBIN FAMILY TRUST ("Tobin Trust"), (LFC, Cagan, McAfee, and Tobin Trust being referred to collectively as the "Shareholders").

EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2004 • Technology Acquisition Corp • Non-operating establishments • New York

THIS AGREEMENT is made as of the 29th day of March, 2004 by and between Minrad Inc., a Delaware corporation, with an office at 847 Main Street, Buffalo, NY 14203 (the "Corporation") and John McNeirney residing permanently in the Atlanta, Georgia area (the "Executive").

MINRAD INTERNATIONAL, INC. WARRANT AGREEMENT
Warrant Agreement • December 21st, 2004 • Technology Acquisition Corp • Non-operating establishments • Nevada

THIS WARRANT AGREEMENT (this "Agreement") is made and entered into as of December 15, 2004, between and among Minrad International, Inc., a Nevada corporation (the "Company"), Minrad Inc., a Delaware corporation ("Minrad"), Cagan McAfee Capital Partners, LLC ("CMCP") and Chadbourn Securities, Inc. ("Chadbourn").

VOTING AGREEMENT
Voting Agreement • December 21st, 2004 • Technology Acquisition Corp • Non-operating establishments • Delaware

This Voting Agreement ("Agreement") entered into as of this ___ day of November, 2004 by and among Laird Q. Cagan, an individual with an address at _____________________________ ("Cagan"), Eric McAfee, an individual with an address at _____________________________ ("McAfee"), International Capital Advisory Inc., a _________________ corporation ("ICA"), Tobin Family Trust, a ____________ trust u/a/d _________________ ("Trust"), and Cagan McAfee Capital Partners, LLC, a _________________ limited liability company ("CMCP", Cagan, McAfee, ICA, and Trust are each individually referred to as a "Shareholder" and collectively as the "Shareholders") and Technology Acquisition Corporation, a Nevada corporation (the "Corporation").

MINRAD INC. REGISTRATION RIGHTS AGREEMENT
Minrad Inc. Registration Rights Agreement • December 21st, 2004 • Technology Acquisition Corp • Non-operating establishments • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of ________, 2004 by and among MINRAD INC., a Delaware corporation (the "Company") and each INVESTOR executing a copy hereof ("Investor").

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