0000899797-05-000194 Sample Contracts

EXCLUSIVE MANUFACTURING AND DISTRIBUTION AGREEMENT
Exclusive Distribution Agreement • May 13th, 2005 • Minrad International, Inc. • Surgical & medical instruments & apparatus • New York

This Exclusive Distribution Agreement (the "Agreement"), effective June 9, 2004 (the "Effective Date"), is between MINRAD, INC., a Delaware corporation with offices at 847 Main Street, Buffalo, New York 14203, USA ("Manufacturer") and RxElite Holdings Inc., a Delaware corporation with offices at 1404 N. Main, Suite 200, Meridian, Idaho 83642 ("Distributor").

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AMENDMENT TO CONVERTIBLE PROMISSORY NOTES
Convertible Promissory Notes • May 13th, 2005 • Minrad International, Inc. • Surgical & medical instruments & apparatus • New York

AGREEMENT, dated as of May 11, 2005, between and among Minrad International, Inc., a Delaware corporation (the "Borrower"), Laird Cagan ("Cagan"), and the Morrie Tobin Family Trust (the "Trust"), (Cagan and the Trust being, collectively, the "Lenders").

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