TECHNOLOGY ACQUISITION CORP
EXHIBIT 10.2 - EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>10
<FILENAME>exhibit10_2.htm
<DESCRIPTION>EXHIBIT 10.2 - EMPLOYMENT AGREEMENT
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<b>
<p ALIGN="right">Exhibit 10.2</p>
<p ALIGN="CENTER">EMPLOYMENT AGREEMENT</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
THIS AGREEMENT</b> 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 &quot;Corporation&quot;) and John McNeirney residing permanently in the
Atlanta, Georgia area (the &quot;Executive&quot;). </p>
<b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Introductory Statement</u></b>. The Executive has been employed as Senior
Vice President and Chief Technical Officer of the Corporation for many years.
During the course of his employment, the Executive has become experienced in the
business of the Corporation, including its trade secrets, customers, market
areas, sources of supply and manner of doing business. In addition, the growth
and success of the business of the Corporation and the development of a market
for the Corporation's products have been due in large part to the services and
unique talents of the Executive. Therefore, the Corporation desires to continue
to employ the Executive as Vice President and Chief Technical Officer of the
Corporation, and the Executive desires to accept continued employment, upon the
terms and conditions contained in this Agreement.</p>
<b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
NOW THEREFORE,</b> in consideration of the mutual covenants and agreements
contained in this Agreement the parties agree as follows: </p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.0 </font><u><b>Effective Date; Term of Employment</b></u>.</p>
<p ALIGN="RIGHT"></p>
<table CELLSPACING="0" CELLPADDING="0" WIDTH="672" border="0">
  <tr>
    <td WIDTH="89" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="44" VALIGN="TOP">(a)</td>
    <td VALIGN="TOP" width="539">The Executive and the Corporation are parties
    to an Employment Agreement dated on or about August 1, 2001 (the &quot;Existing
    Agreement&quot;) and agree that the terms and conditions of the Existing
    Agreement shall continue in full force and effect until September 30, 2004.
    This Agreement shall come into effect on October 1, 2004 (the &quot;Effective
    Date&quot;).</td>
  </tr>
  <tr>
    <td WIDTH="89" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="44" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="539" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="89" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="44" VALIGN="TOP">(b)</td>
    <td WIDTH="539" VALIGN="TOP">Subject to the terms and conditions set forth
    in this Agreement, the Corporation shall employ the Executive as Vice
    President and Chief Technical Officer of the Corporation for the period
    beginning on the Effective Date and continuing until September 30, 2005.</td>
  </tr>
</table>
<p></p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2.0 </font><u><b>Duties</b></u>. Subject to the terms and conditions set forth
in this Agreement, the Executive shall serve as Vice President and Chief
Technical Officer of the Corporation, and shall perform such duties and
discharge such responsibilities as the Chief Executive of the Corporation shall
from time to time reasonably direct while recognizing the executive nature and
scope of the Executive's employment, and subject also at all times to the
control of the Board of Directors. Subject to the yearly election of officers of
the Corporation by the Board of Directors in the exercise of its judgment, it is
contemplated that the Executive will continue to be elected to the position of
Vice President.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Executive shall perform his duties and discharge his responsibilities in a
faithful manner and to the best of his ability. Unless otherwise agreed upon by
the Corporation and the Executive, the Executive shall devote substantially all
of his business time and attention to the performance of the duties called for
by this Agreement. The Executive shall not serve as a director or manager of any
other business corporation or entity (other than FAI) without the prior written
consent of the Board of Directors of the Corporation.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Corporation reserves the right of its Board of Directors and President to
assign from time to time to the Executive additional duties and responsibilities
and to delegate to other Executives of the Corporation duties and
responsibilities normally discharged by the Executive. All such assignments and
delegations of duties and responsibilities shall be made by the Chief Executive
Officer and the Board of Directors of the Corporation in good faith and shall
not materially affect the general executive character of the work to be
performed by the Executive. </p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.0 </font><u><b>Compensation</b></u>. So long as the Executive is employed by
the Corporation: </p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.1 </font>The Executive shall receive an annual base salary of not less than
$114,500 payable bi-weekly. The Executive's annual base salary shall be
increased to $130,000 upon his successfully completing all of the following
objectives: (a) the recruitment of a Director of Advanced Development who is
hired by the Corporation; (b) the Corporation's first converted sale of a Sabre
Source product; and (c) the Corporation's completion of an ANDA filing for
sevoflurance with the U.S. FDA.</p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.2 </font>The Executive shall be entitled to an annual bonus for each fiscal
year of the Corporation during which the Executive is employed and, subject to
Articles 6.0, 7.0 and 7.1-7.5 hereof, any part thereof, determined as follows:</p>
<p ALIGN="RIGHT"></p>
<table CELLSPACING="0" CELLPADDING="0" WIDTH="672" border="0">
  <tr>
    <td WIDTH="87" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="46" VALIGN="TOP">(a)</td>
    <td WIDTH="539" VALIGN="TOP">The Corporation's gross profit after
    distribution expenses will be determined for each fiscal year as herein
    provided (the &quot;Net Profit Amount&quot;); and</td>
  </tr>
  <tr>
    <td WIDTH="87" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="46" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="539" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="87" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="46" VALIGN="TOP">(b)</td>
    <td WIDTH="539" VALIGN="TOP">The Executive shall be entitled to one-half of
    one percent (0.5%) of the portion of the Net Profit Amount for each fiscal
    year (the &quot;Bonus Year&quot;) up to the amount of the Net Profit Amount for the
    prior year <u>plus</u> one percent (1%) of the amount by which the Net
    Profit Amount for each Bonus Year exceeds the Net Profit Amount for the
    prior year;</td>
  </tr>
</table>
<p></p>
<p>provided, however, that the maximum amount of any bonus that can be earned
under this Section 3.2 is $240,000. The bonus is to be payable on an annual
basis, based on the Corporation's audited financial statements.</p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.3 </font>If the Corporation shall deduct or withhold from all payments made to
the Executive pursuant to this Agreement all amounts which may be required to be
deducted or withheld under any applicable law now in effect or which may become
effective during the term of this Agreement (including but not limited to Social
Security contributions and income tax withholdings). </p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.4 </font>The Executive shall be entitled to participate in the qualified
retirement plan or plans, if any, adopted by the Board of Directors of the
Corporation for the executive officers of the Corporation as such plan or plans
may be amended from time to time. </p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.5 </font>The Executive shall receive the various other fringe benefits, if
any, provided for the executive officers of the Corporation that may be
authorized from time to time by the Board of Directors of the Corporation in its
sole discretion. </p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.6 </font>The Executive may be entitled to receive increases in compensation.
The determination of the amount of such increases in compensation, if any, and
the time and method of payment of such increases shall be vested in the sole
discretion of the Board of Directors of the Corporation. </p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.0 </font><u><b>Vacations</b></u>. The Executive shall be entitled to take
three (3) weeks of vacation per year on a non-cumulative basis. </p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
5.0 </font><u><b>Reimbursement for Expenses</b></u>. The Corporation shall
reimburse the Executive for expenses which the Executive may from time to time
reasonably incur on behalf of and at the request of the Corporation in the
performance of his responsibilities and duties under this Agreement, provided
that the Executive shall be required to account to the Corporation for such
expenses in the manner prescribed by the Corporation.</p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6.0 </font><u><b>Termination of Employment by Reason of Death</b></u>. If the
Executive shall die during the term of this Agreement, this Agreement shall
terminate automatically as of the date of his death, and the Corporation shall
pay to the Executive's legal representatives the sum of the salary which would
otherwise be payable to the Executive up to the end of the month in which his
death occurs plus (a) the prorated portion of any bonus payable under Section
3.2, or otherwise approved by the board of directors of the Corporation, for the
fiscal year in which termination occurs and not yet paid (determined by
multiplying the bonus for the fiscal year in which termination occurs by a
fraction, the numerator of which is the number of whole or partial months in
such fiscal year during which this Agreement was in effect and the denominator
of which is twelve (12), and (b) all other benefits and reimbursable expenses
accrued and owing to the Executive with respect to his employment prior to such
termination (the amounts provided for in clauses (a) and (b) being the &quot;Accrued
Obligations&quot;). </p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
7.0 </font><u><b>Termination of Employment by Reason of Disability</b></u>. If
the Executive shall become temporarily disabled during the term of this
Agreement, all of the Executive's rights under this Agreement shall continue
until such time as the Executive either returns to work or is deemed
&quot;permanently disabled&quot; (as hereinafter defined in Section 7.2). </p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
7.1 </font>If the Executive shall be deemed permanently disabled, the
Executive's employment shall automatically terminate at the end of permanent
disability. Upon such termination, the Corporation shall pay the Executive (or
his legal representatives) the sum of any unpaid salary plus any Accrued
Obligations. During the period of permanent disability the Executive's shall be
entitled to receive any benefits payable under the Corporation's disability
insurance program.</p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
7.2 </font>The Executive shall be deemed permanently disabled for purposes of
this Agreement if:</p>
<p ALIGN="RIGHT"></p>
<table CELLSPACING="0" CELLPADDING="0" WIDTH="672" border="0">
  <tr>
    <td WIDTH="89" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="50" VALIGN="TOP">(a)</td>
    <td WIDTH="533" VALIGN="TOP">in the opinion of the Board of Directors, the
    Executive is unable to render full-time service to the Corporation pursuant
    to the terms of this Agreement for six consecutive months; or </td>
  </tr>
  <tr>
    <td WIDTH="89" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="50" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="533" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="89" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="50" VALIGN="TOP">(b)</td>
    <td WIDTH="533" VALIGN="TOP">in the opinion of the Board of Directors, the
    Executive is unable to render full-time service to the Corporation pursuant
    to the terms of this Agreement for nine months out of any twelve consecutive
    month period; or</td>
  </tr>
  <tr>
    <td WIDTH="89" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="50" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="533" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="89" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="50" VALIGN="TOP">(c)</td>
    <td WIDTH="533" VALIGN="TOP">in the opinion of the Corporation's Medical
    Director or, if there is no Medical Director at such time, a physician
    mutually selected by the Corporation and the Executive or selected in
    accordance with the provisions of this Section 7.2, the Executive is
    permanently unable to render full-time service to the Corporation under this
    Agreement. </td>
  </tr>
</table>
<p></p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If the Corporation and the Executive are unable to mutually agree upon the
selection of a physician under &quot;(c)&quot; above within 30 days of either party
requesting the other to so agree, each party shall select a physician and the
two physicians so selected shall promptly select a third physician who shall
make such determination. </p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
7.3 </font><u><b>Termination of Employment for Cause</b></u>. The Corporation
may immediately terminate the Executive's employment in the event that the
Executive shall do or cause to be done any act which constitutes &quot;cause&quot; (as
hereinafter defined) for termination. For purposes of this Agreement, cause
shall be deemed to mean a material breach by the Executive of this Agreement,
gross negligence or willful misconduct in the performance of his duties,
dishonesty to the Corporation (conviction of a crime in any court which could
have the effect of causing the termination or suspension of any license which
the Corporation holds), conviction of a felony or excessive absenteeism not
related to disability. If the Executive's employment is terminated by the
Corporation for cause, the Corporation's only obligation shall be to pay the
Executive his salary under Article 3.0 of this Agreement plus any reimbursable
expenses that have not been paid as of the date of such termination. Nothing
contained in this Article 7.0 shall in any way waive, restrict or prejudice the
Corporation's rights and remedies in equity and at law against the Executive
with respect to the matter for which the Executive's employment under this
Agreement is terminated for cause. </p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
7.4 </font><b><u>Termination Without Cause</u>.</b> The Corporation may
terminate the Executive without cause. If the Executive's employment is
terminated by the Corporation without cause, the Corporation shall pay the
Executive the sum of (a) his salary for the remainder of the term of this
Agreement, plus (b) any Accrued Obligations.</p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
7.5 </font><u><b>Nonrenewal</b></u>. If the Executive's employment is not
continued after the term provided for in Section 1(b), all obligations of the
Corporation to the Executive shall terminate except for the payment of any
unpaid salary and Accrued Obligations and such other obligations as are mandated
by applicable law.</p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.0 </font><u><b>Confidentiality</b></u>. During the course of his employment as
an executive officer of the Corporation, the Executive has had and will have
access to and will gain knowledge with respect to all of the lines of business
of the Corporation, including product information, information concerning
customers, brokers, suppliers and other valuable information relating to the
development, manufacture, storage, shipment, marketing and sale of products of
the Corporation (&quot;Confidential Information&quot;). The parties also agree that
covenants by the Executive not to make unauthorized disclosures of the
Confidential Information and not to use the Confidential Information after the
termination of the Executive's employment with the Corporation in a business in
competition with that of the Corporation are essential to the growth and
stability of the business of the Corporation. Accordingly, Executive agrees
that, except as required by his duties under this Agreement, he or she shall not
use or disclose to anyone at anytime during or after the term of this Agreement
any Confidential Information obtained by him or her in the course of his
employment with the Corporation. </p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
9.0 </font><u><b>Non-Competition</b></u>.</p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
9.1 </font>During the term of this Agreement and for a period of 12 months after
the date of the termination of this Agreement, the Executive agrees that he
shall not directly or indirectly, for his own account or as agent, officer,
director, trustee, consultant or shareholder of any corporation or a member of
any firm or otherwise, anywhere in the United States engage or attempt to engage
in any business activity which is the same as, substantially similar to or
directly competitive with (a) the type of business of the Corporation in
designing, developing and producing products intended to minimize radiation
exposure and enhance surgical accuracy in fluoroscopically assisted medical
procedures, (b) the Corporation's generic inhalation pharmaceutical business
involving enflurane, isoflurane or sevoflurane or related products and/or (c)
the Corporation's conscious sedation business.</p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
9.2 </font>During the term of this Agreement and for a period of 12 months from
the date of termination of this Agreement, the Executive agrees that he or she
shall not, directly or indirectly, for his own account or as agent, employee,
officer, director, trustee, consultant or shareholder of any corporation, or
member of any firm or otherwise, employ or solicit the employment of any
employee of the Corporation. </p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
9.3 </font>It is acknowledged and agreed by the Corporation that the Executive's
ownership of shares of a company which competes with the business of the
Corporation shall not violate this Article 9.0 unless (a) the Executive also
participates in the management of such company as an officer, director or
consultant or (b) the Executive owns a controlling interest in such company.</p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
9.4 </font>The Executive acknowledges and agrees that the foregoing territorial
and time limitations and restrictive covenants are reasonable and properly
required for the adequate protection of the business and affairs of the
Corporation, and in the event any such territorial or time limitation is found
to be unreasonable by a court of competent jurisdiction, the Executive agrees
and submits to the reduction of either said territorial or time limitation or
both, to such an area or period as the court may determine to be reasonable. </p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
10.0 </font><u><b>Rights to Discoveries</b></u>. </p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
10.1 </font>Subject to Section 10.2 hereof, the Executive agrees that all ideas,
inventions, trademarks and other developments or improvements conceived,
developed or acquired by the Executive, whether or not during working hours, at
the premises of the Corporation or elsewhere, alone or with others, that are
within the scope of the Corporation's business operations or that relate to any
work or projects of the Corporation shall be the sole and exclusive property of
the Corporation. The Executive agrees to disclose promptly and fully to the
Corporation all such ideas, inventions, trademarks or other developments and, at
the request of the Corporation, the Executive shall submit to the Corporation a
full written report thereof regardless of whether the request for a written
report is made after the termination of this Agreement. The Executive agrees
that during the term of this Agreement and for 6 months thereafter, upon the
request of the Corporation and at its expense, he shall execute and deliver any
and all applications, assignments and other instruments which the Corporation
shall deem necessary or advisable to transfer to and vest in the Corporation the
Executive's entire right, title and interest in and to all such ideas,
inventions, trademarks or other developments and to apply for and to obtain
patents or copyrights for any such patentable or copyrightable ideas,
inventions, trademarks and other developments. </p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
10.2 </font>Notwithstanding the provisions of Sections 6.0, 7.1 through 7.5 and
10.1, the Executive shall have the rights under the Corporation's Patent and
Invention Policy, including but not limited to the rights to any royalty payable
thereunder.</p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
11.0 </font><u><b>Insurance</b></u>. The Executive agrees that the Corporation,
in its sole discretion, may apply for insurance coverage to be owned by it and
for its benefit covering the Executive in any amounts deemed advisable by the
Corporation, and the Executive waives any right, title or interest therein. The
Executive agrees to submit to all required examinations and to execute, assign
and deliver all applications and other documents necessary to effectuate such
insurance coverage. </p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Executive shall have the right to purchase from the Corporation, within 30
days after termination of this Agreement, all such policies of insurance
covering him or her, at a price equal to the cash value of such policies, plus
the unearned portion of any premiums, on the date of such termination. For
purposes of this Article 11.0, &quot;cash value&quot; shall mean the net cash amount,
after adjustment for credits and debits, at which such policies could be
surrendered by the Corporation on the date of such termination. Upon receipt of
the purchase price, the Corporation shall deliver such policies to the Executive
and shall execute all necessary instruments of transfer. The Executive shall
have no further rights in any such policies not so purchased within such 30-day
period.</p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
12.0 </font><u><b>Notices</b></u>. All notices and other communications given
pursuant to this Agreement shall be deemed to have been properly given or
delivered if mailed, by certified mail, postage prepaid, addressed to the
appropriate party, at the address for such party set forth at the beginning of
this Agreement. Any party may from time to time designate by written notice
given pursuant to this Article 12.0 any other address or party to which any such
notice or communication or copies thereof shall be sent.</p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
13.0 </font><u><b>Equitable Relief</b></u>. The Executive acknowledges that the
Corporation will suffer damages incapable of ascertainment in the event that any
of the provisions of Article 8.0, 9.0 or 10.0 hereof are breached and that the
Corporation will be irreparably damaged in the event that the provisions of
Articles 8.0, 9.0 and 10.0 are not enforced. Therefore, should any dispute arise
with respect to the breach or threatened breach of Articles 8.0, 9.0 or 10.0 of
this Agreement, the Executive agrees and consents, that in addition to any and
all other remedies available to the Corporation, an injunction or restraining
order or other equitable relief may be issued or ordered by a court of competent
jurisdiction restraining any breach or threatened breach of Articles 8.0, 9.0 or
10.0 of this Agreement. The Executive agrees not to urge in any such action that
an adequate remedy exists at law. All expenses, including, without limitation,
attorney's fees and expenses incurred in connection with any legal proceeding
arising as a result of a breach or threatened breach of Articles 8.0, 9.0 or
10.0 of this Agreement shall be borne by the losing party to the fullest extent
permitted by law and the losing party hereby agrees to indemnify and hold the
other party harmless from and against all such expenses. </p>
<font FACE="(normal text)">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
14.0 </font><u><b>Miscellaneous</b></u>. This Agreement shall be governed by the
internal domestic laws of the State of New York without reference to conflict of
laws principles. This Agreement shall be binding upon and inure to the benefit
of the legal representatives, successors and assigns of the parties hereto
(provided, however, that the Executive shall not have the right to assign this
Agreement in view of its personal nature). All headings and subheadings are for
convenience only and are not of substantive effect. This Agreement constitutes
the entire agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior negotiations, understandings and writings
(or any part thereof) whether oral or written between the parties hereto
relating to the subject matter hereof. There are no oral agreements in
connection with this Agreement. Neither this Agreement nor any provision of this
Agreement may be waived, modified or amended orally or by any course of conduct
but only by an agreement in writing duly executed by both of the parties hereto.
If any article, section, portion, subsection or subportion of this Agreement
shall be determined to be unenforceable or invalid, then such article, section,
portion, subsection or subportion shall be modified in the letter and spirit of
this Agreement to the extent permitted by applicable law so as to be rendered
valid and any such determination shall not affect the remainder of this
Agreement, which shall be and remain binding and effective as against all
parties hereto.</p>
<b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
IN WITNESS WHEREOF</b>, the parties hereto have duly executed this Agreement as
of the date first above written. </p>
<table border="0" cellspacing="0" width="672" id="AutoNumber1" cellpadding="0">
  <tr>
    <td width="405">&nbsp;</td>
    <td width="261" colspan="2" style="border-bottom: 1px solid #000000">/s/
    John McNeirney</td>
  </tr>
  <tr>
    <td width="405">&nbsp;</td>
    <td width="261" colspan="2">John McNeirney (Executive)</td>
  </tr>
  <tr>
    <td width="405">&nbsp;</td>
    <td width="261" colspan="2">&nbsp;</td>
  </tr>
  <tr>
    <td width="405">&nbsp;</td>
    <td width="261" colspan="2">MINRAD INC.</td>
  </tr>
  <tr>
    <td width="405">&nbsp;</td>
    <td width="261" colspan="2">&nbsp;</td>
  </tr>
  <tr>
    <td width="405">&nbsp;</td>
    <td width="22">By</td>
    <td width="239" style="border-bottom: 1px solid #000000">/s/ William H.
    Burns, Jr.</td>
  </tr>
</table>

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</TEXT>
</DOCUMENT>
