================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               -------------------

                                    FORM 10-Q

                               -------------------

(Mark One)

|X|   Quarterly report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

For the quarterly period ended March 31, 2005

                                       OR

|_|   Transition report pursuant to Section 13 or 15 (d) of the Securities
      Exchange Act of 1934

Commission File Number:  000-50371

                         Curative Health Services, Inc.
             (Exact name of registrant as specified in its charter)

                MINNESOTA                                    51-0467366
     (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                   Identification Number)

                                150 Motor Parkway
                            Hauppauge, New York 11788
                    (Address of principal executive offices)

                                 (631) 232-7000
              (Registrant's telephone number, including area code)

                      -------------------------------------

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes |X| No |_|

      Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act): Yes |X|  No |_|

      As of May 3, 2005, there were 12,993,132 shares of the Registrant's Common
Stock, $.01 par value, outstanding.

================================================================================

<PAGE>

                                      INDEX

Part I    Financial Information                                             Page
--------------------------------------------------------------------------------

Item 1    Financial Statements:

          Condensed Consolidated Statements of Operations
              Three months ended March 31, 2005 and 2004                      3

          Condensed Consolidated Balance Sheets
              March 31, 2005 and December 31, 2004                            4

          Condensed Consolidated Statements of Cash Flows
              Three months ended March 31, 2005 and 2004                      5

          Notes to Condensed Consolidated Financial Statements                6

Item 2    Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                      15

          Cautionary Statement and Risk Factors                              23

Item 3    Quantitative and Qualitative Disclosures About Market Risk         41

Item 4    Controls and Procedures                                            43

Part II   Other Information                                                 Page
--------------------------------------------------------------------------------

Item 1    Legal Proceedings                                                  44

Item 6    Exhibits                                                           45

          Signatures                                                         46


                                       2
<PAGE>

Part I Financial Information

Item 1. Financial Statements

                 Curative Health Services, Inc. and Subsidiaries
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)

                                                        Three Months Ended
                                                             March 31
                                                        2005            2004
                                                    -----------     -----------
Revenues:
   Products                                         $    79,975     $    59,085
   Services                                               6,768           6,473
                                                    -----------     -----------
     Total revenues                                      86,743          65,558

Costs and operating expenses:
   Cost of product sales                                 69,468          46,824
   Cost of services                                       3,048           2,927
   Selling, general and administrative                   11,451          10,018
                                                    -----------     -----------
     Total costs and operating expenses                  83,967          59,769
                                                    -----------     -----------

Income from operations                                    2,776           5,789

Interest income                                              32               6
Interest expense                                         (5,826)           (616)
Other expense                                            (2,006)             --
                                                    -----------     -----------

(Loss) income before income taxes                        (5,024)          5,179

Income tax (benefit) provision                           (1,660)          2,046
                                                    -----------     -----------

Net (loss) income                                   $    (3,364)    $     3,133
                                                    ===========     ===========

Net (loss) income per common share, basic           $     (0.26)    $      0.24
                                                    ===========     ===========

Net (loss) income per common share, diluted(1)      $     (0.26)    $      0.23
                                                    ===========     ===========

Weighted average common shares, basic                    12,976          12,925
                                                    ===========     ===========

Weighted average common shares, diluted                  12,976          13,717
                                                    ===========     ===========

----------

(1)   See Note 2 for net (loss) income per share calculation.

                             See accompanying notes


                                       3
<PAGE>

                 Curative Health Services, Inc. and Subsidiaries
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                            March 31,        December 31,
                                                              2005               2004
                                                           -----------       -----------
<S>                                                        <C>               <C>
ASSETS
Current assets:
Cash and cash equivalents                                  $     1,081       $     1,176
Accounts receivable, net                                        82,873            81,766
Inventories                                                     16,020            18,398
Prepaids and other current assets                                2,599             5,660
Federal income tax refund receivable                             3,431             3,431
Deferred income tax assets                                       4,951             3,977
                                                           -----------       -----------
    Total current assets                                       110,955           114,408

Property and equipment, net                                     12,237            11,104
Intangibles subject to amortization, net                        20,085            20,540
Intangibles not subject to amortization (trade names)            1,615             1,615
Goodwill                                                       123,025           123,138
Other assets                                                    12,898            12,979
                                                           -----------       -----------
    Total assets                                           $   280,815       $   283,784
                                                           ===========       ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable                                           $    29,131       $    35,740
Accrued expenses and other current liabilities                  27,672            21,384
Current portion of long-term liabilities                         6,371             6,496
                                                           -----------       -----------
    Total current liabilities                                   63,174            63,620

Long-term liabilities                                          207,624           210,991
Deferred income taxes                                            3,929             3,511
Other long-term liabilities                                      3,194             1,209
                                                           -----------       -----------
    Total long-term liabilities                                214,747           215,711

Stockholders' equity:
Common stock                                                       129               128
Additional paid in capital                                     120,199           119,449
Accumulated deficit                                           (114,651)         (111,287)
Deferred compensation                                           (2,783)           (2,364)
Notes receivable - stockholders                                     --            (1,473)
                                                           -----------       -----------
    Total stockholders' equity                                   2,894             4,453
                                                           -----------       -----------

    Total liabilities and stockholders' equity             $   280,815       $   283,784
                                                           ===========       ===========
</TABLE>

                             See accompanying notes


                                       4
<PAGE>

                 Curative Health Services, Inc. and Subsidiaries
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                      Three Months Ended
                                                                                           March 31
                                                                                   2005               2004
                                                                                -----------       -----------
<S>                                                                             <C>               <C>
OPERATING ACTIVITIES:
Net (loss) income                                                               $    (3,364)      $     3,133
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
   Depreciation and amortization                                                      1,528               888
   Provision for doubtful accounts                                                      921               602
   Amortization of deferred financing fees                                              486                60
   Stock based compensation                                                             331                --
   Change in fair value of interest rate swap                                         2,006                --
   Deferred income taxes                                                               (665)               --
Changes in operating assets and liabilities, net of effects from
Specialty Infusion acquisitions:
   Accounts receivable                                                               (2,028)           (3,548)
   Inventories                                                                        2,377             1,553
   Swap interest receivable                                                            (158)               --
   Prepaids and other                                                                 2,690               392
   Accounts payable and accrued expenses                                             (1,308)             (855)
                                                                                -----------       -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                             2,816             2,225

INVESTING ACTIVITIES:
Specialty Infusion acquisitions, net of cash acquired                                    11              (547)
Sale of Accordant Health Services, Inc.                                                  --             2,327
Purchases of property and equipment, net of disposals                                (1,175)             (470)
                                                                                -----------       -----------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES                                  (1,164)            1,310

FINANCING ACTIVITIES:
Proceeds from exercise of stock options                                                  --               162
Proceeds from repayment of notes receivable - stockholders                            1,473                --
Repayments of borrowing on credit facilities and long-term liabilities, net,
   and payment of deferred financing costs                                           (3,220)           (3,263)
                                                                                -----------       -----------
NET CASH USED IN FINANCING ACTIVITIES                                                (1,747)           (3,101)
                                                                                -----------       -----------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                    (95)              434
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                      1,176             1,072
                                                                                -----------       -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                      $     1,081       $     1,506
                                                                                ===========       ===========
</TABLE>

                             See accompanying notes


                                       5
<PAGE>

                 Curative Health Services, Inc. and Subsidiaries

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation

      The condensed consolidated financial statements are unaudited and reflect
all adjustments (consisting only of normal recurring adjustments) which are, in
the opinion of management, necessary for a fair presentation of the financial
position and operating results for the interim periods. The condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements for the year ended December 31, 2004 and notes
thereto contained in the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission. The results of operations for the three
months ended March 31, 2005 are not necessarily indicative of the results to be
expected for the entire fiscal year ending December 31, 2005.

      In this quarterly report on Form 10-Q, "Curative," the "Company" or "we"
refers collectively to Curative Health Services, Inc. and its consolidated
subsidiaries, including Critical Care Systems, Inc. ("CCS"). With the
acquisition of CCS in April of 2004 (see Note 3), the Company repositioned its
Specialty Pharmacy Services business unit to focus on the specialty infusion
market which is a hybrid of the specialty pharmacy and traditional home infusion
industries. In connection with this repositioning, the Company changed the name
of its Specialty Pharmacy Services business unit to Specialty Infusion business
unit and the name of its Specialty Healthcare Services business unit to Wound
Care Management business unit. For ease of reference, the names of these
business units have been standardized throughout this quarterly report on Form
10-Q regardless of whether the discussion pertains to periods prior to or after
the name changes.

Stock Based Compensation Plans

      The Company grants options for a fixed number of shares to employees and
directors with an exercise price equal to the fair value of the shares at the
date of grant. The Company accounts for stock option grants under the intrinsic
value method of Accounting Principles Board ("APB") No. 25, "Accounting for
Stock Issued to Employees," and related Interpretations because the Company
believes the alternate fair value accounting provided for under Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation," requires the use of option valuation models that were not
developed for use in valuing employee stock options. Under APB No. 25, because
the exercise price of the Company's employee stock options equals the market
price of the underlying stock on the date of grant, no compensation expense is
recorded.

      The following table illustrates the effect on net (loss) income and net
(loss) income per share for the three months ended March 31 as if the Company
had applied the fair value recognition provisions of SFAS No. 123 to stock-based
compensation (in thousands, except per share data):


                                       6
<PAGE>

                 Curative Health Services, Inc. and Subsidiaries

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation (continued)

<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                                                   March 31
                                                                              2005            2004
                                                                           ---------       ---------
<S>                                                                        <C>             <C>
      Net (loss) income, as reported                                       $  (3,364)      $   3,133
      Add: Stock based employee compensation expense included in
         reported net (loss) income, net of related tax effects                  288              --
      Deduct: Total stock-based employee compensation expense
         determined under fair value based method for all awards, net
         of related tax effects                                               (1,186)         (1,175)
                                                                           ---------       ---------
      Pro forma net (loss) income                                          $  (4,262)       $  1,958
                                                                           =========       =========

      (Loss) income per share:
      Basic - as reported                                                  $   (0.26)      $    0.24
      Basic - pro forma                                                        (0.33)           0.15

      Diluted - as reported(1)                                             $   (0.26)      $    0.23
      Diluted - pro forma                                                      (0.33)           0.15
</TABLE>

      ----------
      (1)   See Note 2 for net (loss) income per share calculation.

      In December 2004, the FASB issued SFAS No. 123 (revised 2004),
"Share-Based Payment," ("SFAS No. 123(R)") which eliminated the alternative of
accounting for share-based compensation transactions under the intrinsic value
method of APB No. 25, "Accounting for Stock Issued to Employees." Instead, SFAS
No. 123(R) requires companies to measure the cost of employee services received
in exchange for an award of equity instruments based on the grant-date fair
value of the award. The grant date fair value of employee share options and
similar instruments will be estimated using option-pricing models adjusted for
the unique characteristics of those instruments.

Note 2. Net (Loss) Income per Common Share

      Net (loss) income per common share, basic, is computed by dividing the net
(loss) income by the weighted average number of common shares outstanding. Net
(loss) income per common share, diluted, is computed by dividing adjusted net
(loss) income (see below) by the weighted average number of shares outstanding
plus dilutive common share equivalents. The following table sets forth the
computation of weighted average shares, basic and diluted, used in determining
basic and diluted (loss) income per share for the three months ended March 31
(in thousands):

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                       March 31
                                                                   2005        2004
                                                                  ------      ------
<S>                                                               <C>         <C>
      Weighted average shares, basic                              12,976      12,925
      Effect of dilutive stock options and convertible notes          --         792
                                                                  ------      ------
      Weighted average shares, diluted                            12,976      13,717
                                                                  ======      ======
</TABLE>


                                       7
<PAGE>

                 Curative Health Services, Inc. and Subsidiaries

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 2. Net (Loss) Income per Common Share (continued)

      Adjusted net (loss) income and net (loss) income per common share,
diluted, for the three months ended March 31 were computed as follows (in
thousands, except per share data):

<TABLE>
<CAPTION>
                                                                          Three Months Ended
                                                                                March 31
                                                                          2005             2004
                                                                      -----------      -----------
<S>                                                                   <C>              <C>
      Net (loss) income, as reported                                  $    (3,364)     $     3,133
      Add back interest related to convertible notes, net of tax               --               32
                                                                      -----------      -----------
      Adjusted net (loss) income                                      $    (3,364)     $     3,165
                                                                      ===========      ===========

      Net (loss) income per common share, diluted                     $     (0.26)(1)  $      0.23(2)
                                                                      ===========      ===========

      Weighted average shares, diluted                                     12,976           13,717
                                                                      ===========      ===========
</TABLE>

      ----------
      (1)   Basic shares were used to calculate net loss per common share,
            diluted, for the three months ended March 31, 2005 as using the
            effects of stock options and convertible notes would have an
            anti-dilutive effect on net loss per share. If not anti-dilutive,
            weighted average shares, diluted, would have been 13,455 for the
            three months ended March 31, 2005.

      (2)   In accordance with SFAS No. 128, "Earnings Per Share," net income
            per common share, diluted, for the three months ended March 31, 2004
            was calculated under the "as if converted" method, which requires
            adding shares related to convertible notes that have no
            contingencies to the denominator for diluted net income per share
            and adding to net income, the numerator, tax effected interest
            expense relating to those convertible notes.

Note 3. Specialty Infusion Acquisition

      On April 23, 2004, the Company acquired CCS, a leading national provider
of specialty infusion pharmaceuticals and related comprehensive clinical
services. Total cash consideration was approximately $154.2 million, including
working capital adjustments of approximately $4.1 million. The Company financed
the acquisition of CCS with a portion of its $185.0 million aggregate principal
amount of 10.75% senior notes due 2011 (the "Notes") and additional borrowings
under the Company's refinanced credit facility with General Electric Capital
Corporation ("GE Capital"), as agent and lender. Fair market valuations have not
yet been finalized and, as such, the allocation of the purchase price is
preliminary, pending completion of a final valuation and the resolution of
certain pre-acquisition account balance contingencies.

      The CCS acquisition was consummated for purposes of expanding the
Company's Specialty Infusion business and was accounted for using the purchase
method of accounting. The accounts of CCS and related goodwill and intangibles
are included in the accompanying consolidated balance sheets. The operating
results of CCS are included in the accompanying consolidated statements of
operations from the date of acquisition.


                                       8
<PAGE>

                 Curative Health Services, Inc. and Subsidiaries

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 3. Specialty Infusion Acquisition (continued)

      Unaudited pro forma amounts for the three months ended March 31, assuming
the CCS acquisition had occurred on January 1, 2004, were as follows (in
thousands, except per share data):

                                                      Three Months Ended
                                                            March 31
                                                      2005           2004
                                                    --------       --------
      Revenues                                      $ 86,743       $ 91,718
      Net (loss) income                             $ (3,364)      $  1,364
      Net (loss) income per common share, diluted   $  (0.26)(1)   $   0.10(2)

      ----------
      (1)   Basic shares were used as using the effects of stock options and
            convertible notes would have an anti-dilutive effect on net income
            per share.

      (2)   Calculated under the "as if converted" method. See Note 2.

      The pro forma amounts shown above for the three months ended March 31,
2004 give effect to: (i) the Company's issuance of the Notes; (ii) the
refinancing of the Company's revolving credit facility and (iii) adjustments
related to the CCS acquisition, including, but not limited to, the amortization
of identifiable intangibles related to a preliminary purchase price allocation,
additional compensation expense and retention incentives, and pro forma tax
adjustments as if the acquisition and related transactions occurred on January
1, 2004.

      The pro forma operating results shown above are not necessarily indicative
of operations in the periods following the CCS acquisition.

Note 4. Segment Information

      The Company follows the provisions of SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." The Company has two
reportable segments: Specialty Infusion and Wound Care Management. In its
Specialty Infusion business unit, the Company purchases biopharmaceutical
products (including Synagis(R) for the prevention of respiratory syncytial
virus) and other pharmaceutical products from suppliers and contracts with
insurance companies and other payors to provide its services, which include
coordination of patient care, 24-hour nursing and pharmacy availability, patient
education and reimbursement billing and collection services. Revenues from
Synagis(R) sales for the three months ended March 31, 2005 were approximately
$24.6 million. As respiratory syncytial virus ("RSV") occurs primarily during
the winter months, the major portion of the Company's Synagis(R) sales may be
higher during the first and fourth quarters of the calendar year which may
result in significant fluctuations in the Company's quarterly operating results.

      In its Wound Care Management business unit, the Company contracts with
hospitals to manage outpatient Wound Care Center(R) programs.

      The Company evaluates segment performance based on (loss) income from
operations. For the three months ended March 31, 2005, management estimated that
corporate general and administrative expenses allocated to the reportable
segments were 61% for Specialty Infusion and 39% for Wound Care Management. For
the three months ended March 31, 2004, management estimated that corporate
general and administrative expenses allocated to the reportable segments were
59% for Specialty Infusion and 41% for Wound Care Management. Intercompany
transactions were eliminated to arrive at consolidated totals.


                                       9
<PAGE>

                 Curative Health Services, Inc. and Subsidiaries

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 4. Segment Information (continued)

      The following tables present the results of operations and total assets of
the reportable segments of the Company at and for the three months ended March
31 (in thousands):

<TABLE>
<CAPTION>
                                                        At and for the three months ended March 31, 2005
                                                       --------------------------------------------------
                                                        Specialty           Wound Care
                                                         Infusion           Management           Total
                                                       -----------          ----------        -----------
<S>                                                    <C>                  <C>               <C>
       Revenues                                        $    79,975          $    6,768        $    86,743
       Income from operations                          $     1,677          $    1,099        $     2,776
       Total assets                                    $   264,255          $   16,560        $   280,815

<CAPTION>
                                                        At and for the three months ended March 31, 2004
                                                       --------------------------------------------------
                                                       Specialty            Wound Care
                                                        Infusion            Management           Total
                                                       -----------          ----------        -----------
<S>                                                    <C>                  <C>               <C>
       Revenues                                        $    59,085          $    6,473        $    65,558
       Income from operations                          $     5,440          $      349        $     5,789
       Total assets                                    $   218,842          $   14,055        $   232,897
</TABLE>

Note 5. Employee and Facility Termination Costs

      The Company adheres to SFAS No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities," which establishes fair value as the objective for
initial measurement of liabilities related to exit or disposal activities and
requires that such liabilities be recognized when incurred.

      In the first quarter of 2003, the Company consolidated its pharmacy
operations in California which resulted in the termination of a total of 25
employees and the vacating of a leased facility. The Company recorded charges
related to this activity of $1.6 million in the first quarter of 2003 and $0.4
million in the fourth quarter of 2004. Additionally, as previously disclosed,
Curative's corporate headquarters and corporate functions are being consolidated
into the Company's office located in Nashua, New Hampshire. The Company expects
the consolidation to be completed by the end of the second quarter of 2005. As a
result, in the fourth quarter of 2004, the Company recorded severance charges
for the consolidation of approximately $0.7 million related to the termination
of 19 employees and facility termination costs of $0.1 million. In the first
quarter of 2005, the Company recorded costs of approximately $0.3 million
related to its headquarters consolidation.

      The following provides a reconciliation of the related accrued costs
associated with the pharmacy consolidation and headquarters consolidation, which
are included in Selling, General and Administrative expenses in the accompanying
condensed consolidated financial statements, at and for the three months ended
March 31 (in thousands):

<TABLE>
<CAPTION>
                                              At and for the three months ended March 31, 2005
                                        ----------------------------------------------------------
                                        Beginning    Costs Charged        Costs Paid or    Ending
                                         Balance      To Expense       Otherwise Settled   Balance
                                         -------      ----------       -----------------   -------
<S>                                      <C>            <C>                  <C>            <C>
      Employee termination costs         $  666         $    3               $  412         $  257
      Facility termination costs            660             --                   88            572
                                         ------         ------               ------         ------
                                         $1,326         $    3               $  500         $  829
                                         ======         ======               ======         ======
</TABLE>


                                       10
<PAGE>

                 Curative Health Services, Inc. and Subsidiaries

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 5. Employee and Facility Termination Costs (continued)

<TABLE>
<CAPTION>
                                                          At and for the three months ended March 31, 2004
                                                -------------------------------------------------------------------
                                                Beginning       Costs Charged         Costs Paid or         Ending
                                                 Balance          To Expense        Otherwise Settled       Balance
                                                 -------          ----------        -----------------       -------
<S>                                               <C>               <C>                   <C>               <C>
      Employee termination costs                  $   39            $   --                $   --            $   39
      Facility termination costs                     431                --                    60               371
                                                  ------            ------                ------            ------
                                                  $  470            $   --                $   60            $  410
                                                  ======            ======                ======            ======
</TABLE>

      In 2005 the Company expects to pay approximately $0.6 million of these
accrued costs and the remainder through 2007.

Note 6. Derivative Instruments, Hedging Activities and Debt

      The Company adopted SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities," as amended by SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities," and SFAS No. 149,
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities."
These statements require that all derivative instruments be recorded on the
consolidated balance sheets at their respective fair values as either assets or
liabilities.

      In April 2004 and in conjunction with the Company's issuance of the Notes,
which bear interest at 10.75%, payable semi-annually, the Company entered into a
$90.0 million notional amount interest rate swap agreement. This agreement is
used by the Company to reduce interest expense and modify exposure to interest
rate risk by converting its fixed rate debt to a floating rate liability. Under
the agreement, the Company receives, on the portion of the senior subordinated
notes hedged, 10.75% fixed rate amounts in exchange for floating interest rate
(the 6-month London Interbank Offered Rate ("LIBOR") rate plus a premium)
payments over the life of the agreement without an exchange of the underlying
principal amount. The swap matures on May 2, 2011.

      The swap is a cash flow hedge. Due to hedge ineffectiveness, measured by
comparing the change in the fair value of debt caused only by changes in the
LIBOR yield curve to the change in the value of the swap, changes in fair value
of the swap are recognized in earnings, and the carrying value of the Company's
debt is not marked to fair value. The fair value of the swap agreement as of
March 31, 2005 was approximately $3.1 million and was recorded in other
long-term liabilities on the balance sheet. The change in fair value for the
three months ended March 31, 2005 of $2.0 million was recorded in other expense
on the statement of operations. The Company is exposed to the risk of interest
rate changes and credit risk in the event of non-performance by the
counterparties. However, the Company believes the risk of non-performance is
low.

      Also in April 2004, the Company restructured its previous credit facility
with GE Capital, as agent and lender to a $40.0 million senior secured revolving
credit facility to support permitted acquisitions and future working capital and
general corporate needs. The amended and restated revolving credit facility is
an asset backed facility, with availability based upon the Company's balance of
eligible accounts receivable and inventory, offset by approximately $7.5 million
held against that availability as a reserve for the Company's swap agreement. As
of March 31, 2005, the Company had approximately $18.5 million of availability
under its revolving credit facility. The facility also contains certain
financial covenants which are measured quarterly during the term of the facility
which expires on April 23, 2009. Effective December 31, 2004, the Company and GE
Capital executed an amendment to the revolving credit facility to amend the
financial covenants of total leverage ratio and fixed charges. These covenants
were amended through December 31, 2005. As of March 31, 2005, the Company was in
compliance with all covenants.


                                       11
<PAGE>

                 Curative Health Services, Inc. and Subsidiaries

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 7. Note Guarantees

      On April 23, 2004, the Company issued the Notes under an Indenture (the
"Indenture"), dated April 23, 2004, among the Company, its subsidiaries and
Wells Fargo Bank, National Association. The Notes are jointly and severally
guaranteed by all of the Company's existing and future restricted subsidiaries
("Restricted Subsidiaries"), as defined in the Indenture, on a full and
unconditional basis, and no separate consideration will be received for the
issuance of these guarantees. However, under certain circumstances, the Company
may be permitted to designate any of its Restricted Subsidiaries as Unrestricted
Subsidiaries.

      The Company has no assets or operations independent of its Restricted
Subsidiaries. Furthermore, as of April 23, 2004, there were no significant
restrictions on the ability of any Restricted Subsidiary to transfer to the
Company, without consent of a third party, any of such Restricted Subsidiary's
assets, whether in the form of loans, advances or cash dividends.

Note 8. Recent Developments

California Medi-Cal Reimbursement Reduction

      Approximately 12% and 5% of the Company's total revenues for the year
ended December 31, 2004 and for three months ended March 31, 2005, respectively,
were derived from the California state funded health programs. The California
state legislature in 2003 passed legislation that modified the reimbursement
methodology for blood-clotting factor products under various California state
funded health programs. Under the new reimbursement methodology, blood-clotting
factor products are reimbursed based upon Average Selling Price ("ASP"), as
provided by the manufacturers, plus 20%.

      In addition, payments for California's Medicaid program ("Medi-Cal") and
certain other state-funded health programs were to be reduced by 5% for services
provided on and after January 1, 2004. On December 23, 2003, the United States
District Court for the Eastern District of California issued an injunction
enjoining that scheduled 5% Medi-Cal reimbursement rate cut. The California
Department of Health Services ("DHS") appealed the decision to the federal Ninth
Circuit Court of Appeals, and oral argument was heard by the Ninth Circuit on
December 8, 2004. A decision is expected in the next few months, but an exact
date when the decision will be issued cannot be predicted. The length of the
injunction and the ultimate outcome of this litigation are uncertain at this
time. The court order enjoining the 5% Medi-Cal rate reduction did not apply to
other state funded programs for hemophilia patients, and California implemented
the 5% reduction for these other programs. However, the 5% reduction as applied
to the other state funded programs was repealed on or about July 31, 2004 for
services provided on and after July 1, 2004.

      Effective June 1, 2004, Medi-Cal implemented the ASP reimbursement
methodology for blood-clotting factor products. The change amounted to an
approximate 30-40% cut from rates previously in effect. The implementation of
the reduction in the reimbursement from Medi-Cal, and changes in regulations
governing such reimbursement, has adversely impacted the Company's revenues and
profitability from the sale of products by the Company or by retail pharmacies
to which it provides products or services for hemophilia patients who are
Medi-Cal beneficiaries or beneficiaries of other state funded programs for
hemophilia patients.


                                       12
<PAGE>

                 Curative Health Services, Inc. and Subsidiaries

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 8. Recent Developments (continued)

      In December 2004, the Company and certain named individual plaintiffs
entered into a Settlement Agreement which resolved both a lawsuit previously
filed on behalf of two individual Medi-Cal recipients with hemophilia in the
United States District Court for the Eastern District of California against the
State of California relating to the implementation of the new ASP reimbursement
methodology, and a lawsuit previously filed by the Company in the Superior Court
for the County of Sacramento relating to, among other things, the State of
California's failure to comply with certain applicable federal procedural
requirements relating to the reimbursement rates. In return for dismissal of
both lawsuits, DHS agreed to process, on a priority basis, all pending and
future Medi-Cal, California Children's Services and Genetically Handicapped
Persons Program claims submitted by the Company. In addition, DHS agreed to
expedite its efforts to implement electronic billing and payment for
blood-clotting factor claims.

      In addition, the Governor of California has recently proposed to expand
the Medi-Cal managed care program into 13 additional counties and to phase in
mandatory enrollment for aged, blind and disabled Medi-Cal beneficiaries. The
Company understands there may be significant concern by various constituencies
over mandatory enrollment of medically fragile populations, and the outcome of
these proposals is uncertain at this time.

Change in Medicare Reimbursement Methodology

      Effective January 1, 2005, the Medicare reimbursement methodology for
blood-clotting factor products changed to ASP plus 6% plus a $0.14 per unit
dispensing fee. Under the previous methodology, the Company was reimbursed at
95% of average wholesale price ("AWP"). The Company anticipates that the new
methodology will result in reduced reimbursement of approximately 12%.

Note 9. Legal Proceeding

      In the normal course of our business, we are involved in lawsuits, claims,
audits and investigations, including any arising out of services or products
provided by or to our operations, personal injury claims and employment
disputes, the outcome of which, in the opinion of management, will not have a
material adverse effect on our financial position, cash flows or results of
operations.

Prescription City Litigation

      As previously disclosed, a search warrant issued by a U.S. Magistrate
Judge, Southern District of New York, relating to a criminal investigation was
executed on November 4, 2003 at our Prescription City pharmacy, formerly located
in Spring Valley, New York. The Government has informed us that we are not a
target of the investigation. Apex Therapeutic Care, Inc. ("Apex"), a
wholly-owned subsidiary of the Company, was served with the search warrant on
Tuesday, November 4, 2003 while it was conducting its own compliance review at
the Spring Valley pharmacy. We have cooperated fully with the U.S. Attorney's
Office in its investigation. Based on information known as of November 5, 2003,
the employment of Paul Frank, the former principal shareholder of Prescription
City, was terminated. Apex also hired outside counsel in connection with this
investigation. Certain assets of Prescription City were purchased by Apex in
June 2003. The purchase was structured as an asset purchase with Apex being
provided indemnifications, representations and warranties by the sellers. Apex
has filed a complaint in the United States District Court, Southern District of
New York against Paul Frank and Prescription City, seeking rescission,
compensatory and punitive damages and other relief. The defendants filed a
motion to join Curative as a plaintiff and to have the case dismissed for lack
of diversity, and the Court denied such motion. The defendants filed a motion to
have such decision reconsidered, and the Court also denied that motion. The


                                       13
<PAGE>

                 Curative Health Services, Inc. and Subsidiaries

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 9. Legal Proceeding (continued)

defendants had also filed a third-party complaint for declaratory relief and a
breach of contract relating to a promissory note delivered by Apex (and issued
by Curative) to the sellers as part of the obligations of Apex in connection
with the acquisition, and such complaint has been dismissed by the Court. In
addition, Paul Frank has recently pled guilty in Manhattan Federal District
Court to a felony health care fraud charge. Apex intends to pursue its claims
against Prescription City and Paul Frank vigorously. Such litigation is pending,
and the outcome is uncertain at this time.


                                       14
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Overview

      Curative Health Services, Inc., through its Specialty Infusion and Wound
Care Management business units, seeks to deliver high-quality care and positive
clinical outcomes that result in high patient satisfaction for patients
experiencing serious acute or chronic medical conditions.

      Through its Specialty Infusion business unit, the Company provides
intravenous and injectable biopharmaceutical and compounded pharmaceutical
products and comprehensive infusion services to patients with chronic and
critical disease states. All patient care is delivered through a national
footprint of community-based branches. Each local branch has an experienced
multidisciplinary team of pharmacists, nurses, reimbursement specialists and
patient service representatives who comprehensively manage all aspects of a
patient's infusion and related support needs. In its Specialty Infusion
operations, the Company purchases biopharmaceutical and other pharmaceutical
products from suppliers and contracts with insurance companies and other payors
to provide its services, which include coordination of patient care, 24-hour
nursing and pharmacy availability, patient education and reimbursement billing
and collection services. The Company's Specialty Infusion revenues are derived
primarily from fees paid by the payors under these contracts for the
distribution of these biopharmaceutical and other pharmaceutical products and
for the injection or infusion services provided. Additional revenues are
acquired through biopharmaceutical and pharmaceutical product distribution and
support services under contracts with retail pharmacies for which the Company
receives related service fees. The products distributed and the injection or
infusion therapies offered by Curative are used by patients with chronic or
severe conditions such as hemophilia, RSV, immune system disorders, chronic or
severe infections, nutritionally compromised and other severe conditions
requiring nutritional support, cancer, rheumatoid arthritis, hepatitis C and
multiple sclerosis. Examples of biopharmaceutical products used by Curative's
patients include hemophilia clotting factor, intravenous immune globulins
("IVIG"), Synagis(R) and Remicade(R). Examples of pharmaceutical products used
by Curative's patients include compounded pharmaceuticals, such as total
parenteral nutrition ("TPN") products, anti-infectives, chemotherapy agents and
pain management products. As of March 31, 2005, the Company had approximately
400 payor contracts and provided products or services in approximately 45
states.

      The following provides approximate percentages of the Specialty Infusion
business unit's patient revenues for the three months ended March 31, 2005 and
the year ended December 31:

                                         March 31,           December 31,
                                           2005                  2004
                                         ---------           ------------
                   Private Payors           56.1%               53.4%
                   Medicaid                 37.9%               39.5%
                   Medicare                  6.0%                7.1%

      Curative's Wound Care Management business unit is a leading provider of
wound care services specializing in chronic wound care management. It manages,
on behalf of hospital clients, a nationwide network of Wound Care Center(R)
programs that offer a comprehensive range of services across a continuum of care
for treatment of chronic wounds. The Company's Wound Management ProgramSM
consists of diagnostic and therapeutic treatment procedures that are designed to
meet each patient's specific wound care needs on a cost-effective basis. The
treatment procedures are designed to achieve positive results for wound healing
based on significant experience in the field. The Company maintains a
proprietary database of patient results that it has collected since 1988
containing over 499,000 patient cases as of March 31, 2005. The treatment
procedures, which are based on extensive patient data, have allowed the Company
to achieve an overall rate of healing of approximately 89% for patients
completing therapy. As of March 31, 2005, the Wound Care Center(R) network
consisted of 101 outpatient clinics (96 operating and 5 contracted) located on
or near campuses of acute care hospitals in approximately 30 states.


                                       15
<PAGE>

      The Wound Care Management business unit currently operates two types of
Wound Care Center(R) programs with hospitals: a management model and an "under
arrangement" model, with a primary focus on developing management models. In the
management model, Wound Care Management provides management and support services
for a chronic wound care facility owned or leased by the hospital and staffed by
employees of the hospital, and generally receives a fixed monthly management fee
or a combination of a fixed monthly management fee and a variable case
management fee. In the "under arrangement" model, Wound Care Management provides
management and support services, as well as the clinical and administrative
staff, for a chronic wound care facility owned or leased by the hospital, and
generally receives fees based on the services provided to each patient.

Critical Accounting Policies and Estimates

      Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses the Company's condensed consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these condensed consolidated
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the condensed consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. On an ongoing basis, management evaluates its estimates
and judgments, including those related to revenue recognition, bad debts,
inventories, income taxes, intangibles and derivatives. Management bases its
estimates and judgments on historical experience and on various other factors
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.
Management believes the following critical accounting policies, among others,
affect its more significant judgments and estimates used in the preparation of
its condensed consolidated financial statements:

Revenue recognition

      Specialty Infusion revenues are recognized, net of any contractual
allowances, when the product is shipped to a patient, retail pharmacy or a
physician's office, or when the service is provided. Wound Care Management
revenues are recognized after the management services are rendered and are
billed monthly in arrears.

Trade receivables

      Considerable judgment is required in assessing the ultimate realization of
receivables, including the current financial condition of the customer, age of
the receivable and the relationship with the customer. The Company estimates its
allowances for doubtful accounts using these factors. If the financial condition
of the Company's customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be required. In
circumstances where the Company is aware of a specific customer's inability to
meet its financial obligations (e.g., bankruptcy filings), a specific reserve
for bad debts is recorded against amounts due to reduce the receivable to the
amount the Company reasonably believes will be collected. For all other
customers, the Company has reserves for bad debt based upon the total accounts
receivable balance. Although the Company believes its reserve for accounts
receivable at March 31, 2005 is reasonable, there can be no assurance that
additional reserves will not be needed in the future. The recording of any such
reserve may have a negative impact on the Company's operating results.

Inventories

      Inventories are carried at the lower of cost or market on a first in,
first out basis. Inventories consist of high-cost biopharmaceutical and
pharmaceutical products that, in many cases, require refrigeration or other
special handling. As a result, inventories are subject to spoilage or shrinkage.
On a quarterly basis, the Company performs a physical inventory and determines
whether any shrinkage or spoilage adjustments are needed. Although the Company
believes its inventories balance at March 31, 2005 is reasonably accurate, there
can be no assurance that spoilage or shrinkage adjustments will not be needed in
the future. The recording of any such reserve may have a negative impact on the
Company's operating results.


                                       16
<PAGE>

Deferred income taxes

      The Company had approximately $6.0 million in deferred income tax assets
at March 31, 2005 ($5.0 million represented a current asset and $1.0 million was
recorded in other long-term assets on the accompanying balance sheet) and
approximately $3.9 million in deferred income tax liabilities. The Company does
not have a valuation allowance against its assets as it believes it is more
likely than not that the tax assets will be realized. The Company has considered
future income expectations and prudent tax strategies in assessing the need for
a valuation allowance. In the event the Company determines in the future that it
needs to record a valuation allowance, an adjustment to deferred income tax
assets would be charged against income in the period of determination.

Goodwill and intangibles

      Goodwill represents the excess of purchase price over the fair value of
net assets acquired. Intangibles consist of separately identifiable intangibles,
such as pharmacy and customer relationships and covenants not to compete. The
Company accounts for goodwill and intangible assets in accordance with SFAS No.
142, "Goodwill and Other Intangible Assets," which requires goodwill and
intangible assets with indefinite lives to not be amortized but rather to be
reviewed annually, or more frequently if impairment indicators arise, for
impairment. Separable intangible assets that are not deemed to have an
indefinite life are amortized over their useful lives. In assessing the
recoverability of the Company's goodwill and intangibles, the Company must make
assumptions regarding estimated future cash flows and other factors to determine
the fair value of the respective assets. If these estimates or assumptions
change in the future, the Company may need to record an impairment charge for
these assets. An impairment charge would reduce operating income in the period
it was determined that the charge was needed. For example, due primarily to
changes in the economics of the Specialty Infusion business unit, including the
changes in reimbursement methodology that occurred in 2004, the Company recorded
a non-cash impairment charge of $134.7 million in goodwill and $0.1 million in
other intangible assets, respectively, in the fourth quarter of 2004. The
Company will continue to monitor its goodwill and intangibles for impairment
indicators.

Derivative instruments and hedging activities

      The Company has an interest rate swap covering a portion of its fixed rate
senior notes. The Company does not use derivatives other than for cash flow
hedging purposes. The Company accounts for the swap instrument under the
provisions of SFAS No. 133, as amended by SFAS Nos. 138 and 149, which require
that all derivative financial instruments be recorded on the consolidated
balance sheet at fair value as either assets or liabilities. Adjustments in fair
value are recognized in the period of the change. Due to hedge ineffectiveness,
changes in fair value of the Company's swap are recognized in earnings, and the
carrying value of the Company's debt is not marked to fair value. Curative is
exposed to the risk of interest rate changes and credit risk in the event of
non-performance by the counterparties. However, the Company believes the risk of
non-performance is low.


                                       17
<PAGE>

Key Performance Indicators

      The following provides a summary of some of the key performance indicators
that may be used to assess the Company's results of operations. These
comparisons are not necessarily indicative of future results (dollars in
thousands).

<TABLE>
<CAPTION>
                                                        For the three months ended March 31
                                             ------------------------------------------------------
                                                                                  $            %
                                                2005            2004           Change       Change
                                             ---------       ---------       ---------    ---------
<S>                                          <C>             <C>             <C>               <C>
Specialty Infusion revenues                  $  79,975       $  59,085       $  20,890         35%
                                             ---------       ---------       ---------
Wound Care Management revenues                   6,768           6,473             295          5%
                                             ---------       ---------       ---------
Total revenues                               $  86,743       $  65,558       $  21,185         32%

Specialty Infusion revenues to total                92%             90%
Wound Care Management revenues to total              8%             10%
                                             ---------       ---------
Total                                              100%            100%

Specialty Infusion gross margin              $  10,507       $  12,261       $  (1,754)       (14%)
Wound Care Management gross margin               3,720           3,546             174          5%
                                             ---------       ---------       ---------
Total gross margin                           $  14,227       $  15,807       $  (1,580)       (10%)

Specialty Infusion gross margin %                   13%             21%
Wound Care Management gross margin %                55%             55%
Total gross margin %                                16%             24%

Specialty Infusion SG&A                      $   5,591       $   3,712       $   1,879         51%
Wound Care Management SG&A                         775           1,036            (261)       (25%)
Corporate SG&A                                   4,734           5,101            (367)        (7%)
Charges(1)                                         351             169             182        108%
                                             ---------       ---------       ---------
Total SG&A                                   $  11,451       $  10,018       $   1,433         14%

Operating margin                             $   2,776       $   5,789       $  (3,013)       (52%)
Operating margin %                                   3%              9%
</TABLE>

----------
(1)   The Company's charges are discussed under Results of Operations - Selling,
      General and Administrative.


                                       18
<PAGE>

Recent Developments

California Medi-Cal Reimbursement Reduction

      Approximately 12% and 5% of the Company's total revenues for the year
ended December 31, 2004 and for three months ended March 31, 2005, respectively,
were derived from the California state funded health programs. The California
state legislature in 2003 passed legislation that modified the reimbursement
methodology for blood-clotting factor products under various California state
funded health programs. Under the new reimbursement methodology, blood-clotting
factor products are reimbursed based upon ASP, as provided by the manufacturers,
plus 20%.

      In addition, payments for Medi-Cal and certain other state-funded health
programs were to be reduced by 5% for services provided on and after January 1,
2004. On December 23, 2003, the United States District Court for the Eastern
District of California issued an injunction enjoining that scheduled 5% Medi-Cal
reimbursement rate cut. The DHS appealed the decision to the federal Ninth
Circuit Court of Appeals, and oral argument was heard by the Ninth Circuit on
December 8, 2004. A decision is expected in the next few months, but an exact
date when the decision will be issued cannot be predicted. The length of the
injunction and the ultimate outcome of this litigation are uncertain at this
time. The court order enjoining the 5% Medi-Cal rate reduction did not apply to
other state funded programs for hemophilia patients, and California implemented
the 5% reduction for these other programs. However, the 5% reduction as applied
to the other state funded programs was repealed on or about July 31, 2004 for
services provided on and after July 1, 2004.

      Effective June 1, 2004, Medi-Cal implemented the ASP reimbursement
methodology for blood-clotting factor products. The change amounted to an
approximate 30-40% cut from rates previously in effect. The implementation of
the reduction in the reimbursement from Medi-Cal, and changes in regulations
governing such reimbursement, has adversely impacted the Company's revenues and
profitability from the sale of products by the Company or by retail pharmacies
to which it provides products or services for hemophilia patients who are
Medi-Cal beneficiaries or beneficiaries of other state funded programs for
hemophilia patients.

      In December 2004, the Company and certain named individual plaintiffs
entered into a Settlement Agreement which resolved both a lawsuit previously
filed on behalf of two individual Medi-Cal recipients with hemophilia in the
United States District Court for the Eastern District of California against the
State of California relating to the implementation of the new ASP reimbursement
methodology, and a lawsuit previously filed by the Company in the Superior Court
for the County of Sacramento relating to, among other things, the State of
California's failure to comply with certain applicable federal procedural
requirements relating to the reimbursement rates. In return for dismissal of
both lawsuits, DHS agreed to process, on a priority basis, all pending and
future Medi-Cal, California Children's Services and Genetically Handicapped
Persons Program claims submitted by the Company. In addition, DHS agreed to
expedite its efforts to implement electronic billing and payment for
blood-clotting factor claims.

      In addition, the Governor of California has recently proposed to expand
the Medi-Cal managed care program into 13 additional counties and to phase in
mandatory enrollment for aged, blind and disabled Medi-Cal beneficiaries. The
Company understands there may be significant concern by various constituencies
over mandatory enrollment of medically fragile populations, and the outcome of
these proposals is uncertain at this time.

Change in Medicare Reimbursement Methodology

      Effective January 1, 2005, the Medicare reimbursement methodology for
blood-clotting factor products changed to ASP plus 6% plus a $0.14 per unit
dispensing fee. Under the previous methodology, the Company was reimbursed at
95% of AWP. The Company anticipates that the new methodology will result in
reduced reimbursement of approximately 12%.


                                       19
<PAGE>

Results of Operations

Revenues

      The Company's revenues for the first quarter of 2005 increased $21.2
million, or 32%, to $86.7 million compared to $65.6 million for the first
quarter of 2004. The increase in revenues was the result of the 2004 acquisition
of CCS, offset by a reduction in hemophilia revenue related to the reduced
reimbursement from California state programs.

      Product revenues, attributed entirely to the Specialty Infusion business
unit, increased $20.9 million, or 35%, to $80.0 million in the first quarter of
2005 from $59.1 million in the first quarter of 2004. The increase in product
revenues was primarily attributable to the 2004 acquisition of CCS, including
organic growth in revenues from CCS branches of 13.8%, offset by a reduction in
hemophilia revenue related to the reduced reimbursement from California state
programs. As a percentage of Specialty Infusion's revenues, hemophilia revenues
and Synagis(R) sales for the prevention of RSV accounted for 27% and 31%,
respectively, for the first quarter of 2005. As RSV occurs primarily during the
winter months, the major portion of the Company's Synagis(R) sales may be higher
during the first and fourth quarters of the calendar year which may result in
significant fluctuations in the Company's quarterly operating results.

      Service revenues, attributed entirely to the Wound Care Management
business unit, increased $0.3 million, or 5%, to $6.8 million in the first
quarter of 2005 from $6.5 million in the first quarter of 2004. For the first
quarter of 2005, the Company signed four new Wound Care Management contracts and
one contract was terminated. The termination, non-renewal or renegotiations of a
material number of management contracts or the inability to sign new contracts
could result in a decline in the Company's Wound Care Management business unit's
revenue. The Wound Care Management business unit has a number of initiatives to
grow revenue, although there can be no assurance that the initiatives will be
successful. These initiatives include new product offerings such as inpatient
wound care programs at acute care hospitals focusing on pressure sores, and
wound outreach programs whereby nurse practitioners or physicians from
affiliated Wound Care Centers provide related services to long-term care
facilities in surrounding areas. All of these programs are currently being
offered to hospitals.

Cost of Product Sales

      Cost of product sales, attributed entirely to the Specialty Infusion
business unit, increased $22.6 million, or 48%, to $69.5 million in the first
quarter of 2005 compared to $46.8 million in the first quarter of 2004. The
increase in cost of product sales was primarily attributable to the 2004
acquisition of CCS. As a percentage of product revenues, cost of product sales
for the first quarter of 2005 was 87% compared to 79% for the same period in
2004. The increased percentage for 2005 was primarily attributable to the
acquisition of CCS which resulted in the reduction of the percentage of the
Company's revenues derived from hemophilia products, which have a lower product
cost as a percentage of revenue, as well as the reduction in hemophilia revenue
related to the reduced reimbursement from California state programs.

Cost of Services

      Cost of services, attributed entirely to the Wound Care Management
business unit, increased $0.1 million, or 4%, to $3.0 million in the first
quarter of 2005 from $2.9 million in the first quarter of 2004. As a percentage
of service revenues, cost of services for the first quarter of 2005 was flat at
45% compared to the same period in 2004.

Gross Margin

      Gross margin decreased $1.6 million, or 10%, to $14.2 million in the first
quarter of 2005 from $15.8 million for the first quarter of 2004. Specialty
Infusion's gross margin declined to $10.5 million for the first quarter of 2005
from $12.3 million for the same period in 2004, a decrease of $1.8 million, or
14%. As a percentage of its revenues, Specialty Infusion's gross margin was 13%
in the first quarter of 2005 as compared to 21% for the same period in 2004. The
decreases in gross margin dollars and percentage were attributed to lower
average revenue per unit for hemophilia as a result of changes in reimbursement
rates, lower average revenue per unit for IVIG at pharmacies operating before
the CCS acquisition due to a higher mix of managed care business, and a higher
cost of


                                       20
<PAGE>

service. These decreases were partially offset by the inclusion of the gross
margin from the CCS acquisition. Wound Care Management's gross margin increased
to $3.7 million in the first quarter of 2005 from $3.5 million in the same
period of 2004, an increase of $0.2 million, or 5%. As a percentage of its
revenues, Wound Care Management's gross margin was flat at 55% in the first
quarter of 2005 compared to the same period in 2004.

Selling, General and Administrative

      Selling, general and administrative expenses increased by $1.4 million, or
14%, to $11.5 million for the first quarter of 2005 compared to $10.0 million
for the first quarter of 2004 and consisted of $5.6 million related to the
Specialty Infusion business unit, $0.8 million related to the Wound Care
Management business unit, $4.7 million related to corporate services and $0.4
million in charges, including $0.3 million related to the Company's corporate
reorganization and $0.07 million related to litigation expenses.

      The increase in selling, general and administrative expenses of $1.4
million was due to the charges of $0.4 million in the first quarter of 2005
compared to $0.2 million in charges in the same period of 2004 and an increase
of approximately $1.9 million in Specialty Infusion expenses due to the
inclusion of CCS, offset by cost savings from reductions in workforce as a
result of the acquisition and decreases of approximately $0.3 million and $0.4
million in Wound Care Management and corporate selling, general and
administrative expenses, respectively. As a percentage of total Company
revenues, selling, general and administrative expenses were 13% for the first
quarter of 2005 compared to 15% for the same period in 2004.

Net (Loss) Income

      Net loss was $3.4 million, or ($0.26) per share compared to net income of
$3.1 million, or $0.23 per diluted share (calculated under the "as if converted"
method; see Note 2), for the same period in 2004. The net loss for the first
quarter of 2005 was attributed to the increased interest expense related to the
Company's senior notes, the change in fair value of the Company's swap
agreement, the decreased gross margin for Specialty Infusion and an increase in
charges.

Liquidity and Capital Resources

      Working capital was $47.8 million at March 31, 2005 compared to $50.8
million at December 31, 2004. Total cash and cash equivalents at March 31, 2005
was $1.1 million. The ratio of current assets to current liabilities was 1.8 to
1 at March 31, 2005 and December 31, 2004.

      Cash flows provided by operating activities for the three months ended
March 31, 2005 totaled $2.8 million, primarily attributable to a reduction in
inventories and prepaids and other expenses, offset by the net loss for the
period.

      Cash flows used in investing activities totaled $1.2 million, primarily
attributable to fixed asset purchases.

      Cash flows used in financing activities totaled $1.7 million attributable
to $3.2 million in repayments of borrowing on credit facilities and long-term
liabilities, net, and payment of deferred financing costs, offset by $1.5
million in proceeds from repayments of notes receivable from stockholders.

      At March 31, 2005, the Company experienced a net increase in accounts
receivable of $1.1 million attributable to the increase in revenues, primarily
from Synagis(R) sales. Days sales outstanding were 86 days at March 31, 2005, as
compared to 88 days at December 31, 2004. At March 31, 2005, days sales
outstanding for the Specialty Infusion business unit was 88 days and for the
Wound Care Management business unit, days sales outstanding was 58 days,
compared to 89 days and 73 days, respectively, at December 31, 2004.

      As of March 31, 2005, the Company's current portion of long-term
liabilities of $6.4 million included $1.5 million representing the current
portion of the Department of Justice ("DOJ") obligation, $0.9 million
representing the current portion of a convertible note payable used in
connection with the purchase of Apex in February 2002, $3.0 million in a
convertible note payable related to the purchase of Home Care of New York, Inc.
("Home Care") in October 2002 and $1.0 million representing the note payable
used in connection


                                       21
<PAGE>

with the purchase of certain assets of Prescription City in June 2003. At March
31, 2005, the Company's long-term liabilities of $207.6 million included $185.0
million in senior notes payable, $21.5 million in borrowed funds from the
Company's commercial lender and a $1.1 million promissory note representing the
long-term portion of the convertible note used in the purchase of Apex.

      The Company's current portion of long-term liabilities and long-term
liabilities decreased $3.5 million to $214.0 million compared to $217.5 million
at December 31, 2004. The decrease is primarily due to a lower revolver balance
at March 31, 2005 compared to December 31, 2004.

      The Company's longer term cash requirements include working capital for
the expansion of its Specialty Infusion business branch pharmacy network and
servicing of the Company's substantial debt. Other cash requirements are
anticipated for capital expenditures in the normal course of business, including
the acquisition of software, computers and equipment related to the Company's
management information systems. As of March 31, 2005, the Company had a $1.5
million obligation, payable over approximately one year, to the DOJ related to
the settlement of its litigation previously disclosed, as well as senior notes
bank debt and convertible and promissory notes totaling $212.5 million payable
over various periods through 2011.

      As of March 31, 2005, the Company had approximately $18.5 million of
availability under its revolving credit facility with GE Capital. The credit
facility contains both financial and non-financial covenants. The financial
covenants include a total leverage ratio, fixed charges coverage ratio, senior
secured leverage ratio, capital expenditures and accounts receivable days
outstanding limits. In the event of default under any of these covenants, the
Company may seek a waiver or amendment of the covenants. Effective December 31,
2004, the Company and GE Capital executed an amendment to the revolving credit
facility to amend the financial covenants of total leverage ratio and fixed
charges. These covenants were amended through December 31, 2005. There can be no
assurance, however, that such a waiver or amendment that may be needed in the
future will be obtained. In the event of any such default, the lender may
suspend or terminate advances under the credit facility, or the lender may
accelerate the debt and demand immediate payment of any outstanding balance. An
acceleration of the debt under the Company's senior secured credit facility
would result in an event of default under the indenture for the Company's 10.75%
senior notes due 2011 as well. The Company was in compliance with the amended
covenants under the credit facility at March 31, 2005.

      The Company believes that, based on the above as well as its current
business plan and an expected $3.4 million in refundable taxes, its operating
cash flow and existing credit facilities will be sufficient to meet working
capital needs for the servicing of its debt, approximately $19.5 million in net
interest expense, paid semi-annually, related principally to the Company's
outstanding senior notes, the $3.0 million convertible note payable related to
the purchase of Home Care due in the fourth quarter of 2005 and the expansion of
its branch network of full-service pharmacies, including capital expenditure
requirements of approximately $6.0 million, over the next twelve months. On May
2, 2005, the Company made the first 2005 semi-annual interest payment of
approximately $9.75 million on the senior notes. The Company made the payment by
drawing against its revolving credit facility. The Company expects that the
balance of its revolving credit facility will decline over the next several
months sufficiently enough to provide liquidity for payment of the November 2005
interest coupon. However, any material increase in the Company's days sales
outstanding or the failure to collect receivables under the settlement agreement
with the DHS could hamper the Company's ability to service its debt or require
the Company to slow its business expansion plans. In such case, the Company may
be required to increase its credit facilities, issue equity, offer some
combination of both debt and equity, or consider other alternatives to meet its
working capital needs.

Recently Issued Accounting Standard

      In December 2004, the FASB issued SFAS No. 123 (revised 2004),
"Share-Based Payment," ("SFAS No. 123(R)") which eliminated the alternative of
accounting for share-based compensation transactions under the intrinsic value
method of APB No. 25, "Accounting for Stock Issued to Employees." Instead, SFAS
No. 123(R) requires companies to measure the cost of employee services received
in exchange for an award of equity instruments based on the grant-date fair
value of the award. The grant date fair value of employee share options and
similar instruments will be estimated using option-pricing models adjusted for
the unique characteristics of those instruments.


                                       22
<PAGE>

      In April 2005, the FASB delayed the implementation of SFAS No. 123(R) for
public companies until the first annual period beginning after June 15, 2005.
The Company expects to adopt SFAS No. 123(R) on January 1, 2006. The adoption of
SFAS No. 123(R)'s fair value method will have a significant impact on the
Company's results of operations, although it will have no impact its overall
financial position.

Cautionary Statement and Risk Factors

      The statements contained in this Quarterly Report on Form 10-Q include
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "PSLRA"). When used in this Quarterly Report
on Form 10-Q and in future filings by us with the Securities and Exchange
Commission, in our news releases, presentations to securities analysts or
investors, and in oral statements made by or with the approval of one of our
executive officers, the words or phrases "believes," "anticipates," "expects,"
"plans," "seeks," "intends," "will likely result," "estimates," "projects" or
similar expressions are intended to identify such forward-looking statements.
These statements are only predictions. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. Actual events
or results may differ materially from the results discussed in the
forward-looking statements.

      The following text contains cautionary statements regarding our business
that investors and others should consider. This discussion is intended to take
advantage of the "safe harbor" provisions of the PSLRA. Except to the extent
otherwise required by federal securities laws, we do not undertake to address or
update forward-looking statements in future filings with the SEC or
communications regarding our business or operating results, and do not undertake
to address how any of these factors may have caused results to differ from
discussions or information contained in previous filings or communications. You
should not place undue reliance on forward-looking statements, which speak only
as of the date they are made. In addition, any of the matters discussed below
may have affected past, as well as current, forward-looking statements about
future results so that our actual results in the future may differ materially
from those expressed in prior communications.

Risks Related to our Business

Our substantial level of indebtedness could adversely affect our financial
condition and prevent us from fulfilling our debt obligations.

      As of March 31, 2005, we had approximately $214.0 million of total
indebtedness which included $185.0 million aggregate principal amount of our
10.75% Senior Notes due 2011 (the "Notes") and our credit facility of $21.5
million with General Electric Capital Corporation. Subject to restrictions in
the indenture related to the Notes and our credit facility, we may incur
additional indebtedness.

      Our high level of indebtedness could have important consequences. For
example, it could:

      o     make it more difficult for us to satisfy our obligations on the
            Notes or under our revolving credit facility;

      o     require us to dedicate a substantial portion of our cash flow from
            operations to interest and principal payments on our indebtedness,
            reducing the availability of our cash flow for other purposes, such
            as capital expenditures, acquisitions and working capital;

      o     limit our flexibility in planning for, or reacting to, changes in
            our business and the industry in which we operate;

      o     increase our vulnerability to general adverse economic and industry
            conditions;

      o     place us at a disadvantage compared to our competitors that have
            less debt;


                                       23
<PAGE>

      o     expose us to fluctuations in the interest rate environment because
            the Company's revolving credit facility and interest rate swap
            agreement are at variable rates of interest; and

      o     limit our ability to borrow additional funds.

      We expect to obtain the money to pay our expenses and to pay the interest
on the Notes, our revolving credit facility and other debt from cash flow from
our operations and from additional loans under our revolving credit facility.
Our ability to meet our expenses thus depends on our future performance, which
will be affected by financial, business, economic and other factors. For
example, in 2004, our business was adversely affected by reimbursement
reductions in the State of California for the hemophilia related products we
sell. We will not be able to control many of these factors, such as economic
conditions in the markets where we operate and pressure from competitors. We
cannot be certain that our cash flow will be sufficient to allow us to pay
principal and interest on our debt (including the Notes) and meet our other
obligations, such as those relating to the expansion of our branch pharmacy
network or the planned relocation of our corporate offices. If we do not have
enough money, we may be required to refinance all or part of our existing debt
(including the Notes), sell assets or borrow more money. We cannot guarantee
that we will be able to do so on terms acceptable to us. In addition, the terms
of existing or future debt agreements, including our revolving credit facility
and the indenture, may restrict us from adopting any of these alternatives. The
failure to generate sufficient cash flow or to achieve such alternatives could
significantly adversely affect the value of the Notes and our ability to pay
principal of and interest on the Notes.

Our substantial outstanding debt subjects us to covenant default risk under our
senior secured credit facility.

      We are highly leveraged. If we are unable to achieve our forecasted
operating results, we may violate covenants under our senior secured credit
facility. The financial covenants under our senior secured credit facility
include a total leverage ratio, fixed charges coverage ratio, senior secured
leverage ratio, capital expenditures and accounts receivable days outstanding
limits. In the event we default under any of these covenants, we may seek a
waiver or amendment of the covenants. Effective December 31, 2004, the Company
executed an amendment to its revolving credit facility to amend the financial
covenants of total leverage ratio and fixed charges, in addition to other
changes made to the credit agreement. The financial covenants were amended
through December 31, 2005 and may need to be amended again depending on the
Company's operating results. There can be no assurance, however, that we will be
able to obtain such a waiver or amendment. In the event we are unable to obtain
a waiver or amendment to remedy any such default, the lender may suspend or
terminate advances under the credit facility, or the lender may accelerate the
debt and demand immediate payment of any outstanding balance. An acceleration of
the debt under our senior secured credit facility would result in an event of
default under the indenture for the Notes as well.

If we fail to comply with the terms of our settlement agreement with the
government, we could be subject to additional litigation or other governmental
actions which could be harmful to our business.

      On December 28, 2001, we entered into a settlement with the U.S.
Department of Justice ("DOJ"), the U.S. Attorney for the Southern District of
New York, the U.S. Attorney for the Middle District of Florida and the U.S.
Department of Health and Human Services, Office of the Inspector General, in
connection with all federal investigations and legal proceedings related to
whistleblower lawsuits previously pending against us in the U.S. District Court
for the Southern District of New York and the U.S. District Court for the
District of Columbia. These lawsuits included allegations that we improperly
caused our hospital customers to seek reimbursement for a portion of our
management fees that included costs related to advertising and marketing
activities by our personnel and allegations that we violated the federal
anti-kickback law and the federal False Claims Act. Under the terms of the
settlement, the lawsuits were dismissed, the United States and the
whistleblowers released us from the claims asserted in the lawsuits, and we
agreed to pay to the United States a $9.0 million initial payment, with an
additional $7.5 million to be paid over the next four years. As of March 31,
2005, a balance of approximately $1.5 million was outstanding on this
obligation. Pursuant to the settlement, we have been required to fulfill certain
additional obligations, including abiding by a five-year Corporate Integrity
Agreement, avoiding violations of law and providing certain information to the
DOJ from time to time. As of December 17, 2003, we were released from part of
our obligations under the Corporate Integrity Agreement. The independent review
organization that conducts the audit of our records pursuant to the Corporate


                                       24
<PAGE>

Integrity Agreement is no longer required to conduct the general compliance
review. If we fail or if we are accused of failing to comply with the terms of
the settlement, we may be subject to additional litigation or other governmental
actions, including our Wound Care Management business unit being barred from
participating in the Medicare program and other federal health care programs. In
addition, as part of the settlement, we consented to the entry of a judgment
against us for $28.0 million, less any amounts previously paid under the
settlement, that would be imposed only if we fail to comply with the terms of
the settlement, which, if required to be paid, could have a material adverse
effect on our financial position. In July 2002, we settled a shareholders' class
action suit for $10.5 million that had been consolidated from four lawsuits
involving allegations stemming from the whistleblower lawsuits and DOJ
investigations.

We are involved in litigation which may harm the value of our business.

      In the normal course of our business, we are involved in lawsuits, claims,
audits and investigations, including any arising out of services or products
provided by or to our operations, personal injury claims, employment disputes
and contractual claims, the outcome of which, in our opinion, should not have a
material adverse effect on our financial position and results of operations.
However, we may become subject to future lawsuits, claims, audits and
investigations that could result in substantial costs and divert our attention
and resources. In addition, since our current growth strategy includes
acquisitions, among other things, we may become exposed to legal claims for the
activities of an acquired business prior to the respective acquisition.

A substantial percentage of our revenue is attributable to the Medicaid and
Medicare programs. Our business has been significantly adversely impacted by
recent changes in Medi-Cal reimbursement policies and will continue to be
subject to changes in reimbursement policies and other legislative or regulatory
initiatives aimed at reducing costs associated with various government programs.

      In the year ended December 31, 2004, approximately 40% of our Specialty
Infusion business unit's revenues were derived from products and/or services
provided to patients covered under various state Medicaid programs, most of
which were from California, and approximately 7% of our Specialty Infusion
business unit's revenues were derived from products and/or services provided to
patients covered under the Medicare program. During the three months ended March
31, 2005, approximately 38% and 6% of our Specialty Infusion business unit's
revenues were derived from products and/or services provided to patients covered
under various state Medicaid and Medicare programs, respectively. As a result of
our acquisition of CCS, we expect the percentage of our revenues attributable to
federal and state programs to decrease. Such programs are highly regulated and
subject to frequent and substantial changes and cost-containment measures that
may limit and reduce payments to providers. In the recent past, many states have
been experiencing budget deficits that may require future reductions in health
care related expenditures. According to a Kaiser Family Foundation report issued
in October 2004, all 50 states and the District of Columbia implemented Medicaid
cost containment measures in fiscal year 2004, and each of these states planned
to put in additional spending constraints in fiscal year 2005. State cost
containment activity continued to focus heavily on reducing provider payments
and controlling prescription drug spending.

      In December 2003, the Medicare Prescription Drug Improvement and
Modernization Act of 2003 ("MMA") was signed into federal law, providing for a
Medicare prescription drug benefit and other changes to the Medicare program,
including changes to payment methodologies for products we distribute that are
covered by Medicare. Prior to MMA, Medicare reimbursement for many of the
products we distribute was based on 95% of the products' average wholesale price
("AWP"). Under MMA, Medicare reimbursement for many of the products we
distribute, including most physician-administered drugs and biologicals, was
lowered to 80-85% of AWP effective January 1, 2004. This 2004 change did not
affect Medicare reimbursement for blood-clotting factor products, which
continued to be reimbursed at 95% of AWP during 2004.

      Effective January 1, 2005, the Medicare reimbursement methodology for
blood-clotting factor products changed from an AWP-based system to one based
upon Average Selling Price ("ASP") which has lowered Medicare reimbursement. In
addition to the payment we receive from the Medicare program for blood-clotting
factor, beginning in January 2005, we receive a separate payment of $0.14 for
each unit of factor furnished to Medicare beneficiaries. It is possible that
states and/or commercial payors may adopt the new Medicare reimbursement
methodology. The


                                       25
<PAGE>

conversion to a system based upon ASP could have a material adverse effect on
our business, financial condition and results of operations. In addition, MMA
changes the relationship between the Medicare and Medicaid programs such that we
may receive less reimbursement in the future for individuals who receive
benefits under both of these programs.

      In addition to these federal initiatives, many states are also making
modifications to the manner with which they reimburse providers of pharmacy
services. For example, in California, where approximately 12% and 5% of our
total revenues for year ended December 31, 2004 and for three months ended March
31, 2005, respectively, were derived from the California state funded health
programs, the state legislature in 2003 passed legislation that modified the
reimbursement methodology for blood-clotting factor products under various
California state funded health programs. Under the new reimbursement
methodology, blood-clotting factor products are reimbursed based upon ASP, as
provided by the manufacturers, plus 20%. In addition, payments for California's
Medicaid program ("Medi-Cal") and certain other state-funded health programs
were to be reduced by 5% for services provided on and after January 1, 2004. On
December 23, 2003, the United States District Court for the Eastern District of
California issued an injunction enjoining that scheduled 5% Medi-Cal
reimbursement rate cut. The California Department of Health Services ("DHS")
appealed the decision to the federal Ninth Circuit Court of Appeals, and oral
argument was heard by the Ninth Circuit on December 8, 2004. A decision is
expected in the next few months, but an exact date when the decision will be
issued cannot be predicted. The length of the injunction and the ultimate
outcome of this litigation are uncertain at this time. The court order enjoining
the 5% Medi-Cal rate reduction did not apply to other state funded programs for
hemophilia patients, and California implemented the 5% reduction for these other
programs. However, the 5% reduction as applied to the other state funded
programs was repealed on or about July 31, 2004 for services provided on and
after July 1, 2004.

      Effective June 1, 2004, Medi-Cal implemented the ASP reimbursement
methodology for blood-clotting factor products. The change amounted to an
approximate 30-40% cut from rates previously in effect. The implementation of
the reduction in the reimbursement from Medi-Cal, and changes in regulations
governing such reimbursement, has adversely impacted our revenues and
profitability from the sale of products by us or by retail pharmacies to which
we provide products or services for hemophilia patients who are Medi-Cal
beneficiaries or beneficiaries of other state funded programs for hemophilia
patients.

      In December, 2004, we and certain named individual plaintiffs entered into
a Settlement Agreement which resolved both a lawsuit previously filed on behalf
of two individual Medi-Cal recipients with hemophilia in the United States
District Court for the Eastern District of California against the State of
California relating to the implementation of the new ASP reimbursement
methodology, and a lawsuit previously filed by us in the Superior Court for the
County of Sacramento relating to, among other things, the State of California's
failure to comply with certain applicable federal procedural requirements
relating to the reimbursement rates. In return for dismissal of both lawsuits,
DHS agreed to process, on a priority basis, all pending and future Medi-Cal,
California Children's Services and Genetically Handicapped Persons Program
claims submitted by us. In addition, DHS agreed to expedite its efforts to
implement electronic billing and payment for blood-clotting factor claims. There
can be no assurance, however, that the Company's accounts receivable collections
from the State of California will improve as the result of this settlement
agreement. A failure of the Company to improve its accounts receivable
collections from the State of California could have a material adverse effect on
the Company's business, financial condition and operating results.

      In addition, the Governor of California has recently proposed to expand
the Medi-Cal managed care program into 13 additional counties and to phase in
mandatory enrollment for aged, blind and disabled Medi-Cal beneficiaries. We
understand there may be significant concern by various constituencies over
mandatory enrollment of medically fragile populations, and the outcome of these
proposals is uncertain at this time.

      We are in the process of evaluating the impact various federal and state
legislative and related initiatives may have on our business, financial position
and results of operations.


                                       26
<PAGE>

Our growth strategy includes the expansion of our branch pharmacy network by the
opening of new branch pharmacy locations.

      An important element of the growth strategy of our Specialty Infusion
business unit is the expansion of our branch pharmacy network through the
opening of new branch locations. This expansion will involve significant
planning and execution processes, such as identifying new markets, leasing
facility space, hiring qualified personnel, obtaining payor contracts and
obtaining patient referrals. In addition, the Company will need to invest
capital in facility build out, computers, offices and other furniture and
equipment. It is expected that these branch pharmacies will incur losses during
their startup periods. Any failure by us to effectively execute this expansion
strategy, including the successful transition of expansion branches from loss
positions to profitability, could have a material adverse effect on the
Company's business, financial condition, operating results and cash flows.

We have experienced rapid growth by acquisitions. If we are unable to manage our
growth effectively or to purchase or integrate new companies, our business could
be harmed.

      Our growth strategy will likely strain our resources, and if we cannot
effectively manage our growth, our business could be harmed. In connection with
our growth strategy, we will likely experience an increase in the number of our
employees in our branch network, the size of our programs and the scope of our
operations. Our ability to manage this growth and to be successful in the future
will depend partly on our ability to retain skilled employees, enhance our
management team and improve our management information and financial control
systems.

      As part of our growth strategy, we may evaluate acquisition opportunities.
Acquisitions involve many risks, including the following:

      o     Since the specialty pharmacy industry is undergoing consolidation,
            we may experience difficulty in identifying suitable candidates and
            negotiating and consummating acquisitions on attractive terms, if at
            all.

      o     In the industry in which our Specialty Infusion business unit
            operates, there are customers who have a strong affiliation with
            their community-based representatives; accordingly, we may
            experience difficulty in retaining and assimilating the
            community-based representatives of companies we acquire.

      o     Because of the relationships between community-based representatives
            and customers in certain of our product lines, the loss of a single
            community-based representative may entail the loss of a significant
            amount of revenue.

      o     Our operational, financial and management systems may be
            incompatible with or inadequate to cost effectively integrate and
            manage the acquired business' systems. As a result, billing
            practices could be interrupted, and cash collections on the newly
            acquired business could be delayed pending conversion of patient
            files onto our billing systems and receipt of provider numbers from
            government payors.

      o     A growth strategy that involves significant acquisitions diverts our
            management's attention from existing operations.

      o     Acquisitions may involve significant transaction costs which we may
            not be able to recoup.

      o     We may not be able to integrate newly acquired businesses
            appropriately.

      In addition, we may become subject to litigation and other liabilities
resulting from the conduct of an acquired business prior to their acquisition by
us.


                                       27
<PAGE>

Our growth strategy may include acquisitions. If we fail to implement our
acquisition growth strategy as intended, or incur unknown liabilities for the
past practices of acquired companies, our results of operations could be
adversely affected.

      An element of the growth strategy of our Specialty Infusion business unit
may be expansion through the acquisition of complementary businesses. Our
competitors may acquire or seek to acquire many of the businesses that would
also be suitable acquisition candidates for us. This competition could limit our
ability to grow by acquisition or increase the cost of our acquisitions. There
can be no assurance that we will be able to acquire any complementary businesses
that meet our target criteria on satisfactory terms, or at all.

      We may acquire businesses with significant unknown or contingent
liabilities, including liabilities for failure to comply with health care or
reimbursement laws and regulations. We have policies to conform the practices of
acquired businesses to our standards and applicable laws and generally intend to
seek indemnification from prospective sellers covering these matters. We may,
however, incur material liabilities for past activities of acquired businesses.
For example, shortly after our June 2003 acquisition of certain assets from
Prescription City, Inc., our pharmacy formerly located in Spring Valley, New
York, was served with a search warrant issued by a U.S. Magistrate Judge for the
Southern District of New York relating to a criminal investigation. The
government has informed us that we are not a target of this investigation, but
we anticipate that this investigation will reduce revenues from our oncology
related pharmaceuticals business and could cause us to incur substantial costs
and divert the attention of our management.

      While we generally obtain contractual rights to indemnification from
owners of the businesses we acquire, our ability to realize on any
indemnification claims will depend on many factors, including, among other
things, the availability of assets of the indemnifying parties. These
indemnifying parties are often individuals who may not have the resources to
satisfy an indemnification claim.

We operate in a rapidly changing and consolidating competitive environment. If
we are unable to adapt quickly to these changes, our business and results of
operations could be seriously harmed.

      The specialty infusion industry is experiencing rapid consolidation. We
believe that technological and regulatory changes will continue to attract new
entrants to the market. Industry consolidation among our competitors may
increase their financial resources, enabling them to compete more effectively
based on price and services offered. This could require us either to reduce our
prices or increase our service levels, or risk losing market share. Moreover,
industry consolidation may result in stronger competitors that are better able
to compete. If we are unable to effectively execute our growth strategy, our
ability to compete in a rapidly changing and consolidating specialty pharmacy
industry may be negatively impacted.

The anticipated benefits of combining Curative and CCS may not be realized.

      In April of 2004, we purchased CCS with the expectation that the
combination of both companies will result in various benefits including, among
other things, benefits relating to increased infrastructure of added pharmacies,
increased leverage with a greater number of payor contracts, an essential and
demonstrably cost-effective therapy offering, increased clinical backbone and
expertise, cost savings and operating efficiencies. There can be no assurance
that we will realize any of these benefits or that the acquisition will not
result in the deterioration or loss of significant business of the combined
company. Costs incurred and liabilities assumed in connection with the
acquisition, including pending and/or threatened disputes and litigation, could
have a material adverse effect on the combined company's business, financial
condition and operating results.


                                       28
<PAGE>

Curative may have difficulty and incur substantial costs in integrating CCS.

      Integrating Curative and CCS will be a complex, time-consuming and
expensive process. Before the acquisition, Curative and CCS operated
independently, each with its own business, products, customers, employees,
culture and systems. The combined company may face substantial difficulties,
costs and delays in integrating Curative and CCS. These factors may include:

      o     potential difficulty in leveraging the value of the separate
            technologies of the combined company;

      o     managing patient and payor overlap and potential pricing conflicts;

      o     costs and delays in implementing common systems and procedures;

      o     difficulty integrating differing distribution models;

      o     diversion of management resources from the business of the combined
            company;

      o     potential incompatibility of business cultures and philosophies;

      o     reduction or loss of revenue due to the potential for market
            confusion, hesitation and delay;

      o     retaining and integrating management and other key employees of the
            combined company; and

      o     coordinating infrastructure operations in an effective and efficient
            manner.

      We may seek to combine certain operations and functions using common
information and communication systems, operating procedures, financial controls
and human resource practices. We may be unsuccessful in implementing the
integration of these systems and processes.

      Any one or all of these factors may cause increased operating costs, worse
than anticipated financial performance or the loss of patients and payor
contracts. Many of these factors are also outside our control. The failure to
effectively and efficiently integrate Curative and CCS could have a material
adverse effect on our business, financial condition and operating results.

      In December 2004, we announced that our corporate headquarters and
corporate functions in Hauppauge, New York, will be consolidated into our office
located in Nashua, New Hampshire. The consolidation, which is expected to be
completed within the first six to eight months of 2005, will require recruitment
of qualified personnel in the areas of finance, legal and marketing. There can
be no assurance that we will be able to attract and/or retain qualified
personnel in these areas. The failure to do so could have a material adverse
effect on our business, financial condition and operating results.

We may need additional capital to finance our growth and capital requirements,
which could prevent us from fully pursuing our growth strategy.

      In order to implement our present growth strategy, we may need substantial
capital resources and may incur, from time to time, short- and long-term
indebtedness, the terms of which will depend on market and other conditions. Due
to uncertainties inherent in the capital markets (e.g., availability of capital,
fluctuation of interest rates, etc.), we cannot be certain that existing or
additional financing will be available to us on acceptable terms, if at all.
Even if we are able to obtain additional debt financing, we may incur additional
interest expense, which may decrease our earnings, or we may become subject to
contracts that restrict our operations. As a result, we could be unable to fully
pursue our growth strategy. Further, additional financing may involve the
issuance of equity securities that would dilute the interests of our existing
shareholders and potentially decrease the market price of our common stock.


                                       29
<PAGE>

An impairment of the significant amount of goodwill on our financial statements
could adversely affect our results of operations.

      Our specialty infusion acquisitions resulted in the recording of a
significant amount of goodwill on our financial statements. The goodwill was
recorded because the fair value of the net assets acquired was less than the
purchase price. We may not realize the full value of this goodwill. As such, we
evaluate, at least on an annual basis, whether events and circumstances indicate
that all or some of the carrying value of goodwill is no longer recoverable, in
which case we would write off the unrecoverable goodwill as a charge against our
earnings. Due primarily to changes in the economics of the Specialty Infusion
business unit, including the changes in reimbursement methodology that occurred
in 2004, we recorded a non-cash impairment charge of $134.7 million in goodwill
and $0.1 million in other intangible assets, respectively, in the fourth quarter
of 2004. We will continue to monitor our goodwill and intangibles for impairment
indicators.

      Since our growth strategy will likely involve the acquisition of other
companies, we may record additional goodwill in the future. The possible
write-off of this goodwill could negatively impact our future earnings. We will
also be required to allocate a portion of the purchase price of any acquisition
to the value of any intangible assets that meet the criteria specified in the
Statement of Financial Accounting Standards No. 141, "Business Combinations,"
such as marketing, customer or contract-based intangibles. The amount allocated
to these intangible assets could be amortized over a fairly short period, which
may negatively affect our earnings or the market price of our common stock.

      As of March 31, 2005, we had goodwill of approximately $123.0 million, or
44% of total assets.

We are highly dependent on our relationships with a limited number of
biopharmaceutical and pharmaceutical suppliers, and the loss of any of these
relationships could significantly affect our ability to sustain or grow our
revenues.

      The biopharmaceutical and pharmaceutical industries are susceptible to
product shortages. Some of the products that we distribute, such as factor VIII
blood-clotting products and IVIG, have experienced shortages in the past due to
the inability of suppliers to increase production to meet rising global demand.
Although such shortages have ended, demand continues to grow. We are currently
experiencing allocation restrictions of IVIG products. Suppliers were unable to
increase production to meet rising global demand. For the year ended December
31, 2004, approximately 32%, or $81.3 million, and for the three months ended
March 31, 2005, approximately 19%, or $15.3 million, of our Specialty Infusion
business unit's revenues were derived from our sale of factor VIII. We purchase
the majority of our supplies of blood-clotting products from five suppliers:
Baxter Healthcare Corporation, Bayer Direct, ZLB Behring, Genetics Institute and
Grifols Biologicals, Inc. We believe that these five suppliers represent
substantially all of the production capacity for recombinant factor VIII. In the
event that one of these suppliers is unable to continue to supply us with
products, it is uncertain whether the remaining suppliers would be able to make
up any shortfall resulting from such inability. Our ability to take on
additional customers or to acquire other specialty pharmacy or infusion services
businesses with significant hemophilia customer bases could be affected
negatively in the event we are unable to secure adequate supplies of our
products from these suppliers. In addition, MedImmune, Inc. is the sole source
of Synagis(R), a product used to treat RSV in infants. For the year ended
December 31, 2004, approximately 17%, or $43.7 million, and for the three months
ended March 31, 2005, approximately 31%, or $24.6 million, of our Specialty
Infusion business unit's revenues were derived from our sale of Synagis(R).
MedImmune's failure to provide us with an adequate supply of Synagis(R) product
for any reason could impair our ability to add and service patients. In
particular, RSV occurs primarily during the winter months and thus the demand
for Synagis(R) is greater during this time. A shortage in the supply of
Synagis(R) or our failure to adequately plan for the demand could adversely
affect our financial results. Under our existing arrangements with MedImmune, we
are non-exclusive distributors of Synagis(R) and MedImmune has no obligation to
supply us with a minimum amount of Synagis(R). We have recently been put on
allocation of product for IVIG by our largest supplier of IVIG product. Although
we believe we will have sufficient supply of IVIG to service our existing
customers, we may not be able to increase our market share of providing infusion
services related to IVIG. There can be no assurance as to when the allocation
for IVIG products will terminate. In addition, it is possible that we will
experience price increases for these products. Although we believe the price
increase for these products will be absorbed by our customers, there can be no
assurance that we


                                       30
<PAGE>

will be successful in passing on any such price increase. If these products, or
any of the other drugs or products that we distribute, are in short supply for
long periods of time, our business could be harmed.

Some biopharmaceutical suppliers in the specialty pharmacy industry have chosen
to limit the number of distributors of their products. If we are not selected as
a preferred distributor of one or more of our core products, our business and
results of operations could be seriously harmed.

      We have identified a trend among some of our suppliers toward the
retention of a limited number of preferred distributors to market certain of
their biopharmaceutical products. If this trend continues, we cannot be certain
that we will be selected and retained as a preferred distributor or can remain a
preferred distributor to market these products. Although we believe we can
effectively meet our suppliers' requirements, there can be no assurance that we
will be able to compete effectively with other specialty pharmacy companies to
retain our position as a distributor of each of our core products. Adverse
developments with respect to this trend could have a material adverse effect on
our business and results of operations.

The seasonal nature of a portion of our business may cause significant
fluctuations in our quarterly operating results.

      For the year ended December 31, 2004, approximately 17%, or $43.7 million,
and for the three months ended March 31, 2005, approximately 31%, or $24.6
million, of our Specialty Infusion business unit's revenues were derived from
our sale of Synagis(R). Synagis(R) is used to prevent RSV in infants. As RSV
occurs primarily during the winter months, the major portion of our Synagis(R)
sales may be higher during the first and fourth quarters of the calendar year
which may result in significant fluctuations in our quarterly operating results.

If we fail to cultivate new or maintain established relationships with the
physician referral sources, our revenues may decline.

      Our success, in part, is dependent upon referrals and our ability to
maintain good relations with physician referral sources. Physicians referring
patients to us are not our employees and are free to refer their patients to our
competitors. If we are unable to successfully cultivate new referral sources and
maintain strong relationships with our current referral sources, our revenues
and profits may decline.

If additional providers obtain access to products we handle at more favorable
prices, our business could be harmed.

      Because we do not receive federal grants under the Public Health Service
Act, we are not eligible to participate directly in a federal pricing program
administered by the Federal Health Resources and Services Administration's
Public Health Service, which allows certain entities with such grants, such as
certain hospitals and hemophilia treatment centers, to obtain discounts on
drugs, including certain biopharmaceutical products (e.g., hemophilia-clotting
factor and IVIG) that represented 45% and 32% of our total Company revenues at
December 31, 2004 and for the three months ended March 31, 2005, respectively.
To the best of our knowledge, these entities benefit by being able to acquire,
pursuant to this federal program, products competitive with ours at prices lower
than our cost for the same products. Our customers, where eligible, may elect to
obtain hemophilia-clotting factor, or other products, from such lower-cost
entities, which could result in a reduction of revenue to us.

Recent investigations into reporting of average wholesale prices could reduce
our pricing and margins.

      Many government payors, including Medicare (in 2004) and many state
Medicaid programs, as well as a number of private payors, pay us directly or
indirectly based upon a drug's AWP. In fact, most of our Specialty Infusion
business unit's revenues result from reimbursement methodologies based on the
AWP of our products. The AWP for most drugs is compiled and published by
third-party price reporting services, such as First DataBank, Inc., from
information provided by manufacturers and/or wholesalers. Various federal and
state government agencies have been investigating whether the published AWP of
many drugs, including some that we distribute and sell, is an appropriate or
accurate measure of the market price of the drugs. There are also several
lawsuits pending against


                                       31
<PAGE>

various drug manufacturers in connection with the appropriateness of the
manufacturers' AWP for a particular drug(s). These government investigations and
lawsuits involve allegations that manufacturers reported artificially inflated
AWPs of various drugs to third-party price reporting services, which, in turn,
reported these prices to its subscribers, including many state Medicaid agencies
who then included these AWPs in the state's reimbursement policies.

      Moreover, as discussed above, as a result of MMA, Medicare reimbursement
for many of the products we distribute, including most physician-administered
drugs and biologicals, was lowered to 80-85% of AWP effective January 1, 2004.
Although this 2004 change did not affect Medicare reimbursement for
blood-clotting factor products, which continued to be reimbursed at 95% of AWP
in 2004, effective January 1, 2005, the Medicare reimbursement methodology for
blood-clotting factor products changed from an AWP-based system to a system
based upon ASP (plus, in the case of hemophilia products, 6% plus an additional
administrative fee most recently proposed by Centers for Medicare & Medicaid
Services ("CMS") to be $0.14 per unit), which has lowered Medicare
reimbursement. It is possible that states and/or commercial payors may adopt the
new Medicare reimbursement methodology. While we cannot predict the eventual
results of any law changes, government proposals, investigations or lawsuits, if
government or private payors revise their pricing based on new methods of
calculating AWP for products we supply, or implement reimbursement methodology
based on a value other than AWP, this could have a material adverse effect on
our business, financial condition and results of operations.

A reduction in the demand for our products and services could result in our
reducing the pricing and margins on certain of our products.

      A number of circumstances could reduce demand for our products and
services, including:

      o     customer shifts to treatment regimens other than those we offer;

      o     new treatments or methods of delivery of existing drugs that do not
            require our specialty products and services;

      o     the recall of a drug or adverse reactions caused by a drug;

      o     the expiration or challenge of a drug patent;

      o     competing treatment from a new drug, a new use of an existing drug
            or genetic therapy;

      o     drug companies ceasing to develop, supply and generate demand for
            drugs that are compatible with the services we provide;

      o     drug companies stopping outsourcing the services we provide or
            failing to support existing drugs or develop new drugs;

      o     governmental or private initiatives that would alter how drug
            manufacturers, health care providers or pharmacies promote or sell
            products and services;

      o     the loss of a managed care or other payor relationship covering a
            number of high-revenue customers; or

      o     the cure of a disease we service.


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<PAGE>

Our business involves risks of professional, product and hazardous substance
liability, and any inability to obtain adequate insurance may adversely affect
our business.

      The provision of health services entails an inherent risk of professional
malpractice, regulatory violations and other similar claims. Claims, suits or
complaints relating to health services and products provided by physicians,
pharmacists or nurses in connection with our Specialty Infusion and Wound Care
Management businesses may be asserted against us in the future.

      Our operations involve the handling of bio-hazardous materials. Our
employees, like those of all companies that provide services dealing with human
blood specimens, may be exposed to risks of infection from AIDS, hepatitis and
other blood-borne diseases if appropriate laboratory practices are not followed.
Although we believe that our safety procedures for handling and disposing of
such materials comply with the standards prescribed by state and federal
regulations, we cannot completely eliminate the risk of accidental infection or
injury from these materials. In the event of such an accident, we could be held
liable for any damages that result, and such liability could harm our business.

      Our operations expose us to product and professional liability risks that
are inherent in managing the delivery of wound care services and the provision
and marketing of biopharmaceutical and pharmaceutical products. We currently
maintain professional and product liability insurance coverage of $15.0 million
in the aggregate. Because we cannot predict the nature of future claims that may
be made, there can be no assurance that the coverage limits of our insurance
would be adequate to protect us against any potential claims, including claims
based upon the transmission of infectious diseases, contaminated products,
negligent services or otherwise. In addition, we may not be able to obtain or
maintain professional or product liability insurance in the future on acceptable
terms, if at all, or with adequate coverage against potential liabilities.

We rely on key community-based representatives whose absence or loss could harm
our business.

      The success of our Specialty Infusion business unit depends upon our
ability to retain key employees known as community-based representatives, and
the loss of their services could adversely affect our business and prospects.
Our community-based representatives are our chief contacts and maintain the
primary relationship with our customers, and the loss of a single
community-based representative could result in the loss of a significant number
of customers. We do not have key person insurance on any of our community-based
representatives. In addition, our success depends upon, among other things, the
successful recruitment and retention of qualified personnel, and we may not be
able to retain all of our key management personnel or be successful in
recruiting additional replacements should that become necessary.

Our inability to maintain a number of important contractual relationships could
adversely affect our operations.

      Substantially all of the revenues of our Wound Care Management operations
are derived from management contracts with acute care hospitals. At March 31,
2005, we had 101 management contracts (96 operating and 5 contracted). The
contracts generally have initial terms of three to five years, and many have
automatic renewal terms unless specifically terminated. The contracts often
provide for early termination either by the client hospital if specified
performance criteria are not satisfied, or by us under various other
circumstances. Historically, some contracts have expired without renewal, and
others have been terminated by us or the client hospital for various reasons
prior to their scheduled expiration. During 2004, one contract expired without
renewal, and an additional five contracts were terminated prior to their
scheduled expiration. During the three months ended March 31, 2005, no contracts
expired without renewal, and one contract was terminated prior to its scheduled
expiration. Hospital contracts have been terminated for reasons such as hospital
financial difficulties, Medicare reimbursement changes which reduced hospital
revenues and the desire of the hospital to exit the business or manage it on its
own. Our continued success is subject to, among other things, our ability to
renew or extend existing management contracts and obtain new management
contracts. Any hospital may decide not to continue to do business with us
following expiration of its management contract, or earlier if such management
contract is terminable prior to expiration. In addition, any changes in the
Medicare program or third-party reimbursement levels which generally have the
effect of limiting or reducing


                                       33
<PAGE>

reimbursement levels for health services provided by programs managed by us
could result in the early termination of existing management contracts and could
adversely affect our ability to renew or extend existing management contracts
and to obtain new management contracts. The termination or non-renewal of a
material number of management contracts could harm our business.

      In addition, a portion of the revenues of our Specialty Infusion
operations is derived from contractual relationships with retail pharmacies. Our
success is subject to, among other things, the continuation of these
relationships, and termination of one or more of these relationships could harm
our business.

Our business will suffer if we lose relationships with payors.

      We are partially dependent on reimbursement from non-governmental payors.
Many payors seek to limit the number of providers that supply drugs to their
enrollees. From time to time, payors with whom we have relationships require
that we and our competitors bid to keep their business, and, therefore, due to
the uncertainties involved in any bidding process, we either may not be retained
or may have to reduce our margins to retain business. The loss of a significant
number of payor relationships, or an adverse change in the financial condition
of a significant number of payors, could result in the loss of a significant
number of patients and harm our business.

Changes in reimbursement rates which cause reductions in the revenues of our
operations have adversely affected our Wound Care Management business unit.

      As a result of the Balanced Budget Act of 1997, the CMS implemented the
Outpatient Prospective Payment System ("OPPS") for most hospital outpatient
department services furnished to Medicare patients beginning August 2000. Under
OPPS, a predetermined rate is paid to each hospital for clinical services
rendered, regardless of the hospital's cost. We believe the new payment system
does not provide comparable reimbursement for services previously reimbursed on
a reasonable cost basis, and we believe the payment rates for many services are
insufficient for many of our hospital customers, resulting in revenue and income
shortfalls for the Wound Care Center(R) programs we manage on behalf of the
hospitals. As a result, during 2004 and 2003, we renegotiated and modified many
of our management contracts related to our Wound Care Management business unit,
which has resulted in reduced revenue and income to us from those modified
contracts and, in numerous cases, contract termination. These renegotiations
resulted in reduced revenues of approximately $1.0 million in the year ended
December 31, 2004. In addition, we lost approximately $0.4 million in revenues
in the year ended December 31, 2004 as the result of contract terminations. We
expect that contract renegotiation and modification with many of our hospital
customers will continue, and this could result in further reduced revenues and
income to us from those contracts and even contract terminations. These results
could harm our business.

      The Wound Care Center(R) programs managed by our Wound Care Management
business unit on behalf of acute care hospitals are generally treated as
"provider based entities" for Medicare reimbursement purposes. This designation
is required for the hospital-based program to be covered under the Medicare
outpatient reimbursement system. With OPPS, Medicare published criteria for
determining when programs may be designated "provider based entities." Programs
that existed prior to October 1, 2000 were grandfathered by CMS to be "provider
based entities" until the start of the hospital's next cost-reporting period
beginning on or after July 1, 2003. At that time, the hospital may submit an
attestation to the appropriate CMS Regional Office, attesting that the program
meets all the requirements for provider-based designation. Programs that started
on or after October 1, 2000 can voluntarily apply for provider based designation
status. We timely advised each of our hospital clients of the mandatory
application procedures. Although we believe that the programs we manage
substantially meet the current criteria to be designated "provider based
entities," a widespread denial of such designation could harm our business.


                                       34
<PAGE>

We are subject to pricing pressures and other risks involved with third-party
payors.

      In recent years, competition for patients, efforts by traditional
third-party payors to contain or reduce health care costs, and the increasing
influence of managed care payors, such as health maintenance organizations, have
resulted in reduced rates of reimbursement. Commercial payors, such as managed
care organizations and traditional indemnity insurers, increasingly are
requesting fee structures and other arrangements providing for health care
providers to assume all or a portion of the financial risk of providing care.
Changes in reimbursement policies of governmental third-party payors, including
policies relating to Medicare, Medicaid and other federally funded programs,
could reduce the amounts reimbursed to our customers for our products and, in
turn, the amount these customers would be willing to pay for our products and
services, or could directly reduce the amounts payable to us by such payors. The
lowering of reimbursement rates, increasing medical review of bills for services
and negotiating for reduced contract rates could harm our business. Pricing
pressures by third-party payors may continue, and these trends may adversely
affect our business.

      Also, continued growth in managed care and capitated plans have pressured
health care providers to find ways of becoming more cost competitive. Managed
care organizations have grown substantially in terms of the percentage of the
population they cover and in terms of the portion of the health care economy
they control. Managed care organizations have continued to consolidate to
enhance their ability to influence the delivery of health care services and to
exert pressure to control health care costs. A rapid increase in the percentage
of revenue derived from managed care payors or under capitated arrangements
without a corresponding decrease in our operating costs could harm our business.

There is substantial competition in the specialty pharmacy, home infusion and
wound care services industries, and we may not be able to compete successfully.

      Our Specialty Infusion business unit faces competition from other
specialty infusion, specialty pharmacy, home infusion and disease management
entities, general health care facilities and service providers,
biopharmaceutical companies, pharmaceutical companies as well as other
competitors. Many of these companies have substantially greater capital
resources, marketing staffs and experience in commercializing products and
services than we have, and may be able to obtain better pricing from suppliers
of products we purchase and distribute. The principal competition with our Wound
Care Management business unit consists of specialty clinics that have been
established by some hospitals or physicians. Additionally, there are some
private companies which provide wound care services through a hyperbaric oxygen
therapy program format. Furthermore, recently developed technologies, or
technologies that may be developed in the future, are or may be the basis for
products which compete with our specialty infusion business or chronic wound
care services. We may not be able to enter into co-marketing arrangements with
respect to these products or maintain pricing arrangements with suppliers that
preserve margins, and we may not be able to compete effectively against such
companies in the future.

If we are unable to effectively adapt to changes in the health care industry,
our business will be harmed.

      Political, economic and regulatory influences are subjecting the health
care industry in the United States to fundamental change. We anticipate that
Congress and state legislatures may continue to review and assess alternative
health care delivery and payment systems and may in the future propose and adopt
legislation effecting fundamental changes in the health care delivery system as
well as changes to Medicare's coverage and payments of the drugs and services we
provide.

      As discussed above, in December 2003, MMA was signed into law,
substantially changing the Medicare reimbursement system insofar as it pertains
to biopharmaceuticals and drugs, as well as enacting various other changes to
the Medicare program. It is possible that MMA, as well as any future legislation
enacted by Congress or state legislatures, could harm our business or could
change the operating environment of our targeted customers (including hospitals
and managed care organizations). Health care industry participants may react to
such legislation by curtailing or deferring expenditures and initiatives,
including those relating to our programs and services. It is possible that the
changes to the Medicare program reimbursement may serve as precedent to possible
changes in other payors' reimbursement policies in a manner adverse to us. In
addition, MMA and its related regulatory changes could


                                       35
<PAGE>

encourage integration or reorganization of the health care delivery system in a
manner that could materially and adversely affect our ability to compete or to
continue our operations without substantial changes.

Our industry is subject to extensive government regulation, and non-compliance
by us, our suppliers, our customers or our referral sources could harm our
business.

      The marketing, labeling, dispensing, storing, provision, selling, pricing
and purchasing of drugs, health supplies and health services, including the
biopharmaceutical products we provide, are extensively regulated by federal and
state governments, and if we fail or are accused of failing to comply with laws
and regulations, our business could be harmed. Our business could also be harmed
if the suppliers, customers or referral sources we work with are accused of
violating laws or regulations. The applicable regulatory framework is complex,
and the laws are very broad in scope. Many of these laws remain open to
interpretation and have not been addressed by substantive court decisions. The
federal government or states in which we operate could, in the future, enact
more restrictive legislation or interpret existing laws and regulations in a
manner that could limit the manner in which we can operate our business and have
a negative impact on our business.

There are a number of state and federal laws and regulations that apply to our
operations which could harm our business.

      A number of state and federal laws and regulations apply to, and could
harm, our business. These laws and regulations include, among other things, the
following:

      o     The federal "anti-kickback law" prohibits the offering or
            solicitation of remuneration in return for the referral of patients
            covered by almost all governmental programs, or the arrangement or
            recommendation of the purchase of any item, facility or service
            covered by those programs. The Health Insurance Portability and
            Accountability Act of 1996, or HIPAA, created new violations for
            fraudulent activity applicable to both public and private health
            care benefit programs and prohibits inducements to Medicare or
            Medicaid eligible patients to influence their decision to seek
            specific items and services reimbursed by the government or to
            choose a particular provider. The potential sanctions for violations
            of these laws include significant fines, exclusion from
            participation in Medicare and Medicaid and criminal sanctions.
            Although some "safe harbor" regulations attempt to clarify when an
            arrangement may not violate the anti-kickback law, our business
            arrangements and the services we provide may not fit within these
            safe harbors. Failure to satisfy a safe harbor requires further
            analysis of whether the parties violated the anti-kickback law. In
            addition to the anti-kickback law, many states have adopted similar
            kickback and/or fee-splitting laws, which can affect the financial
            relationships we may have with our customers, physicians, vendors,
            other retail pharmacies and patients. The finding of a violation of
            the federal laws or one of these state laws could harm our business.

      o     The Department of Health and Human Services has issued final
            regulations implementing the Administrative Simplification
            Provisions of HIPAA concerning the maintenance, transmission, and
            security of individually identifiable health information. The
            privacy regulations, with which compliance was required as of April
            2003, impose on covered entities (including hospitals, pharmacies
            and other health care providers) significant new restrictions on the
            use and disclosure of individually identifiable health information.
            The security regulations, with which compliance was required as of
            April 2005, impose on covered entities certain administrative,
            technical, and physical safeguard requirements with respect to
            individually identifiable health information maintained or
            transmitted electronically. The regulations establishing electronic
            transaction standards that all health care providers must use when
            electronically submitting or receiving individually identifiable
            health information in connection with certain health care
            transactions became effective October 2002, but Congress extended
            the compliance deadline until October 2003 for organizations, such
            as ours, that submitted a request for an extension. As a result of
            these HIPAA regulations, we have taken the appropriate actions to
            ensure that patient data kept on our computer networks are in
            compliance with these regulations. We believe that we are now
            substantially in compliance with the HIPAA electronic standards and
            are capable of delivering HIPAA


                                       36
<PAGE>

            standard transactions electronically. In addition, if we choose to
            distribute drugs through new distribution channels, such as the
            Internet, we will have to comply with government regulations that
            apply to those distribution channels, which could harm our business.
            In addition to HIPAA, a number of states have adopted laws and/or
            regulations applicable to the use and disclosure of patient health
            information that are more stringent than comparable provisions under
            HIPAA. The finding of a violation of HIPAA or one of these state
            laws could harm our business.

      o     The Ethics in Patient Referrals Act of 1989, as amended, commonly
            referred to as the "Stark Law," prohibits physician referrals to
            entities with which the physician or his or her immediate family
            members have a "financial relationship" and prohibits the entity
            receiving the referral from presenting a claim to Medicare or
            Medicaid programs for services furnished under the referral. On
            March 26, 2004, the CMS issued the second phase of its final
            regulations, addressing physician self-referrals, which became
            effective July 24, 2004. A violation of the Stark Law is punishable
            by civil sanctions, including significant fines, a denial of payment
            or a requirement to refund certain amounts collected, and exclusion
            from participation in Medicare and Medicaid. A number of states have
            adopted laws and/or regulations that contain provisions that track,
            or are otherwise similar to, the Stark Law. The finding of a
            violation of the Stark Law or one or more of these state laws could
            harm our business.

      o     State laws prohibit the practice of medicine, pharmacy and nursing
            without a license. To the extent that we assist patients and
            providers with prescribed treatment programs, a state could consider
            our activities to constitute the practice of medicine. Our nurses
            must obtain state licenses to provide nursing services to some of
            our patients. In addition, in some states, coordination of nursing
            services for patients could necessitate licensure as a home health
            agency and/or could necessitate the need to use licensed nurses to
            provide certain patient-directed services. If we are found to have
            violated those laws, we could face civil and criminal penalties and
            be required to reduce, restructure or even cease our business in
            that state.

      o     Pharmacies (retail, mail-order and wholesale) as well as pharmacists
            often must obtain state licenses to operate and dispense drugs.
            Pharmacies must also obtain licenses in some states in order to
            operate and provide goods and services to residents of those states.
            In addition, our pharmacies may be required by the federal Drug
            Enforcement Agency, as well as by similar state agencies, to obtain
            registration to handle controlled substances, including certain
            prescription drugs, and to follow specified labeling and
            recordkeeping requirements for such substances. If we are unable to
            maintain our pharmacy licenses, or if states place burdensome
            restrictions or limitations on non-resident pharmacies, this could
            limit or otherwise affect our ability to operate in some states,
            which could harm our business.

      o     Federal and state investigations and enforcement actions continue to
            focus on the health care industry, scrutinizing a wide range of
            items such as joint venture arrangements, referral and billing
            practices, product discount arrangements, home health care services,
            dissemination of confidential patient information, promotion of
            off-label drug indications use, clinical drug research trials and
            gifts for patients or referral sources. From time to time, and like
            others in the health care industry, we receive requests for
            information from government agencies in connection with their
            regulatory or investigative authority.

      o     We are subject to federal and state laws prohibiting entities and
            individuals from knowingly and willfully making claims to Medicare
            and Medicaid and other governmental programs and third-party payors
            that contain false or fraudulent information. The federal False
            Claims Act encourages private individuals to file suits on behalf of
            the government against health care providers such as us. As such
            suits are generally filed under seal with a court to allow the
            government adequate time to investigate and determine whether it
            will intervene in the action, the implicated health care providers
            are often unaware of the suit until the government has made its
            determination and the seal is lifted. Violations or alleged
            violations of such laws, and any related lawsuits, could result in
            significant financial or criminal sanctions (including treble
            damages) or exclusion from participation in the Medicare and
            Medicaid programs. Some states also have enacted statutes similar to
            the False Claims Act which may provide for large penalties,
            substantial fines and treble damages if violated.


                                       37
<PAGE>

There is a delay between our performance of services and our reimbursement.

      Billing and collection for our services is a complex process requiring
constant attention and involvement by senior management and ongoing enhancements
to information systems and billing center operating procedures.

      The health care industry is characterized by delays that typically range
from three to nine months between when services are provided and when the
reimbursement or payment for these services is received. This makes working
capital management, including prompt and diligent billing and collection, an
important factor in our results of operations and liquidity. Trends in the
industry may further extend the collection period and impact our working
capital.

      We are paid for our services by various payors, including patients,
insurance companies, Medicare, Medicaid and others, each with distinct billing
requirements. We recognize revenue when we provide services to patients.
However, our ability to collect these receivables depends, in part, on our
submissions to payors of accurate and complete documentation. In order for us to
bill and receive payment for our services, the physician and the patient must
provide appropriate billing information. Following up on incorrect or missing
information generally slows down the billing process and the collection of
accounts receivable. Failure to meet the billing requirements of the different
payors could have a significant impact on our revenues, profitability and cash
flow.

      Further, even if our billing procedures comply with all third party-payor
requirements, some of our payors may experience financial difficulties or may
otherwise not pay accounts receivable when due, which could result in increased
write-offs or provisions for doubtful accounts. There can be no assurance that
we will be able to maintain our current levels of collectibility or that
third-party payors will not experience financial difficulties. If we are unable
to collect our accounts receivable on a timely basis, our revenues,
profitability and cash flow could be adversely affected.

We rely heavily on a limited number of shipping providers, and our business
could be harmed if their rates are increased or our providers are unavailable.

      A significant portion of our revenues result from the sale of drugs we
deliver to our patients, and a significant amount of our products are delivered
by overnight mail or courier or through our retail pharmacies. The costs
incurred in shipping are not passed on to our customers and, therefore, changes
in these costs directly impact our margins. We depend heavily on these
outsourced shipping services for efficient, cost-effective delivery of our
products. The risks associated with this dependence include: any significant
increase in shipping rates; strikes or other service interruptions by these
carriers; and spoilage of high-cost drugs during shipment since our drugs often
require special handling, such as refrigeration.

If we do not maintain effective and efficient information systems, our
operations may be adversely affected.

      Our operations depend, in part, on the continued and uninterrupted
performance of our information systems. Failure to maintain reliable information
systems or disruptions in our information systems could cause disruptions in our
business operations, including billing and collections, loss of existing
patients and difficulty in attracting new patients, patient and payor disputes,
regulatory problems, increases in administrative expenses or other adverse
consequences, any or all of which could have a material adverse effect on our
operations.


                                       38
<PAGE>

Risks Related to our Outstanding Debt and Equity Securities

The Notes are unsecured.

      The Notes are not secured by any of our or our subsidiaries' assets. The
indenture governing the Notes permits us and our subsidiaries to incur secured
indebtedness, including pursuant to our revolving credit facility, purchase
money instruments and other forms of secured indebtedness. As a result, the
Notes and the guarantees will be effectively subordinated to all of our and the
guarantors' secured obligations to the extent of the value of the assets
securing such obligations. As of March 31, 2005, we had approximately $21.5
million of secured indebtedness.

      If we or the subsidiary guarantors were to become insolvent or otherwise
fail to make payment on the Notes or the guarantees, holder of any of our and
the subsidiary guarantors' secured obligations would be paid first and would
receive payments from the assets securing such obligations before the holders of
the Notes would receive any payments. The holders of the Notes may, therefore,
not be fully repaid if we or the subsidiary guarantors become insolvent or
otherwise fail to make payment on the Notes.

We may not be able to satisfy our obligations to holders of the Notes upon a
change of control.

      Upon the occurrence of a "change of control," as defined in the indenture,
each holder of the Notes will have the right to require us to purchase its Notes
at a price equal to 101% of the principal amount, together with any accrued and
unpaid interest. Our failure to purchase, or give notice of purchase of, such
Notes would be a default under the indenture, which would, in turn, be a default
under our revolving credit facility. In addition, a change of control may
constitute an event of default under our revolving credit facility. A default
under our revolving credit facility would result in an event of default under
the indenture if the lenders accelerate the debt under our revolving credit
facility.

      If a change of control occurs, we may not have enough assets to satisfy
all obligations under our revolving credit facility and the indenture related to
the Notes. Upon the occurrence of a change of control, we could seek to
refinance the indebtedness under our revolving credit facility and the Notes or
obtain a waiver from the lenders or holders of the Notes. There can be no
assurance, however, that we would be able to obtain a waiver or refinance our
indebtedness on commercially reasonable terms, if at all.

There is no established trading market for the Notes, and holders of these Notes
may not be able to sell them quickly or at the price that they paid.

      The Notes are a new issue of securities, and there is no established
trading market for the Notes. We do not intend to apply for the Notes to be
listed on any securities exchange or to arrange for quotation on any automated
dealer quotation systems. The initial purchaser has advised us that it intends
to make a market in the Notes, but the initial purchaser is not obligated to do
so. The initial purchaser may discontinue any market making in the Notes at any
time, in its sole discretion. As a result, there can be no assurance as to the
liquidity of any trading market for the Notes.

      There also can be no assurance that holders of the Notes will be able to
sell such Notes at a particular time or that the prices that holders of such
Notes will receive when these Notes are sold will be favorable. Further, there
can be no assurance as to the level of liquidity of the trading market for these
Notes. Future trading prices of the outstanding Notes will depend on many
factors, including:

      o     our operating performance and financial condition;

      o     the interest of securities dealers in making a market; and

      o     the market for similar securities.


                                       39
<PAGE>

      Historically, the market for non-investment grade debt has been subject to
disruptions that have caused volatility in prices. It is possible that the
market for the Notes will be subject to disruptions. Any disruptions may have a
negative effect on noteholders, regardless of our prospects and financial
performance.

Any guarantees of the Notes by our subsidiaries may be voidable, subordinated or
limited in scope under laws governing fraudulent transfers and insolvency.

      Under federal and foreign bankruptcy laws and comparable provisions of
state and foreign fraudulent transfer laws, a guarantee of the Notes by a
guarantor could be voided if, among other things, at the time the guarantor
issued its guarantee, such guarantor:

      o     intended to hinder, delay or defraud any present or future creditor;
            or

      o     received less than reasonably equivalent value or fair consideration
            for the incurrence of such indebtedness and:

            o     was insolvent or rendered insolvent by reason of such
                  incurrence;

            o     was engaged in a business or transaction for which such
                  guarantor's remaining assets constituted unreasonably small
                  capital; or

            o     intended to incur, or believed that it would incur, debts
                  beyond its ability to pay such debts as they mature.

      The measures of insolvency for purposes of the foregoing considerations
will vary depending upon the law applied in any proceeding with respect to the
foregoing. Generally, however, a guarantor in the United States would be
considered insolvent if:

      o     the sum of its debts, including contingent liabilities, was greater
            than the saleable value of all of its assets;

      o     the present fair saleable value of its assets was less than the
            amount that would be required to pay its probable liabilities on its
            existing debts, including contingent liabilities, as they become
            absolute and mature; or

      o     it could not pay its debts as they become due.

Possible volatility of stock price in the public market.

      The market price of our common stock has experienced, and may continue to
experience, substantial volatility. Over the past eight quarters ended March 31,
2005, the market price of our common stock ranged from a low of $2.82 in the
first quarter of 2005 to a high of $19.27 in the second quarter of 2003. Many
factors have influenced the common stock price in the past, including
fluctuations in our earnings and changes in our financial position, management
changes, low trading volume, and negative publicity and uncertainty resulting
from the legal actions brought against us. In addition, the securities markets
have, from time to time, experienced significant broad price and volume
fluctuations that may be unrelated to the operating performance of particular
companies. All of these factors could adversely affect the market price of our
common stock. Our listing on Nasdaq is dependent on maintaining certain
criteria, including with respect to a minimum bid price and minimum value of
publicly held shares, and certain other factors. Changes in our stock price and
other variations in market factors may cause us not to comply with such
requirements and, in any such event, trading of our common stock on the Nasdaq
National Market System could be terminated.


                                       40
<PAGE>

Provisions of our articles of incorporation and Minnesota law may make it more
difficult for a person to receive a change-in-control premium.

      Our Board's ability to designate and issue up to 10 million shares of
preferred stock and issue up to 50 million shares of common stock could
adversely affect the voting power of the holders of common stock, and could have
the effect of making it more difficult for a person to acquire, or could
discourage a person from seeking to acquire, control of the Company. If this
occurred, a person could lose the opportunity to receive a premium on the sale
of his or her shares in a change of control transaction.

      In addition, the Minnesota Business Corporation Act contains provisions
that would have the effect of restricting, delaying or preventing altogether
certain business combinations with any person who becomes an interested
stockholder. Interested stockholders include, among others, any person who,
together with affiliates and associates, acquires 10% or more of a corporation's
voting stock in a transaction which is not approved by a duly constituted
committee of the Board of the corporation. These provisions could also limit a
person's ability to receive a premium in a change of control transaction.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

      The Company currently does not have market risk sensitive instruments
entered into for trading purposes and does not have operations subject to risks
of material foreign currency fluctuations. The Company places its investments in
instruments that meet high credit quality standards, as specified in the
Company's investment policy guidelines, and does not expect any material loss
with respect to its investment portfolio. The Company does not enter into
derivative instruments other than for cash flow hedging purposes and does not
speculate using derivative instruments.

      For non-trading purposes, the Company is subject to interest rate risk
under its current revolving credit facility and an interest rate swap on a
portion of its fixed rate debt. In conjunction with the acquisition of CCS on
April 23, 2004, the Company restructured its previous credit facility with GE
Capital to provide for a $40.0 million senior secured revolving credit facility.
Loans under this credit facility may, at the Company's option, be obtained as
Base Rate loans, LIBOR loans or any combination thereof. This credit facility
will terminate on April 23, 2009. Also on April 23, 2004 and in conjunction with
its issuance of $185.0 million senior subordinated notes, the Company entered
into a $90.0 million notional amount interest rate swap on a portion of its
fixed rate debt. This swap agreement is used by the Company to reduce interest
expense and modify exposure to interest rate risk by converting a portion of its
fixed rate debt to a floating rate liability. Under the swap agreement, the
Company receives, on the portion of the senior subordinated notes hedged, 10.75%
fixed rate amounts in exchange for floating interest rate (the 6-month LIBOR
rate plus a premium) payments over the life of the agreement without an exchange
of the underlying principal amount. The swap matures on May 2, 2011. Due to
hedge ineffectiveness, measured by comparing the change in the fair value of
debt caused only by changes in the LIBOR yield curve to the change in the value
of the swap, changes in fair value of the swap are recognized in earnings, and
the carrying value of the Company's debt is not marked to fair value. The
Company is exposed to credit risk in the event of non-performance by the
counterparties. However, the Company believes the risk of non-performance is
low.

      The table below provides information about the Company's derivative
financial instruments and other financial instruments that are sensitive to
changes in interest rates, including the Company's interest rate swap and debt
obligations. For debt obligations, the table presents principal amounts
outstanding and related weighted average interest rates at March 31, 2005 and
for each of the next five years and thereafter. For the Company's interest rate
swap, the table presents the notional amount and average interest rate over the
outstanding period. The following table provides information about the Company's
financial instruments (dollars in millions):


                                       41
<PAGE>

Item 3. Quantitative and Qualitative Disclosures About Market Risk (continued)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Outstanding Balances
                                     March 31, 2005                                     December 31,
------------------------------------------------------------------------------------------------------------------------------------
                                                Fair                                                                          There-
                                   Balance      Value         2005        2006         2007         2008         2009         after
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>         <C>          <C>          <C>          <C>          <C>          <C>          <C>
Liability:
Long-term debt (Senior Notes)
     Fixed rate ($US)(1)           $185.0      $185.0       $185.0       $185.0       $185.0       $185.0       $185.0       $185.0
     Average interest rate(1)       10.75%      10.75%       10.75%       10.75%       10.75%       10.75%       10.75%       10.75%
------------------------------------------------------------------------------------------------------------------------------------
Long-term debt (Revolver)
     Variable rate ($US)(2)        $ 21.5      $ 21.5       $ 21.5       $ 21.5       $ 21.5       $ 21.5
     Average interest rate(2)        6.90%       6.90%        7.73%        8.17%        8.24%        8.42%      $   --       $   --
------------------------------------------------------------------------------------------------------------------------------------
Convertible note used in
  purchase of Apex                 $  2.0      $  2.0       $  1.3       $  0.4
     Average interest rate(3)         4.4%        4.4%         4.4%         4.4%      $   --       $   --       $   --       $   --
------------------------------------------------------------------------------------------------------------------------------------
Convertible note used in
  purchase of Home Care            $  3.0      $  3.0
     Average interest rate(3)         3.0%        3.0%      $   --       $   --       $   --       $   --       $   --       $   --
------------------------------------------------------------------------------------------------------------------------------------
Note payable used in purchase
  of Prescription City             $  1.0      $  1.0
     Average interest rate(3)         4.0%        4.0%      $   --       $   --       $   --       $   --       $   --       $   --
------------------------------------------------------------------------------------------------------------------------------------
Department of Justice
  obligation                       $  1.5      $  1.5
     Average interest rate(3)         6.0%        6.0%      $   --       $   --       $   --       $   --       $   --       $   --
------------------------------------------------------------------------------------------------------------------------------------
Interest Rate Derivative:
Notional amount ($US)              $ 90.0                   $ 90.0       $ 90.0       $ 90.0       $ 90.0       $ 90.0       $ 90.0
     Average pay rate(4)             9.77%                   10.59%       11.03%       11.10%       11.28%       11.39%       11.50%
     Average receivable rate(4)     10.75%                   10.75%       10.75%       10.75%       10.75%       10.75%       10.75%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   The Senior Notes mature in May of 2011 and bear interest at a fixed rate
      of 10.75%.

(2)   The average interest rates are based on the LIBOR forward yield curves at
      March 31, 2005 plus the applicable 3.5% premium. The senior secured
      revolving credit facility terminates on April 23, 2009. The LIBOR interest
      rate in effect at March 31, 2005 was the 30-day LIBOR rate of 3.4% plus
      3.5%. On a monthly basis, a Base Rate of prime plus 2.25% is applied to
      the difference between the LIBOR period loan and the actual outstanding
      balance of the revolving facility. As of March 31, 2005, the prime rate in
      effect was 5.75%. In addition to the LIBOR and Base Rate interest rate,
      there is a monthly unused line fee of between 0.5% and 0.75% of the unused
      balance on the facility.

(3)   Average interest rates are contractual amounts.

(4)   The average pay rates are based on the LIBOR forward yield curves at March
      31, 2005 plus the applicable 6.375% premium. The average receivable rate
      is based on a fixed rate of 10.75%.


                                       42
<PAGE>

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

      Under the supervision and with the participation of the Company's
management, including its Chief Executive Officer ("CEO") and Chief Financial
Officer ("CFO"), the Company evaluated the effectiveness of the design and
operation of the Company's disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the
"Exchange")). Based upon that evaluation, the CEO and CFO concluded that, as of
the end of the period covered by this report, the Company's disclosure controls
and procedures were effective.

      Any system of controls, however well designed and operated, can provide
only reasonable, and not absolute, assurance that the objectives of the system
will be met. In addition, the design of any control system is based, in part,
upon certain assumptions about the likelihood of future events. Because of these
and other inherent limitations of control systems, there is only reasonable
assurance that the Company's controls will succeed in achieving their goals
under all potential future conditions.

Changes in Internal Controls

      During the period covered by this report, there has been no change in the
Company's internal control over financial reporting (as defined in Rule 13
a-15(f) under the Exchange Act) that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.

      Management's evaluation of the effectiveness of its internal control over
financial reporting was not inclusive of the Critical Care Systems, Inc.
acquisition, which is included in the 2004 consolidated financial statements of
the Company and constituted approximately 15% of total assets as of December 31,
2004 and approximately 29% and 10% of revenues and net loss, respectively, for
the year then ended.


                                       43
<PAGE>

Curative Health Services, Inc. and Subsidiaries

Part II Other Information

Item 1. Legal Proceeding

      In the normal course of our business, we are involved in lawsuits, claims,
audits and investigations, including any arising out of services or products
provided by or to our operations, personal injury claims and employment
disputes, the outcome of which, in the opinion of management, will not have a
material adverse effect on our financial position, cash flows or results of
operations.

Prescription City Litigation

      As previously disclosed, a search warrant issued by a U.S. Magistrate
Judge, Southern District of New York, relating to a criminal investigation was
executed on November 4, 2003 at our Prescription City pharmacy, formerly located
in Spring Valley, New York. The Government has informed us that we are not a
target of the investigation. Apex Therapeutic Care, Inc. ("Apex"), a
wholly-owned subsidiary of the Company, was served with the search warrant on
Tuesday, November 4, 2003 while it was conducting its own compliance review at
the Spring Valley pharmacy. We have cooperated fully with the U.S. Attorney's
Office in its investigation. Based on information known as of November 5, 2003,
the employment of Paul Frank, the former principal shareholder of Prescription
City, was terminated. Apex also hired outside counsel in connection with this
investigation. Certain assets of Prescription City were purchased by Apex in
June 2003. The purchase was structured as an asset purchase with Apex being
provided indemnifications, representations and warranties by the sellers. Apex
has filed a complaint in the United States District Court, Southern District of
New York against Paul Frank and Prescription City, seeking rescission,
compensatory and punitive damages and other relief. The defendants filed a
motion to join Curative as a plaintiff and to have the case dismissed for lack
of diversity, and the Court denied such motion. The defendants filed a motion to
have such decision reconsidered, and the Court also denied that motion. The
defendants had also filed a third-party complaint for declaratory relief and a
breach of contract relating to a promissory note delivered by Apex (and issued
by Curative) to the sellers as part of the obligations of Apex in connection
with the acquisition, and such complaint has been dismissed by the Court. In
addition, Paul Frank has recently pled guilty in Manhattan Federal District
Court to a felony health care fraud charge. Apex intends to pursue its claims
against Prescription City and Paul Frank vigorously. Such litigation is pending,
and the outcome is uncertain at this time.


                                       44
<PAGE>

Item 6. Exhibits

      2.1   Plan of Merger, dated as of August 15, 2003, by and among Curative
            Health Services, Inc., Curative Holding Co., and Curative Health
            Services Co. (incorporated by reference to Exhibit 2.1 to the
            Company's Current Report on Form 8-K, filed August 19, 2003, of
            Curative Health Services, Inc., the predecessor company)

      2.2   Stock Purchase Agreement relating to Critical Care Systems, Inc., by
            and among Curative Health Services, Inc., Critical Care Systems,
            Inc. and each of the persons listed therein, dated February 24, 2004
            (incorporated by reference to Exhibit 2.1 to the Company's Current
            Report on Form 8-K, filed April 30, 2004)

      2.3   Letter Agreement supplementing the Stock Purchase Agreement, dated
            April 23, 2004, by and between Curative Health Services, Inc. and
            Christopher J. York, as Seller's Representative (incorporated by
            reference to Exhibit 2.2 to the Company's Current Report on Form
            8-K, filed April 30, 2004)

      3.1   Amended and Restated Articles of Incorporation of Curative Health
            Services, Inc. (incorporated by reference to Exhibit 3.1 to the
            Company's Current Report on Form 8-K, filed August 19, 2003)

      3.2   By-Laws of Curative Health Services, Inc. (incorporated by reference
            to Exhibit 3.2 to the Company's Current Report on Form 8-K, filed
            August 19, 2003)

      4.1   Rights Agreement, dated as of October 25, 1995, between Curative
            Technologies, Inc. and Wells Fargo Bank Minnesota, National
            Association, as Rights Agent (incorporated by reference to Exhibit 4
            of the Company's Current Report on Form 8-K, dated November 6, 1995)

      4.2   Indenture, dated April 23, 2004, by and among Curative Health
            Services, Inc., certain of its subsidiaries as Guarantors and Wells
            Fargo Bank, N.A., as Trustee (incorporated by reference to Exhibit
            4.1 to the Company's Current Report on Form 8-K, filed April 30,
            2004)

      4.3   Registration Rights Agreement, dated April 23, 2004, by and among
            Curative Health Services, Inc., certain of its subsidiaries as
            Guarantors and UBS Securities LLC (incorporated by reference to
            Exhibit 4.2 to the Company's Current Report on Form 8-K, filed April
            30, 2004)

      4.4   Specimen of 144A Notes (incorporated by reference to Exhibit 4.3 to
            the Company's Current Report on Form 8-K, filed April 30, 2004)

      4.5   Specimen of Regulation S Notes (incorporated by reference to Exhibit
            4.4 to the Company's Current Report on Form 8-K, filed April 30,
            2004)

      4.6   Specimen of Guarantees (incorporated by reference to Exhibit 4.5 to
            the Company's Current Report on Form 8-K, filed April 30, 2004)

      4.7   Specimen of Registered Notes (incorporated by reference to Exhibit
            4.6 to the Company's Quarterly Report on Form 10-Q, filed November
            9, 2004)

      31.1  Certification of the Chief Executive Officer pursuant to Rule
            13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002

      31.2  Certification of the Chief Financial Officer pursuant to Rule
            13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002

      32.1  Certification of the Chief Executive Officer, pursuant to 18 U.S.C.
            Section 1350, as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002

      32.2  Certification of the Chief Financial Officer, pursuant to 18 U.S.C.
            Section 1350, as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002

      The Company has excluded from the exhibits filed with this report
instruments defining the rights of holders of long-term convertible debt of the
Company where the total amount of the securities authorized under such
instruments does not exceed 10% of its total assets. The Company hereby agrees
to furnish a copy of any of these instruments to the SEC upon request.


                                       45
<PAGE>

SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: May 10, 2005

                                         CURATIVE HEALTH SERVICES, INC.
                                         (Registrant)


                                         By: /s/ Paul F. McConnell
                                             -----------------------------------
                                                 Paul F. McConnell
                                                 Chief Executive Officer
                                                 (Principal Executive Officer)


                                         By: /s/ Thomas Axmacher
                                             -----------------------------------
                                                 Thomas Axmacher
                                                 Chief Financial Officer
                                                 (Principal Executive Officer)


                                       46