Exhibit 10.6

                                WAIVER AGREEMENT

      THIS WAIVER AGREEMENT (this "Agreement"), dated as of October 14, 2005, is
entered into among  CURATIVE  HEALTH  SERVICES,  INC.,  a Minnesota  corporation
formerly  known as Curative  Holding Co.  ("Holdings"),  EBIOCARE.COM,  INC.,  a
Delaware  corporation   ("eBioCare"),   HEMOPHILIA  ACCESS,  INC.,  a  Tennessee
corporation  ("Hemophilia  Access"),  APEX THERAPEUTIC  CARE, INC., a California
corporation  ("Apex"),  CHS  SERVICES,  INC.,  a Delaware  corporation  ("CHS"),
CURATIVE HEALTH SERVICES OF NEW YORK,  INC., a New York  corporation  ("CHSNY"),
OPTIMAL  CARE PLUS,  INC., a Delaware  corporation  ("Optimal  Care"),  INFINITY
INFUSION,  LLC, a Delaware  limited  liability  company  ("Infinity"),  INFINITY
INFUSION II, LLC, a Delaware limited liability company ("Infinity II"), INFINITY
INFUSION CARE, LTD., a Texas limited partnership ("Infinity Infusion"), MEDCARE,
INC., a Delaware corporation  ("Medcare"),  CURATIVE PHARMACY SERVICES,  INC., a
Delaware  corporation  ("CPS"),   CURATIVE  HEALTH  SERVICES  CO.,  a  Minnesota
corporation formerly known as Curative Health Services, Inc. ("CHSC"),  CRITICAL
CARE  SYSTEMS,  INC.,  a  Delaware  corporation  ("CCS")  (Holdings,   eBioCare,
Hemophilia  Access,  Apex,  CHS,  CHSNY,  Optimal Care,  Infinity,  Infinity II,
Infinity  Infusion,  Medcare,  CPS,  CHSC  and  CCS are  sometimes  collectively
referred  to  herein  as the  "Borrowers"  and  individually  as a  "Borrower"),
CURATIVE HEALTH SERVICES III CO., a Minnesota corporation,  and GENERAL ELECTRIC
CAPITAL CORPORATION, a Delaware corporation ("GE Capital"), as Agent and Lender.

                              W I T N E S S E T H:

      WHEREAS,  the Borrowers and GE Capital are parties to that certain Amended
and Restated  Credit  Agreement,  dated April 23,  2004,  as amended by (i) that
certain First Amendment to Amended and Restated Credit  Agreement and Collateral
Documents dated as of May 3, 2004, (ii) that certain Second Amendment to Amended
and Restated  Credit  Agreement  dated as of June 30,  2004,  (iii) that certain
Third Amendment to Amended and Restated Credit Agreement dated as of October 20,
2004 and (iv) that  certain  Fourth  Amendment  to Amended and  Restated  Credit
Agreement dated as of December 31, 2004 (as so amended,  the "Credit Agreement";
capitalized terms used but not defined in this Agreement have the meanings given
in the Credit  Agreement),  whereby the Lenders have made  available a revolving
credit facility and other financial accommodations to the Borrowers,  subject to
the terms and conditions contained in the Credit Agreement;

      WHEREAS,  Holdings has  notified GE Capital that due to a dispute  between
the selling  stockholders  and Holdings  relating to the previously  consummated
Apex  acquisition  and the related Stock Purchase  Agreement,  dated January 27,
2002 (such agreement referred to herein as the "Apex Acquisition Agreement"), by
and among Holdings and the  stockholders  of Apex  Therapeutic  Care,  Inc., (i)
Holdings has withheld  payment of the  September  30, 2005  scheduled  principal
payment (such payment  referred to herein as the "September  Apex Note Principal
Payment")  under that  certain 4.4%  Amended and  Restated  Promissory  Note due
February  28,

<PAGE>

2007  issued  by  Holdings  in  favor of Jon M.  Tamiyasu,  in his  capacity  as
Stockholder  Representative,  in  an  aggregate  original  principal  amount  of
$3,700,000  (such  promissory  note referred to herein as the "Apex Note"),  and
(ii) Holdings may also withhold future required  payments of principal under the
Apex Note,  including any payments of principal of the Apex Note  resulting from
any  acceleration  of the maturity  date of the Apex Note,  (all such  principal
payments,  together with the September Apex Note Principal  Payment  referred to
herein collectively as the "Apex Note Principal Payments"), pending satisfactory
resolution of said dispute;

      WHEREAS,  the Borrowers  have  requested  that Agent and Lenders waive any
Default or Event of Default that has occurred or may occur under Section  8.1(e)
or (f) of the  Credit  Agreement,  in each case  solely  due to the  failure  by
Holdings  or any  other  Credit  Party to timely  make any Apex  Note  Principal
Payments and, subject to the terms and conditions hereof,  Agent and Lenders are
willing to waive any such Defaults and Events of Defaults.

      NOW,  THEREFORE,  in  consideration  of  the  foregoing,   the  respective
agreements,  warranties and covenants  contained herein,  for $10 and other good
and  valuable  consideration  the  receipt and  sufficiency  of which are hereby
acknowledged, the parties hereto agree as follows:

SECTION 1. ACKNOWLEDGMENTS AND AGREEMENTS

      1.1   Acknowledgment   of  Obligations.   Each  of  the  Borrowers  hereby
acknowledges,  confirms and agrees that the Borrowers are indebted to Lenders in
respect of the Revolving  Loan and Letter of Credit  Obligations  outstanding on
the date  hereof.  All such  Obligations,  together  with  interest  accrued and
accruing thereon,  and fees, costs,  expenses and other charges now or hereafter
payable by the Borrowers to Lenders, are unconditionally  owing by the Borrowers
to Lenders,  without  offset,  defense or  counterclaim  of any kind,  nature or
description whatsoever.

      1.2 Acknowledgment of Liens. Each Borrower hereby  acknowledges,  confirms
and agrees  that Agent has and shall  continue to have  valid,  enforceable  and
perfected  first-priority  liens upon and security  interests in the  Collateral
granted to Agent for the benefit of the Lenders  pursuant to the Loan  Documents
or otherwise granted to or held by Agent for the benefit of the Lenders.

      1.3  Binding  Effect of  Documents.  Each  Borrower  hereby  acknowledges,
confirms and agrees that:  (a) each of the Loan Documents has been duly executed
and  delivered to the Agent and the Lenders by each Borrower that is intended to
be a party thereto,  and each is in full force and effect as of the date hereof,
(b) the  agreements  and  obligations  of each  Borrower  contained in such Loan
Documents  and in  this  Agreement  constitute  the  legal,  valid  and  binding
obligations of such Borrower,  enforceable  against it in accordance  with their
respective  terms,  and no Borrower has any valid defense to the  enforcement of
such obligations, and (c) the Agent and the Lenders are and shall be entitled to
the  rights,  remedies  and  benefits  provided  for in the Loan  Documents  and
applicable law.


                                       2
<PAGE>

SECTION 2. WAIVER

      2.1 Waiver of Specified Defaults. In reliance upon the representations and
warranties  of the  Borrowers  contained in this  Agreement,  and subject to the
terms and conditions of this  Agreement,  the Agent and the Lenders hereby waive
any Default or Event of Default  that has  occurred  or may occur under  Section
8.1(e) or (f) of the Credit Agreement, in each case solely due to the failure by
Holdings  or any  other  Credit  Party to timely  make any Apex  Note  Principal
Payments   (such   Defaults  and  Events  of  Default  are  referred  to  herein
collectively as the "Specified Defaults").

      2.2 No Other Waivers; Reservation of Rights.

            (a) Neither the Agent nor any other Lender has waived, or is by this
Agreement  waiving,  (i) any Default or Event of Default which may be continuing
on the date  hereof  other than the  Specified  Defaults  or (ii) any Default or
Event of Default which may  hereafter  arise  (whether  similar to the Specified
Defaults or otherwise),  including,  without limitation, any Default or Event of
Default  that now or  hereafter  may  occur as a result  of the  failure  by any
Borrower to timely pay or perform any of its obligations  under or in respect of
the Senior Unsecured High Yield Note Indenture, any of the Senior Unsecured High
Yield Notes or any other  Indebtedness  (other than the  Indebtedness  under the
Apex Note) .

            (b)  The  Agent  and  the  Lenders   reserve  the  right,  in  their
discretion, to exercise any or all of their rights and remedies under the Credit
Agreement  and the other Loan  Documents  as a result of any Default or Event of
Default (other than the Specified Defaults, in each case to the extent expressly
set forth  herein)  which may be continuing on the date hereof or any Default or
Event of Default (other than the Specified Defaults,  in each case to the extent
expressly set forth  herein) which may occur after the date hereof,  and nothing
in this  Agreement,  and no  delay on the part of the  Agent  or any  Lender  in
exercising any such right or remedy,  shall be construed as a waiver of any such
right or remedy.

SECTION 3. CONDITIONS TO EFFECTIVENESS

      3.1 This Agreement shall become effective on the date upon which Agent and
Lenders shall have received an original of this  Agreement and the  Confirmation
of Guaranty,  duly  authorized,  executed and delivered by each of the Borrowers
and the Guarantor, respectively.

SECTION 4. REPRESENTATIONS AND WARRANTIES

      4.1 In order to induce Agent and Lender to grant the foregoing  waiver and
enter into this Agreement, each Borrower hereby represents and warrants to Agent
and Lenders  that (a) the failure of Holdings or any Borrower to timely make any
of the Apex Note  Principal  Payments does not and will not constitute an "Event
of  Default"  under and as  defined  in the  Senior  Unsecured  High  Yield Note
Indenture,  and (b) after giving effect to the waivers in Section 2 hereof,  the
Borrowers hereby represent and warrant that each of the representations and


                                       3
<PAGE>

warranties  contained in the Loan Documents is true and correct on and as of the
date hereof,  except for any  representation  and  warranty  that relates by its
terms only to a  specified  date (in which  case,  it shall be true on and as of
such date).

SECTION 5. PROVISIONS OF GENERAL APPLICATION

      5.1 Effect of this Agreement. Except as modified pursuant hereto, no other
changes or  modifications  to the Loan  Documents are intended or implied and in
all other respects the Loan Documents are hereby specifically ratified, restated
and  confirmed by all parties  hereto as of the  effective  date hereof.  To the
extent of  conflict  between  the  terms of this  Agreement  and the other  Loan
Documents,  the terms of this Agreement shall control.  The Credit Agreement and
this Agreement shall be read and construed as one agreement.

      5.2 Costs  and  Expenses.  The  Borrowers  hereby  agree  that they  shall
reimburse  the Agent on demand for all costs and  expenses  (including,  without
limitation,  attorney's  fees)  incurred by such parties in connection  with the
negotiation,  documentation  and  consummation  of this  Agreement and any other
document executed in connection herewith and therewith.

      5.3 Binding Effect.  This Agreement shall be binding upon and inure to the
benefit  of each of the  parties  hereto  and their  respective  successors  and
assigns.

      5.4 Survival of Representations  and Warranties.  All  representations and
warranties made in this Agreement or any other document  furnished in connection
with this  Agreement  shall survive the execution and delivery of this Agreement
and the other  documents,  and no  investigation  by Agent or any  Lender or any
closing shall affect the  representations  and  warranties or the right of Agent
and Lenders to rely upon them.

      5.5 Release.

      (a) Each Credit Party,  on behalf of itself and its  successors,  assigns,
and  other  legal  representatives,   hereby  absolutely,   unconditionally  and
irrevocably  releases,  remises and  forever  discharges  GE Capital,  Agent and
Lenders,  and their  successors  and  assigns,  and  their  present  and  former
shareholders,  affiliates,  subsidiaries,  divisions,  predecessors,  directors,
officers,  attorneys,  employees,  agents and other representatives (GE Capital,
Agent,  each Lender and all such other  Persons  being  hereinafter  referred to
collectively as the "Releasees" and  individually as a "Releasee"),  of and from
all demands,  actions,  causes of action, suits,  controversies,  sums of money,
accounts,   bills,   reckonings,   damages   and  any  and  all  other   claims,
counterclaims,  defenses,  rights of set off, demands and liabilities whatsoever
(individually,  a "Claim" and collectively,  "Claims") of every name and nature,
known or unknown,  suspected or  unsuspected,  both at law and in equity,  which
such  Credit  Party  or  any  of  its  successors,   assigns,   or  other  legal
representatives  may now or hereafter own,  hold,  have or claim to have against
the  Releasees  or any of them for,  upon,  or by  reason  of any  circumstance,
action,  cause or thing  whatsoever  which arises at any time on or prior to the
date  that  this  Agreement  is  executed  by all  parties,  including,  without
limitation, for or on account of, or in relation to, or in any way in connection
with the Credit  Agreement or any of the other Loan  Documents  or  transactions
thereunder  or related  thereto  and which  arise at any time on or prior to the
date that this Agreement is executed by all parties.


                                       4
<PAGE>

      (b) Each  Credit  Party  understands,  acknowledges  and  agrees  that its
release set forth above may be pleaded as a full and complete defense and may be
used as a basis for an injunction  against any action,  suit or other proceeding
which may be instituted,  prosecuted or attempted in breach of the provisions of
such release.

      (c) Each Credit Party agrees that no fact, event,  circumstance,  evidence
or transaction  which could now be asserted or which may hereafter be discovered
shall affect in any manner the final,  absolute and unconditional  nature of the
release set forth above.

      5.6 Covenant Not to Sue.  Each Credit  Party,  on behalf of itself and its
successors,  assigns,  and  other  legal  representatives,   hereby  absolutely,
unconditionally and irrevocably,  covenants and agrees with and in favor of each
Releasee that it will not sue (at law, in equity,  in any regulatory  proceeding
or  otherwise)  any  Releasee  on the basis of any Claim  released,  remised and
discharged  by such Credit  Party  pursuant to Section 5.5 above.  If any Credit
Party  or  any  of  their   respective   successors,   assigns  or  other  legal
representations   violates  the  foregoing  covenant,  each  Credit  Party,  for
themselves and their successors, assigns and legal representatives,  jointly and
severally  agree to pay, in addition to such other  damages as any  Releasee may
sustain as a result of such violation, all attorneys' fees and costs incurred by
any Releasee as a result of such violation.

      5.7  Severability.  Any  provision  of this  Agreement  held by a court of
competent  jurisdiction  to be  invalid  or  unenforceable  shall not  impair or
invalidate the remainder of this Agreement.

      5.8 Reviewed by Attorneys.  Each Borrower represents and warrants to Agent
and Lenders that it (a)  understands  fully the terms of this  Agreement and the
consequences  of the  execution  and  delivery of this  Agreement,  (b) has been
afforded an opportunity to have this Agreement  reviewed by, and to discuss this
Agreement and document executed in connection  herewith with, such attorneys and
other persons as such Borrower may wish, and (c) has entered into this Agreement
and executed and delivered all documents in connection  herewith of its own free
will and accord and without threat,  duress or other coercion of any kind by any
Person. The parties hereto acknowledge and agree that neither this Agreement nor
the other documents  executed  pursuant hereto shall be construed more favorably
in favor of one than the other based upon which party drafted the same, it being
acknowledged   that  all  parties  hereto   contributed   substantially  to  the
negotiation and  preparation of this Agreement and the other documents  executed
pursuant hereto or in connection herewith.

      5.9  Governing  Law.  THIS  AGREEMENT  SHALL BE GOVERNED  BY, AND SHALL BE
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK FOR CONTRACTS TO
BE PERFORMED ENTIRELY WITHIN SAID STATE.

      5.10  Counterparts.  This  Agreement  may be  executed  in any  number  of
counterparts,  all of which shall be deemed to  constitute  but one original and
shall be binding upon all  parties,  their  successors  and  permitted  assigns.
Delivery of an executed signature page hereof by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.

                  [Remainder of page intentionally left blank]


                                       5
<PAGE>

      IN WITNESS WHEREOF,  this Waiver Agreement is executed and delivered as of
the day and year first above written.

                                      LENDER AND AGENT:

                                      GENERAL ELECTRIC CAPITAL CORPORATION

                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title: Its Duly Authorized Signatory

                  [BORROWERS' SIGNATURES CONTINUE ON NEXT PAGE]

<PAGE>

                                      BORROWERS:

                                      CURATIVE HEALTH SERVICES, INC.,
                                      a Minnesota corporation formerly
                                      known as Curative Holding Co.


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------
                                      Date:
                                            ------------------------------------


                                      EBIOCARE.COM, INC.


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------
                                      Date:
                                            ------------------------------------


                                      HEMOPHILIA ACCESS, INC.


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------
                                      Date:
                                            ------------------------------------


                                      APEX THERAPEUTIC CARE, INC.


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------
                                      Date:
                                            ------------------------------------

<PAGE>

                                      CHS SERVICES, INC.


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------
                                      Date:
                                            ------------------------------------


                                      CURATIVE HEALTH SERVICES OF
                                      NEW YORK, INC.


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------
                                      Date:
                                            ------------------------------------


                                      OPTIMAL CARE PLUS, INC.


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------
                                      Date:
                                            ------------------------------------


                                      INFINITY INFUSION, LLC

                                      By: Curative Health Services Co.,
                                      its Sole Member


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------
                                      Date:
                                            ------------------------------------

<PAGE>

                                      INFINITY INFUSION II, LLC

                                      By: Curative Health Services Co.,
                                      its Sole Member


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------
                                      Date:
                                            ------------------------------------


                                      INFINITY INFUSION CARE, LTD.

                                      By: Infinity Infusion  II, LLC,
                                      its Sole General Partner

                                      By: Curative Health Services Co., the Sole
                                      Member of Infinity Infusion II, LLC


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------
                                      Date:
                                            ------------------------------------


                                      MEDCARE, INC.


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------
                                      Date:
                                            ------------------------------------


                                      CURATIVE PHARMACY SERVICES, INC.


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------
                                      Date:
                                            ------------------------------------

<PAGE>

                                      CURATIVE HEALTH SERVICES CO.,
                                      a Minnesota corporation formerly known
                                      as Curative Health Services, Inc.


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------
                                      Date:
                                            ------------------------------------


                                      CRITICAL CARE SYSTEMS, INC.


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------
                                      Date:
                                            ------------------------------------


                                      GUARANTORS:

                                      CURATIVE HEALTH SERVICES III CO.


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------
                                      Date:
                                            ------------------------------------

<PAGE>

                                      GENERAL ELECTRIC CAPITAL CORPORATION,
                                      as Lender and Agent


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Its Duly Authorized Signatory
                                      Date:
                                            ------------------------------------

<PAGE>

                            CONFIRMATION OF GUARANTY

      The undersigned Guarantor hereby (a) acknowledges,  consents and agrees to
the terms of the foregoing Waiver Agreement (the "Agreement") including, without
limitation,  the release and  covenant not to sue in Sections 5.5 and 5.6 of the
Agreement,  and (b) agrees and confirms that its obligations  under the Guaranty
Agreement  to which it is a party  will  continue  in full  force and effect and
extend to all  Obligations  under and as defined  in the  Amended  and  Restated
Credit  Agreement as amended and modified by (i) that certain First Amendment to
Amended and Restated Credit  Agreement and Collateral  Documents dated as of May
3, 2004,  (ii) that certain  Second  Amendment  to Amended and  Restated  Credit
Agreement  dated as of June 30,  2004,  (iii) that  certain  Third  Amendment to
Amended and Restated Credit Agreement dated as of October 20, 2004 and (iv) that
certain Fourth  Amendment to Amended and Restated  Credit  Agreement dated as of
December 31, 2004.

      As of this 14th day of October, 2005.

                                      CURATIVE HEALTH SERVICES III CO.


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------
                                      Date:
                                            ------------------------------------