Exhibit 10.5


                   FIRST AMENDMENT TO AMENDED AND RESTATED
                  CREDIT AGREEMENT AND COLLATERAL DOCUMENTS


      THIS FIRST  AMENDMENT  TO AMENDED  AND  RESTATED  CREDIT  AGREEMENT  AND
COLLATERAL  DOCUMENTS  (this  "Amendment"),  is made  and  entered  into as of
May 3,  2004 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.

                               Statement of Facts

      A. Borrowers and GE Capital are parties to that certain Amended and
Restated Credit Agreement, dated April 23, 2004 (as in effect prior to the date
of this Amendment, the "Credit Agreement"; capitalized terms used but not
defined in this Amendment have the meanings given in the Credit Agreement, as
amended by this Amendment), whereby the Lenders have made available a revolving
credit facility and other financial accommodations to Borrowers, subject to the
terms and conditions contained in the Credit Agreement.

      B. Holdings desires on the date hereof to enter into an Interest Rate
Protection Agreement with National City Bank as swap counterparty, which
Interest Rate Protection Agreement will benefit Holdings and the other Credit
Parties. As a condition to entering into such Interest Rate Protection
Agreement, National City Bank ("NCB") requires that GE Capital enter into a risk
participation agreement with NCB (the "Risk Participation Agreement"), pursuant
to which among other things, GE Capital agrees, subject to certain terms and
conditions, that if Holdings fails to timely make certain payments owing by
Holdings to NCB under such Interest Rate Protection Agreement, then GE Capital
will make such payments to NCB and be subrogated to the rights of NCB under such
Interest Rate Protection Agreement.

<PAGE>


      C. The parties hereto desire to enter into this Amendment to amend certain
provisions of the Credit Agreement and certain of the Collateral Documents as
provided for herein.

                               Statement of Terms

      NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, to induce GE Capital to enter into the Risk Participation
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

      1.    Amendments to Credit Agreement

      Subject to the terms and conditions of this Amendment, including without
limitation Section 4 hereof, the Credit Agreement is hereby amended as follows:

      (a)   Section 1.1 of the Credit Agreement is hereby amended by deleting
            clause (c) of the definition of "Commitment Termination Date" and
            substituting in lieu thereof the following new clause (c) to read in
            its entirety as follows:

                  (c) the date of indefeasible payment in full by the Borrowers
                  of the Loans and all of the Subject Swap Obligations and the
                  cancellation and return of (or issuance of a stand-by
                  guarantee or letter of credit with respect to) all Letters of
                  Credit or the cash collateralization of all L/C Obligations
                  pursuant to Section 2.5(k), the permanent reduction of all
                  Commitments to Zero Dollars ($0), and the discharge of all of
                  Risk Participant's duties and obligations under the Risk
                  Participation Agreement and the termination of the Risk
                  Participation Agreement.

      (b)   Section 1.1 of the Credit Agreement is hereby amended by deleting
            clause (k) through the end of the definition of "Indebtedness" and
            substituting in lieu thereof the following to read in its entirety
            as follows:

                  (k) all obligations of such Person under any foreign exchange
                  contract, currency swap agreement, interest rate swap, cap or
                  collar agreement or other similar agreement or arrangement
                  designed to alter the risks of that Person arising from
                  fluctuations in currency values or interest rates, in each
                  case whether contingent or matured, (1) all Subject Swap
                  Obligations, and (m) all Guaranteed Obligations of such
                  Person. Indebtedness shall, in any event, include the
                  Department of Justice Obligations.


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<PAGE>

      (c)   Section 1.1 of the Credit Agreement is hereby amended by deleting
            clause (i) of the definition of "Restricted Payment" and
            substituting in lieu thereof the following new clause (i) to read in
            its entirety as follows:

                  (i) any payment or prepayment of any obligations owing by
                  Holdings or any other Credit Party to the Subject Swap
                  Counterparty in connection with the Subject Swap Documents.

      (d)   Section 1.1 of the Credit Agreement is hereby amended by deleting
            the definitions of Monthly Swap Statement", "Obligations", "Secured
            Creditors", "Subject Swap", "Subject Swap Counterparty", "Subject
            Swap Documents", "Subject Swap Obligations", "Subject Swap
            Obligations Cap", "Subject Swap Reserve" and "Termination Date" in
            their entirety and substituting in lieu thereof the following new
            definitions to read in their entirety as follows:

                  "Monthly Swap Statement" means the monthly statement prepared
            by the Subject Swap Counterparty and delivered to Holdings on a
            monthly basis pursuant to the Subject Swap Documents, which
            statement shows the current market value of the Subject Swap.

                  "Obligations" means (a) all Loans, fees, indebtedness,
            liabilities, obligations, covenants and duties of any Credit Party
            to any Lending Party of every kind, nature and description, direct
            or indirect, absolute or contingent, due or not due, in contract or
            tort, liquidated or unliquidated, arising under this Agreement, or
            under the other Loan Documents, by operation of law or otherwise in
            connection with the transactions contemplated hereby, now existing
            or hereafter arising, and whether or not for the payment of money or
            the performance or non-performance of any act, including, but not
            limited to, all damages that any Credit Party may owe to the Agent
            and/or the Lenders by reason of any breach by any Credit Party of
            any representation, warranty, covenant, agreement or other provision
            of this Agreement or any of the other Loan Documents and all
            obligations of the Borrowers under any interest rate protection
            agreement entered with any Lender pursuant to Section 6.10 hereof
            (all of the foregoing liabilities and obligations described in this
            clause (a) are referred to herein collectively as the "Credit
            Document Obligations"), and (b) the Subject Swap Obligations.
            Without limiting the generality of the foregoing, this term includes
            all principal, interest (including all interest that accrues after
            the commencement of any case or proceeding by or against any Credit
            Party in bankruptcy, whether or not allowed in such case or
            proceeding), Fees, Charges, expenses, attorneys' fees and any other
            sum payable by any Credit Party to a Lending Party under this
            Agreement or any of the other Loan Documents.

                  "Secured Creditors" means, collectively, the Lenders, the
            Agent and the Risk Participant, together with their respective
            successors and assigns.


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<PAGE>

                  "Subject Swap" means the Interest Rate Protection Agreement
            entered into between Holdings and the Subject Swap Counterparty on
            the First Amendment Effective Date pursuant to the Subject Swap
            Documents.

                  "Subject Swap Counterparty" means National City Bank, together
            with its successors and assigns.

                  "Subject Swap Documents" means that certain ISDA Master
            Agreement dated the First Amendment Effective Date, the related ISDA
            Schedule to the Master Agreement dated the First Amendment Effective
            Date, the Subject Swap Confirmation, together with and any
            confirmations relating to the Subject Swap, entered into between
            Holdings and the Subject Swap Counterparty, which documents and
            agreements, in each case must be in form and substance satisfactory
            to GE Capital.

                  "Subject Swap Obligations" has the meaning ascribed to it in
            Section 6.1.

                  "Subject Swap Obligations Cap" means, as of any date of
            determination, $7,500,000.

                  "Subject Swap Reserve" means, as of any date of determination,
            a reserve against Eligible Accounts and Eligible Inventory of the
            Borrowers in an amount equal to the Subject Swap Obligations Cap,
            provided, however, that such Reserve shall not apply to the extent
            and only to the extent that as of any date of determination, (i)
            Holdings has no obligations (whether contingent or otherwise)
            whatsoever under the Subject Swap or any of the Subject Swap
            Obligations as of such date, (ii) the Risk Participation Agreement
            and all of Risk Participant's obligations to the Subject Swap
            Counterparty thereunder have terminated, and (iii) all of the
            Subject Swap Obligations have been indefeasibly paid in full as of
            such date. If at any time any of the conditions in clauses (i), (ii)
            and (iii) of this definition are not met, then the Subject Swap
            Reserve shall apply.

                  "Termination Date" the date on which (a) the Loans have been
            indefeasibly repaid in full in cash, (b) all other Obligations under
            this Agreement and the other Loan Documents have been completely
            discharged, (c) all of the L/C Obligations have been cash
            collateralized, cancelled or backed by standby letters of credit in
            accordance with Section 2.5 hereof, (d) the Borrowers shall not have
            any further right to borrow any monies under this Agreement, and (e)
            all of Risk Participant's outstanding duties and obligations to the
            Subject Swap Counterparty under the Risk Participation Agreement
            have been completely discharged, Risk Participant shall have no
            further duties or obligations to National City under the Risk
            Participation Agreement, and the Risk Participation Agreement shall
            have terminated.

      (e)   Section 1.1 of the Credit Agreement is hereby amended by deleting
            the definitions of "Primary Obligations", "Residual Obligations" and
            "Secondary Obligations" in their entirety.



                                       4
<PAGE>

      (f)   Section 1.1 of the Credit Agreement is hereby amended by inserting
            the following new definitions for "First Amendment Effective Date",
            "Risk Participation Agreement", "Risk Participant" and "Subject Swap
            Confirmation" in alphabetical order to read in their entirety as
            follows:

            "First Amendment Effective Date" means May 3, 2004.

            "Risk Participation Agreement" means that certain Risk
            Participation Agreement dated as of the First Amendment Effective
            Date between National City Bank and Risk Participant, as amended,
            restated, supplemented or otherwise modified from time to time.

            "Risk Participant" means GE Capital.

            "Subject Swap Confirmation" means that certain confirmation
            agreement dated the First Amendment Effective Date between Holdings
            and the Subject Swap Counterparty in connection with and as part of
            the Subject Swap.

      (g)   Section 2.10(b) of the Credit Agreement is hereby amended by
            deleting clauses (iii), (iv) and (v) of such section in their
            entirety and substituting in lieu thereof the following new clauses
            (iii) and (iv) to read in their entirety as follows:

                  (iii) third, to the extent proceeds remain after the
            application pursuant to the preceding clauses (i) and (ii), to the
            payment of an amount equal to all other outstanding Obligations in
            such order as Agent may in its sole discretion elect;

                  (iv) fourth, to the extent proceeds remain after the
            application pursuant to the preceding clauses (i) through (iii),
            inclusive, and following the Termination Date, to the payment of the
            relevant Credit Party or to whomever may be lawfully entitled to
            receive such surplus.

      (h)   Section 2.11(b) of the Credit Agreement is hereby amended by
            deleting the first sentence thereof and substituting in lieu thereof
            the following new sentence to read in its entirety as follows:

                  The Borrowers shall have the right to terminate in whole the
                  Revolving Credit Commitments or, from time to time,
                  irrevocably to reduce in part the amount of the Revolving
                  Credit Commitments upon at least thirty (30) days' prior
                  written notice from Borrower Representative to the Agent,
                  provided, however that Borrowers shall not have the right to
                  terminate or reduce the Revolving Credit Commitments if at the
                  time of such requested termination or reduction (i) the Risk
                  Participation Agreement shall not have been terminated, or
                  (ii) Risk Participant shall have any present or future duties
                  or obligations to the Subject Swap Counterparty under the Risk
                  Participation Agreement.



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<PAGE>


      (i)   Section 5.1 of the Credit Agreement is hereby amended by deleting
            clause (1) of such section in its entirety and substituting in lieu
            thereof the following new clause (1) to read in its entirety as
            follows:

                  (1) Monthly Swap Statement; Etc. To Agent, at the time of
            delivery of each Borrowing Base Certificate, a Monthly Swap
            Statement, which shall be in form and substance reasonably
            satisfactory to Agent. Holdings hereby agrees to immediately upon
            receipt thereof notify Agent (telephonically and in writing by
            facsimile transmission) of any communication (whether oral or
            written) and to provide Agent with a copy of any notice or
            communication that it receives from the Subject Swap Counterparty in
            connection with the Subject Swap or any of the Subject Swap
            Documents that (i) the Subject Swap Exposure (as such term is
            defined in the Subject Swap Confirmation) exceeds $6,000,000, (ii)
            Holdings is required to make a payment of any Buydown Amount (as
            such term is defined in the Subject Swap Confirmation), or (iii)
            that any event of default or any termination event has occurred
            under the Subject Swap Documents. In addition to the notice required
            to be delivered by Holdings to Agent pursuant to the immediately
            preceding sentence, Holdings shall deliver to Agent for its receipt
            at least one Business Day in advance of any required payment of any
            Buydown Amount (as such term is defined in the Subject Swap
            Confirmation) by Holdings, a certificate of the chief financial
            officer of Holdings, in form and substance reasonably satisfactory
            to Agent, demonstrating on a pro forma basis after giving effect to
            any such payment compliance with the minimum liquidity covenant in
            Section 6.18 and actual and pro forma compliance with the financial
            covenants in Sections 7.15, 7.16 and 7.17.

      (j)   Section 6.1 of the Credit Agreement is hereby amended by adding the
            following to the end of such section to read in its entirety as
            follows:

                  Each of the Borrowers hereby jointly and severally,
                  unconditionally and irrevocably, covenants and agrees to
                  indemnify and pay to GE Capital, and to hold harmless GE
                  Capital from and against, any and all liabilities,
                  obligations, losses and other amounts that GE Capital at any
                  time heretofore, now or hereafter incurs, is required to pay
                  or has paid to the Subject Swap Counterparty under, pursuant
                  to or in connection with the Subject Swap including, without
                  limitation, any and all payments at any time made or required
                  to be made by GE Capital to the Subject Swap Counterparty
                  pursuant to the terms of the Risk Participation Agreement (the
                  foregoing indemnification obligations of each of the Borrowers
                  to GE Capital are referred to herein collectively as the
                  "Subject Swap Obligations"). Each Credit Party hereby further
                  unconditionally and irrevocably acknowledges, covenants and
                  agrees that: (i) any and all Subject Swap Obligations from
                  time to time outstanding shall constitute Obligations
                  hereunder, shall at all times prior to the Termination Date be
                  and continue to remain guaranteed by the Guarantors pursuant
                  to the Guaranty Agreements and shall at all times prior to the
                  Termination Date be and continue to remain secured by the



                                       6
<PAGE>

                  Liens granted by the Credit Parties to the Agent under and
                  pursuant to the Collateral Documents; (ii) all Subject Swap
                  Obligations from time to time outstanding shall be due and
                  payable in full by Borrowers to GE Capital upon demand for
                  payment made by GE Capital to any Borrower or Borrower
                  Representative, provided further that, in addition to (and not
                  in limitation of) the foregoing, each of the Subject Swap
                  Obligations from time to time outstanding shall be due and
                  payable in full by Borrowers to GE Capital upon (A) the date
                  upon which all of the Commitments have been terminated and the
                  Loans have been paid in full, (B) the Commitment Termination
                  Date and (C) following the occurrence of any Event of Default
                  and the acceleration or deemed acceleration of the maturity
                  date of any of the Obligations in connection therewith; and
                  (iii) the obligation of Borrowers hereunder to GE Capital to
                  timely pay the Subject Swap Obligations shall be joint and
                  several obligations of the Borrowers.

      (k)   Section 6.10 of the Credit Agreement is hereby amended by deleting
            the phrase "on or about the Restatement Effective Date" in the last
            sentence of such section.

      (l)   Section 7.1 of the Credit Agreement is hereby amended by deleting
            clause (f) of such section in its entirety and substituting in lieu
            thereof the following new clause (f) to read in its entirety as
            follows:

                  (f) Indebtedness under (i) any Interest Rate Protection
            Agreement entered into pursuant to Section 6.10 and (ii) the Subject
            Swap;

      (m)   Section 7.5 of the Credit Agreement is hereby amended by deleting
            clause (i) through the end of such section in its entirety and
            substituting in lieu thereof the following to read in its entirety
            as follows:

                  (i) prepayments of a portion of principal of Senior Unsecured
                  Debt from the proceeds of sales Stock of Holdings to the
                  extent and only to the extent such prepayment is expressly
                  permitted under Section 2.8(c), and prepayments of principal
                  of Senior Unsecured Debt and accrued interest thereon pursuant
                  to any Excess Cash Flow Offer or any Net Proceeds Offer, (j)
                  the payment of any fees, costs or expenses payable by Holdings
                  to the Subject Swap Counterparty on the effective date of the
                  Subject Swap in accordance with the terms of the Subject Swap
                  Documents, and regularly scheduled payments of other amounts
                  to the Subject Swap Counterparty after the effective date of
                  the Subject Swap in accordance with the terms of the Subject
                  Swap Documents and (k) the payment of any Buydown Amount (as
                  such term is defined in the Subject Swap Confirmation);
                  provided that, in each case with respect to clauses (d),
                  (e),(f), (g) and (i) above (and both before and after giving
                  effect to any such Restricted Payment) (i) no Default or Event
                  of Default has occurred and is continuing at the time of such
                  proposed Restricted Payment, (ii) the chief financial officer
                  of Holdings shall have delivered to Agent a certificate, in
                  form and substance reasonably satisfactory to Agent,



                                       7
<PAGE>

                  demonstrating on a pro forma basis after giving effect to any
                  such Restricted Payment compliance with the minimum liquidity
                  covenant in Section 6.18 and actual and pro forma compliance
                  with the financial covenants in Sections 7.15, 7.16 and 7.17,
                  and (iii) the Restricted Payments shall be made at such times
                  as will permit the delivery of financial statements necessary
                  to determine current compliance with the financial covenants
                  set forth herein prior to each such Restricted Payment.

      (n)   Section 7.11 of the Credit Agreement is hereby amended by deleting
            clause (d) of such section in its entirety and substituting in lieu
            thereof the following new clause (d) to read in its entirety as
            follows:

                  (d) any amendment, waiver or other modification of any of the
                  Subject Swap Documents as in effect on the First Amendment
                  Effective Date.

      (o)   Section 8.1 of the Credit Agreement is hereby amended by deleting
            the period at the end of clause (u) thereof and replacing it with ";
            or" and adding as a new clause (v) the following additional Event of
            Default to read in its entirety as follows:

                  (v) if, for whatever reason, by February 23, 2009 either: (i)
            the Subject Swap Counterparty has not accepted a credit support
            annex from Holdings by such date to be effective on or before April
            23, 2009, which has been offered by Holdings to the Subject Swap
            Counterparty pursuant to the proviso at the end of paragraph (h) in
            Part 1 of the ISDA Schedule under the Subject Swap Documents, unless
            all of Risk Participant's outstanding duties and obligations under
            the Risk Participation Agreement have been discharged in full, Risk
            Participant has no further duties or obligations to the Subject Swap
            Counterparty under the Risk Participation Agreement, and the Risk
            Participation Agreement has been terminated; or (ii) the Risk
            Participation Agreement has not been terminated or Risk Participant
            has any remaining duties or obligations to the Subject Swap
            Counterparty thereunder.

      (p)   Section 8.2(b) of the Credit Agreement is hereby amended by adding
            the following new sentence at the end thereof to read in its
            entirety as follows:

                  In addition to and not in limitation of the foregoing, if any
                  Event of Default has occurred and is continuing, Agent may,
                  without notice or demand (i) notify the Subject Swap
                  Counterparty that an Event of Default has occurred and furnish
                  to the Subject Swap Counterparty a copy of any notice of Event
                  of Default that Agent and/or Lenders may have given to any
                  Credit Party or Borrower Representative, and/or (ii) notify
                  the Subject Swap Counterparty that the requisite Lenders will
                  not grant a waiver of such Event of Default or any other
                  Events of Default that may then be in existence.



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<PAGE>


      2.    Amendments to Collateral Documents

      Subject to the terms and conditions of this Amendment, including without
limitation Section 4 hereof, each of the Collateral Documents shall be amended
by deleting the definition of "Termination Date" appearing therein and
substituting in lieu thereof the following new definition to read in its
entirety as follows:

                  "Termination Date" the date on which (a) the Loans have been
            indefeasibly repaid in full in cash, (b) all other Obligations under
            the Credit Agreement and the other Loan Documents have been
            completely discharged, (c) all of the L/C Obligations have been cash
            collateralized, cancelled or backed by standby letters of credit in
            accordance with Section 2.5 of the Credit Agreement, (d) the
            Borrowers shall not have any further right to borrow any monies
            under the Credit Agreement, and (e) all of the outstanding duties
            and obligations of Risk Participant to the Subject Swap Counterparty
            under the Risk Participation Agreement have been completely
            discharged, Risk Participant shall have no further duties or
            obligations to National City under the Risk Participation Agreement,
            and the Risk Participation Agreement shall have terminated.

      3.    Representations and Warranties

      Each Borrower hereby jointly and severally represents and warrants to the
Agent and the Lenders that (a) this Amendment and the Confirmation of Guaranty
attached hereto have each been duly authorized, executed and delivered by
Borrowers and each Credit Party signatory thereto, (b) no Default or Event of
Default has occurred and is continuing as of this date after giving effect to
this Amendment and the transactions contemplated by the Subject Swap Documents
(as defined above in this Amendment), (c) after giving effect to this Amendment
and the transactions contemplated by the Subject Swap Documents (as defined
above in this Amendment), all of the representations and warranties made by
Borrowers or any Credit Party in the Credit Agreement are true and correct
in all material respects on and as of the date of this Amendment (except
to the extent that any such representations or warranties expressly
referred to a specific prior date or have changed based upon events expressly
permitted by the Credit Agreement), (d) the execution, delivery and performance
by each Credit Party of the Loan Documents as amended by this Amendment and the
Subject Swap Documents (as defined above in this Amendment) to which it is a
party, and the consummation of the transactions contemplated to occur
thereunder, (i) are within its organizational powers, have been duly authorized
by all necessary organizational action, (ii) require no Governmental Approval,
(iii) do not contravene, or constitute a default under (x) any provision of
Applicable Law the violation of which could reasonably be expected to have a
Material Adverse Effect, (y) the Organizational Documents of such Credit Party
or (z) any agreement, judgment, injunction, order, decree or other instrument
binding upon any Credit Party, including, without limitation, the Senior
Unsecured High Yield Note Documents, and (iv) do not result in the creation or
imposition of any Lien (other than the Liens created by the Collateral Documents
in favor of the Secured Creditors) on any asset of any such Credit Party.



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<PAGE>

      4.    Conditions to Effectiveness

      This Amendment shall be effective as of the date of this Amendment upon
the satisfaction in full of each of the following conditions:

      (a)   the Agent shall have received counterparts of this Amendment, duly
            executed, completed and delivered by GE Capital and each of the
            Credit Parties;

      (b)   the Agent shall have received counterparts of the attached
            Confirmation of Guaranty, duly executed by Curative Health Services
            III Co.;

      (c)   Holdings and the Subject Swap Counterparty shall have entered into
            the Subject Swap Documents (as defined above in this Amendment), and
            Agent shall have received a copy of such fully executed documents,
            and such documents shall be in form and substance satisfactory to
            Agent; and

      (d)   GE Capital shall have received counterparts of the Risk
            Participation Agreement (as defined above in this Amendment) and
            that certain side letter agreement between GE Capital and the
            Subject Swap Counterparty, in each case duly executed, completed and
            delivered by the Subject Swap Counterparty and in form and substance
            satisfactory to GE Capital.

      5.    Reimbursement of Expenses

      Each Borrower hereby agrees that it shall reimburse the Agent and the
Lenders 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 Amendment and the other documents
executed in connection herewith and therewith and the transactions contemplated
hereby and thereby.

      6.    Governing Law

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

      7.    Severability of Provisions

      Any provision of this Amendment which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction. To the extent permitted by applicable law, each
Credit Party hereby waives any provision of law that renders any provision
hereof prohibited or unenforceable in any respect.



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<PAGE>




      8.    Counterparts

      This Amendment 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.

      9.    Effect of this Amendment

      Except as specifically amended or modified pursuant to Section 1 and
Section 2 of this Amendment, no other amendments, changes, modifications,
consents or waivers to the Loan Documents are intended or implied
by this Amendment 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
Amendment and the other Loan Documents, the terms of this Amendment shall
control. The Credit Agreement and this Amendment shall be read and construed as
one agreement.

      10.   Entire Agreement

      The Credit Agreement as amended by this Amendment embodies the entire
 agreement between the parties hereto relating to the subject matter
hereof and supersedes all prior agreements, representations and understandings,
if any, relating to the subject matter hereof.


                 [Remainder of page intentionally left blank]





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<PAGE>


      IN WITNESS WHEREOF, the parties have caused this First Amendment to
Amended and Restated Credit Agreement and Collateral Documents to be duly
executed by their respective officers thereunto duly authorized, as of the date
first above written.


                                    BORROWERS:

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


                                    By:    /s/ Thomas Axmacher
                                           ----------------------------------
                                    Name:  Thomas Axmacher
                                    Title: Executive VP and CFO


                                    EBIOCARE.COM, INC.


                                    By:    /s/ Thomas Axmacher
                                           ----------------------------------
                                    Name:  Thomas Axmacher
                                    Title: Treasurer


                                    HEMOPHILIA ACCESS, INC.


                                    By:    /s/ Nancy F. Lanis
                                           ----------------------------------
                                    Name:  Nancy F. Lanis
                                    Title: Secretary and Treasurer


                                    APEX THERAPEUTIC CARE, INC.


                                    By:    /s/ Thomas Axmacher
                                           ----------------------------------
                                    Name:  Thomas Axmacher
                                    Title: Chief Financial Officer


                                    CHS SERVICES, INC.


                                    By:    /s/ Thomas Axmacher
                                           ----------------------------------
                                    Name:  Thomas Axmacher
                                    Title: Treasurer


<PAGE>


                                    CURATIVE HEALTH SERVICES OF NEW YORK, INC.


                                    By:    /s/ Thomas Axmacher
                                           -----------------------------------
                                    Name:  Thomas Axmacher
                                    Title: Treasurer


                                    OPTIMAL CARE PLUS, INC.


                                    By:    /s/ Thomas Axmacher
                                           ----------------------------------
                                    Name:  Thomas Axmacher
                                    Title: Treasurer


                                    INFINITY INFUSION, LLC

                                    By: Curative Health Services Co., its
                                    Sole Member


                                    By:    /s/ Thomas Axmacher
                                           ----------------------------------
                                    Name:  Thomas Axmacher
                                    Title: Treasurer


                                    INFINITY INFUSION II, LLC

                                    By: Curative Health Services Co., its
                                    Sole Member


                                    By:    /s/ Thomas Axmacher
                                           ----------------------------------
                                    Name:  Thomas Axmacher
                                    Title: Treasurer


<PAGE>


                                    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:    /s/ Thomas Axmacher
                                           ----------------------------------
                                    Name:  Thomas Axmacher
                                    Title: Chief Financial Officer


                                    MEDCARE, INC.


                                    By:    /s/ Thomas Axmacher
                                           ----------------------------------
                                    Name:  Thomas Axmacher
                                    Title: Treasurer


                                    CURATIVE PHARMACY SERVICES, INC.


                                    By:    /s/ Thomas Axmacher
                                           ----------------------------------
                                    Name:  Thomas Axmacher
                                    Title: Treasurer


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


                                    By:    /s/ Thomas Axmacher
                                           ----------------------------------
                                    Name:  Thomas Axmacher
                                    Title: CFO and Treasurer


                                    CRITICAL CARE SYSTEMS, INC.


                                    By:    /s/ Thomas Axmacher
                                           ----------------------------------
                                    Name:  Thomas Axmacher
                                    Title: CFO and Treasurer


<PAGE>



                                    GUARANTORS:

                                    CURATIVE HEALTH SERVICES III CO.


                                    By:    /s/ Thomas Axmacher
                                           ----------------------------------
                                    Name:  Thomas Axmacher
                                    Title: CFO and Treasurer



<PAGE>





                                    GENERAL ELECTRIC CAPITAL CORPORATION,
                                    as Lender and Agent


                                    By:    /s/ Earl F. Smith III
                                           ----------------------------------
                                    Name:  Earl F. Smith III
                                    Its Duly Authorized Signatory





<PAGE>




                            CONFIRMATION OF GUARANTY


      The undersigned Guarantor hereby (a) acknowledges, consents and agrees to
the terms of the foregoing First Amendment to Amended and Restated Credit
Agreement and Collateral Documents (the "Amendment"), including without
limitation, the amendments to the Amended and Restated Credit Agreement and the
Collateral Documents set forth therein, and (b) agrees and confirms that its
obligations under the Guaranty Agreement to which it is a party, as amended by
the Amendment, 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 the Amendment.

      As of this 3rd day of May, 2004.


                                    CURATIVE HEALTH SERVICES III CO.


                                    By:    /s/ Thomas Axmacher
                                           ----------------------------------
                                    Name:  Thomas Axmacher
                                    Title: CFO and Treasurer