Exhibit 10.1

                                WAIVER AGREEMENT

      THIS WAIVER AGREEMENT (this  "Agreement"),  dated as of August 8, 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,  certain  Events  of  Default  have  occurred  under  the  Credit
Agreement  prior  to the  date  hereof,  specifically  (a)  the  failure  of the
Borrowers to limit the Total  Leverage  Ratio to  10.75:1.00 or less as required
pursuant to Section 7.15 of the Credit  Agreement  for the Fiscal  Quarter ended
June 30, 2005 and (b) the failure of the  Borrowers to limit the Senior  Secured
Leverage Ratio to 1.50:1.00 or less as required  pursuant to Section 7.16 of the
Credit Agreement for the Fiscal Quarter ended June 30, 2005  (collectively,  the
"Specified Defaults");

<PAGE>

      WHEREAS,  the Borrowers  have  requested  that Agent and Lenders waive the
Specified Defaults;

      WHEREAS,  the  Borrower  Representative  has  informed GE Capital that the
Borrowers  believe that they will fail to comply with the Total  Leverage  Ratio
covenant in Section 7.15 of the Credit Agreement for each of the Fiscal Quarters
ended March 31, 2006 and June 30, 2006 (collectively,  the "Potential  Specified
Defaults"), and Borrowers have requested that the Lenders grant a limited waiver
for  non-compliance  with the Total  Leverage  Ratio  covenant  for these fiscal
periods;

      WHEREAS,  subject to the terms and conditions  specified herein, Agent and
Lenders are willing to waive the Specified Defaults and the Potential  Specified
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 as of the close of business on August 5,
2005,  the Borrowers are indebted to Lenders in respect of the Revolving Loan in
the aggregate  principal  amount of $27,260,201  and in respect of the aggregate
Letter of Credit  Obligations in the amount of $225,000.  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.

      1.4  Acknowledgment  of Defaults.  Each Borrower hereby  acknowledges  and
agrees  that  (a)  the  Specified  Defaults  have  occurred  and,  prior  to the
effectiveness of this Agreement, are continuing and constitute Events of Default
which  entitle the Agent and the Lenders to

                                       2
<PAGE>

exercise their rights and remedies under the Loan  Documents,  applicable law or
otherwise,  (b) Agent and the Lenders have the  presently  exercisable  right to
cease  funding and declare the  Obligations  to be  immediately  due and payable
under the terms of the Loan Documents and (c) the Potential  Specified  Defaults
constitute  "Defaults" under the Credit Agreement and Agent and the Lenders have
the presently exercisable right to cease funding, impose the Default Rate and to
exercise certain other rights as provided in the Loan Documents.

SECTION 2. WAIVER

      2.1 Waiver of Specified  Defaults.  In reliance upon the  representations,
warranties  and  covenants of the  Borrowers  contained in this  Agreement,  and
subject to the terms and  conditions  of this  Agreement  and any  documents  or
instruments  executed or delivered  in  connection  herewith,  the Agent and the
Lenders hereby waive the Specified Defaults solely for the fiscal quarter ending
June 30, 2005.

      2.2 Temporary Waiver of Potential Specified Defaults. In reliance upon the
representations,  warranties  and covenants of the  Borrowers  contained in this
Agreement,  and subject to the terms and  conditions  of this  Agreement and any
documents or instruments executed or delivered in connection herewith, the Agent
and the Lenders hereby waive the Potential  Specified Defaults solely during the
fiscal  quarters  ending  March 31, 2006 and June 30,  2006,  provided  that the
Borrowers  hereby  covenant  and agree  that they  shall  not  permit  the Total
Leverage  Ratio as of the last day of the Fiscal  Quarter  ending March 31, 2006
and June 30, 2006 to exceed  10.00:1.00.  Notwithstanding  anything herein or in
the Credit  Agreement or any other Loan Document to the  contrary,  if the Total
Leverage  Ratio  exceeds  10.00:1.00  as of the  last  day of any of the  Fiscal
Quarters ending March 31, 2006 and June 30, 2006, such event shall constitute an
immediate Event of Default.

      2.3 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  and the  potential
Specified  Defaults,  in each case to the extent  expressly set forth herein) or
(ii) any Default or Event of Default which may hereafter arise (whether  similar
to  the  Specified  Defaults  ,  Potential  Specified  Defaults  or  otherwise),
including,  without  limitation,  any  failure by the  Borrowers  to comply with
Section  7.15 or Section  7.16 of the Credit  Agreement  for any Fiscal  Quarter
ended  prior to or after June 30, 2005  (specifically  excluding  the  Potential
Specified Defaults).

            (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 and the Potential 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  and the  Potential  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.


                                       3
<PAGE>

SECTION 3. CONDITIONS TO EFFECTIVENESS

      3.1 This  Agreement  shall  become  effective  on the date upon  which the
conditions specified below have been satisfied:

            (a) 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.

            (b) With respect to the Potential Specified Defaults, the conditions
set forth in Section 2.2 herein shall have been satisfied.

SECTION 4. REPRESENTATIONS AND WARRANTIES

      4.1 Each Borrower hereby further represents and warrants with and to Agent
and Lenders  that after  giving  effect to the waivers in Section 2 hereof,  the
Borrowers  hereby  represent  and warrant that each of the  representations  and
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. COVENANTS.

      5.1 In order to induce  the Agent and the  Lenders to enter into and grant
the waiver set forth in Section 2.1 and the limited waivers set forth in Section
2.2 hereof,  the Borrowers  hereby covenant and agree with Agent and the Lenders
as follows:

            (a) The  Borrowers  shall  enter  into an  amendment  to the  Credit
Agreement on or before 12:00 p.m. (New York time) on December 30, 2005,  setting
forth new covenant  levels for the Total Leverage Ratio for the Fiscal  Quarters
ending March 31, 2006 and June 30,  2006,  which  amendment  must be in form and
substance satisfactory to Agent and the Required Lenders;

            (b) If the Borrowers have failed for any reason whatsoever to timely
enter  into an  amendment  to the  Credit  Agreement  satisfactory  to Agent and
Lenders of the type described in the immediately  preceding  paragraph (a), then
(i) all Loans and other  outstanding  Obligations  shall  bear  interest  at the
Default  Rate from and at all times  after  December  30,  2005  (regardless  of
whether a Default or an Event of Default  then  exists)  and (ii) the  Borrowers
shall pay a waiver fee (the "Waiver  Fee") to the Agent for the ratable  benefit
of the Lenders on or before 5:00 p.m. (New York time) on December 30, 2005 in an
amount  equal to the  product  of 0.25%  multiplied  by the  greater  of (x) the
aggregate  principal  amount of all Loans  outstanding on December 30, 2005, and
(y) the aggregate amount of the Commitments as of December 30, 2005; and

            (c) The  Borrowers  agree that the Waiver Fee (i) is  non-refundable
and  shall be deemed  fully  earned  on the date of this  Agreement,  but is not
payable except as provided in


                                       4
<PAGE>

Section 5.1(b) above of this Agreement, and (ii) is intended to as an inducement
and as compensation to the Agent and Lenders for the temporary  waiver described
in Section 2.2 above.

SECTION 6. PROVISIONS OF GENERAL APPLICATION

      6.1 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.

      6.2 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.

      6.3 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.

      6.4 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.

      6.5 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.


                                       5
<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.

      6.6 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 6.5 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.

      6.7  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.

      6.8 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.

      6.9  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.

      6.10  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]


                                       6
<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 6.5 and 6.6 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 8th day of August, 2005.

                             CURATIVE HEALTH SERVICES III CO.

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