Exhibit 10.7

                                WAIVER AGREEMENT

      THIS WAIVER AGREEMENT (this "Agreement"), dated as of November 7, 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) an Event of Default has
occurred under Sections 8.1(e) and 8.1(u) of the Credit Agreement as a result of
the  failure of  Curative  to timely pay the  interest  payment  due and payable
November 1, 2005 under the Senior  Unsecured  High Yield Note  Indenture and the
Senior Unsecured High Yield Notes (such Event of Defaults are referred to herein
collectively as the "November Note Interest Payment  Default"),  (b) an Event of
Default has occurred under Section 8.1(b) of the Credit Agreement as a result of
the failure of the Borrowers to comply with the Total  Leverage Ratio and Senior
Secured Leverage Ratio financial

<PAGE>

covenants  set  forth in  Sections  7.15 and 7.16,  in each case for the  Fiscal
Quarter ended September 30, 2005 (such financial  covenant Events of Default are
referred to herein collectively as the "Specified  Financial Covenant Defaults";
together  with the November  Note Interest  Payment  Default  referred to herein
collectively as the "Specified Defaults");

      WHEREAS,  the Borrowers  have requested that Agent and Lenders (a) grant a
permanent waiver of the Specified  Financial Covenant Defaults,  and (b) grant a
temporary waiver of the November Note Interest Payment Default, which may become
a permanent waiver upon satisfaction of certain conditions  specified in Section
2.2 hereof; and

      WHEREAS,  subject to the terms and conditions  specified herein, Agent and
Lenders are willing to (a) grant a permanent  waiver of the Specified  Financial
Covenant  Defaults,  and (b)  grant a  temporary  waiver  of the  November  Note
Interest Payment Default.

      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  Credit  Advances,  Swingline  Advances  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.

      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.

SECTION 2. WAIVERS

      2.1 Waiver of Specified Financial Covenant 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 Financial Covenant Defaults,  in each
case solely for the fiscal quarter ending September 30, 2005.

      2.2  Temporary  Waiver of  November  Note  Interest  Payment  Default.  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  grant a  temporary  waiver of the
November Note Interest Payment  Default,  which temporary waiver shall remain in
effect only during the Waiver Period (defined below).  As used herein,  the term
"Waiver  Period" shall mean the period  commencing on the effective date of this
Agreement  and  ending  on the  earlier  of (i)  December  1,  2005 and (ii) the
occurrence of any other Event of Default under the Credit  Agreement (other than
the Specified Defaults),  including,  without limitation,  the occurrence of any
Event of Default under Section 8.1(e) or (u) of the Credit Agreement as a result
of the  occurrence  of any  "Default"  or "Event of Default"  (as such terms are
defined under the Senior  Unsecured  High Yield Note  Indenture)  other than the
November  Note  Interest  Payment  Default.  Upon the  expiration  of the Waiver
Period, the November Note Interest Payment Default shall automatically  (without
notice or any other action on the party of Agent,  Lenders or any other  Person)
constitute an immediate Event of Default  hereunder;  provided,  however that if
prior to  December  1, 2005,  Holdings  shall  have made  payment in full to the
holders of Senior  Unsecured High Yield Notes of all interest due and payable on
November  1, 2005 under the  Senior  Unsecured  High Yield  Notes and the Senior
Unsecured  Note  Indenture,  together  with any default  interest  and any other
amounts then due and payable by Holdings to the holders of the Senior  Unsecured
High Yield Notes or the indenture  trustee under the Senior Unsecured High Yield
Note Indenture,  then the November Note Interest Payment Default shall be deemed
permanently waived by Agent and the Lenders.

      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 limited waiver of the 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
or otherwise),  including,  without limitation,  any failure by the Borrowers to
comply with Sections 7.15 or 7.16 of the Credit Agreement for any Fiscal Quarter
ended prior to or after  September 30, 2005 and any Event of Default as a result
of the  occurrence  of any  "Default"  or "Event of  Default"  as such terms are
defined in the Senior


                                       3
<PAGE>

Unsecured  High Yield Note  Indenture  (other than the  November  Note  Interest
Payment Default which is the subject of the temporary waiver granted above under
Section 2.2 above).

            (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 Financial Covenant Defaults and, solely during
the Waiver Period,  the November Note Interest Payment Default,  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,  solely  during the Waiver  Period,  the  November  Note  Interest  Payment
Default,  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 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) In order to induce GE  Capital to grant the  limited  waivers of
the  Specified  Defaults  provided  for in  Sections  2.1 and 2.2  above and to,
subject to the terms and conditions of this Agreement,  the Credit Agreement and
the other Loan  Documents,  continue to make Loans to the Borrowers  despite the
occurrence of the Specified Defaults, Borrowers shall have paid to GE Capital in
immediately  available  funds a waiver fee in the amount of $500,000,  which fee
shall be fully  earned  and  non-refundable  when paid (the  "Waiver  Fee").  GE
Capital hereby agrees that if within one year after the date of this  Agreement,
GE Capital as sole arranger  provides a credit facility to the Borrowers,  which
credit  facility  replaces or refinances in full or in part the credit  facility
evidenced by the Credit  Agreement (any such  replacement or refinancing  credit
facility,  referred to herein as a  "Replacement  Facility"),  GE Capital  shall
credit toward the payment of any closing fees payable by Borrowers to GE Capital
in  respect  of such  Replacement  Facility  up to  $200,000  of the  Waiver Fee
received by GE Capital.

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 limited 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).


                                       4
<PAGE>

SECTION 5. COVENANTS

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

      (a)  The  parties   hereto   acknowledge,   confirm  and  agree  that  any
misrepresentation  by any Credit Party in, or any failure of any Credit Party to
comply with the covenants, conditions and agreements contained in this Agreement
shall constitute an immediate Event of Default under the Credit Agreement;

      (b) In  addition  to and not in  limitation  of any of the  provisions  of
Section  6.16 of the Credit  Agreement,  Borrowers  hereby agree that they shall
not,  and shall not cause or permit any  Subsidiary  thereof to,  accumulate  or
maintain cash in any  disbursement  accounts,  payroll accounts or other deposit
accounts as of any date of determination in excess of checks outstanding against
such  accounts as of that date and amounts  necessary  to meet  minimum  balance
requirements; and

      (c) Borrowers  agree that, in addition to the  circumstances  set forth in
Section  2.7(c) of the Credit  Agreement,  the  circumstances  set forth in this
Section  5.1(c) shall give rise to a prepayment  fee under Section 2.7(c) of the
Credit  Agreement.  If at any time  after  the date  hereof,  without  the prior
written  consent  of GE  Capital,  either (i) any Credit  Party  (including  any
successor entity or debtor in possession)  grants, or pursuant to applicable law
or the order of a court of law or equity, is deemed to have granted or provided,
a Lien on any of the  Collateral  in favor of any Person (other than GE Capital)
that  lends  money to any of the  Credit  Parties  and such Lien or any  portion
thereof is senior in  priority  to the Lien  granted in favor of the Agent under
the Loan Documents on any  Collateral,  or (ii) any Credit Party  (including any
successor entity or debtor in possession)  grants, or pursuant to applicable law
or the order of a court of law or equity, is deemed to have granted or provided,
a Lien on any assets of any Credit Party (other than Collateral) that are of the
same or similar  type or class of assets as the assets  constituting  Collateral
from time to time in favor of any  Person  (other  than GE  Capital)  that lends
money to any of the Credit Parties,  then in each such case, the Borrowers shall
pay to Agent,  for the  ratable  benefit of Lenders as  liquidated  damages  and
compensation  for the costs of being prepared to make funds  available under the
Credit  Agreement,  a  prepayment  fee in an  amount  equal  to  the  Applicable
Percentage  multiplied  by an  amount  equal  to (x) the  entire  amount  of the
Revolving  Credit  Commitment  then in  effect  or (y) if the  Revolving  Credit
Commitment  has  terminated,  an amount  equal to the  entire  Revolving  Credit
Commitment in effect  immediately  prior to giving  effect to such  termination.
Nothing  herein is intended to require  borrower to pay more than one prepayment
fee, and upon  indefeasible  payment in full to GE Capital of any prepayment fee
under this Section  5.1(c),  Borrowers shall not be obligated to pay any further
prepayment  fee under Section 2.7(c) of the Credit  Agreement  and,  conversely,
upon  indefeasible  payment in full to GE Capital  of any  prepayment  fee under
Section 2.7(c) of the Credit Agreement,  Borrowers shall not be obligated to pay
any further prepayment fee under this Section 5.1(c) of the Credit Agreement.


                                       5
<PAGE>

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.

      (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


                                       6
<PAGE>

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]


                                       7
<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>

                            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 7th day of November, 2005.

                                      CURATIVE HEALTH SERVICES III CO.


                                      By:
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                                      Name:
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                                      Title:
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                                      Date:
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