$185,000,000 Principal Amount

Curative Health Services, Inc.

10? % Senior Notes

due 2011

PURCHASE AGREEMENT

April 20, 2004

PURCHASE AGREEMENT

April 20, 2004

UBS SECURITIES LLC

299 Park Avenue

New York, New York  10171

as Initial Purchaser

Ladies and Gentlemen:

Curative Health Services, Inc., a Minnesota corporation, (the ?Company?), proposes to issue and sell to UBS Securities LLC (the ?Initial Purchaser?) $185,000,000 aggregate principal amount of its 10?% Senior Notes due 2011 (the ?Original Notes?).  The Company?s obligations under the Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the ?Guarantees?), on a senior basis, by each of the Subsidiaries (as defined herein) (collectively, the ?Guarantors,? and, together with the Company, the ?Issuers?).  The Original Notes (and any Exchange Notes (as defined herein) issued pursuant to the Registration Rights Agreement (as defined herein)) and the Guarantees are collectively referred to herein as the ?Securities.?  The Securities will be issued pursuant to an indenture (the ?Indenture?), to be dated as of the date of the time of purchase (as defined herein), by and among the Issuers and Wells Fargo Bank Minnesota, National Association, as trustee (the ?Trustee?).

The Securities are being issued in connection with the acquisition (the ?Acquisition?) by the Company of Critical Care Systems, Inc., a Delaware corporation (?CCS?), pursuant to a stock purchase agreement dated as of February 24, 2004 (the ?Stock Purchase Agreement?) by and among the Company, CCS and the selling stockholders named therein.  Upon the consummation of the Acquisition, CCS will be a wholly-owned subsidiary of the Company.  Additionally, in connection with the Acquisition, the Company is amending and restating the credit agreement dated as of June 9, 2003 (the ?Credit Agreement?) among the Company, the Subsidiaries and General Electric Capital (?GECC?).

The Securities will be offered without being registered under the Securities Act of 1933, as amended (the ?Securities Act?), to (i) ?qualified institutional buyers? in compliance with the exemption from registration provided by Rule 144A under the Securities Act (?Rule 144A?) and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act (?Regulation S?) in accordance with Regulations S.

The Initial Purchaser and its direct and indirect transferees will be entitled to the benefits of a Registration Rights Agreement to be entered into at or prior to the time of purchase among the Issuers and the Initial Purchaser (the ?Registration Rights Agreement?).

In connection with the sale of the Securities, the Issuers have prepared a preliminary offering memorandum (the ?Preliminary Memorandum?) and will prepare a final offering memorandum (the ?Final Memorandum? and, with the Preliminary Memorandum, each a ?Memorandum?) including or incorporating by reference a description of the terms of the Securities, the terms of the offering and a description of the Company.  As used herein, the term ?Memorandum? shall include in each case the documents incorporated by reference therein, if any.  The terms ?supplement?, ?amendment? and ?amend? as used herein with respect to a Memorandum shall include all documents deemed to be incorporated by reference in the Preliminary Memorandum or Final Memorandum, if any, including those documents of the Company that are filed, after the date of such Memorandum and prior to the completion of the offering contemplated thereby, with the Securities and Exchange Commission (the ?Commission?) pursuant to the Securities Exchange Act of 1934, as amended (the ?Exchange Act?).

This Agreement, the Original Notes, the Guarantees, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the ?Note Documents.?

At the time of purchase, CCS shall enter into a joinder agreement (the ?Joinder Agreement?) to this Agreement, substantially in the form of Exhibit A hereto, pursuant to which CCS will observe and perform all of the rights, obligations and liabilities of an Issuer as provided in this Agreement as if it were an original signatory hereto.

The Issuers and the Initial Purchaser agree as follows:

1.             Sale and Purchase:  Upon the basis of the warranties and representations and subject to the other terms and conditions herein set forth, the Company agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, $185,000,000 aggregate principal amount of Securities at a purchase price of 97% of the principal amount thereof.

2.             Payment and Delivery:  Payment of the purchase price for the Securities shall be made to the Company by Federal (same day) funds, against delivery of the Securities to you, at the offices of Bryan Cave LLP in New York, New York, or at such other place as may be agreed upon by the parties hereto, for the account of the Initial Purchaser.  Such payment and delivery shall be made at 10:00 A.M., New York time, on April 23, 2004 (unless another time shall be agreed to by you and the Company).  The time at which such payment and delivery are actually made is herein sometimes called the ?time of purchase.?

Certificates for the Securities shall be in definitive form or global form, as specified by you, and registered in the names and in such denominations as you shall request in writing not later than one (1) full business day prior to the time of purchase.  For the purpose of expediting the checking of the certificates for the Securities by you, the Company agrees to make such certificates available to you for such purpose at least one full business day preceding the time of purchase.

3.             Representations and Warranties of the Issuers:  The Issuers, jointly and severally, represent, warrant and covenant to the Initial Purchaser that:

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(a)           (i) Except as described in the Preliminary Memorandum and the Final Memorandum, each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in either Memorandum complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder applicable to such document; (ii) the Preliminary Memorandum, as of its date and as of the date of any amendment or supplement thereto did not, and as of the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the Final Memorandum, as of its date did not, as of the date hereof does not, and as may be further amended or supplemented will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this paragraph do not apply to statements or omissions in either Memorandum based upon information relating to the Initial Purchaser furnished to the Company in writing by or on behalf of the Initial Purchaser expressly for use therein;

(b)           As of the date of this Agreement, the Company has an authorized and outstanding capitalization as set forth in the Final Memorandum and, as of the time of purchase the Company shall have an authorized and outstanding capitalization as set forth in the Final Memorandum (subject, in each case, to the issuance of shares of common stock of the Company, par value $.01 per share (the ?Common Stock?), upon exercise of stock options and warrants, or conversion of convertible securities, disclosed as outstanding in the Final Memorandum (or in documents filed with the Commission by the Company under the Exchange Act) and the grant of options under existing stock option plans described in the Final Memorandum (or in documents filed with the Commission by the Company under the Exchange Act) or pursuant to and in connection with an offer of employment or retention of any prospective Company employee consistent with past practice); all of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable, have been issued in compliance, in all material respects, with all applicable federal and state securities laws and were not issued in violation of any preemptive rights, resale rights, rights of first refusal and similar rights;

(c)           The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Minnesota, with full corporate power and authority to own, lease and operate its properties and conduct its business as described in the Final Memorandum;

(d)           The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have a material adverse effect on the business, properties, financial condition, results of operation or prospects of the Company and the Subsidiaries taken as a whole (a ?Material Adverse Effect?), and each such jurisdiction is identified in Exhibit H hereto; and the

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Company is in compliance in all respects with the laws, orders, rules, regulations and directives issued or administered by such jurisdictions, except where the failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Effect;

(e)           The Company has no subsidiaries other than CHS Services, Inc., eBioCare.com Inc. (?eBioCare.com?), Hemophilia Access, Inc., Curative Pharmacy Services, Inc., Apex Therapeutic Care, Inc. (?Apex?), Infinity Infusion, LLC, Curative Health Services of New York, Inc., Infinity Infusion II, LLC, Infinity Infusion Care, Ltd. (?Infinity Infusion?), Optimal Care Plus, Inc., MedCare, Inc., Curative Health Services Co., Curative Health Services III Co., and, as of the time of purchase, CCS (collectively, the ?Subsidiaries?); the Company owns all of the issued and outstanding capital stock, or, if applicable, limited liability company or partnership interests, of each of the Subsidiaries; other than the capital stock of, and limited liability company and partnership interests in, the Subsidiaries, the Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, association or other entity, except as described in the Final Memorandum; complete and correct copies of the articles of incorporation and the bylaws of the Company and the respective charters, bylaws and other organizational documents of the Subsidiaries and all amendments thereto have been delivered to you, and no changes therein will be made subsequent to the date hereof and prior to the time of purchase; all of the outstanding shares of capital stock of, and limited liability company and partnership interests in, each of the Subsidiaries have been duly and validly authorized and issued, are fully paid and non-assessable and are owned, directly or indirectly, by the Company and, except as set forth in the Final Memorandum, are not subject to any security interests, other encumbrances or adverse claims; except as set forth in the Final Memorandum, no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock or ownership interests in the Subsidiaries are outstanding; and eBioCare, Apex, Infinity Infusion and, as of the time of purchase, CCS are the only Subsidiaries that constitute ?significant subsidiaries? within the meaning of Regulation S-X under the Exchange Act;

(f)            Each Subsidiary (including, as of the time of purchase, CCS), other than Infinity Infusion, (A) has been duly incorporated or formed and is validly existing as a corporation or, if applicable, limited liability company, in good standing under the laws of the jurisdiction of its incorporation or organization, with the corporate or, if applicable, limited liability company power, and authority to own, lease and operate its properties and to conduct its business as described in the Final Memorandum; and (B) except to the extent that the failure, individually or in the aggregate, to be so qualified or licensed or be in good standing would not have a Material Adverse Effect, is duly qualified or licensed to do business as a foreign corporation or, if applicable, limited liability company and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification or license (and each such jurisdiction is identified in Exhibit H hereto);

(g)           Infinity Infusion (A) is a limited partnership duly formed and validly existing under the laws of the State of Texas, in good standing in the State of Texas,

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with the requisite partnership power and authority to own, lease and operate its properties and conduct its business as described in the Final Memorandum; and (B) except where the failure to be so authorized or permitted would not, individually or in the aggregate, have a Material Adverse Effect, is duly authorized and permitted, under applicable law and its organizational documents, to do business in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such authority or permission (and each such jurisdiction is identified in Exhibit H hereto);

(h)           Neither the Company nor any of its Subsidiaries is in breach or violation of, or in default under (nor has any event occurred which with notice, lapse of time or both would result in any breach or violation of, or constitute a default under or give the holder of any indebtedness (or a person acting on such holder?s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (A) its respective charter or bylaws or other organizational documents or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect, any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties may be bound or affected, or under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Company or any of its Subsidiaries; and the execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Indenture and the Securities and consummation of the transactions contemplated hereby and thereby, including the issuance of the Securities, will not conflict with, result in any breach or violation of or constitute a default under (nor constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under or give the holder of any indebtedness (or a person acting on such holder?s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under), the articles of incorporation or bylaws of the Company or the charter, bylaws or other organizational documents of the Subsidiaries or, except as would not individually or in the aggregate have a Material Adverse Effect, under any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which any of them or any of their properties may be bound or affected, or under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Company or any of the Subsidiaries;

(i)            Each Issuer has all requisite corporate power and authority to execute, deliver and perform all of its obligations under the Note Documents to which it is a party and to consummate the transactions contemplated hereby;

(j)            The Indenture has been duly authorized by each Issuer and when duly executed and delivered by each of the Issuers and the other parties thereto will be a legal, valid and binding agreement of each such Issuer, enforceable against each such Issuer in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws

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