CURATIVE HEALTH SERVICES INC
SWAP AGREEMENT_EX10.4
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>swap_ex10-4.txt
<DESCRIPTION>SWAP AGREEMENT_EX10.4
<TEXT>
                                                                    Exhibit 10.4

VIA FAX
May 3, 2004

Thomas Axmacher
Executive V.P. Finance and Chief Financial Officer
Curative Health Services, Inc.
150 Motor Parkway
Hauppauge, NY 11788
PHONE: (631) 232-7015
FAX: (631) 232-9323

Re: USD 90,000,000 Interest Rate Swap #CLVSWP00000000

Dear Mr. Axmacher:

The purpose of this letter is to confirm the terms and conditions of the Swap
Transaction entered into between National City Bank and Curative Health
Services, Inc. (the "Counterparty") on the Trade Date specified below (the "Swap
Transaction"). This letter agreement constitutes a "Confirmation" as referred to
in the Swap Agreement specified below.

The definitions and provisions contained in the 2000 ISDA Definitions (the
"Definitions") and the 1992 ISDA Master Agreement (as published by the
International Swap Dealers Association, Inc.) (the "Master Agreement") are
incorporated into this Confirmation. In the event of any inconsistency between
this Confirmation and the Definitions or the Swap Agreement, this Confirmation
will govern.

1.    If you and we are parties to a Master Agreement and National City Bank
      Schedule to the Master Agreement that set forth the general terms and
      conditions applicable to Swap Transactions between us (a "Swap
      Agreement"), this Confirmation supplements, forms a part of and is subject
      to, such Swap Agreement. If you and we are not yet parties to a Swap
      Agreement, this Confirmation will supplement, form a part of, and be
      subject to, the Swap Agreement upon its execution and delivery by you and
      us. All provisions contained or incorporated by reference in such Swap
      Agreement shall govern this Confirmation except as expressly modified
      below. Until a Swap Agreement has been executed, this Confirmation will
      itself evidence a complete and binding agreement between you and us as to
      the terms and conditions of the Swap Transaction to which this
      Confirmation relates.

      This Confirmation will be governed by and construed in accordance with the
      laws of the State of New York, without reference to choice of law
      doctrine, provided that this provision will be superseded by any choice of
      law provision in the Swap Agreement.

2.    This Confirmation constitutes a Swap Transaction under the Swap Agreement
      and the terms of the Swap Transaction to which this Confirmation relates
      are as follows:

         Notional Amount:                   USD 90,000,000.00

         Amortization Schedule:             Not applicable

<PAGE>

         Trade Date:                        May 3, 2004

         Effective Date:                    April 23, 2004

         Termination Date:                  May 2, 2011, subject to the
                                            "Optional Termination Date". Date
                                            subject to adjustment in accordance
                                            with the Modified Following Business
                                            Day Convention.

         Optional Termination Date:         National City Bank has the option to
                                            terminate the Swap effective May 1,
                                            2008 through May 1, 2011. If
                                            National City Bank exercises its
                                            option, the Termination Date of the
                                            Swap becomes 35 days after the
                                            Swaption exercise. The option is
                                            outlined under "Option Period".

Fixed Amounts:

         Fixed Rate Payer:                  National City Bank

         Fixed Rate:                        10.75%

         Fixed Rate Day
         Count Fraction:                    30/360

         Fixed Rate Payer
         Payment Dates:                     Semi-Annual, on the 1st day of May
                                            and November, commencing on November
                                            1, 2004, through and including
                                            Termination Date. The first period
                                            is longer in duration than
                                            subsequent periods. Dates subject to
                                            adjustment in accordance with the
                                            Modified Following Business Day
                                            Convention.

Floating Amounts:

         Floating Rate Payer:               Curative Health Services, Inc.

         Floating Rate Option:              USD-LIBOR-BBA which means LIBOR, as
                                            determined two (2) London Banking
                                            Days preceding the Reset Dates, as
                                            published on page 3750 on TELERATE,
                                            as of 11:00 a.m., London time.

         Designated Maturity:               6 Month LIBOR

         Floating Rate Day
         Count Fraction:                    Actual/360

         Floating Rate for
         initial Calculation Period:        TO BE DETERMINED

                                       2
<PAGE>

         Floating Rate Option Reset Dates:  Last day of each Calculation Period
                                            starting on November 1, 2004. Dates
                                            subject to adjustment in accordance
                                            with the Modified Following Business
                                            Day Convention.

         Floating Rate Payer
         Payment Dates:                     Semi-Annual, on the 1st day of May
                                            and November, commencing on November
                                            1, 2004, through and including
                                            Termination Date. The first period
                                            is longer in duration than
                                            subsequent periods. Dates subject to
                                            adjustment in accordance with the
                                            Modified Following Business Day
                                            Convention.

         Compounding:                       Not applicable

         Spread:                            6.3575% (subject to adjustment in
                                            accordance with the provisions of
                                            this Confirmation)

         Calculation Agent:                 National City Bank

         Business Days:                     New York City, London

         Payment Instructions:              National City Bank will make
                                            payments to Curative Health
                                            Services, Inc. by wire to Wells
                                            Fargo Bank.

                                            Curative Health Services, Inc. will
                                            make payments to National City Bank
                                            by wire transfer to Attention:
                                            Investment Operations, Swap Desk.

Option Period:

         Swaption Buyer:                    National City Bank

         Swaption Seller:                   Curative Health Services, Inc.

<TABLE>
<CAPTION>
         Swaption Effective Date            Swaption Expiration Date   Premium Payment
         -----------------------            ------------------------   ---------------
<S>                                         <C>                        <C>
         May 1, 2008                        April 30, 2009             USD 4,837,500.00
         May 1, 2009                        April 30, 2010             USD 2,419,200.00
         May 1, 2010                        April 30, 2011             USD 0.00
</TABLE>

         Payer of Premium Payment
         if Swaption is exercised:          National City Bank

         Option Exercise Style:             American Option

         Exercise Period:                   Any day between the Swaption
                                            Effective Date and Swaption
                                            Expiration Date on a Business Day
                                            prior to 3:00 p.m. (New York time).

         Exercise Terms:                    Oral notice, followed by written
                                            confirmation.


                                       3
<PAGE>

3.    For the purpose of this Confirmation, the following terms will have the
      meanings indicated:

      "Adjusted Exposure Level" means USD 4,000,000.

      "Buydown Amount" means the difference between (a) the Subject Swap
      Exposure and (b) the Adjusted Exposure Level.

      "Floating Spread" means the Spread then in effect in the Confirmation
      relating to this SwapTransaction.

      "Payment Date" means the later of (a) the second Business Day following
      the date on which the Counterparty is deemed to have received notice from
      National City Bank as to the payment of a Buydown Amount, or (b) the date
      specified below under the section entitled "Dispute Resolution".

      "Restated Floating Spread" means, for any Valuation Date and subject to
      the dispute resolution provisions set forth in this Confirmation, the
      revised Floating Spread amount for the Swap Transaction that would
      preserve the original economic value of the Swap Transaction, taking into
      account the payment of the applicable Buydown Amount (and any previous
      Buydown Amount), calculated as of the relevant Valuation Date.

      "Subject Swap Exposure" means for any Valuation Date and subject to the
      dispute resolution provisions set forth in this Confirmation, the amount,
      if any, that would be payable to National City Bank by the Counterparty
      (expressed as a positive number) pursuant to Section 6(e)(i)(4) of the
      Master Agreement as if this Swap Transaction were being terminated as of
      such Valuation Date; provided that such "Loss" will be calculated by
      National City Bank using its estimate of the mid-market value of the Swap
      transaction.

      "Valuation Date" means any Local Banking Day of each calendar month in
      each year as of which National City Bank determines, as described below,
      that a Buydown Amount is payable.

      "Valuation Notice" means the notice delivered by National City Bank to the
      Counterparty (telephonically and confirmed in writing) as to the Subject
      Swap Exposure, Buydown Amount and Restated Floating Spread calculated by
      National City Bank for a Valuation Date.

4.    Recouponing:

      In the event that National City Bank determines on any Valuation Date that
      the Subject Swap Exposure exceeds USD 6,000,000, then National City Bank
      shall request in writing to the Counterparty that this Swap Transaction be
      adjusted to reduce the Subject Swap Exposure by (i) amending the
      Confirmation, as of the Payment Date, to the applicable Restated Floating
      Spread and (ii) the Counterparty making payment to National City Bank of
      the Buydown Amount as determined as of such Valuation Date prior to giving
      effect to any amendment referred to in the immediately preceding clause
      (i) on the Payment Date.

      National City Bank shall make any such determination based upon National
      City Bank's calculation of the Subject Swap Exposure as of the close of
      business on the Local Banking Day immediately preceding the relevant
      Valuation Date. On the Valuation Date, National City Bank shall notify the
      Counterparty telephonically (which notice shall be confirmed in writing)
      no later than 2:00 p.m. (New York time) of the applicable Subject Swap
      Exposure, Buydown Amount and Restated Floating Spread. If National City
      Bank notifies the Counterparty after 2 p.m. (New York time) on the
      Valuation Date, the Counterparty will be deemed to have received such
      notice as of the next Local Banking Day.


                                       4
<PAGE>

      National City Bank shall prepare and forward to the Counterparty for its
      execution a new Confirmation backdated to the last Payment Date reflecting
      the Restated Floating Spread for the Transaction. If the Counterparty is
      required to make a payment to National City Bank, it will transfer an
      amount in US Dollars in same day funds to the account of National City
      Bank specified in this Confirmation on the Payment Date necessary to
      reduce the calculated Subject Swap Exposure (calculated as of the
      Valuation Date) by an amount that will reduce the Subject Swap Exposure
      after giving effect to such payment to an amount equal to or less than the
      Adjusted Exposure Level.

      All calculations and determinations to be made by National City Bank under
      this Transaction will be made in good faith and in a commercially
      reasonable manner.

5.    Dispute Resolution:

      If the Counterparty objects to any calculation made by National City Bank,
      the Counterparty may dispute such calculation by delivering written notice
      of such dispute to National City Bank no later than 4:00 p.m. (New York
      time) on the date on which the Counterparty is deemed to have received the
      relevant Valuation Notice. In such event, the parties shall negotiate in
      good faith to resolve such dispute as promptly as practicable. If they
      cannot do so by 12:00 noon (New York time) on the first Local Banking Day
      following the day that such notice of dispute is received by National City
      Bank, then National City Bank will recalculate the Subject Swap Exposure
      (and the resulting Buydown Amount and Restated Floating Spread, as may be
      applicable) (collectively, the "Applicable Calculations") by polling three
      independent Reference Market-makers for their respective calculations of
      the Applicable Calculations as of the Valuation Date and taking the
      arithmetic average of those obtained; provided that if three such
      calculations are not available with respect to the Applicable
      Calculations, then fewer than three calculations may be used; and if no
      calculations are available for the Applicable Calculations, then National
      City Bank's original calculation will be used. National City Bank and the
      Counterparty agree that National City Bank shall in no event be required
      to continue to attempt a recalculation pursuant hereto by means of polling
      Reference Market-maker after 12:00 noon (New York time) on the Local
      Banking Day that is two Local Banking Days after the date on which the
      Counterparty notifies National City Bank of the dispute (the "Dispute
      Resolution Date"). National City Bank will notify the Counterparty of the
      recalculation of the disputed Subject Swap Exposure, and any resulting
      adjustments (such disputed Subject Swap Exposure, as adjusted pursuant
      hereto, the "Adjusted Subject Swap Exposure"). If such notice is given
      prior to 2:00pm, New York time, on the Dispute Resolution Date, the
      Counterparty shall transfer the Buydown Amount (calculated as if the
      Adjusted Subject Swap Exposure is the Subject Swap Exposure), if any, by
      6:30pm, New York time, on such Dispute Resolution Date. If such notice is
      given after 2:00pm, New York time on the Dispute Resolution Date, the
      Counterparty shall transfer the Adjusted Calculation Amount, if any, by
      6:30pm, New York time, on Local Banking Day next succeeding the date on
      which such notice is given.


                                       5
<PAGE>

6.    Additional Covenants.

      Counterparty hereby covenants and agrees to give National City Bank at
      least 30 days prior written notice of any proposed termination of the
      revolving loan commitments under the Credit Agreement (as such term is
      defined in the swap schedule executed in connection with the Swap
      Agreement) and the failure to timely give such notice shall constitute an
      Event of Default under the Swap Agreement.

      Please confirm your acceptance of the above terms by executing this letter
      agreement.

      FOR: NATIONAL CITY BANK          FOR: CURATIVE HEALTH
                                            SERVICES, INC.


      BY: /s/ J. Andrew Dunham          BY: /s/ Thomas Axmacher
          ------------------------          -------------------------
          J. Andrew Dunham                  Thomas Axmacher
          Sr. Vice President                Executive V.P. Finance and Chief
                                            Financial Officer

      If you have any questions pertaining to this confirmation, please phone
      Derek Svoren at (216) 222-9987.

      Transaction introduced
      by NatCity Investments Inc.


                                       6
<PAGE>

                                    SCHEDULE
                                     to the
                                Master Agreement
                             dated as of May 3, 2004

   Between National City Bank ("Party A") and Curative Health Services, Inc..
                                  ("Party B").

                                     PART 1
                             Termination Provisions

(a)   "Specified Entity" means in relation to Party A for the purpose of:

      Section 5(a)(v), None
      Section 5(a)(vi), None
      Section 5(a)(vii), None
      Section 5(b)(ii), None

      in relation to Party B for the purpose of:

      Section 5(a)(v), None
      Section 5(a)(vi), None
      Section 5(a)(vii), None
      Section 5(b)(ii), None

(b)   "Specified Transaction" will have the meaning specified in Section 12 of
      this Agreement.

(c)   The "Cross Default" provisions of Section 5(a)(vi) will apply to Party A
      and Party B, but shall exclude any payment default that results solely
      from wire transfer difficulties or an error or omission of an
      administrative or operational nature (so long as sufficient funds are
      available to the relevant party on the relevant date) but only if payment
      is made within three business days after such transfer difficulties have
      been corrected or the error or omission has been discovered.
      Notwithstanding the foregoing, the occurrence of any Event of Default
      under the Credit Agreement (as defined below) shall not constitute a Cross
      Default hereunder unless (i) the requisite lenders and/or agent under the
      Credit Agreement have notified Party A in writing that they will not grant
      a waiver of such Event of Default, or (ii) the maturity date of any of the
      indebtedness or any other obligations of Party B under the Credit
      Agreement has been accelerated following the occurrence of an Event of
      Default (as defined in the Credit Agreement) pursuant to the terms of the
      Credit Agreement. As used herein, the term "Credit Agreement" means that
      certain Amended and Restated Credit Agreement dated as of April 23, 2004,
      by and among Party B, as Borrower and Borrower Representative, the
      Borrowers signatory thereto, the Lenders party thereto from time to time
      and GECC Capital Markets Group, Inc, as Lead Arranger and General Electric
      Capital Corporation, as Agent, as amended by that certain First Amendment
      to Amended and Restated Credit Agreement and Collateral Documents dated as
      of May 3, 2004, among Party B, certain subsidiaries of Party B and General
      Electric Capital Corporation, a Delaware corporation ("GECC") (as so
      amended and as the same may be further amended, restated, extended,
      supplemented or otherwise modified in writing from time to time).

(d)   "Specified Indebtedness" will have the meaning specified in Section 12 of
      this Agreement.

(e)   "Threshold Amount" means:
      for Party A:  $10,000,000 (Ten Million Dollars).
      for Party B:  $1,000,000 (One Million Dollars).


                                       7
<PAGE>

(f)   "Risk Participation Agreement" means that certain Risk Participation
      Agreement dated as of May 3, 2004 between National City Bank and General
      Electric Capital Corporation, as amended, restated, supplemented or
      otherwise modified from time to time.

(g)   The "Credit Event Upon Merger" provisions of Section 5(b)(ii) will apply
      to Party A or Party B.

(h)   Additional Termination Event will apply. The following shall constitute an
      Additional Termination Event: (i) If GECC (1) is dissolved (other than
      pursuant to a consolidation, amalgamation or merger); (2) becomes
      insolvent or is unable to pay its debts or fails or admits in writing its
      inability generally to pay its debts as they become due; (3) makes a
      general assignment, arrangement or composition with or for the benefit of
      its creditors; (4) institutes or has instituted against it a proceeding
      seeking a judgment of insolvency or bankruptcy or any other relief under
      any bankruptcy or insolvency law or other similar law affecting creditors'
      rights, or a petition is presented for its winding-up or liquidation, and
      in the case of any such proceeding or petition instituted or presented
      against it, such proceeding or petition (A) results in a judgment of
      insolvency or bankruptcy or the entry of an order for relief or the making
      of any order for its winding-up or liquidation or (B) is not dismissed,
      discharged, stayed or restrained in each case within 30 days of the
      institution or presentation thereof; (5) has a resolution passed for its
      winding-up, official management or liquidation (other than pursuant to a
      consolidation, amalgamation or merger); (6) seeks or becomes subject to
      the appointment of an administrator, provisional liquidator, conservator,
      receiver, trustee, custodian or other similar official for it or for all
      or substantially all of its assets; (7) has a secured party take
      possession of all or substantially all of its assets or has a distress,
      execution, attachment, sequestration or other legal process levied,
      enforced or sued on or against all or substantially all of its assets and
      such secured party maintains possession, or any such process is not
      dismissed, discharged, stayed or restrained, in each case within 30 days
      thereafter; (8) causes or is subject to any event with respect to it
      which, under the applicable laws of any jurisdiction, has an analogous
      effect to any of the events specified in clauses (1) to (7) (inclusive);
      or (9) takes any action in furtherance of, or indicating its consent to,
      approval of, or acquiescence in, any of the foregoing acts; or (ii) GECC
      consolidates or amalgamates with, or merges with or into, or transfers all
      or substantially all of its assets to, another entity and GECC is not the
      survivor (in the case of such merger, consolidation or amalgamation, as
      applicable) and at the time of such consolidation, amalgamation, merger or
      transfer, the resulting, surviving or transferee entity fails to assume
      all of the obligations of GECC between GECC and National City Bank related
      to this Schedule or the Master Agreement by operation of law or pursuant
      to an agreement reasonably satisfactory to National City Bank; or (iii) if
      Standard & Poor's Ratings Services, a division of The McGraw Hill
      Companies, Inc. (or any successor or assignee in the business of rating
      securities) or Moody's Investors Service, Inc. (or any successor or
      assignee in the business of rating securities) shall at any time rate
      GECC's senior, unsecured, long term, non credit enhanced debt for borrowed
      money below BBB-/Baa3, as applicable; or (iv) if at any time for any
      reason the Credit Agreement is terminated; or (v) Party B fails at any
      time to give 30 days prior written notice to Party A of its intention to
      repay the loans and/or other extensions of credit under the Credit
      Agreement and to terminate the commitments of the lenders under the Credit
      Agreement in connection therewith as required pursuant to Section 6 of the
      related swap Confirmation; or (vi) if the Risk Participation Agreement at
      any time ceases to be effective or terminates in accordance with its
      terms, provided, however, that none of the events described in subclauses
      (ii) through (vi) of this paragraph (h) shall be deemed to be an
      Additional Termination Event hereunder if on or prior to the occurrence of
      such event (x) Party A has, in its commercially reasonable credit
      judgment, agreed to continue under this Agreement with Party B and (y) if
      Party A requires, Party B has pledged to Party A cash collateral or other
      credit support in an amount satisfactory to Party A in its commercially
      reasonable credit judgment pursuant to a credit support annex that Party B
      has duly executed and delivered to Party A and such credit support annex
      is in form and substance satisfactory to Party A in its commercially
      reasonable credit judgment.


                                       8
<PAGE>

In addition to and not in limitation of any event that constitutes an "Automatic
Early Termination" under this Schedule or the Master Agreement, the occurrence
of (a) any of the events described in clauses (iv) through (vi) above in
paragraph (h), or (b) the occurrence of any Event of Default under the Credit
Agreement if (i) the requisite lenders and/or agent under the Credit Agreement
have notified Party A in writing that they will not grant a waiver of such Event
of Default, or (ii) the maturity date of any of the indebtedness or any other
obligations of Party B under the Credit Agreement has been accelerated following
the occurrence of an Event of Default (as defined in the Credit Agreement)
pursuant to the terms of the Credit Agreement, in each case shall constitute an
"Automatic Early Termination" under this Schedule and the Master Agreement
unless all of the conditions in the immediately preceding clauses (x)and (y)
have been satisfied, and upon the occurrence of such events, an Early
Termination Date in respect of all outstanding Transactions will occur
immediately with respect to Party B.

              For the purposes of the foregoing Termination Event, the
              Affected Party or Affected Parties shall be - Parties A and B.

The new language in effect applies the Bankruptcy (ss.5(a)(vii)), Merger Without
Assumption (ss.5(a)(viii)) and Default under Specific Transaction (ss.5(a)(v))
Default and Termination sections of the Master Agreement to GECC and authorizes
the Early Termination of the Transaction pursuant to Section 6 of the Master
Agreement.

(i)   Payments on Early Termination. For the purpose of Section 6(e) of this
      Agreement:

      (i)   Market Quotation will apply

      (ii)  The Second Method will apply.

                                     PART 2
                         Agreement to Deliver Documents

For the purpose of Section 4(a) of this Agreement, Party B agrees to deliver the
following documents:

(a)   A certificate of an authorized officer of Party B evidencing the necessary
      corporate authorizations, resolutions and approvals with respect to the
      execution, delivery and performance of this Agreement and certifying the
      names, true signatures and authority of the officer(s) signing this
      Agreement and executing Transactions thereunder.

(b)   Quarterly and annual financial statements when requested by Party A.

                                     PART 3
                                  Miscellaneous

(a)   Addresses for Notices. For the purpose of Section 10(a) of this Agreement:

      Address for notices or communications to Party A:

      Address:          1900 East Ninth Street, Cleveland, Ohio 44114
      Attention:        Investment Operations- Derivative Desk  LOC 2217
      Facsimile No.:    (216) 420-9514   Telephone No.:  (216) 222-8505

      Address for notices or communications to Party B:

      Address:          150 Motor Parkway, Hauppauge,  NY 11788
      Attention:        Thomas Axmacher, Chief Financial Officer
      Facsimile No.:    (631) 232-7015   Telephone No.:(631) 232-9323

(b)   Calculation Agent. The Calculation Agent is Party A.


                                       9
<PAGE>

(c)   Credit Support Document. None

(d)   Credit Support Provider. None

(e)   Governing Law. This Agreement will be governed by and construed in
      accordance with the laws of the State of New York, without reference to
      choice of law doctrine.

(f)   Definitions. Section 12 is modified as follows:

             "(i) "Default Rate" means Prime + 1%."

(g)      Payments. Party A will make/receive payments to/from Party B by
         credit/debit to the account of Party B at Wells Fargo Bank (ABA#
         091000019) (Acct. # 00049904).

                                     PART 4
                                Other Provisions

Event of Default. Each Party agrees to notify the other party of the occurrence
of any Event of Default or Potential Event of Default immediately upon learning
of the occurrence thereof.

Right To Set-off. Section 6(f) is added to the Master Agreement reading as
follows:

      (f)   Set-off. Any amount (the "Early Termination Amount") payable to one
            party (the "Payee") by the other party (the "Payer") under Section
            6(e), in circumstances where there is a Defaulting Party or one
            Affected Party in the case where a Termination Event under Section
            5(b)(iii) has occurred, will, at the option of the party ("X") other
            than the Defaulting Party or the Affected Party (and without prior
            notice to the Defaulting Party or Affected Party), be reduced by its
            set-off against any amount(s) (the "Other Agreement Amount") payable
            (whether at such time or in the future or upon the occurrence of a
            contingency) by the Payee to the Payer under any other agreement(s)
            between the Payee and the Payer or instrument(s) or undertaking(s)
            issued or executed by one party to, or in favor of, the other party
            (and the Other Agreement Amount shall be discharged promptly and in
            all respects to the extent it is so set-off), X will give notice to
            the other party of any set-off effected under this Section 6(f).

            "If an obligation is unascertained, X may in good faith estimate
            that obligation and set-off in respect of the estimate, subject to
            the relevant party accounting to the other when the obligation is
            ascertained.

            "Nothing in this Section 6(f) shall be effective to create a charge
            or other security interest. This Section 6(f) shall be without
            prejudice and in addition to any right of set-off, combination of
            accounts, lien or other right to which any party is at any time
            otherwise entitled (whether by operation of law, contract or
            otherwise)."

Disclaimer: In entering into this agreement, Party B understands that there is
no assurance as to the direction in which interest rates in financial markets
may move in the future and that Party A makes no covenant, representation, or
warranty in this regard or in regard to the suitability of the terms of the
Agreement or any Transaction to the particular needs and financial situation of
Party B. Party B represents, which representation shall be deemed repeated with
respect to and at the time of each Transaction, that it has had the opportunity,
independently of Party A and Party A's affiliates, officers, employees, and
agents, to consult its own financial advisors and has determined that it is in
Party B's interest to enter into the Agreement and any Transaction.

Pari Passu: It is the intent of the parties hereto that the obligations arising
pursuant to the Transaction shall be treated pari passu with all senior
indebtedness, liabilities and obligations of each such party.

                            (Signature Page Follows)


                                       10
<PAGE>

NATIONAL CITY BANK

By:    J. Andrew Dunham                 /s/ J. Andrew Dunham
                                        -------------------------
                                            J. Andrew Dunham

Title: Senior Vice President

Date:

CURATIVE HEALTH SERVICES, INC.

By:    Thomas Axmacher                  /s/ Thomas Axmacher
                                        ------------------------
                                            Thomas Axmacher

Title: Executive V.P. Finance and Chief Financial Officer

Date:


                                       11

</TEXT>
</DOCUMENT>
