THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Curative Health Services (CURE)

4/28/2005 Proxy Information

In December 2001 and January 2002, in order to encourage the executive officers of the Company to increase their equity stake in the Company, the Board of Directors offered to accelerate the exercisability of certain options held by executive officers (provided that the underlying shares could not be sold until such time, if any, as the option would have become exercisable under its original terms) and to provide the directors and officers with loans to cover 80% of the aggregate exercise price of any options they elected to exercise. Under this program, in December 2001 Mr. Maudlin borrowed $133,683. In 2002, Dr. Auerbach borrowed $77,495, Mr. Prior borrowed $600,870, Mr. Tella borrowed $489,958, Ms. Lanis borrowed $78,200 and Mr. Axmacher borrowed $103,795 to fund 80% of the exercise price of certain options. All of these loans bore interest at an annual rate of 2.46% and matured three years from the date of origination, provided that, to the extent that any of the shares acquired pursuant to the exercise of the related option were sold, the proceeds of that sale must be used to repay the principal and interest due on the loan. As of March 1, 2005, all of such loans had been repaid in full.

In connection with the acquisition by the Company of all of the outstanding stock of Critical Care Systems, Inc. in April 2004 (the "Acquisition"), the Company made certain purchase price payments to the stockholders of Critical Care Systems, Inc., and also paid a portion of the purchase price into an escrow account, to be released to the such stockholders, subject to certain net working capital purchase price adjustment and indemnification obligations of such stockholders, all pursuant to the Stock Purchase Agreement entered into among the Company, Critical Care Systems, Inc. and such stockholders. Mr. McConnell and Mr. Vollmer were stockholders of Critical Care Systems, Inc. and Mr. Walk held an interest in Inland Solutions LLC, which was also a stockholder of Critical Care Systems, Inc. In connection with the closing of the Acquisition, in April 2004 Mr. McConnell received $6,524,964.00, Mr. Vollmer received $284,323.00, and Mr. Walk received $698,554.00 as purchase price payments. In connection with the release of the net working capital purchase price adjustment escrow, in or about August 2004 Mr. McConnell received $223,483.02, Mr. Walk received $32,459.54 and Mr. Vollmer received $13,211.56. In addition, Mr. McConnell will be entitled to receive approximately an additional $688,063.50, Mr. Vollmer will be entitled to receive approximately an additional $40,676.00, and Mr. Walk will be entitled to receive approximately an additional $99,937.00, in each case with related interest thereon, in or about October, 2005, representing their respective portions of the purchase price payments put into escrow, subject to certain indemnification obligations.

In connection with the Transition Agreement entered into with Mr. Feshbach, the Company agreed to allow him to use the Company's offices located in Woodside, California through February, 2005. Effective March 2005, the Company entered into a Sublease Agreement with Mr. Feshbach covering approximately 1,010 square feet at such premises for a month to month term, terminating upon the earlier of 30 days written notice by either party or July 31, 2007. The monthly rental payments under the Sublease Agreement are $4,072.70, and management believes that such amount is at fair market value.

4/30/2004 Proxy Information

In December 2001 and January 2002, in order to encourage the executive officers of the Company to increase their equity stake in the Company, the Board of Directors offered to accelerate the exercisability of certain options held by executive officers (provided that the underlying shares could not be sold until such time, if any, as the option would have become exercisable under its original terms) and to provide the directors and officers with loans to cover 80% of the aggregate exercise price of any options they elected to exercise. Under this program, in December 2001. Mr. Maudlin borrowed $133,683. In 2002, Dr. Auerbach borrowed $77,495, Mr. Prior borrowed $600,870, Mr. Tella borrowed $489,958, Ms. Lanis borrowed $78,200 and Mr. Axmacher borrowed $103,795 to fund 80% of the exercise price of certain options. All of these loans bear interest at an annual rate of 2.46% and mature three years from the date of origination, provided that, to the extent that any of the shares acquired pursuant to the exercise of the related option are sold, the proceeds of that sale must be used to repay the principal and interest due on the loan. In 2003, Dr. Auerbach repaid $18,292 of his $77,495 loan, leaving a balance of $59,203, and Mr. Tella repaid $103,562 of his $489,958 loan, leaving a balance of $386,396.

Mr. Maudlin served as Secretary of Curative Health Services, Inc. from November 1984 to December 1990 and President from October 1985 through December 1986.

4/29/2003 Proxy Information

In December 2001 and January 2002, in order to encourage the executive officers of the Company to increase their equity stake in the Company, the Board of Directors offered to accelerate the exercisability of certain options held by executive officers (provided that the underlying shares could not be sold until such time, if any, as the option would have become exercisable under its original terms) and to provide the directors and officers with loans to cover 80% of the aggregate exercise price of any options they elected to exercise. Under this program, in December 2001 Mr. Blackford borrowed $354,000 and Mr. Maudlin borrowed $133,683. In 2002, Mr. Blackford borrowed an additional $708,000, Dr. Auerbach borrowed $77,495, Mr. Prior borrowed $600,870, Mr. Tella borrowed $489,958, Ms. Lanis borrowed $78,200, Mr. McKinley borrowed $245,345, Mr. Axmacher borrowed $103,795 and Mr. Leiker borrowed $303,997 to fund 80% of the exercise price of certain options. All of these loans bear interest at an annual rate of 2.46% and mature three years from the date of origination, provided that, to the extent that any of the shares acquired pursuant to the exercise of the related option are sold, the proceeds of that sale must be used to repay the principal and interest due on the loan. Except for the loan to Mr. Leiker which was repaid in January 2003, none of these loans has been repaid.