Exhibit 10.2

[EXECUTION COPY]

NONCOMPETITION AGREEMENT

THIS NONCOMPETITION AGREEMENT (this “Agreement”) dated as of April 23_, 2004, between Paul McConnell, a resident of the Commonwealth of Massachusetts (“Seller”), and Curative Health Services, Inc., a Minnesota corporation (“Buyer”).

WHEREAS , Seller is a shareholder of Critical Care Systems, Inc., a Delaware corporation (the “Company”); and

WHEREAS , Buyer has entered into an agreement with Seller and certain other persons, dated February 24, 2004 (the “Purchase Agreement”), pursuant to which Buyer will acquire all of the issued and outstanding shares of capital stock of the Company (the “Shares”) from Seller and the other shareholders of the Company listed on Schedule 1 to the Purchase Agreement ; and

WHEREAS , the Buyer is unwilling to proceed with the purchase of the Shares unless Seller agrees to refrain from engaging in any activities that are in competition with the activities being carried on by the Buyer, and it is a condition to the consummation of the transactions contemplated by the Purchase Agreement that the Buyer receive this Agreement from Seller.

NOW, THEREFORE , in consideration of the premises, the agreement of the Buyer to consummate the purchase of all Shares owned by Seller, the mutual agreements herein set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1.              Noncompetition Commitment .

(a)            Agreement Not to Compete .  Seller agrees that for a period of four (4) years commencing on the date of this Agreement (the “Restricted Period”), Seller shall not, directly or indirectly, through an Affiliate or otherwise, either for Seller’s own benefit or for the benefit of any other person, firm, corporation, governmental or private entity, or any other entity of any kind, without the prior written consent of the Buyer, which consent may be withheld by the Buyer in its sole discretion, compete in any manner or capacity (e.g., through any form of ownership or as an advisor, principal, agent, partner, officer, director, employee, employer, consultant, member of any association or otherwise) with the business of the Company as conducted prior to the date hereof, including without limitation (i) any business directly or indirectly engaged in the provision of drugs and/or biopharmaceuticals for delivery to or use in the home or physician offices, of infusible or injectable therapy products and services, including without limitation, anti-infectives, TPN (Total Parenteral Nutrition) therapy, hemophilia clotting factor products, IVIG (Immune Globulin) therapy, Oncolytics/Chemotherapy medications, products and/or supplies or other disease management programs relating thereto for the treatment of chronic and other conditions, including, but not limited to, autoimmune and immune deficiency conditions, hemophilia and blood diseases, hepatitis C, rheumatoid arthritis, Cancer and HIV (collectively, “Specialty Pharmacy Operations”), and (ii) clinical services, reimbursement services, delivery services and date supply services in connection with Specialty Pharmacy Operations (collectively, “Competitive Activities”).  Notwithstanding the foregoing, the provision of services as an employee of the Company, Buyer or their Affiliates shall not be considered a Competitive Activity.  For the purpose of this Agreement, “Affiliate” of a person or entity means any person or entity controlled by, controlling or under common control with such

person or entity, or any member of the immediate family, including parents, spouse, children or siblings, of a person, provided , however , that Seller and the Company shall not be considered an Affiliate of each other.

(b)            Geographic Extent of Covenant .  The obligations of Seller under Section 1(a) shall apply in any state in which the Company is located, operates, provides or intents to provide products or services or does business in on the date hereof.  Seller hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 1 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Buyer including, without limitation, the ability of the Buyer to realize the benefit of its bargain and enjoy the goodwill of the Company.

(c)            Limitation on Covenant .  Ownership by Seller, as a passive investment, of less than 3% of the outstanding shares of capital stock of any corporation listed on a national securities exchange or publicly traded on any nationally recognized over-the-counter market shall not constitute a breach of this Section 1.

(d)            Indirect Competition .  Seller further agrees that during the term of this Agreement Seller will not, directly or indirectly, assist or encourage any other person in carrying out, directly or indirectly, any activity that would be prohibited by the foregoing provisions of this Section 1 if such activity were carried out by Seller, either directly or indirectly.  In particular, Seller agrees that Seller will not, directly or indirectly, induce any employee of the Buyer, its Affiliates or the Company to carry out, directly or indirectly, any such activity.

(e)            Noncompete Period Under the Employment Agreement .  The Buyer and Seller have entered into a certain Employment Agreement (the “Employment Agreement”), dated April 23, 2004, which Employment Agreement contains separate noncompete provisions.  The parties hereto agree that, should the noncompete provisions of this Agreement and of the Employment Agreement ever be simultaneously applicable to Seller, the period during which Seller shall be restricted from competing with the Buyer, its Affiliates and the Company shall be the later to expire of (i) the Restricted Period or (ii) the period during which Seller is restricted from competing under the Employment Agreement.

2.              Nonsolicitation .  During the Restricted Period, Seller shall not, directly or indirectly, through an Affiliate or otherwise, either for Seller’s own benefit or for the benefit of any other person, firm, corporation, governmental or private entity, or any other entity of any kind, without the prior written consent of the Buyer, which consent may be withheld by the Buyer in its sole discretion, (i) solicit, or attempt to solicit any officer, director, employee, consultant, contractor, agent, lessor, lessee, licensor, licensee, supplier of the Buyer, its Affiliates or the Company, to terminate, alter or lessen that party’s affiliation with the Buyer, its Affiliates or the Company, or to violate the terms of any agreement or understanding between such employee, consultant, contractor or other person and the Buyer, its Affiliates or the Company, or (ii) employ any person who as of the date of this Agreement is, or during the Restricted Period is or was (other than any person who shall have responded to an advertisement or other general solicitation during the Restricted Period), an employee of the Buyer, its Affiliates or the Company or (iii) solicit, divert, appropriate or induce or attempt to solicit, divert, appropriate or induce, directly or indirectly, any customer, supplier, distributor, licensee or other business relation of the Buyer, its Affiliates or the Company to cease doing business with the Buyer, its

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Affiliates or the Company, or in any way interfere with the relationship between any such customer, supplier, distributor, licensee or business relation and the Buyer, its Affiliates or the Company.

3.              Nondisparagement .  For a period of four (4) years, from the date of t