EX-10.2: AMENDED AND RESTATED PLEDGE AGREEMENT

Exhibit 10.2

AMENDED AND RESTATED PLEDGE AGREEMENT

          AMENDED AND RESTATED PLEDGE AGREEMENT dated as of November 1, 2007 (this “ Pledge Agreement ”) among BioScrip, Inc., a Delaware corporation (f/k/a MIM Corporation) (together with its corporate successors and assigns, “ BioScrip ”), Chronimed Inc., a Minnesota corporation (together with its corporate successors and assigns, “ Chronimed ”), each of the Borrowers under the LSA (as defined below) (the “ Borrowers ” and together with BioScrip and Chronimed, each a “ Grantor ” and collectively, the “ Grantors ”), and HFG HEALTHCO-4 LLC, a Delaware limited liability company (the “ Lender ”).

          The Borrowers and the Lender have entered into that certain Amended and Restated Loan and Security Agreement, dated as of September 26, 2007 (as amended, restated, modified or supplemented from time to time, the “ LSA ”; capitalized terms used herein and not defined herein shall have the meanings attributed thereto in the LSA).

          Each of BioScrip and Chronimed is benefiting from the transactions described in the LSA and is a beneficiary thereof and has entered into an Amended and Restated Guaranty (the “ Guaranty ”), pursuant to which it is jointly and severally guarantying the obligations of the Borrowers under the LSA.

          Each Grantor and the Lender would like to amend and restate the Pledge Agreement, dated as of December 29, 2006, among the Grantors (other than Chronimed) and the Lender (the “ Original Pledge Agreement ”) to, among other things, add Chronimed as a Grantor and restate the obligations being secured.

          It is a condition precedent to the effectiveness of the LSA and the making of any financial accommodations under the LSA that the Grantors execute and deliver a pledge agreement in the form hereof to secure the following (collectively, the “Obligations" ): (a) the payment in full of the Lender Debt under the LSA and (b) all obligations of each Grantor at any time and from time to time under this Pledge Agreement, including without limitation any and all reasonable costs and expenses (including reasonable counsel fees and expenses) paid or incurred in enforcing any rights under this Pledge Agreement.

          NOW, THEREFORE, the Grantors and the Lender hereby agree to amend and restate the Original Pledge Agreement as follows:

          1.  Pledge . As security for the payment and performance in full of the Obligations, each Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over, endorses over, and delivers unto the Lender, and grants to the Lender, for its own benefit, a security interest in (a) the shares of capital stock, limited liability company interests and membership interests listed in Schedule I annexed hereto next to such Grantor’s name (the “ Initial Pledged Equity ”), any additional shares of common stock, limited liability company interests and membership interests of the issuers listed in Schedule I annexed hereto obtained in the future by such Grantor and any capital stock, limited liability

company interests and membership interests of the issuers listed in Schedule I annexed hereto obtained in the future by such Grantor and any capital stock, limited liability company interests and membership interests in any entity acquired in the future by such Grantor (collectively, the Initial Pledged Equity together with all such additional shares pledged in the future, the “ Pledged Equity ”) and (b) subject to Section 5 below, all proceeds of the Pledged Equity, including, without limitation, all cash, securities or other property at any time and from time to time receivable or otherwise distributed in respect of or in exchange for any of or all such Pledged Equity (the items referred to in clauses (a) and (b) being collectively called the “ Collateral ”). Upon delivery to the Lender, any securities now or hereafter included in the Collateral including, without limitation, the Pledged Equity (the “ Pledged Securities ”) shall be accompanied by undated stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Lender. Each delivery of Pledged Securities shall be accompanied by a schedule showing a description of the securities theretofore and then being pledged hereunder, which schedule shall be annexed to Schedule I hereto and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.

          2.  Delivery of Collateral .

              (a) Each Grantor agrees to deliver or cause to be delivered to the Lender all original certificates, instruments and other documents evidencing or representing the Initial Pledged Equity concurrently with the execution and delivery of this Pledge Agreement and the original certificates, instruments or other documents evidencing or representing all other Pledged Equity within ten days after such Grantor’s receipt thereof, in each case accompanied by duly executed undated instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Lender.

              (b) If any Pledged Security (whether now owned or hereafter acquired) are “uncertificated securities” within the meaning of the Uniform Commercial Code or are otherwise not evidenced by any certificate or instrument, the applicable Grantor shall promptly take and cause to be taken all actions required under Articles 8 and 9 of the Uniform Commercial Code and any other applicable law, to enable the Lender to acquire “control” (within the meaning of such term under Section 8-106 (or its successor provision) of the Uniform Commercial Code) of such uncertificated securities and as may be otherwise necessary or deemed appropriate by the Lender to perfect the security interest of the Lender therein, including, without limitation, the filing of UCC-1 financing statements in the appropriate jurisdictions.

          3.  Representations, Warranties and Covenants . Each Grantor hereby represents, warrants and covenants to and with the Lender that:

              (a) except for the security interest granted to the Lender, such Grantor (i) is and, subject to the provisions of the LSA, will at all times (except to the extent the obligations of such Grantor under this Pledge Agreement are terminated solely as provided in Section 14(b) hereto) continue to be the direct owner, beneficially and of record, of the Pledged Securities that it is pledging hereunder, (ii) holds the Collateral that it is

pledging hereunder, (ii) holds the Collateral that it is pledging hereunder free and clear of all Liens, charges, encumbrances and security interests of every kind and nature, and the Pledged Equity is subject to no options to purchase or any similar or other rights of any person and such Grantor has not granted “control” (within the meaning of such term under Section 8-106 (or its successor provision) of the Uniform Commercial Code) over any portion of the Collateral to any other person, (iii) will make no assignment, pledge, hypothecation or, subject to the provisions of the LSA, transfer of, or create any security interest in, the Collateral that it is pledging hereunder including, without limitation, by virtue of becoming bound by any agreement which restricts in any manner the rights of any present or future holder of any Pledged Equity with respect thereto, and (iv) subject to Section 5 below, will cause any and all Pledged Securities and other certificates, instruments or documents evidencing or representing any of the Collateral, whether for value paid by such Grantor or otherwise, to be forthwith deposited with the Lender and pledged or assigned hereunder;

          (b) such Grantor (i) has the right and legal authority to pledge the Collateral it is pledging hereunder in the manner hereby done or contemplated, (ii) will not amend, modify or supplement any Pledged Security without the prior written consent of the Lender, not to be unreasonably withheld, and (iii) will defend its title or interest thereto or therein against any and all attachments, Liens, claims, encumbrances, security interests or other impediments of any nature, however arising, of all persons whomsoever;

          (c) no consent or approval of any governmental body or regulatory authority or any securities exchange is necessary for the pledge effected hereby to be valid;

          (d) by virtue of the execution and delivery by such Grantor of this Pledge Agreement, when the certificates, instruments or other documents representing or evidencing the Collateral are delivered to the Lender in accordance with this Pledge Agreement and Uniform Commercial Code financing statements in the form attached hereto as Exhibit A are filed in the appropriate jurisdictions, the Lender will obtain a valid and perfected first Lien upon and security interest in such Collateral as security for the repayment of the Obligations, prior to all other Liens and encumbrances thereon and security interests therein;

          (e) the pledge effected hereby is effective to vest in the Lender the rights in the Collateral as set forth herein;

          (f) all of the Pledged Equity has been duly authorized and validly issued and as at the date hereof, the Initial Pledged Equity constitutes all of the issued and outstanding shares of capital stock, limited liability company interests or membership interests, as applicable, of the issuers listed on Schedule I annexed hereto; and

          (g) except for the Pledged Equity consisting of capital stock in a corporation, the Pledged Equity is not and will not in the future be certificated.

All representations, warranties and covenants of each Grantor contained in this Pledge Agreement shall survive the execution, delivery and performance of this Pledge Agreement until the termination of this Pledge Agreement pursuant to Section 14 hereof.

          4.  Registration in Nominee Name; Denominations . Upon the occurrence and during the continuance of an Event of Default, the Lender shall have the right (in its sole and absolute discretion with subsequent notice to the Grantors) to transfer to or to register the Pledged Securities in its own name or the name of its nominee. In addition, the Lender shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Pledge Agreement.

          5.  Voting Rights; Dividends; etc . (a) Unless and until an Event of Default under the LSA shall have occurred and be continuing:

               (i) The Grantors shall be entitled to exercise any and all voting and/or consensual rights and powers accruing to an owner of Pledged Securities or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement and the LSA provided that such action would not adversely affect the rights inuring to the Lender under this Pledge Agreement or the LSA or adversely affect the rights and remedies of the Lender under this Pledge Agreement or the LSA or the ability of the Lender to exercise the same.

               (ii) The Lender shall execute and deliver to the Grantors, or cause to be executed and delivered to the Grantors, all such proxies, powers of attorney, and other instruments as the Grantors may reasonably request for the purpose of enabling the Grantors to exercise the voting and/or consensual rights and powers which they are entitled to exercise pursuant to subparagraph (i) above.

               (iii) The Grantors shall be entitled to receive and retain any and all cash dividends and distributions paid on the Pledged Securities only to the extent that such cash dividends and distributions are permitted by, and otherwise paid in accordance with the terms and conditions of, the LSA and applicable laws. Any and all

                    a. noncash dividends and distributions,

                    b. stock or dividends and other distributions paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, and

                    c. instruments, securities, other distributions in property, return of capital, capital surplus or paid-in surplus or other distributions made on or in respect of Pledged Securities (other than dividends permitted by this Section 5(a)(iii)), whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock, limited liability company interests or membership interests of the

issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by the Grantors, shall not be commingled by the Grantors with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Lender and shall be forthwith delivered to the Lender in the same form as so received (with any necessary endorsement).

          (b) Upon the occurrence and during the continuance of an Event of Default, all rights of the Grantors to receive any dividends, stock, instruments, securities and other distributions which the Grantors are authorized to receive pursuant to paragraph (a)(iii) of this Section 5 shall cease, and all such rights shall thereupon become vested in the Lender, which shall have the sole and exclusive right and authority to receive and retain such dividends. All dividends and distributions which are received by the Grantors contrary to the provisions of this Section 5(b) shall be received in trust for the benefit of the Lender, shall be segregated from other property or funds of the Grantors and shall be forthwith delivered to the Lender as Collateral in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Lender pursuant to the provisions of this Section 5 (b) shall be retained by the Lender in an account to be established by the Lender upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 8 hereof.

          (c) Upon the occurrence and during the continuance of an Event of Default, all rights of the Grant