ACCUHEALTH, INC.

                 AMENDMENT NO. 3 TO THE NOTE PURCHASE AGREEMENT

     This AMENDMENT NO. 3 TO THE NOTE PURCHASE AGREEMENT (this "Agreement") is
made effective as of February 22 , 2001, among ACCUHEALTH, INC., a New York
corporation (the "Company"), MIDVIEW DRUG, INC. a corporation organized under
the laws of the State of New York ("Midview"), ACCUHEALTH HOME CARE, INC., a
corporation organized under the laws of the State of Delaware ("AHC"), CITIVIEW
DRUG CO., INC., a corporation organized under the laws of the State of New York
("Citiview"), PROHEALTHCARE INFUSION SERVICES, INC., a corporation organized
under the laws of the State of New Jersey ("PHCIS"), HEALIX HEALTHCARE, INC., a
corporation organized under the laws of the State of Delaware ("HHI"), PRN
HOMECARE AGENCY, INC., a corporation organized under the laws of the State of
New York ("PRN"), AMERIX NURSING HOLDINGS, INC., a corporation organized under
the laws of the State of Delaware ("AMERIX"), HEALIX HEALTHCARE, INC., a
corporation organized under the laws of the State of New York ("Healthcare"),
HEALIX HEALTHCARE OF NEW YORK, INC., a corporation organized under the laws of
the State of New York ("Healix NY"), RYE BEACH HEALTHCARE, INC., a corporation
organized under the laws of the State of New York ("Rye Beach"), HEALIX
HEALTHCARE OF NEW JERSEY INC., a corporation organized under the laws of the
State of New Jersey ("Healix NJ") and AMERICARE HOME NURSING SERVICES, INC., a
corporation organized under the laws of the State of New Jersey ("Americare"),
(the Company, Midview, AHC, Citiview, PHCIS, HHI, PRN, Amerix, Healthcare,
Healix NY, Rye Beach, Healix NJ and Americare, each a "Borrower" and, jointly
and severally, the "Borrowers"), RFE INVESTMENT PARTNERS V, L.P., a Delaware
limited partnership ("RFE"), the "RFE Advisory Board Members" listed on the
signature pages hereto, and STERLING/CARL MARKS CAPITAL, INC. ("Sterling") and
together with RFE and the RFE Advisory Board Members, the "Purchasers" and each
a "Purchaser").

     WHEREAS, the Company and the Purchasers and Austin Marxe ("Marxe") are
parties to a Note Purchase Agreement made effective as of July 14, 1998 as
amended by Amendment No. 1 to the Note Purchase Agreement made effective as of
August 21, 1998 and Amendment No. 2 to the Note Purchase Agreement made
effective as of October 26, 1998 (as so amended, the "ORIGINAL AGREEMENT"); and

     WHEREAS, as a condition to the purchase by certain of the Purchasers of the
14% Senior Secured Notes of the Company and its subsidiaries (the "Senior
Notes") pursuant to the 14% Senior Secured Note and Warrant Purchase Agreement
dated as of the date hereof (as in effect from time to time, the "Senior Note
Agreement") among the Company, its subsidiaries and the purchasers named
therein, the Purchasers require that the Original Agreement be amended as
follows:
<PAGE>

         (i)      to provide for the exchange, for those holders who elect to so
                  exchange, of the 12% Convertible Subordinated Notes due July
                  14, 2003 of the Company (as issued under the Original
                  Agreement) held by such electing holders for the new 14%
                  Convertible Subordinated Secured Notes due February 23, 2004,
                  of the Borrowers (as in effect from time to time, the
                  "Replacement Notes"); and

         (ii)     to provide for the execution and delivery by the Borrowers of
                  a Security Agreement granting to RFE Investment Partners V,
                  L.P., as collateral agent, for the benefit of the Purchasers,
                  a security interest in all or substantially all of the assets
                  of the Borrowers in order to secure the Replacement Notes; and

         (iii)    to provide for the amendment and restatement of the
                  Stockholders Agreement and the Registration Rights Agreement
                  to give effect to the issuance of the Replacement Notes and
                  the issuance of additional warrants pursuant to the Senior
                  Note Agreement; and

     WHEREAS, Section 9.4 of the Original Agreement provides that the Original
Agreement may be amended with the written consent of (i) "Purchasers" (as
defined in the Original Agreement) representing 50.1% (the "Majority Interest")
of the interest of the Subordinated Notes (as defined in the Original Agreement)
and/or Common Stock (as defined in the Original Agreement) held by such
"Purchasers" at the time of such amendments and (ii) the Company; and

     WHEREAS, the Purchasers constitute at least the Majority Interest; and

     WHEREAS, as of the date of this Agreement, Marxe has elected to not so
exchange the 12% Convertible Subordinated Note due July 14, 2000 (the "12% Marxe
Note") held by him; and

     WHEREAS, the Purchasers desire to effect the foregoing and to amend such
Agreement.

     NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties hereto agree as follows:

         1.       DEFINED TERMS. Capitalized terms used and not otherwise
defined in this Agreement shall have the meanings given to such terms in the
Original Agreement.

         2.       ISSUANCE OF THE REPLACEMENT NOTES TO PURCHASERS.

     Subject to:

                  a.       the terms and conditions stated herein and in the
                           Original Agreement,

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<PAGE>
                  b.       the execution and delivery by the Borrowers and each
                           Purchaser of this Agreement,

                  c.       the execution and delivery by the Company and each
                           Purchaser and each other party thereto (other than
                           Marxe) of a counterpart to the Amended and Restated
                           Stockholders' Agreement (in the form attached
                           hereto);

                  d.       the execution and delivery by the Company and each
                           Purchaser and each other party thereto (other than
                           Marxe) of a counterpart to the Amended and Restated
                           Registration Rights Agreement (in the form attached
                           hereto),

                  e.       the execution and delivery by the Borrowers of the
                           aforementioned Security Agreement; and

                  f.       the execution and delivery of the Senior Note
                           Agreement and all documents referenced therein,

the Borrowers shall issue to each Purchaser, and such Purchaser shall acquire
from the Borrowers, a Replacement Note in the principal amount set forth next to
such Additional Purchaser on SCHEDULE 1 hereto, in replacement of the Company's
12% Convertible Subordinated Notes due July 14, 2003 held by such Purchaser (the
"Replaced Notes"). All references to the "Notes" or the "Subordinated Notes" in
the Original Agreement shall be deemed to refer to (a) the Replacement Notes (as
same may be amended or otherwise in effect from time to time) and also, unless
the applicable context otherwise provides, any and all Interest Series Notes (as
same may be amended or otherwise in effect from time to time) issued pursuant to
the Replacement Notes and (b) the Marxe Note and, unless the applicable context
otherwise provides, any note (if any) issued pursuant thereto. Promptly after
the issuance of a Replacement Note to a Purchaser, such Purchaser shall return
the related Replaced Note, marked cancelled or, if the Replacement Note is lost
or misplaced, provide a lost note affidavit and indemnity in customary form.

         3.       SECTION 1.5. A new Section 1.5 is hereby added to the Original
Agreement to read in its entirety as follows:

         "1.5.    SUBORDINATION. The Purchasers and the Borrowers (i) reaffirm
the subordinated provisions of the Subordinated Notes and that such provisions
run in favor of and for the benefit of the Senior Creditor (as hereinafter
defined), and (ii) agree that such provisions are supplemented as follows:

(a)               Definitions. As used in this Section 1.5, the following terms
shall have the specified meanings:

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<PAGE>
                  "AGENT" shall mean Rosenthal & Rosenthal, Inc. in its capacity
         as "Collateral Agent" under the Intercreditor Agreement.

                  "BANKRUPTCY CODE" shall mean the provisions of 11 U.S.C.
         Section 101 et Seq., and the Rules and Forms of Practice and Procedure
         in Bankruptcy promulgated by the Supreme Court of the United States.

                  "COLLECTION ACTION" shall mean (a) to demand, take or receive
         from or on behalf of the Company, or any Secondary Party, by setoff or
         in any other manner, the whole or any part of any Junior Debt, (b) to
         exercise any enforcement rights with respect to any collateral to the
         extent it secures the Junior Debt, including any enforcement rights
         arising under any security or similar agreement (notwithstanding that
         the entering into thereof by the Company was permitted by the Senior
         Creditor), or arising under applicable law, (c) to initiate or
         participate with others in any suit, action or proceeding against the
         Company or Secondary Party to (i) enforce payment of or to collect the
         whole or any part of the Junior Debt or (ii) commence judicial
         enforcement of any of the rights and remedies under the Junior Debt
         Documents or applicable law with respect to the Junior Debt, (d) to
         accelerate any Junior Debt, or (e) to exercise any put option or to
         cause the Company, or any Secondary Party to honor any redemption or
         mandatory prepayment obligation under any Junior Debt Document.

                  "INTER-CREDITOR AGREEMENT" shall mean the Intercreditor
         Agreement dated as of February 22, 2001 among the Company (as one of
         the "Borrowers" described thereunder), the other Borrowers, the Lender,
         the initial holders of the Senior Secured Notes, the Purchasers that
         are a party thereto, Rosenthal & Rosenthal as the "Collateral Agent"
         (as defined therein), and the Subordinated Creditor Collateral Agent
         (as defined therein).

                  "JUNIOR DEBT" shall mean all of the obligations of the Company
         now or hereafter owed to the Purchasers under any of the Junior Debt
         Documents.

                  "JUNIOR DEBT DOCUMENTS" shall mean the Subordinated Note
         Agreement, the Subordinated Notes (including without limitation any
         paid-in-kind notes issued pursuant to any Subordinated Note) issued
         thereunder and any all other documents and instruments entered into or
         delivered by or among the Company and the Purchasers in connection
         therewith, but excluding from Junior Debt, for the avoidance or doubt,
         (i) warrants or stock issued by the Company to any of the Purchasers
         and (ii) the Senior Secured Promissory Notes and any related security
         agreements or purchase agreements.

                  "LENDER" shall mean Rosenthal & Rosenthal, Inc., a New York
         corporation, with its address at 1370 Broadway, New York, New York
         10018. "PROCEEDING" shall mean any voluntary or involuntary insolvency,
         bankruptcy, receivership, custodianship, liquidation, dissolution,
         reorganization, assignment for the benefit of creditors, appointment of

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<PAGE>
         a custodian, receiver, trustee or other officer with similar powers or
         any other proceeding for the liquidation, dissolution or other winding
         up of a Person.

                  "ROSENTHAL CREDIT AGREEMENT" shall mean the Loan and Security
         Agreement dated as of February 1, 1996, as amended by Amendment No. 1,
         dated as of February 1, 1996, Amendment No. 2, dated as of February 1,
         1997, Amendment No 3 and Joinder Agreement dated as of July 30, 1997,
         Amendment No. 4 and Joinder Agreement dated as of April 3, 1998 and
         Amendment No. 5, dated as of February 22, 2001, in each case among
         Lender, the Company and the other "Borrowers" referred to therein.

                  "SECONDARY PARTY" shall mean any Person which has any
         liability with respect to the Junior Debt, other than the Company.

                  "SENIOR CREDITOR" shall mean, collectively, the Lender and the
         holders of the Senior Secured Notes.

                  "SENIOR DEBT" shall mean, collectively, (i) the "Obligations,"
         as such term as defined in the Rosenthal Credit Agreement, together
         with (a) all complete or partial refinancings of the Obligations,
         including as any such refinancing occurs in a Proceeding (pursuant to
         the Bankruptcy Code or otherwise), (b) any amendments, modifications,
         renewals or extensions thereof and (c) any interest fees and charges
         accruing thereon after the commencement of a Proceeding, without regard
         to whether or not any of such interest fees and charges is an allowed
         claim, and (ii) all amounts, including principal, interest, costs and
         expenses, at any time owed under the Senior Secured Notes, together
         with (a) all complete or partial refinancings of such amounts,
         including as any such refinancing occurs in a Proceeding (pursuant to
         the Bankruptcy Code or otherwise), (b) any amendments, modifications,
         renewals or extensions thereof and (c) any interest fees and charges
         accruing thereon after the commencement of a Proceeding, without regard
         to whether or not any of such interest fees and charges is an allowed
         claim.

                  "SENIOR DEBT DOCUMENTS" shall mean, collectively, (i) the
         Rosenthal Credit Agreement, (ii) the Senior Secured Notes and (iii) all
         other documents and instruments (other than the Intercreditor
         Agreement) evidencing or pertaining to all or any portion of the Senior
         Debt and any security interests securing any or all of the Senior Debt.

                  "SENIOR SECURED NOTES" shall mean (a) those certain Senior
         Secured Notes, issued by the Company on or about February 22, 2001, in
         the aggregate principal amount of $925,000 and (b) if issued, the Davis
         Note (as defined in the Senior Note Agreement (as defined in the
         Intercreditor Agreement)).

                                       5
<PAGE>
                  "SUBORDINATED NOTE AGREEMENT" shall mean this Note Purchase
         Agreement, as amended by Amendment No. 1 to the Note Purchase Agreement
         effective as of August 21, 1998, Amendment No. 2 to the Note Purchase
         Agreement, effective as of October 26, 1998, and Amendment No. 3 to the
         Note Purchase Agreement, effective as of February 22, 2001,

(b)               SUBORDINATION OF JUNIOR DEBT TO SENIOR DEBT. The Company and
the Purchasers covenant and agree (for themselves and any other holder of Junior
Debt) that the payment of any and all of the Junior Debt and all payments under
the Junior Debt Documents shall be subordinate and subject in right of payment,
to the extent and in the manner hereinafter set forth, to the prior payment in
full in cash of the Senior Debt. Each holder of Senior Debt, whether now
outstanding or hereafter created, incurred, assumed or guaranteed, shall be
deemed to have acquired Senior Debt in reliance upon the provisions contained in
this Agreement.

(c)               NO PAYMENT ON JUNIOR DEBT. Unless and until all Senior Debt
shall have been irrevocably paid in full in cash, and notwithstanding any
"Default", "Event of Default' or any similar occurrence (whether now existing or
hereafter occurring) under the Junior Debt Documents, neither the Company shall
not make (or permit any Secondary Party to make), nor shall any Purchaser
receive from the Company or any Secondary Party, any payment of any type
(including, without limitation, by redemption, repurchase or similar
transaction, or by transfer of property), of principal, interest, fees, charges,
expenses, indemnities or any other obligation, on or with respect to the Junior
Debt or the Junior Debt Documents, except that nothing contained in this Section
1.5 (or in the subordination provisions of any Junior Debt instrument) shall, or
shall be interpreted to, limit the right of the Company to issue, and any
Purchaser to receive, any paid in kind notes ("PIK Notes") evidencing accrued
and unpaid interest on Subordinated Notes (and provided that such PIK Notes
shall be subject to the provisions of this Section 1.5 and deemed Subordinated
Notes hereunder) or to convert any Junior Debt into Common Stock of the Company
or from exercising any warrants issued by the Company.

(d)               PROCEEDINGS. In the event of any Proceeding involving the
Company or any Secondary Party, (i) all Senior Debt shall first be irrevocably
paid in full in cash before any payment of or with respect to the Junior Debt
shall be made; (ii) any payment or distribution, whether in cash, property or
securities which, but for the terms hereof, otherwise would be payable or
deliverable in respect of the Junior Debt, shall be paid or delivered directly
to Agent (to be held and/or applied by Agent in accordance with the terms of the
Intercreditor Agreement) until all Senior Debt is paid in full, and each
Purchaser irrevocably authorizes, empowers and directs all receivers, trustees,
liquidators, custodians, conservators and others having authority in the
premises to effect all such payments and distributions, and each Purchaser also
irrevocably authorizes, empowers and directs the Agent to demand, sue for,
collect, seek to recover and receive every such payment or distribution, except
that the Purchasers may receive and retain securities of the Company (or other
applicable Secondary Party) which are subordinate, at least to the extent
provided for in this Section 1.5 with respect to the Junior Debt, to the payment
of the Senior Debt; (iii) each Purchaser agrees to execute and deliver to Agent
or its representative all such further instruments as Agent may reasonably
request confirming the authorization referred to in the foregoing clause (ii);

                                       6
<PAGE>
(iv) each Purchaser (in its capacity as such) agrees not to initiate or
prosecute or induce any other person to initiate or prosecute any claim, action
or other proceeding challenging the enforceability of the Senior Debt or any
liens and security interests securing the Senior Debt, and (v) each Purchaser
(in its capacity as such) agrees not to (x) object to any use of cash collateral
by the Company or any Secondary Party under Section 363 of the Bankruptcy Code
if consented to by Agent or Lender (provided, that such consent is given in good
faith for the purpose of protecting the collateral position of the Senior
Creditors) or any borrowing by the Company from Lender under Section 364 of the
Bankruptcy Code including any grant of a lien or security interest by the
Company or any Borrower or any Secondary Party in favor of the Lender (or any
agent) (provided, that the Lender shall have, pursuant to the provisions of the
Intercreditor Agreement, offered the holders of the Senior Secured Notes, an
opportunity to participate in any such borrowing but in the benefit of such lien
or security interest), and (y) assert, in the case of such use or borrowing, any
requirement for adequate protection under Sections 362, 363 or 364 of the
Bankruptcy Code to or for the Purchaser (in its capacity as such) with respect
to any collateral for the Junior Debt, and (vi) each Purchaser agrees to
execute, verify, deliver and file any proofs of claim in respect of the Junior
Debt reasonably requested by Agent in connection with any such Proceeding and
hereby irrevocably authorizes, empowers and appoints Agent its agent and
attorney-in-fact to (x) execute, verify, deliver and file such proofs of claim
of any Purchaser if such Purchaser fails to file such proof by that date which
is 7 days before the expiration of the time to file any such proof and (y) vote
such claim in any such Proceeding upon the failure of any Purchaser to do so
prior to 5 days before the expiration of the time to vote any such claim,
provided, that the Agent shall give the applicable Purchaser(s) prior notice of
the Agent's intent to so vote and the Agent shall not have the right to so vote
if the Purchaser within a reasonable period of time thereafter (and prior to
such expiration time) votes its proof of claim; except as provided for in clause
(x) and (y), the Purchasers shall have the right to file such proofs of claim
and to vote such proofs of claim; provided, further, Agent shall have no
obligation to execute, verify, deliver, file and/or vote any such proof of
claim. In the event that Agent votes any claim in accordance with the authority
granted hereby, no Purchaser shall be entitled to change or withdraw such vote.
The Senior Debt shall continue to be treated as Senior Debt and the provisions
of this Agreement shall continue to govern the relative rights and priorities of
the holders of the Senior Debt and the Purchasers even if all or part of the
Senior Debt or the security interests securing the Senior Debt are subordinated,
set aside, avoided or disallowed in connection with any such Proceeding and this
Agreement shall be reinstated if at any time any payment of any of the Senior
Debt is rescinded or must otherwise be returned by any holder of Senior Debt or
any representative of such holder.

(e)               RESTRICTION ON ACTION BY THE PURCHASERS. Until the Senior Debt
shall have been irrevocably paid in full in cash, no Purchaser (in its capacity
as such) shall, without the prior written consent of the holders of the Senior
Debt, take any Collection Action except that the Purchasers may accelerate the
Junior Debt .

(f)               INCORRECT PAYMENTS. If any payment or distribution on account
of the Junior Debt not permitted to be made by the Company or received by the
Purchasers under this Agreement is received by any Purchaser before all Senior
Debt is irrevocably paid in full in cash and all lending commitments, if any

                                       7
<PAGE>
under the Rosenthal Credit Agreement have terminated, such payment or
distribution shall not be commingled with any asset of such Purchaser, shall be
held in trust by such Purchaser for the benefit of the holders of the Senior
Debt and shall be promptly paid over to Agent, or its designated representative,
for application (in accordance with the Intercreditor Agreement) to the payment
of the Senior Debt then remaining unpaid, until all of the Senior Debt is
irrevocably paid in full in cash.

(g)               SALE, TRANSFER, ETC. No Purchaser shall sell, assign, pledge,
dispose of or otherwise transfer all or any portion of the Junior Debt or any
Junior Debt Document unless the applicable transferee shall execute and deliver
to Agent an agreement substantially identical to this Agreement, providing for
the continued subordination and forbearance of the Junior Debt to the Senior
Debt as provided herein and for the continued effectiveness of all of the rights
of the Agent and the holders of the Senior Debt arising under this Agreement.

(h)               LEGENDS. Until the Senior Debt is irrevocably paid in full in
cash and all lending commitments, if any, under the Rosenthal Credit Agreement
have been terminated, each Junior Debt Document at all times shall contain in a
conspicuous manner the following legend:

                  "The rights of the Payee and the obligations of the Maker
                  evidenced hereby are subordinate in the manner and to the
                  extent set forth in Section 1.5 of the [Agreement] [Note
                  Purchase Agreement dated as of July 14, 1998, as amended (the
                  "Purchase Agreement")], to the indebtedness defined as "Senior
                  Debt" thereunder; and each holder of this instrument and any
                  successor, by its acceptance hereof, shall be bound by such
                  subordination provisions."

(i)               RELATIVE RIGHTS. This Section 1.5 defines the relative rights
of the holders of the Senior Debt (in their capacity as such) and the holders of
Junior Debt (in their capacity as such). Nothing herein shall: (i) impair, as
between the Company and the holders of the Junior Debt, the obligation of the
Company, which is absolute and unconditional, to pay principal of and interest
and all other amounts due on or with respect to Junior Debt in accordance with
its terms; (ii) affect the relative rights of holders of Junior Debt and
creditors of the Company (or any Secondary Party) other than holders of Senior
Debt; or (iii) except as expressly provided herein, prevent the holders of
Junior Debt from exercising their available remedies upon a default or an event
of default under the Junior Debt Documents, subject to the rights of holders of
Senior Debt set forth in this Section 1.5.

(j)               SUBROGATION. After all amounts payable under or in respect of
Senior Debt are irrevocably paid in full in cash, the holders of the Junior Debt
shall have the right to be subrogated to the rights of holders of Senior Debt to
receive payments or distributions applicable to Senior Debt (and to any
remaining collateral for same) to the extent that payment or distributions
otherwise payable to the holders of the Junior Debt have been applied to the
payment of Senior Debt. A payment or distribution made under this Agreement to a

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<PAGE>
holder of Senior Debt which otherwise would have been made to the holders of the
Junior Debt is not, as between the Company and the holders of the Junior Debt, a
payment or distribution by the Company on Senior Debt.

(k)               MODIFICATIONS TO SENIOR DEBT. Without limiting the effect of
clauses (a) and (b) of the definition of Senior Debt, at any time and from time
to time without the consent of any Purchaser, without incurring liability to any
Purchaser and without impairing or releasing the obligations of any Purchaser
under this Agreement (including without limitation the provisions of this
Section 1.5), the manner or place of payment or the time of payment or any of
the terms of the Senior Debt or any other matter relating thereto, indirectly
any collateral therefor, may be renewed, altered or amended in any manner,
including any of the terms of any agreement, security agreement, note, guaranty
or other instrument evidencing or securing or otherwise relating to the Senior
Debt.

(l)               CONTINUED EFFECTIVENESS OF THIS AGREEMENT. The terms of this
Agreement, the subordination effected hereby, and the rights and the obligations
of the Purchasers, the Company, Agent and Senior Creditors arising hereunder
shall not be affected, modified or impaired in any manner or to any extent by:
(i) the validity or enforceability (or the lack thereof) of any of the Senior
Debt Documents; or (ii) any exercise or non-exercise of any right, power or
remedy under or in respect of the Senior Debt or the Junior Debt or any of the
Senior Debt Documents or the Junior Debt Documents. Each Purchaser and each
other holder of Junior Debt hereby acknowledges that the provisions of this
Agreement are intended to be enforceable at all times, whether before the
commencement of, after the commencement of, or in connection with or premised on
the occurrence of a Proceeding.

(m)               NO CONTEST BY PURCHASERS. Each Purchaser (in its capacity as
such) agrees that it will not at any time contest the validity, perfection,
priority or enforceability of the Senior Debt, the Senior Debt Documents, or the
liens and security interests of Agent and Senior Creditors in the collateral
securing the Senior Debt, or contest or object to the enforcement of such liens
and security interests on the theory of marshaling of assets. Purchasers agree
that (i) irreparable damage to the holders of Senior Debt would occur if any of
the provisions of this Section 1.5 were not performed or were contested by the
Purchasers and, accordingly (ii) such provisions may be enforced specifically
and by injunctive relief.

(n)               Nothing contained in this Section 1.5 shall, or shall be
interpreted to, limit the terms and provisions of the Intercreditor Agreement
and the relative rights of the Lender, the holders of the Senior Secured Notes
and holders of the Junior Debt thereunder."

                                       9
<PAGE>
         4.       In the event that the provisions of the new Section 1.5 set
forth above are held by a court of competent jurisdiction to not be binding upon
Marxe (e.g., Marxe is not considered a "Purchaser" for purposes thereof), it is
understood and agreed that such provisions shall still be binding upon the
Purchasers who are a party to this Agreement. The Lender reserves its right to
require Marxe, pursuant to Section 3 of the Marxe Note, to execute and deliver
additional subordination agreements.

         5.       REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the "Borrowers" in the Senior Note Agreement are incorporated
herein by reference and repeated (as of the date hereof) for the benefit of the
Purchasers. The Borrowers hereby further represent and warrant that, as of the
date hereof, they have no claims, counterclaims or defenses against the
Purchasers, whether arising out of or other relating in any way to the Notes or
the Agreement or any related agreement or instrument or otherwise.

         6.       GOVERNING LAW. This Agreement shall be governed by, and
construed according to the laws of the State of New York.

         7.       EFFECTIVE DATE. In accordance with the terms of the Original
Agreement, this Agreement will become effective upon execution by the Borrowers
and the Purchasers representing the Majority Interest.

         8.       COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

         9.       The Purchasers and the Borrowers agree that if Marxe shall, at
any time prior to that date which is eleven (11) days after the date hereof,
elect to exchange the 12% Marxe Note for a promissory note similar in tenor to
the other Replacement Notes (the "Marxe Replacement Note") then the parties
hereto and Marxe shall enter into a supplemental agreement, in reasonable form,
providing for such exchange, and making Marxe, among other things, a Purchaser
for purposes of this Agreement and a secured party under the Security Agreement
referred to in subparagraph 2.e. above, and upon such exchange (if any) the
Replacement Notes shall be deemed to include the Marxe Replacement Note. Unless
and until such exchange, (i) the 12% Marxe Note (and any note issued pursuant
thereto) shall be deemed part of the Subordinated Notes under the Original
Agreement and (ii) Marxe shall not be considered a party hereto (notwithstanding
the fact that there may be a signature block for Marxe on the signature pages
hereto).


       [Signature page to Amendment No. 3 to the Note Purchase Agreement]

                                       10
<PAGE>
                                    * * * * *


       [Signature page to Amendment No. 3 to the Note Purchase Agreement]

                                       11

<PAGE>
         Executed effective as of the date first set forth above.

THE COMPANY:                           ACCUHEALTH, INC.


                                       By:__________________________________
                                          Its Chief Executive Officer


                                       MIDVIEW DRUG, INC.


                                       By:__________________________________
                                          Its Chief Executive Officer


                                       ACCUHEALTH HOME CARE, INC.


                                       By:__________________________________
                                          Its Chief Executive Officer


                                       CITIVIEW DRUG CO., INC.


                                       By:__________________________________
                                          Its Chief Executive Officer


                                       PROHEALTHCARE INFUSION SERVICES, INC.


                                       By:__________________________________
                                          Its Chief Executive Officer


                                       HEALIX HEALTHCARE, INC.


                                       By:__________________________________
                                          Its Chief Executive Officer


       [Signature page to Amendment No. 3 to the Note Purchase Agreement]

                                       12
<PAGE>
                                       PRN HOMECARE AGENCY, INC.


                                       By:__________________________________
                                          Its Chief Executive Officer


                                       AMERIX NURSING HOLDINGS, INC.


                                       By:__________________________________
                                          Its Chief Executive Officer


                                       HEALIX HEALTHCARE, INC.


                                       By:__________________________________
                                          Its Chief Executive Officer


                                       HEALIX HEALTHCARE OF NEW YORK, INC.


                                       By:__________________________________
                                          Its Chief Executive Officer


                                       RYE BEACH HEALTHCARE, INC.


                                       By:__________________________________
                                          Its Chief Executive Officer


                                       HEALIX HEALTHCARE OF NEW JERSEY, INC.


                                       By:__________________________________
                                          Its Chief Executive Officer


                                       AMERICARE HOME NURSING SERVICES, INC.


                                       By:__________________________________
                                          Its Chief Executive Officer


       [Signature page to Amendment No. 3 to the Note Purchase Agreement]

                                       13
<PAGE>
RFE:                                   RFE INVESTMENT PARTNERS V, L.P.

                                       By: RFE ASSOCIATES V, L.P.
                                           Its General Partner

                                       By: __________________________________
                                           A General Partner


STERLING:                              STERLING/CARL MARKS CAPITAL, INC.


                                       By: __________________________________
                                           Name:
                                           Title:


MARXE:

                                           /s/ AUSTIN MARXE
                                           ----------------------------------
                                           Austin Marxe


       [Signature page to Amendment No. 3 to the Note Purchase Agreement]

                                       14
<PAGE>
RFE ADVISORY BOARD MEMBERS:


                                       /s/ ROBERT D. KENNEDY
                                       --------------------------------------
                                       Robert D. Kennedy


                                       RICHARD A. ROSENTHAL IRA ROLLOVER TRUST
                                       ACCOUNT NO. 1416


                                       By: __________________________________
                                           Name:
                                           Title:


       [Signature page to Amendment No. 3 to the Note Purchase Agreement]

                                       15
<PAGE>
                                                                      SCHEDULE 1

                             SCHEDULE OF PURCHASERS

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------


                                                                           Amount of Accrued and
                                                                          Unpaid Interest (through
                                               Principal Amount of          Closing Date) to be
          Purchaser                             Replacement Note             referred to in the
                                                                              Replacement Note
--------------------------------------------------------------------------------------------------
<S>                                                <C>                    <C>
RFE Investment Partners V L.P.                     $4,970,000             $[     ] (Note: As of
36 Grove Street                                                           12/31/00: $1,685,756)
New Canaan, CT 06840
--------------------------------------------------------------------------------------------------
Robert D. Kennedy                                  $   15,000             $[     ] (Note: As of
2061 Ponus Ridge Road                                                     12/31/00: $4,576)
New Canaan, CT 06840
--------------------------------------------------------------------------------------------------
Richard A. Rosenthal IRA Rollover Trust            $   15,000             $[     ] (Note: As of
c/o Indiana Trust and Investment                                          12/31/00: $4,576)
Management Company
3930 Edison Lakes Parkway
Suite 250
Mishawaka, IN 46545
Attn: David A. Hosinski

--------------------------------------------------------------------------------------------------
Sterling/Carl Marks Capital, Inc.                  $  750,000             [Please compute]
175 Great Neck Road, Suite 408
Great Neck, NY 11021
--------------------------------------------------------------------------------------------------
</TABLE>


       [Signature page to Amendment No. 3 to the Note Purchase Agreement]

                                       16