EXHIBIT 4.4




                      REMOVAL OF RIGHTS AGENT, APPOINTMENT
                    AND ACCEPTANCE OF SUCCESSOR RIGHTS AGENT
                     AND AMENDMENT NO. 2 TO RIGHTS AGREEMENT


     SUN HEALTHCARE  GROUP,  INC., a Delaware  corporation (the "Company"),  and
ChaseMellon  Shareholder  Services LLC (as successor to Boatmen's Trust Company)
("ChaseMellon"),  are parties to a Rights Agreement dated as of June 2, 1995 and
amended on August  11,  1995 (the  "Rights  Agreement").  Capitalized  terms not
otherwise defined herein shall have the respective  meanings given such terms in
the Rights Agreement.

     The Company desires to remove  ChaseMellon as Rights Agent,  and to appoint
American Stock Transfer & Trust Company,  a New York  corporation  ("ASTC"),  as
successor  Rights  Agent,  subject  to and in  accordance  with  the  terms  and
conditions  thereof.  ASTC  desires to accept such  appointment  and to serve as
successor  Rights  Agent  subject  to and in  accordance  with  such  terms  and
conditions.

     NOW,  THEREFORE,  in  consideration  of the premises and for other good and
valuable  consideration,  the Company,  ChaseMellon and ASTC hereby covenant and
agree as follows:

     1. In the exercise of the authority  vested in it pursuant to Section 21 of
the Rights  Agreement,  the Company hereby  removes  ChaseMellon as Rights Agent
under the Rights Agreement,  such removal to become effective as of the close of
business  on  September  30, 1998 (the  "Effective  Time").  ChaseMellon  hereby
consents to its removal as Rights Agent,  and waives  compliance with any period
of advance  notice  required by the Rights  Agreement  in  connection  with such
removal. In the exercise of the authority vested in it pursuant to Section 21 of
the Rights Agreement, the Company hereby appoints ASTC as successor Rights Agent
under the Rights  Agreement,  such  appointment  to become  effective  as of the
Effective Time, to succeed to all the rights,  powers,  duties,  obligations and
immunities of ChaseMellon as Rights Agent under the Rights  Agreement  except as
provided  for herein or in the Rights  Agreement.  From and after the  Effective
Time,  except as  provided  for herein or in the Rights  Agreement,  ChaseMellon
shall have no further  responsibility  for the exercise of the rights and powers
or for the performance of the duties and obligations  vested in the Rights Agent
under the Rights Agreement.

     2. ASTC hereby  accepts  its  appointment,  as of the  Effective  Time,  as
successor  Rights  Agent  under the Rights  Agreement  and  accepts  the rights,
powers,  duties and obligations of the Rights Agent under the Rights  Agreement,
upon the terms and conditions set forth therein and herein,  all as contemplated
by Section 21 of the Rights  Agreement.  ASTC does hereby  represent and warrant
that it is qualified  and eligible to serve as successor  Rights Agent under the
Rights Agreement.

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     3.  ChaseMellon does hereby represent and warrant that it holds no property
as Rights Agent under the Rights Agreement,  that it has fully performed all the
duties  and  obligations  required  to be  performed  by  it  under  the  Rights
Agreement,  and that it has  received  all amounts due to it as Rights Agent for
reasonable  compensation,  expenses and  disbursements  under  Section 18 of the
Rights Agreement.

     4. Each party  hereto  represents  and  warrants to each other party hereto
that all action  necessary on its part to authorize the execution,  delivery and
performance of the  instrument,  the  resignation of ChaseMellon as Rights Agent
and the appointment of ASTC as successor Rights Agent has been duly taken.

     5. The Company,  for the purpose of more fully and certainly vesting in and
confirming to ASTC, as successor  Rights Agent, the powers,  rights,  duties and
responsibilities  vested or intended to have  vested in  ChaseMellon,  as Rights
Agent,  hereby vests ASTC, as successor  Rights  Agent,  with all of the rights,
powers,  duties and obligations of ChaseMellon  under the Rights  Agreement upon
the terms and  conditions  set forth  therein and herein,  such action to become
effective as of the Effective Time.

     6. The Rights  Agreement is hereby amended and supplemented by amending the
fifth sentence of Section 21 of the Rights  Agreement to read in its entirety as
follows:

          Any  successor Rights Agent,  whether appointed by the Company or by
          such a court,  shall be a corporation  organized and doing business
          under the laws of the United States or of the State of New York (or of
          any other state of the United States so long as such  corporation  is
          authorized to do business as a banking  institution in the State of
          New York), in good  standing,  having an  office in the State of New
          York, which is authorized  under  such  laws to  exercise  corporate
          trust or stock transfer powers and is subject to supervision or
          examination by federal or state authority and which has at the time of
          its appointment as Rights Agent a combined capital and surplus of at
          least $5,000,000.

     7. This  Instrument may be executed in any number of  counterparts,  all of
which taken together shall constitute one and the same instrument.

     8. This Instrument and the rights and obligations of the parties  hereunder
shall be governed by the laws of the State of New York,  both in  interpretation
and performance.

     9. Any notice,  demand,  request or instrument in writing authorized by the
Rights  Agreement  or herein to be given to the  Rights  Agent  under the Rights
Agreement shall be sufficiently  given for all purposes,  if delivered or mailed
to ASTC at 40 Wall  Street,  46th Floor,  New York,  New York 10005,  Attention:
Carolyn O'Neill.

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<PAGE>

     IN WITNESS  WHEREOF,  the parties  have caused this  Instrument  to be duly
executed as of the date first above written.

                                       SUN HEALTHCARE GROUP, INC.


                                       By:      /s/ Matthew G. Patrick
                                                ------------------------------
                                       Its:      Vice President and Treasurer


                                       CHASEMELLON SHAREHOLDER
                                       SERVICES, LLC


                                       By:      /s/ H. G. Bradford
                                                -----------------------------
                                       Its:      Vice President


                                       AMERICAN STOCK TRANSFER & TRUST
                                       COMPANY, as successor Rights Agent


                                       By:      /s/ Herbert J. Lemmer
                                                ------------------------------
                                       Its:      Vice President






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