REGISTRATION RIGHTS AGREEMENT


     Registration Rights Agreement (This  "Agreement"),  dated April 9, 1998, by
and between  Accuhealth,  Inc., a New York  corporation,  (the  "Company"),  and
Jeffrey S. Freed, M.D. (the "Shareholder").

                                    RECITALS:

     A. The  Shareholder  is the owner of 461,834  shares of common  stock,  par
value $.0l per share,  of the  Company,  none of which are  registered  with the
Securities  Exchange  Commission  (the "SEC")  pursuant to the Securities Act of
1933, as amended (the "Securities Act").

     B. The Company desires to grant to the  Shareholder  certain rights to such
shares registered under the Securities Act.

     NOW  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby  acknowledged by both parties,  the parties agree
as follows:


                                    ARTICLE I
                                   DEFINITIONS

     1. DEFINITIONS.  Unless otherwise  expressly set forth herein,  capitalized
terms used in this Agreement which are not otherwise defined shall have the same
meanings  ascribed to them in that certain  Agreement and Plan of Merger,  dated
December 1, 1997 among the Company,  HHI  Acquiring  Corp.,  Healix  HealthCare,
Inc.,  Linda Barkan,  Chaim Charylan,  M.D.,  Mary Comerford,  Jeffrey S. Freed,
M.D., Donald  GiaQuinto,  Robert  GiaQuinto,  Robert Labra,  Kathleen P. O'Brien
McDonald,  and Arthur Schwacke,  Jr. (the "Merger Agreement").  In addition, the
following terms, as used herein, have the following meanings:

        1.1 "Holder" means the Shareholder.

        1.2 "Person"  shall mean any  individual,  corporation,  proprietorship,
firm,  partnership,  limited  partnership,  limited  liability  company,  trust,
association or other entity.

        1.3 "Registrable  Securities" means the Parent Common Stock delivered to
the  Shareholder  pursuant  to the  Merger  Agreement  until (i) a  registration
statement  covering such Parent Common Stock (or any securities  into which such
Parent Common Stock may be hereafter converted by operation of law or otherwise)
has been declared  effective by the SEC, (ii) it is sold or may be sold pursuant
to Rule 144 under the Securities Act or (iii) it has been otherwise transferred,
and it may be resold without registration under the Securities Act.


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        1.4  "Selling  Holder"  means  a  Holder  who  is  selling   Registrable
Securities pursuant to a registration statement under the Securities Act.

        1.5   "Underwriter"   means  a  securities   dealer  who  purchases  any
Registrable  Securities  as a  principal  and  not  as  part  of  such  dealer's
market-making  activities or who  undertakes to sell such  securities on a "best
efforts basis".


                                   ARTICLE II
                               REGISTRATION RIGHTS

        2.1 COMPANY REGISTRATION. On or prior to the date which is thirteen (13)
months after the Effective Time, the Company shall file a registration statement
(the  "Registration  Statement")  with the SEC with  respect to the  Registrable
Securities;  provided,  however, that, subject to the provisions of Section 2.2,
below, the Company shall not be obligated to effect such registration within six
(6) months of the effective  date of a registration  of shares  initiated by the
Company, other than the Company's Registration Statement on Form S-8 relating to
the Company's  Amended and Restated 1988 Stock Option Plan or to another similar
plan adopted by the Company.


        2.2 PIGGYBACK REGISTRATION RIGHTS.

            (a)  PIGGYBACK  REGISTRATION.  Subject to the  provisions of Section
2.2(b),  below,  if,  and  whenever  prior  to the  filing  of the  Registration
Statement,  the Company  proposes to register  any of its  securities  under any
applicable  law for sale to the  public,  whether for its own account or for the
account of other  security  holders  or both,  it will,  at any such time,  give
written  notice  (the  "Registration  Notice")  to the  Holder or his  permitted
transferees or assignees of its intention to do so.  Subject to the  limitations
contained herein, upon written request of the Holder given to the Company within
thirty  (30) days of  receipt  by the  Holder of the  Registration  Notice,  the
Company will cause the  Holder's  Registrable  Securities  to be included in the
securities to be covered by such  registration and, subject to Section 3(b), use
its best efforts to cause the Holder's Registrable  Securities to be included in
any underwriting thereof; provided that, at any time prior to the effective date
of the registration statement with respect to such registration, the Company may
elect in its discretion to terminate or delay such registration, and upon giving
notice  thereof to the  Holders  (i) in the event of any such  termination,  the
Company shall have no further  obligation  to register the Holder's  Registrable
Securities in connection  with such  registration,  and (ii) in the event of any
such delay,  the Company  shall be  permitted to delay the  registration  of the
Holder's Registrable  Securities for the same period as the delay in registering
the other  securities  subject to such  registration.  The Holder shall have the
right to withdraw from  participation  in any public  offering if either of them
disapproves of the terms of such offering.

            (b)  MARKETING  LIMITATIONS.  If  the  underwriter's  representative
advises the Company that marketing factors require a limitation of the number of
the  shares  to be  sold  by  shareholders  of the  Company,  the  underwriter's
representative  may exclude some or all of the Holder's  Registrable  Securities
from such public offering; provided, however, that if the

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<PAGE>

underwriter's  representative  limits the number of shares to be  included in an
offering and a Holder and other holders of unregistered  shares of Parent Common
Stock desire to participate in such offering,  the number of shares belonging to
the Holder  and such other  holders to be  included  in such  offering  shall be
allocated  between them in  proportion  to the  respective  amounts of shares of
Parent Common Stock which such parties hold.

            (c) Notwithstanding  anything contained herein to the contrary,  the
Holder shall not directly or indirectly, sell, pledge, give, transfer, assign or
in any other way  whatsoever  encumber or dispose of  (hereinafter  collectively
called "transfer") any of the Registrable  Securities,  or any interest therein,
except as  follows:  the  Holder  may  transfer  up to 12.5% of the  Registrable
Securities per quarter,  on a cumulative  basis, to the extent and in the manner
permitted by applicable  federal and state securities laws. All certificates for
the  Registrable  Securities  shall  be  endorsed  with  an  appropriate  legend
referring to this Agreement


                                   ARTICLE III
                             REGISTRATION PROCEDURES

        3.1 FILINGS; INFORMATION.

            (a) The Company will prepare and file with the SEC the  Registration
Statement  covering sales of the Registrable  Securities by the Holder on a form
which shall be  appropriate  for the sale of the  Registrable  Securities  to be
registered  thereunder in accordance  with the intended  method of  distribution
thereof and shall use its  reasonable  best  efforts to cause such  Registration
Statement  to be  declared  effective  by the SEC as soon as  practicable  after
filing. The Company shall furthermore keep such Registration Statement effective
until the shares covered thereby are no longer Registrable  Securities and shall
comply  in  all  material  respects  with  the  applicable  requirements  of the
Securities  Exchange  Act of 1934,  as amended,  including,  but not limited to,
timely filing of all reports with the SEC as required thereunder.

            (b) The Company will, if requested,  prior to filing a  registration
statement or prospectus or any amendment or supplement  thereto,  furnish to the
Selling  Holder and each  Underwriter,  if any,  of the  Registrable  Securities
covered by such registration statement, copies of such registration statement as
proposed to be filed,  and  thereafter  the Company will furnish to such Selling
Holder  and  Underwriter,  if any,  such  number of copies of such  registration
statement,  each  amendment and  supplement  thereto (in each case including all
exhibits  thereto  and  documents   incorporated  by  reference  therein),   the
prospectus included in such registration  statement  (including each preliminary
prospectus)  and such other  documents as such Selling Holder or Underwriter may
reasonably  request in order to facilitate the  disposition  of the  Registrable
Securities owned by such Selling Holder.

            (c) After the filing of the Registration Statement, the Company will
promptly  notify the Selling  Holder of Registrable  Securities  covered by such
registration  statement  of any stop order issued or  threatened  by the SEC and
take all reasonable  actions required to prevent the entry of such stop order or
to remove it if entered.

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<PAGE>

            (d) The Company will use its best efforts to (i) register or qualify
the Registrable  Securities under such other securities or blue sky laws of such
jurisdictions in the United States as any Selling Holder reasonably (in light of
such Selling  Holder's  intended plan of  distribution)  requests and (ii) cause
such  Registrable  Securities  to be  registered  with or approved by such other
governmental  agencies  or  authorities  as may be  necessary  by  virtue of the
business and  operations of the Company and do any and all other acts and things
that may be reasonably  necessary or advisable to enable such Selling  Holder to
consummate the disposition of the Registrable  Securities  owned by such Selling
Holder;  provided that the Company will not be required to (A) qualify generally
to do business in any  jurisdiction  where it would not otherwise be required to
qualify but for this Section  3(d),  (B) subject  itself to taxation in any such
jurisdiction,  or (C)  consent  to  general  service  of  process  in  any  such
jurisdiction.

            (e) The Company will  immediately  notify the Selling Holder of such
Registrable  Securities,  at any time  when a  prospectus  relating  thereto  is
required to be delivered under the Securities Act, of the occurrence of an event
requiring the  preparation  of a supplement  or amendment to such  prospectus so
that, as thereafter delivered to the purchasers of such Registrable  Securities,
such prospectus will not contain an untrue  statement of a material fact or omit
to state any material  fact  required to be stated  therein or necessary to make
the statements therein not misleading and promptly make available to the Selling
Holder any such supplement or amendment.

            (f) The  Company and the  Selling  Holder will enter into  customary
agreements  and take such other actions as are  reasonably  required in order to
expedite or facilitate the disposition of such Registrable Securities.

            (g) The Company will make  available  for  inspection by any Selling
Holder,  any  Underwriter  participating  in any  disposition  pursuant  to such
registration  statement  and any  attorney,  accountant  or  other  professional
retained  by  any  such  Selling  Holder  or  Underwriter   (collectively,   the
"Inspectors"),  all financial and other records,  pertinent  corporate documents
and  properties  of the  Company  (collectively,  the  "Records")  as  shall  be
reasonably   necessary   to  enable  them  to  exercise   their  due   diligence
responsibility,  and cause the officers,  directors and employees of the Company
to supply all information  reasonably  requested by any Inspectors in connection
with such registration statement.  Records which the Company determines, in good
faith, to be confidential and which it, in writing,  notifies the Inspectors are
confidential  shall not be disclosed by the Inspectors unless (i) the disclosure
of such Records is necessary to avoid or correct a misstatement  or  omission in
such  registration  statement  or (ii) the  release  of such  Records is ordered
pursuant to a subpoena or other  order from a court of  competent  jurisdiction.
The  Selling  Holder of such  Registrable  Securities  agrees  that  information
designated by the Company as confidential and obtained by it as a result of such
inspections  shall be  deemed  confidential  and  shall not be used by it as the
basis for any  market  transactions  in the  securities  of the  Company  or its
affiliates unless and until such is made generally  available to the public. The
Selling Holder of such  Registrable  Securities  further sees that it will, upon
learning  that the  disclosure of such Records is sought in a court of competent
jurisdiction,  give notice to the Company and allow the Company, at its expense,
to undertake  appropriate  action to prevent  disclosure  of the Records  deemed
confidential.

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            (h) The Company will  otherwise  use its best efforts to comply with
all  applicable  rules and  regulations  of the SEC,  and make  available to its
security  holders,  as soon as  reasonably  practicable,  an earnings  statement
covering a period of twelve (12) months, beginning within three (3) months after
the effective date of the registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act.

            (i) The Company will use its best  efforts to cause all  Registrable
Securities  to be  listed  for  trading  on each  securities  exchange  or other
securities  market on which  similar  securities  issued by the Company are then
listed.

            (j) The  Company  may  require  the  Selling  Holder of  Registrable
Securities  to  promptly  furnish  in writing to the  Company  such  information
regarding the distribution of the Registrable Securities as the Company may from
time to time  reasonably  request and such other  information  as may be legally
required in connection with such registration.

            (k) The Selling  Holder  shall,  upon receipt of any notice from the
Company of the  happening of any event of the kind  described in Section  3.1(e)
hereof,  forthwith discontinue disposition of Registrable Securities pursuant to
the  registration  statement  covering such  Registrable  Securities  until such
Selling Holder's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3.1(e) hereof, and, if so directed by the Company,  such
Selling Holder will deliver to the Company all copies, other than permanent file
copies then in such Selling Holder's  possession,  of the most recent prospectus
covering such Registrable  Securities at the time of receipt of such notice.  In
the event the  Company  shall give such  notice,  the Company  shall  extend the
period during which such registration statement shall be maintained effective by
the number of days during the period from and  including  the date of the giving
of notice  pursuant to Section  3.1(e) hereof to the date when the Company shall
make available to the Selling Holder of Registrable  Securities  covered by such
registration statement a prospectus  supplemented or amended to conform with the
requirements of Section 3.1(e) hereof.

        3.2  REGISTRATION  EXPENSES.  In addition to the expenses  payable under
Section 4.1, in connection with any registration  statement required to be filed
hereunder,   the  Company  shall  pay  all  registration  expenses  incurred  in
connection  with  the  registration  hereunder  (the  "Registration  Expenses"),
including the following:  (i) all  registration  and filing fees,  (ii) fees and
expenses of compliance with  securities or blue sky laws  (including  reasonable
fees and disbursements of counsel in connection with blue sky  qualifications of
the Registrable  Securities),  (iii) printing  expenses,  (iv) internal expenses
(including,  without  limitation,  all salaries and expenses of its officers and
employees  performing  legal or  accounting  duties),  (v) the fees and expenses
incurred in connection with the listing of the  Registrable  Securities and (vi)
reasonable fees and  disbursements of counsel for the Company and customary fees
and  expenses  for  independent  certified  public  accountants  retained by the
Company. The Company shall not have any obligation to pay any underwriting fees,
discounts or commission attributable to the sale of Registrable  Securities,  or
any  out-of-pocket  expenses  of the Holder  (or the  agents  who  manage  their
accounts) or the Underwriter or any fees and expenses of  Underwriter's  counsel
or counsel to the Selling Holder.


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                                   ARTICLE IV
                                 INDEMNIFICATION

        4.1 INDEMNIFICATION BY THE COMPANY.  The Company agrees to indemnify and
hold  harmless the Selling  Holder from and against any and all losses,  claims,
damages,  liabilities and expenses (including reasonable counsel fees) caused by
any untrue statement or alleged untrue statement of a material fact contained in
any registration  statement or prospectus relating to the Registrable Securities
(as amended or  supplemented  if the Company shall have furnished any amendments
or supplements thereto) or any preliminary prospectus, or caused by any omission
or alleged  omission  to state  therein a material  fact  required  to be stated
therein or  necessary  to make the  statements  therein not  misleading,  except
insofar as such losses, claims, damages,  liabilities and expenses are caused by
any such untrue  statement or omission or alleged  untrue  statement or omission
based upon  information  furnished  in writing  to the  Company by such  Selling
Holder or on such Selling Holder's behalf  expressly for use therein;  provided,
however, that with respect to any untrue statement or omission or alleged untrue
statement or omission made in any preliminary prospectus,  or in any prospectus,
as the case may be, the  indemnity  contained in this Section 41 shall not apply
to the extent any such loss, claim,  damage,  liability and expense results from
the fact that a copy of the current prospectus (as amended and supplemented,  if
applicable) was not sent or given to the Person asserting any such loss,  claim,
damage or liability at or prior to the written  confirmation  of the sale of the
Registrable  Securities  concerned to such Person if it is  determined  that the
Company has provided such current  prospectus in accordance  with Section 3.1(b)
and it was the responsibility of such Selling Holder to provide such Person with
a copy of such current prospectus and such copy of such current prospectus would
have cured the defect  giving rise to such loss,  claim,  damage,  liability  or
expense.

        4.2  INDEMNIFICATION BY HOLDER OF REGISTRATION  SECURITIES.  The Selling
Holder  agrees  to  indemnify  and hold  harmless  the  Company,  its  officers,
directors  and agents and each Person,  if any, who controls the Company  within
the  meaning  of either  Section 15 of the  Securities  Act or Section 20 of the
Exchange Act to the same extent as the foregoing  indemnity  from the Company to
such Selling  Holder,  but only with reference to  information  relating to such
Selling  Holder  furnished in writing by such Selling  Holder or on such Selling
Holder's behalf  expressly for use in any  registration  statement or prospectus
relating to the Registrable Securities,  or any amendment or supplement thereto,
or any preliminary prospectus. In case any action or proceeding shall be brought
against  the  Company or any of its  officers,  directors  or agents or any such
controlling  Person,  in respect of which  indemnity may be sought  against such
Selling  Holder,  such Selling  Holder shall have the rights and duties given to
the Company, and the Company and its respective  officers,  directors and agents
and such  controlling  person  shall have the  rights  and duties  given to such
Selling Holder, by the preceding and succeeding paragraphs.

        4.3 CONDUCT OF INDEMNIFICATION PROCEEDINGS. If any proceeding (including
any  governmental  investigation)  shall be  instituted  involving any Person in
respect of which  indemnity  may be sought  pursuant to Section 4.1 or 4.2, such
Person (an  "Indemnified  party") shall promptly  notify the Person against whom
such  indemnity  may be sought (an  "Indemnifying  Party")  in  writing  and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably satisfactory to such Indemnified Party, and shall assume the

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payment of all fees and expenses. In any such proceeding,  any Indemnified Party
shall have the right to retain its own  counsel,  but the fees and  expenses  of
such counsel  shall be at the expense of such  Indemnified  Party unless (i) the
Indemnifying  Party and the Indemnified  Party shall have mutually agreed to the
retention  of such  counsel  or (ii) the named  parties  to any such  proceeding
(including any impleaded  parties)  include both the  Indemnified  Party and the
Indemnifying  Party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. It
is understood  that the  Indemnifying  Party shall not, in  connection  with any
proceeding or related  proceedings in the same  jurisdiction,  be liable for the
reasonable  fees and  expenses of more than one separate  firm of attorneys  (in
addition to any local counsel) at any time for all such Indemnified Parties, and
that all such fees and expenses shall be reimbursed as they are incurred. In the
case of any such separate firm for the Indemnified  Parties,  such firm shall be
designated in writing by the Indemnified  Parties.  The Indemnifying Party shall
not be liable for any settlement of any proceeding  effected without its written
consent,  but if settled with such consent,  or if there be a final judgment for
the plaintiff,  the  Indemnifying  Party shall  indemnify and hold harmless such
Indemnified Parties from and against any loss or liability (to the extent stated
above) by reason of such settlement or judgment.  No  Indemnifying  Party shall,
without  the  prior  written  consent  of  the  Indemnified  Party,  effect  any
settlement  of any  pending  or  threatened  proceeding  in respect of which any
Indemnified  Party is or could have been a party and  indemnity  could have been
sought hereunder by such Indemnified Party,  unless such settlement  includes an
unconditional  release of such Indemnified  Party from all liability arising out
of such proceeding.


                                    ARTICLE V
                                  MISCELLANEOUS

        5.1   PARTICIPATION  IN  UNDERWRITTEN   REGISTRATIONS.   No  Person  may
participate in any  underwritten  registration  hereunder unless such Person (a)
agrees  to  sell  such  Person's   securities  on  the  basis  provided  in  any
underwriting  arrangements approved by the Persons entitled hereunder to approve
such arrangements, and (b) completes and executes all questionnaires,  powers of
attorney,  indemnities,  underwriting  agreements and other documents reasonably
required  under  the  terms  of  such   underwriting   arrangements   and  these
Registration Rights.

        5.2 RESTRICTIONS ON PUBLIC SALE. The Selling Holder shall not effect any
public sale or  distribution  of the  securities  being  registered or a similar
security of the Company,  or any securities  convertible into or exchangeable or
exercisable for such securities, including a sale pursuant to Rule 144 under the
Securities  Act, at any time in violation of any  provisions of Federal or state
securities laws.

        5.3  AMENDMENT  AND  MODIFICATION.  This  Agreement  may be  amended  or
modified,  and any provision of this  Agreement  may be waived,  only by written
agreement of the Company and Holder.

        5.4  SUCCESSORS:  ASSIGNMENT.  This Agreement  shall be binding upon and
shall  inure to the  benefit of the parties  hereto and their  respective  legal
representatives, successors and

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permitted  assigns,  except  that the  Company  may not  assign  its  rights and
obligations hereunder.  Except as otherwise provided herein, the Shareholder may
assign his rights and obligations under this Agreement upon prior written notice
to the Company,  but no such assignment shall relieve the assigning party of his
obligations hereunder.

        5.5  NOTICES.  Any notice or other  communication  under this  agreement
shall be in writing and shall be considered  given upon  receipt,  if personally
delivered  or  telecopied,  or one day after  delivery to a courier for next-day
delivery,  to the  parties at the  addresses  set forth  below (or at such other
address as a party may specify by notice to the others).


If to the Company, to it at:                Accuhealth, Inc.
                                            1575 Bronx River Avenue
                                            Bronx, New York 10460
                                            Attention:    Glenn C. Davis
                                            Facsimile number: 718-824-2432

with a copy to:                             Cohen & Tauber LLP
                                            330 Madison Avenue
                                            New York, New York 10022
                                            Attention:    Y. Jerry Cohen, Esq.
                                            Facsimile number: 212-972-6569

and a copy to                               Proskauer Rose LLP
                                            1585 Broadway
                                            New York, NY 10036
                                            Attention:    Robert Cantone, Esq.
                                            Facsimile number: (212) 969-2900

If to the Shareholder to:                   Jeffrey S. Freed, M.D.
                                            50 East 79th Street
                                            New York, NY 10021

with a copy to:                             Baer Marks & Upham LLP
                                            805 Third Avenue
                                            New York, NY 10022
                                            Leslie J. Levinson, Esq.
                                            Facsimile number: (212)702-5957

        5.6 GOVERNING LAW. This Agreement  shall be governed by and construed in
accordance with the law of the state of New York with respect to contracts to be
wholly performed in such State.

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<PAGE>

        5.7  COUNTERPARTS.  This  Agreement  may be  executed  in  two  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
shall constitute one and the same agreement.

        IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as
of the date set forth above.


                                                 ACCUHEALTH, INC.

                                                 By: /s/ GLENN C. DAVIS
                                                    ----------------------------
                                                 Name:  Glenn C. Davis
                                                 Title: 


                                                    /s/ Jeffrey S. Freed, M.D.
                                                    ----------------------------
                                                        JEFFREY S. FREED, M.D.


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