REGISTRATION RIGHTS AGREEMENT

         Registration Rights Agreement (This "Agreement"),  dated April 9, 1998,
by and between Accuhealth,  Inc., a New York corporation,  (the "Company"),  and
Linda Barkan (the "Shareholder").

                                    RECITALS:

         A. The Shareholder is the owner of 233,049 shares of common stock,  par
value $.01 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'9  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 5-8 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 reas6nably  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 agrees 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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<PAGE>

                  (h) The Company will  otherwise use its best efforts to comply
with ail 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 4.1 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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<PAGE>


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:                  Linda Barkan, R.N.
                                            15-27 212 St.
                                            Bayside, New York 11360

 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 As Atty-In-Fact
                                            ------------------------------------
                                                Jeffrey S. Freed 
                                                LINDA BARKAN, R.N.


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