AMENDMENT NO.3 AND JOINDER AGREEMENT




         THIS AMENDMENT  NO.3 AND JOINDER  AGREEMENT  ("Agreement")  is entered
into as of July 30, 1997, by and among ACCUHEALTH, INC., a corporation organized
under the laws of the State of New York  ("Accuhealth"),  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") (Accuhealth, Midview, AJIC, Citiview and PHCIS, each a "Borrower" and,
jointly  and  severally,  the  "Borrowers"),  and  ROSENTHAL &  ROSENTHAL,  INC.
("Lender").

                                   BACKGROUND

         Borrowers  (other  than  PHCIS) and  Lender  are  parties to a Loan and
Security  Agreement  dated as of April 28, 1994,  as amended by  Amendment  No.1
dated as of February  1.1996 and Amendment No.2 dated as of February 1, 1997 (as
further amended, supplemented or otherwise modified from time to time, the "Loan
Agreement")  pursuant to which Lender provided Borrowers (other than PHCIS) with
certain financial accommodations.

         Pursuant to an Agreement and Plan of Merger dated as of March 14, 1997,
by and among  Accuhealth,  ACH Acquiring  Corp.,  a  wholly-owned  subsidiary of
Accuhealth ("Sub"), ProHealthCare, Inc. ("ProHealthCare"), PHCIS, a wholly-owned
subsidiary of ProHealthCare, Thomas Laurita and David Brian Cohen (the "Purchase
Agreement") (i) Accuhealth  acquired all of the issued and outstanding shares of
capital  stock  PHCIS from  ProHealthCare  and (ii) Sub was merged with and into
PHCIS with PHCIS as the surviving corporation.

         Borrowers (other than PHCIS) have requested that Lender permit PHCIS to
become a Borrower under the Loan Agreement and Lender is willing to do so on the
terms and conditions hereafter set forth.

         NOW,  THEREFORE,  in  consideration  of any loan or advance or grant of
credit  heretofore  or  hereafter  made to or for the  account of  Borrowers  by
Lender,  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

         1.        DEFINITIONS.  All  capitalized  terms not  otherwise  defined
herein shall have the meanings given to them in the Loan Agreement.

         2.        JOINDER.

                    (a) PHCIS is hereby added as an  additional  Borrower  under
the Loan Agreement,  and all references to "Borrower" or "Borrowers"  thereunder
shall henceforth be deemed to include PHCIS;

                    (b) PHCIS hereby  adopts the Loan  Agreement and each of the
Ancillary

<PAGE>

Agreements  and  assumes  in  full,  and  acknowledges  that it is  jointly  and
severally  liable for, the payment,  discharge,  satisfaction and performance of
all Obligations under the Loan Agreement and the Ancillary  Agreements.  Without
limiting the generality of the foregoing,  in order to secure the prompt payment
and performance to Lender of the Obligations,  PHCIS hereby assigns, pledges and
grants to Lender a continuing security interest in and to all of its Collateral,
whether now owned or existing or hereafter  acquired or arising and  wheresoever
located.

         3.  Amendment  to  Loan  Agreement.  Subject  to  satisfaction  of  the
conditions  precedent set forth in Section 4 below, the Loan Agreement is hereby
amended as follows:

         (a) Section 1(a) of the Loan  Agreement is hereby amended by adding the
following defined term in its appropriate alphabetical order:

             "PHCIS" shall mean  ProHealthCare  Infusion  Services,  Inc., a New
Jersey corporation.


         (b) Exhibit 12(1)  to the Loan  Agreement  is  amended  by  adding  the
following at the end thereof:

            "4.       30 Hillside Avenue
                      Springfield, NJ 07081"

         (c)  Exhibit  12(m) to the Loan  Agreement  is  amended  by adding  the
following at the end thereof:



            "15.  Promissory Note dated July 30, 1997 by ProHealthCare Infusion
                  Services, Inc. ("PHCIS") in favor of Bergen Brunswig Drug
                  Company ("Bergen") in the principal amount of $262,035.00,
                  which note is subject to the Subordination and Intercreditor
                  Agreement dated as of July 30, 1997 among PHCIS, Bergen and
                  Lender."

         4. CONDITIONS OF  EFFECTIVENESS.  This Agreement shall become effective
upon satisfaction of the following conditions precedent:

                  (i)  Lender  shall  have   received  in  form  and   substance
         satisfactory  to Lender four (4) copies of this Agreement duly executed
         by each Borrower (including PHCIS) and consented to by each Guarantor;

                  (ii)  Lender  shall  have   received  in  form  and  substance
         satisfactory to Lender an executed Purchase  Agreement and all exhibits
         and schedules  thereto and all other documents and agreements  executed
         in connection therewith,  including,  but not limited to the Employment
         Agreement,   Non-competition   Agreement,   Tax  Provisions  Agreement,
         Assignment and Assumption Agreement and Registration Rights Agreement;

                                       -2-

<PAGE>

                  (iii)   Accuhealth   and/or  PHCIS  shall  have  obtained  all
         necessary consents with respect to each contract,  lease, and agreement
         being  assigned to  Accuhealth  and/or  PHCIS  pursuant to the Purchase
         Agreement.  Accuhealth and PHCIS hereby  covenant that no conditions to
         effectiveness  of the Purchase  Agreement shall be waived by Accuhealth
         or PHCIS without Lender's prior written consent, such consent not to be
         unreasonably withheld;

                  (iv)  Lender  shall have  received  an  executed  Amended  and
         Restated Term Note in the form attached hereto as Exhibit A,

                  (v)  Lender  shall  have   received  in  form  and   substance
         satisfactory to Lender a Collateral  Assignment  executed by Accuhealth
         with respect to its rights under the Purchase Agreement;

                  (vi) Each document (including, without limitation, any Uniform
         Commercial  Code  financing  statement)  required by this  Agreement or
         under law or reasonably requested by Lender to be filed,  registered or
         recorded in order to create,  in favor of Lender, a perfected  security
         interest in or lien upon the Collateral  owned by PHCIS shall have been
         properly  filed,  registered or recorded in each  jurisdiction in which
         the  filing,  registration  or  recordation  thereof is so  required or
         requested,  and Lender shall have received an  acknowledgment  copy, or
         other evidence satisfactory to it, of each such filing, registration or
         recordation and  satisfactory  evidence of the payment of any necessary
         fee, tax or expense relating thereto;

                  (vii) Lender shall have received a copy of the  resolutions in
         form and substance  reasonably  satisfactory to Lender, of the Board of
         Directors  of  PHCIS  authorizing  (x)  the  execution,   delivery  and
         performance  of this  Agreement,  and (y) the  granting by PHCIS of the
         Liens upon the  Collateral  certified by the  Secretary or an Assistant
         Secretary  of  PHCIS  as of the  date  of  this  Agreement;  and,  such
         certificate shall state that the resolutions thereby certified have not
         been  amended,  modified,  revoked or  rescinded as of the date of such
         certificate;

                  (viii)  Lender  shall have  received a copy of the Articles or
         Certificate of  Incorporation  of PHCIS,  and all  amendments  thereto,
         certified by the  Secretary of State or other  appropriate  official of
         its jurisdiction of  incorporation  together with copies of the By-Laws
         of PHCIS  certified  as accurate  and  complete by the  Secretary or an
         Assistant Secretary of PHCIS;

                  (ix) Lender shall have received good standing certificates for
         PHCIS  dated not more than  thirty  (30) days prior to the date of this
         Agreement,  issued  by the  Secretary  of State  or  other  appropriate
         official of PHCIS's jurisdiction of incorporation and each jurisdiction
         where the conduct of PHCIS's  business  activities  or the ownership of
         its properties necessitates qualification;

                  (x) Lender shall have received the executed  legal opinions of
         Proskauer  Rose Goetz &  Mendelsohn  LLP and  Crummy,  Del Deo,  Dolan,
         Griffinger & Vecchione,

                                       -3-
<PAGE>


         each in form and  substance  satisfactory  to Lender  regarding the due
         authorization,   enforceability  and  validity  of  this  Agreement  by
         Borrowers  (other  than  PHCIS)  and  PHCIS,   respectively,   and  the
         transactions contemplated herein;

                  (xi)  Lender  shall  have   received  in  form  and  substance
         satisfactory to Lender,  certified copies of PHCIS's casualty insurance
         policies,  together with loss payable endorsements on Lender's standard
         form of loss  payee  endorsement  naming  Lender  as  loss  payee,  and
         certified copies of PHCIS's liability insurance policies, together with
         endorsements naming Lender as a co-insured;

                  (xii)  Lender  shall  have  received  a duly  executed  letter
         agreement  regarding the use of the lockbox account currently used with
         respect to the  Borrowers  (other  than  PHCIS) for the  collection  or
         servicing of the Accounts and proceeds of the Collateral of PHCIS;

                  (xiii)  Lender  shall  have  received  in form  and  substance
         satisfactory   to  Lender  all  landlord,   mortgagee  or  warehousemen
         agreements;

                  (xiv)  Lender shall have  reviewed  all material  contracts of
         PHCIS including,  without limitation,  leases,  union contracts,  labor
         contracts,   vendor   supply   contracts,    license   agreements   and
         distributorship  agreements and such contracts and agreements  shall be
         satisfactory in all respects to Lender;

                  (xv) Lender shall have received (a) schedules  describing  all
         Receivables  or  Medicare/Medicaid   Receivables  and (b)  confirmatory
         written   assignments   of  such   Receivables   or   Medicare/Medicaid
         Receivables to Lender; and

                  (xvi)  Lender  shall have  received  such other  certificates,
         instruments,  documents and agreements as may reasonably be required by
         Lender or its  counsel,  each of which  shall be in form and  substance
         satisfactory to Lender and its counsel.

         5. REPRESENTATIONS AND WARRANTIES.  Each Borrower hereby represents and
warrants, with respect to itself, as follows:

                  (a) This Agreement and the Loan Agreement,  as amended hereby,
         constitute  legal,  valid and binding  obligations of such Borrower and
         are  enforceable   against  such  Borrower  in  accordance  with  their
         respective terms.

                  (b) Upon  the  effectiveness of this Agreement,  such Borrower
         (other than PHCIS) hereby reaffirms all covenants,  representations and
         warranties  made in the Loan  Agreement  to the extent the same are not
         amended hereby and agrees that all such covenants,  representations and
         warranties shall be deemed to have been remade as of the effective date
         of this Agreement.

                  (c) No Event of Default  or  Incipient  Event of  Default  has
         occurred and is  continuing  or would exist after giving effect to this
         Agreement.


                                       -4-

<PAGE>
                  (d) Such Borrower has no defense,  counterclaim or offset with
         respect to the Loan Agreement.

         6. REPRESENTATIONS AND WARRANTIES OF PHCIS. PHCIS hereby represents and
warrants that it is a corporation  duly organized and validly existing under the
laws of the  State  of New  Jersey,  and that it is duly  qualified  and in good
standing  in every  other  state or  jurisdiction  in which  the  nature  of its
business presently requires such qualification.

          7. EFFECT ON THE LOAN AGREEMENT.

         (a) Upon the  effectiveness of Section 2 hereof,  each reference in the
Loan Agreement to "this Agreement,"  "hereunder," "hereof," "herein" or words of
like  import  shall mean and be a  reference  to the Loan  Agreement  as amended
hereby.

         (b) Except as specifically amended herein, the Loan Agreement, and all
other  documents,  instruments  and  agreements  executed  and/or  delivered  in
connection  therewith,  shall  remain in full force and  effect,  and are hereby
ratified and confirmed.

         (c) The execution,  delivery and  effectiveness of this Agreement shall
not operate as a waiver of any right,  power or remedy of Lender, nor constitute
a  waiver  of any  provision  of the Loan  Agreement,  or any  other  documents,
instruments  or  agreements  executed  and/or  delivered  under or in connection
therewith.

         8. GOVERNING LAW. This Agreement shall be binding upon and inure to the
benefit of the parties  hereto and their  respective  successors and assigns and
shall be governed by and construed in  accordance  with the laws of the State of
New York.

         9. HEADINGS. Section headings in this Agreement are included herein for
convenience  of reference only and shall not constitute a part of this Agreement
for any other purpose.

         10. COUNTERPARTS: TELECOPIED SIGNATURES. This Agreement may be executed
in any number of and by different parties hereto, on separate counterparts,  all
of which when so executed shall be deemed an original, but all such counterparts
shall constitute one and the same agreement.  Any signature delivered by a party
by facsimile transmission shall be deemed to be an original signature hereto.

         IN WITNESS WHEREOF, this Agreement has been duly executed as of the day
and year first written above.

                               ACCUHEALTH, INC., as Borrower and 
                               Borrowing Agent


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


                                       -5-


<PAGE>

                                        MIDVIEW DRUG,  INC., as Borrower 


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

                                        ACCUHEALTH HOME CARE, INC., as Borrower 


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

                                        CITIVIEW DRUG CO., INC., as Borrower 


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

                                        PROHEALTHCARE INFUSION SERVICES, INC., 
                                        as Borrower 


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

                                        ROSENTHAL & ROSENTHAL, INC., as Lender 


                                        By: /s/ 
                                           -------------------------------------
                                        Title: Executive Vice President

CONSENTED TO:

/s/ GLENN C. DAVIS
------------------------------
    Glenn C. Davis

------------------------------
STANLEY GOLDSTEIN


                                      -6-
<PAGE>


                                        MIDVIEW DRUG,  INC., as Borrower 


                                        By: 
                                           -------------------------------------
                                        Title: 
                                              ----------------------------------


                                        ACCUHEALTH HOME CARE, INC., as Borrower 

                                        By: 
                                           -------------------------------------
                                        Title: 
                                              ----------------------------------


                                        CITIVIEW DRUG CO., INC., as Borrower 


                                        By: 
                                           -------------------------------------
                                        Title: 
                                              ----------------------------------


                                        PROHEALTHCARE INFUSION SERVICES, INC., 
                                        as Borrower 

                                        By: 
                                           -------------------------------------
                                        Title: 
                                              ----------------------------------


                                        ROSENTHAL & ROSENTHAL, INC., as Lender 

                                        By: 
                                           -------------------------------------
                                        Title: 
                                              ----------------------------------

CONSENTED TO:


---------------------------------
GLENN C. DAVIS

/s/ STANLEY GOLDSTEIN
---------------------------------
    STANLEY GOLDSTEIN


                                      -6-
<PAGE>


                                    EXHIBIT A

                               MENDED AND RESTATED
                                    TERM NOTE

$500,000.00                                                 New York, New York 
                                                            July ___, 1997

                  This Amended and Restated  Term Note is executed and delivered
under and  pursuant to the terms of that  certain  Loan and  Security  Agreement
dated as of April  28,  1994,  as  amended  by (i)  Amendment  No.1  dated as of
February 1, 1996,  (ii)  Amendment  No.2 dated as of  February  1,1997 and (iii)
Amendment  No.3 and  Joinder  Agreement  dated as of the date  hereof (as may be
further  amended,   supplemented  or  modified  from  time  to  time  the  "Loan
Agreement") by and among  Accuhealth,  Inc.  ("Accuhealth"),  Midview Drug, Inc.
("Midview"),  Accuhealth  Home  Care,  Inc.  ("AHC"),  Citiview  Drug Co.,  Inc.
("Citiview")  and  ProHealthCare  Infusion  Services,  Inc.  ("PHCIS")  (each  a
"Borrower"  and,  jointly  and  severally,  the  "Borrowers")  and  Rosenthal  &
Rosenthal, Inc. ("Lender"). Capitalized terms not otherwise defined herein shall
have the meanings as provided in the Loan Agreement.

                  FOR VALUE RECEIVED,  Borrowers,  jointly and severally, hereby
promise to pay to the order of Lender at its offices  located at 1370  Broadway,
New York,  New York l00l~ or at such other place as Lender may from time to time
designate to Borrowers in writing:

                  (i) the  principal  sum of FIVE  HUNDRED  THOUSAND  AND 00/100
DOLLARS  ($500,000.00)  payable  in  accordance  with  the  terms  of  the  Loan
Agreement,  subject to  acceleration  upon the occurrence of an Event of Default
under the Loan Agreement,  earlier  termination of the Loan Agreement or earlier
prepayment as required pursuant to the terms thereof; and

                  (ii) interest on the  principal  amount of this Note from time
to time  outstanding,  payable  at the Term  Loan  Rate in  accordance  with the
provisions of the Loan Agreement. In no event, however, shall interest hereunder
exceed the maximum interest rate permitted by law.

                  This Note is the Term Note  referred to in the Loan  Agreement
and is secured,  inter alia, by the liens granted pursuant to the Loan Agreement
and the Ancillary Agreements,  is entitled to the benefits of the Loan Agreement
and the Ancillary Agreements and is subject to all of the agreements,  terms and
conditions therein contained.

                  This Note is subject to mandatory  prepayment  and may only be
voluntarily  prepaid, in whole or in part, on the terms and conditions set forth
in the Loan Agreement.

                  If an  Event  of  Default  under  Section  1 8~) of  the  Loan
Agreement shall occur, then this Note shall immediately  become due and payable,
without  notice,  together with  reasonable  attorneys'  fees if the  collection
hereof  is  placed in the hands of an  attorney  to  obtain or  enforce  payment
hereof.  If any other Event of Default  shall occur under the Loan  Agreement or
any of the Ancillary Agreements,  which is not cured within any applicable grace
period, then this Note may, as provided in the Loan Agreement, be declared to be
immediately due and


<PAGE>

payable,  without  notice,  together  with  reasonable  attorneys'  fees, if the
collection  hereof is placed in the hands of an  attorney  to obtain or  enforce
payment hereof.

                  This Note is being  delivered  in the  State of New York,  and
shall be construed and enforced in accordance with the laws of such State.

                  This Note amends and restate in its  entirety  and is given in
substitution for (but not satisfaction of) that certain Term Note dated February
1, 1997 made by Accuhealth,  Midview, AHC and Citiview to Lender in the original
principal amount of $500,000.

                  Borrowers  expressly waive any presentment,  demand,  protest,
notice of  protest,  or notice of any kind except as  expressly  provided in the
Loan Agreement.

                                     ACCUHEALTH, INC.


                                     By:
                                         ---------------------------------------
                                     Title:
                                         ---------------------------------------


                                     MIDVIEW DRUG, INC.

                                     By:
                                         ---------------------------------------
                                     Title:
                                         ---------------------------------------


                                     ACCUHEALTH HOME CARE, INC.


                                     By:
                                         ---------------------------------------
                                     Title:
                                         ---------------------------------------


                                     CITIVIEW DRUG CO., INC.


                                     By:
                                         ---------------------------------------
                                     Title:
                                         ---------------------------------------


                                     PROHEALTHCARE INFUSION SERVICES, INC.

                                     By:
                                         ---------------------------------------
                                     Title:
                                         ---------------------------------------


<PAGE>


STATE OF NEW YORK                    )
COUNTY OF NEW YORK                   : ss.:
                                     )

On the day of July,  1997,  before me personally came  _________________,  to me
known,  who  being  by me  duly  sworn,  did  depose  and  say  that  he is  the
_________________  of Accuhealth,  Inc., the corporation  described in and which
executed the foregoing instrument;  and that he signed his name thereto by order
of the each of the board of directors of said corporation.


                                                   -----------------------------
                                                   Notary Public


STATE OF NEW YORK                    )
COUNTY OF NEW YORK                   : ss.:
                                     )


On the ____ day of July, 1997, before me personally came __________________,  to
me  known,  who  being  by me duly  sworn,  did  depose  and say  that he is the
__________________ of Midview Drug, Inc., the corporation described in and which
executed the foregoing instrument;  and that he signed his name thereto by order
of the each of the board of directors of said corporation.


                                                   -----------------------------
                                                   Notary Public


STATE OF NEW YORK                    )
COUNTY OF NEW YORK                   : ss.:
                                     )


On the day of July,  1997,  before me personally came  _________________,  to me
known,  who  being  by me  duly  sworn,  did  depose  and  say  that  he is  the
_________________ of Accuhealth Home Care, Inc. the corporation described in and
which executed the foregoing instrument;  and that he signed his name thereto by
order of the each of the board of directors of said corporation.


                                                   -----------------------------
                                                   Notary Public


STATE OF NEW YORK                    )
COUNTY OF NEW YORK                   : ss.:
                                     )


On the ____ day of July, 1997, before me personally came ________________, to me
known,  who  being  by me  duly  sworn,  did  depose  and  say  that  he is  the
__________________  of Citiview Drug Co., Inc. the corporation  described in and
which executed the foregoing instrument;  and that he signed his name thereto by
order of the each of the board of directors of said corporation.


                                                   -----------------------------
                                                   Notary Public

<PAGE>

STATE OF NEW YORK                    )
COUNTY OF NEW YORK                   : ss.:
                                     )

On the ____ day of July, 1997, before me personally came _______________,  to me
known,  who  being  by me  duly  sworn,  did  depose  and  say  that  he is  the
__________________  of  ProHealthCare  Infusion  Services,  Inc. the corporation
described in and which executed the foregoing instrument; and that he signed his
name thereto by order of the each of the board of directors of said corporation.


                                                   -----------------------------
                                                   Notary Public