AMENDMENT NO. 2

                                       TO

                           LOAN AND SECURITY AGREEMENT

         THIS  AMENDMENT NO. 2  ("Amendment")  is entered into as of February 1,
1997, by and between Accuhealth, Inc., Midview Drug, Inc., Accuhealth Home Care,
Inc. and Citiview Drug Co., Inc.  (each, a "Borrower" and jointly and severally,
the "Borrowers") and Rosenthal & Rosenthal Inc. ("Lender").

                                   BACKGROUND

         Borrowers 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
(as further amended,  supplemented or otherwise  modified from time to time, the
"Loan  Agreement")  pursuant to which  Lender  provides  borrowers  with certain
financial accommodations.

         Borrowers have  requested  that Lender amend certain  provisions of 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 Borrower 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.  AMENDMENT  TO  LOAN  AGREEMENT.  Subject  to  satisfaction  of  the
conditions  precedent set forth in Section 3 below, the Loan Agreement is hereby
amended as follows:

         2.1. Section 1(a) is amended as follows:

         (a) The defined term "Contract Rate" is amended in its entirety to read
as follows:

             "CONTRACT RATE" shall mean, as applicable,  the Revolving  Interest
             Rate and the Term Loan Rate.

         (b) The defined term  "LOANS" is amended by  inserting  the  words, the
"Term Loan" immediately after the word "Advances" on the first line thereof.

         (c) The defined  term "TERM" is amended by deleting  the date "April 1,
1996" on the first line thereof and inserting the date "April 1, 1998".


<PAGE>

           (d) the  following  defined  terms are  inserted  in the  appropriate
alphabetical order:

               "REVOLVING  INTEREST RATE" means an interest rate per annum equal
               to the (i) Prime  Rate plus  (ii) two and  seven-eighths  percent
               (2-7/8%).

               "SECOND  AMENDMENT"  means  Amendment  No. 2 to Loan and Security
               Agreement  dated as of  February  1,  1997  among  borrowers  and
               Lender.

               "SECOND AMENDMENT EFFECTIVE DATE" shall mean February 1, 1997.

               "TERM LOAN" shall have the meaning set forth in Section 2(h).

               "TERM LOAN RATE"  means an  interest  rate per annum equal to the
               (i) Prime Rate plus (ii) five percent (5%).

               "TERM NOTE" shall mean the  promissory  note described in Section
               2(h) hereof.

         2.2   Section 2 of the Loan Agreement  is hereby  amended by adding the
following new subsection (h) at the end thereof:

               "(h) TERM  LOAN.  Subject to the terms and  conditions  set forth
         herein and in the Ancillary Agreements, Lender will make a term loan to
         Borrowers in the sum of $500,000 ("Term Loan").  The Term Loan shall be
         advanced  on the Second  Amendment  Effective  Date and shall be,  with
         respect to principal,  payable on the last day of the Term,  subject to
         acceleration  upon the  occurrence of an Event of Default  hereunder or
         termination of this Agreement,  and shall otherwise be evidenced by and
         subject to the terms and conditions  set forth in a secured  promissory
         note in  substantially  the form  attached to the Second  Amendment  as
         EXHIBIT 2(h) ("Term Note")."


         2.3 Section 3 of the Loan  Agreement is hereby  amended by (i) deleting
the term  "Revolving  Credit  Advances"  in the heading  thereof  and  inserting
"Loans" in its place and stead,  (ii)  placing an "(a)"  immediately  before the
word  "Borrowers"  on the second line and (iii) adding the  following at the end
thereof:

               "(b) The  Term  Loan  shall be due and  payable  as  provided  in
         paragraph  2(h) hereof and in the Term Note.  the Term Loan may only be
         voluntarily  prepaid,  in whole or in part, upon payment in full of the
         Revolving Credit Advances."

         2.4 Section  5(a)(i) of the Loan Agreement is hereby amended by placing
the word "applicable"  immediately  before the term "Contract Rate" on the third
line thereof.

                                      -2-

<PAGE>

         2.5 Section  5(b)(ii) of the Loan  Agreement  is hereby  amended in its
entirety to read as follows:

               "Borrowers  shall pay to Lender a facility fee in an amount equal
         to $40,000 per annum payable in equal quarterly installments of $10,000
         each on the 28th day of each July,  October,  January  and April  until
         this Agreement is irrevocably  terminated and all Obligations hereunder
         shall have been paid in full,  such  payments  to commence on April 28,
         1997."

         2.6.  Section 17 of the Loan Agreement is hereby amended in it entirety
to read as follows:

               "This Agreement shall continue in full force and effect until the
         expiration of the Term;  PROVIDED,  HOWEVER,  Lender may terminate upon
         the occurrence and  continuance of an Even of Default.  Notwithstanding
         the foregoing,  Lender shall release its security interests at any time
         after fifteen (15) days notice upon payment to it of all Obligations if
         Borrowers  shall have (i) provided  Lender with an executed  release of
         any and all claims which  Borrowers may have or  thereafter  shall have
         under this  Agreement and (ii) paid to Lender (x) the unpaid balance of
         the  facility  fee  referred  to in  Section 5 hereof  and (y) an early
         payment  during the period ending with the expiration of the Term equal
         to the product of (x) $150,000 multiplied by (y) the difference between
         (i) fourteen (14) and (ii) the number of full months which have elapsed
         from the Second  Amendment  Effective Date until the date of payment of
         the fee hereunder, such fee being intended to compensate Lender for its
         costs and expenses  incurred in initially  approving  this Agreement or
         extending same (the "Prepayment Fee").

               Notwithstanding the foregoing,  in the event that Borrowers shall
         terminate  this Agreement at a time when no Event of Default shall have
         occurred  and be  continuing  solely  because  the  sum of  Receivables
         Availability  plus Inventory  Availability  minus  applicable  reserves
         ("Availability")   shall   have   decreased   by  more  than  50%  from
         Availability  as of the end of the  immediately  preceding  month,  the
         early payment fee during the period  ending with the  expiration of the
         Term,  equal to the product of seventy five percent (75%) of the actual
         interest  charges for the three (3) months  immediately  preceding  the
         date of termination (the "Line Fee").

               Notwithstanding the foregoing, in the event that Lender (x) shall
         terminate  this  Agreement at any time  following  the  occurrence  and
         during the  continuance  of an Event of Default or (y) shall assign all
         of the  Obligations  to a  transferee  pursuant  to the  provisions  of
         Section 15 hereof and  Borrower  terminates  this  Agreement,  Borrower
         shall not be obligated to pay any early payment fee.

               Notwithstanding the foregoing,  in the event that Borrowers shall
         terminate this Agreement after (a) Accuhealth shall sell  substantially
         all of its assets or common stock to Care Group Inc. or (b)  Accuhealth
         shall complete a merger with Care Group Inc.,  the Prepayment  Fee, the
         Line Fee and the facility fee due in

                                       -3-
<PAGE>

         accordance with Section  5(b)(ii) of this Agreement,  in the aggregate,
         shall not exceed $75,000.

     3. CONDITIONS OF EFFECTIVENESS. This amendment shall become effective as of
February 1, 1997,  when and only when Lender  shall have  received  (i) four (4)
copies of this  Amendment  executed by Borrower and  consented  and agreed to by
Glenn C. Davis and Stanley Goldstein as limited  guarantors  subject to the same
Guaranty Agreements described in the Loan Agreement, (ii) a certified resolution
of each Borrower  authorizing  the acceptance of the terms and provisions of the
Term Loan and the increase of the facility, (iii) the Term Note executed by each
Borrower  with  respect  to the  Term  Loan  described  in  Section  2.2 of this
Amendment and (iv) such other certificates, instruments,  documents,  agreements
and  opinions of counsel as may be requited  by Lender or its  counsel,  each of
which shall be in form and substance satisfactory to Lender and its counsel.

     4.  REPRESENTATIONS AND WARRANTIES.  Borrowers hereby represent and warrant
as  follows:

               (a) this  Amendment and the Loan  Agreement,  as amended  hereby,
         constitute  legal,  valid and binding  obligations of Borrowers and are
         enforeceable  against  Borrowers in  accordance  with their  respective
         terms.

               (b) Upon the  effectiveness  of this Amendment,  Borrowers hereby
         reaffirm all covenants, representations and warranties made in the Loan
         Agreement to the extent the same are not amended  hereby and agree that
         all such covenants,  representations  and warranties shall be deemed to
         have been remade as of the effective date of this Amendment.

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

               (d)  Borrowers  have no  defense,  counterclaim  or  offset  with
         respect to the Loan Agreement.

         5.    EFFECT ON THE LOAN AGREEMENT.

               (a) Upon the  effectiveness of this Amendment,  each reference in
the Loan Agreement to "this Agreement,"  "hereunder,"  "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 Amendment
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.

                                       -4-
<PAGE>

         6. GOVERNING LAW. This Amendment 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.

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

         8.  COUNTERPARTS.  This Amendment may be executed by the parties hereto
in one or more  counterparts,  each of which shall be deemed an original and all
of  which  taken  together  shall  be  deemed  to  constitute  one and the  same
agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       -5-
<PAGE>

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

                                             ACCUHEALTH, INC.

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

                                             MIDVIEW DRUG, INC.

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

                                             ACCUHEALTH HOME CARE, INC.

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

                                             CITIVIEW DRUG CO., INC.

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

                                             ROSENTHAL & ROSENTHAL, INC.

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

CONSENTED AND AGREED TO:

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

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


                                       -6-

<PAGE>

                                             ACCUHEALTH, INC.

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

                                             MIDVIEW DRUG, INC.

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

                                             ACCUHEALTH HOME CARE, INC.

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

                                             CITIVIEW DRUG CO., INC.

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

                                             ROSENTHAL & ROSENTHAL, INC.

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

CONSENTED AND AGREED TO:

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


/s/ STANLEY GOLDSTEIN
-------------------------
    Stanley Goldstein


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