AMENDMENT No.4 AND JOINDER AGREEMENT

         THIS AMENDMENT No.4 AND JOINDER AGREEMENT ("Amendment") is entered into
as of April ___ 1998 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 ("AFIC"),  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"), HEALIX HEALTHCARE, INC. a corporation organized under the laws of the
State of Delaware ("Hill"),  PRN HOMECARE AGENCY,  INC. a corporation  organized
under the laws of the State of New Jersey ("PRN"), AMERIX NURSING HOLDINGS, INC.
a  corporation  organized  under the laws of the State of  Delaware  ("Amerix"),
HEALIX HEALTHCARE,  INC. a corporation  organized under the laws of the State of
New York  ("Healthcare"),  HEALIX  HEALTHCARE  OF NEW YORK,  INC. a  corporation
organized  under  the laws of the  state of New York  ("Healix  NY"),  RYE BEACH
HEALTHCARE, INC. a corporation organized under the laws of the State of New York
("Rye Beach"), HEALIX HEALTHCARE OF NEW JERSEY a corporation organized under the
laws of the  State of New  Jersey  ("Healix  NY')  and  AMERICARE  HOME  NURSING
SERVICES, INC. a corporation organized under the laws of the State of New Jersey
("Americare"),  (Accuhealth,  Midview, AHC, Citiview,  PHCIS, Hill, PRN, Amerix,
Healthcare,  Healix NY, Rye Beach,  Healix NJ and  Americare,  each a "Borrower"
and, jointly and severally, the "Borrowers"),  and ROSENTHAL & ROSENTHAL,  INC.
("Lender").

                                   BACKGROUND

         Borrowers  (other than HHI, PRN,  Amerix,  Healthcare,  Healix NY, Rye
Beach,  Healix NJ and Americare) 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, Amendment No.2 dated as of February 1, 1997 and Amendment No.3
and  Joinder  Agreement  dated  as  of  July  30,  1997  (as  further  amended,
supplemented  or otherwise  modified  from time to time,  the "Loan  Agreement")
pursuant to which  Lender  provided  Borrowers  (other than Hill,  PRN,  Amerix,
Healthcare,  Healix  NY,  Rye  Beach,  Healix  NJ and  Americare)  with  certain
financial accommodations.

         Pursuant to an Agreement and Plan of Merger dated as of December  1997,
by and among  Accuhealth,  HHI Acquiring  Corp.,  a  wholly-owned  subsidiary of
Accuhealth  ("Sub"),  HHI, Linda Barkan,  Chaim Charytan,  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 "Purchase Agreement")
(i)  Accuhealth  acquired  all of the issued and  outstanding  shares of capital
stock  of Hill  and (ii)  Sub was  merged  with  and  into HHI with  Hill as the
surviving corporation.

         Borrowers  (other than HHI, PRN,  Amerix,  Healthcare,  Healix NY, Rye
Beach,  Healix NJ and Americare)  have requested that Lender permit each of HHI,
PRN, Amerix, Healthcare, Healix NY, Rye Beach, Healix NJ and Americare to become
a Borrower under the Loan Agreement and


<PAGE>


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  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,  HILL, PRN,  Amerix,  Healthcare,  Healix NY, Rye Beach,
Healix NJ and Americare are hereby added as additional  Borrowers under the Loan
Agreement,  and all  references to "Borrower" or  "Borrowers"  thereunder  shall
henceforth be deemed to include PHCIS, Hill, PRN, Amerix, Healthcare, Healix NY,
Rye Beach, Healix NJ and Americare.

             (b) PHCIS,  HILL, PRN,  Amerix,  Healthcare,  Healix NY, Rye Beach,
Healix  NJ and  Americare  hereby  adopt  the  Loan  Agreement  and  each of the
Ancillary  Agreements and assumes in lull, and  acknowledges  that it is jointly
and severally liable for, the payment,  discharge,  satisfaction and performance
of all Obligations.  Without limiting the generality of the foregoing,  in order
to secure the prompt payment and performance to Lender of the Obligations, Hill,
PRN,  Amerix,  Healthcare,  Healix NY, Rye Beach,  Healix NJ and Americare  each
hereby assigns,  pledges and grants to Lender a continuing  security interest in
and to all of its  respective  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;

             3.1 Section 1(a) of the Loan  Agreement is hereby amended by adding
the following defined terms in their appropriate alphabetical order;

                 "AMERICARE" shall mean Americare Home Nursing Services,  Inc. a
New I, Jersey corporation.

                 "AMERIX"  shall mean AMERIX NURSING  HOLDINGS,  INC. a Delaware
corporation.

                 "FOURTH  AMENDMENT"  shall  mean  Amendment  No.4  and  Joinder
                 Agreement to Loan and Security  Agreement dated as of April 28,
                 1994.

                 "FOURTH AMENDMENT EFFECTIVE DATE" shall mean ___________, 1998.

                                       3
<PAGE>

                 "HEALIX  NJ" shall mean Healix  Healthcare  of New Jersey a New
                 Jersey corporation.

                 "HEALIX NY" shall mean Healix  Healthcare  of New York,  Inc. a
                 New York corporation.

                 "HEALTHCARE"  shall  mean  Healix  Healthcare,  Inc. a New York
                 corporation.

                 "HILL"   shall  mean   Healix   Healthcare,   Inc.  a  Delaware
                 corporation.

                 "OVERADVANCE  AVAILABILITY"  shall  mean  an  amount  equal  to
                 $1,000,000 in excess of the Formula Amount.

                 "OVERDRAFT  LOANS" shall mean the amount  outstanding under the
                 Overadvance Availability.

                 "OVERADVANCE  RATE" shall mean an interest rate per annum equal
                 to the (i) Prime Rate plus (ii) three percent (3%)."

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

                 "PRN"  shall  mean  PRN  Homecare  Agency,  Inc.  a New  Jersey
                 corporation.

                 "RYE BEACH"  shall mean Rye Beach  Healthcare,  Inc. a New York
                 corporation.

                 "THIRD   AMENDMENT"  shall  mean  amendment  No.3  and  Joinder
                 Agreement to Loan and Security  Agreement dated as of April 28,
                 1994.

             3.2 Section  1(a) of the  Loan  Agreement  is  further  amended  as
                 follows;

                 (a) The defined term  "CONTRACT  RATE" is amended by adding the
following at the end thereof:

                 "and the Overdraft Rate."

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

                 (c) The defined  term  "TERM" is amended by  deleting  the date
"April 1, 1998" on the first line thereof and inserting the date "April 1, 2000"
in its place and stead.

                 (d) The defined term  "REVOLVING  INTEREST  RATE" is amended in
its

                                       4
<PAGE>

entirety to read as follows:

                 "Revolving  Interest  Rate"  means an  interest  rate per annum
                 equal to (i) the Prime Rate plus (ii) one and one half  percent
                 (1 1/2%)."

                 (e) The defined term "MAXIMUM  REVOLVING  AMOUNT" is amended by
deleting the sum "$3,500,000" and substituting the sum "$9,000,000" in its place
and stead.

                 (f) The defined term "MINIMUM  AVERAGE  MONTHLY LOAN AMOUNT" is
amended by deleting the sum "$1,750,000" and substituting the sum "$4,500,000 in
its place and stead.
                         
                 (g) The defined term  "RECEIVABLES  AVAILABILITY" is amended by
deleting  the  words  "seventy  percent  (70%)"  in the last  line  thereof  and
substituting the words "seventy-five percent (75%)" in their place and stead.

                 (h) The defined term "ELIGIBLE INVENTORY" is deleted.

                 (i) The defined term "ELIGIBLE RECEIVABLES" is amended by:

                     (i) adding the  following  at the end of  subparagraph  (a)
                     thereof:

                     "provided,  however,  that Receivables  having a face value
                     aggregating  no  more  than  $400,000,   at  any  one  time
                     outstanding,  may be "bill and hold  Receivables"  upon the
                     express condition that (i) each account debtor with respect
                     to  a  bill  and  hold  Receivable   provides  Lender  with
                     documentation  satisfactory  to Lender  regarding such bill
                     and hold status;  and (ii) bill and hold invoicing shall be
                     aged based only upon the original invoice date thereof"

                     (ii)   deleting  the  word  "and"   immediately   preceding
                     subparagraph  "(t)" in the next to last  line  thereof  and
                     substituting"," in its place and stead; and

                     (iii) deleting the period at the end thereof and adding the
                     following in its place and stead:

                     "and (u) such Receivable is less than 150 days past invoice
                     date."

                     (i) The  defined  term  "EVENT OF  DEFAULT"  is  amended by
deleting the words "Section 13" and substituting the words "Section 18" in their
place and stead.

                                        5
<PAGE>

                     (k) The defined term "Inventory Availability" is deleted.

                     (l) The  defined  term  "Term  Loan Rate" is amended in its
entirety to read as follows:

                         "Term Loan Rate" means an interest rate per annum equal
                         to (i) the Prime Rate plus (ii) four percent (4%)."

                  3.3 Section  2(a)(ii) of the Loan  Agreement is amended in its
entirety to read as follows:
                                                                   
                         "Overadvance Availability, minus".

                  3.4 Section 2(c) of the Loan  Agreement is amended by deleting
the word "which" in the fourth line thereof

                  3.5 Section  2(h) of the Loan  Agreement  is amended by adding
the following at the end thereof

                         "Notwithstanding  the  foregoing,  subject to the terms
                         and  conditions  set forth herein and in the  Ancillary
                         Agreements,  Lender  will  increase  the Term Loan from
                         $500,000  to  $750,000  and  upon the  advance  of such
                         additional sums  ("Additional  Sums") the definition of
                         Term Loan shall be such $750,000  Loan.  The Additional
                         Sums  shall  be  advanced   on  the  Fourth   Amendment
                         Effective  Date and the  resultant  $750,000  Term Loan
                         shall  be  payable  as set  forth  in the  Amended  and
                         Restated Term Note, in substantially  the form attached
                         to the Fourth Amendment as Exhibit 2(h), which upon its
                         execution  and  delivery  will be for all  purposes the
                         "Term   Note",   subject  to   acceleration   upon  the
                         occurrence  of an Event of  Default or  termination  of
                         this Agreement and shall  otherwise be evidenced by and
                         subject  to the terms and  conditions  set forth in the
                         Term Note."

                  3.6 Section 3 of the Loan  Agreement  is amended by adding the
words "plus the Overadvance  Line"  immediately after the words "Formula Amount"
in the fourth line thereof

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

                         "Borrowers  shall  pay to Lender a  facility  fee in an
                         amount  equal to $53,750 per contract  year,  earned on
                         the first day of each  contract  year,  and  payable in
                         equal   quarterly   installments   of  $13,437.50  each
                         commencing  on  April  __,  1998 and on the same day on
                         each July, October,  January and April thereafter until
                         this  Agreement  is  irrevocably   terminated  and  all
                         Obligations  shall have been  indefeasibly paid in full
                         to us".

                                       6
<PAGE>

                  3.8  Section  5(a)(v)  of the Loan  Agreement  is  amended  by
deleting the words "1-1/2\" and substituting the words "one and one half percent
(1 1/2%)" in their place and stead.

                  3.9 Section 12(m)(ii) of the Loan Agreement is deleted and the
following is substituted in its place and stead:

                         "(ii) declare, pay or make any dividend or distribution
                         on any shares of the common stock or preferred stock of
                         such Borrower  (other than  dividends or  distributions
                         payable  in its  stock  or  warrants  or  split-ups  or
                         reclassifications  of its  stock)  or apply  any of its
                         funds,  property or assets to the purchase,  redemption
                         or other retirement of any common or preferred stock of
                         such Borrower except that so long as no Incipient Event
                         of Default or Event of Default  shall have  occurred or
                         would occur as a result of such payment  Accuhealth may
                         pay cash dividends on its preferred stock,"

                  3.10  Section 12 of the Loan  Agreement is amended by adding a
new Subsection 12(p) to read as follows:

                         "(p)  it  will  not   change   its   certified   public
                         accountants without the prior written consent of Lender
                         which consent shall not be unreasonably withheld."

                  3.11      Section 17 of the Loan Agreement is amended by:

                             (i)     deleting   the  word   "second"   from  the
                                     eleventh line thereof; and

                             (ii)    deleting  the last  paragraph  thereof  and
                                     substituting the following in its place and
                                     stead:

                                     "Notwithstanding  the  foregoing,   in  the
                                     event that (x)  Lender (I) shall  terminate
                                     this  Agreement at any time  following  the
                                     occurrence and during the continuance of an
                                     Event of Default  or (II) shall  assign all
                                     of the Obligations to a transferee pursuant
                                     to the  provisions of Section 15 hereof and
                                     Borrower terminates this Agreement,  or (y)
                                     Borrower  funds the repayment of all of the
                                     Obligations solely from (I) the proceeds of
                                     an equity  financing  of Borrower or (ii) a
                                     refinancing  of the Borrower in  connection
                                     with the  acquisition  by  Borrower  of The
                                     Care   Group   (the   "Care   Acquisition")
                                     provided,  however,  that  Lender  shall be
                                     granted  a right  of  first  refusal with
                                     respect  to  the   financing  of  the  Care
                                     Acquisition".

                  3.12 The terms Eligible  Inventory and Inventory  Availability
are deleted from


                                       7
<PAGE>

the Loan Agreement.

         4. CONDITIONS OF  EFFECTIVENESS.  This Amendment shall become effective
as of  ___________________  1998,  when and only when Lender shall have received
(i) four copies of this Amendment  executed by Borrower and consented and agreed
to by Glenn C. Davis,  and Stanley  Goldstein,  as guarantors,  (ii) a certified
resolution  of  each  Borrower  authorizing  the  acceptance  of the  terms  and
provisions  of the increased  Term Loan and the increase of the facility,  (iii)
the Am ended and Restated  Term Note  executed by each  Borrower with respect to
the increase in the Term Loan described in Section 3.5 of this  Amendment,  (iv)
Guaranty  Agreements  executed by each of Glenn C. Davis, and Stanley Goldstein,
(v) a warrant,  in substantially  the form attached to this Amendment as Exhibit
4, issued by Accuhealth to Lender for the purchase by Lender of 50,000 shares of
common  stock of  Accuhealth;  and (vi) such  other  certificates,  instruments,
documents,  agreements  and  opinions of counsel as may 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.  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 enforceable
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 Incipient  Event of 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.

         6.  EFFECT ON THE LOAN AGREEMENT.

             (a) Upon the effectiveness of this Amendment, 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 lull force and  effect,  and are hereby
ratified and confirmed.

                                       8
<PAGE>

             (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.

         7. 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.

         8. 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.

         9.  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.

         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
-----------------------------
        Glenn C. Davis
Name:
Title:

ACCUHEALTH HOME CARE, INC.

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

PROHEALTHCARE INFUSION SERVICES

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

PRN HOMECARE AGENCY, INC.

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

MIDVIEW DRUG, INC.

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

CITIVIEW DRUG CO., INC.

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

HEALIX HEALTHCARE, INC.

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

AMERIX NURSING HOLDINGS, INC.

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

                        (SIGNATURES CONTINUED ON PAGE 9)

                                        9
<PAGE>

HEALIX HEALTHCARE, INC.

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

RYE BEACH HEALTHCARE, INC.

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

AMERICARE HOME NURSING SERVICES, INC.

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

HEALIX HEALTHCARE OF NEW YORK, INC.

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



HEALIX HEALTHCARE OF NEW JERSEY, INC.

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





CONSENTED AND AGREED TO:

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

------------------------------
Stanley Goldstein


                                       10

<PAGE>


                                  EXHIBIT 2(h)
                    TO AMENDMENT NO. 4 AND JOINDER AGREEMENT
                         AMENDED AND RESTATED TERM NOTE


                                       11

<PAGE>

                                   EXHIBIT 4
                    TO AMENDMENT NO. 4 AND JOINDER AGREEMENT
                                    WARRANT


                                       12