Purchase and Sale Agreement - HealthSouth Corp. and Horizon/CMS Healthcare Corp. and Integrated Health Services Inc.


                 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
                 -----------------------------------------------


     THIS  SECOND  AMENDMENT  TO  PURCHASE  AND  SALE  AGREEMENT  (this  'Second
Amendment'),  dated as of the 4th day of March,  1998, to that certain  Purchase
and Sale Agreement,  made and entered into on the 3rd day of November, 1997 (the
'Agreement'),  by and between HEALTHSOUTH  CORPORATION,  a Delaware corporation,
HORIZON/CMS  HEALTHCARE  CORPORATION,  a Delaware  corporation,  as Seller,  and
INTEGRATED HEALTH SERVICES, INC., a Delaware corporation, as Buyer.

                                   WITNESSETH:
                                   -----------

     WHEREAS,  the parties  entered into that certain  Amendment to Purchase and
Sale Agreement, dated as of December 31, 1997 (the 'First Amendment'),  pursuant
to  which  Schedules  to the  Agreement  were  amended  and  certain  agreements
ancillary to the Agreement were entered into;

     WHEREAS,  the parties hereto have agreed to amend Schedule 3.6 to the First
Amendment;

     NOW,  THEREFORE,  in consideration of the agreements  contained herein, and
for other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, do hereby agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

     Section 1.1  Incorporation  of Defined  Terms.  For purposes of this Second
Amendment,  all  capitalized  terms used in this Second  Amendment  that are not
defined in this Second Amendment shall have the meanings assigned to them in the
Agreement and the First Amendment.






                                    ARTICLE 2

              MATTERS RELATING TO SCHEDULES TO THE FIRST AMENDMENT


     Section 2.1 Amendment and Restatement of Certain  Schedules.  The Schedules
to the Agreement are hereby amended as follows:

             (a)  Schedule  2.1(c) is amended to add  reference  to the facility
lease regarding the following leased facility,  reflecting that Buyer has agreed
to accept such lease as a  Transferred  Asset and to assume the related  Assumed
Liabilities:

                            Facility                    
         Facility Name         No.         City, State          Landlord Name
        -------------         ---         -----------          -------------

      Sleep Diagnostics       253         Columbia,         W. Roger Witherow
          Tennessee                       Tennessee


             (b) Schedule 3.6 attached to the First  Amendment  shall be amended
and restated as set forth in Schedule 3.6 attached hereto (the 'Amended Schedule
3.6'), and the First Amendment shall be amended to replace the original Schedule
3.6 with the Amended Schedule 3.6.

                                    ARTICLE 3

                                  MISCELLANEOUS


     Section 3.1  Affirmation  of  Agreement.  The parties  hereby affirm to one
another their  respective  obligations  pursuant to the Agreement and affirm the
Agreement, amended as set forth above.

     Section 3.2  Representations  and  Warranties.  The parties  represent  and
warrant to one another that this Second  Amendment  has been duly  authorized by
all corporate  action  required to be taken on each of their parts,  that it has
been duly  executed and  delivered,  that it  constitutes  the legal,  valid and
binding  obligations of each of them,  except as  enforcement  may be subject to
bankruptcy,  moratorium  and  similar  laws and  except as the  availability  of
equitable remedies may be subject to customary limitations.

     Section 3.3 Further  Assurances.  Each party  hereby  agrees to perform any
further acts and to execute and deliver any  documents  which may be  reasonably
necessary to carry out the provisions of this Second Amendment.






     IN WITNESS WHEREOF, the parties have duly executed this Second Amendment on
the date first above written.


                             HEALTHSOUTH CORPORATION


                             By       /s/WILLIAM W. HORTON
                               -----------------------------------------

                              Its     Senior Vice President
                                 ---------------------------------------

                             HORIZON/CMS HEALTHCARE CORPORATION


                             By       /s/WILLIAM W. HORTON
                               -----------------------------------------

                              Its        Vice President
                                 ---------------------------------------

                             INTEGRATED HEALTH SERVICES, INC.


                             By      /s/ELIZABETH B. KELLY
                               -----------------------------------------

                              Its    Executive Vice President
                                 ---------------------------------------