Exhibit 10.49

      AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT AND CONSENT AND WAIVER
      ---------------------------------------------------------------------

THIS  AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT AND CONSENT AND WAIVER (the
"Amendment") is made as of this 27th day of November, 2002, by and between/among
"Borrower"  (as  defined  below)  and  "Lender"  (as  defined  below).


                                    RECITALS
                                    --------

A.     As  used  herein,  the  term  "Borrower"  shall  mean  the  following
collectively:  New  York  Health  Care,  Inc., a New York corporation ("New York
Health  Care");  and  NYHC  Newco  Paxxon,  Inc.,  a  New  York  corporation.

B.     As  used  herein, the term "Lender" shall mean Heller Healthcare Finance,
Inc.,  a  Delaware  corporation.

C.     One  or  more  of  the  entities  designated  above as "Borrower" are the
existing  borrowers  under  a  certain  Loan  and Security Agreement dated as of
November  28,  2000,  by  and between such existing borrowers and Lender (as the
same  may  have been amended, restated or modified from time to time, and as the
same  may  be amended by this Amendment, the "Loan Agreement").  All capitalized
terms  not  otherwise  defined  herein shall have the meanings given them in the
Loan  Agreement.

D.     Borrower  and  Lender  desire  hereby  to:
       -    extend the Term of the Loan Agreement to November 29, 2004, and
       make conforming amendments to the Loan Agreement; and
       -    amend  the  Loan  Agreement  as  hereinafter  provided.

E.     In  addition,  Borrower has informed Lender that New York Health Care has
entered  into  a  Stock  for Stock Exchange Agreement dated October 11, 2001 (as
amended  on  February  13,  2002, July 10, 2002, August 13, 2002 and October 25,
2002,  the  "Exchange  Agreement")  with  The Bio Balance Corp. ("Bio Balance"),
pursuant  to  which,  among  other things, a wholly owned subsidiary of New York
Health  Care  will  merge  with and into Bio Balance (such merger, the "Proposed
Transaction").  It  is  anticipated that, following consummation of the Proposed
Transaction,  which  is expected to occur on or around January 2, 2003 and which
remains  subject to, among other things, the approval of the shareholders of New
York  Health  Care and the consent of various federal and/or state agencies, (a)
Bio  Balance  will  become  and operate as a wholly owned subsidiary of New York
Health  Care  (in  such capacity as a wholly owned subsidiary of New York Health
Care after consummation of the Proposed Transaction, "Bio Balance Sub") with its
own  officers,  directors and financing sources, and (b) the shareholders of Bio
Balance  will  own  approximately  ninety  percent  (90%) of the then issued and
outstanding  shares  of  common  stock  of  New  York  Health  Care.

F.     Section  7.4(d)  of the Loan Agreement prohibits Borrower from acquiring,
by  purchase or otherwise, all or any substantial part of the business or assets
of,  or  stock  or  other  evidence  of  beneficial ownership of, any Person. In
connection with the Proposed Transaction, Borrower has requested that Lender (a)
agree to permit New York Health Care to consummate the Proposed Transaction, and
(b)  waive the prohibition set forth in Section 7.4(d), and any other applicable
prohibitions  in  the  Loan  Agreement.

NOW,  THEREFORE, in consideration of the premises set forth above, the terms and
conditions  contained  in  this  Amendment,  and  other  good  and  valuable
consideration,  the  receipt  and  sufficiency of which are hereby acknowledged,
Lender  and  Borrower  have  agreed  to  the  following  amendments  to the Loan
Agreement:


<PAGE>
1.   Recitals.  The  foregoing  recitals, including all terms defined therein,
     --------
are  incorporated  herein  and  made  a  part  hereof.

2.   Extension  of  Term.  The  Term  of  the Loan is extended to November 29,
     -------------------
2004,  and the Loan shall mature as of November 29, 2004.  In furtherance of the
foregoing,  Section  2.8(a) of the Loan Agreement is hereby amended and restated
to  read  as  follows:

          "2.8(a)  Subject  to  Lender's  right to cease making Revolving Credit
          Loans  to  Borrower upon or after any Event of Default, this Agreement
          shall  be  in  effect  for a period through and including November 29,
          2004, unless terminated as provided in this Section 2.8 (the 'Term')."

3.   Base  Rate.  Section  1.5  of the Loan Agreement is hereby deleted in its
     ----------
entirety,  and  in  its  place  there  is  hereby  inserted  the  following:

          "SECTION 1.5. BASE RATE. "Base Rate" means a rate of interest equal to
           ----------------------
          one  and  one half percent (1.5%) above the "Prime Rate of Interest"."

4.   Prime  Rate  of  Interest.  Section  1.42 of the Loan Agreement is hereby
     -------------------------
deleted  in  its  entirety,  and  in  its  place  there  is  hereby inserted the
following:

          "SECTION  1.42. PRIME RATE OF INTEREST. "Prime Rate of Interest" means
                          ----------------------
          that  rate  of  interest  designated as such by Citibank, N.A., or any
          successor  thereto,  as  the  same  may  from time to time fluctuate."

5.   Termination  Fee. Section 1.48 of the Loan Agreement is hereby deleted in
     ----------------
its  entirety,  and  in  its  place  there  is  hereby  inserted  the following:

          "SECTION  1.48.  INTENTIONALLY  LEFT  BLANK"

6.   The  Concentration  Account.  The  penultimate sentence of Section 2.3 of
     ---------------------------
the  Loan Agreement is hereby deleted in its entirety, and in its place there is
hereby  inserted  the  following:

       "All  funds transferred from the Concentration Account for application
       to  Borrower's  indebtedness  to Lender shall be applied to reduce the
       Loan  balance,  but  for  purposes  of  calculating  interest shall be
       subject  to  a  three  (3)  calendar  day  clearance  period."

7.   Loan  Agreement  Fees.
     ---------------------

     (a) Section 2.4(c) of the Loan Agreement is hereby deleted in its entirety,
and  in  its  place  there  is  hereby  inserted  the  following:

          "2.4(c).  For  so  long  as the Loan is available to Borrower from and
          after  November 28, 2002, Borrower unconditionally shall pay to Lender
          an  annual  usage  fee  (the "Usage Fee") equal to (i) one half of one
          percent  (0.5%) of the average amount by which the Maximum Loan Amount
          exceeds the average amount of the outstanding principal balance of the
          Revolving  Credit Loans during the preceding year (or portion thereof,
          if this Agreement is terminated prior to the completion of a full year
          for  purposes  of  such calculation) minus (ii) the amount of interest
          paid  by  the  Borrower  with  respect to outstanding Revolving Credit
          Loans during the preceding year (or portion thereof, if this Agreement
          is  terminated  prior to the completion of a full year for purposes of
          such  calculation);  provided  that  if  the  amount  described in the
          foregoing  clause  (ii)  exceeds the amount described in the foregoing
          clause  (i),  the  Usage  Fee shall be equal to zero dollars ($0). The
          Usage  Fee  shall  be payable annually in arrears on November 28, 2003
          and  November  29,  2004  or, if this Agreement is terminated prior to
          either  such  date,  the  effective  date  of  such  termination."


                                        2
<PAGE>
     (b) In addition, the first sentence of Section 2.4(d) of the Loan Agreement
is hereby deleted in its entirety, and in its place there is hereby inserted the
following:

          "2.4(d). Provided that no Event of Default exists under this Agreement
          or  any of the other Loan Documents, Borrower shall be required to pay
          to  Lender all audit and appraisal fees (up to a maximum of $10,000.00
          per year) and all out-of-pocket expenses in connection with audits and
          appraisals  of  Borrower's books and records and such other matters as
          Lender  shall  deem  appropriate;  provided,  however,  that  upon the
          occurrence  and  during  the continuance of any Event of Default under
          this  Agreement  or any of the other Loan Documents, the foregoing cap
          shall  not  apply,  and (i) Borrower shall be obligated to pay for any
          and all fees described in this Section 2.8(d) that are incurred during
          such  period,  and  (ii)  the  aggregate  amount  of the fees incurred
          pursuant  to (i) above shall not be applied towards the amount of such
          annual  cap."

8.   Consent  and  Waiver.  Lender hereby (a) agrees to permit New York Health
     --------------------
Care  to consummate the Proposed Transaction, and (b) waives the prohibition set
forth  in  Section 7.4(d) of the Loan Agreement and any other express provisions
of  the  Loan  Agreement  that  would, by their terms but for the conditions set
forth  herein,  prohibit Borrower from consummating the Proposed Transaction, in
each  case  on  the  terms  and  subject  to  the  conditions  set  forth below:

     i.        New York Health Care and Bio Balance will comply fully with all
               of  the terms and conditions set forth in the Exchange Agreement;

     ii.       As of the closing of the Proposed Transaction (and after giving
               effect thereto), no single shareholder or affiliated group of Bio
               Balance  shareholders  will  own ten percent (10%) or more of the
               then issued and outstanding shares of New York Health Care (after
               giving  effect  to the consummation of the Proposed Transaction);

     iii.      Following  consummation  of  the  Proposed  Transaction:

          A.   Bio  Balance  Sub  will  not (i) become a Borrower under the Loan
               Agreement,  (ii)  be  the  beneficiary  or  otherwise directly or
               indirectly receive the proceeds of any Loans made by Lender under
               the  Loan  Agreement, or (iii) commingle its operating or working
               capital or any of its other monies or funds with the operating or
               working  capital  or  other  monies  or  funds  of  either entity
               comprising  Borrower;

          B.   Bio  Balance  Sub  will (i) maintain its own depository and other
               bank  accounts in its own name separate from those depository and
               other  bank  accounts maintained by and in the name of any entity
               comprising  Borrower, and (ii) fund its own working capital needs
               (including  any  research  and  development  expenses, regulatory
               filings  and  other  similar costs related to the development and
               approval  of its probiotic treatments) through its own operations
               and/or  the proceeds of any debt or equity offerings and/or other
               asset  sales  or  other  similar transactions by Bio Balance Sub;

          C.   Neither  New  York  Health  Care  nor any other Borrower will (i)
               distribute  or  transfer to or otherwise provide Bio Balance with
               the  benefit of any proceeds of any Loans made by Lender pursuant
               to  the  Loan  Agreement, (ii) commingle its operating or working
               capital or any of its other monies or funds with the operating or
               working  capital  or  other  monies  or funds of Bio Balance Sub,
               (iii)  maintain  any depository or other bank account in its name
               and also in the name of Bio Balance Sub, or (iv) make any cash or
               non-cash  distributions  to,  or  any  investments  in  or  loans
               (including any non-cash intercompany transaction) to, Bio Balance
               Sub, notwithstanding that the Loan Agreement may otherwise permit
               a  Borrower  entity  to  engage in any such transactions with its
               subsidiaries;

          D.   New  York  Health  Care  shall  provide Lender with copies of the
               employment  agreements  of Jerry Braun and Jacob Rosenberg, which
               shall provide that such individuals will continue, subject to the
               terms  of  such  agreement,  to serve in their current respective
               capacities  for  New  York  Health Care for a period ending on or
               after  the  seventh  anniversary of the Proposed Transaction; and


                                        3
<PAGE>
          E.   New  York  Health  Care  will continue to provide Lender with the
               financial  and/or  collateral reports described in Section 6.1 of
               the  Loan  Agreement as and when required thereunder with respect
               to  the  financial  operations,  assets  and/or  business of each
               Borrower  and  also  Bio Balance Sub as if Bio Balance Sub were a
               Borrower  under  the  Loan  Agreement;

     iv.       No  Change  of  Control  shall have occurred as the result of the
               consummation  of  the  Proposed  Transaction.

9.   Amendment  Fees.  In  consideration  of  Lender's  execution  of  this
     ---------------
Amendment,  Borrower  agrees  to pay a fee of $10,000, which fee shall be deemed
earned  and  payable  on  the  date  of  execution  of  this Amendment and shall
constitute  a  portion  of  the  Obligations.

10.   Additional Covenant.  Without limiting the generality of any covenant in
      -------------------
the  Loan  Agreement,  Borrower  and Lender hereby further covenant and agree as
follows:

HIPAA  Compliance.  As  used  herein,  "HIPAA"  means  the  Health  Insurance
-----------------
Portability and Accountability Act of 1996, as the same may be amended, modified
or  supplemented  from  time to time, and any successor statute thereto, and any
and  all rules or regulations promulgated from time to time thereunder.   To the
extent that and for so long as Borrower is a "covered entity" within the meaning
of  HIPAA,  Borrower (i) has undertaken or will promptly undertake all necessary
surveys,  audits,  inventories,  reviews, analyses and/or assessments (including
any  necessary  risk  assessments)  of  all areas of its business and operations
required  by  HIPAA  and/or  that  could be adversely affected by the failure of
Borrower  to  be  HIPAA Compliant (as defined below); (ii) has developed or will
promptly  develop  a detailed plan and time line for becoming HIPAA Compliant (a
"HIPAA  Compliance  Plan");  and  (iii)  has implemented or will implement those
provisions  of  such HIPAA Compliance Plan in all material respects necessary to
ensure  that  Borrower  is  or  becomes  HIPAA Compliant.   For purposes hereof,
"HIPAA  Compliant" shall mean that Borrower (x) is or will be in compliance with
each  of  the  applicable  requirements  of  the  so-called  "Administrative
Simplification"  provisions  of  HIPAA  on  and  as  of  each date that any part
thereof,  or  any  final  rule  or  regulation  thereunder, becomes effective in
accordance with its or their terms, as the case may be (each such date, a "HIPAA
Compliance Date") and (y) is not and could not reasonably be expected to become,
as  of  any  date  following  any such HIPAA Compliance Date, the subject of any
civil  or  criminal  penalty,  process,  claim,  action  or  proceeding,  or any
administrative  or other regulatory review, survey, process or proceeding (other
than routine surveys or reviews conducted by any government health plan or other
accreditation  entity)  that  could result in any of the foregoing or that could
reasonably  be  expected  to  adversely  affect Borrower's business, operations,
assets, properties or condition (financial or otherwise), in connection with any
actual  or  potential  violation by Borrower of the then effective provisions of
HIPAA.

11.   Miscellaneous.
      -------------

     (a)     Joint  and  Several  Liability.  Each  entity constituting Borrower
             ------------------------------
shall  be  jointly  and  severally liable for all of the obligations of Borrower
under  the  Note and the Loan Agreement.  Each Borrower, individually, expressly
understands,  agrees and acknowledges, that the Loan would not be made available
on  the  terms  in the Loan Agreement in the absence of the collective credit of
all  of the Borrowers, the joint and several liability of all Borrowers, and the
cross  collateralization  of the collateral of all Borrowers.  Accordingly, each
Borrower, individually acknowledges that the benefit to each of the participants
in  the  facility as a whole constitutes reasonably equivalent value, regardless
of  the  amount  of the Loan actually borrowed by, advanced to, or the amount of
collateral  provided  by,  any  individual  Borrower.  In  addition, each entity
comprising  Borrower  hereby  acknowledges  and  agrees  that  all  of  the
representations,  warranties, covenants, obligations, conditions, agreements and
other  terms contained in the Loan Agreement shall be applicable to and shall be
binding  upon  and  measured  and  enforceable  against  each  individual entity
comprising  Borrower,  and  shall  be  binding upon and measured and enforceable
against  all  such  entities  when  taken  together.

     (b)     References.  Upon  the  effectiveness  of  this  Amendment,  each
             ----------
reference  in  the  Loan  Agreement  to "this Agreement," "hereunder," "hereof,"
"herein"  or  words  of similar import shall mean and be a reference to the Loan
Agreement  as  amended  by  this  Amendment.


                                        4
<PAGE>
     (c)     Affirmation.  Except  as  specifically  amended  above,  the  Loan
             -----------
Agreement,  and  all  other Loan Documents (and all covenants, terms, conditions
and  agreements  therein), shall remain in full force and effect, and are hereby
ratified  and  confirmed  in  all  respects  by Borrower. Borrower covenants and
agrees  to  comply  with  all of the terms, covenants and conditions of the Loan
Agreement,  as  amended  hereby,  notwithstanding  any  prior course of conduct,
waivers,  releases  or  other  actions or inactions on Lender's part which might
otherwise  constitute or be construed as a waiver of or amendment to such terms,
covenants  and  conditions.

     (d)     No  Waiver.  The  execution,  delivery  and  effectiveness  of this
             ----------
Amendment  shall not, except as expressly provided in this Amendment, operate as
a waiver of any right, power or remedy of Lender, nor constitute a waiver of any
provision  of  the  Loan  Agreement,  the Loan Documents or any other documents,
instruments  and  agreements executed or delivered in connection with any of the
foregoing.  Nothing  herein is intended or shall be construed as a waiver of any
existing  defaults  or  Events of Default under the Loan Agreement or other Loan
Documents  or any of Lender's rights and remedies in respect of such defaults or
Events  of  Default.

     (e)     No  Novation.  This  Amendment  (together  with  any other document
             ------------
executed  in  connection  herewith)  is  not  intended  to  be,  nor shall it be
construed  as,  a  novation  of  the  Loan  Agreement.

     (f)     Governing  Law.  This  Amendment shall be governed by and construed
             --------------
in  accordance  with  the  laws  of the State of Maryland, without regard to any
otherwise  applicable  conflicts  of  law  principles.

     (g)     Headings.  Section  headings  in  this  Amendment  are included for
             --------
convenience  of reference only and shall not constitute a part of this Amendment
for  any  other  purpose.

     (h)     Counterparts.  This  Amendment may be executed in counterparts, and
             ------------
both  counterparts taken together shall be deemed to constitute one and the same
instrument.

     (i)     Time  of  the  Essence.   Time  is of the essence of each and every
             ----------------------
covenant  and  agreement  herein  made  by  Borrower.

     (j)     Release.  Borrower  hereby  fully,  finally,  and  absolutely  and
             -------
forever  releases  and  discharges  Lender and its present and former directors,
shareholders,  officers,  employees,  agents,  representatives,  successors  and
assigns,  and  their  separate  and  respective heirs, personal representatives,
successors  and  assigns,  from  any  and all actions, causes of action, claims,
debts,  damages,  demands, liabilities, obligations, and suits, of whatever kind
or  nature,  in  law  or  equity  of  Borrower,  whether now known or unknown to
Borrower,  and  whether  contingent or matured (collectively, "Claims"):  (i) in
respect  of  the Loan Agreement, the Loan Documents, or the actions or omissions
of  Lender  in  respect  of  the Loan Agreement and the Loan Documents; and (ii)
arising  from  events  occurring  prior  to  the  date  of  this Amendment.  The
foregoing  release and discharge shall, automatically and without further action
of  the  Borrower,  be  deemed  renewed  as  of the date of each advance of Loan
proceeds  with  respect to all Claims in respect of the Loan Agreement, the Loan
Documents,  or  the  actions  or  omissions  of  Lender  in  respect of the Loan
Agreement  and the Loan Documents and arising from events occurring prior to the
date  of  such  advance.

     (k)     Compliance  with  Requirements of Prospective Transferee.  Borrower
             --------------------------------------------------------
shall  do  anything necessary to comply with the requirements of any prospective
transferee or servicer of the Loan, in order to enable Lender or such transferee
to  sell,  transfer, deliver, assign, securitize or grant a participation in the
Loan; provided, however, that Borrower shall not be required to do anything that
has  the  effect of changing the essential economic terms of the Loan Agreement.

     (l)     Indemnity.  Borrower hereby indemnifies and covenants and agrees to
             ---------
defend  and hold Lender and its Affiliates harmless from and against all losses,
costs  and  expenses,  including  reasonable  attorneys'  fees  (including  both
in-house  and  outside  counsel),  incurred  by  reason  of  any  action,  suit,
proceeding,  hearing,  motion,  subpoena  or  application  before  any  court or
administrative body in which Lender or its Affiliates may be or become involved,
whether  as  parties,  witnesses  or otherwise, by reason of this Amendment, the
Loan  Agreement  or  any  of  the  other  Loan  Documents  or  the  transactions
contemplated  thereby.


                                        5
<PAGE>
     (m)     Use  of  Lender's  Name/Press  Releases.  Borrower  will  not  use
             ----------------------------------------
Lender's name (or the name of any of Lender's affiliates) in connection with any
of  its  business  operations,  and  Lender  will  not  use  Borrower's  name in
connection  with  any of its business operations. Borrower will not and will not
permit its Affiliates to, in the future, issue any press release or other public
disclosure using the name of Lender, General Electric Capital Corporation or any
of  their  respective Affiliates or referring to the Loan Agreement or the other
Loan  Documents  without  at least two (2) Business Days prior written notice to
Lender  and  without the prior written consent of Lender unless (and only to the
extent  that)  (i)  Borrower  or  such  Affiliate  of Borrower is required to so
disclose  under  law  and  then,  in  any event, such Borrower or Affiliate will
consult with Lender before issuing such press release or other public disclosure
or  (ii)  Borrower  or  such Affiliate of Borrower is required to so disclose in
connection  with  any  regular  and  periodic  reports filed with any securities
exchange  or  with the Securities and Exchange Commission.  Borrower consents to
the  publication  by  Lender  of  a  tombstone  or  similar advertising material
relating  to  the financing transactions contemplated by the Loan Agreement upon
two  (2) Business Days prior notice to Borrower.  Borrower may disclose to third
parties  that  Borrower  has  a  borrowing  relationship  with  Lender.  Nothing
contained  in  the Loan Agreement is intended to permit or authorize Borrower to
make  any  contract  on  behalf  of  Lender.

     (n)     Appointment  of  Agent.  Each  of  the entities comprising Borrower
             ----------------------
(other  than  New  York Health Care) hereby irrevocably appoints and constitutes
New  York Health Care as its agent to request and receive Revolving Credit Loans
(and  to  otherwise  act  on  behalf  of  each  such entity pursuant to the Loan
Agreement  and the other Loan Documents) from Lender in the name or on behalf of
each  such  entity.  Lender  may disburse the Revolving Credit Loans to the bank
account  of  any one or more of such entities without notice to any of the other
entities  comprising Borrower or any other Person at any time obligated on or in
respect  of  the  Obligations.  Each  of the entities comprising Borrower (other
than  New York Health Care) hereby irrevocably appoints and constitutes New York
Health  Care as its agent to receive statements of account and all other notices
from  Lender with respect to the Obligations or otherwise under or in connection
with  the Loan Agreement and the other Loan Documents.  No purported termination
of  the  appointment of New York Health Care as agent shall be effective without
the  prior  written  consent  of  Lender.


                                        6
<PAGE>
IN  WITNESS  WHEREOF,  intending  to  be  legally bound, and intending that this
instrument constitute an instrument executed under seal, the parties have caused
this  Amendment  to  be  executed  as  of  the  date  first  written  above.

                              LENDER:

                              HELLER  HEALTHCARE  FINANCE,  INC.
                              a  Delaware  corporation


                              By:/s/
                                 ---------------------------------
                              Name:
                              Title:

                              BORROWER:

                              NEW  YORK  HEALTH  CARE,  INC.
                              a  New  York  corporation


                              By:/s/
                                 ---------------------------------
                              Name:
                              Title:

                              NYHC  NEWCO  PAXXON,  INC.
                              a  New  York  corporation


                              By:/s/
                                 ---------------------------------
                              Name:
                              Title:


                                        7
<PAGE>