EXHIBIT
      10.2

    


    CONSULTING
      AGREEMENT

     

    THIS
      CONSULTING AGREEMENT
      ("Agreement") is dated August 12, 2008, effective as of July 25, 2008, by and
      between BioBalance LLC, a Delaware limited liability company ("Company"), and
      The Meister Group, LLC, a New York limited liability company
      ("Consultant").

    


    1. Consultancy;
      Term.
      Company
      hereby retains Consultant, and Consultant hereby accepts such retention,
      commencing as of the date of this Agreement and continuing until July 31, 2009
      (the “Term”).

    


    2. Services.
      Consultant shall serve as a consultant to Company and its affiliates in the
      areas of product development and funding, interacting with the Company’s
      scientific advisers regarding product studies, assistance with recruiting and
      personnel and other relevant areas of Consultant’s expertise (the "Field").
      During the Term of this Agreement, Consultant shall be available to perform
      services in the Field, during business hours and at other reasonable times,
      as
      may be requested by Company and agreed to by Consultant; provided that,
      Consultant shall be available to perform services for not less than ten (10)
      days per calendar month during the Term of this Agreement. The
      Consultant shall provide the Company with progress reports with respect to
      his
      work hereunder in reasonable detail as requested by the Company. Consultant
      represents and warrants to Company that, at all times during the Term of this
      Agreement, 100% of the membership interest of Consultant shall be owned of
      record and beneficially by Yitz Grossman.

    


    
      
        3.
          Compensation.

      

    

    


    3.1 Consulting
      Fee; Expenses.
      During
      the Term of this Agreement, Company will pay Consultant a consulting fee (the
      “Base Fee”) at the annual rate of One Hundred Eighty Thousand Dollars
      ($180,000), payable in equal monthly installments commencing on August 1, 2008.
      In addition, Company will reimburse Consultant for reasonable expenses approved
      in writing in advance by Company.

    


    3.2 Incentive
      Fee.
      In
      addition to the Base Fee, Consultant shall be eligible to receive an incentive
      fee (“Incentive Fee”) equal to the lesser
      of (A)
      (i) the amount by which the Fair Market Value of the Company determined as
      of
      the Determination Date (as defined below) exceeds the Fair Market Value of
      the
      Company as of the date hereof, multiplied by (ii) 33-1/3%, and (B) One Hundred
      Eighty Thousand Dollars ($180,000). 

    


    The
      “Determination Date” shall mean (i) the date of consummation of an Equity Event
      (as defined in Section 3.4 below) or (ii) if there has been no Equity Event
      during the Term, the last day of the Term.

    


    The
      Incentive Fee, if due and payable, shall be paid to Consultant no later than
      ten
      (10) days after the Determination Date. 

    


    3.3 Original
      Fair Market Value.
      Solely
      for purposes of this Section 3, the parties have agreed that the Fair Market
      Value of the Company as of the date hereof is Six Hundred Twenty Eight Thousand
      and Fifty Six Dollars ($628,056), as reported in the Form 10-K of New York
      Health Care, Inc. for the year ended December 31, 2007, representing the
      remaining net carrying value of the intellectual property of The BioBalance
      Corporation after recording impairment losses.

    


    3.4 Valuation.
      Solely
      for purposes of this Section 3, the Fair Market Value of the Company as of
      the
      Determination Date shall be the valuation of the Company determined on the
      basis
      of either (i) an equity investment in the Company during the Term by an
      unaffiliated third party in a bona fide financing round that values the Company
      at more than $628,056, or (ii) a sale of all or substantially all of the
      membership interests or assets of the Company to an unaffiliated third party
      for
      total consideration in excess of $628,056 (each of the foregoing events referred
      to as an “Equity Event”). If no such equity investment or sale was made during
      the Term, the Fair Market Value of the Company shall be the price that could
      be
      obtained from an unaffiliated willing buyer on an arms’-length basis as of the
      last day of the Term, as determined in by an independent appraiser mutually
      acceptable to, and unaffiliated with, the Company or the Consultant, whose
      appraisal costs shall be paid by shared equally by Consultant and the Company
      (such determination referred to as the “Appraisal”).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4. Other
      Engagements.
      During
      the Term of this Agreement, unless otherwise consented to by the Company, which
      consent shall not be unreasonably withheld, Consultant, which, for purposes
      of
      this Section 4, shall include Yitz Grossman and his affiliates, shall not engage
      or participate in, or assist, advise or be connected with (whether as an owner,
      partner, shareholder, consultant, director, officer or employee), any activity
      or business which competes with the Company, including without limitation,
      any
      business engaged in the development, manufacture, and/or sale of probiotic
      products or other products performing functions similar to ProBactrix®. Except
      as provided above, Consultant may be engaged, during the Term hereof, by one
      or
      more third parties so long as Consultant promptly notifies Company of the name
      of such third party and the nature of the services to be performed for such
      third party. Consultant represents that Consultant is not and shall not become
      a
      party to any agreement that conflicts with Consultant's duties hereunder.
      Consultant shall use his best efforts to segregate work done under this
      Agreement from work performed for any third party, so as to minimize any
      questions of disclosure or ownership of rights concerning any Work Product
      or
      Confidential Information. Consultant shall not knowingly disclose to Company
      any
      inventions, trade secrets, or other information of third parties that Consultant
      does not have the right to disclose and that Company is not free to use without
      liability.

    


    5. Nonsolicitation.
      During
      the Term of this Agreement and for a period of two (2) years thereafter,
      Consultant agrees (i) not to solicit or otherwise recruit (for himself or for
      any person or entity) any employee of Company or its affiliates, (ii) not to
      interfere with any business relationship of Company or its affiliates (including
      without limitation relationships with consultants), and (iii) to refrain from
      making any disparaging remarks concerning Company or its affiliates or their
      respective businesses.

    


    6. Ownership
      of Work Product.
      "Work
      Product”" shall mean any ideas, inventions, original works of authorship,
      developments, improvements, or processes, solely or jointly conceived, developed
      or reduced to practice by Consultant, which arise out of, relate to or result
      from the services rendered under this Agreement. Consultant hereby assigns
      to
      Company all of Consultant's right, title and interest in and to any Work Product
      (including without limitation all intellectual property rights associated
      therewith) and acknowledges and agrees that such Work Product is the sole and
      exclusive property of Company. Consultant further acknowledges that all original
      works of authorship defined as “Work Product” which are protectable by copyright
      are “works made for hire” within the meaning of Title 17 of the United States
      Code. Consultant shall make prompt full written disclosure to Company of any
      Work Product. Consultant shall, at Company's request and expense, execute
      documents and perform such acts as Company may deem necessary, to confirm in
      Company, all right, title and interest throughout the world, in and to any
      Work
      Product, and all patents, copyrights and other applicable statutory protections
      thereon, and to enable and assist Company in procuring, maintaining, enforcing
      and defending patents, copyrights and other statutory protections throughout
      the
      world on any such Work Product. Consultant agrees to maintain adequate and
      current written records (in such format as may be specified by Company) of
      any
      conception, development or reduction to practice of any Work Product and all
      such written records will be available to and remain the sole property of
      Company at all times.

    


    In
      furtherance and not in limitation of the foregoing, upon disclosure of each
      Work
      Product to the Company pursuant to this Agreement, Consultant will, at the
      request and cost of the Company sign, execute, make and do all such deeds,
      documents, acts and things as the Company and its duly authorized agents may
      deem necessary or desirable: (a) to apply for, obtain and vest in the name
      of
      the Company alone letters patent, copyrights, trademark registrations or other
      analogous protection in any country throughout the world and when so obtained
      or
      vested to renew, extend and restore the same; and (b) to defend any opposition
      proceedings in respect of such applications and any opposition proceedings
      or
      petitions or applications for revocation or cancellation of such letters patent,
      copyright, trademark registration or other analogous protection.

    


    In
      the
      event that the Company is unable, after reasonable effort, to secure
      Consultant’s signature on any application, assignment, or other document or
      instrument relating to letters patent, copyright, trademark or other analogous
      protection relating to a Work Product, whether because of Consultant’s physical
      or mental incapacity or for any other reason whatsoever, Consultant hereby
      irrevocably designates and appoints the Company and its duly authorized officers
      and agents as Consultant’s agent and attorney-in-fact, to act for and in
      Consultant’s behalf and stead to execute and file any such applications and to
      do all other lawfully permitted acts to further the prosecution and issuance
      of
      letters patent, copyright, trademark or other analogous protection thereon
      with
      the same legal force and effect as if executed by Consultant.

    


    7. Confidentiality.
      Consultant agrees that during the Term of this Agreement and thereafter,
      Consultant shall not disclose without the prior written consent of Company,
      any
      Company Confidential Information. "Confidential Information" means all
      confidential information and/or trade secrets relating to the business of
      Company or its affiliates, including without limitation, information concerning
      the management, business, operations, technology, products or business plans
      of
      Company or its affiliates. Confidential Information shall not include
      information that Consultant can demonstrate (i) has become part of the public
      domain except by fault of Consultant, (ii) Consultant already possessed prior
      to
      its disclosure to Consultant by Company, or (iii) Consultant learned from a
      third party source having no duty of confidentiality to Company. 

    


    
      
         

      

      
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    8.
      Termination.
      

     

    8.1 Notwithstanding
      anything to the contrary in this Agreement, the Company may, at its option,
      at
      any time, terminate this Agreement for Cause. For purposes of this Agreement,
      “Cause” shall mean (a) Consultant’s conviction of, guilty or no contest plea to,
      or confession of guilt of, any felony or any other crime involving theft, fraud
      or moral turpitude; (b) an act or omission by Consultant in connection with
      the
      services or this Agreement that constitutes fraud, criminal misconduct, breach
      of fiduciary duty, dishonesty, gross negligence, malfeasance, willful misconduct
      or other conduct that is materially harmful or detrimental to the Company or
      any
      of its members, managers or employees; (c) a material breach by Consultant
      of
      this Agreement which breach Consultant shall fail to remedy within fifteen
      (15)
      days after written demand from the Company, other than a breach by Consultant
      of
      any term of any of Sections 4 through 7, which shall have no cure period; or
      (d)
      a continuing failure by Consultant to perform such services as are assigned
      to
      Consultant by the Company in accordance with this Agreement, which failure
      Consultant shall fail to remedy within fifteen (15) days after written demand
      from the Company; . In addition, in the event of Consultant’s death, this
      Agreement shall terminate and be of no further force or effect as of the date
      of
      death.

    


    8.2 All
      disputes relating solely to the Company’s termination of Consultant for “Cause”
under Section 8.1(c) or 8.1(d) of this Agreement shall be resolved exclusively
      through arbitration conducted in accordance with the Commercial Arbitration
      Rules of the American Arbitration Association as then in effect. The arbitration
      hearing shall be held in New York City, New York and shall be before a single
      arbitrator selected by the parties in accordance with the Commercial Arbitration
      Rule of the American Arbitration Association pursuant to its rules on selection
      of arbitrators. Any award or decision rendered in such arbitration shall be
      final and binding on the parties, and judgment may be entered thereon in any
      court of competent jurisdiction. The prevailing party in the arbitration shall
      be entitled to reimbursement of its reasonable attorneys’ fees, and the parties
      shall use all reasonable efforts to keep arbitration costs to a minimum.


     

    8.3
      In
      the
      event that this Agreement is terminated by the Company for Cause or Consultant
      voluntarily terminates his consultancy hereunder, (i) the Company shall pay
      to
      Consultant, in accordance with the Company’s regular practices, an amount equal
      to any unpaid but earned Base Fee through the date of termination and, if such
      termination occurs following the consummation of an Equity Event, an amount
      equal to any unpaid but earned Incentive Fee, (ii) the Company shall reimburse
      Consultant for any unpaid business expenses pursuant to Section 3.1 (each of
      (i)
      and (ii) above are subject to Consultant’s compliance with the restrictive
      covenants contained herein, such that the breach by Consultant of any provision
      of the restrictive covenants contained herein shall result in a forfeiture
      of
      all of the above), and thereafter the Company shall have no further obligations
      to Consultant hereunder.

    


    9 No
      Conflict. The
      Consultant represents and warrants to the Company that Consultant is free to
      be
      engaged by the Company upon the terms contained in this Agreement and that
      there
      are no consulting agreements, employment contracts, restrictive covenants or
      other agreements or fiduciary obligations preventing or interfering with in
      any
      manner whatsoever the full performance of the Consultant’s duties hereunder.


    


    10. Miscellaneous.

     

    10.1. Not
      an Employee.
      Consultant
      is an independent contractor and is not an employee or agent of Company.
      Consultant shall be solely responsible for all obligations and reports covering
      Social Security, Unemployment Insurance, Workers’ Compensation, Income Tax and
      other taxes and assessment, reports and deductions that may be applicable or
      required by any federal, state or local law with respect to the services
      provided hereunder by Consultant.

    


    10.2 Assignment.
      This
      Agreement shall inure to the benefit of and shall be binding upon the successors
      and the assigns of the parties hereto; provided that, Consultant may not assign
      any rights or obligations hereunder without Company’s prior written consent
      (which may be withheld in Company’s sole discretion).

    


    10.3 Severability.
      If any
      provision of this Agreement is deemed invalid, all other provisions shall remain
      in full force and effect. 

    


    10.4 Waiver
      of Breach.
      The
      waiver by any party of a breach of any provision of this Agreement by the other
      party or the failure of any party to exercise any right granted to it hereunder
      shall not operate or be construed as the waiver of any subsequent breach by
      such
      other party nor the waiver of the right to exercise any such right.

    


    10.5 Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties concerning its subject
      matter. This Agreement supersedes all prior discussions, negotiations, promises,
      and agreements. This Agreement can be amended or modified only in a subsequent
      written document signed by the parties. 

     

    
      
         

      

      
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    10.6 Notices.
      Any
      notice required or permitted to be given hereunder shall be in writing and
      may
      be personally served or sent by United States mail, and shall be deemed to
      have
      given when personally served or deposited in the United States mail with first
      class postage prepaid and properly addressed to the last known address of the
      Consultant or Company. 

     

    10.7 Applicable
      Law; Jurisdiction.
      This
      Agreement is entered into and executed in the State of New York and shall be
      governed by the laws of such State, without reference to the principles of
      conflicts of law thereof. The parties hereby irrevocably submit to the exclusive
      jurisdiction of any state or federal court sitting in New York County in any
      action or proceeding (judicial, administrative or otherwise) arising out of
      or
      relating to this Agreement, and the parties hereby irrevocably agree that all
      claims in respect of such action or proceeding may be heard and determined
      in
      such New York County state or federal court. The parties hereby irrevocably
      waive, to the fullest extent they may effectively do so, the defense of an
      inconvenient forum to the maintenance of such action or proceeding. The parties
      hereby agree to and accept personal jurisdiction and to the service of process
      by mail at such party’s principle place of business or residence, as applicable,
      in connection with any such action or proceeding.

    


    10.8 Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original but all of which together shall constitute one and the same
      instrument.

    


    10.9 Headings.
      The
      paragraph and subparagraph headings in this Agreement are for convenience only
      and shall not affect the construction of this Agreement. 

    


    10.10 Further
      Assurances.
      Each of
      the parties shall, from time to time, and without charge to the other parties,
      take such additional actions and execute, deliver and file such additional
      instruments as may be reasonably required to give effect to the transactions
      contemplated by this Agreement. 

    


    10.11 Attorneys'
      Fees.
      In the
      event that either party commences arbitration or legal action in connection
      with
      this Agreement, the prevailing party shall be entitled to its attorneys' fees,
      costs and expenses incurred in such action.

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement as of the date first above
      written.

     

    
      	
              CONSULTANT:

            	
              COMPANY:

            
	 	 
	
              THE
                MEISTER GROUP, LLC

            	
              BIOBALANCE
                LLC

            
	 	 
	
              By:/s/Yitz
                Grossman

            	
              /s/Murry
                Englard

            
	 	 
	
              Name:
                Yitz Grossman

            	
              Name:
                Murry Englard

            
	 	 
	
              Title:
                President

            	
              Title:
                Chief Executive Officer

            


    

    
       

      
         

      

      
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