EXHIBIT 10.47


                       STOCK FOR STOCK EXCHANGE AGREEMENT
                       ----------------------------------


     THIS STOCK FOR STOCK EXCHANGE  AGREEMENT  ("Agreement") is made and entered
into  as  of  the 11th day of October,  2001, by and among The Bio Balance Corp.
(formerly  The  Bio  Balance Corp.), a Delaware corporation ("Bio Balance"), for
itself and for the benefit of the shareholders and warrantholders of Bio Balance
as  of the Closing Date (individually "Bio Balance Shareholder" and collectively
"Bio  Balance  Shareholders"),  as Seller, and New York Health Care, Inc., a New
York corporation ("NYHC"), as Buyer. Collectively, the Bio Balance Shareholders,
Bio Balance and NYHC are referred to as "Parties," and sometimes the Bio Balance
Shareholders, sometimes Bio Balance and sometimes NYHC are individually referred
to  as  "Party."

     WHEREAS,  the Bio Balance Shareholders as of the Closing Date will own 100%
of  the  issued and outstanding $.0001 par value common stock of Bio Balance and
rights  to  purchase  Bio  Balance  common  stock  ("Bio  Balance  Shares");

     WHEREAS,  the  Bio Balance Shareholders desire to exchange all but not less
than  90%  of  the  Bio  Balance  Shares and 100% of the outstanding Options (as
defined  in  Section  1.2)  for  corresponding shares of NYHC's  $0.01 par value
common  stock  and rights to purchase NYHC common stock ("NYHC Shares") and NYHC
desires  to effectuate such exchange, on the terms and subject to the conditions
contained  herein;  and

     WHEREAS,  the  Bio Balance Shareholders and NYHC desire this transaction to
be  a  tax-free  reorganization pursuant to Section 368(a)(1)(B) of the Internal
Revenue  Code  of  1986,  as  amended.

     NOW,  THEREFORE,  for  and  in consideration of the premises and the mutual
promises  made  herein  and  in consideration of the covenants, representations,
warranties and conditions set forth herein, the receipt and sufficiency of which
are  hereby  acknowledged,  the Parties, intending to be legally bound, agree as
follows:

                                    ARTICLE 1

                 EXCHANGE OF BIO BALANCE SHARES FOR NYHC SHARES

     1.1.     EXCHANGE  OF  BIO BALANCE SHARES FOR NYHC SHARES.   Subject to the
terms  and  conditions  of  this  Agreement,  the Bio Balance Shareholders shall
transfer  to  NYHC the Bio Balance Shares and, in exchange therefor, NYHC hereby
agrees  to  issue  the  NYHC  Shares  to  the  Bio  Balance  Shareholders  (the
"Exchange").  The NYHC Shares shall be issued to the Bio Balance Shareholders on
the  following  basis:  one NYHC Share for one Bio Balance Share.  The foregoing
exchange  ratio  assumes  and  reflects  the  one for one and one-half (1:1-1/2)
reverse  split  of  NYHC's  outstanding  common  stock  described  in  Section
3.2.a.(iii)  herein.


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     1.2.     BIO  BALANCE  STOCK  OPTIONS, WARRANTS AND CONVERTIBLE SECURITIES.
Except as set forth on Schedule 1.2, as of immediately prior to the Closing, Bio
Balance  will have outstanding stock options, warrants or convertible securities
to  acquire  common  stock  or  other  securities  of  Bio Balance (collectively
"Options"),  which  on  an  "as  if issued" basis, together with all outstanding
common  stock  including  the  common  stock  issuable  in the Private Placement
described  in  Section  3.4, will not be more than 23,043,334 common shares.  In
the  event  additional  Bio Balance Shares are required to be issued pursuant to
the Asset Purchase Agreement (defined in Section 4.1(c), then the number of NYHC
Shares issuable to holders of Bio Balance Shares who did not receive Bio Balance
Shares  pursuant  to  the  Asset  Purchase  Agreement,  will  be proportionately
reduced.

     1.3.     NYHC  STOCK  OPTIONS, WARRANTS AND CONVERTIBLE SECURITIES.   As of
immediately  prior  to  the  Closing,  NYHC  will not have outstanding any stock
options,  warrants  or  convertible securities to acquire  common stock or other
securities of NYHC (collectively "Options") except as set forth on Schedule 1.3,
which  on  an  "as  if issued" basis, together with all outstanding common stock
will  not  be  more  than  4,050,000  common  shares.

     1.4.     CHANGE OF CONTROL  OF BIO  BALANCE.  The  parties  agree  that  at
Closing the officers, directors, consultants and key employees ("Key Employees")
of Bio Balance will be as are set forth on Exhibit A that is attached hereto and
incorporated  herein  by  this  reference,  which schedule may be amended by Bio
Balance  with  the  consent  of  NYHC  prior  to  the  effective date of the S-4
Registration  Statement  described  in  Section  3.3,  which consent will not be
unreasonably  withheld.

     1.5.     CHANGE  OF CONTROL OF NYHC.  The parties agree that at Closing the
officers,  directors and key employees  ("Key Employees") of NYHC will be as are
set forth on Exhibit B that is attached  hereto and  incorporated herein by this
reference.

                                    ARTICLE 2

                                     CLOSING

     2.1.     THE  CLOSING.   Subject  to  the  conditions  precedent  contained
herein,  the Exchange ("Closing") shall take place at the offices of Scheichet &
Davis,  P.C.,  800  Third  Avenue,  29th  Floor, New York, NY 10022 at 1:00 p.m.
(local  time)  on  (i)  February 13,, 2002, or (ii) if by April 29, 2002 (A) any
required  NYDH Consent (as defined in Section 4.1(n)) has not been obtained, (B)
the  Securities Compliance (as defined in Section 3.3) has not been completed or
(C)  the  Shareholder  Consent has not been obtained, then on such later date as
the  NYDH  Consent,  the Securities Compliance and the Shareholder Consent shall
have  been  obtained  and  completed,  or  (iii)  such other date and time as is
mutually  agreed  to  by  Bio  Balance  and  NYHC  ("Closing  Date").

                                    ARTICLE 3

                            ACTIONS PRIOR TO CLOSING

     3.1.     NASDAQ  APPROVAL.  Within  ten  (10)  days  after the date of this
Agreement  NYHC  shall  submit  this  Agreement  and  other  documents delivered
herewith  to  The Nasdaq Stock Market, Inc. ("NASDAQ") pursuant to the rules and


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regulations  governing companies with a class of stock listed for trading on the
NASDAQ  SmallCap  Market  ("Smallcap").  Within  seventy-five  (75)  days  after
Closing,  NYHC  must  receive  "no  objections" from NASDAQ for the Exchange and
other  transactions  set forth in this Agreement, subject only to NYHC obtaining
the  approval  of  NYHC  Shareholders  of the Exchange ("NASDAQ Approval").  The
written  NASDAQ  Approval may not be conditioned on NYHC being required to apply
for  a  SmallCap  listing  based  on  NASDAQ's  "new  listing"  requirements.

     3.2. SHAREHOLDER  CONSENT.

          a.     Shareholder  Meeting.  Prior  to  Closing, NYHC shall convene a
                 --------------------
meeting  of  its  shareholders and use its best efforts to obtain the consent of
NYHC  Shareholders  of  each  of  the  following  matters:

               (i)     The  election to the board of directors of two members to
be identified by Bio Balance.  The board of directors after the meeting shall be
comprised  of  six  directors.

               (ii)     Amendment  of  the Articles of Incorporation of NYHC for
the  increase  in  the  authorized  $.01  par  value  common  stock of NYHC from
50,000,000  shares  to  100,000,000  shares.

               (iii)     The  reverse  split of NYHC $.01 par value common stock
in  the  ratio  of one share of common stock for each 1.5 shares outstanding, so
that  holders  of  common stock and rights to receive common stock shall receive
one  share  of common stock for each 1.5 shares of common stock held or entitled
to  be  received.

               (iv)     Approval  of  the  Exchange  and  all other transactions
described  in  this  Agreement.

               (v)     The approval of an amendment to the New York Health Care,
Inc.  Performance  Incentive  Plan  (the  "Stock  Option  Plan") authorizing the
reservation  of  an  additional 2,230,000 shares of the Company's $.01 par value
common  stock  for issuance under the Stock Option Plan after April 29, 2002 for
the  promotion  and  benefit  of  Bio  Balance's  business.

Collectively,  the  approval  of  the  requisite  number  of shareholders is the
"Shareholder  Consent."

          b.     Proxy  Statement.  On  or  before  the later of forty-five (45)
                 ----------------
days  after  NYHC  has  received the Bio Balance Financial Statements and twenty
(20)  days  after  NYHC  has  received  the  private  placement memorandum to be
employed by Bio Balance in connection with the Private Placement, NYHC will file
a  preliminary  proxy  statement  with  the  Securities and Exchange Commission.
The  Company further covenants to use its best efforts to conduct the meeting of
NYHC  Shareholders  on  or  before  February  14,  2002.

          c.     Insider  Approval.  Upon execution of this Agreement, NYHC will
                 -----------------
deliver  to Bio Balance the irrevocable proxies of officers and directors of the
Company owning not less than 50.1% of the capital stock permitted to vote on the
subject  matter of the Shareholder Consent, in favor of the Shareholder Consent.


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     3.3.     REGISTRATION.  NYHC  will prepare and file with the Securities and
Exchange  Commission  a  registration  statement  on Form S-4 ("S-4 Registration
Statement")  for  the purpose of registering the offer of the NYHC Shares to the
Bio  Balance  Shareholders  and  make all filings required to be made with state
regulatory  authorities,  the unrestricted resale (except as otherwise described
herein)  of the NYHC Shares received by Bio Balance Shareholders in the Exchange
("Securities  Compliance").

     3.4.     PRIVATE  PLACEMENT.  Bio Balance shall conduct a private placement
of  its  common  stock  on the terms more particularly described in Schedule 3.4
("Private  Placement") at Bio Balance's sole cost and expense.  Bio Balance will
offer up to 3,000,000 common shares at a per share price of not less than $2.00.
Up  to  300,000  Bio  Balance  common  stock purchase warrants will be issued to
broker-dealers  who  participate in the Private Placement.  NYHC shall cooperate
with  Bio  Balance  in the preparation of the documents necessary to conduct the
Private  Placement  and  all  filings required to be made in connection with the
Private Placement.   All proceeds from the Private Placement will be employed to
pay  expenses  of  the  Private  Placement  and  then exclusively for use by Bio
Balance  in  furtherance  of  its  business.

     3.5     LOCKUP.

          a.     NYHC  Lockup.  The officers and directors of NYHC identified on
                 ------------
Schedule  3.5a  shall agree to restrictions on the sale and transfer of the NYHC
common  stock  set  forth on Schedule 3.5a, for the period set forth on Schedule
3.5a.

          b.     Bio Balance Lockup.  The Bio Balance Shareholders identified on
                 ------------------
Schedule  3.5b  shall agree to restrictions on the sale and transfer of the NYHC
Shares  received  by  them  in the Exchange, set forth on Schedule 3.5b, for the
period  set  forth  on  Schedule  3.5b.

          c.     All  of the NYHC common shares subject to the foregoing lockups
shall  be  imprinted  with  the  following  legend  which  may be removed at the
holder's  request  after  the  expiration  of  the  lockup  period.

          "The  Common  Shares  of  New  York  Health  Care, Inc.
          represented  by this certificate are subject to certain
          restrictions  on  sale,  transfer  or  conveyance.  A
          description  of  the  restrictions may be obtained from
          the  Company."


                                    ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES

     4.1     REPRESENTATIONS  AND  WARRANTIES  OF  BIO  BALANCE.  Bio  Balance
represents  and  warrants  to  NYHC  as  follows:

          a.     Authorization.  The execution, delivery and performance of this
                 -------------
Agreement  have  been  duly  authorized,  adopted  and  approved by the board of
directors  of Bio Balance.  Bio Balance has taken all necessary corporate action
and has all of the necessary corporate power to enter into this Agreement and to
consummate the transactions described in this Agreement. This Agreement has been
duly  and  validly  executed  and  delivered  by  an officer of Bio Balance, and
assuming that this Agreement is the valid and binding obligation of NYHC, is the
valid  and  binding  obligation  of  Bio  Balance,  enforceable  against  it  in


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accordance  with  its  terms,  except  as  such  enforcement  may  be limited by
applicable  bankruptcy,  insolvency, reorganization, moratorium or other similar
laws  now or hereafter in effect or by legal or equitable principles relating to
or  limiting creditors' rights generally, and except that the remedy of specific
performance  and  injunctive  and other forms of equitable relief are subject to
certain  equitable  defenses and to the discretion of the court before which any
proceeding  therefor  may  be brought. Bio Balance has the ability to consummate
the  Exchange.

          b.     Organization;  Subsidiaries.  Bio Balance is a corporation duly
                 ---------------------------
organized,  validly existing and in good standing under the laws of the State of
Delaware.  Bio  Balance  has  the corporate power and authority to own and lease
its assets and to carry on its business as it is now being conducted and is duly
qualified  to do business as a foreign corporation in each jurisdiction where it
conducts  business, except where the failure to be so qualified would not have a
material adverse effect on the business, operations, earnings, prospects, assets
or  condition  (financial  or otherwise) of Bio Balance.  As of the date hereof,
Bio  Balance is only qualified to do business in Delaware.  Bio Balance does not
own  any  shares  of  capital  stock  or  other  interest  in  any  corporation,
partnership,  association  or  other  entity.

          c.     Capitalization.  The  number  of  authorized,  issued  and
                 --------------
outstanding  shares  of  Company  Stock as of the date hereof is as set forth on
Schedule A.   Bio Balance has not issued any shares of capital stock which could
give  rise  to  claims  for  violation  of  any federal or state securities laws
(including  any  rules  or regulations promulgated thereunder) or the securities
laws  of  any other jurisdiction (including any rules or regulations promulgated
thereunder).  Except  as  described  herein  and  on  the schedules and exhibits
hereto,  as  of  the  date  hereof,  there  are  no  options,  warrants,  calls,
convertible  securities  or  commitments  of any kind whatsoever relating to the
shares  of  Bio  Balance  Stock  subject hereto or any of the unissued shares of
capital stock of Bio Balance, and there are no voting trusts, voting agreements,
stockholder  agreements  or  other  agreements  or  understandings  of  any kind
whatsoever  which  relate  to  the  voting  of the capital stock of Bio Balance,
except  as set forth in an asset purchase agreement by and among Danron Ltd., an
Isle  of  Mann  company;  Uprising  Investment  Ltd., a Turks and Caicos Islands
company;  Kimmey  Trading  Ltd.,  a  Turks  and  Caicos Islands company; and Bio
Balance  dated  as  of  July  31,  2001  and all addenda and attachments thereto
("Asset  Purchase  Agreement"),  annexed  hereto  as  Exhibit  C.

          d.     Financial Statements. Bio Balance will promptly deliver to NYHC
                 --------------------
audited  financial  statements  of  Bio  Balance as at August 31, 2001 (the "Bio
Balance Financial Statements"). The Bio Balance Financial Statements will fairly
present,  in  all  material  respects,  the financial position of Bio Balance at
August  31, 2001 and the results of operations and cash flows of Bio Balance for
the period indicated in conformity with generally accepted accounting principles
applied  on  a  consistent  basis.

          e.     Owned  Real  Property.  Bio  Balance does not own (of record or
                 ---------------------
beneficially),  nor  does  it  have  any  interest  in  any  real  property.

          f.     Leased  Property;  Tenancies.  Bio  Balance  does not lease any
                 ----------------------------
property,  real  or  otherwise.  Accordingly,  Bio Balance is not a party to any
leases  or  subleases  with  respect  to  any  property.


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<PAGE>
          g.     Title.  Bio  Balance's  only  assets are those reflected on the
                 -----
balance  sheet  of the Bio Balance Financial Statements and as more particularly
described  in the Asset Purchase Agreement.  Bio Balance has good and marketable
title  to  all of such assets and to those assets purchased by Bio Balance after
the  date thereof.  The assets reflected on the balance sheet of the Bio Balance
Financial  Statements,  and  as  described  in the Asset Purchase Agreement, and
those purchased by Bio Balance after the dates thereof, are owned free and clear
of  all  adverse  claims,  liens,  mortgages,  charges,  security  interests,
encumbrances  and  other  restrictions  or  limitations  of any kind whatsoever,
except:  (i)  as  stated  in the Bio Balance Financial Statements (including the
notes  thereto);  (ii) as stated in the Asset Purchase Agreement (iii) for liens
for taxes or assessments not yet due and payable or which are being contested by
Bio  Balance in good faith; (iv) for minor liens imposed by law for sums not yet
due  or  which  are  being  contested  by Bio Balance in good faith; and (v) for
imperfections  of  title,  adverse  claims,  charges, restrictions, limitations,
encumbrances,  liens  or  security  interests  that  are  minor and which do not
detract  in  any  material  respect  from the value of any of the assets subject
thereto  or  which  do  not impair the operations of Bio Balance in any material
respect  or  affect  the  present use of the assets in any material respect. Bio
Balance  has  not  made any commitments or received any notice, oral or written,
from  any  public authority or other entity with respect to the taking or use of
any of Bio Balance's assets, whether temporarily or permanently, for any purpose
whatsoever,  nor  is  there  any  proceeding pending or, to the knowledge of Bio
Balance,  threatened which could adversely affect any asset owned or used by Bio
Balance  as  of  the  date  hereof.

          h.     Condition  of Assets.  All documents and agreements pursuant to
                 --------------------
which  Bio  Balance  has  obtained the assets or the right to use any assets are
valid and enforceable in all respects in accordance with their respective terms,
except  as such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization,  moratorium or other similar laws now or hereafter in effect, or
by  legal  or  equitable  principles,  relating to or limiting creditors' rights
generally  and except that the remedy of specific performance and injunctive and
other forms of equitable relief are subject to certain equitable defenses and to
the discretion of the court before which any proceeding therefor may be brought.
All licenses, permits and authorizations related to the location or operation of
the  business  of Bio Balance are in good standing and are valid and enforceable
in  all  respects in accordance with their respective terms. There is not, under
any of the foregoing instruments, documents or agreements, any existing default,
nor  is  there  any  event  which,  with  notice or lapse of time or both, would
constitute a default arising through Bio Balance or any third party which could:
(i)  have  a  material  adverse  effect  on  the  business,  assets, operations,
earnings,  prospects  or  condition  (financial or otherwise) of Bio Balance; or
(ii)  materially  adversely  affect its use of any assets. Bio Balance is not in
violation  of and has complied with all applicable codes, statutes, regulations,
ordinances, notices and orders of any governmental authority with respect to the
use,  maintenance,  condition,  operation  and improvement of any assets, except
where  the failure to comply with which would not have a material adverse effect
on the business, assets, operations, earnings, prospects or condition (financial
or  otherwise)  of  Bio  Balance.  Bio Balance's use of any improvements for the
purposes  for  which any of the assets are being used as of the date hereof does
not  violate any such code, statute, regulation, ordinance, notice or order. Bio
Balance  possesses  all  licenses,  permits  and  authorizations  required to be
obtained  by  Bio Balance with respect to Bio Balance's ownership, operation and
maintenance  of  the  assets  for all uses for which such assets are operated or
used  by  Bio  Balance  as of the date hereof, except where the failure to do so
would  not  have  a material adverse effect on the business, assets, operations,
earnings, prospects or condition (financial or otherwise) of Bio Balance. All of
the  assets  are  in good operating condition and repair, subject to normal wear
and  use and each such item is usable in a manner consistent with current use by
Bio  Balance.


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<PAGE>
          i.     Intellectual  Property.  Bio  Balance  has  applied  for  a
                 ----------------------
servicemark  (trademark)  for  the name Bio Balance in the State of Israel.  Bio
Balance  has  applied  for  a trademark/servicemark registration with the United
States  Patent  and Trademark Office for the name BACTRIX.  Except for the above
and  other  trademarks, trade-names and servicemarks that will be applied for in
the  normal  course, Bio Balance does not own, license or use any registered and
unregistered trademarks, service marks or trade names, trade secrets, registered
or  unregistered copyrights, or computer programs or software (the "Intellectual
Property")  except  as described in the Bio Balance Financials or Asset Purchase
Agreement.

          j.     Accounts Receivable.  As of the date hereof, Bio Balance has no
                 -------------------
accounts  receivable.

          k.     Accounts  Payable.   As of the date hereof, except as set forth
                 -----------------
in the Bio Balance Financial Statements or arising out of transactions described
in  this  Agreement, Bio Balance has no accounts payable outside of the ordinary
course  of  business.

          l.     Absence  of Undisclosed Liabilities. Other than as set forth in
                 -----------------------------------
the  Bio  Balance Financial Statements, Bio Balance has not had nor does it have
any  indebtedness,  loss or liability of any nature whatsoever, whether accrued,
absolute,  contingent  or  otherwise  and  whether  due  or become due, which is
material  to  Bio Balance's business, assets, operations, prospects, earnings or
condition  (financial  or  otherwise)  of  Bio  Balance.

          m.     Absence  of  Certain  Changes  or  Events.  Except as expressly
                 -----------------------------------------
disclosed  or set forth in this Agreement and the exhibits and schedules hereto,
Bio  Balance  has  not,  since  August  31,  2001:

               (i)  issued,  sold, granted or contracted to issue, sell or grant
     any  of its stock, notes, bonds, other securities or any option to purchase
     any  of  the  same;


               (ii)  amended  its  articles  of  organization  or  bylaws;

               (iii)  made  any  capital  expenditures  or  commitments  for the
     acquisition  or  construction  of  any  property,  plant  or  equipment;

               (iv)  entered  into  any transaction, which could be deemed to be
     material  to  Bio  Balance  or  its  business;

               (v)  incurred any damage, destruction or any other loss to any of
     its  assets  in  an aggregate amount exceeding Twenty-Five Thousand Dollars
     ($25,000)  whether  or  not  covered  by  insurance;

               (vi)  suffered  any  loss  in  an  aggregate  amount  exceeding
     Twenty-Five Thousand Dollars ($25,000) nor become aware of any intention on
     the  part  of  any  client,  dealer  or supplier to discontinue its current
     relationship  with  Bio Balance, the loss or discontinuance of which, alone


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<PAGE>
     or  in the aggregate, could have a material adverse effect on Bio Balance's
     business,  assets,  operations, earnings, prospects or condition (financial
     or  otherwise)  of  Bio  Balance;

               (vii)  entered into, modified, amended or altered any contractual
     arrangement  with  any  client,  dealer  or  supplier,  the  execution,
     performance,  modification,  amendment  or alteration of which, alone or in
     the  aggregate,  could  have  a  material  adverse  effect on Bio Balance's
     business,  assets,  operations, earnings, prospects or condition (financial
     or  otherwise)  of  Bio  Balance;

               (viii) incurred any material liability or obligation (absolute or
     contingent);

               (ix)  experienced  any  material  adverse change in Bio Balance's
     business,  assets,  operations, earnings, prospects or condition (financial
     or  otherwise) of Bio Balance or experienced or have knowledge of any event
     which  could  have  a  material  adverse  effect on Bio Balance's business,
     assets,  operations,  earnings,  prospects  or  condition  (financial  or
     otherwise)  of  Bio  Balance;

               (x)  declared,  set  aside  or  paid  any  dividend  or  other
     distribution  in  respect  of  the  capital  stock  of  Bio  Balance;

               (xi)  redeemed,  repurchased,  or  otherwise  acquired any of its
     capital  stock  or  securities  convertible  into  or  exchangeable for its
     capital  stock  or  entered  into  any agreement with respect to any of the
     foregoing;

               (xii) purchased, disposed of or contracted to purchase or dispose
     of,  or  granted  or  received  an option or any other right to purchase or
     sell,  any  of  its  assets;

               (xiii)  increased  the  rate of compensation payable or to become
     payable  to  the  officers  or  employees  of Bio Balance, or increased the
     amounts  paid  or  payable  to  such officers or employees under any bonus,
     insurance, pension or other benefit plan, or made any arrangements therefor
     with  or  for  any  of  said  officers  or  employees;

               (xiv)  adopted  or  amended  any  collective  bargaining,  bonus,
     profit-sharing,  compensation,  stock option, pension, retirement, deferred
     compensation  or  other plan, agreement, trust, fund or arrangement for the
     benefit  of  its  employees;  or

               (xv)  changed  any  material  accounting  principle, procedure or
     practice  followed  by  Bio  Balance or changed the method of applying such
     principle,  procedure  or  practice.

          n.     Agreements.  Set  forth  on  Schedule  4.1n  hereto  is a true,
                 ----------
correct  and  complete  list  of all contracts, agreements and other instruments
material  to  the  business  or  operation  of  Bio  Balance,  including without
limitation,  those to which Bio Balance is a party and those by which any of its
assets are bound (the "Material Agreements"). Copies of all such agreements have
heretofore  been  delivered or made available by Bio Balance to NYHC. Other than
as  set  forth  on  Schedule  4.1n,  there  is  no  contract, agreement or other
instrument  to  which  Bio  Balance  is  a  party  or  which affects the assets,
liabilities  or  outstanding  securities  of Bio Balance.  Bio Balance may enter
into  up to ten additional consulting agreements with directors, consultants and
advisory  board  members  substantially  similar  to  the  agreements previously


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<PAGE>
delivered  to  NYHC  and  on substantially similar terms ("Additional Consulting
Agreements").  Each  such  consultant may be granted the right to purchase up to
10,000  shares  of  Bio  Balance  common  stock at a per share purchase price of
$1.50.  Such right will be exercisable for two years after the issue date.  From
and  after  the  Closing, the right to purchase Bio Balance common stock will be
exchanged  for the right to purchase NYHC Shares on a one for one basis with all
other  terms  being substantially the same.   Neither Bio Balance, nor any third
party  is  in  default  and no event has occurred which, with notice or lapse of
time  or  both,  could  cause  or  become a default by Bio Balance, or any third
party,  under any Material Agreement.  Each Material Agreement is enforceable in
accordance  with  its  terms,  against all other parties thereto, except as such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium  or  other  similar  laws  now or hereafter in effect, or by legal or
equitable  principles,  relating  to or limiting creditors' rights generally and
except that the remedy of specific performance and injunctive and other forms of
equitable relief are subject to certain equitable defenses and to the discretion
of  the  court  before  which  any  proceeding  therefor  may  be  brought.

          o.     Non-Contravention; Consents. Neither the execution and delivery
                 ---------------------------
of  this  Agreement  by  Bio  Balance, nor consummation of the Exchange, does or
will:  (i)  violate  or  conflict  with  any  provision  of  the  articles  of
incorporation  or  bylaws  of  Bio Balance; (ii) violate or, with the passage of
time, result in the violation of any provision of, or result in the acceleration
of  or  entitle  any  party to accelerate any obligation under, or result in the
creation  an  imposition of any lien, charge, pledge, security interest or other
encumbrance  upon  any  of  the  assets,  which  are material to the business or
operation  of  Bio  Balance,  pursuant  to  any provision of any mortgage, lien,
lease,  agreement,  permit,  indenture,  license,  instrument,  law,  order,
arbitration  award,  judgment  or  decree  to which Bio Balance is a party or by
which  it  or  any  of  such  assets  are  bound, the effect of which violation,
acceleration, creation or imposition could have a material adverse effect on the
business, assets, operations, earnings, prospects or (financial or otherwise) of
Bio  Balance;  (iii)  violate or conflict with any other restriction of any kind
whatsoever  to which Bio Balance is subject or by which any of its assets may be
bound,  the  effect  of any of which violation or conflict could have a material
adverse  effect  on  the  business,  assets,  operations, earnings, prospects or
(financial  or otherwise) of Bio Balance; or (iv) constitute an event permitting
termination  by  a  third  party  of  any  agreement,  including  the  Material
Agreements,  to  which  Bio  Balance is a party or is subject, which termination
could  have  a  material  adverse  effect  on  the business, assets, operations,
earnings,  prospects  or  condition (financial or otherwise) of Bio Balance.  No
consent,  authorization,  order  or approval of, or filing or registration with,
any  governmental  commission,  board  or  other  regulatory body is required in
connection  with  the  execution,  delivery and performance of the terms of this
Agreement  by  Bio  Balance,  except  as  same  may  derive  from  NYHC.

          p.     Employee  Benefit  Plans.  Except  as  provided  for  in  any
                 ------------------------
employment  agreements  described  on Schedule 4.1(n), Bio Balance does not have
any  "employee  benefit  plans"  as  such term is defined in Section 3(3) of the
Employee  Retirement  Income  Security  Act  of  1974, as amended ("ERISA") (the
"Benefit  Plans")  covering  the  employees  of  Bio  Balance.

          q.     Labor  Relations.  There  are  no  agreements  with  or pending
                 ----------------
petitions  for  recognition  of  any labor union or association as the exclusive
bargaining  agent  for  any  or  all of the employees of Bio Balance and no such
petition  has been pending at any time since Bio Balance's inception.  There has
not  been any organizing effort by any union or other group seeking to represent
any employees of Bio Balance as its exclusive bargaining agent at any time since


                                        9
<PAGE>
Bio  Balance's  inception.  There  are no labor strikes, work stoppages or other
labor disputes now pending or threatened against Bio Balance, nor has there been
any  such labor strike, work stoppage or other labor dispute or grievance at any
time  since  Bio  Balance's  inception.  Bio  Balance  has no knowledge that any
executive,  key  employee or any group of employees of Bio Balance has any plans
to  terminate  his/her  employment  with  Bio  Balance.

          r.     Insurance.  Bio Balance has no insurance policies or binders of
                 ---------
insurance  or  programs  of  self-insurance.  However,  Bio Balance may purchase
employee  medical  insurance  prior  to  Closing.  In  such event, a copy of the
medical  insurance  policy  will  be  promptly  delivered  to  NYHC.

          s.     Tax  Matters. Bio Balance has timely filed with the appropriate
                 ------------
taxing  authorities  all  returns  (including,  without  limitation, information
returns and other material information) in respect of Taxes required to be filed
through  the date hereof.  The information contained in such returns is complete
and  accurate  in  all  material  respects.  Bio  Balance  has not requested any
extension  of  time within which to file returns (including, without limitation,
information  returns)  in  respect  of  any  Taxes.  Bio  Balance has accurately
computed and timely paid all Taxes for periods beginning before the date hereof,
or  an  adequate  reserve has been established therefor, as set forth in the Bio
Balance  Financial  Statements.   NYHC shall have no obligation or liability for
or  with  respect  to (a) any Taxes or other assessments as a consequence of the
transactions  contemplated by this Agreement all of which Taxes shall be paid by
Bio  Balance,  or  each  Bio Balance Shareholder, as the case may be, or (b) any
other  Taxes  or  assessments of Bio Balance, or each Bio Balance Shareholder of
any  kind  whatsoever  or  any  penalties  or  interest with respect to such Tax
liabilities.  Bio  Balance  has  withheld or collected from each payment made to
each  of  its employees, consultants, contractors and other payees the amount of
Taxes  required  to  be withheld and collected therefrom for all periods through
the  date  hereof.  Any  liability for Taxes due and payable through the date of
this  Agreement  for  which  no  returns  are due or have been filed (including,
without  limitation, property, payroll and withholding taxes) have been properly
accrued  or  provided for on the books of Bio Balance.  No material deficiencies
for  Taxes  have  been  claimed,  proposed,  or  assessed by any taxing or other
governmental  authority  against  Bio  Balance.  There are no pending or, to the
best  knowledge  of Bio Balance, threatened audits, investigations or claims for
or  relating  to  any  material  liability in respect of Taxes, and there are no
matters under discussion with any governmental authorities with respect to Taxes
that,  in  the  reasonable  judgment of Bio Balance, or its counsel is likely to
result  in  a material amount of Taxes.  The federal, state and local returns of
Bio  Balance have never been audited, and Bio Balance has not been notified that
any  taxing  authority  intends  to  audit  a  return  for any other period.  No
extension  of  a  statute  of  limitations  relating  to Taxes is in effect with
respect to Bio Balance.  Bio Balance: (i) has not been an includible corporation
in an affiliated group that files consolidated income tax returns; (ii) is not a
party  to any tax-sharing agreements or similar arrangements; and (iii) is not a
"foreign  person"  as  defined  in  section  1445(f)(3)  of  the  Code.

          The  term  "taxes"  or  "tax"  as  used in this section or referred to
elsewhere  in  this  Agreement  shall  mean  all  taxes,  charges, fees, levies,
penalties,  or  other assessments, including without limitation, income, capital
gain,  profit,  gross  receipts,  ad  valorem,  excise,  property,  payroll,
withholding,  employment,  severance,  social  security,  workers' compensation,
occupation, premium, customs duties, windfall profits, sales, use, and franchise
taxes,  imposed  by  the  United  States, or any state, county, local or foreign
government  or  any  subdivision  or agency thereof, and including any interest,
penalties  or  additions  attributable  thereto.


                                       10
<PAGE>
          t.     Compliance  with Applicable Law. Bio Balance has been and is in
                 -------------------------------
compliance  with  all  foreign,  federal,  state  and  local  laws,  statutes,
ordinances,  rules  and regulations applicable to the business, except where the
failure to comply with which would not materially adversely affect the business,
assets, operations, earnings, prospects or condition (financial or otherwise) of
Bio  Balance  or  which  would subject any officer or director of Bio Balance to
civil  or  criminal penalties or imprisonment. Bio Balance has complied with the
rules  and  regulations  of  all governmental agencies having authority over its
business  and  its  operations, including without limitation, agencies concerned
with  intra-state  and  interstate  commerce, occupational safety and employment
practices,  except where the failure to comply would not have a material adverse
effect  on  the  business,  operations, earnings, prospects, assets or condition
(financial or otherwise) of Bio Balance. Bio Balance has no any knowledge of nor
received  any  notice  of  violation  of  any  such rule or regulation since Bio
Balance's  inception  which  could  result  in  any liability of Bio Balance for
penalties  or  damages  or  which could subject Bio Balance to any injunction or
government  writ, order or decree. To the knowledge of Bio Balance, there are no
facts,  events  or  conditions  that  could  interfere  with,  prevent continued
compliance  with or give rise to any liability under any foreign, federal, state
or  local  governmental  laws, statutes, ordinances or regulations applicable to
the business, assets, operations, earnings, prospects or condition (financial or
otherwise)  of  Bio  Balance, except where the failure to do so would not have a
material adverse effect on the business, operations, earnings, prospects, assets
or  condition  (financial  or  otherwise)  of  Bio  Balance.

          u.     Litigation.  There  is  no  action,  suit,  proceeding  or
                 ----------
investigation  pending  or,  to  the knowledge of Bio Balance, threatened, which
could  restrict  the ability of Bio Balance to perform its obligations hereunder
or  could  have  a  material adverse effect on the business, assets, operations,
earnings,  prospects  or condition (financial or otherwise) of Bio Balance.  Bio
Balance is not in default in respect of any judgment, order, writ, injunction or
decree  of  any court or any federal, state, local or other governmental agency,
authority,  body, board, bureau, commission, department or instrumentality which
could  have  a  material  adverse  effect  on  the business, assets, operations,
earnings,  prospects  or  condition  (financial  or  otherwise)  of Bio Balance.

          v.     Permits.  Bio  Balance  holds all permits, licenses, orders and
                 -------
approvals of all federal, state or local governmental or regulatory authorities,
agencies  or  bodies  required  for  the  conduct and operation of Bio Balance's
business  as  currently  conducted,  except where the failure to do so would not
have a material adverse effect on the business, operations, earnings, prospects,
assets  or  condition (financial or otherwise) of Bio Balance. All such permits,
licenses,  orders, and approvals are in full force and effect and no suspension,
termination  or  revocation  of any of the foregoing is threatened. None of such
permits,  licenses, orders or approvals will be materially adversely affected by
consummation  of the Exchange.  Bio Balance has no knowledge of nor has received
any  notice of violation of any of such rules or regulations since Bio Balance's
inception  which  would  result in any liability of Bio Balance for penalties or
damages  or  which  would  subject Bio Balance to any injunction or governmental
writ,  order  or  decree.

          w.     Unlawful  Payments.  Neither  Bio  Balance  nor  any  officer,
                 ------------------
director, employee, agent or representative of Bio Balance has paid or received,
directly  or  indirectly, any bribe or kickback, illegal political contribution,
payment  from  corporate  funds  which was incorrectly recorded on the books and
records of Bio Balance, unlawful payment from corporate funds to governmental or


                                       11
<PAGE>
municipal  officials in their individual capacities for the purpose of affecting
their  action  or the actions of the jurisdiction which they represent to obtain
favorable  treatment  in  securing  business  or  licenses  or to obtain special
concessions  of  any kind whatsoever, or illegal payment from corporate funds to
obtain  or  retain  any  business.

          x.     Officers,  Directors  and  Employees. Schedule 4.1x hereto sets
                 ------------------------------------
forth  a  true,  correct and complete list of all of the officers, directors and
principal  employees  of  Bio  Balance  as  of  the date hereof, including their
respective  names,  titles,  salaries and bonuses since Bio Balance's inception.
Bio  Balance  has  also  provided  true,  correct  and  complete  copies  of any
employment  agreements  between  Bio  Balance and any of the foregoing officers,
directors  and  principal  employees  of  Bio  Balance  in effect as of the date
hereof.

          y.     Loans  to  or from Affiliates. There exist no outstanding loans
                 -----------------------------
by  Bio Balance to any current or former officer, director, employee, consultant
or  stockholder  of  Bio Balance or any affiliate of any of the foregoing. There
are  no  outstanding  loans  to  Bio  Balance  by any current or former officer,
director,  employee,  consultant  or  stockholder  of  Bio  Balance.

          z.     Books  and  Records.
                 -------------------

               (i)     The  books  of account and other financial records of Bio
Balance  are  complete  and  correct and have been maintained in accordance with
good  business  practices.

               (ii)     All material corporate action of the boards of directors
of  Bio  Balance  (including  any  committees)  since  the date of Bio Balance's
incorporation  has been authorized, approved and/or ratified in the minute books
of  Bio  Balance.

          aa.     Bank  Accounts. Set forth on Schedule 4.1aa is a true, correct
                  --------------
and  complete  list  of  the  names  of  each  bank,  savings and loan, or other
financial institution, at which Bio Balance maintains any account (including any
cash  contribution  or similar accounts) and the names of all persons authorized
to  draw thereon or who have access thereto.  As of the date hereof, Bio Balance
has  no  credit or loan facility or guaranty established and/or maintained by or
on  behalf  of  Bio  Balance.

          bb.     Solvency  of Bio Balance.  Since its inception and through the
                  ------------------------
Closing  Date,  Bio Balance has been and will be solvent.  "Solvent" shall mean,
for purposes of application of this provision, that: (i) the fair saleable value
of  Bio  Balance's  property  is in excess of the total amount of its debts; and
(ii)  Bio  Balance  is  able  to  pay  its  debts  as  they  mature.

          cc.     Agreements  with Affiliates.  Except as otherwise described or
                  ---------------------------
disclosed  in  this  Agreement,  Bio  Balance  is not a party to any instrument,
license, lease or other agreement, written or oral, with any officer or director
of  Bio  Balance.

          dd.     Accuracy  of  Information  Furnished.  Bio  Balance represents
                  ------------------------------------
that no statement made by Bio Balance set forth herein or in the exhibits or the
schedules  hereto,  and  no  statement  set  forth  in  any certificate or other
instrument  or  document required to be delivered by or on behalf of Bio Balance
pursuant  hereto or in connection with the Exchange, contained, contains or will
contain  any untrue statement of a material fact, or omits, omitted or will omit


                                       12
<PAGE>
to  state  any material fact which is necessary to make the statements contained
herein or therein, in light of the circumstances under which they were made, not
misleading.

     4.2     REPRESENTATIONS  AND  WARRANTIES  OF  NYHC.  NYHC  represents  and
warrants  to  NYHC  as  follows:

          a.     Authorization.  The execution, delivery and performance of this
                 -------------
Agreement  have  been  duly  authorized,  adopted  and  approved by the board of
directors of NYHC.  NYHC has taken all necessary corporate action and has all of
the necessary corporate power to enter into this Agreement and to consummate the
Exchange.  This Agreement has been duly and validly executed and delivered by an
officer  of  NYHC,  and  assuming  that  this Agreement is the valid and binding
obligation  of  Bio  Balance,  is  the  valid  and  binding  obligation of NYHC,
enforceable  against it in accordance with its terms, except as such enforcement
may  be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or  other  similar  laws  now  or  hereafter in effect, or by legal or equitable
principles,  relating to or limiting creditors' rights generally and except that
the  remedy  of specific performance and injunctive and other forms of equitable
relief  are  subject  to certain equitable defenses and to the discretion of the
court  before which any proceeding therefor may be brought. NYHC has the ability
to  consummate  the  Exchange.

          b.     Organization;  Subsidiaries.  NYHC  is  a  corporation  duly
                 ---------------------------
organized,  validly existing and in good standing under the laws of the State of
New  York.  NYHC  has  the  corporate  power  and authority to own and lease its
assets  and  to  carry  on its business as it is now being conducted and is duly
qualified  to do business as a foreign corporation in each jurisdiction where it
conducts  business, except where the failure to be so qualified would not have a
material adverse effect on the business, operations, earnings, prospects, assets
or  condition  (financial or otherwise) of NYHC.  As of the date hereof, NYHC is
qualified to do business in New Jersey.  NYHC does not own any shares of capital
stock  or  other  interest in any corporation, partnership, association or other
entity  except as disclosed in prospectuses, registration statements and reports
filed  with  the  Securities  and  Exchange  Commission  (the  "Commission") and
publicly  available  on  the Commission's EDGAR Filing System (collectively "SEC
Documents").

          c.     Capitalization.  The  number  of  authorized,  issued  and
                 --------------
outstanding  shares  of  Company  Stock as of the date hereof is as set forth on
Schedule  A.   NYHC  has not issued any shares of capital stock which could give
rise  to claims for violation of any federal or state securities laws (including
any  rules  or regulations promulgated thereunder) or the securities laws of any
other  jurisdiction (including any rules or regulations promulgated thereunder).
As  of  the  date  hereof,  there  are  no options, warrants, calls, convertible
securities  or commitments of any kind whatsoever relating to the shares of NYHC
Stock subject hereto or any of the unissued shares of capital stock of NYHC, and
there  are  no voting trusts, voting agreements, stockholder agreements or other
agreements  or  understandings of any kind whatsoever which relate to the voting
of  the  capital  stock of NYHC except as set forth on Schedule A and in the SEC
Documents.

          d.     Financial  Statements.  The  SEC  Documents  contain  the  (i)
                 ---------------------
audited balance sheets of NYHC as of December 31, 2000, 1999 and 1998 (including
the  notes  thereto),  and  the related statements of operations, cash flows and
shareholders'  equity  (deficit)  for  each  of  the  years then ended, and (ii)


                                       13
<PAGE>
unaudited  balance  sheets  of  NYHC  as  of  June  30,  2001 and March 31, 2001
(including  any  notes  thereto), and the related statements of operations, cash
flows  and  shareholders'  equity  (deficit)  for each of the periods then ended
(collectively,  the "NYHC Financial Statements").  The NYHC Financial Statements
fairly present the financial condition and the results of operations, changes in
stockholders'  equity  and cash flows of NYHC at the respective dates of and for
the periods referred to in the NYHC Financial Statements, which were prepared in
conformity  with  GAAP,  consistently  applied.

          e.     Financial  Statement  Compliance.  NYHC's  Financial Statements
                 ---------------------------------
have  been  prepared  in  accordance  with Regulation S-X or S-B, as applicable,
adopted  under the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for  the  periods  specified.

          f.     Owned Real Property.  Except as set forth in the SEC Documents,
                 -------------------
NYHC does not own (of record or beneficially), nor does it have any interest in,
any  real  property.

          g.     Leased  Property;  Tenancies.   Except  as set forth in the SEC
                 ----------------------------
Documents,  NYHC  does  not  lease  any  property,  real  or  otherwise.

          h.     Title.   NYHC  has  good  and  marketable  title  to all of the
                 -----
assets set forth on the most recent balance sheet included in the NYHC Financial
Statements  (the  "Current  Balance  Sheet"), and those assets purchased by NYHC
after the date thereof. (collectively "NYHC Assets").  The NYHC Assets are owned
free  and  clear  of  all  adverse  claims,  liens, mortgages, charges, security
interests,  encumbrances  and  other  restrictions  or  limitations  of any kind
whatsoever,  except:  (i)  as  stated in the NYHC Financial Statements; (ii) for
liens  for  taxes  or  assessments  not  yet  due and payable or which are being
contested  by  NYHC in good faith; (iii) for minor liens imposed by law for sums
not  yet  due  or  which are being contested by NYHC in good faith; and (iv) for
imperfections  of  title,  adverse  claims,  charges, restrictions, limitations,
encumbrances,  liens  or  security  interests  that  are  minor and which do not
detract in any material respect from the value of any of the NYHC Assets subject
thereto or which do not impair the operations of NYHC in any material respect or
affect the present use of the NYHC Assets in any material respect.  NYHC has not
made  any  commitments  or received any notice, oral or written, from any public
authority  or  other entity with respect to the taking or use of any of the NYHC
Assets,  whether  temporarily or permanently, for any purpose whatsoever, nor is
there  any  proceeding  pending  or,  to the knowledge of NYHC, threatened which
could  adversely  affect  any  NYHC  Asset  owned or used by NYHC as of the date
hereof.

          i.     Condition of Assets.  Except as described in the SEC Documents,
                 -------------------
all documents and agreements pursuant to which NYHC has obtained the NYHC Assets
or the right to use any NYHC Assets are valid and enforceable in all respects in
accordance  with  their  respective  terms,  except  as  such enforcement may be
limited  by  applicable  bankruptcy,  insolvency,  reorganization, moratorium or
other  similar  laws  now  or  hereafter  in  effect,  or  by legal or equitable
principles,  relating to or limiting creditors' rights generally and except that
the  remedy  of specific performance and injunctive and other forms of equitable
relief  are  subject  to certain equitable defenses and to the discretion of the
court  before which any proceeding therefor may be brought.  Except as described
in  the  SEC  Documents, all licenses, permits and authorizations related to the
location or operation of the business of NYHC are in good standing and are valid
and enforceable in all respects in accordance with their respective terms. There
is  not,  under  any  of the foregoing instruments, documents or agreements, any
existing  default, nor is there any event which, with notice or lapse of time or
both,  would  constitute a default arising through NYHC or any third party which
could:  (i)  have  a  material  adverse  effect  on  the  business, NYHC Assets,
operations,  earnings,  prospects or condition (financial or otherwise) of NYHC;
or  (ii)  materially  adversely  affect  its  use of any NYHC Assets.  Except as
described  in  the  SEC  Documents, NYHC is not in violation of and has complied
with all applicable codes, statutes, regulations, ordinances, notices and orders
of  any  governmental authority with respect to the use, maintenance, condition,
operation and improvement of any NYHC Assets, except where the failure to comply
with  which  would  not  have  a  material  adverse effect on the business, NYHC


                                       14
<PAGE>
Assets, operations, earnings, prospects or condition (financial or otherwise) of
NYHC.  NYHC's  use  of  any  improvements  for the purposes for which any of the
assets  are  being  used  as  of the date hereof does not violate any such code,
statute, regulation, ordinance, notice or order.  Except as described in the SEC
Documents,  NYHC  possesses all licenses, permits and authorizations required to
be  obtained by NYHC with respect to NYHC's ownership, operation and maintenance
of the assets for all uses for which such assets are operated or used by NYHC as
of  the date hereof, except where the failure to do so would not have a material
adverse  effect on the business, NYHC Assets, operations, earnings, prospects or
condition  (financial  or otherwise) of NYHC. All of the NYHC Assets are in good
operating  condition  and  repair,  subject to normal wear and use and each such
item  is  usable  in  a  manner  consistent  with  current  use  by  NYHC.

          j.     Intellectual  Property.  NYHC  does not own, license or use any
                 ----------------------
registered  and  unregistered  trademarks,  service  marks or trade names, trade
secrets, registered or unregistered copyrights, or computer programs or software
(the  "Intellectual  Property")  except  as  described  in  the  SEC  Documents.

          k.     Accounts  Payable.  Except  as  set forth in the NYHC Financial
                 -----------------
Statements  and  on  Schedule  4.2k, as of the date hereof, NYHC has no accounts
payable  outside  of  the  ordinary  course  of  business.

          l.     Absence  of Undisclosed Liabilities. Other than as set forth in
                 -----------------------------------
the  NYHC Financial Statements or on Schedule 4.2l, NYHC has not had nor does it
have  any  indebtedness,  loss  or  liability  of any nature whatsoever, whether
accrued,  absolute, contingent or otherwise and whether due or become due, which
is  material  to  NYHC's  business,  assets,  operations, prospects, earnings or
condition  (financial  or  otherwise)  of  NYHC.

          m.     Absence  of  Certain  Changes or Events. Except as disclosed in
                 ---------------------------------------
the  SEC Documents or on Schedule 4.2m and except as expressly set forth in this
Agreement,  NYHC  has  not,  since  December  31,  2000:

               (i)  issued,  sold, granted or contracted to issue, sell or grant
     any  of its stock, notes, bonds, other securities or any option to purchase
     any  of  the  same;

               (ii)  amended  its  articles  of  organization  or  bylaws;

               (iii)  made  any  capital  expenditures  or  commitments  for the
     acquisition  or  construction  of  any  property,  plant  or  equipment;

               (iv)  entered  into  any transaction, which could be deemed to be
     material  to  NYHC  or  its  business;


                                       15
<PAGE>
               (v)  incurred any damage, destruction or any other loss to any of
     its  assets  in  an  aggregate  amount  exceeding  Fifty  Thousand  Dollars
     ($50,000)  whether  or  not  covered  by  insurance;

               (vi)  suffered  any  loss  in an aggregate amount exceeding Fifty
     Thousand Dollars ($50,000) nor become aware of any intention on the part of
     any client, dealer or supplier to discontinue its current relationship with
     NYHC, the loss or discontinuance of which, alone or in the aggregate, could
     have  a  material  adverse  effect  on NYHC's business, assets, operations,
     earnings,  prospects  or  condition  (financial  or  otherwise)  of  NYHC;

               (vii)  entered into, modified, amended or altered any contractual
     arrangement  with  any  client,  dealer  or  supplier,  the  execution,
     performance,  modification,  amendment  or alteration of which, alone or in
     the  aggregate,  could  have  a material adverse effect on NYHC's business,
     assets,  operations,  earnings,  prospects  or  condition  (financial  or
     otherwise)  of  NYHC;

               (viii) incurred any material liability or obligation (absolute or
     contingent);

               (ix)  experienced any material adverse change in NYHC's business,
     assets,  operations,  earnings,  prospects  or  condition  (financial  or
     otherwise)  of  NYHC  or  experienced  or have knowledge of any event which
     could  have  a  material  adverse  effect  on  NYHC's  business,  assets,
     operations,  earnings,  prospects  or condition (financial or otherwise) of
     NYHC;

               (x)  declared,  set  aside  or  paid  any  dividend  or  other
     distribution  in  respect  of  the  capital  stock  of  NYHC;

               (xi)  redeemed,  repurchased,  or  otherwise  acquired any of its
     capital  stock  or  securities  convertible  into  or  exchangeable for its
     capital  stock  or  entered  into  any agreement with respect to any of the
     foregoing;

               (xii) purchased, disposed of or contracted to purchase or dispose
     of,  or  granted  or  received  an option or any other right to purchase or
     sell,  any  of  its  assets;

               (xiii)  increased  the  rate of compensation payable or to become
     payable to the officers or employees of NYHC, or increased the amounts paid
     or  payable  to  such  officers  or  employees  under any bonus, insurance,
     pension  or  other  benefit plan, or made any arrangements therefor with or
     for  any  of  said  officers  or  employees;

               (xiv)  adopted  or  amended  any  collective  bargaining,  bonus,
     profit-sharing,  compensation,  stock option, pension, retirement, deferred
     compensation  or  other plan, agreement, trust, fund or arrangement for the
     benefit  of  its  employees;  or

               (xv)  changed  any  material  accounting  principle, procedure or
     practice followed by NYHC or changed the method of applying such principle,
     procedure  or  practice.


                                       16
<PAGE>
          n.     Agreements. Except as otherwise disclosed in the SEC Documents,
                 ----------
set  forth  on  Schedule 4.2n hereto is a true, correct and complete list of all
material contracts, agreements and other instruments material to the business or
operation  of NYHC, including without limitation, those to which NYHC is a party
and  those  by  which  any  of its assets are bound (the "Material Agreements").
Copies  of  all such agreements have heretofore been delivered or made available
by  NYHC  to  Bio Balance. Other than as set forth on Schedule 4.2n, there is no
material  contract,  agreement  or  other instrument to which NYHC is a party or
which  affects  the  assets,  liabilities  or  outstanding  securities  of NYHC.
Neither NYHC, nor any third party is in default and no event has occurred which,
with  notice  or lapse of time or both, could cause or become a default by NYHC,
or  any  third  party, under any Material Agreement.  Each Material Agreement is
enforceable  in  accordance  with  its terms, against all other parties thereto,
except  as such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization,  moratorium or other similar laws now or hereafter in effect, or
by  legal  or  equitable  principles,  relating to or limiting creditors' rights
generally  and except that the remedy of specific performance and injunctive and
other forms of equitable relief are subject to certain equitable defenses and to
the discretion of the court before which any proceeding therefor may be brought.

          o.     Non-Contravention; Consents. Neither the execution and delivery
                 ---------------------------
of  this  Agreement  by  NYHC,  nor  consummation  of the transactions described
herein, does or will: (i) violate or conflict with any provision of the articles
of  incorporation  or bylaws of NYHC; (ii) violate or, with the passage of time,
result in the violation of any provision of, or result in the acceleration of or
entitle  any party to accelerate any obligation under, or result in the creation
an  imposition  of  any  lien,  charge,  pledge,  security  interest  or  other
encumbrance  upon  any  of  the  assets,  which  are material to the business or
operation  of  NYHC,  pursuant  to  any  provision of any mortgage, lien, lease,
agreement,  permit,  indenture,  license,  instrument,  law,  order, arbitration
award, judgment or decree to which NYHC is a party or by which it or any of such
assets  are  bound,  the  effect  of  which violation, acceleration, creation or
imposition  could  have  a material adverse effect on the business, NYHC Assets,
operations,  earnings,  prospects  or  (financial  or  otherwise) of NYHC; (iii)
violate  or  conflict with any other restriction of any kind whatsoever to which
NYHC is subject or by which any of its assets may be bound, the effect of any of
which  violation  or  conflict  could  have  a  material  adverse  effect on the
business, assets, operations, earnings, prospects or (financial or otherwise) of
NYHC; or (iv) constitute an event permitting termination by a third party of any
agreement,  including  the  Material  Agreements, to which NYHC is a party or is
subject, which termination could have a material adverse effect on the business,
assets, operations, earnings, prospects or condition (financial or otherwise) of
NYHC.  No  consent,  authorization,  order  or  approval  of,  or  filing  or
registration  with,  any governmental commission, board or other regulatory body
is  required  in  connection with the execution, delivery and performance of the
terms  of  this  Agreement  by  NYHC,  except  for  the  Securities  Compliance,
Shareholder  Consent,  NASDAQ  Approval and, if required, the consent of the New
York  State  Department  of  Health  ("NYDH  Consent").

          p.     Employee  Benefit  Plans.  Except  as  set  forth  in  the  SEC
                 ------------------------
Documents,  NYHC  does  not  have  any  "employee benefit plans" as such term is
defined  in Section 3(3) of the Employee Retirement Income Security Act of 1974,
as  amended  ("ERISA")  (the  "Benefit  Plans")  covering the employees of NYHC.

          q.     Labor  Relations.  There  are  no  agreements  with  or pending
                 ----------------
petitions  for  recognition  of  any labor union or association as the exclusive
bargaining  agent  for  any or all of the employees of NYHC and no such petition


                                       17
<PAGE>
has  been  pending  at  any time since NYHC's inception.  There has not been any
organizing effort by any union or other group seeking to represent any employees
of  NYHC  as  its exclusive bargaining agent at any time since NYHC's inception.
There  are  no labor strikes, work stoppages or other labor disputes now pending
or  threatened  against  NYHC,  nor  has  there been any such labor strike, work
stoppage or other labor dispute or grievance at any time since NYHC's inception.
NYHC has no knowledge that any executive, key employee or any group of employees
of  NYHC  has  any  plans  to  terminate  his/her  employment  with  NYHC.

          r.     Insurance.  NYHC  has  furnished  to  Bio Balance a list of, or
                 ---------
made  available true and complete copies of, all insurance policies and fidelity
bonds  relating  to  the  assets,  business,  operations, employees, officers or
directors of NYHC.  To the knowledge of NYHC, there is no material claim by NYHC
pending  under  any  of  such  policies  or  bonds as to which coverage has been
questioned,  denied or disputed by the underwriters of such policies or bonds or
in  respect of which such underwriters have reserved their rights.  All premiums
payable under all such policies and bonds have been timely paid and the NYHC has
otherwise complied in all material respects with the terms and conditions of all
such policies and bonds.  Such policies and bonds are of the type and in amounts
required and/or customarily carried by entities conducting businesses similar to
those  of  NYHC.  NYHC  does not know of any threatened termination of, material
premium  increase  (other  than in the ordinary course of business) with respect
to,  or  material  alteration  of coverage under, any of such policies or bonds.

          s.     Tax  Matters. NYHC has timely filed with the appropriate taxing
                 ------------
authorities  all returns (including, without limitation, information returns and
other material information) in respect of Taxes required to be filed through the
date hereof.  The information contained in such returns is complete and accurate
in  all  material respects.  NYHC has not requested any extension of time within
which  to  file  returns (including, without limitation, information returns) in
respect  of  any  Taxes.  NYHC has accurately computed and timely paid all Taxes
for  periods  beginning  before the date hereof, or an adequate reserve has been
established therefor, as set forth in Schedule 4.2s.   Bio Balance shall have no
obligation  or  liability  for  or  with  respect  to  (a)  any  Taxes  or other
assessments  as a consequence of the transactions contemplated by this Agreement
all  of which Taxes shall be paid by NYHC, or each NYHC Shareholder, as the case
may  be, or (b) any other Taxes or assessments of NYHC, or each NYHC Shareholder
of  any  kind  whatsoever  or any penalties or interest with respect to such Tax
liabilities.  NYHC  has  withheld or collected from each payment made to each of
its  employees,  consultants,  contractors  and other payees the amount of Taxes
required to be withheld and collected therefrom for all periods through the date
hereof.  Any  liability  for  Taxes  due  and  payable  through the date of this
Agreement  for  which  no returns are due or have been filed (including, without
limitation,  property, payroll and withholding taxes) have been properly accrued
or  provided  for on the books of NYHC.  No material deficiencies for Taxes have
been  claimed,  proposed,  or  assessed  by  any  taxing  or  other governmental
authority against NYHC.  There are no pending or, to the best knowledge of NYHC,
threatened  audits,  investigations  or  claims  for or relating to any material
liability  in  respect  of Taxes, and there are no matters under discussion with
any  governmental  authorities  with  respect  to  Taxes that, in the reasonable
judgment  of  NYHC,  or  its counsel is likely to result in a material amount of
Taxes.  The  federal,  state  and local returns of NYHC have never been audited,
and  NYHC  has  not  been  notified that any taxing authority intends to audit a
return  for any other period.  No extension of a statute of limitations relating
to  Taxes  is  in  effect  with  respect  to  NYHC.  NYHC:  (i)  has not been an


                                       18
<PAGE>
includible corporation in an affiliated group that files consolidated income tax
returns;  (ii)  is  not  a  party  to  any  tax-sharing  agreements  or  similar
arrangements;  and  (iii)  is  not  a  "foreign  person"  as  defined in section
1445(f)(3)  of  the  Code.

          The  term  "taxes"  or  "tax"  as  used in this section or referred to
elsewhere  in  this  Agreement  shall  mean  all  taxes,  charges, fees, levies,
penalties,  or  other assessments, including without limitation, income, capital
gain,  profit,  gross  receipts,  ad  valorem,  excise,  property,  payroll,
withholding,  employment,  severance,  social  security,  workers' compensation,
occupation, premium, customs duties, windfall profits, sales, use, and franchise
taxes,  imposed  by  the  United  States, or any state, county, local or foreign
government  or  any  subdivision  or agency thereof, and including any interest,
penalties  or  additions  attributable  thereto.

          t.     Compliance with Applicable Law.  Except as described in the SEC
                 ------------------------------
Documents,  NYHC  has been and is in compliance with all foreign, federal, state
and  local  laws,  statutes, ordinances, rules and regulations applicable to the
business,  except  where  the  failure to comply with which would not materially
adversely  affect  the  business,  assets,  operations,  earnings,  prospects or
condition (financial or otherwise) of NYHC or which would subject any officer or
director  of  NYHC  to  civil  or  criminal  penalties or imprisonment. NYHC has
complied  with  the  rules  and  regulations of all governmental agencies having
authority  over  its  business and its operations, including without limitation,
agencies concerned with intra-state and interstate commerce, occupational safety
and  employment  practices,  except where the failure to comply would not have a
material adverse effect on the business, operations, earnings, prospects, assets
or  condition (financial or otherwise) of NYHC. NYHC has no any knowledge of nor
received  any  notice  of  violation of any such rule or regulation since NYHC's
inception  which  could result in any liability of NYHC for penalties or damages
or  which  could  subject  NYHC  to  any injunction or government writ, order or
decree.  To the knowledge of NYHC, there are no facts, events or conditions that
could  interfere  with,  prevent  continued  compliance with or give rise to any
liability  under  any  foreign,  federal,  state  or  local  governmental  laws,
statutes,  ordinances  or  regulations  applicable  to  the  business,  assets,
operations,  earnings,  prospects or condition (financial or otherwise) of NYHC,
except  where  the  failure to do so would not have a material adverse effect on
the business, operations, earnings, prospects, assets or condition (financial or
otherwise)  of  NYHC.

          u.     Litigation.  Except as described in the SEC Documents, there is
                 ----------
no  action,  suit,  proceeding  or investigation pending or, to the knowledge of
NYHC,  threatened,  which  could  restrict  the  ability  of NYHC to perform its
obligations  hereunder  or could have a material adverse effect on the business,
assets, operations, earnings, prospects or condition (financial or otherwise) of
NYHC.  NYHC  is  not  in  default  in  respect  of  any  judgment,  order, writ,
injunction  or  decree  of  any  court  or  any  federal,  state, local or other
governmental  agency,  authority, body, board, bureau, commission, department or
instrumentality  which  could  have  a  material adverse effect on the business,
assets, operations, earnings, prospects or condition (financial or otherwise) of
NYHC.

          v.     Permits.  Except  as described in the SEC Documents, NYHC holds
                 -------
all  permits,  licenses,  orders  and  approvals  of all federal, state or local
governmental  or  regulatory  authorities,  agencies  or bodies required for the
conduct  and  operation  of NYHC's business as currently conducted, except where
the  failure  to do so would not have a material adverse effect on the business,
operations, earnings, prospects, assets or condition (financial or otherwise) of
NYHC.  All  such  permits, licenses, orders, and approvals are in full force and


                                       19
<PAGE>
effect  and  no suspension, termination or revocation of any of the foregoing is
threatened.  None  of  such  permits,  licenses,  orders  or  approvals  will be
materially  adversely  affected  by  consummation  of the Exchange.  NYHC has no
knowledge  of  nor  has received any notice of violation of any of such rules or
regulations  since  NYHC's inception which would result in any liability of NYHC
for  penalties  or  damages  or  which  would  subject NYHC to any injunction or
governmental  writ,  order  or  decree.

          w.     Unlawful  Payments.  Neither  NYHC  nor  any officer, director,
                 ------------------
employee,  agent  or  representative  of  NYHC has paid or received, directly or
indirectly,  any bribe or kickback, illegal political contribution, payment from
corporate funds which was incorrectly recorded on the books and records of NYHC,
unlawful  payment from corporate funds to governmental or municipal officials in
their  individual  capacities  for  the purpose of affecting their action or the
actions  of  the jurisdiction which they represent to obtain favorable treatment
in  securing  business  or licenses or to obtain special concessions of any kind
whatsoever,  or  illegal  payment  from  corporate funds to obtain or retain any
business.

          x.     Officers,  Directors  and  Employees. Schedule 4.2x hereto sets
                 ------------------------------------
forth  a  true,  correct and complete list of all of the officers, directors and
principal  employees  of  NYHC as of the date hereof, including their respective
names,  titles,  and  current salaries and bonuses. NYHC has also provided true,
correct and complete copies of any employment agreements between NYHC and any of
the  foregoing  officers, directors and principal employees of NYHC in effect as
of  the  date  hereof.

          y.     Loans  to  or from Affiliates. There exist no outstanding loans
                 -----------------------------
by  NYHC  to  any  current  or former officer, director, employee, consultant or
stockholder  of  NYHC  or  any  affiliate  of any of the foregoing. There are no
outstanding  loans to NYHC by any current or former officer, director, employee,
consultant  or  stockholder  of  NYHC.

          z.     Books  and  Records.
                 -------------------

               (i)     The  books of account and other financial records of NYHC
are  complete  and  correct  and  have  been  maintained in accordance with good
business  practices.

               (ii)     All material corporate action of the boards of directors
of  NYHC  (including  any committees) since the date of NYHC's incorporation has
been  authorized,  approved  and/or  ratified  in  the  minute  books  of  NYHC.

          aa.     Solvency of NYHC.  Since its inception and through the Closing
                  ----------------
Date,  NYHC has been and will be solvent.  "Solvent" shall mean, for purposes of
application  of  this  provision,  that:  (i)  the fair saleable value of NYHC's
property is in excess of the total amount of its debts; and (ii) NYHC is able to
pay  its  debts  as  they  mature.

          bb.     Agreements  with  Affiliates.  Except  as described in the SEC
                  ----------------------------
Documents,  NYHC  is  not  a  party  to  any instrument, license, lease or other
agreement,  written  or  oral,  with  any  officer  or  director  of  NYHC.

          cc.     The  NYHC  Shares.  The  NYHC  Shares  upon  issuance:
                  -----------------


                                       20
<PAGE>
               (i)     will  be free and clear of any security interests, liens,
claims or other encumbrances and not subject to restrictions upon transfer under
the Securities Act of 1933 (the "1933 Act"), except for the restrictions imposed
by the 1934 Act on "insiders" as defined therein, State laws,  and the Lockup as
described  in  Section  3.5  of  this  Agreement;

               (ii)     will  be duly and validly authorized, issued, fully paid
and  nonassessable;

               (iii)     will  not  have been issued or sold in violation of any
preemptive or other similar rights of the holders of any securities of NYHC; and

               (iv)     will  not  subject  the  holders  thereof  to  personal
liability  by  reason  of  being  such  holders.

          dd.     Reporting Company.  NYHC is a publicly-held company subject to
                  -----------------
reporting  obligations pursuant to Sections 15(d) and 13 of the 1934 Act and has
a  class  of common shares registered pursuant to Section 12(g) of the 1934 Act.
Pursuant to the provisions of the 1934 Act, NYHC has filed all reports and other
materials  required  to  be  filed  thereunder  with the Securities and Exchange
Commission  during  the  preceding  twelve  months.

          ee.     Information  Concerning  NYHC.  The  SEC Documents contain all
                  -----------------------------
material information relating to NYHC and its operations and financial condition
as  of  their  respective  dates  which  information is required to be disclosed
therein.  The  SEC  Documents  do not contain any untrue statement of a material
fact  or  omit  to state a material fact in light of the circumstances when made
required  to  be  stated therein or necessary to make the statements therein not
misleading.

          ff.     Listing.  NYHC's common stock is quoted and listed for trading
                  -------
on  the  NASDAQ SmallCap Market ("SmallCap").  NYHC has not received any oral or
written  notice from NASDAQ that its common stock will be delisted from SmallCap
or  that the common stock does not meet all requirements for the continuation of
such  listing.

          gg.     Information  on  Bio  Balance.  NYHC  has  been furnished with
                  -----------------------------
information  concerning operations, financial condition and other matters of Bio
Balance  as  NYHC  has  requested.  NYHC  has  considered all factors NYHC deems
material  in  deciding on the advisability of purchasing the Bio Balance Shares.
NYHC,  with its representatives, has such knowledge and experience in financial,
tax  and other business matters as to enable NYHC to make an informed investment
decision  with  respect  to  the  Exchange.

          hh.     Intent.  NYHC  is  entering  into  this  Agreement for its own
                  ------
account.  NYHC  has  no  present arrangement (whether or not legally binding) at
any  time  to  sell  the  Bio Balance Shares to or through any person or entity.

          ii.     Compliance  with  Securities Act.  NYHC understands and agrees
                  --------------------------------
that  the  Bio  Balance  Shares  have not been registered under the 1933 Act, by
reason  of  their  exchange  in a transaction that does not require registration
under  the  1933  Act  (based in part on the accuracy of the representations and
warranties  of  NYHC  contained herein), and that the Bio Balance Shares must be
held  unless  a  subsequent  disposition  is registered under the 1933 Act or is
exempt  from  such  registration.


                                       21
<PAGE>
          jj.     Accuracy  of  Information  Furnished.  NYHC represents that no
                  ------------------------------------
statement  made  by  NYHC  set  forth herein or in the exhibits or the schedules
hereto,  and  no  statement  set forth in any certificate or other instrument or
document  required to be delivered by or on behalf of NYHC pursuant hereto or in
connection  with  the  Exchange,  contained, contains or will contain any untrue
statement  of  a  material  fact,  or  omits,  omitted or will omit to state any
material  fact  which  is  necessary  to make the statements contained herein or
therein,  in  light  of  the  circumstances  under  which  they  were  made, not
misleading.

     4.3.     REPRESENTATIONS  AND  WARRANTIES  OF  BIO  BALANCE  SHAREHOLDERS.

          a.     Title to Shares.  Each Bio Balance Shareholder by tendering the
                 ---------------
Bio  Balance Shares for exchange will be deemed to represent and warrant that he
is  the  legal  and beneficial owner of the number of shares of Company Stock as
set  forth  in  Schedule A hereto and that such Bio Balance Shares owned by such
Bio  Balance  Shareholder  fully  paid,  non-assessable  and  are  owned free of
preemptive  rights  and  free  and  clear  of any and all adverse claims, liens,
mortgages,  charges,  security interests, encumbrances and other restrictions or
limitations  of  any  kind  whatsoever.

                                    ARTICLE 5

                                   CONDITIONS

     5.1     CONDITIONS  TO  OBLIGATIONS  OF  NYHC.  The  obligation  of NYHC to
consummate  the  transactions  described  in  this  Agreement  is subject to the
fulfillment of each of the following conditions, which may be waived in whole or
in  part  by  NYHC  to  the  extent  permitted  by  applicable  law:

          a.     No  Material Adverse Change.  No material adverse change in the
                 ---------------------------
business,  assets,  operations,  earnings,  prospects or condition (financial or
otherwise)  of  Bio  Balance,  and no event which would materially and adversely
affect  the  business,  assets,  operations,  earnings,  prospects  or condition
(financial  or  otherwise)  of Bio Balance shall have occurred since the date of
the  Financial  Statements  provided  by Bio Balance pursuant to Section 4.1(d).

          b.     Copies  of  Resolutions.  Bio Balance shall have furnished NYHC
                 -----------------------
with  certified  copies of resolutions duly adopted by the board of directors of
each  of  Bio Balance authorizing the execution, delivery and performance of the
terms  of  this  Agreement and all other necessary or proper corporate action to
enable  Bio  Balance  to  comply  with  the  terms  of  this  Agreement.

          c.     Certificates  of  Good  Standing.  At  the Closing, Bio Balance
                 --------------------------------
shall have furnished NYHC with certified copies of certificates of good standing
of  Bio  Balance dated not more than five (5) business days prior to the Closing
Date.

          d.     Opinion  of  Bio Balance's Counsel.   An opinion of counsel for
                 -----------------------------------
Bio  Balance  that:  (i) the Bio Balance Shares constitute all of the issued and
outstanding  equity  securities  in  Bio  Balance  and  are  fully  paid  and
nonassessable;  (ii)  Bio  Balance  is  a  corporation  duly  organized, validly
existing and in good standing under the laws of the State of Delaware, with full


                                       22
<PAGE>
corporate  power  and authority to own its properties and engage in its business
as  presently  conducted  or  contemplated,  and  is  duly qualified and in good
standing  as  a foreign corporation under the laws of each other jurisdiction in
which it conducts business except where the failure to be so qualified would not
have  a material adverse effect on the financial condition of Bio Balance; (iii)
neither the execution and delivery of this Agreement nor the consummation of any
or  all  of  the  transactions  contemplated  by  this  Agreement  breaches  or
constitutes  a  default  under  any  agreement or commitment known to counsel to
which  Bio  Balance  is  a  party,  or violates any provision of the Articles of
Incorporation  or  Bylaws  of  Bio  Balance,  or  causes the acceleration of the
maturity  of  any debt or obligation of Bio Balance that is known to counsel, or
violates  any statute, law, regulation or rule, or any judgment, decree or order
of  any court or other governmental or quasi-governmental body; and (iv) counsel
knows  of  no  litigation pending or threatened which would adversely affect Bio
Balance  or  the  transactions  contemplated  by  this  Agreement.

          e.     Accuracy  of  Representations  and  Warranties.  Each  of  the
                 ----------------------------------------------
representations  and  warranties of Bio Balance and the Bio Balance Shareholders
set  forth  in  this Agreement shall have been true, correct and complete in all
material  respects when made and shall also be true, correct and complete in all
material  respects at and as of the Closing Date, with the same force and effect
as  if  made  at  and  as  of  the Closing Date. Bio Balance and the Bio Balance
Shareholders shall have performed and complied in all material respects with all
agreements  and  covenants  required  by  this  Agreement to be performed by Bio
Balance  and  the  Bio  Balance  Shareholders  at  or prior to the Closing Date.

          f.     Delivery  of  Officers'  Certificates.  Bio  Balance shall have
                 -------------------------------------
delivered  to NYHC certificates, dated as of the Closing Date, and signed by the
President  of  Bio  Balance  representing and affirming on behalf of Bio Balance
that: (i) the representations and warranties made by Bio Balance as set forth in
Section  4.1 of this Agreement and referred to in Subsection 5.1e above were and
are  true,  correct  and  complete  as required by Subsection 5.1e above and the
conditions  set forth in this Section 5.1 have been satisfied. Bio Balance shall
also  have  delivered  certificates  signed by its Secretary with respect to the
authority  and incumbency of the officers of Bio Balance officers executing this
Agreement  and  any documents required to be executed or delivered in connection
therewith.

          g.     Delivery of Stock Certificates. At the Closing, the Bio Balance
                 ------------------------------
Shareholders  shall  have  delivered  to NYHC certificates representing not less
than  90%  of the Bio Balance Shares  and 100% of the Options, outstanding as of
the  Closing  Date,  which  certificates  shall be properly endorsed in blank or
shall  be  accompanied  by  a  properly  executed  stock  power.

          h.     Consents  and  Waivers.  Any  and  all  necessary  consents,
                 ----------------------
authorizations,  orders  or  approvals  described in Subsection 4.1o above shall
have  been  obtained,  except  as  the  same  shall  have  been  waived by NYHC.

          i.     Litigation.  There  shall  be  no effective injunction, writ or
                 ----------
preliminary  restraining  order or any order of any kind whatsoever with respect
to Bio Balance or the Bio Balance Shareholders issued by a court or governmental
agency (or other governmental or regulatory authority) of competent jurisdiction
restraining  or  prohibiting  the  consummation of the transactions described in
this  Agreement  or making consummation thereof unduly burdensome to Bio Balance
or  the  Bio  Balance  Shareholders.  As  of  the Closing Date, no proceeding or


                                       23
<PAGE>
lawsuit  shall  have  been  commenced, be pending or have been threatened by any
governmental  or regulatory agency or authority or any other person with respect
to  the  transactions  described  in  this  Agreement.

          j.     Delivery  of Documents and Other Information. Bio Balance shall
                 --------------------------------------------
have  delivered  to  NYHC  all of the agreements, contracts, documents and other
instruments  required  to  be  delivered  pursuant  to  the  provisions  of this
Agreement.

          k.     Percentage  Ownership of NYHC.  On the date of the Exchange, no
                 ------------------------------
Bio  Balance  Shareholder  or  affiliated group of Bio Balance Shareholders will
own,  of  record  or  beneficially,  10%  or  more of the NYHC Shares on a fully
diluted  basis  (assuming  the  exercise  of  all  Bio  Balance  Options).

     5.2     CONDITIONS  TO  OBLIGATIONS  OF  BIO  BALANCE  AND  THE BIO BALANCE
SHAREHOLDERS. The obligations of Bio Balance and the Bio Balance Shareholders to
consummate  the  transactions  described  in  this  Agreement are subject to the
fulfillment of each of the following conditions, which may be waived in whole or
in  part  by  Bio  Balance  and/or  the  Bio  Balance Shareholders to the extent
permitted  by  law:

          a.     Copies  of  Resolutions.  NYHC  shall  have  furnished  the Bio
                 -----------------------
Balance  Shareholders  with  certified copies of resolutions duly adopted by the
board  of  directors of NYHC authorizing the execution, delivery and performance
of  the  terms  of  this  Agreement  and all other necessary or proper corporate
action  to  enable  NYHC  to  comply  with  the  terms  of  this  Agreement.

          b.     Certificates  of  Good  Standing. NYHC shall have furnished the
                 --------------------------------
Bio  Balance Shareholders with certified copies of certificates of good standing
of  NYHC  dated  not  more than five (5) business day prior to the Closing Date.

          c.     Opinion  of  NYHC's  Counsel.  NYHC shall have furnished to Bio
                 ----------------------------
Balance,  with  an opinion of Scheichet & Davis, P.C., counsel to NYHC and other
counsel  to  NYHC  with  respect to health care matters, dated as of the Closing
Date,  that:  (i)  NYHC is a corporation duly organized, validly existing and in
good standing under the laws of the State of New York, with full corporate power
and  authority  to  own  its  properties and engage in its business as presently
conducted  or  contemplated,  and  is  duly qualified and in good standing  as a
foreign  corporation  under  the  laws  of  each other  jurisdiction in which it
conducts business except where the  failure  to be so  qualified  would not have
a  material adverse effect on the financial  condition of NYHC; (ii) neither the
execution  and  delivery of this Agreement nor the consummation of any or all of
the  transactions  contemplated  by  this  Agreement  breaches  or constitutes a
default  under  any  agreement or commitment known to counsel to which NYHC is a
party, or violates any  provision  of the  Articles of Incorporation  or  Bylaws
of  NYHC,  or  causes the acceleration of the maturity of any debt or obligation
of  NYHC that is known to counsel,  or violates any statute,  law, regulation or
rule,  or  any  judgment,  decree or order of any court or other governmental or
quasi-governmental  body;  (iii)  counsel  knows  of  no  litigation  pending or
threatened which would adversely affect NYHC or the transactions contemplated by
this  Agreement;  (iv)  consummation  of  the  transactions contemplated by this
Agreement  required  no  action by or in respect of, or filing with any New York
health  care  agency  including  the New York Department of Health, that has not
been  made  and consent obtained; (v) the Shareholder Consent has been obtained;
(vi)  the  Securities  Compliance  has been obtained; (vii) the Exchange Shares,


                                       24
<PAGE>
when  issued in compliance with this Agreement, will be duly authorized, validly
issued,  fully  paid, and non-assessable and free of preemptive rights set forth
in  the  Articles,  Bylaws  and  any  agreement  filed  as an exhibit to the SEC
Documents,  and may be restricted from transfer but only to the extent set forth
in  this  Agreement;  and  (viii)  in  connection  with  the registration of the
Exchange  Shares,  counsel advised NYHC as to the requirements of the Securities
Act and the applicable Rules and Regulations and rendered other legal advice and
assistance  in  the  course of preparation of the S-4 Registration Statement and
Prospectus,  including  review  and  discussion of the contents thereof.  On the
basis  of the information that was developed in the course of the performance of
such  services  considered  in  the  light  of  counsel's  understanding  of the
Securities  Act,  including the requirements of Forms S-4, counsel had no reason
to  believe  that  (a)  the S-4 Registration Statement (other than the financial
statements  and  related  statements  and  schedules)  as  of its Effective Date
contained  any  untrue  statement  of  a  material  fact or omitted to state any
material  fact  required  to be stated therein or necessary in order to make the
statements  therein  not  misleading,  or  (b)  the  Prospectus  (other than the
financial  statements  and related statements and schedules) as of the Effective
Date  of  the  S-4  Registration  Statement  contained any untrue statement of a
material  fact  or  omitted  to  state  any  material fact required to be stated
therein  or  necessary  in order to make the statements therein, in light of the
circumstances  under  which they were made, not misleading.  Counsel will not be
required to assume any responsibility for the accuracy, completeness or fairness
of the statements contained in the S-4 Registration Statement or the Prospectus.

          d.     Accuracy  of  Representations  and  Warranties.  Each  of  the
                 ----------------------------------------------
representations  and  warranties  of NYHC set forth in this Agreement shall have
been  true,  correct  and  complete in all material respects when made and shall
also  be  true,  correct  and complete in all material respects at and as of the
Closing Date, with the same force and effect as if made at and as of the Closing
Date.  NYHC  shall have performed and complied with in all material respects all
agreements  and  covenants required by this Agreement to be performed by NYHC at
or  prior  to  the  Closing  Date.

          e.     Delivery  of  Officers' Certificates. NYHC shall have delivered
                 ------------------------------------
to  Bio  Balance  and  Bio Balance Shareholders, certificates, dated the Closing
Date  and signed by the Chief Executive Officer of NYHC, affirming that: (i) the
representations  and  warranties  of  NYHC  as  set forth in Section 4.2 of this
Agreement  and  referred  to in Subsection 5.2d above were and are true, correct
and  complete  as required by Subsection 5.2d above; and (ii) the conditions set
forth  in this Section 5.2 have been satisfied. NYHC shall also have delivered a
certificate  signed  by  the Secretary of NYHC with respect to the authority and
incumbency  of  the  officers  of NYHC officers executing this Agreement and any
documents  required  to  be  executed  or  delivered  in  connection  therewith

          f.     Stock  Certificates. At the Closing, NYHC shall have issued and
                 -------------------
delivered  to  the  Bio  Balance Shareholders certificates representing the NYHC
Shares,  which  certificates  shall be in the name of the respective Bio Balance
Shareholders,  as  set  forth  on  Schedule  A  hereto.

          g.     Consents  and  Waivers.  Any  and  all  necessary  consents,
                 ----------------------
authorizations,  orders  or  approvals  described in Subsection 4.2o above shall
have  been  obtained,  except  as the same shall have been waived by Bio Balance
and/or  the  Bio  Balance  Shareholders.


                                       25
<PAGE>
          h.     Shareholder  Consent.  The  Shareholder Consent shall have been
                 --------------------
obtained  and  a  certified  copy of such component NYHC Shareholder resolutions
shall  have  been  delivered.

          i.     Securities  Compliance.  The  Securities  Compliance shall have
                 ----------------------
been  accomplished.

          j.     S-4.  The  S-4  Registration  Statement  shall  have  become
                 ---
effective  under  the  Securities  Act  and  no  stop  order  suspending  the
effectiveness  of  the  S-4  Registration Statement or injunction preventing the
issuance  and  free trading of the Exchange Shares shall have been issued and no
proceedings  for such purpose shall have been initiated or threatened by the SEC
or  any  other  entity.

          k.     Lockup.  The  NYHC  common  shares  subject  to  the  lock-up
                 ------
described in Section 3.5a shall have been imprinted with the legend described in
Section  3.5c.

          l.     Litigation.  There  shall  be  no effective injunction, writ or
                 ----------
preliminary  restraining  order or any order of any kind whatsoever with respect
to  NYHC  issued  by  a  court  or governmental agency (or other governmental or
regulatory  authority)  of competent jurisdiction restraining or prohibiting the
consummation  of  the  transactions  described  in  this Agreement or making the
consummation  thereof  unduly  burdensome  to  NYHC.  As of the Closing Date, no
proceeding  or  lawsuit  shall  have  been  commenced,  be  pending or have been
threatened or by any governmental or regulatory agency or authority or any other
person  with  respect  to  the  transactions  described  in  this  Agreement.

     5.3     POST-CLOSING  COVENANTS  AND  AGREEMENTS.    On  the  day  of  the
Exchange  and subsequent thereto, NYHC and Bio Balance hereby covenant and agree
as  follows:

          a.     Heller  Health  Care Finance Line of Credit.  The Heller Health
                 -------------------------------------------
Care  Finance  line of credit and any replacement line of credit of NYHC will be
drawn  upon  only  for  the  financing of the NYHC home health care business and
shall  not  be  drawn upon for disbursement with respect to the financing of the
business  of  Bio  Balance.

          b.     Private  Placement  Proceeds.  The  proceeds  of  the  Private
                 ----------------------------
Placement  will be employed exclusively to pay expenses of the Private Placement
and  for  use  by  Bio  Balance  in  furtherance  of  its  business.

          c.     Short  Form  Merger.   If  less  than  100%  of the Bio Balance
                 -------------------
shareholders  submit their Bio Balance Shares and Options for exchange into NYHC
Shares  and  Options within 30 days after the closing of the Exchange, NYHC will
form  a  wholly-owned  subsidiary corporation ("Newco") pursuant to the Delaware
General  Corporation  Law  capitalized  with  all  of the Bio Balance Shares and
Options  which  NYHC  received  in the Exchange for NYHC Shares and Options, and
Newco  will  then promptly perform all actions required for it to merge with Bio
Balance  pursuant  to  Sections  253 and 262 of the Delaware General Corporation
Law,  unless  then  NYHC  Board  of  Directors  as constituted immediately after
Closing,  adopts  a  resolution  barring  such action within such 30-day period.


                                       26
<PAGE>
          d.     SmallCap  Listing.  Bio Balance will take all action reasonably
                 -----------------
necessary  on  its  part to preserve the NYHC SmallCap listing, and will refrain
from  taking  any  action  which  may  jeopardize  the  NYHC  SmallCap  listing.

          e.     No  Commingling  of  Accounts.  Bio Balance and NYHC shall each
                 -----------------------------
maintain  separate  banking and other financing accounts and shall not commingle
their  respective  funds  or  accounts.

          f.     Expense  Reimbursement.  Bio  Balance  will  promptly reimburse
                 ----------------------
NYHC  for  all  additional  expenses of NYHHC (i) arising after the Closing as a
result  of  its  acquisition  of  Bio Balance and the status of Bio Balance as a
subsidiary  of  NYHC  or merged entity pursuant to Section 5.3(c), (ii) transfer
agent  costs  in  connection  with  the preparation and distribution of the NYHC
Shares,  and  (iii)  listing of the NYHC Shares on the SmallCap and Boston Stock
Exchange.

                                    ARTICLE 6

                                 INDEMNIFICATION

     6.1     INDEMNIFICATION BY BIO BALANCE.  Bio Balance agrees to indemnify in
respect  of,  and  hold  NYHC  harmless  against,  any  and all damages, claims,
deficiencies,  losses,  and  expenses  (including, without limitation, legal and
investigatory  and  other  fees  in  attempting  to  avoid the same or defending
against the same) (collectively "Damages") resulting from any misrepresentation,
breach  of  warranty,  or  non-fulfillment or failure to perform any covenant or
agreement  on  the  part  of  Bio Balance made as a part of or contained in this
Agreement  or  in  any  certificate  executed  and  delivered  pursuant  to this
Agreement  or  in  connection  with  the  transactions  contemplated  hereby.

     6.2     INDEMNIFICATION  BY  NYHC.  NYHC agrees to indemnify in respect of,
and  hold Bio Balance and Bio Balance Shareholders harmless against, any and all
damages,  claims,  deficiencies,  losses,  and  expenses  (including,  without
limitation,  legal  and  investigatory and other fees in attempting to avoid the
same  or defending against the same) (collectively "Damages") resulting from any
misrepresentation,  breach of warranty, or non-fulfillment or failure to perform
any  covenant or agreement on the part of NYHC made as a part of or contained in
this  Agreement  or  in  any certificate executed and delivered pursuant to this
Agreement  or in connection with the transactions contemplated hereby.  Provided
NYHC  timely  complies  with  its  obligations  described in Section 3.1, NYHC's
indemnification  shall  not  apply to a failure to obtain the NASDAQ Approval if
the  failure to obtain that NASDAQ Approval is result of the Exchange or because
NYHC is required to apply for a SmallCap listing based on NASDAQ's "new listing"
requirements,  or  a  delisting  from the SmallCap due to matters not within the
control  of  NYHC.

     6.3     INDEMNIFYING PARTIES.  The party claiming indemnification hereunder
is hereinafter referred to as the "Indemnified Party" and the party against whom
such  claims  are  asserted  hereunder  is  hereinafter  referred  to  as  the
"Indemnifying  Party."

     6.4     LIMITATION  OF  LIABILITY.  Neither  party  shall  be liable to the
other  party to this Agreement except to the extent that the aggregate amount of
Damages  for which they would otherwise (but for this provision) be liable under
this Section, net of any insurance payments, exceeds in the aggregate the sum of


                                       27
<PAGE>
twenty-five  thousand  dollars  ($25,000)  and  then  only to the extent of such
excess.

     6.5     OTHER RIGHTS AND REMEDIES NOT AFFECTED.  The indemnification rights
of  the  parties  under  this Section are independent of and in addition to such
rights and remedies as the parties may have at law or in equity or otherwise for
any misrepresentation, breach of warranty or failure to fulfill any agreement or
covenant  hereunder  on  the  part of any party including without limitation the
right  to  seek  specific  performance, rescission or restitution, none of which
rights  or  remedies  shall  be  affected  or  diminished  hereby.

                                    ARTICLE 7

              TERMINATION AND REMEDIES FOR BREACH OF THIS AGREEMENT

     7.1     TERMINATION  BY  MUTUAL AGREEMENT. This Agreement may be terminated
at  any  time  prior to the Closing by consent of Bio Balance and NYHC, provided
that  such  consent  to terminate is in writing and is signed by Bio Balance and
NYHC.

     7.2     TERMINATION  FOR FAILURE TO CLOSE. This Agreement may be terminated
by any of the parties hereto if the Closing shall not have occurred by April 29,
2002,  provided  that,  the  right  to terminate this Agreement pursuant to this
section  shall not be available to any party whose failure to fulfill any of its
obligations  hereunder  has  been  the  cause  of  or resulted in the failure to
consummate  the  Exchange  by  the  foregoing  date.

     7.3     TERMINATION  BY  OPERATION OF LAW. This Agreement may be terminated
by  any  of  the  parties hereto if, in the reasonable opinion of counsel to the
respective  parties  hereto, there shall be any statute, rule or regulation that
renders consummation of the Exchange illegal or otherwise prohibited, or a court
of  competent  jurisdiction  or any government (or governmental authority) shall
have  issued  an  order,  decree  or  ruling,  or  has  taken  any  other action
restraining,  enjoining  or  otherwise  prohibiting  the  consummation  of  such
transactions  and  such  order, decree, ruling or other action shall have become
final  and  nonappealable.

     7.4     EFFECT  OF  TERMINATION  OR  DEFAULT;  REMEDIES.  In  the  event of
termination of this Agreement as set forth above, this Agreement shall forthwith
become  void  and  there shall be no liability on the part of any Non-Defaulting
Party  (as  defined below). The foregoing shall not relieve any Defaulting Party
from  liability for damages actually incurred as a result of such party's breach
of  any  term  or  provision  of  this  Agreement.

     7.5     REMEDIES;  SPECIFIC  PERFORMANCE. In the event that any party shall
fail  or refuse to consummate the Exchange (except pursuant to Sections 7.1, 7.2
or 7.3 above) or if any default under or breach of any representation, warranty,
covenant  or  condition  of  this  Agreement  on  the  part  of  any  party (the
"Defaulting  Party")  shall  have  occurred  that  results  in  the  failure  to
consummate the Exchange, then in addition to the other remedies provided herein,
the  non-defaulting party (the "Non-Defaulting Party") shall be entitled to seek
and  obtain money damages from the Defaulting Party and/or may seek to obtain an
order  of  temporary  or  permanent  injunctive  relief  or specific performance
thereof  against  the  Defaulting  Party from a court of competent jurisdiction,
provided  that,  the  Non-Defaulting  party  seeking  any  injunctive  relief or
specific  performance  such  protection  must  file  its request with such court
within  forty-five  (45)  days  after it becomes aware of the Defaulting Party's


                                       28
<PAGE>
failure, refusal, default or breach and further provided, that in no event shall
a  Defaulting  Party be liable for special, incidental or consequential damages.
In  addition,  the  Non-Defaulting  Party  shall  be entitled to obtain from the
Defaulting  Party  court  costs,  disbursements  and attorneys' fees incurred in
connection  with  or  in  pursuit  of enforcing the rights and remedies provided
hereunder.

                                    ARTICLE 8

                                  MISCELLANEOUS

     8.1     FEES AND EXPENSES. Except as otherwise described herein, each party
hereto  shall  pay its own expenses incident to negotiation, execution, delivery
and  performance  of  the  terms  of  this Agreement and the consummation of the
Exchange.

     8.2     MODIFICATION,  AMENDMENTS AND WAIVER. The parties hereto may amend,
modify  or otherwise waive any provision of this Agreement by unanimous consent,
provided  that  such  consent  and  any  amendment, modification or waiver is in
writing  and  is  signed  by  each  of  the  parties  hereto.

     8.3     INSPECTION  OF  PROPERTIES  AND  BOOKS.  Bio  Balance  shall,  at
reasonable  times  acceptable  to NYHC and Bio Balance, assist any individual or
individuals  designated by NYHC with reasonable prior notice to visit or inspect
any  property  of  Bio  Balance with respect to its business, including books of
accounts and records with respect to the business, to make extracts or copies of
such  books and records and to discuss the affairs, finances and accounts of Bio
Balance  with  its officers, and shall use its best efforts to obtain access for
NYHC  to  accountants' work papers.  NYHC agrees to treat all such material (the
"Evaluation  Material")  confidentially,  and  shall not disclose any Evaluation
Material  or any information contained therein to any party, except as otherwise
set  forth  herein;  provided,  however, that NYHC is authorized to disclose the
Evaluation  Material  to  its  investment  bankers, financial advisors and legal
counsel.  NYHC  shall instruct its investment bankers, financial advisors, legal
counsel,  officers,  directors,  employees,  agents  or  representatives  of the
confidential  nature  of  the  Evaluation  Material and shall be responsible for
insuring  that  the  Evaluation  Material  is kept confidential by such persons.

     8.4     ASSIGNMENT.  Neither  NYHC,  Bio  Balance,  nor  the  Bio  Balance
Shareholders  shall have the authority to assign its rights or obligations under
this  Agreement  without  the prior written consent of the other parties hereto.

     8.5     BURDEN  AND  BENEFIT.  This Agreement shall be binding upon and, to
the  extent  permitted  in  this  Agreement,  shall  inure to the benefit of the
parties  and their respective successors and assigns.  In the event of a default
by  Bio  Balance of its respective obligations hereunder, the sole and exclusive
recourse  and  remedy  of  NYHC  shall  be  against  Bio Balance, and any of Bio
Balance's  assets;  under  no circumstances shall any officer or director of Bio
Balance be liable in law or equity for any obligations of Bio Balance hereunder.
In  the event of a default by NYHC of any of its obligations hereunder, the sole
and  exclusive  recourse  and  remedy  of  the  Bio Balance Shareholders and Bio
Balance  shall  be against NYHC and its assets; under no circumstances shall any
officer,  director,  stockholder or affiliate of NYHC be liable in law or equity
for  any  obligations  of  NYHC  hereunder.


                                       29
<PAGE>
     8.6     BROKERS.  Bio  Balance  represents  and warrants to NYHC that there
are  no  brokers  or  finders entitled to any brokerage or finder's fee or other
commission  or  fee based upon arrangements made by or on behalf of Bio Balance,
or  any  Bio  Balance  Shareholder  or  any other person in connection with this
Agreement.  NYHC  represents  and  warrants  to  Bio Balance and the Bio Balance
Shareholders  that  no broker or finder is entitled to any brokerage or finder's
fee  or  other commission or fee based upon arrangements made by or on behalf of
NYHC  in  connection  with  this  Agreement.

     8.7     ENTIRE  AGREEMENT. This Agreement and the exhibits, lists and other
documents  referred  to  herein  contain  the entire agreement among the parties
hereto  with  respect  to  the  Exchange and supersede all prior agreements with
respect  thereto,  whether  written  or  oral.

     8.8     GOVERNING LAW. This Agreement shall be governed by and construed in
accordance  with  the laws of the State of New York, without regard, however, to
such  jurisdiction's  principles  of  conflicts  of  laws.

     8.9     NOTICES.  Any  notice, request, instruction or other document to be
given  hereunder  by  any  party  hereto  shall  be  in  writing  and  delivered
personally,  by facsimile transmission or telex, or sent by commercial overnight
delivery  service  or  registered  or certified mail (return receipt requested),
postage  prepaid,  addressed  as  follows:

             If to Bio Balance or
             The Bio Balance
             Shareholders:              The Bio Balance Corp.
                                        40 Fulton Street, 7th Floor
                                        New York, New York 10038
                                        Attn: Yitz Grossman, President
                                        Facsimile: (212) 964-4630

             with a copy to:            Grushko & Mittman, P.C.
                                        551 Fifth Avenue, Suite 1601
                                        New York, New York 10176
                                        Attn: Edward M. Grushko, Esq.
                                        Facsimile: (212) 697-3575

             If to NYHC:                New York Health Care, Inc.
                                        1850 McDonald Avenue
                                        Brooklyn, New York 11223
                                        Facsimile: (718) 375-4007

             with a copy to:            Scheichet & Davis, P.C.
                                        800 Third Avenue - 29th Floor
                                        New York, New York 10022
                                        Facsimile: (212) 371-7634
                                        Attn: William Davis, Esq.


or  to  such  other  persons or addresses as may be designated in writing by the
party  to  receive  such  notice. If sent as aforesaid, the date any such notice


                                       30
<PAGE>
shall  be  deemed  to  have  been  delivered  on  the  date of transmission of a
facsimile, the day after delivery to a commercial overnight delivery service, or
five  (5)  days  after  delivery  into  a  United  States  Post  Office.

     8.10     COUNTERPARTS.  This  Agreement  may be executed in two (2) or more
counterparts, each of which shall be an original or a facsimile copy, but all of
which  shall  constitute  but  one  agreement.

     8.11     RIGHTS  CUMULATIVE.  All  rights,  powers and privileges conferred
hereunder  upon  the parties, unless otherwise provided, shall be cumulative and
shall  not  be  restricted  to those given by law. Failure to exercise any power
given any party hereunder or to insist upon strict compliance by any other party
shall  not  constitute  a waiver of any party's right to demand exact compliance
with  any  of  the  terms  or  provisions  hereof.

     8.12     SEVERABILITY OF PROVISIONS. The provisions of this Agreement shall
be  considered  severable in the event that any of such provisions are held by a
court  of competent jurisdiction to be invalid, void or otherwise unenforceable.
Such  invalid, void or otherwise unenforceable provisions shall be automatically
replaced  by  other  provisions which are valid and enforceable and which are as
similar as possible in term and intent to those provisions deemed to be invalid,
void  or  otherwise  unenforceable. Notwithstanding the foregoing, the remaining
provisions  hereof  shall  remain enforceable to the fullest extent permitted by
law.

     8.13     HEADINGS.  The  headings set forth in the articles and sections of
this  Agreement  and  in  the  exhibits  and the schedules to this Agreement are
inserted for convenience of reference only and shall not be deemed to constitute
a  part  hereof.

     8.14     KNOWLEDGE  STANDARD.  When  used in this Agreement, the phrase "to
the  best  knowledge  of, " "knowledge of, " "known to" or similar phrases shall
mean  the  actual  knowledge  of:  (i)  with  respect  to NYHC, the officers and
directors  of NYHC; (ii) with respect to Bio Balance, the officers and directors
of  Bio  Balance;  and  (iii)  the  Bio  Balance  Shareholders.

     8.15     JOINT PREPARATION.  This Agreement was jointly  prepared  by  NYHC
and Bio Balance, and is not to be construed against any party hereto. Should any
provision of this Agreement be found to be illegal or unenforceable by any court
of  competent  jurisdiction  and  cannot  be  modified  to  be enforceable, such
provision  shall  immediately become null and void leaving the remainder of this
Agreement  in  effect.

     8.16     FORCE  MAJURE.  In  the  event  either  party  is  prevented  from
performing under this Agreement due to weather, strikes, labor disputes, natural
disasters  or  acts of G-d, or similar occurrences which are beyond such party's
control,  such  party's performance shall be suspended for the time equal to the
delay  caused  by  such  events.


                                       31
<PAGE>
     IN  WITNESS WHEREOF, the parties have executed this Agreement as of the day
and  year  first  above  written.


                              THE  BIO  BALANCE  CORP.


                              By:   /s/  Yitz  Grossman
                                 ----------------------

                              Its:  President  and  Director
                                  --------------------------


                              NEW  YORK  HEALTH  CARE,  INC.


                              By:  /s/  Jerry  Braun
                                 -------------------

                              Its:  President  and  CEO
                                  ---------------------


                                       32
<PAGE>
                                  SCHEDULE 1.2


     After the date of the Agreement, Bio Balance may enter into agreements with
employees,  and  advisory  board  members.   Up  to  ten  of such advisory board
members  in  the  aggregate  may  be  granted the right to purchase up to 10,000
shares of Bio Balance common stock at a per share purchase price of $1.50.  Such
right  will  be  exercisable for two years after the issue date.  From and after
the  Closing,  the  right to purchase Bio Balance common stock will be exchanged
for  the  right  to  purchase  NYHC Shares on a one for one basis with all other
terms  being  substantially  the  same.



                                       33
<PAGE>
                                  SCHEDULE 3.4

                                PRIVATE PLACEMENT


Maximum:                      3,000,000  Common  Shares

Minimum  Sales  Price:        Not  less  than  $2.00  per  share

Underwriting Compensation:    Ten  percent (10%) commissions, three percent (3%)
                              non-accountable  expense  allowance and one common
                              stock  purchase  warrant for each ten shares sold.
                              The Underwriters warrants will be exercisable at a
                              price  not less than the price at which the Common
                              Shares  are sold to investors, until 5 years after
                              the  closing  date  of the Private Placement, with
                              customary  demand  and  piggyback  registration
                              rights.

Closing  Date:                Prior  to  Closing  of  Exchange.


                                       34
<PAGE>
                                  SCHEDULE 3.5A

                                   NYHC LOCKUP


     1,501,985  NYHC Common Shares owned by Jerry Braun and Jacob Rosenberg will
be  restricted  from  sale,  transfer  or hypothecation until 120 days after the
effective  date  of the S-4 Registration Statement referred to in Section 3.3 of
the  Agreement,  provided  all  such  Shares owned and transferred by them which
Share  are subject to the irrevocable proxies described in Section 3.2(c) remain
subject  to  the  irrevocable proxies through the Closing Date or termination of
this  Agreement.  Thereafter,  for  so long as each such holder is a director of
NYHC  each  calendar month, each such holder may convey not more than 10% of the
NYHC  Common  Shares  owned  by  him  on  the  date  of  Closing.

     Each  such  holder  may transfer NYHC Common Shares owned by them as of the
date  of  this Agreement to family trusts and registered charities provided such
transferred  NYHC Common Shares remain subject to restriction from further sale,
transfer  or  hypothecation  until  120 days after the effective date of the S-4
Registration Statement referred to in Section 3.3 of the Agreement.  Thereafter,
for  so long as each such holder is a director of NYHC each calendar month, each
such  transferee may convey not more than 10% of the NYHC Common Shares received
by  the  transferee.  The  foregoing  notwithstanding,  registered charities who
receive  NYHC  Common  Shares  may  sell up to 1,000 NYHC Shares per trading day
commencing  on  the  Closing  and  until  120  days  thereafter.


                                       35
<PAGE>
                                  SCHEDULE 3.5B

                               BIO BALANCE LOCKUP


     The  NYHC  Shares  issuable  upon Exchange for 9,006,625 Bio Balance common
shares  issued  in  Bio  Balance's  private  placement  described  in  a Private
Placement  Memorandum dated June 1, 2001 shall be restricted from sale, transfer
or  hypothecation  until  the  sooner  of  June  27, 2003, or one year after the
effective  date  of the S-4 Registration Statement referred to in Section 3.3 of
the  Agreement,  in  which  such  NYHC  Shares  are  registered.

     The  NYHC  Shares  issuable  upon  Exchange  for 400,000 Bio Balance common
shares  issued  in  Bio  Balance's  private  placement  described  in  a Private
Placement Memorandum dated July 16, 2001 shall be restricted from sale, transfer
or  hypothecation  until  the  sooner  of August 10, 2003, or one year after the
effective  date  of the S-4 Registration Statement referred to in Section 3.3 of
the  Agreement,  in  which  such  NYHC  Shares  are  registered.

     The  NYHC  Shares  issuable  upon  Exchange  for 990,000 Bio Balance common
shares issued to Danron Ltd., Uprising Investments Ltd., and Kimmey Trading Ltd.
will be restricted from sale, transfer or hypothecation until 120 days after the
Closing.  Thereafter  between  the 120th and 150th days after Closing, up to 10%
of  the aforedescribed NYHC Shares received by each of them may be conveyed; and
thereafter 7% of the aforedescribed NYHC Shares received by them may be conveyed
each  calendar  month.

     The  NYHC  Shares  issuable  upon exchange for 7,000,000 Bio Balance common
shares  outstanding  prior  to  August  31,  2001  will be restricted from sale,
transfer,  or  hypothecation  until 180 days after the effective date of the S-4
Registration Statement referred to in Section 3.3 of the Agreement in which such
NYHC  Shares  are  registered.

     After  the Closing, NYHC may release from the terms of the Lockup described
above,  any  of  the above described NYHC Shares provided one of the NYHC Common
Shares  described  on Schedule 3.5(a) are also released from the terms of Lockup
for  each  two NYHC Shares received upon Exchange that are released from lockup.
Such  release  shall be proportionate among NYHC shareholders who are subject to
lockup.


                                       36
<PAGE>
                                  SCHEDULE 4.1N

Schedule  of  documents  related  to  the  acquisition of E-coli based probiotic
technology  by  The  Bio  Balance  Corp.

1.  Asset  Purchase Agreement - July 31, 2001 by and among Danron Ltd., Uprising
Investments  Ltd.,  Kimmey  Trading  Ltd.  and  The  Bio  Balance  Corp.
a.  counsel's  opinion  -  Danron
b.  counsel's  opinion  -  Uprising
c.  counsel's  opinion  -  Kimmey
d.  counsel's  opinion  -  Bio  Balance

2.  Letter  of  understandings  - Bio Balance to Danron, Uprising, Kimmey - July
31,  2001.
a.  appointment  of  Trustee
b.  instructions  to  Trustee
c.  Bio Balance undertakings (N.D.A and Non-Compete in case of failure to close)
d.  Zvi  Rish  confirmation  of  delivery of Assets to trustee August 22,  2001.

3.  Assignment  of  Patent
a.  US
b.  PCT
c.  Israel

4.  Confirmation  of  representations,  N.D.A,  Non-Compete  -  July  31,  2001
a.  M.G.  Novobiotec,  Belbo,  Olshenitsky
b.  Biosanel,  Kellner-Padelka
c.  Tetra,  Weiss,  Bechar

5.  NDA  and  Non-Compete
a.  Ruven  Shpungin
b.  Mark  Olshenitsky
c.  Genady  Buchman
d.  Olga  Buchman
e.  Alex  Padelka
f.  Sergei  Braun
g.  Gidi  Kahana
h.  Ian  Solomon
i.  Prof.  Hadani

6.  Asset Purchase Agreement, M.G. Novobiotec, Belbo, Olshenitsky and Buchman to
Danron,  June  20,  2001.
a.  counsel's  opinion  -  M.G.  Novobiotec
b.  counsel's  opinion  -  Belbo
c.  counsel's  opinion  -  Danron

7.  Sale of Rights Agreement - Tetra Pharm, Weiss and Bechar to Kimmey - June 4,
2001.
a.  counsel's  opinion  -  Tetra
b.  counsel's  opinion  -  Kimmey


                                       37
<PAGE>
8.  Sale  of  Assets  -  Biosanel  and  Kellner  to  Uprising  -  March  1, 2001
a.  counsel's  opinion  -  Biosanel
b.  counsel's  opinion  -  Uprising


Additional  Bio  Balance  Documents

Consulting  Agreement  with  Dr.  Sergei  Braun  dated  August  31,  2001

Consulting  Agreement  with  Harold  Jacob,  M.D.  dated  June  1,  2001

Consulting  Agreement  with  Emerald  Asset Management, Inc. dated June 1, 2001.

Consulting  Agreement  with  BMF  Engineering,  executed  as of August 31, 2001.


                                       38
<PAGE>
                                  SCHEDULE 4.1X


Officers and directors of Bio Balance as of the date of Stock for Stock Exchange
--------------------------------------------------------------------------------
Agreement:
----------

                                                                    Compensation
                                                                    ------------

President  and  Director          Yitz  Grossman                    None

Secretary  and  Director          Paul  Stark                       None

Treasurer  and  Director          Jeanne  Quinto                    None through
     September  30,  2001.  Commencing  October 1, 2001, Ms. Quinto will receive
     annual  compensation  of  $45,000,  pursuant  to  oral  agreement.



Officers  and  directors  as  of  immediately  following  closing:
------------------------------------------------------------------

President  and  Director               [TO  BE  DETERMINED]

Vice-President  and  Director          Paul  Stark

Secretary/Treasurer  and  Director     Jeanne  Quinto


Two  directors  to  be  appointed  to  NYHC  Board  of  Directors:
------------------------------------------------------------------

Paul  Stark  and  David  Katz


Consultants:
------------

Dr. Sergei Braun - Annual compensation is $36,000.  10,000 Common Stock Purchase
Warrants  exercisable  at  $1.50  per  Bio Balance common share for 2 years from
vesting  date.  800  Warrants presently vested.  An additional 400 Warrants vest
on  the  first  day  of  each  month  commencing  September  1,  2001.

Harold  Jacob,  M.D.  -  Annual  compensation  is  $65,000.

Emerald Asset Management, Inc. - Annual compensation is $250,000.  Emerald Asset
Management,  Inc.  also  received  200,000  Bio  Balance  Common  Stock Purchase
Warrants  exercisable  for  $1.00  per  common  share  until  June  1,  2006.

BMF Engineering - Annual compensation is $12,000.  BMF Engineering also received
200,000  Bio  Balance  Common  Stock Purchase Warrants exercisable for $1.50 per
common  share  until  August  31,  2004.


                                       39
<PAGE>
                                 SCHEDULE 4.1AA


Bio  Balance  maintains  a  checking account at the Lower Broadway branch of The
Fleet  Bank.

The  authorized  signators  on  the account are Yitz Grossman and Jeanne Quinto.


                                       40
<PAGE>
                                  SCHEDULE 4.2N



     NYHC  and  Bio Balance have agreed that, upon the approval of the presently
constituted  Compensation Committee, the presently existing employment contracts
between  NYHC  and  each  of Jerry Braun and Jacob Rosenberg shall be amended at
Closing  to  provide  for  the  following:

     1.   assurance  of  continuation  of  their  election  to the NYHC Board of
          Directors  for the full term of their respective employment contracts;

     2.   extension of the term of each of their respective employment contracts
          for  a  period  of  five  years;

     3.   in  the  event  of  termination  "without  cause,"  as  defined in the
          respective  employment  contracts, the issuance to each of Jerry Braun
          and  Jacob  Rosenberg  of  options to purchase up to 500,000 shares of
          NYHC  common  stock for a period of ten years for a purchase price per
          share equal to the closing market price per share on the day of grant,
          the  underlying  shares  of  which shall be promptly registered on SEC
          Form S-8 or on any other SEC form appropriate for such registration so
          that  such  shares  shall  have been fully registered no later than 90
          days  after  such  termination  of  the  employment  contract;  and

     4.   if  the "Closing" of the "Exchange," as defined in the Stock For Stock
          Exchange  Agreement  between The Bio Balance Corp. and New York Health
          Care,  Inc.,  is deemed to be a "change of control" of New York Health
          Care,  Inc.  as referred to in paragraph 5 of each of those employment
          contracts,  the benefits accruing to the employees as a result of that
          "change  of  control"  shall  be  deferred  for 369 days following the
          Closing.


<PAGE>
                                  SCHEDULE 4.2X


     NYHC  has  three  employees  whose compensation is required to be disclosed
pursuant  to  SEC  rules  and regulations; Jerry Braun, President and CEO, Jacob
Rosenberg,  Vice  President, Treasurer, Secretary and COO, and Anthony Aquaviva,
Controller.  Mr.  Braun's  and  Mr. Rosenberg's current salaries are the same as
disclosed  in  the  NYHC  Form  10-K  Report  for 2000, plus 10%. Mr. Aquaviva's
current  salary  is  $110,000  per year. No decision has as yet been made by the
Compensation  Committee  with  respect  to  bonuses  for  2001.


<PAGE>