EXHIBIT 10.2


      AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT AND CONSENT AND WAIVER
      ---------------------------------------------------------------------

THIS  AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT AND CONSENT AND WAIVER (the
"Amendment")  is  made as of this 29th  day of March, 2004, by and between/among
"Borrower"  (as  defined  below)  and  "Lender"  (as  defined  below).


                                    RECITALS
                                    --------

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

B.     As  used  herein,  the  term "Lender" shall mean GE HFS Holdings, Inc., a
Delaware  corporation,  f/k/a  Heller  Healthcare  Finance,  Inc.

C.     One  or  more  of  the  entities  designated  above as "Borrower" are the
existing  borrowers  under  a  certain  Loan  and Security Agreement dated as of
November  28,  2000,  by  and between such existing borrowers and Lender (as the
same may have been amended, restated or modified from time to time, including by
that  certain  Amendment  No.  1  to Loan and Security Agreement and Consent and
Waiver  dated  as  of  November  26,  2002 by and among Borrower and Lender (the
"Amendment  No. 1"), and as the same may be amended by this Amendment, the "Loan
------------------
Agreement").  All  capitalized terms not otherwise defined herein shall have the
meanings  given  them  in  the  Loan  Agreement.

D.     Borrower  and  Lender  desire  hereby  to  amend  the  Loan  Agreement as
hereinafter  provided.

E.     In  addition,  Borrower  has  informed  Lender  that New York Health Care
desires  to  make  cash  distributions  to,  investments  in and/or loans to The
BioBalance  Corporation  ("BioBalance"),  a  wholly owned subsidiary of New York
                           ----------
Health  Care  (the  "Proposed  Transaction").
                     ---------------------

F.     Sections  7.7 and 7.9 of the Loan Agreement prohibit Borrower from making
loans  or  advances  to,  or  investments  in,  any  Person (except as otherwise
permitted thereby) and Section 8.iii.C(iv) of Amendment No. 1 prohibits Borrower
from  making  any  cash distributions to, investments in or loans to BioBalance.
In  connection with the Proposed Transaction, Borrower has requested that Lender
(a)  agree to permit New York Health Care to consummate the Proposed Transaction
and  (b)  waive  the  prohibitions set forth in Sections 7.7 and 7.9 of the Loan
Agreement  and Section 8.iii.C(iv) of the Amendment No. 1 in connection with the
Proposed  Transaction.

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

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

2.     Loans.  Section  7.7  of  the  Loan  Agreement  is  hereby deleted in its
       -----
entirety,  and  in  its  place  there  is  hereby  inserted  the  following:

          "SECTION 7.7.  LOANS.  Except for loans or advances to any Person that
                         ------
     do  not  exceed  (a)  $10,000.00  individually  or  (b)  $100,000.00 in the
     aggregate,  Borrower  shall not make loans or advances to any Person, other
     than  (x) trade credit extended in the ordinary course of its business, (y)
     advances  for  business  travel  and similar temporary advances made in the
     ordinary  course  of  business  to  officers,  stockholders,  directors and
     employees and (z) loans or advances permitted by that certain Amendment No.
     2  to  Loan  and  Security  Agreement  and  Consent  and Waiver dated as of
     November  26,  2002  by and among Borrower and Lender ("Amendment No. 2")."
                                                            -----------------


<PAGE>
3.     Subsidiaries.  Section 7.9 of the Loan Agreement is hereby deleted in its
       ------------
entirety,  and  in  its  place  there  is  hereby  inserted  the  following:

          "SECTION  7.9.  SUBSIDIARIES.  Borrower shall not form any subsidiary,
                          -------------
     or  make  any  investment in or any loan in the nature of an investment to,
     any  other  Person,  other  than  any  such investment or loan permitted by
     Amendment  No.  2."

4.     Consent  and  Waiver.  Lender hereby (a) agrees to permit New York Health
       --------------------
Care  to consummate the Proposed Transaction and (b) waives the prohibitions set
forth  in  Sections 7.7 and 7.9 of the Loan Agreement and Section 8.iii.C(iv) of
Amendment  No.1 in connection with the Proposed Transaction, in each case on the
terms  and  subject  to  the  conditions  set  forth  below:

     i.   the  aggregate  amount  of proceeds that New York Health Care shall be
          permitted to receive from the issuance or sale of its capital stock to
          fund the Proposed Transaction shall not exceed Fifteen Million Dollars
          ($15,000,000);

     ii.  Borrower  shall not request, and Lender shall not be required to make,
          any  advances  of Loans to the Borrower under the Loan Agreement until
          all  loans  to  BioBalance have been repaid in full in cash and Lender
          has  received  satisfactory  evidence of such repayment from Borrower;

     iii. as  a result of the consummation of the Proposed Transaction and after
          giving  effect  thereto, no Event of Default shall have occurred or be
          continuing;  and

     iv.  without  limiting  any  other  rights and remedies of Lender under the
          Loan  Agreement  or  any other Loan Document, any advances of Loans to
          the  Borrower  under the Loan Agreement (after the condition set forth
          in  clause (ii) above has been satisfied) shall be subject to Lender's
          continuing  right to withhold from the Borrowing Base reserves, and to
          increase  and  decrease  such  reserves  from  time  to  time.

5.     Miscellaneous.
       -------------

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

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

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

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

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

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


                                        2
<PAGE>
     (g)     Counterparts.  This  Amendment may be executed in counterparts, and
             ------------
both  counterparts taken together shall be deemed to constitute one and the same
instrument.

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

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

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

                              LENDER:

                              GE  HFS  HOLDINGS,  INC.
                              F/K/A  HELLER  HEALTHCARE  FINANCE,  INC.
                              a  Delaware  corporation


                              By:  /s/  Hanes  Whiteley
                                   ----------------------------
                              Name:  Hanes  Whiteley
                              Title:  Vice  President

                              BORROWER:

                              NEW  YORK  HEALTH  CARE,  INC.
                              a  New  York  corporation


                              By:  /s/  Jacob  Rosenberg
                                 ------------------------------
                              Name:  Jacob  Rosenberg
                              Title:  Chief  Operating  Officer

                              NYHC  NEWCO  PAXXON,  INC.
                              a  New  York  corporation


                              By:  /s/  Jacob  Rosenberg
                                 ------------------------------
                              Name:  Jacob  Rosenberg
                              Title:  Chief  Operating  Officer


                                        3
<PAGE>