AGREEMENT  made as of the 31st day of March,  1988 by and among JERRY BRAUN
("Braun"),  residing at 929 East 28th Street,  Brooklyn,  New York 11210, SAMSON
SOROKA ("Soroka"),  residing at 1228 East 22nd Street, Brooklyn, New York 11210,
JACOB ROSENBERG  ("Rosenberg"),  residing at 932 East 29th Street, Brooklyn, New
York 11210, (hereinafter referred to collectively as the "Group A Shareholders")
and HERSH CHITRIK ("Chitrik") residing at 1401 President Street,  Brooklyn,  New
York 11213 and SID BORENSTEIN  ("Borenstein") residing at 1246 East 10th Street,
Brooklyn, New York 11230, each natural person, firm or entity which subsequently
becomes  a  shareholder  of  the  Company  and a  signatory  to  this  Agreement
(hereinafter,  together with the Group A Shareholders,  collectively  called the
"Equityholders"),  and NEW YORK HEALTH CARE, INC., a New York corporation having
an address at 4211 13th Avenue, Brooklyn, New York 11219 (the "Company").

                              W I T N E S S E T H :

     WHEREAS,  the Company has been duly  organized  and is  presently  existing
under the laws of the State of New York and is presently authorized to issue 200
shares of voting common stock, without par value ("Common Stock");

     WHEREAS, the Group A Shareholders have formed and operated the Company;

     WHEREAS,  Chitrik and Borenstein are desirous of becoming  shareholders  of
the Company;

     WHEREAS,  it is deemed in the best interests of the Company and the Group A
Shareholders that provision be made for continuity and stability of the business
and policies of the Company, and, to that end, to provide for certain rights and
obligations  upon the occurrence of certain  events,  all to the extent and upon
the terms and conditions hereinafter set forth.

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
hereinafter set forth, the parties hereto agree as follows:

     1. Equity Interest.

          (a) Each Group A  Shareholder  presently  owns the number of shares of
     Common Stock set forth  opposite his name below,  which Common Stock in the
     aggregate  constitutes all the Company's outstanding Common Stock as of the
     date of this Agreement:

                                                          Number of shares of
     Name of Group A Shareholder                          Common Stock
     ---------------------------                          -------------------
     Braun                                                       20
     Soroka                                                      10
     Rosenberg                                                   10

          (b) Subject to the terms and  provisions  of this  Agreement  and upon
     fulfillment by Chitrik and Borenstein of their  obligations as set forth in
     this Agreement, the Group A Shareholders jointly agree to sell and transfer
     to Chitrik and  Borenstein,  and Chitrik and  Borenstein  jointly  agree to
     purchase  the number of shares of common  stock set forth below at opposite
     their  respective names provided,  however,  that the Company first applies
     for and receives  permission  for the proposed  transfer of shares from the
     New York State Department of Health;

     Name of Shareholder                         Number of Shares to be Issued
     -------------------                         -----------------------------

     Chitrik                                                 8
     Borenstein                                              2

          (c) From and  after  the date of this  Agreement,  and  provided  that
     Chitrik and Borenstein  have fully  complied with their  obligations as set
     forth in this  Agreement,  they  will each be  entitled  to  receive  their
     respective  distribution,  as set forth in the table immediately  below, of
     distributable earnings from the Company ("Equity Interest"), but shall have
     no right to vote in any matter in which  shareholders  of the  Company  may
     vote until such time as an  appropriate  application  to the New York State
     Department of Health for the sale and transfer of shares of common stock of
     the Company has been approved:

     Name                                                       Equity Interest
     ----                                                       ---------------
     Braun                                                      37.50%
     Soroka                                                     18.75%
     Rosenberg                                                  18.75%
     Chitrik                                                    20%
     Borenstein                                                 5%

     2. Directors and Officers. 

          (a) The Directors of the Company shall be Braun,  Soroka and Rosenberg
     until their successors are elected by the Company's shareholders.

          (b) The  officers of the  Corporation  shall be as follows:  President
     Braun Vice President and Secretary Rosenberg Treasurer Soroka

     3.  Chitrik's  Obligation to Obtain Credit Line. The provision of an Equity
Interest in the Company to Chitrik and  Borenstein as provided in this Agreement
is contingent upon Chitrik obtaining for the Corporation a revolving credit line
with a reputable  lending  institution  in an amount not less than Eight Hundred
Thousand  ($800,000.00)  Dollars.  The Credit Line (the "Credit  Line") shall be
available at the date of closing of this  Agreement.  The Credit Line shall bear
interest in an amount not greater than two points above the Citibank prime rate.
It is

agreed to and understood by the shareholders that Braun,,  Chitrik,  Borenstein,
Rosenberg and Soroka will personally guarantee the Credit Line.

     4. Priority Rights of Group A Shareholders to Withdraw.

          (a) The parties  acknowledge  and agree that as of the date hereof the
     Corporation has retained and not yet distributed  profits of  approximately
     $365,000 (referred to herein as "Net Accounts Receivable").

          (b) It is understood  that the Net Accounts  Receivable are subject to
     verification by the review thereof by a Certified Public Accountant and are
     subject to collection by the Company.

          (c) The Group A Shareholders  are to exclusively  receive and have the
     right  to   exclusively   withdraw  one  hundred   (100%)  percent  of  any
     distributions  of the  Company  until  such  time as they  recover  the Net
     Account  Receivable  referred to in  subparagraph  (a) of this Paragraph 4.
     Said  distributions  are subject to the provisions of  subparagraph  (b) of
     Paragraph 10 herein.

          (d) After the Group A  Shareholders  have been fully paid  pursuant to
     subparagraph (c) of this Paragraph 4, all

distributions  of the  Company  are to be made on a pro-rata  basis based on the
Equity Interest set forth in paragraph 1(b) above.

          (e) In the event the Company is dissolved and the Group A Shareholders
     have not received the full Net Account  Receivable,  then, after the Credit
     Line is paid back in full,  the Group A  Shareholders  shall be entitled to
     the remaining  dissolution proceeds to the extent of the balance of the Net
     Account Receivable.  Any excess remaining  thereafter shall be divided on a
     pro-rata basis in accordance with the Equity Interests.

     5.  Business  of  Company.  The  Company  shall,  directly  or through  its
subsidiaries  or  affiliates,  continue to engage in the businesses of operating
nursing and/or home care agencies and related  activities for its own account or
the  account  of  others  and  such  other  activities  as may be  necessary  or
appropriate to promote the businesses of the Company.

     6. Legend on Certificates.  The following  statements shall be inscribed on
all certificates  representing Shares (or any certificate  received with respect
thereto) so long as this Agreement is in effect:

     "The  shares  represented  by this  certificate  are  subject  to a certain
     Equityholders  Agreement  dated as of March 31,  1988,  and any  amendments
     thereto,  a copy  of  which  is on  file  at the  principal  office  of the
     Corporation, and any sale,

     pledge,  gift,  bequest,   transfer,   assignment,   encumbrance  or  other
     disposition of this  certificate  in violation of said  Agreement  shall be

     "The shares  represented by this certificate have not been registered under
     the Securities Act of 1933, as amended.  The shares have been acquired f or
     investment and may not be offered for sale, sold, or otherwise  distributed
     within the meaning of said Act in the absence of any effective registration
     statement  f or such  shares  under said Act or an opinion of counsel  that
     Registration is not required thereunder."

     7. Term of  Agreement.  This  Agreement  shall  continue  in full force and
effect  until the  earlier  of (i)  termination  by the  mutual  consent  of the
Equityholders,  (ii) with respect to a Group A  Shareholder  who  transfers  his
shares in accordance with the provisions of Paragraph 7 of this Agreement,  upon
the transfer of all such shares, (iii) the dissolution of the corporation,  (iv)
an uncured event of default on the part of Chitrik or Borenstein or (v) pursuant
to other provisions of this Agreement.

     8. Voluntary Disposition.

          (a) Each Group A Shareholder  hereby agrees that he shall not sell, or
     directly or indirectly transfer,  assign,  distribute,  encumber, pledge or
     otherwise  dispose of (herein  referred to as a  "Disposition")  any Common
     Stock,  whether now owned or hereafter acquired,  except in compliance with
     the provisions of

     this  Agreement  and  after the  Company  has  first  applied  for and then
     received  permission for the proposed  transfer of shares from the New York
     State Department of Health.  In addition,  the Company agrees that it shall
     not issue or  transfer  any  Common  Stock,  unless  such  Common  Stock is
     acquired  subject to the provisions of this Agreement and after the Company
     has  first  applied  for and  then  received  permission  for the  proposed
     transfer of shares from the New York State Department of Health.

          (b) In the event a Group A Shareholder  proposes to make a Disposition
     of any or all of his Common Stock,  such Group A  Shareholder  (hereinafter
     called a  "Selling  Shareholder")  shall  deliver to the  Company  and each
     Equityholder  written notice of his intention to make such Disposition sent
     by registered mail, return receipt requested.  Such notice shall constitute
     an irrevocable  offer to sell said Common Stock to the Company for a period
     of 30  calendar  days  and  shall  set  forth  the  proposed  terms of such
     Disposition, including the offering price per share of the Common Stock and
     the terms of payment.  Each non selling  Equityholder  of the Company shall
     have the right for said 30 day  period to  accept,  in  proportion  to such
     Equityholders'  Equity Interest,  the offer made by the Selling Shareholder
     and not purchased by the Company.

          (c) In the event that none of the  Equityholders  accept  said  offer,
     then the Company  shall have the right,  for a period of 30  calendar  days
     after the expiration of the 30 day period referred to in  subparagraph  (b)
     of this  Paragraph  8, to accept the offer made by the Selling  Shareholder
     and not purchased by the Shareholders.

          (d) If the Company and the non-selling Equityholders do not accept the
     Selling  Shareholder's  offer,  the  Selling  Shareholder  may,  after  the
     expiration  of  the  two   consecutive   30-day  periods   referred  to  in
     subparagraphs  (b) and (c) of this Paragraph 8, effect a Disposition to any
     third  party  of  Common  Stock  offered  to  the  Company  and  the  other
     Equityholders  and not  purchased  hereunder;  provided  that  the  Selling
     Shareholder  may not  effect  such  Disposition  on  terms  which  are more
     favorable to such a third party than those  contained in the original offer
     delivered  pursuant to  subparagraph  (c) of this  Paragraph 8 without once
     again  offering  said  stock for sale  pursuant  to this  Paragraph  6, and
     provided,  further,  that the proposed purchaser of the Common Stock agrees
     to become a signatory to this  Agreement and be bound by its terms and that
     the  Company  has  applied for and  received  permission  for the  proposed
     transfer of said stock from the New York State Department of Health.

          (e) Any transferee of Common Stock hereunder  shall, as a condition to
     transfer, agree to be bound by the provisions of this Agreement.

          (f) The shares of stock issued to the remaining  Group A  Stockholders
     or a third party pursuant to the provisions of this paragraph  shall bear a
     restrictive   endorsement   similar  to  that   contained  in  Paragraph  6

          (g) In the event the  Selling  Shareholder  sells all of his shares in
     the  Company,  such  Selling  Shareholder  shall  resign as an officer  and
     director of the Company,  whether such sale be to a remaining Equityholder,
     the Company,  or a third  party.  If such sale be of all the shares of such
     Group A  Shareholder  and to a third party,  the third party shall have the
     right to become a director,  and an officer of the Company, and a signatory
     on the Company bank account.  If the sale be of less than all of the shares
     of the Selling Shareholder, then a determination as to whether such Selling
     Shareholder shall remain either or both of an officer or directors shall be
     part of the  terms and  conditions  of the offer to sell,  and  decided  in
     accordance therewith.

          (h)  Notwithstanding  anything to the contrary contained  hereinabove,
     neither Chitrik and Borenstein may not sell

their respective  Equity Interests in the Company without the unanimous  consent
of all the Group A Shareholders of the Company.

     11. Arbitration. All disputes,  differences and controversies arising under
or in connection  with this Agreement and not resolved within 120 days of notice
that said  dispute,  difference  or  controversy  exists,  shall be settled  and
finally  determined by binding  arbitration under the then existing rules of the
American  Arbitration  Association  (or such  other  mechanism  as  agreed to in
writing by all parties hereto).

     13.  Professional  Review. The Shareholders shall have a right to retain at
their  own  cost  and  expense  any  professional  they  desire  to  review  any
professional work done for the Company.

     14.  Bankruptcy In the event that any  Equityholder  becomes the subject of
any bankruptcy or  reorganization,  or other proceeding  analogous in purpose or
effect,  including the  employment of a receiver,  trustee or liquidator for any
such  purpose,  the  remaining  Group A  Shareholders  shall  have the  right to
purchase the shares of the Company held by the bankrupt party upon the tender of
the purchase price  thereof.  Said purchase price shall be the fair market value
of said stock. Said fair market value shall be determined by an expert appraiser
chosen by the Board of Directors, excluding said bankrupt party. A second expert
appraiser shall be

chosen by the bankrupt party and a third expert appraiser shall be chosen by the
two expert appraisers.

     15. Broker. The Shareholders jointly and severally represent that they have
not employed any broker,  or finder or incurred any  liability for any brokerage
fees,  commissions,,  or  finder's  fees  in  connection  with  the  transaction
contemplated by this Agreement.

     16.  Notices.  All  notices,  requests,  demands  and other  communications
required or permitted  hereunder shall be in writing and shall be deemed to have
been duly given if delivered by hand or mailed, certified, registered or express
mail,  with postage  prepaid to the parties at their  respective  addresses  set
forth on the first page of this  Agreement  or such other place as  indicated by
any of the Equityholders, in writing.

     17.  Severability,  Governing  Law. If any  provision of this  Agreement is
determined to be illegal or unenforceable by a court of law having  jurisdiction
over the parties,  the remaining  provisions shall be severed and constitute the
entire agreement of the parties.  The Agreement shall be governed by the laws of
the State of New York for  agreements  made and performed in New York by parties
which are resident in New York.

     19. Modification. This Agreement may not be modified or amended except by a
subsequent writing signed b each of the parties.  This Agreement,  together with
riders,  if any,  attached  hereto and  initialled by the  Equityholder  and the
Company,  is the  entire  agreement  of the  parties  and  supersedes  all prior
agreements and  understandings  among the parties  concerning the subject matter

     20. Benefits of Agreement.

     Except as otherwise  expressly  provided  herein,  this Agreement  shall be
binding upon and inure to the benefit of the Company,  each of the Equityholders
and their respective heirs,  personal  representatives,  successors and assigns;
provided,, however, that nothing contained herein shall be construed as granting
any Equityholder the right to transfer his Equity Interest,  except as expressly
provided in this Agreement.

     21. Headings. The section headings contained herein are for the purposes of
conveniences  only and are not  intended to define or limit the contents of said

     22. Additional Documents.  Each party hereto shall cooperate and shall take
such further action and shall execute and deliver such further  documents as may
be reasonably requested by

any  other  party in order to carry  out the  provisions  and  purposes  of this

     23.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts all of which taken together shall be deemed one original.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the day and year first above written.  


By: /s/ Jerry Braun                         /s/ Jerry Braun
   -----------------------------            ------------------------------------
   Jerry Braun, Pres.                       JERRY BRAUN

/s/ Jacob Rosenberg                         /s/ Samson Soroka
- --------------------------------            ------------------------------------
JACOB ROSENBERG                             SAMSON SOROKA

/s/ Hirsch Chitrik                          /s/ Sid Borenstein
- --------------------------------            ------------------------------------
HIRSCH CHITRIK                              SID BORENSTEIN


Basic Info X:

Type: New York Health Care Inc. Agreement
Date: July 16, 1996
State: New York

Other info:


  • March , 1988
  • March 31 , 1988


  • Each Group A Shareholder
  • Name of Group A Shareholder Common Stock
  • New York State Department of Health ; Name of Shareholder Number of Shares
  • Name Equity Interest
  • Obtain Credit Line
  • Eight Hundred Thousand
  • Priority Rights of Group A Shareholders to Withdraw
  • The Group A Shareholders
  • Business of Company
  • Equityholders ' Equity Interest
  • American Arbitration Association
  • Board of Directors


  • Brooklyn
  • Braun
  • Chitrik
  • New York
  • Pres


  • $ 800,000.00 Dollars
  • $ 365,000


  • Chitrik 8 Borenstein
  • Equityholder
  • JACOB ROSENBERG SAMSON SOROKA s Hirsch Chitrik s Sid Borenstein


  • 37.50 %
  • 18.75 %
  • 20 %
  • 100 % percent