Exhibit 10.1

                 AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT
                 ----------------------------------------------

THIS AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT (the "Amendment") is made as
of  this  13 day  of  January, 2005, 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, that
certain  Amendment  No. 2 to Loan and Security Agreement and Consent and Waiver,
dated  as  of March 29, 2004, by and among Borrower and Lender, and that certain
Amendment  No.  3 to Loan and Security Agreement, dated as of November 29, 2004,
by  and  among  Borrower  and  Lender,  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.

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.     Definition  of  "Change in Control".  Section 1.10a of the Loan Agreement
       -----------------------------------
is hereby deleted in its entirety, and in its place there is hereby inserted the
following:

          "SECTION  1.10A.  CHANGE  IN  CONTROL.  "Change  in Control" means (a)
                            --------------------
     individuals who, as of the Closing Date, constituted the board of directors
     of  Borrower  (together with any new directors whose election by that board
     of  directors  or  whose  nomination  for  election  by the stockholders of
     Borrower was approved by two-thirds of the directors of Borrower then still
     in office who were either directors at the beginning of the period or whose
     election or nomination for election was previously approved), cease for any
     reason  to constitute a majority of the board of directors of Borrower then
     in  office, (b) either of Jerry Braun or Jacob Rosenberg ceases to be Chief
     Executive Officer or Chief Financial Officer and Chief Operating Officer of
     the  home  healthcare  business of Borrower, respectively, or (c) either of
     Jerry  Braun or Jacob Rosenberg ceases on a day to day basis to function as
     an  executive  member  of the management of the home healthcare business of
     Borrower,  as  determined  by  Lender  in  its  sole  discretion."

3.     Miscellaneous.
       --------------

     (a)     Further  Documentation.  In  the event any further documentation or
             ----------------------
information  is deemed necessary or appropriate by Lender in the exercise of its
rights  under  the  Loan  Documents  or  to  correct patent mistakes in the Loan
Documents,  Borrower  shall  provide,  or  cause  to be provided, to Lender such
documentation  or information. Borrower shall execute and deliver to Lender such
documentation,  including  but  not  limited  to,  any  amendments, corrections,
deletions or additions to the Loan Documents as is required by Lender; provided,


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however,  that Borrower shall not be required to do anything that has the effect
of  changing  the  essential  economic  terms  of the loan set forth in the Loan
Documents.

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

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

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

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

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

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

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


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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/  R.Hanes  Whiteley
                              ---------------------------
                              Name:  R.  Hanes  Whiteley
                              Title:  Duly  Authorized  Signature

                              BORROWER:

                              NEW  YORK  HEALTH  CARE,  INC.
                              a  New  York  corporation


                              By:  /s/  Jacob  Rosenberg
                              --------------------------
                              Name:  Jacob  Rosenberg
                              Title:     C.O.O.

                              NYHC  NEWCO  PAXXON,  INC.
                              a  New  York  corporation


                              By:  /s/  Jacob  Rosenberg
                              --------------------------
                              Name:  Jacob  Rosenberg
                              Title:  C.O.O.


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