Exhibit 4.10

     WARRANT AGREEMENT dated as of _________, 2003 between New York Health Care,
Inc.,  a New York corporation (the "Company"), whose principal place of business
is  1850  MacDonald  Avenue,  Brooklyn,  NY  11223  and
___________________________________,  his successors, designees and assigns (the
"Holder").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  the Company proposes to issue to the Holder a warrant to purchase
up  to  an aggregate of _________ shares of the Company's common stock, $.01 par
value,  (the  "Common  Stock") which shall be known as the "Series ___" Warrant.

     NOW, THEREFORE, in consideration of the premises, the agreements herein set
forth  and other good and valuable consideration, the receipt and sufficiency of
which  are  hereby  acknowledged,  the  parties  hereto  agree  as  follows:

     1.   GRANT.  The  Company  hereby agrees to issue to the Holder the warrant
          -----
described  in  Section  1.1  below.

     1.1  SERIES  __  WARRANT.  The  Series  __ Warrant grants to the Holder the
          -------------------
right to purchase, at any time from ____________, 2003 until 5:00 P.M., New York
time, on _______, 2006, up to an aggregate of _______shares of Common Stock (the
"Shares")  at  an  initial  exercise price (subject to adjustment as provided in
Section  8  hereof) of $_______ per share subject to the terms and conditions of
this  Agreement.  Except  as set forth herein, the shares issuable upon exercise
of  the  Series__  Warrant are in all respects identical to the shares of Common
Stock  held  by  all  of  the  Company's  other  shareholders.

     2.   WARRANT  CERTIFICATE.  The  warrant  certificate  (the  "Warrant
          --------------------
Certificate")  delivered and to be delivered pursuant to this Agreement shall be
in the form set forth in Exhibit A, attached hereto and made a part hereof, with
such  appropriate  insertions, omissions, substitutions, and other variations as
required  or  permitted  by  this  Agreement.


<PAGE>
     3.   EXERCISE  OF  WARRANT.
          ---------------------

     3.1  METHOD  OF EXERCISE.  The Series__ Warrant is initially exercisable at
          --------------------
the  initial  exercise  price  (subject  to  adjustment as provided in Section 8
hereof)  per  Share  payable  by  certified  or  official bank check in New York
Clearing  House  funds  or  by  surrender  to  the Company of a number of Shares
issuable  pursuant  to  the  Series__ Warrant which, when valued at the exercise
price,  equal  the amount of the exercise price for the Shares to be issued upon
exercise of the Series__ Warrant, subject to adjustment as provided in Section 8
hereof.  Upon  surrender  of  a  Warrant  Certificate  with  the annexed Form of
Election  to Purchase duly executed, together with payment of the Exercise Price
(as  hereinafter  defined)  for  the  Common  Stock  purchased  at the Company's
principal  offices  (presently  located  at  1850 MacDonald Avenue, Brooklyn, NY
11223)  the  registered  holder of a Warrant Certificate ("Holder" or "Holders")
shall  be  entitled  to  receive a certificate or certificates for the shares of
Common  Stock  so  purchased.  The  purchase  rights represented by each Warrant
Certificate  are  exercisable  at the option of the Holders thereof, in whole or
part  (but not as to fractional shares of the Common Stock).  In the case of the
purchase  of  less  than  all  Common  Stock  purchasable  under  any  Warrant
Certificate,  the  Company  shall  cancel  said  Warrant  Certificate  upon  the
surrender  thereof  and  shall  execute and deliver a new Warrant Certificate of
like  tenor  for  the  balance  of  the  Common  Stock  purchasable  thereunder.

     3.2  DEFINITION OF MARKET PRICE.  As used herein, the phrase "Market Price"
          --------------------------
at  any  date  shall be deemed to be (i) when referring to the Common Stock, the
last  reported price, or, in case no such reported sale takes place on such day,
the  average of the last reported prices for the last three (3) trading days, in
either case as officially reported by the principal securities exchange on which
the  Common Stock is listed or admitted to trading or by the Nasdaq Stock Market
("NSM")  or,  (ii)  if  the Common Stock is not listed or admitted to trading on
any  national securities exchange or quoted by NSM, the average closing price as
furnished  by  the  National  Association  of  Securities Dealers, Inc. ("NASD")
through  Nasdaq  or  similar  organization if Nasdaq is no longer reporting such
information,  or  (iii)  if  the  Common  Stock is not quoted on Nasdaq, or such
similar  organization  as determined in good faith by resolution of the Board of
Directors of the Company, based on the best information available to it.


<PAGE>
     4.   ISSUANCE  OF  CERTIFICATE.  Upon the exercise of the Series__ Warrant,
          --------------------------
the  issuance of certificates for shares of Common Stock shall be made forthwith
(and  in  any  event within five (5) business days thereafter) without charge to
the  Holder  thereof including, without limitation, any tax which may be payable
in  respect of the issuance thereof, and such certificates shall (subject to the
provisions  of  Sections  5  and  7 hereof) be issued in the name of, or in such
names  as  may  be  directed by, the Holder thereof; provided, however, that the
Company  shall not be required to pay any tax which may be payable in respect of
any transfer involved in the issuance and delivery of any such certificates in a
name  other  than  that  of  the Holder and the Company shall not be required to
issue  or  deliver  such  certificates  unless  or  until  the person or persons
requesting  the  issuance  thereof  shall have paid to the Company the amount of
such  tax or shall have established to the satisfaction of the Company that such
tax  has  been  paid.

     The  Warrant  Certificate and the certificate representing the Shares shall
be executed on behalf of the Company by the manual or facsimile signature of the
then present Chairman or Vice Chairman of the Board of Directors or President or
Vice  President  of  the  Company  under  its corporate seal reproduced thereon,
attested  to  by the manual or facsimile signature of the then present Secretary
or  Assistant  Secretary of the Company.  The Warrant Certificate shall be dated
the  date of execution by the Company upon initial issuance, division, exchange,
substitution  or  transfer.


     5.   RESTRICTION  ON  TRANSFER  OF  WARRANTS.  The  Holder  of  a  Warrant
          ---------------------------------------
Certificate,  by  its acceptance thereof, covenants and agrees that the Series__
Warrant  is  being  acquired  as  an  investment  and  not  with  a  view to the
distribution  thereof;  that  the Series__ Warrant may not be sold, transferred,
assigned,  hypothecated  or  otherwise  disposed  of, in whole or in part, for a
period  of  one  (1)  year  from  the  date  hereof.


     6.   EXERCISE  PRICE.
          ----------------

     6.1  INITIAL  AND ADJUSTED EXERCISE PRICE.  Except as otherwise provided in
          ------------------------------------
Section  8  hereof,  the  initial  exercise  price  of  each Series__ Warrant to
purchase  Common Stock shall be equal to the initial exercise price set forth in
Sections  1.1  above.  The  adjusted  exercise  price


<PAGE>
shall  be  the  price  which  shall  result  from  time to time from any and all
adjustments  of  the initial exercise price in accordance with the provisions of
Section  8  hereof.

     6.2  EXERCISE  PRICE.  The  term  "Exercise  Price"  herein  shall mean the
          ---------------
applicable  initial  exercise  price  or with respect to the Series__ Warrant to
purchase  Common  Stock  at  the  adjusted  exercise  price,  depending upon the
context.


     7.   REGISTRATION  RIGHTS.
          ---------------------

     7.1  CURRENT  REGISTRATION  UNDER  THE SECURITIES ACT OF 1933.  The Company
          --------------------------------------------------------
has  registered certain shares of common stock under the Securities Act of 1933,
as amended (the "Act") (the "Registration Statement").

     7.2  PIGGYBACK  REGISTRATION.
          ------------------------

          (a)  If,  at any time commencing after the date of this Agreement, the
Company proposes to register any of its securities under the Act, either for its
own  account  or  the  account  of  any  other security holder or holders of the
Company  possessing  registration  rights  ("Other Stockholders"), it shall give
written  notice,  at  least  thirty  (30)  days prior to the filing of each such
registration  statement, to the Holder and to all other Holders of warrants with
registration  rights  of the opportunity to register the Common Stock underlying
such  warrants  (collectively,  "Registrable Securities") of its intention to do
so.  If the Holder or other Holders of Registrable Securities notify the Company
within twenty-one (21) days after the receipt of any such notice of its or their
desire  to  include any such securities in such proposed registration statement,
the  Company  shall  afford the Holder and such other Holders of such securities
the  opportunity  to have any such securities registered under such registration
statement.

          (b)  If  the  registration  of which the Company gives notice is for a
registered  public  offering  involving  an  underwriting,  the Company shall so
advise  the  Holder  and  such other Holders as part of the written notice given
pursuant  to  Section  7.2(a) hereof.  The right of the Holder or any such other
Holder  to  registration  pursuant to this Section 7.2 shall be conditioned upon
their  participation in such underwriting and the inclusion of their Registrable
Securities  in  the underwriting to the extent hereinafter provided.  The Holder
and  all  other  Holders  proposing  to distribute their securities through such
underwriting  shall  (together  with  the  Company and any officer, directors or
Other  Stockholders  distributing  their  securities  through


<PAGE>
such  underwriting)  enter into an underwriting agreement in customary form with
the underwriter selected by the Company.  Notwithstanding any other provision of
this  Section  7.2,  if  the  underwriter  advises  the  Company in writing that
marketing factors require a limitation or elimination of the number of shares of
Common  Stock  or other securities to be underwritten, the underwriter may limit
the  number  of shares of Common Stock or other securities to be included in the
registration  and  underwriting.  The Company shall so advise the Holder and all
other  Holders of Registrable Securities requesting registration, and the number
of  shares  of Common Stock or other securities that are entitled to be included
in  the  registration  and  underwriting shall be allocated among the Holder and
other Holders requesting registration, in each case, in proportion, as nearly as
practicable, to the respective amounts of securities which they had requested to
be  included  in  such  registration  at  the  time  of  filing the registration
statement.

          (c)  Notwithstanding  the  provisions of this Section 7.2, the Company
shall  have  the  right  at  any  time  after it shall have given written notice
pursuant to Section 7.2(a) hereof (irrespective of whether a written request for
inclusion  of any such securities shall have been made) to elect not to file any
such  proposed  registration statement, or to withdraw the same after the filing
but  prior  to  the  effective  date  thereof.

     7.3  COVENANTS OF THE COMPANY WITH RESPECT TO REGISTRATION.  In  connection
          -----------------------------------------------------
with  any  registration  under  Section 7.2, the Company covenants and agrees as
follows:

          (a)  The  Company  shall use its best efforts to have any registration
statement  declared  effective  at the earliest possible time, and shall furnish
each  Holder desiring to sell Registrable Securities such number of prospectuses
as  shall  reasonably  be  requested.

          (b)  The  Company  shall pay all costs (excluding fees and expenses of
Holder(s)'  counsel  and  any  underwriting  or  selling  commissions), fees and
expenses  in  connection  with  all  registration  statements  filed pursuant to
Section  7.2  hereof  including,  without  limitation,  the  Company's legal and
accounting  fees,  printing  expenses,  blue  sky  fees  and  expenses.

          (c)  The  Company will take all necessary action which may be required
in  qualifying  or  registering  the  Registrable  Securities  included  in  a
registration  statement  for  offering and sale under the securities or blue sky
laws  of  such  states  as  reasonably  are  requested


<PAGE>
by the Holder(s); provided that the Company shall not be obligated to execute or
file  any  general  consent  to  service  of  process or to qualify as a foreign
corporation  to  do  business  under  the  laws  of  any  such  jurisdiction.

          (d)  The  Company  shall  indemnify  the  Holder(s) of the Registrable
Securities to be sold pursuant to any registration statement and each person, if
any,  who  controls  such Holders within the meaning of Section 15 of the Act or
Section  20(a)  of  the  Securities  Exchange Act of 1934, as amended ("Exchange
Act"),  against  all  loss,  claim,  damage, expense or liability (including all
expenses  reasonably  incurred  in investigating, preparing or defending against
any claim whatsoever) to which any of them may become subject under the Act, the
Exchange Act or otherwise, arising from such registration statement.

          (e)  The  Holder(s)  of the Registrable Securities to be sold pursuant
to  a registration statement, and their successors and assigns, shall severally,
and  not  jointly,  indemnify  the  Company, its officers and directors and each
person, if any, who controls the Company within the meaning of Section 15 of the
Act  or  Section  20(a)  of the Exchange Act, against all loss, claim, damage or
expense  or  liability  (including  all  expenses  reasonably  incurred  in
investigating,  preparing  or  defending  against any claim whatsoever) to which
they  may  become  subject under the Act, the Exchange Act or otherwise, arising
from  information furnished by or on behalf of such Holders, or their successors
or assigns, for specific inclusion in such registration statement.

          (f)  For  purposes of this Agreement, the term "Majority" in reference
to  the Holders of Registrable Securities, shall mean in excess of fifty percent
(50%)  of  the  Registrable  Securities that  have not been resold to the public
pursuant to a registration statement filed with the SEC under the Act.

          (g)  Nothing  contained  in  this  Agreement  shall  be  construed  as
requiring  the Holder(s) to exercise their Series__ Warrant prior to the initial
filing of any registration statement or the effectiveness thereof.

     7.4  RESTRICTIVE  LEGENDS.  In the event that the Company fails to maintain
          --------------------
the effectiveness of the Registration Statement, such that the exercise, in part
or  in  whole,  of  the Series__ Warrants are not, at the time of such exercise,
registered  under  the  Act,  any  certificates


<PAGE>
representing  the  Shares  underlying the Series__ Warrants and any of the other
securities  issuable  upon  exercise  of  the  Series__  Warrants shall bear the
following  restrictive  legend:

     The  securities  represented  by  this  certificate  have  not  been
     registered  under  the Securities Act of 1933, as amended ("Act"), and
     may  not  be  offered  or  sold  except  pursuant  to (i) an effective
     registration  statement  under the Act, (ii) to the extent applicable,
     Rule 144 under the Act (or any similar rule under such Act relating to
     the  disposition  of  securities),  or (iii) an opinion of counsel, if
     such  opinion  shall  be  reasonably  satisfactory  to  counsel to the
     issuer,  that  an  exemption  from  registration  under  such  Act  is
     available.


     8.   ADJUSTMENTS  TO  EXERCISE  PRICE  AND  NUMBER  OF  SECURITIES.
          -------------------------------------------------------------

     8.1  SUBDIVISION  AND  COMBINATION.  In  case the Company shall at any time
          -----------------------------
subdivide  or combine the outstanding shares of Common Stock, the Exercise Price
shall  forthwith  be  proportionately  decreased  in  the case of subdivision or
increased  in  the  case  of  combination.

     8.2  ADJUSTMENT  IN  NUMBER  OF  SECURITIES.  Upon  each  adjustment of the
          --------------------------------------
Exercise  Price  pursuant  to  the  provisions  of this Section 8, the number of
Common  Stock  issuable upon the exercise at the adjusted exercise price of each
Series__  Warrant  shall be adjusted to the nearest full amount by multiplying a
number  equal  to  the  Exercise  Price  in  effect  immediately  prior  to such
adjustment  by the number of Common Stock issuable upon exercise of the Series__
Warrant  immediately  prior  to  such  adjustment  and  dividing  the product so
obtained  by  the  adjusted  Exercise  Price.

     8.3  DEFINITION  OF  COMMON  STOCK.  For the purpose of this Agreement, the
          -----------------------------
term "Common Stock" shall mean (i) the class of stock designated as Common Stock
in  the  Certificate  of  Incorporation of the Company as amended as of the date
hereof,  or  (ii)  any other class of stock resulting from successive changes or
reclassifications  of  such  Common  Stock  consisting  solely of changes in par
value,  or  from  par  value to no par value, or from no par value to par value.
The  Company  covenants  that  so  long  as  any  of  the  Series__  Warrant are
outstanding,  the  Company  shall  not  without the prior written consent of the
Holder  issue  any  securities whatsoever other than Common Stock.  In the event
that  the  Company  shall, upon the consent of the Holder, after the date hereof
issue  securities  with  greater  or  superior  voting rights than the shares of
Common  Stock  outstanding as of the date hereof, the Holder, at its option, may


<PAGE>
receive upon exercise of any Series__ Warrant either shares of Common Stock or a
like  number  of  such  securities  with  greater  or  superior  voting  rights.

     8.4  MERGER  OR CONSOLIDATION.  In case of any consolidation of the Company
          ------------------------
with,  or  merger  of  the  Company with, or merger of the Company into, another
corporation  (other  than a consolidation or merger which does not result in any
reclassification  or  change  of  the outstanding Common Stock), the corporation
formed by such consolidation or merger shall execute and deliver to the Holder a
supplemental  warrant  agreement  providing  that  the  holder  of each Series__
Warrant  then  outstanding  or to be outstanding shall have the right thereafter
(until  the  expiration  of  such Series__ Warrant) to receive, upon exercise of
such  warrant,  the  kind and amount of shares of stock and other securities and
property receivable upon such consolidation or merger, by a holder of the number
of  shares  of Common Stock of the Company for which such Series__ Warrant might
have  been  exercised  immediately  prior to such consolidation, merger, sale or
transfer.  Such  supplemental  warrant  agreement  shall provide for adjustments
which  shall  be  identical to the adjustments provided in Section 8.  The above
provision  of this subsection shall similarly apply to successive consolidations
or  mergers.

     8.5  NO  ADJUSTMENT  OF  EXERCISE PRICE IN CERTAIN CASES.  No adjustment of
          ---------------------------------------------------
the  Exercise  Price  shall  be  made:

          (a)  upon  the  issuance or sale of the Series__ Warrant or the shares
of Common Stock issuable upon the exercise of the Series__ Warrant; or

          (b)  If the amount of said adjustment shall be less than two (2) cents
per  Warrant  Security, provided, however, that in such case any adjustment that
would  otherwise  be required then to be made shall be carried forward and shall
be  made  at the time of and together with the next subsequent adjustment which,
together  with  any  adjustment so carried forward, shall amount to at least two
(2)  cents  per  Warrant  Security.


     9.   EXCHANGE  AND  REPLACEMENT  OF  WARRANT  CERTIFICATES.  Each  Warrant
          -----------------------------------------------------
Certificate  is  exchangeable without expense, upon the surrender thereof by the
registered  Holder  at  the principal executive office of the Company, for a new
Warrant  Certificate  of  like  tenor and date representing in the aggregate the
right to purchase the same number of Common Stock in such denominations as shall
be  designed  by  the  Holder  thereof  at  the  time  of  such  surrender.


<PAGE>
     Upon  receipt  by  the Company of evidence reasonably satisfactory to it of
the  loss,  theft, destruction or mutilation of any Warrant Certificate, and, in
case  of  loss,  theft  or  destruction,  of  indemnity  or  security reasonably
satisfactory  to it, and reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of the Series__ Warrant,
if  mutilated,  the  Company  will make and deliver a new Warrant Certificate of
like  tenor,  in  lieu  thereof.


     10.  ELIMINATION  OF  FRACTIONAL  INTERESTS.  The  Company  shall  not  be
          --------------------------------------
required to issue fractional shares of Common Stock or the Series__ Warrant upon
the  exercise  of  the Series__ Warrant.  Warrants may only be exercised in such
multiples  as  are required to permit the issuance by the Company of one or more
whole  shares  of  Common  Stock.  If  one  or  more  Series__  Warrant shall be
presented  for  exercise in full at the same time by the same Holder, the number
of  whole  shares  of  Common  Stock  which shall be issuable upon such exercise
thereof  shall  be  computed  on  the basis of the aggregate number of shares of
Common  Stock  purchasable on exercise of the Series__ Warrant so presented.  If
any  fraction  of  a  share  of  Common  Stock  would, except for the provisions
provided  herein,  be  issuable  on  the  exercise  of  any Series__ Warrant (or
specified  portion  thereof),  the  Company shall pay an amount in cash equal to
such  fraction  multiplied by the then current market value of a share of Common
Stock,  determined  as  follows:

          (1)  If  the  Common  Stock is listed, or admitted to unlisted trading
privileges  on  the  New  York  Stock  Exchange  ("NYSE")  or the American Stock
Exchange  ("AMEX"), or is traded on the NSM, the current market value of a share
of Common Stock  shall be the closing sale price of the Common Stock  at the end
of  the  regular  trading  session on the last business day prior to the date of
exercise  of  the Series__ Warrant on whichever of such exchanges or NSM had the
highest  average  daily  trading  volume  for  the  Common Stock on such day; or

          (2)  If the Common Stock is not listed or admitted to unlisted trading
privileges,  on  either  the  NYSE  or the AMEX and is not traded on NSM, but is
quoted  or  reported  on  Nasdaq,  the current market value of a share of Common
Stock  shall  be  the closing price (or the last sale price, if then reported by
Nasdaq)  of  the  Common  Stock  at  the  end  of  the  regular


<PAGE>
trading  session  on  the last business day prior to the date of exercise of the
Series__ Warrant as quoted or reported on Nasdaq; or

          (3)  If  the  Common  Stock  is  not  listed,  or admitted to unlisted
trading  privileges, on either of the NYSE or the AMEX, and is not traded on NSM
or  quoted  or reported on Nasdaq, but is listed or admitted to unlisted trading
privileges  on  the  BSE or another national securities exchange (other than the
NYSE  or the AMEX), the current market value of a share of Common Stock shall be
the  closing price of the Common Stock at the end of the regular trading session
on  the  last business day prior to the date of exercise of the Series__ Warrant
on  whichever of such exchanges has the highest average daily trading volume for
the  Common  Stock  on  such  day;  or

          (4)  If the Common Stock is not listed or admitted to unlisted trading
privileges  on any national securities exchange, or listed for trading on NSM or
quoted  or reported on Nasdaq, but is traded in the over-the-counter market, the
current  market  value  of  a share of Common Stock  shall be the average of the
last reported bid and asked prices of the Common Stock  reported by the National
Quotation Bureau, Inc. on the last business day prior to the date of exercise of
the  Series__  Warrant;  or

          (5)  If  the  Common Stock as the case may be, is not listed, admitted
to  unlisted  trading  privileges on any national securities exchange, or listed
for  trading on NSM or quoted or reported on Nasdaq, and bid and asked prices of
the  Common  Stock  are not reported by the National Quotation Bureau, Inc., the
current  market  value  of  a share of Common Stock shall be an amount, not less
than  the book value thereof as of the end of the most recently completed fiscal
quarter  of  the  Company  ending  prior  to the date of exercise, determined in
accordance  with  generally  acceptable  accounting  principles,  consistently
applied.


     11.  RESERVATION AND LISTING OF SECURITIES.  The Company shall at all times
          -------------------------------------
reserve  and keep available out of its authorized shares of Common Stock, solely
for  the  purpose  of  issuance  upon  the exercise of the Series__ Warrant such
number  of  shares  of Common Stock or other securities, properties or rights as
shall  be  issuable upon the exercise thereof.  The Company covenants and agrees
that,  upon  exercise  of the Series__ Warrant and payment of the Exercise Price
therefore,  all  shares  of Common Stock and other Securities issuable upon such
exercise


<PAGE>
shall  be duly and validly issued, fully paid, non-assessable and not subject to
the preemptive rights of any stockholder.  As long as the Series__ Warrant shall
be  outstanding,  the  Company shall use its best efforts to cause all shares of
Common  Stock  issuable  upon the exercise of the Series__ Warrant  to be listed
(subject  to  official  notice of issuance) on all securities exchanges on which
the Common Stock  issued to the public in connection herewith may then be listed
and  quoted  on  NSM.


     12.  NOTICES TO WARRANT HOLDERS.  Nothing contained in this Agreement shall
          --------------------------
be  construed  as conferring upon the Holders the right to vote or to consent or
to  receive  notice  as a stockholder in respect of any meetings of stockholders
for  the  election  of  directors  or  any other matter, or as having any rights
whatsoever  as  a stockholder of the Company.  If, however, at any time prior to
the expiration of the Series__ Warrants and their exercise, any of the following
events  shall  occur:

          (a)  the  Company  shall take a record of the holders of its shares of
Common  Stock  for  the  purpose  of  entitling  them  to  receive a dividend or
distribution  payable  other  than  in  cash, or a cash dividend or distribution
payable  other  than  out  of  current or retained earnings, as indicated by the
accounting  treatment  of  such  dividend  or  distribution  on the books of the
Company;  or

          (b)  the  Company  shall  offer to all the holders of its Common Stock
any  additional shares of capital stock of the Company or securities convertible
into  or exchangeable for shares of capital stock of the Company, or any option,
right  or  warrant to subscribe therefore; or (c)  a dissolution, liquidation or
winding  up  of  the  Company  (other than in connection with a consolidation or
merger)  or  a  sale  of  all  or  substantially all of its property, assets and
business  as  an  entirety  shall  be proposed; then, in any one or more of said
events,  the  Company  shall  give written notice of such event at least fifteen
(15)  days  prior  to the date fixed as a record date or the date of closing the
transfer  books  for  the  determination  of  the  stockholders entitled to such
dividend,  distribution,  convertible or exchangeable securities or subscription
rights,  or  entitled to vote on such proposed dissolution, liquidation, winding
up  or  sale.  Such notice shall specify such record date or the date of closing
the  transfer  book,  as  the  case  may be.  Failure to give such notice or any
defect  therein  shall not affect the validity of any action taken in connection
with  the


<PAGE>
declaration  or payment of any such dividend, or the issuance of any convertible
or  exchangeable securities, or subscription rights, options or warrants, or any
proposed dissolution, liquidation, winding up or sale.


     13.  NOTICE.
          ------

     All notices, requests, consents and other communications hereunder shall be
in  writing  and shall be deemed to have been duly made and sent when delivered,
or mailed by registered or certified mail, return receipt requested:

          (a)     If  to  the  registered Holder of the Series__ Warrant, to the
address of such Holder as shown on the books of the Company; or

          (b)     If  to  the  Company,  to  the  address set forth in Section 3
hereof  or  to  such other address as the Company may designate by notice to the
Holders.


     14.  SUPPLEMENTS  AND AMENDMENTS.  The Company and the Holder may from time
          ---------------------------
to  time  supplement or amend this Agreement without the approval of any Holders
of Warrant Certificates in order to cure any ambiguity, to correct or supplement
any  provision  contained herein which may be defective or inconsistent with any
provisions  herein,  or  to  make  any  other provisions in regard to matters or
questions  arising hereunder which the Company and the Holder may deem necessary
or  desirable  and  which  the  Company  and the Holder deem shall not adversely
affect the interests of the Holders of Warrant Certificates.


     15.  SUCCESSORS.  All  the covenants and provisions of this Agreement shall
          ----------
be  binding  upon and inure to the benefit of the Company, the Holders and their
respective  successors  and  assigns  hereunder.


     16.  TERMINATION.  This  Agreement shall terminate at the close of business
          -----------
on  ________,  2006.  Notwithstanding  the  foregoing,  the  indemnification
provisions  of  Section  7  shall  survive  such  termination until the close of
business  on  ________,  2012.


<PAGE>
     17.  GOVERNING  LAW;  SUBMISSION  TO JURISDICTION.  This Agreement and each
          --------------------------------------------
Warrant Certificate issued hereunder shall be deemed to be a contract made under
the  laws  of  the  State of New York and for all purposes shall be construed in
accordance  with  the  laws  of said State without giving effect to the rules of
said  State  governing  the  conflicts  of  laws.

     The  Company, the Holder and any other registered Holders hereby agree that
any  action,  proceeding  or claim against it arising out of, or relating in any
way  to, this Agreement shall be brought and enforced in the courts of the State
of  New York or of the United States of America for the Southern District of New
York,  and irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive.  The  Company,  the  Holder  and  any other registered Holders hereby
irrevocably  waive  any objection to such exclusive jurisdiction or inconvenient
forum.  Any  such  process  or summons to be served upon any of the Company, the
Holder  and  the  Holders  (at  the  option  of  the party bringing such action,
proceeding or claim) may be served by transmitting a copy thereof, by registered
or certified mail, return receipt requested, postage prepaid, addressed to it at
the  address  set  forth  in  Section  14  hereof.  Such mailing shall be deemed
personal  service and shall be legal and binding upon the party so served in any
action,  proceeding  or claim.  The Company, the Holder and any other registered
Holders  agree  that  the prevailing party(ies) in any such action or proceeding
shall  be  entitled  to  recover  from  the  other  party(ies) all of its'/their
reasonable  legal  costs  and expenses relating to such action or proceeding and
incurred  in  connection  with  the  preparation  therefore.


     18.  ENTIRE  AGREEMENT;  MODIFICATION.  This  Agreement contains the entire
          --------------------------------
understanding  between  the  parties  hereto  with respect to the subject matter
hereof and may not be modified or amended except by a writing duly signed by the
party  against  whom  enforcement  of  the  modification or amendment is sought.


     19.  SEVERABILITY.  If  any provision of this Agreement shall be held to be
          ------------
invalid  or  unenforceable, such invalidity or unenforceability shall not affect
any  other  provision  of  this  Agreement.


<PAGE>
     20.  CAPTIONS.  The  caption headings of the Sections of this Agreement are
          --------
for  convenience  of  reference  only  and  are not intended, nor should they be
construed as, a part of this Agreement and shall be given no substantive effect.


     21.  BENEFITS  OF  THIS  AGREEMENT.  Nothing  in  this  Agreement  shall be
          -----------------------------
construed  to  give  to any person or corporation other than the Company and the
Holder  and any other registered Holder(s) of the Warrant Certificates or Common
Stock  any  legal  or equitable right, remedy or claim under this Agreement; and
this  Agreement  shall be for the sole benefit of the Company and the Holder and
any other registered Holders of Warrant Certificates or Common Stock.


     22.  COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
          ------------
counterparts  and  each of such counterparts shall for all purposes be deemed to
be  an original, and such counterparts shall together constitute but one and the
same  instrument.


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

                                 NEW YORK HEALTH CARE, INC.


                         By:  /s/__________________________________
                                 Name:     Jerry Braun
                                 Title:    Chief Executive Officer


                              /s/__________________________________


<PAGE>
                                    EXHIBIT A

                     [FORM OF SERIES__ WARRANT CERTIFICATE]

THE  WARRANTS  REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON  EXERCISE  THEREOF  MAY  NOT  BE  OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN
EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE
EXTENT  APPLICABLE,  RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING  TO  THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF
SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN
EXEMPTION  FROM  REGISTRATION  UNDER  SUCH  ACT  IS  AVAILABLE.

THE  TRANSFER  OR  EXCHANGE  OF  THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED  IN  ACCORDANCE  WITH  THE  WARRANT  AGREEMENT  REFERRED  TO  HEREIN.

                            EXERCISABLE ON OR BEFORE
                    5:00 P.M., NEW YORK TIME, ________, 2006

No. ____                                    Series__  Warrant to Purchase
                                            ________  Shares of Common Stock

                          SERIES__ WARRANT CERTIFICATE

     This Warrant Certificate certifies that ___________, or registered assigns,
is  the  registered  holder  of  _____________  (_______)  Warrants  to purchase
initially,  at  any time from ___________, 2003 until 5:00 p.m. New York time on
________,  2006  ("Expiration  Date"), up to _____________ (________) fully-paid
and  non-assessable  shares  of common stock, $.01 par value ("Common Stock") of
New  York  Health  Care,  Inc.,  a  New York corporation (the "Company"), at the
initial  exercise  price, subject to adjustment in certain events (the "Exercise
Price"),  equal  to $______ per share upon surrender of this Warrant Certificate
and  payment  of  the  Exercise Price at an office or agency of the Company, but
subject to the conditions set forth herein and in the Warrant Agreement dated as
of  ________,  2003  between  the  Company  and  H.  Gene  Berger  (the "Warrant
Agreement").  Payment  of  the  Exercise  Price  shall  be  made by certified or
official bank check in New York Clearing House funds payable to the order of the
Company  or  by  surrender  of  this  Warrant  Certificate.

     No  Warrant  may  be  exercised  after  5:00  p.m.,  New  York time, on the
Expiration  Date,  at which time all Warrants evidenced hereby, unless exercised
prior  thereto,  hereby  shall  thereafter  be  void.

     The  Warrants  evidenced  by  this  Warrant  Certificate are part of a duly
authorized  issue  of  Warrants  issued pursuant to the Warrant Agreement, which
Warrant  Agreement  is  hereby


<PAGE>
incorporated  by  reference  in and made a part of this instrument and is hereby
referred  to for a description of the rights, limitation of rights, obligations,
duties  and  immunities  thereunder  of  the  Company and the holders (the words
"holders"  or  "holder"  meaning the registered holders or registered holder) of
the  Warrants.

     The  Warrant  Agreement provides that upon the occurrence of certain events
the  Exercise Price and the type and number of the Company's securities issuable
thereupon  may,  subject to certain conditions, be adjusted.  In such event, the
Company  will,  at  the  request  of the holder, issue a new Warrant Certificate
evidencing  the  adjustment  in  the  Exercise  Price and the number and type of
securities  issuable  upon the exercise of the Warrants; provided, however, that
the  failure  of the Company to issue such new Warrant Certificates shall not in
any  way  change,  alter,  or  otherwise impair, the rights of the holder as set
forth  in  the  Warrant  Agreement.

     Upon  due  presentment  for  registration  of  transfer  of  this  Warrant
Certificate  at an office or agency of the Company, a new Warrant Certificate of
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of  Warrants  shall  be issued to the transferee(s) in exchange for this Warrant
Certificate,  subject  to  the  limitations  provided  herein and in the Warrant
Agreement,  without  any  charge except for any tax or other governmental charge
imposed  in  connection  with  such  transfer.

     Upon  the  exercise  of  less  than  all  of the Warrants evidenced by this
Certificate,  the  Company  shall  forthwith  issue  to  the holder hereof a new
Warrant  Certificate  representing  such  numbered  unexercised  Warrants.

     The  Company  may  deem  and  treat  the registered holder(s) hereof as the
absolute  owner(s)  of this Warrant Certificate (notwithstanding any notation of
ownership  or  other  writing  hereon  made  by  anyone), for the purpose of any
exercise  hereof,  and  of any distribution to the holder(s) hereof, and for all
other  purposes,  and  the  Company  shall  not be affected by any notice to the
contrary.

     All terms used in this Warrant Certificate which are defined in the Warrant
Agreement  shall  have  the  meanings assigned to them in the Warrant Agreement.

     IN  WITNESS  WHEREOF, the Company has caused this Warrant Certificate to be
duly  executed  under  its  corporate  seal.

Dated as of ________, 2003
Attest:                                       NEW YORK HEALTH CARE, INC.


/s/_____________________________      By:    /s/______________________________
Name:     Jacob Rosenberg                    Name:     Jerry Braun
Title:    Secretary                          Title:    Chief Executive Officer


                              [FORM OF ASSIGNMENT]


<PAGE>


             (To be executed by the registered holder if such holder
                  desires to transfer the Warrant Certificate.)



     FOR VALUE RECEIVED ____________________ hereby sells, assigns and unto


                  (Please print name and address of transferee


this  Warrant  Certificate, together with all right, title and interest therein,
and  does  hereby reasonably constitute and appoint ___________________________,
as  Attorney,  to  transfer  the  within Warrant Certificate on the books of the
within-named  Company,  with  full  power  of  substitution.


Date:______________         Signature:____________________________________
                                   (Signature must conform in all respects
                                     to name of holder as specified on the
                                     face of the Warrant Certificate.)




                                   (Insert Social Security or Other Identifying
                                   Number of Assignee)


<PAGE>
                         [FORM OF ELECTION TO PURCHASE]


     The  undersigned  hereby  irrevocably  elects  to  exercise  the  right,
represented by this Warrant Certificate, to purchase:

     _______________Shares
     _______________Series__  Warrants

and herewith tenders in payment for such securities a certified or official bank
check  payable  in New York Clearing House Funds to the order of New York Health
Care,  Inc.,  in the amount of $__________________, or a total of ______________
shares  of  the  Securities  issuable  upon  exercise  of  the  Warrant,  all in
accordance  with the terms of the Warrant Agreement dated ________, 2003 between
the  undersigned  and New York Health Care, Inc.  The undersigned request that a
certificate  for  such  Securities be registered in the name of whose address is
and that such Certificate be delivered to whose address is.


Date:______________         Signature:____________________________________
                                   (Signature must conform in all respects
                                     to name of holder as specified on the
                                     face of the Warrant Certificate.)




                                   (Insert Social Security or Other Identifying
                                   Number of Assignee)


<PAGE>