EXHIBIT 10.57

                           NEW YORK HEALTH CARE, INC.

                           PERFORMANCE INCENTIVE PLAN
  (As Amended Effective July 6, 1996, June 25, 1998, June 23, 1999, December 18,
                           2000 and December 10, 2002)


1.     DEFINITIONS:  As  used  herein,  the  following  definitions shall apply:

     (a)   "Committee"  shall  mean  a  Committee  meeting the standards of Rule
16b-3 of the Rules and Regulations under the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act"), or any similar successor rule, appointed by the
Board  of  Directors  of  the  Company  to  administer  the  Plan or, if no such
Committee is appointed the Board of Directors as a whole shall be the Committee.
A  majority  of  members  of the Committee shall be "disinterested directors" as
defined  by  Rule  16b-3  of  the  Exchange  Act.

     (b)   "Common  Stock"  means the Common Stock, par value $.01 per share, of
the  Company.

     (c)   "Company"  shall  mean  New  York  Health  Care,  Inc.,  a  New  York
corporation,  or  any  successor  thereof.

     (d)   "Eligible  Person" means any individual who performs services for the
Company  or  a  Subsidiary,  who  is  a key employee, officer or director of the
Company or a Subsidiary and is included on the regular payroll of the Company or
a  Subsidiary.

     (e)   "Incentive  Option"  shall  mean  an  option to purchase Common Stock
which meets the requirements set forth in the Plan and also meets the definition
of  an  incentive  stock option set forth in Section 422 of the Internal Revenue
Code  of  1986,  as  amended  (the  "Code").  The  stock option agreement for an
Incentive  Option  shall  state  that  the option is intended to be an Incentive
Option.

     (f)   "Nonqualified  Option"  shall mean an option to purchase Common Stock
which  meets  the  requirements  set  forth  in  the  Plan but does not meet the
definition  of  an  incentive stock option set forth in Section 422 of the Code.
The stock option agreement for a Nonqualified Option shall state that the option
is  intended  to  be  a  Nonqualified  Option.

     (g)   "Participant"  shall  mean  any  Eligible  Person  designated  by the
Committee  under  Paragraph  6  for  participation  in  the  Plan.

     (h)   "Plan"  shall  mean  this Performance Incentive Plan for the Company.

     (i)   "Subsidiary"  shall  mean  any  Company  in  which  the  Company owns
directly  or  indirectly,  stock possessing more than twenty-five percent of the
combined  voting  power  of  all  classes  of  stock;  provided however, that an
Incentive  Option  may  be granted to a key employee of a Subsidiary only if the
Company  owns,  directly or indirectly, 50% or more of the total combined voting
power  of  all  classes  of  stock  of  the  Subsidiary.


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2.   PURPOSE  OF PLAN:  The purpose of the Plan is to provide key employees with
incentives  to make significant and extraordinary contributions to the long-term
performance and growth of the Company and its Subsidiaries and to increase their
personal  interest  in the continued success and progress of the Company and its
Subsidiaries.

3.   ADMINISTRATION:  The  Plan shall be administered by the Committee.  Subject
to  the  provisions  of  the  Plan,  the  Committee  shall determine, from those
eligible  to  be  Participants  under  the Plan, the persons to be granted stock
options, the amount of stock to be optioned or granted to each such person,  and
the terms and conditions of any stock options.  Subject to the provisions of the
Plan,  the  Committee  is authorized to interpret the Plan, to promulgate, amend
and  rescind  rules  and  regulations relating to the Plan and to make all other
determinations  necessary  or  advisable for its administration.  Interpretation
and  construction  of  any provision of the Plan by the Committee shall be final
and  conclusive.  Acts  approved  by either a majority of the members present at
any  meeting at which a quorum is present, or without a meeting by the unanimous
written  approval  of  the  members  of  the Committee, shall be the acts of the
Committee.

4.   INDEMNIFICATION  OF COMMITTEE MEMBERS:  In addition to such other rights of
indemnification  as  they  may  have,  the  members  of  the  Committee shall be
indemnified by the Company against the reasonable expenses, including attorneys'
fees,  actually  and  necessarily incurred in connection with the defense of any
action,  suit  or proceeding, or in connection with any appeal therein, to which
they  or  any of them may be a party by reason of any action taken or failure to
act  under  or  in connection with the Plan or any option granted hereunder, and
against all amounts paid by them in settlement thereof (provided such settlement
is  approved  by  the  Board  of  Directors  of  the Company) or paid by them in
satisfaction  of  a  judgment  in any such action, suit or proceeding, except in
relation  to  matters  as  to which it shall be adjudged in such action, suit or
proceeding that such Committee member has acted in bad faith; provided, however,
that  within  sixty  days  after  receipt  of  notice of institution of any such
action, suit or proceeding a Committee member shall offer the Company in writing
the  opportunity,  at  its  own  cost,  to  handle  and  defend  the  same.

5.   MAXIMUM  NUMBER OF SHARES SUBJECT TO PLAN:  The maximum number of shares of
Common  Stock  with respect to which stock options may be granted under the Plan
shall  be  4,712,500  shares, of which 262,500 shares were initially authorized,
420,000 shares were authorized by the Board of Directors and stockholders of the
Company  on  June  25, 1998 for issuance at the rate of up to 210,000 shares per
year for each of any two years prior to the time the Plan terminates as provided
in  paragraph  21,  350,000 shares were authorized by the Board of Directors and
stockholders of the Company on June 23, 1999 for issuance after January 1, 2000,
450,000  were  authorized  by  the  Board  of  Directors and stockholders of the
Company  on  December 18, 2000 for issuance after January 1, 2001, and 3,230,000
were  authorized  by  the  Board of Directors and stockholders of the Company on
December  10, 2002.  Shares of Common Stock shall be made available for issuance
pursuant  to  the  Plan  either  from  shares  of Common Stock reacquired by the
Company or from authorized but unissued shares.  Any shares of Common Stock with
respect  to  which stock options have expired for any reason other than exercise
of  such  stock options or which are forfeited back to the Company, shall not be
available  for  issuance  pursuant  to  the  Plan.


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The  number  of shares of Common Stock subject to each outstanding stock option,
the  option  price  with respect to outstanding stock options, and the aggregate
number  of  shares available at any time under the Plan shall be subject to such
adjustment  as  the  Committee,  in its discretion, deems appropriate to reflect
such  events  as  stock  dividends,  stock  splits,  recapitalization,  mergers,
consolidations  or  reorganizations of or by the Company; provided however, that
no  fractional  shares  shall  be  issued pursuant to the Plan, no rights may be
granted  under  the  Plan  with respect to fractional shares, and any fractional
shares  resulting from such adjustments shall be eliminated from any outstanding
stock  option.

6.   PARTICIPANTS:  The  Committee  shall  determine  and designate from time to
time,  in  its sole discretion, those Eligible Persons to whom stock options are
to  be  granted  or  awarded and who thereby become Participants under the Plan.
Notwithstanding  the  foregoing,  Incentive  Options  may  be granted (i) to key
employees  of a Subsidiary only if the Company owns, directly or indirectly, 50%
or  more  of  the  total  combined  voting  power of all classes of stock of the
Subsidiary,  and  (ii)  in  all circumstances, only to key employees eligible to
receive  Incentive  Options  pursuant  to  Section  422  of  the  Code.

7.   WRITTEN  AGREEMENT:  Each  stock  option  shall  be  evidenced by a written
agreement  between  the  Company  and  the  Participant  and  shall contain such
provisions  as  may  be  approved  by  the  Committee.  Such  agreements  shall
constitute  binding contracts between the Company and the Participant, and every
Participant,  upon acceptance of such agreement, shall be bound by the terms and
restrictions  of  the  Plan  and  of  such  agreement.  The  terms  of each such
agreement  shall  be in accordance with the Plan, but the agreements may include
such  additional  provisions  and  restrictions  determined  by  the  Committee,
provided  that  such additional provisions and restrictions are not inconsistent
with  the  terms  of  the  Plan.

8.   ALLOTMENT  OF  SHARES:  The Committee shall determine and fix the number of
shares  of  Common  Stock  with respect to which each Participant may be granted
stock  options  provided  however, that no Incentive Option may be granted under
the  Plan to any one Participant which would result in the aggregate fair market
value,  determined  as  of  the date the option is granted, of Common Stock with
respect  to  which  Incentive Options are exercisable for the first time by such
Participant  during  any  calendar year under any plan maintained by the Company
(or  any  parent  or  subsidiary  Company  of  the  Company) exceeding $100,000.

9.   STOCK OPTIONS:  Subject to the terms of the Plan the Committee may grant to
Participants  either Incentive Options, Nonqualified Options  or any combination
thereof.  Each  option  granted  under  the  Plan  shall designate the number of
shares covered thereby, if any, with respect to which the option is an Incentive
Option,  and  the number of shares of Common Stock covered thereby, if any, with
respect  to  which  the  option  is  a  Nonqualified  Option.

10.  STOCK  OPTION  PRICE:  Subject to the rules set forth in this Paragraph 10,
at the time any stock option is granted, the Committee shall establish the price
per  share  for  which  the  shares of Common Stock covered by the option may be
purchased.  With  respect  to  an  Incentive Option or Nonqualified Option, such
option  price shall not be less than 100% of the fair market value of a share of
Common  Stock  on  the  date on which such option is granted; provided, however,
that  with respect to an Incentive Option granted to an employee who at the time
of the grant owns (after applying the attribution rules of Section 424(d) of the
Code)  more  than  10%  of the total combined voting power of all classes of the
stock  of  the  Company  or  of  any  parent  or  subsidiary,


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the  option  price shall not be less 110% of the fair market value of a share of
Common Stock on the date such Incentive Option is granted.   For purposes of the
Plan,  the "fair market value" of a share of Common Stock means the closing sale
price  on  a specified date of a share on the principal United States securities
exchange registered under the Exchange Act on which such stock is listed, or, if
such  stock  is  not listed on any such exchange, on the National Association of
Securities Dealers, Inc. Automated Quotations Systems or any system then in use,
or,  if  no  such Quotations are available, the fair market value on a specified
date  of a share as determined by the Committee in good faith.  The option price
shall  be subject to adjustment in accordance with the provisions of Paragraph 5
of  the  Plan.

11.  PAYMENT  OF STOCK OPTION PRICE:  At the time of the exercise in whole or in
part  of any stock option granted hereunder, payment of the option price in full
in  cash  or in Common Stock, shall be made by the Participant for all shares so
purchased.  In  the  discretion  of  and  subject  to  such conditions as may be
established  by  the  Committee, payment of the option price may also be made by
the  Company  retaining  from  the  shares  of Common Stock to be delivered upon
exercise of the stock option that number of shares having a fair market value on
the  date  of  exercise  equal  to the option price of the number of shares with
respect  to  which the Participant exercises the stock option.  Such payment may
also be made in such other manner as the Committee determines is appropriate, in
its  sole  discretion.  No  Participant  shall  have  any  of  the  rights  of a
shareholder  of  the Company under any stock option until the actual issuance of
shares  to  said  Participant, and prior to such issuance no adjustment shall be
made  for  dividends,  distributions  or other rights in respect of such shares,
except  as  provided  in  Paragraph  5.

12.  GRANTING  AND  EXERCISE  OF  STOCK  OPTIONS:  Each  stock  option  granted
hereunder,  including  but not limited to the unexercised portion of those stock
options outstanding on June 23, 1999, shall be exercisable in either one, two or
three equal annual installments, as may be designated by the Committee from time
to  time;  provided,  however,  that  no  stock  option  granted  in conjunction
therewith may be exercisable prior to the expiration of six months from the date
of  grant  unless  the Participant dies or becomes disabled prior thereto.  If a
Participant  who is granted a stock option is a person who is regularly required
to  report  his  ownership  and  changes  in  ownership  of  Common Stock to the
Securities  and  Exchange  Commission, then any election to exercise, as well as
any  actual  exercise  of his stock option, shall be made only during the period
beginning  on  the  third  business  day  and ending on the twelfth business day
following  the  release  for  publication  by the Company of quarterly or annual
summary statements of sales and earnings.  Notwithstanding anything contained in
the Plan to the contrary, stock options shall always be granted and exercised in
such  a  manner  as  to  conform  to  the  provisions  of  Rule l6b-3(e), or any
replacement  rule,  adopted  pursuant to the provisions of the Exchange Act.  In
addition,  the  value  (determined  at the time the option is granted) of Common
Stock with respect to which Incentive Options are exercisable for the first time
by  a  Participant  during  any  calendar  year  shall  not  exceed  $100,000.

A  Participant  may exercise a stock option, if then exercisable, in whole or in
part  by delivery to the Company of written notice of the exercise, in such form
as  the  Committee may prescribe, accompanied by (i) full payment for the shares
with  respect  to  which  the  stock  option  is  exercised, or (ii) in the sole
discretion  of the Committee and subject to the requirements of Regulation T (as
in effect from time to time) under the Exchange Act, irrevocable instructions to
a  stockbroker  to  promptly  deliver to the Company full payment for the shares
with  respect  to  which  the stock option is exercised from the proceeds of the
stockbroker's  sale  of  or  loan  against


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the  shares.  Except as provided in Paragraph 17, stock options may be exercised
only  while  the  Participant  is  an employee of, or performing service to, the
Company  or  a  Subsidiary.

Successor  stock  options  may be granted to the same Participant whether or not
the  stock  option(s) previously granted to such Participant remain unexercised.
A  Participant may exercise a stock option, if then exercisable, notwithstanding
that  stock  options  previously granted to such Participant remain unexercised.

13.  NON-TRANSFERABILITY  OF  STOCK  OPTIONS:  No stock option granted under the
Plan  to  a Participant shall be transferable by such Participant otherwise than
by  will,  or  by the laws of descent and distribution, and such option shall be
exercisable,  during  the  lifetime of the Participant, only by the Participant.

14.  TERM OF STOCK OPTIONS:  If not sooner terminated, each stock option granted
hereunder  shall  expire  not  more  than  ten  (10)  years from the date of the
granting  thereof.

15.  CONTINUATION  OF EMPLOYMENT:  The Committee may require, in its discretion,
that  any  Participant  under  the  Plan to whom a stock option shall be granted
shall  agree  in  writing as a condition of the granting of such stock option to
remain  in  the  employ of, or continue to provide services to, the Company or a
Subsidiary for a designated minimum period from the date of the granting of such
stock  option  as  shall  be  fixed  by  the  Committee.

16.  TERMINATION  OF EMPLOYMENT:  If a Participant's employment by, or provision
of  services  to, the Company or a Subsidiary shall be terminated, the Committee
may,  in  its  discretion,  permit the exercise of stock options granted to such
Participant  (i)  for a period not to exceed one year following such termination
of  employment  with  respect to Incentive Options, and (ii) for a period not to
extend  beyond  the  expiration  date  with  respect  to  Nonqualified  Options;
provided, however, that no Incentive Option may be exercised after  three months
following  a Participant's termination of employment, unless such termination of
employment  is  due  to the Participants death or permanent disability, in which
event  the  Incentive Option may be permitted to be exercised for up to one year
following  the  Participant's  termination of employment for such reason.  In no
event, however, shall a stock option be exercisable subsequent to its expiration
date and, furthermore, unless the Committee otherwise determines, a stock option
may only be exercised after termination of a Participant's employment or service
to  the  extent  exercisable  on  the  date of termination of employment or as a
result  of  termination  of  employment.

17.  INVESTMENT  PURPOSE:  If the Committee in its discretion determines that as
a  matter  of  law  such  procedure  is  or  may  be desirable, it may require a
Participant,  upon  any acquisition of Common Stock hereunder and as a condition
to the Company's obligation to deliver certificates representing such shares, to
execute  and deliver to the Company a written statement, in form satisfactory to
the Committee, representing and warranting that the Participant's acquisition of
shares  of  Common  Stock shall be for such person's own account, for investment
and  not  with  a  view  to  the  resale  or  distribution  thereof and that any
subsequent  offer  for  sale  or  sale  of  any such shares shall be made either
pursuant  to  (a)  a  Registration  Statement  on  an appropriate form under the
Securities  Act  of  1933, as amended (the "Securities Act"), which Registration
Statement  has  become effective and is current with respect to the shares being
offered and sold, or (b) a specific exemption from the registration requirements
of  the  Securities  Act,  but in claiming such exemption the Participant shall,
prior  to  any  offer  for  sale  or  sale  of  such  shares,


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obtain  a  favorable written opinion from counsel for or approved by the Company
as  to  the  availability  of  such  exemption.  The  Company  may  endorse  an
appropriate  legend  referring to the foregoing restriction upon the certificate
or certificates representing any shares issued or transferred to the Participant
under  this  Plan.

18.  RIGHTS  TO  CONTINUED  EMPLOYMENT:  Nothing contained in the Plan or in any
stock  option  granted  or awarded pursuant to the Plan, nor any action taken by
the  Committee  hereunder,  shall  confer  upon  any  Participant any right with
respect  to  continuation of employment by, or the provision of services to, the
Company  or  a Subsidiary nor interfere in any way with the right of the Company
or  a  Subsidiary  to  terminate such person's employment or service at any time
with  or  without  cause.

19.  WITHHOLDING  PAYMENTS:  If  upon  the exercise of a Nonqualified Option, or
upon a disqualifying disposition (within the meaning of Section 422 of the Code)
of  shares acquired upon exercise of an Incentive Option, there shall be payable
by  the  Company  or  a  Subsidiary any amount of income tax withholding, in the
Committee's  sole  discretion, either the Company shall appropriately reduce the
amount  of Common Stock or cash to be paid to the Participant or the Participant
shall  pay  such  amount  to  the Company or Subsidiary to reimburse it for such
income  tax  withholding.  The  Committee  may,  in  its sole discretion, permit
Participants  to  satisfy  such withholding obligations, in whole or in part, by
electing  to  have  the  amount  of Common Stock delivered or deliverable by the
Company  upon exercise of a stock option appropriately reduced or by electing to
tender Common Stock back to the Company subsequent to exercise of a stock option
to  reimburse  the Company for such income tax withholding, subject to the rules
and  regulations  as the Committee may adopt.  The Committee may make such other
arrangements  with  respect  to  income  tax  withholding as it shall determine.

20.  EFFECTIVENESS  OF  PLAN:  The Plan shall be effective as of March 26, 1996,
the  date  the  Board  of  Directors  of  the  Company  and  a  majority  of the
shareholders  of  the  Company  adopted  the  Plan.

21.  TERMINATION,  DURATION  AND  AMENDMENT OF PLAN: The Plan shall terminate on
March  26, 2006, and no stock options may be granted or awarded thereafter.  The
termination  of  the  Plan  shall  not  affect  the validity of any stock option
outstanding  on  the  date  of  termination.

For  the  purpose of conforming to any changes in applicable law or governmental
regulations,  or for any other lawful purpose, the Board of Directors shall have
the right, with or without approval of the shareholders of the Company, to amend
or  revise  the  terms  of the Plan or terminate the Plan at any time; provided,
however,  that  no such amendment or revisions or termination shall (i) increase
the  maximum number of shares of Common Stock in the aggregate which are subject
to the Plan (except as provided under the provisions of Paragraph 5), change the
class  of  persons  eligible  to  be  Participants  under the Plan or materially
increase  the benefits accruing to Participants under the Plan, without approval
or  ratification  of  the  shareholders of the Company; or (ii) change the stock
option  price  (except  as  contemplated  by Paragraph 5) or alter or impair any
stock option which shall have been previously granted or awarded under the Plan,
without  the  consent  of  the  holder  thereof.

22.  INTERPRETATION:  If  any  provision  of  the Plan should be held invalid or
illegal  for  any  reason,  such  determination  shall  not affect the remaining
provisions  hereof,  but  instead  the  Plan


<PAGE>
shall be construed and enforced as if such provision had  never been included in
the  Plan.  Without limiting the generality of the foregoing, transactions under
the  Plan are intended to comply with all applicable conditions of Rule 16b-3 or
its  successors promulgated under the Exchange Act.  To the extent any provision
of  the  Plan or any action by the Committee or the Board of Directors hereunder
is  inconsistent  with  the  foregoing requirements, it shall be deemed null and
void,  to  the  extent permitted by law and deemed advisable by the Committee or
the Board of Directors.  This Plan shall be governed by laws of the State of New
York.  Headings  contained  in the Plan are for convenience only and shall in no
manner  be  construed  as  part  of  the  Plan.  Any reference to the masculine,
feminine,  or  neuter  gender  shall  be  a reference to such other gender as is
appropriate.


                             STOCK OPTION AGREEMENT

     THIS  AGREEMENT, made as of this ___________, 2003 by NEW YORK HEALTH CARE,
INC.,  a  New  York  corporation  (hereinafter  called  the  "Company"),  with
__________________________  (hereinafter  called  the  "Optionee"):

     The  New  York Health Care Performance Incentive Plan (hereinafter referred
to  as  the  "Plan")  was  adopted by the Board of Directors and approved by the
Stockholders  on  March  26,  1996,  as amended effective July 6, 1996, June 25,
     1998, June 23, 1999, December 18, 2000 and December 10, 2002.

     This Agreement is subject to the provisions of the Plan, a copy of which is
annexed  hereto.  The Plan may hereafter be amended as provided therein and this
Agreement will also be subject to any such amendment.  The Plan, as from time to
     time amended, is incorporated herein and made a part of this Agreement.

     In  consideration for the Optionee's valuable service to the Company as its
________________  pursuant  and  subject  to  the  Plan,  and for other good and
valuable  consideration  as  expressed  in  this  Agreement,  the  Compensation
Committee of the Board of Directors, on ______________, 2003, directed the grant
to  the  Optionee of this option (the "Option"), effective the date set forth in
the  first  paragraph of this Agreement, to purchase in one, two or three annual
installments, commencing six (6) months from the date hereof, all or any part of
an  aggregate  of  _________ Thousand (__,000) shares of the Common Stock of the
     Company, par value $.01 per share, at a price of $_____ per share.

     The following terms and conditions shall apply to the Option:

     1.   The Option and all rights of the Optionee to purchase shares of Common
Stock  hereunder shall terminate on _______________, 2013  (hereinafter referred
to  as  the  "Expiration Date").  On or prior to the Expiration Date such Option
shall  be  exercisable subject to the terms of the Plan and the following terms:

          (a)   The  Optionee may exercise the Option with respect to all or any
part  of  the  shares  then exercisable by giving the Company written notice, as
provided in paragraph 2 hereof, of such exercise.  Such notice shall specify the
number  of  shares  as  to  which  the  Option


<PAGE>
is being exercised and shall be accompanied by payment in full in either cash or
Common Stock, as provided in paragraph 11 of the Plan, of an amount equal to the
option  price  of such shares multiplied by the number of shares as to which the
Option  is  being  exercised.

          (b)   As  soon  as practicable after receipt of the notice and payment
referred  to in subdivision (a) above, the Company shall deliver to the Optionee
at the principal office of the Company or at such other place as may be mutually
acceptable  to  the  Company and the Optionee, a certificate or certificates for
such  shares; provided, however, that the time of such delivery may be postponed
by the Company for such period of time as the Company may require to comply with
any  law or regulation applicable to the issuance or transfer of shares.  If the
Optionee fails for any reason to accept delivery of or any part of the number of
shares  specified  in  such  notice  upon tender of delivery thereof, his or her
right  to  purchase  such undelivered shares may be terminated by the Company by
notice  in  writing  to  the  Optionee  and  refund  of  the  payment.

          (c)   Prior  to  or  concurrently  with delivery by the Company to the
Optionee  of  a  certificate(s) representing such shares, the Optionee shall (i)
upon  notification  of  the  amount  due,  pay  promptly any amount necessary to
satisfy  applicable  federal,  state or local tax requirements, and (ii) if such
shares  are  not  then  registered  under  the  Securities Act of 1933, sign and
deliver  to  the  Company  an  investment letter confirming that such shares are
being  purchased for investment and not with a view to the distribution thereof,
and  the  Optionee shall give such other assurance and take such other action as
the  Company  shall  require  to  secure  compliance  with  any federal or state
securities  law  applicable  to  the  issuance  of  shares;  provided  that  the
out-of-pocket  expense  of such registration or compliance shall be borne by the
Company.

     2.   Any  notice  to  the  Company  provided  for  in  the  Option shall be
addressed to the Company at its principal office, in care of its Secretary, with
a  copy  to  Scheichet & Davis, P.C., 800 Third Avenue, 29th Floor, New York, NY
10022,  Attn:  William  J.  Davis, Esq., and any notice to the Optionee shall be
addressed  to  him or her at his or her address now on file with the Company, or
to  such other address as either may last have designated to the other by notice
as  provided herein.  Any notice so addressed shall be deemed to be given on the
fourth  business  day  after  mailing,  by  registered or certified mail, return
receipt  requested,  at  a  post  office or branch post office within the United
States.

     3.   This  Option  shall  terminate  in  the  event  of  a  termination  of
employment  or  death  of  the  Optionee  as  follows:

          (a)   If  the  Optionee's  employment  with  the Company is terminated
voluntarily  by  the  Optionee,  or  for  cause,  then  this Option shall expire
forthwith.  Except  as  provided  in  Subsections  (b)  and  (c)  below, if such
employment  shall  terminate  for  any  other  reason,  then  this option may be
exercised at any time within three months after such termination, subject to the
provisions  of  subparagraph  (d)  below.

          (b)   If  the  Optionee  dies  while employed by the Company or within
three  months  after the termination of his employment other than voluntarily by
the  Optionee  or  for cause, then and in that event this Option, subject to the
provisions  of  subparagraph  (d)  below,  may be exercised by the estate of the
Optionee  or  by  a  person  who  required  the  right  to  exercise  this


<PAGE>
Option  by  bequest or inheritance or by reason of the death of the Optionee, at
any  time  within  one  year  after  such  death.

          (c)   If  the  Optionee  ceases employment with the Company because of
permanent  and  total  disability (within the meaning of Section 22(e)(3) of the
Internal  Revenue Code) while employed by the Company, then this Option, subject
to the provisions of subparagraph (d) below, may be exercised at any time within
one  year  after  such  termination  of  employment  due  to  disability.

          (d)   This  Option may not be exercised in the event of termination of
employment  of  the Optionee except to the extent that the Optionee was entitled
to  exercise  this  Option at the time of such termination, or death, and in any
event  may  not  be  exercised  after  the  expiration  of  this  Option.

          (e)   For  the purposes of this paragraph, the employment relationship
of  the Optionee with the Company will be treated as continuing intact while the
Optionee is on military or sick leave or other bonafide leave of absence if such
leave  does not exceed 90 days or, if longer, so long as the Optionee's right to
re-employment  is  guaranteed  either  by  statute  or  by contract.  A leave of
absence or an interruption in service authorized pursuant to the Plan, shall not
be  deemed  an  interruption  of  employment.

     4.   In  the  event  of any change in the Company's Common Stock subject to
the Option, by reason of any stock dividend, split-up, merger, consolidation, or
exchange  of shares, spin-off, liquidation or the like, such adjustment shall be
made  in  the  number of shares subject to the option and the price per share as
the  Committee  or  the  Board  of  Directors  shall, in its sole judgment, deem
appropriate  to  give  proper  effect  to  such  event.

     5.   The  Option is not transferable and may not be exercised by any person
other than the Optionee, except to the extent specified in the Plan and the term
"Optionee"  shall include any person having rights to exercises the Option under
the  Plan.   In  the  event  of any attempt by the Optionee to transfer, assign,
pledge,  hypothecate  or  otherwise  dispose  of  the  Option  or  of  any right
hereunder,  or  in the event of the levy of any attachment, execution or similar
process  upon the rights or interest hereby conferred, the Company may terminate
the  Option  by  notice  to  the Optionee and it shall thereupon become null and
void.

     6.   (a)   Optionee  understands  and  acknowledges  that  as  a  result of
Optionee's  employment with the Company and involvement with the business of the
Company,  he  has  become  informed  of  and  has  had  access  to, confidential
information  of  the Company including, without limitation, contract provisions,
trade  secrets, technical information, know-how, plans, specifications, identity
of  customers  and identity of suppliers, and that such information, even though
it  may  have been or may be developed or otherwise acquired by Optionee, is the
exclusive property of the Company to be held by Optionee in trust and solely for
The  Company's  benefit  and  Optionee  shall  not at any time, either during or
subsequent  to  his  employment  or  the  term  of  this Option, reveal, report,
publish,  transfer  or  otherwise  disclose  to any person, corporation or other
entity or use any of the Company's confidential information, without its written
consent  of  the  Board of Directors, except for use on behalf of the Company in
connection  with  its business and except for such information which legally and
legitimately  is  or becomes of general public knowledge from authorized sources
other  than  the  Company.


<PAGE>
          (b)   Upon  the  termination of his employment with the Company and/or
this Option for any reason, Optionee shall promptly deliver to it all materials,
drawings, manuals, letters, notes, notebooks, reports and copies thereof and all
other  materials,  including,  without  limitation,  those  of  a  secret  or
confidential  nature, relating to the Company's business which are in Optionee's
possession  or control.  The Company shall reimburse Optionee for any packing or
moving  costs  reasonably  incurred  by  him  in  connection  with the foregoing
delivery.

     7.   During  the  term  of  employment with the Company and for a period of
one  (1)  year  after  the  expiration  or  termination  of  employment with the
Company, Optionee shall not, directly or indirectly whether as principal, agent,
shareholder, employee, officer, director, consultant, joint-venturer, partner or
otherwise,  own, manage, operate, join, control or participate in the ownership,
management,  operation  or control of, render any services to or be connected in
any  manner  with  any business which is in direct competition with or is of the
type  or  character  of  any business engaged in by the Company or which offers,
sells  or  markets  products,  projects  or  services that directly compete with
products, projects or services offered by the Company or any of its subsidiaries
or  affiliates,  irrespective  of  whether Optionee's involvement shall be as an
officer,  owner,  employee,  partner, joint-venturer, consultant, agent or other
participant;  provided,  however, that the foregoing shall not restrict Optionee
from making an investment in any company the securities of which are listed on a
national  securities exchange or actively traded in the over-the-counter market,
so  long  as  such  investment does not equal or exceed five percent (5%) of the
     total number of outstanding shares of common stock of such company.

     8.   In the event that any question or controversy shall arise with respect
to  the  nature,  scope  or  extent  of  any one or more rights conferred by the
Option,  or any provision of this Agreement, including whether and when a change
of control has occurred or is about to occur, the determination in good faith by
the  Board  of  Directors  of  the  Company  (as constituted at the time of such
determination)  of  the  rights  of  the Optionee shall be conclusive, final and
binding  upon  the Optionee and upon any other person who shall assert any right
pursuant  to  this  Option.

     9.   The Optionee shall have no rights of a stockholder with respect to the
shares  covered  by  the  Option until he or she becomes the holder of record of
such  shares.  All shares issued upon exercise of the Option shall be fully paid
and  non-assessable.

     10.  This  Agreement  shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and  assigns.

     11.  This  Agreement  shall  at  all  times  be  subject  to  the terms and
conditions  of  the  Plan.  In  the  event of any conflict between the terms and
conditions  of this Agreement and the Plan, the terms and conditions of the Plan
shall  govern.

     This  Agreement  shall  further  be interpreted in accordance with New York
law.

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this agreement to be
executed on the day and year first written above.


<PAGE>
                                        NEW  YORK  HEALTH  CARE,  INC.


                                        By:  ------------------------------
ACCEPTED  AND  AGREED:                       Authorized  Officer


-----------------------------------
Optionee  -  ______________________


                                SUBSCRIPTION FORM

(To Be Executed Only Upon Exercise of Option)

     The undersigned, holder of an option pursuant to the Stock Option Agreement
between  New  York  Health Care, Inc. and ______________ dated ___________, 2003
hereby  irrevocably  exercises  his  option thereunder to purchase the number of
shares  of  Common  Stock  of  New  York  Health  Care, Inc. specified below and
herewith  makes  payment  therefore,  all  at  the  price  and  on the terms and
conditions  specified  in  this  Option.

Dated:

Number  of  Shares:

Purchase  Price:  $



                                        ----------------------------------------
                                        Signature  of  Registered  Owner

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                                        Street  Address

                                        ----------------------------------------
                                        City,  State,  Zip

                                        ----------------------------------------
                                        Social  Security  Number


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