Exhibit 10.1



              U.S. PHYSICAL THERAPY, INC. 2003 STOCK INCENTIVE PLAN

                      NON-QUALIFIED STOCK OPTION AGREEMENT


     THIS  AGREEMENT  is made and  entered  as of  ______________  between  U.S.
Physical  Therapy,   Inc.,  a  Nevada  corporation  (the   "Corporation"),   and
______________   (the   "Participant")   in  connection  with  the  grant  of  a
Non-Qualified Option (hereinafter defined),  which occurred on _________________
under the U.S. Physical Therapy, Inc. 2003 Stock Incentive Plan (the "Plan").

                              W I T N E S S E T H:


     WHEREAS,  the  Participant  is  an  Employee,  Consultant  or  Non-Employee
Director of the  Corporation or any Parent or Subsidiary and the Corporation has
determined  that it is desirable and in the best interest of the  Corporation to
grant the Participant a Non-Qualified  Option to purchase shares of stock of the
Corporation in order to provide  Participant with added incentive to advance the
interests  of the  Corporation,  all  according  to  the  terms  and  conditions
hereinafter set forth.

     NOW, THEREFORE,  in consideration of these premises, the parties agree that
the following  shall  constitute the Agreement  between the  Corporation and the
Participant:

     1.  Capitalized  terms not defined herein shall have the meanings  ascribed
thereto in the Plan.

     2. Grant of Non-Qualified  Option.  Subject to the terms and conditions set
forth herein, the Corporation  grants the Participant a Non-Qualified  Option to
purchase from the Corporation  during the period beginning on the grant date and
ending  ten years  from the date of grant  ______  shares of Stock at a price of
_______ per share,  subject to adjustment or  termination as provided in Article
II of the Plan.  This Option is not intended to qualify as an  "incentive  stock
option" within the meaning of section 422 of the Internal  Revenue Code of 1986,
as amended, and shall be so construed.  This option is exercisable  one-fifth on
___________ and each year thereafter until ______________.

     3. Notice of  Exercise.  This Option may be  exercised in whole or in part,
from time to time,  in  accordance  with  Paragraph 2, by written  notice to the
Corporation at the address provided in Paragraph 8, which notice shall:

          (a)  specify  the  number of shares of Stock to be  purchased  and the
     exercise price to be paid therefore;

          (b) if the  person  exercising  this  Option  is not the  Participant,
     contain or be accompanied by evidence satisfactory to the Committee of such
     person's right to exercise this Option; and

          (c) be  accompanied by payment in full of the purchase price in a form
     acceptable under the terms of the Plan.

     4. No Effect on Capital  Structure.  This Option shall not affect the right
of the  Corporation  or any Affiliate  thereof to  reclassify,  recapitalize  or
otherwise change its capital or debt structure or to merge, consolidate,  convey
any or all of its assets, dissolve, liquidate, windup, or otherwise reorganize.

     5. Committee Authority.  Any question concerning the interpretation of this
Agreement, any adjustments required to be made under Article II of the Plan, and
any controversy  which may arise under this Agreement shall be determined by the
Committee in its sole discretion.

     6. Tax  Withholding.  The  parties  recognize  that the  Corporation  or an
Affiliate may be obligated to withhold federal, state and local income taxes and
Social  Security  taxes to the extent  that the  Participant  realizes  ordinary
income in connection  with the exercise of the Option.  The  Participant  agrees
that the  Corporation  or Affiliate  may withhold  amounts  needed to cover such
taxes from payments otherwise due and owing to the Participant,  and also agrees
that upon  demand  the  Participant  will  promptly  pay to the  Corporation  or
Affiliate  having such obligation any additional  amounts as may be necessary to
satisfy such withholding tax obligation.

     7. Plan Controls.  The terms of this Agreement are governed by the terms of
the Plan,  which is made a part hereof as if fully set forth herein,  and in the
case of any  inconsistency  between the terms of this Agreement and the terms of
the Plan, the terms of the Plan shall control.

     8. Notice.  Whenever any notice is required or  permitted  hereunder,  such
notice must be in writing and personally  delivered or sent by mail,  courier or
facsimile  machine.  Any notice required or permitted to be delivered  hereunder
shall be deemed to be  delivered on the date which it is  personally  delivered,
or,  whether  actually  received or not, on the third  business  day after it is
deposited in the United States mail,  certified or registered,  postage prepaid,
addressed  to the person who is to receive it at the  address  which such person
has theretofore  specified by written notice  delivered in accordance  herewith.
The Corporation or Participant may change, at any time and from time to time, by
written  notice to the other,  the address  previously  specified  for receiving
notices.   Until  changed  in  accordance  herewith,  the  Corporation  and  the
Participant specify their respective addresses as set forth below:

           Corporation:  U.S. Physical Therapy, Inc. Att'n: Corporate Secretary
                         1300 West Sam Houston Parkway South, Suite 300
                         Houston, Texas  77042

           Participant:



     9.  Governing Law.  Except as is otherwise  provided in Section 12.3 of the
Plan, where applicable the provisions of this Agreement shall be governed by the
contract law of the State of Nevada.



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     IN WITNESS  WHEREOF,  the  Corporation  has  caused  this  Agreement  to be
executed and the Participant has hereunto set his hand on the day and year first
above written.



                                       U.S. PHYSICAL THERAPY, INC.



                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:

                                       PARTICIPANT



                                       -----------------------------------------
                                       Name: