WARRANT  AGREEMENT  dated  as  of December 18, 2000 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 CHARLES J. PENDOLA, 18
Guild  Court,  Plainview,  NY  11803-3932, 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  10,000 shares of the Company's common stock, $.01 par
value,  (the  "Common  Stock")  which  shall be known as the "Series C" 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  C  WARRANT.  The  Series C Warrant grants to the Holder the
             ------------------
right  to  purchase,  at  any  time from June 12, 2001 until 5:00 P.M., New York
time,  on December 18, 2005, up to an aggregate of 10,000 shares of Common Stock
(the  "Shares")  at an initial exercise price (subject to adjustment as provided
in  Section  8 hereof) of $.438 per share subject to the terms and conditions of
    -------
this  Agreement.  Except  as set forth herein, the shares issuable upon exercise
of  the  Series  C 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 C 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 C 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 C 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,  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 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.


                                        2
<PAGE>
     4.     ISSUANCE OF CERTIFICATE.  Upon the exercise of the Series C 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 C
Warrant  is  being  acquired  as  an  investment  and  not  with  a  view to the
distribution  thereof;  that  the Series C 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 C Warrant to
purchase  Common Stock shall be equal to the initial exercise price set forth in
Sections  1.1 above.  The adjusted exercise price 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.


                                        3
<PAGE>
     6.2     EXERCISE  PRICE.  The  term  "Exercise Price" herein shall mean the
             ---------------
applicable  initial  exercise  price  or with respect to the Series C 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


                                        4
<PAGE>
underwriting  shall  (together  with  the  Company and any officer, directors or
Other  Stockholders  distributing  their  securities  through 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 by the Holder(s); provided that


                                        5
<PAGE>
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 Registerable 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 C 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 C Warrants are not, at the time of
such  exercise,  registered  under  the  Act,  any certificates representing the


                                        6
<PAGE>
Shares underlying the Series C Warrants and any of the other securities issuable
upon  exercise  of  the  Series  C 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  C  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 C
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  C Warrant are
outstanding,  the  Company  shall  not  without the prior written consent of the


                                        7
<PAGE>
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
receive upon exercise of any Series C 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  C  Warrant  then  outstanding  or to be outstanding shall have the right
thereafter  (until  the  expiration  of  such Series C 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  C  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 C Warrant or the
shares  of  Common  Stock issuable upon the exercise of the Series C 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


                                        8
<PAGE>
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.

     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 C 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 C Warrant upon
the  exercise  of  the Series C 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  C 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 C 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 C 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 C 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


                                        9
<PAGE>
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 trading session on the
last  business  day  prior  to  the  date of exercise of the Series C 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 C 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  C  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 C 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


                                       10
<PAGE>
agrees  that,  upon exercise of the Series C Warrant and payment of the Exercise
Price  therefor,  all  shares of Common Stock and other Securities issuable upon
such  exercise  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
C  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 C 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 C 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 therefor; 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


                                       11
<PAGE>
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  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 C 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  December  19,  2005.  Notwithstanding  the  foregoing,  the
indemnification provisions of Section 7 shall survive such termination until the
close  of  business  on  December  18,  2011.


                                       12
<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  therefor.

     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.


                                       13
<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/_______________________________
                              Charles  J.  Pendola


                                       14
<PAGE>
                                    EXHIBIT A

                     [FORM OF SERIES C 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, DECEMBER 18, 2005

No. CW-2                                Series  C  Warrant  to  Purchase
                                        10,000  Shares  of  Common  Stock

                          SERIES C WARRANT CERTIFICATE

     This  Warrant  Certificate certifies that CHARLES J. PENDOLA, or registered
assigns,  is the registered holder of ten thousand (10,000) Warrants to purchase
initially,  at  any  time  from  June  12, 2001 until 5:00 p.m. New York time on
December  18, 2005   ("Expiration Date"), up to ten thousand (10,000) 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 $.438 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 June
12,  2001  between the Company and Charles J. Pendola (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 incorporated by reference in and made a part of this


                                        1
<PAGE>
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  December  18,  2000
Attest:                                      NEW  YORK  HEALTH  CARE,  INC.

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


                                        2
<PAGE>
                              [FORM OF ASSIGNMENT]



             (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)


                                        3
<PAGE>
                         [FORM OF ELECTION TO PURCHASE]


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

    _________________Shares
    _________________Series  C  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 December 18, 2000
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>