REVOLVING CREDIT NOTE
                              ---------------------

$4,000,000.00                                             NOVEMBER  28,  2000
                                                                    --

     FOR VALUE RECEIVED, the undersigned, NEW YORK HEALTH CARE, INC., a New York
corporation,  and  NYHC  NEWCO  PAXXON,  INC., a New York corporation (together,
"Borrower"), promises to pay, in lawful money of the United States, to the order
---------
of  HELLER  HEALTHCARE  FINANCE, INC., a Delaware corporation (together with its
successors  and assigns, "Lender"), the principal sum of FOUR MILLION AND NO/100
                          ------
DOLLARS  ($4,000,000.00),  or so much of such principal sum as shall be advanced
or  readvanced  and  shall  remain unpaid under the Loan established pursuant to
that certain Loan and Security Agreement dated as of even date with this Note by
and  between  the  undersigned  and  Lender  (as  amended, modified, restated or
replaced  from  time to time, the "Loan Agreement"), plus interest on the unpaid
                                   --------------
balance  thereof, computed on a 360-day basis, at the rate per annum that is set
forth  in  the  Loan  Agreement.

     1.     All capitalized terms used and not otherwise specifically defined in
this Revolving Credit Note (as amended, modified, restated or replaced from time
to  time,  the  "Note")  shall  have  the  meanings  given  to  them in the Loan
                 ----
Agreement.

     2.     This  Note  shall evidence the undersigned's obligation to repay all
sums  advanced  by Lender from time to time under the Loan Agreement and as part
of  the Loan.  The actual amount due and owing from time to time under this Note
shall  be  evidenced  by  Lender's  records  of  receipts and disbursements with
respect  to  the Loan, which shall be conclusive evidence of such amount, absent
manifest  error.

     3.     Interest  due  pursuant  to  this  Note shall be payable monthly, in
arrears,  on  the  first  Business Day of each month after the date of this Note
(for  the  previous  month).  For  purposes of this Note, a "Business Day" shall
                                                             ------------
mean  any day on which financial institutions are open for business in the State
of  Maryland,  excluding  Saturdays  and  Sundays.

     4.     This  Note shall become due and payable upon the earlier to occur of
(a)  the  expiration  of the Term, or (b) the occurrence of any Event of Default
under the Loan Agreement, or any other event under any other Loan Documents that
would  result  in  this Note becoming due and payable.  At such time, the entire
principal  balance  of this Note and all other fees, costs and expenses, if any,
shall be due and payable in full.  Lender shall then have the option at any time
and  from  time  to time to exercise all of the rights and remedies set forth in
this  Note  and  in the other Loan Documents, as well as all rights and remedies
otherwise  available  to  Lender  at  law  or  in  equity, to collect the unpaid
indebtedness  under this Note and the other Loan Documents. This Note is secured
by  the  Collateral,  as  defined  in  and  described  in  the  Loan  Agreement.

     5.     Whenever  any  principal  and/or interest and/or fee under this Note
shall  not  be paid when due, whether at the stated maturity or by acceleration,
interest  on such unpaid amounts shall thereafter be payable at a rate per annum
equal  to  five  (5) percentage points above the stated rate of interest on this
Note  until  such  amounts  shall  be  paid.


<PAGE>
     6.     The  undersigned  and  Lender  intend  to  conform  strictly  to the
applicable  usury  laws in effect from time to time during the term of the Loan.
Accordingly,  if any transaction contemplated by the Loan Agreement or this Note
would  be  usurious  under  such  laws, then notwithstanding any other provision
hereof:  (a)  the  aggregate of all interest that is contracted for, charged, or
received  under  this  Note, the Loan Agreement or under any other Loan Document
shall  not  exceed the maximum amount of interest allowed by applicable law (the
"Highest  Lawful  Rate"),  and  any  excess  shall  be  promptly credited to the
undersigned by Lender (or, to the extent that such consideration shall have been
paid,  such excess shall be promptly refunded to the undersigned by Lender); (b)
neither  the  undersigned nor any other Person now or hereafter liable hereunder
shall  be  obligated to pay the amount of such interest to the extent that it is
in  excess  of  the  Highest Lawful Rate; and (c) the effective rate of interest
shall  be  reduced  to  the Highest Lawful Rate.  All sums paid, or agreed to be
paid,  to Lender for the use, forbearance, and detention of the debt of Borrower
to  Lender  shall,  to  the  extent  permitted  by  applicable law, be allocated
throughout  the full term of this Note until payment is made in full so that the
actual rate of interest does not exceed the Highest Lawful Rate in effect at any
particular  time  during  the  full  term  thereof.  If  at any time the rate of
interest  under  this Note exceeds the Highest Lawful Rate, the rate of interest
to  accrue  pursuant  to  this  Note  and  the  Loan Agreement shall be limited,
notwithstanding anything to the contrary in this Note and the Loan Agreement, to
the  Highest  Lawful  Rate, but any subsequent reductions in the Base Rate shall
not  reduce  the interest to accrue pursuant to this Note and the Loan Agreement
below  the Highest Lawful Rate until the total amount of interest accrued equals
the amount of interest that would have accrued if a varying rate per annum equal
to the interest rate under the Note and the Loan Agreement had at all times been
in  effect.  If  the  total  amount of interest paid or accrued pursuant to this
Note  and  the  Loan  Agreement  under the foregoing provisions is less than the
total  amount  of  interest  that would have accrued if a varying rate per annum
equal  to  the  interest rate under this Note and the Loan Agreement had been in
effect,  then  the  undersigned  agrees  to pay to Lender an amount equal to the
difference  between (x) the lesser of (A) the amount of interest that would have
accrued  if  the Highest Lawful Rate had at all times been in effect, or (B) the
amount  of interest that would have accrued if a varying rate per annum equal to
the  interest  rate  under  this Note and the Agreement had at all times been in
effect,  and  (y)  the  amount  of interest accrued in accordance with the other
provisions  of  this  Note  and  the  Loan  Agreement.

     7.     This  Note  is  the "Note" referred to in the Loan Agreement, and is
issued  pursuant  to the Loan Agreement. Reference is made to the Loan Agreement
for  a statement of the additional rights and obligations of the undersigned and
Lender.  In  the  event  of  any conflict between the terms of this Note and the
terms of the Loan Agreement, the terms of the Loan Agreement shall prevail.  All
of  the  terms,  covenants,  provisions,  conditions, stipulations, promises and
agreements contained in the Loan Documents to be kept, observed and/or performed
by  the  undersigned are made a part of this Note and are incorporated into this
Note  by this reference to the same extent and with the same force and effect as
if  they  were fully set forth in this Note; the undersigned promises and agrees
to  keep,  observe  and  perform  them  or  cause  them to be kept, observed and
performed,  strictly  in  accordance  with  the  terms  and  provisions thereof.


                                        2
<PAGE>
     8.     Each  party  liable  on this Note in any capacity, whether as maker,
endorser,  surety,  guarantor  or otherwise, (a) waives presentment for payment,
demand,  protest  and  notice  of  presentment,  notice  of  protest,  notice of
non-payment  and notice of dishonor of this debt and each and every other notice
of  any  kind  respecting  this  Note  and  all  lack  of diligence or delays in
collection  or  enforcement hereof; (b) agrees that Lender at any time or times,
without  notice to the undersigned or its consent, may grant extensions of time,
without  limit  as to the number of the aggregate period of such extensions, for
the  payment  of any principal, interest or other sums due hereunder; (c) to the
extent  permitted  by  law, waives all exemptions under the laws of the State of
Maryland  and/or  any state or territory of the United States; (d) to the extent
permitted  by law, waives the benefit of any law or rule of law intended for its
advantage  or  protection  as  an  obligor  under this Note or providing for its
release  or  discharge  from  liability  on  this  Note, in whole or in part, on
account  of  any  facts or circumstances other than full and complete payment of
all amounts due under this Note; and (e) agrees to pay, in addition to all other
sums  of  money due, all cost of collection and attorney's fees, whether suit be
brought or not, if this Note is not paid in full when due, whether at the stated
maturity  or  by  acceleration.

     9.     No  waiver  by Lender of any one or more defaults by the undersigned
in the performance of any of its obligations under this Note shall operate or be
construed  as  a  waiver of any future default or defaults, whether of a like or
different  nature.  No  failure or delay on the part of Lender in exercising any
right, power or remedy under this Note (including, without limitation, the right
to  declare  this Note due and payable) shall operate as a waiver of such right,
power  or  remedy  nor  shall  any single or partial exercise of any such right,
power  or  remedy preclude any other or further exercise of such right, power or
remedy  or  the  exercise  of  any  other  right,  power  or  remedy.

     10.     If  any  term, provision, covenant or condition of this Note or the
application  of  any  term, provision, covenant or condition of this Note to any
party or circumstance shall be found by a court of competent jurisdiction to be,
to any extent, invalid or unenforceable, then the remainder of this Note and the
application  of  such  term,  provision,  covenant,  or  condition to parties or
circumstances  other than those as to which it is held invalid or unenforceable,
shall  not  be affected thereby, and each term, provision, covenant or condition
shall  be  valid  and  enforced  to  the  fullest extent permitted by law.  Upon
determination  that  any such term, provision, covenant or condition is invalid,
illegal  or unenforceable, Lender may, but is not obligated to, advance funds to
Borrower  under  this  Note  until  Borrower and Lender amend this Note so as to
effect  the original intent of the parties as closely as possible in a valid and
enforceable  manner.

     11.     No  amendment,  supplement  or  modification  of  this Note nor any
waiver of any provision of this Note shall be made except in writing executed by
both  parties.


                                        3
<PAGE>
     12.     This  Note shall be binding upon the undersigned and its successors
and  assigns.  Notwithstanding the foregoing, the undersigned may not assign any
of  its  rights  or  delegate any of its obligations under this Note without the
prior  written  consent of Lender, which may be withheld in its sole discretion.

     13.     THIS  NOTE,  INCLUDING  THE INTERPRETATION AND PERFORMANCE THEREOF,
SHALL  BE  GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
MARYLAND  WITHOUT  REGARD  TO  ANY  OTHERWISE  APPLICABLE  CONFLICTS  OF  LAWS
PRINCIPLES.  THE  PARTIES  EXPRESSLY  CONSENT  AND  AGREE  TO  THE NON-EXCLUSIVE
JURISDICTION  OF  THE  COURTS  OF  THE  STATE  OF MARYLAND AND THE UNITED STATES
DISTRICT  COURT  FOR  THE DISTRICT OF MARYLAND AND TO THE LAYING OF VENUE IN THE
STATE  OF  MARYLAND,  WAIVING  ALL  CLAIMS OR DEFENSES BASED ON LACK OF PERSONAL
JURISDICTION,  IMPROPER  VENUE, INCONVENIENT FORUM OR THE LIKE.  BORROWER HEREBY
CONSENTS TO SERVICE OF PROCESS BY THE MAILING A COPY OF THE SUMMONS TO BORROWER,
BY  CERTIFIED  OR  REGISTERED  MAIL,  POSTAGE PREPAID, TO BORROWER'S ADDRESS SET
FORTH  IN  SECTION 9.4 OF THE LOAN AGREEMENT.  BORROWER FURTHER WAIVES ANY CLAIM
FOR  CONSEQUENTIAL DAMAGES IN RESPECT OF ANY ACTION TAKEN OR OMITTED TO BE TAKEN
BY  LENDER  IN  GOOD  FAITH.

     14.     IN  ANY  LITIGATION, TRIAL, ARBITRATION OR OTHER DISPUTE RESOLUTION
PROCEEDING  RELATING TO THIS NOTE, ALL DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
OF  BORROWER  OR  OF  ITS AFFILIATES SHALL BE DEEMED TO BE EMPLOYEES OR MANAGING
AGENTS  OF  BORROWER FOR PURPOSES OF ALL APPLICABLE LAW OR COURT RULES REGARDING
THE PRODUCTION OF WITNESSES BY NOTICE FOR TESTIMONY (WHETHER IN A DEPOSITION, AT
TRIAL  OR OTHERWISE).  BORROWER AGREES THAT LENDER'S COUNSEL IN ANY SUCH DISPUTE
RESOLUTION  PROCEEDING  MAY  EXAMINE  ANY  OF  THESE  INDIVIDUALS  AS  IF  UNDER
CROSS-EXAMINATION  AND  THAT ANY DISCOVERY DEPOSITION OF ANY OF THEM MAY BE USED
IN  THAT PROCEEDING AS IF IT WERE AN EVIDENCE DEPOSITION.  BORROWER IN ANY EVENT
SHALL  USE  ALL  COMMERCIALLY  REASONABLE EFFORTS TO PRODUCE IN ANY SUCH DISPUTE
RESOLUTION  PROCEEDING,  AT  THE TIME AND IN THE MANNER REQUESTED BY LENDER, ALL
PERSONS,  DOCUMENTS  (WHETHER  IN  TANGIBLE,  ELECTRONIC OR OTHER FORM) OR OTHER
THINGS  UNDER  ITS  CONTROL AND RELATING TO THE DISPUTE IN ANY JURISDICTION THAT
RECOGNIZES  THAT  (OR  ANY  SIMILAR)  DISTINCTION.


                                        4
<PAGE>
     15.     THE  UNDERSIGNED  HEREBY  (A)  COVENANTS  AND AGREES NOT TO ELECT A
TRIAL  BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY, AND (B) WAIVES ANY RIGHT
TO  TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER
EXIST.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY
BY  THE  UNDERSIGNED, AND THIS WAIVER IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH
INSTANCE  AND  EACH  ISSUE AS TO WHICH THE RIGHT TO A JURY TRIAL WOULD OTHERWISE
ACCRUE.  LENDER  IS  HEREBY  AUTHORIZED AND REQUESTED TO SUBMIT THIS NOTE TO ANY
COURT  HAVING JURISDICTION OVER THE SUBJECT MATTER AND THE PARTIES HERETO, SO AS
TO SERVE AS CONCLUSIVE EVIDENCE OF THE UNDERSIGNED'S WAIVER OF THE RIGHT TO JURY
TRIAL.  FURTHER,  THE  UNDERSIGNED  HEREBY  CERTIFIES  THAT NO REPRESENTATIVE OR
AGENT  OF  LENDER  (INCLUDING  LENDER'S  COUNSEL)  HAS REPRESENTED, EXPRESSLY OR
OTHERWISE,  TO  ANY BORROWER THAT LENDER WILL NOT SEEK TO ENFORCE THIS WAIVER OF
RIGHT  TO  JURY  TRIAL  PROVISION.

     16.     UPON  THE  OCCURRENCE  AND  DURING  THE CONTINUANCE OF ANY EVENT OF
DEFAULT UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, THE UNDERSIGNED
HEREBY  AUTHORIZES  ANY ATTORNEY ADMITTED TO PRACTICE BEFORE ANY COURT OF RECORD
IN  THE  UNITED  STATES  OR  THE  CLERK OF SUCH COURT TO APPEAR ON BEHALF OF THE
UNDERSIGNED IN ANY COURT IN ONE OR MORE PROCEEDINGS, OR BEFORE ANY CLERK THEREOF
OF  PROTHONOTARY  OR  OTHER  COURT OFFICIAL, AND TO CONFESS JUDGMENT AGAINST THE
UNDERSIGNED  IN  FAVOR  OF LENDER IN THE FULL AMOUNT DUE ON THIS NOTE (INCLUDING
PRINCIPAL,  ACCRUED  INTEREST  AND  ANY  AND  ALL  CHARGES, FEES AND COSTS) PLUS
ATTORNEYS'  FEES  EQUAL  TO  FIFTEEN PERCENT (15%) OF THE AMOUNT DUE, PLUS COURT
COSTS,  ALL  WITHOUT  PRIOR NOTICE OR OPPORTUNITY OF BORROWER FOR PRIOR HEARING.
THE  UNDERSIGNED AGREES AND CONSENTS THAT VENUE AND JURISDICTION SHALL BE PROPER
IN  THE  CIRCUIT  COURT  OF  ANY COUNTY OF THE STATE OF MARYLAND OR OF BALTIMORE
CITY,  MARYLAND,  OR  IN  THE  UNITED  STATES DISTRICT COURT FOR THE DISTRICT OF
MARYLAND.  THE  UNDERSIGNED  WAIVES  THE  BENEFIT  OF  ANY  AND  EVERY  STATUTE,
ORDINANCE, OR RULE OF COURT THAT MAY BE LAWFULLY WAIVED CONFERRING UPON BORROWER
ANY  RIGHT  OR  PRIVILEGE  OF EXEMPTION, HOMESTEAD RIGHTS, STAY OF EXECUTION, OR
SUPPLEMENTARY  PROCEEDINGS,  OR  OTHER  RELIEF FROM THE ENFORCEMENT OR IMMEDIATE
ENFORCEMENT  OF  A JUDGMENT OR RELATED PROCEEDINGS ON A JUDGMENT.  THE AUTHORITY
AND  POWER TO APPEAR FOR AND ENTER JUDGMENT AGAINST THE UNDERSIGNED SHALL NOT BE
EXHAUSTED  BY  ONE  OR  MORE  EXERCISES  THEREOF,  OR  BY ANY IMPERFECT EXERCISE
THEREOF, AND SHALL NOT BE EXTINGUISHED BY ANY JUDGMENT ENTERED PURSUANT THERETO;
SUCH  AUTHORITY AND POWER MAY BE EXERCISED ON ONE OR MORE OCCASIONS FROM TIME TO
TIME,  IN  THE  SAME  OR  DIFFERENT JURISDICTIONS, AS OFTEN AS LENDER SHALL DEEM
NECESSARY,  CONVENIENT,  OR  PROPER.


                                        5
<PAGE>

                                 [SIGNATURES  FOLLOW]


                                        6
<PAGE>
     IN  WITNESS  WHEREOF, the undersigned has executed this Note as of the date
first  above  written.


                                         BORROWER:

                                         NEW  YORK  HEALTH  CARE,  INC.,
                                         a  New  York  corporation


                                         By:  /s/
                                            --------------------------------
                                         Name:
                                         Title:



                                         NYHC  NEWCO  PAXXON,  INC.,
                                         a  New  York  corporation


                                         By:  /s/
                                            --------------------------------
                                         Name:
                                         Title:


                                        7
<PAGE>