Exhibit
        10.35

    

    

      NEW
        YORK
        HEALTH CARE, INC.

      NON-QUALIFIED
        STOCK OPTION AGREEMENT

      


      This
        NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement")
        is
        made as of February 28, 2007 between New York Health Care, Inc., a New York
        corporation (the "Company"),
        and
        Howard Berg (the "Optionee").

      


      W
        I T N E
        S S E T H:

      


      WHEREAS,
        the Company desires to grant to the Optionee Non-Qualified Stock Options
        pursuant to the Company’s 2004 Stock Incentive Plan (the “Plan”);
        and

      


      WHEREAS,
        the Optionee is a director of the Company and eligible to participate in
        the
        Plan;

      


      NOW,
        THEREFORE, in consideration of the mutual covenants hereinafter set forth
        and in
        consideration of services rendered to the Company by the Optionee, and for
        other
        good and valuable consideration, the receipt and sufficiency of which is
        hereby
        acknowledged, the parties hereto agree as follows:

      


      THIS
        AGREEMENT AND THE TERMS HEREOF ARE SUBJECT TO THE TERMS OF THE PLAN, WHICH
        ARE
        INCORPORATED HEREIN IN THEIR ENTIRETY. IN THE EVENT OF ANY INCONSISTENCY
        BETWEEN
        THIS AGREEMENT AND THE PLAN, THE PROVISIONS OF THE PLAN SHALL
        GOVERN.

      


      All
        capitalized terms not otherwise defined herein shall have the meanings set
        forth
        in the Plan.

      


      1.   Grant.
        The
        Company hereby grants to the Optionee non-qualified stock options pursuant
        to
        the Plan (the "Options"),
        to
        purchase 25,000 shares of the Company’s Common Stock, par value of $0.01 per
        share, (the “Common
        Stock”),
        vesting on the date hereof. The Options are exercisable in whole or in part
        at
        an exercise price of $0.13 per share for a period of ten (10) years commencing
        the date hereof and ending on February 27, 2017, subject to the terms and
        conditions set forth herein and in the Plan. It is intended by the parties
        that
        the Options be Non-Qualified Stock Options under the Plan.

      


      2.   Procedure
        for Exercise.
        The
        Options may be exercised, in whole or in part, by giving written notice of
        exercise to the Company specifying the number of shares of Common Stock to
        be
        purchased. Such notice shall be accompanied by payment in full of the purchase
        price, which shall be in cash, or in whole shares of Common Stock which are
        already owned by the Optionee, or partly in cash and partly in such owned
        Common
        Stock, or other cashless exercise, in accordance with Section 5 of the
        Plan.

      


      3.   Adjustment
        of Number of Options.
        The
        number of Options shall be subject to adjustment from time to time in accordance
        with Section 3 of the Plan.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      4.   No
        Employment.
        Nothing
        herein shall confer upon the Optionee any right to continue as a director
        or an
        employee, as applicable, of the Company or its affiliates, or interfere in
        any
        way with any right of the Company or its affiliates to terminate such
        directorship or employment, as applicable, subject to the terms of any agreement
        to which the Optionee may be a party.

      


      5.   Transferability.
        No
        Options shall be transferable by the Optionee other than in accordance with
        the
        Plan.

      


      6.   Optionee
        Representations.
        The
        Optionee represents to the Company that he has (a) received a copy of the
        Plan,
        (b) read it in its entirety, (c) had a reasonable opportunity to make inquiries
        as to its terms, (d) received satisfactory responses from the Company regarding
        the terms, and (e) understands the terms of the Plan. The Optionee represents,
        warrants and acknowledges to, and agrees with, the Company that he is acquiring
        the Options, and upon exercise of the Options, shall be acquiring the Common
        Stock for his own account for the purpose of investment only, and not with
        a
        view to, or for sale in connection with, any distribution thereof, and that
        he
        is not relying on the value of the Options as current compensation. The Optionee
        warrants and agrees that he will comply will all applicable laws relating
        to the
        Plan, the grant and exercise of the Options, and the disposition of the shares
        of Common Stock acquired upon exercise of the Options, including, without
        limitation, all Federal and state securities and “blue sky” laws.

      


      7.   Notices.
        Any
        notice, request, demand, waiver, consent, approval or other communication
        which
        is required or permitted hereunder shall be in writing and shall be deemed
        given
        only if delivered personally, by overnight courier, or by registered or
        certified mail, postage prepaid, as follows:

       

      
        
          
            
              	
                      If
                        to the Company, to:

                      New
                        York Health Care, Inc.

                      1850
                        McDonald Avenue

                      Brooklyn,
                        New York 11223

                      Attention:
                        President

                    	
                      If
                        to the Optionee, to:

                      Howard
                        Berg

                      101
                        Short Hills Road

                      West
                        Orange, New Jersey 07052

                    


            

             

          

        

      

      or
        to
        such other address as the addressee may have specified in a notice duly given
        to
        the sender as provided herein. Such notice, request, demand, waiver, consent,
        approval or other communications will be deemed to have been given as of
        the
        date received.

      


      9.   Binding
        Effect.
        Except
        as otherwise provided in this Agreement or the Plan, this Agreement shall
        be
        binding upon and inure to the benefit of the parties and their respective
        representatives, successors, and assigns.

      


      10.        
        Entire
        Agreement.
        This
        Agreement and the Plan constitute the entire agreement between the parties
        pertaining to the subject matter hereof and supersede all prior and
        contemporaneous agreements, understandings, negotiations and discussions,
        whether written or oral, of the parties with respect thereto; provided, however,
        that this provision is not intended to abrogate any other written agreement
        between the parties executed with or after this Agreement pertaining to another
        subject matter.

       

       

      
        
          
          

        

        
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      11.        
        Severability.
        Every
        provision of this Agreement and the Plan is intended to be severable. If,
        in any
        jurisdiction, any term or provision hereof is determined to be invalid or
        unenforceable, (a) the remaining terms and provisions hereof shall be
        unimpaired, (b) any such invalidity or unenforceability in any jurisdiction
        shall not invalidate or render unenforceable such term or provision in any
        other
        jurisdiction, and (c) the invalid or unenforceable term or provision shall,
        for
        purposes of such jurisdiction, be deemed replaced by a term or provision
        that is
        valid and enforceable and that comes closest to expressing the intention
        of the
        invalid or unenforceable term or provision.

      


      12.        
        Counterparts.
        This
        Agreement may be executed in counterparts and by facsimile or other electronic
        signature.

       

                    IN
        WITNESS WHEREOF, the parties have executed this Non-Qualified Stock Option
        Agreement as of the day and year first above written.

       

    

    
      
        
          	NEW
                  YORK HEALTH
                  CARE, INC. 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	
                     

                	 	 	  
	 Name:	 	 	Howard Berg
	 Title:	 	 	 


        

         

         

        
          
            
            

          

          
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