Exhibit
          10.36

      

      

        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
          Yoram Hacohen (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:

                          Yoram
                            Hacohen

                          18/1
                            Yoram Ronen Street

                          Jerusalem,
                            Israel L3 95488

                        


                

                 

              

            

          

        

        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.

         

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

         

        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:	 	 	Yoram Hacohen
	 Title:	 	 	 


          

           

           

          
            
              
              

            

            
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