NEW YORK HEALTH CARE INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>doc8.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                   EXHIBIT 10.1


INCENTIVE STOCK OPTION AGREEMENT dated as of September 14, 2004 between New York
Health Care, Inc., a New York corporation (the "Company"), and Dennis M.
O'Donnell ("Optionee").

                                     RECITAL

The Company desires to grant to Optionee an Incentive Stock Option (the
"Option") to purchase 100,000 shares ("Option Shares") of the Company's common
stock, par value $.01 per share (the "Stock"), under and for the purposes of the
Company's Performance Incentive Plan (the "Plan"). Accordingly, in consideration
of the mutual covenants hereinafter set forth and for other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:

     1.  This Agreement is subject to the provisions of the Plan, the receipt of
a  copy  of  which is hereby acknowledged by Optionee. The Plan may hereafter be
amended  as provided therein and this Agreement will also be subject to any such
amendment.  The  Plan,  as from time to time amended, is incorporated herein and
made  a part of this Agreement. Capitalized terms used herein without definition
will  have  the  meanings  ascribed  to  those  terms  in  the  Plan.

     2. In recognition for Optionee's valuable service to the Company as its
President and Chief Executive Officer, the Compensation Committee of the
Company's Board of Directors, pursuant and subject to the Plan, granted the
Option to Optionee, effective as of the date of this Agreement, to purchase
commencing six (6) months from the date hereof, all or any of the Option Shares
at an exercise price of $0.50 per share. The Option is intended to be an
Incentive Option.

     3. The Option and all rights of the Optionee hereunder shall terminate on
September 14, 2014 (the "Expiration Date"). On or prior to the Expiration Date,
the Option shall be exercisable subject to the terms of the Plan and the
following terms:

          (a)  Optionee may exercise the Option with respect to all or any part
of the Option Shares by giving the Company written notice of such exercise, as
provided in paragraph 4 hereof.  Such notice shall specify the number of shares
as to which the Option is being exercised and shall be accompanied by payment in
full in either cash or Stock, as provided in paragraph 11 of the Plan, of an
amount equal to the exercise price per Option Share multiplied by the number of
Option Shares as to which the Option is being exercised.  Payment of the
exercise price of such Option Shares may also be made by the Company, at its
option, retaining from the Option Shares to be delivered upon exercise of the
Option that number of Option Shares having a fair market value on the date of
exercise equal to the exercise price of the number of Option Shares as to which
the Optionee exercises the Option or, subject to the requirements of Regulation
T (as in effect from time to time) under the Securities Exchange Act of 1934, as
amended , by giving irrevocable instructions to a stockbroker to promptly
deliver to the Company full payment for the


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Option Shares with respect to which the Option is exercised from the proceeds of
the stockbroker's sale of or loan against such Option Shares.

          (b)  As  soon  as  practicable after receipt of the notice of exercise
and  payment  of the exercise price for the number of Option Shares specified in
such  notice  of  exercise,  the  Company  shall  deliver to the Optionee at the
principal  office  of  the  Company  or  at  such other place as may be mutually
acceptable  to  the  Company and the Optionee, a certificate or certificates for
such  shares; provided, however, that the time of such delivery may be postponed
by the Company for such period of time as the Company may require to comply with
any  law or regulation applicable to the issuance or transfer of shares.  If the
Optionee  fails for any reason to accept delivery of all or any of the number of
Option  Shares  specified  in  such  notice  of exercise upon tender of delivery
thereof,  his right to purchase such undelivered Option Shares may be terminated
by  the  Company  by  notice  in  writing  to the Optionee and refund of the any
payment  of  the  exercise  price.

          (c)  Prior  to  or  concurrently  with  delivery by the Company to the
Optionee  of  a  certificate(s) representing such shares, the Optionee shall (i)
upon  notification  of  the  amount  due,  pay  promptly any amount necessary to
satisfy  applicable  federal,  state or local tax requirements, and (ii) if such
shares  are  not  then  registered  under  the  Securities Act of 1933, sign and
deliver  to  the  Company  an  investment letter confirming that such shares are
being  purchased for investment and not with a view to the distribution thereof,
and  the Optionee shall give such other assurances and take such other action as
the  Company  shall  require  to  secure  compliance  with  any federal or state
securities  law  applicable  to the issuance of the Option Shares; provided that
the  out-of-pocket  expense  of  such  compliance shall be borne by the Company,
other  than  fees  of  Optionee's  counsel  and  advisors

     4.  Any notice to the Company provided for in the Option shall be addressed
to the Company at its principal office, in care of its Secretary, with a copy to
Blank  Rome  LLP,  405  Lexington  Ave, New York, NY 10174-0208, attention Ethan
Seer,  and  any  notice to the Optionee shall be addressed to him at his address
now  on  file with the Company, or to such other address as either may last have
designated  to  the  other by notice as provided herein. Any notice so addressed
shall  be  deemed  to  be  given  on  the  fourth business day after mailing, by
registered  or  certified  mail,  return  receipt requested, at a post office or
branch  post  office  within  the  United  States.

     5.  This Option shall terminate in the event of a termination of employment
or  death  of  the  Optionee  as  follows:

          (a)  If  the  Optionee's  employment  with  the  Company is terminated
voluntarily  by  the  Optionee,  or  for  cause,  then  this Option shall expire
forthwith.  Except  as  provided  in  Subsections  (b)  and  (c)  below, if such
employment  shall  terminate  for  any  other  reason,  then  the  Option may be
exercised at any time within three months after such termination, subject to the
provisions  of  subparagraph  (d)  below.

          (b)  If  the  Optionee  dies  while  employed by the Company or within
three  months


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after  the  termination of his employment other than voluntarily by the Optionee
or  for  cause,  then and in that event the Option, subject to the provisions of
subparagraph  (d)  below, may be exercised by the estate of the Optionee or by a
person  who acquired the right to exercise this Option by bequest or inheritance
or  by  reason  of  the death of the Optionee, at any time within one year after
such  death.

          (c)  If  the  Optionee  ceases  employment with the Company because of
permanent  and  total  disability (within the meaning of Section 22(e)(3) of the
Internal  Revenue  Code of 1986, as amended) while employed by the Company, then
this  Option,  subject  to  the  provisions  of  subparagraph  (d) below, may be
exercised  at  any time within one year after such termination of employment due
to  disability.

          (d)  This  Option  may not be exercised in the event of termination of
employment  of the Optionee, except to the extent that the Optionee was entitled
to  exercise  this  Option  at the time of such termination or death, and in any
event  may  not  be  exercised  after  the  expiration  of  this  Option.

          (e)  For  the  purposes of this paragraph, the employment relationship
of  the Optionee with the Company will be treated as continuing intact while the
Optionee  is  on  sick  leave or other bona fide leave of absence, if such leave
does  not  exceed  90  days  or,  if  longer, so long as the Optionee's right to
re-employment  is  guaranteed  either  by  statute  or  by contract.  A leave of
absence or an interruption in service authorized pursuant to the Plan, shall not
be  deemed  an  interruption  of  employment.

     6. In the event of any change in the Company's Stock subject to the Option,
by reason of any stock dividend, split-up, merger, consolidation, or exchange of
shares,  spin-off, liquidation or the like, such adjustment shall be made in the
number  of shares subject to the option and the price per share as the Committee
or  the Board of Directors shall, in its sole judgment, deem appropriate to give
proper  effect  to  such  event.

     7.  The  Option  is not transferable and may not be exercised by any person
other than the Optionee, except to the extent specified in the Plan and the term
"Optionee"  shall  include any person having rights to exercise the Option under
the  Plan.  In  the  event  of  any attempt by the Optionee to transfer, assign,
pledge,  hypothecate  or  otherwise  dispose  of  the  Option  or  of  any right
hereunder,  or  in the event of the levy of any attachment, execution or similar
process  upon the rights or interest hereby conferred, the Company may terminate
the  Option  by  notice  to  the Optionee and it shall thereupon become null and
void.

     8.  In  the event that any question or controversy shall arise with respect
to  the  nature,  scope  or  extent  of  any one or more rights conferred by the
Option,  or any provision of this Agreement, including whether and when a change
of control has occurred or is about to occur, the determination in good faith by
the  Board  of  Directors  of  the  Company  (as constituted at the time of such
determination)  of  the  rights  of  the Optionee shall be conclusive, final and
binding  upon  the Optionee and upon any other person who shall assert any right
pursuant  to  this  Option.

     9.  The  Optionee shall have no rights of a stockholder with respect to the
shares  covered


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by  the  Option until he or she becomes the holder of record of such shares. All
shares  issued  upon  exercise  of  the  Option  shall  be  fully  paid  and
non-assessable.

     10.  This  Agreement  shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and  assigns.

     11.  This  Agreement  shall  at  all  times  be  subject  to  the terms and
conditions  of  the  Plan.  In  the  event of any conflict between the terms and
conditions  of this Agreement and the Plan, the terms and conditions of the Plan
shall  govern.

     12.  This  Agreement shall governed by and construed in accordance with the
internal  substantive  law of the State of New York without giving effect to the
choice  of  law  rules

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this agreement to be
executed on the day and year first written above.

                                   NEW  YORK  HEALTH  CARE,  INC.


                                   By:    /s/ Jerry Braun
                                      ----------------------------
                                          Authorized  Officer

                                   OPTIONEE:


                                       /s/ Dennis  M.  O'Donnell
                                      -----------------------------
                                          Dennis  M.  O'Donnell


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                                SUBSCRIPTION FORM

                  (To Be Executed Only Upon Exercise of Option)


     The undersigned, holder of an option pursuant to the Incentive Stock Option
Agreement between New York Health Care, Inc. and Dennis M. O'Donnell dated as of
September  14,  2004  (the  "Agreement") hereby irrevocably exercises his option
thereunder  to  purchase the number of shares of common stock of New York Health
Care,  Inc.  specified  below  and  herewith makes payment therefore, all at the
price  and  on  the  terms  and  conditions  specified  in  the  Agreement.

Dated:      ,  20
      ------     --
Number  of  Shares:
                   -------
Exercise  Price:  $
                   -----
                          Signature of Optionee:
                                                --------------------------------
                         Name:
                               -------------------------------------------------
                         Address:
                                 -----------------------------------------------

                                 -----------------------------------------------
          Social Security Number:
                                 -----------------------------------------------


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