TENDER LOVING CARE HEALTH CARE SERVICES INC/ NY
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<TYPE>EX-10.15
<SEQUENCE>4
<FILENAME>0004.txt
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                             EXHIBIT

                              10.15
            TENDER LOVING CARE HEALTH CARE SERVICES, INC.

                     1999 STOCK OPTION PLAN


                                   October 20, 1999

Dale R. Clift



                  Re: Grant of Stock Options to
                      Purchase Shares of the common stock
                      of Tender Loving Care Health Care
                      Services, Inc.

Dear Optionee:

          You and Tender Loving Care Health Care Services, Inc.,
a Delaware corporation (the "Corporation"), hereby agree as
follows:

          1.   Reference.  This is the Stock Option Agreement
referred to in Section 7(k) of the Corporation's 1999 Stock Option
Plan (the "Plan").  The stock option this Agreement grants is an
Incentive Stock Option.  This Agreement incorporates all terms,
conditions and provisions of the Plan.

          2.   Stock Option.  The Corporation hereby grants to the
Optionee the option (the "Stock Option") to purchase that number of
shares of common stock of the Corporation, par value $.01 per
share, set forth on Schedule A.  The Corporation will issue these
shares as fully paid and nonassessable shares upon the Optionee's
exercise of the Stock Option.  The Optionee may exercise the Stock
Option in accordance with this Agreement any time prior to the
tenth anniversary of the date of grant of the Stock Option
evidenced by this Agreement, unless earlier terminated according to
the terms of this Agreement.  Schedule A sets forth the date or
dates after which the Optionee may exercise all or part of the
Stock Option, subject to the provisions of the Plan.

          3.   Exercise of Stock Option.  The Optionee may exercise
the Stock Option in whole or in part by written notice delivered to
the Corporation in the form of Schedule B to this Agreement.  If
exercisable Stock Options as to 100 or more shares are held by an
Optionee, then such Stock Options may not be exercised for fewer
than 100 shares at any one time, and if exercisable Stock Options
for fewer than 100 shares are held by an Optionee, then Stock
Options for all such shares must be exercised at one time.  The
Optionee shall enclose with each such notice







payment by cash or by valid check in an amount equal to the number
of shares as to which his exercise is made, multiplied by the
option price therefor; provided, however, that if the Committee
appointed by the Board of Directors pursuant to Section 2 of the
Plan shall, in its sole discretion, approve, payment upon exercise
of the Stock Option in whole or in part may be made by surrender
to the Corporation in due form for transfer of shares of common
stock of the Corporation.  In the case of payment in the
Corporation's common stock, such stock shall be valued at its Fair
Market Value (as defined in Section 7 (b) of the Plan) as of the
date of surrender of the stock.

          4.   Purchase Price.  The option price per share shall
be that set forth on Schedule A.

          5.   No Rights in Option Stock.  Optionee shall have no
rights as a stockholder in respect of any shares subject to the
Stock Option unless and until Optionee has exercised the Stock
Option in complete accordance with the terms hereof, and shall have
no rights with respect to shares not expressly conferred by this
Agreement.

          6.   Shares Reserved.  The Corporation shall at all times
during the term of this Agreement reserve and keep available such
number of shares of common stock as will be sufficient to satisfy
the requirements of this Agreement, and shall pay all original
issue taxes on the exercise of the Stock Option, and all other fees
and expenses necessarily incurred by the Corporation in connection
therewith.

          7.   Nonassignability.  The Stock Option and this
Agreement shall not be encumbered, disposed of, assigned or
transferred in whole or in part, except by will or by the laws of
descent and distribution.  Except as described in the Plan, the
Optionee alone may exercise the Stock Option.  All shares purchased
pursuant to this Agreement shall be purchased for investment by the
Optionee.

          8.   Effect Upon Employment.  Nothing in this Agreement
shall confer on the Optionee any right to continue in the
employment of the Corporation or shall interfere in any way with
the right of the Corporation to terminate Optionee's employment at
any time.

          9.   Successors.  This Agreement shall be binding upon
any successor of the Corporation.












          In order to indicate your acceptance of the Stock Option
on the above terms and conditions, kindly sign the enclosed copy of
this letter agreement and return it to the Corporation.


                                   TENDER LOVING CARE HEALTH CARE
                                   SERVICES, INC.



                                   By:/s/ Stephen Savitsky



Accepted and Agreed to:


/s/ Dale R. Clift





































                                                  Schedule A



                          Stock Option



Date of Grant: October 20, 1999

Name of Optionee: Dale R. Clift

Number of Shares as to
which the Option is Granted: 500,000

Option Price per Share:  $0.10

Exercisability of Options:

          Number of Shares                  Date after which the
          as to which the                   Option is Exercisable
          Optionee May Exercise             (anniversaries refer
          the Option granted                to the Date of Grant
          Hereby                            of the Stock Option

               125,000                       April 20, 2000

               125,000                       October 20, 2000

               125,000                       October 20, 2001

               125,000                       October 20, 2002




















                                                  Schedule B


                 NOTICE OF ELECTION TO EXERCISE


[
Attention:

Gentlemen:

          I hereby irrevocably elect to exercise the Stock Option
held by me under the 1999 Stock Option Plan of Tender Loving Care
Health Care Services, Inc. (the "Corporation") to purchase shares
of the common stock, par value $.01 per share, of the Corporation
at an option price of $           per share.

          Enclosed is a check, payable to the order of the
Corporation, in the amount of $          .

          A completed Exercise of Stock Option Payment Remittance
Form is attached.

          Please instruct [                          ], Transfer
Agent, to issue         certificate(s) for         shares each and,
if applicable, a separate certificate for the remaining
shares in my name as shown below.  The following address is for the
records of the Transfer Agent for mailing stockholder
communications:


                              Name


                      Taxpayer I.D. Number
             (i.e. Social Security/Insurance Number)


                        Number and Street


                 City       State       Zip Code












Please forward the certificate(s) to me at the following address:



                        Number and Street


                City        State        Zip Code

          This election incorporates, and is subject to, all terms
and conditions of the Plan and my Stock Option Agreement with the
Corporation.  The Stock Option I am exercising is stated to be:

          [Check one]    (    )    Incentive Stock Option
                         (    )    Nonqualifying Stock Option

          I am acquiring the foregoing shares for investment
purposes only, and not with a view to their sale or distribution.

Dated:




                         Signature




                         Print Name

























                                             Schedule B-1


          TENDER LOVING CARE HEALTH CARE SERVICES, INC.

                              1999
                        STOCK OPTION PLAN

        Exercise of Stock Option Payment Remittance Form


          In fulfillment of the accompanying Notice of Election to
Exercise, which advises you of my intention to exercise options to
purchase          shares of Tender Loving Care Health Care
Services, Inc. common stock at an option price of $          per
share, for a total purchase price of $         , I enclose in full
payment of the purchase price:

          bank check in the amount of . . . . . . $

          made payable to Tender Loving Care Health Care Services,
          Inc.



Dated:

                                        Signature
(     )   Incentive Stock Option
(     )   Nonqualifying Stock Option

                                        Type Name





ed/opt.98i
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