Amendment to Placement Agent Agreement between New York Health Care, Inc. and Sterling Financial Investment Group, Inc.

Summary

This amendment, dated February 7, 2005, modifies the Placement Agent Agreement between New York Health Care, Inc. and Sterling Financial Investment Group, Inc. The main change is the extension of the agreement's termination date and the closing of the minimum offering until February 18, 2005. All other terms of the original agreement remain unchanged. Both parties have agreed to this extension before the release of escrowed funds, which have exceeded the minimum required amount.

EX-10.2 2 v018836_ex10-2.txt February 7, 2005 Amendment to Placement Agent Agreement Dated November 19, 2004 This letter agreement shall serve as an amendment to the Placement Agent Agreement dated November 19, 2004 between New York Health Care, Inc. (the "Company") and Sterling Financial Investment Group, Inc. ("Sterling" or the "Placement Agent"). Sterling and the Company each acknowledge that as of the Expiration Date of the Offering, the escrow agent for the Offering has received funds in excess of the Minimum Offering amount. Prior to the release of those funds in escrow, the parties hereby agree to the following: 1. Sterling and the Company hereby agree to extend the termination date of the Placement Agent of this Agreement and the Closing of the Minimum Offering until February 18, 2005; and All of the remaining terms and conditions, except as modified hereby, of the Placement Agent Agreement shall remain in full force and effect. In Witness Whereof, the parties have executed this Agreement as of the date first written above. New York Health Care, Inc. Sterling Financial Investment Group, Inc. By: /s/ Jacob Rosenberg By: /s/ Ricardo Rivas ------------------------------ ------------------------------------- Name: Jacob Rosenberg Name: Ricardo Rivas ---------------------------- ----------------------------------- Title: VP, COO Title: Managing Director --------------------------- ----------------------------------