Exhibit 4.1



                              SETTLEMENT AGREEMENT

            THIS SETTLEMENT AGREEMENT (this "Agreement"), dated as of April 12,
2002, is by and among GYRODYNE COMPANY OF AMERICA, INC. (the "Company"), on the
one hand, and SPECIAL K CAPITAL OFFSHORE MASTER FUND (U.S. DOLLAR), L.P.
("Special K Fund"), K CAPITAL OFFSHORE MASTER FUND (U.S. DOLLAR), L.P. ("K
Capital Fund" and together with Special K Fund, the "K Capital Investment
Funds"), K CAPITAL PARTNERS, LLC ("K Capital"), HARWICH CAPITAL PARTNERS, LLC
("Harwich"), THOMAS KNOTT and ABNER KURTIN (each of Special K Fund, K Capital
Fund, K Capital, Harwich, Messrs. Knott and Kurtin, a "K Capital Party" and
collectively, the "K Capital Parties"), on the other hand.

                                    RECITALS

            WHEREAS, Special K Fund is the beneficial owner of 27,781 shares of
the common stock, par value $1.00 per share, of the Company (the "Common Stock")
and K Capital Fund is the beneficial owner of 181,569 shares of Common Stock;

            WHEREAS, K Capital is principally engaged in the business of
providing investment management services to the K Capital Investment Funds and
Harwich's principal business is serving as managing member of K Capital.

            WHEREAS, Messrs. Knott and Kurtin are managing members of Harwich;


            WHEREAS, K Capital has notified the Company that it intends to
nominate Richard S. Frary and Marvin L. Olshan for election to the Company's
board of directors at the Company's 2002 annual meeting of stockholders (the
"Annual Meeting") and has filed preliminary proxy materials with the Securities
and Exchange Commission to solicit proxies in support of its nominees;

            WHEREAS, the Company and the K Capital Parties have determined that
the interests of the Company and its shareholders would best be served by
avoiding the substantial expense and disruption that could be expected to result
from a proxy contest and any related litigation;

            NOW, THEREFORE, in consideration of the covenants and conditions set
forth herein and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:
<PAGE>
                                    ARTICLE I
                           SALE AND PURCHASE OF SHARES
                           ---------------------------

            Section 1.01 Transfer of Shares. Subject to the terms and conditions
of this Agreement, at the closing referred to in Section 2.1 (the "Closing"),
the K Capital Investment Funds shall, sell, assign, transfer, convey and deliver
to the Company, and the Company shall purchase, acquire and accept from the K
Capital Investment Funds, 111,000 shares of Common Stock (the "Shares"), free
and clear of all Encumbrances.

            Section 1.02 Purchase Price. The purchase price per Share (the
"Purchase Price") shall be $20.25. The Purchase Price shall be paid by the
Company at the Closing by wire transfer of immediately available funds to
Citibank, New York, Account #388-90774.


                                   ARTICLE II
                                    CLOSING
                                    -------

            Section 2.01  Date of Closing. The Closing shall take place and may
be effected through delivery of documents via facsimile transmission on the date
that this Agreement is executed and delivered by all parties hereto. The date on
which the Closing is held is referred to in this Agreement as the "Closing
Date". At the Closing, the parties shall execute and deliver the documents
referred to in Sections 2.2 and 2.3.

            Section 2.02  Documents to Be Delivered by the K Capital Investment
Funds. At the Closing, the K Capital Investment Funds shall deliver, or cause to
be delivered, to the Company the following:

            (a) a Notice of Guaranteed Delivery in the form of Exhibit A hereto,
duly executed and completed.

            (b) a letter from the K Capital Investment Funds to the Company in
the form of Exhibit B hereto, duly executed by the K Capital Investment Funds
and dated as of the Closing Date.

            Section 2.03 Documents to Be Delivered by the Company. At the
Closing, the Company shall deliver to the K Capital Investment Funds the
following:

            (a) payment and evidence of the wire transfer referred to in Section
1.2.


                                  ARTICLE III
            REPRESENTATIONS AND WARRANTIES OF THE K CAPITAL PARTIES
            -------------------------------------------------------

            The K Capital Parties jointly and severally represent and warrant to
the Company that:

            Section 3.01 Legal Power; Organization; Qualification. Each K
Capital Party is a natural person or a legal entity of the type set forth
opposite such K Capital Party's name on Exhibit C hereto. Each K Capital Party
who is a natural person is competent and has all requisite power and authority
to execute and deliver this Agreement and to consummate the Transactions. Each K
Capital Party which is not a natural person has been duly organized, and is
validly existing and in good standing, under the laws of its jurisdiction of
formation, has all requisite power and authority to execute and deliver this
Agreement and to consummate the Transactions, and has taken all necessary
corporate or other action to authorize the execution, delivery and performance
of this Agreement.

            Section 3.02 Authorization of Agreement. This Agreement has been
duly executed and delivered by each K Capital Party and, assuming due and valid
authorization, execution and delivery by the Company, this Agreement constitutes
a legal, valid and binding obligation of each K Capital Party, enforceable
against such K Capital Party in accordance with its terms, except (i) as limited
by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and other similar laws of general application affecting enforcement
of creditors' rights generally and (ii) the availability of the remedy of
specific performance or injunctive or other forms of equitable relief may be
subject to equitable defenses and would be subject to the discretion of the
court before which any proceeding therefor may be brought.

            Section 3.03 No Conflicts. Neither the execution and delivery of
this Agreement nor the consummation by any K Capital Party of any of the
Transactions will result in a violation of, or a default under, or conflict
with, or require any consent, approval or notice under, any governing or
constitutional document (if such K Capital Party is not a natural person),
contract, trust, commitment, agreement, obligation, understanding, arrangement
or restriction of any kind to which any K Capital Party is a party or by which
any K Capital Party is bound or to which the Shares are subject. Consummation by
each K Capital Party of the Transactions will not violate, or require any
consent, approval or notice under, any provision of any judgment, order, decree,
statute, law, rule or regulation applicable to any K Capital Party or the
Shares.

            Section 3.04 Ownership of Shares. Special K Fund is the beneficial
owner of 27,781 shares of Common Stock and K Capital Fund is the beneficial
owner of 181,569 shares of Common Stock, in each case free and clear of any
Encumbrances. Such shares are all of the shares of Common Stock beneficially
owned by any of the K Capital Parties or any of their Affiliates. At the
Closing, the K Capital Investment Funds will transfer and deliver to the Company
good and marketable title to all the Shares, free and clear of any Encumbrances.


                                   ARTICLE IV
                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                 ---------------------------------------------

            The Company represents and warrants to the K Capital Parties as
follows:

            Section 4.01  Legal Power; Organization; Qualification. The Company
is a corporation duly organized, validly existing and in good standing under the
laws of the State of New York and has the full corporate power and authority to
execute and deliver this Agreement and to consummate the Transactions, and has
taken all necessary corporate or other action to authorize the execution,
delivery and performance of this Agreement.

            Section 4.02 Authorization of Agreement. This Agreement has been
duly executed and delivered by the Company and, assuming due and valid
authorization, execution and delivery by each of the K Capital Parties, this
Agreement constitutes a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and other similar laws of general application affecting
enforcement of creditors' rights generally and (ii) the availability of the
remedy of specific performance or injunctive or other forms of equitable relief
may be subject to equitable defenses and would be subject to the discretion of
the court before which any proceeding therefor may be brought.

            Section 4.03 No Conflicts. Neither the execution and delivery of
this Agreement nor the consummation by the Company of any of the Transactions
will result in a violation of, or a default under, or conflict with, or require
any consent, approval or notice under, any governing or constitutional document,
contract, trust, commitment, agreement, obligation, understanding, arrangement
or restriction of any kind to which the Company is a party or by which the
Company is bound. Consummation by the Company of the Transactions will not
violate, or require any consent, approval or notice under, any provision of any
judgment, order, decree, statute, law, rule or regulation applicable to the
Company.


                                   ARTICLE V
                             ADDITIONAL AGREEMENTS
                             ---------------------

            Section 5.01 Termination of Proxy Contest. The K Capital Parties
will not nominate Mr. Frary or Mr. Olshan for election as directors at the
Annual Meeting and hereby withdraw the letter dated January 11, 2002 notifying
the Company of the K Capital Parties' intention to so nominate Messrs. Frary and
Olshan. The K Capital Parties shall cease all solicitation efforts on behalf of
Messrs. Frary and Olshan, or any other Person in connection with the Annual
Meeting, and shall not vote any proxies which any K Capital Party has solicited
in connection with such efforts. Messrs. Frary and Olshan will not stand for
election at the Annual Meeting. The K Capital Parties hereby withdraw any and
all other demands, requests or notices that they have made to the Company, as
applicable, including (but not limited to) the demands set forth in the letters
from the K Capital Parties to the Company, dated August 10, 2001, August 17,
2001, August 23, 2001 and February 13, 2002 and any demands made by the K
Capital Parties pursuant to Section 624 of the New York Business Corporation
Law. The K Capital Parties shall promptly file an amendment to the K Capital
Parties' Schedule 13D to reflect the termination of the proxy contest and the
other provisions of this Agreement. Notwithstanding the K Capital Parties'
beneficial ownership of the Shares as of the record date previously set for the
Annual Meeting, the K Capital Parties hereby agree that they will not vote any
shares of Common Stock beneficially owned by them on any matter submitted to a
vote of the stockholders of the Company at any time.

            Section 5.02 Standstill. Each of the K Capital Parties jointly and
severally agrees that, without the prior written consent of the Board of
Directors of the Company expressed in a resolution adopted by a majority of the
directors, it shall not, and will cause each of its Affiliates not to, directly
or indirectly, by purchase or otherwise, during the period from the date hereof
through the tenth anniversary of the date of this Agreement:

            (a) acquire or agree, offer, seek or propose to acquire, or cause to
      be acquired, ownership (including, but not limited to, beneficial
      ownership as defined in Rule 13d-3 under the Securities Exchange Act of
      1934, as amended (the "Exchange Act")) of any of the assets or businesses
      of the Company or any securities of the Company (including, without
      limitation, any debt, equity or convertible securities) or any rights or
      options to acquire any such ownership from any Person;

            (b) make, or in any way participate in, directly or indirectly, any
      "solicitation" of "proxies" (as such terms are used in the proxy rules of
      the Securities and Exchange Commission) to vote, or written consents of
      shareholders with respect to, securities of the Company, or seek to
      advise, encourage or influence in any manner whatsoever any Person with
      respect to the voting of any securities of the Company;

            (c) form, join, or in any way participate in a "group" (within the
      meaning of Section 13d(3) of the Exchange Act) with respect to any voting
      securities of the Company;

            (d) arrange, or in any way participate in, any financing for the
      purchase of any securities or assets of the Company or securities
      convertible or exchangeable into any securities or assets of the Company;

            (e) otherwise act, whether alone or in concert with others, to seek
      to propose (with or without conditions) to the Company, or any of its
      stockholders, any merger, consolidation, business combination, tender or
      exchange offer, restructuring, recapitalization, liquidation or similar
      transaction to or with any other Person or otherwise act, whether alone or
      in concert with others, to seek to control, change or influence the
      management, shareholders, board of directors, or policies of the Company;

            (f) solicit, negotiate with, or provide any information to, any
      Person with respect to a merger, consolidation, business combination,
      tender or exchange offer, recapitalization, or liquidation of the Company
      or any other acquisition of the Company, any acquisition of securities or
      any of the assets of the Company or any other similar transaction;

            (g) call or participate in calling, any special meeting of the
      stockholders of the Company, or nominate any person for election as a
      director of the Company, or make any proposal to be considered and/or
      voted upon at any meeting of the stockholders of the Company, or induce or
      attempt to induce any other person to initiate any stockholder proposal or
      director nomination, or discuss or communicate with respect to any matter
      related to the business or affairs of the Company with the stockholders of
      the Company;

            (h) execute any written consent as shareholder with respect to the
      Company or its securities;

            (i) announce an intention to, or enter into any discussion,
      negotiations, arrangements or understandings with any third party with
      respect to, any of the foregoing matters;

            (j) disclose any intention, plan or arrangement inconsistent with
      any of the foregoing provisions;

            (k) advise, assist, encourage or participate with any other Person
      in connection with any action inconsistent with any of the foregoing
      provisions; or

            (l) publicly disclose any request to amend, waive or terminate any
      provision of this Agreement.


            Section 5.03  Mutual Releases. In consideration of the provisions of
this Agreement:


            (a) Each of the K Capital Parties (on behalf of itself, each of its
Affiliates and each of their respective successors and assigns) hereby releases
and forever discharges the Company and each and all of its directors, officers,
employees, subsidiaries, agents, representatives, legal and financial advisors
and Affiliates, and any heirs, executors, administrators, successors and assigns
of any such Persons, from all actions, causes of action, proceedings, suits,
claims, debts, damages, judgments, sums of money, accounts, reckonings, bonds,
bills, specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, injuries, harms, remedies, extents, executions, liens,
liabilities and demands whatsoever, in law or equity, whether known or unknown,
which any of the K Capital Parties and their Affiliates, successors or assigns
ever had, now has or hereafter can, shall or may have, for, upon, or by reason
of any matter, cause or thing whatsoever from the beginning of the world to the
date of this Agreement, other than any claims arising out of or relating to the
negotiation, execution or performance of this Agreement.

            (b) The Company (on behalf of itself, each of its Affiliates and
each of their respective successors and assigns) hereby releases and forever
discharges each of the K Capital Parties and each and all of their respective
directors, officers, employees, subsidiaries, agents, managers, representatives,
legal and financial advisors and Affiliates, and any heirs, executors,
administrators, successors and assigns of any such Persons, from all actions,
causes of action, proceedings, suits, claims, debts, damages, judgments, sums of
money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, injuries, harms,
remedies, extents, executions, liens, liabilities and demands whatsoever, in law
or equity, whether known or unknown, which the Company and its Affiliates ever
had, now has or hereafter can, shall or may have, for, upon, or by reason of any
matter, cause or thing whatsoever from the beginning of the world to the date of
this Agreement, other than any claims arising out of or relating to the
negotiation, execution or performance of this Agreement.

            (c) Nothing in this Agreement shall be deemed to limit, release or
waive the right of any party hereto to enforce any and all terms of this
Agreement.

            Section 5.04 Press Release. Upon execution of this Agreement, the
Company shall issue a press release substantially in the form attached hereto
with such changes as may be mutually agreed to by the Company and the
Representative (as such term is hereinafter defined). None of the parties hereto
will make any public statements (including any statements in any filing with the
Securities and Exchange Commission or any other governmental agency) that are
inconsistent with, or are otherwise contrary to, the statements in the press
release.


                                   ARTICLE VI
                                 INDEMNIFICATION
                                 ---------------

            Section 6.01 Indemnification by the Company. Subject to the other
terms and conditions of this Agreement, the Company shall indemnify, defend and
hold the K Capital Parties harmless from and against any and all Losses based
upon, arising out of or resulting from the Company's purchase of the Shares
pursuant to this Agreement (other than liability for taxes) or any other matter
relating to the negotiation, execution or performance of this Agreement or any
of the Transactions.

            Section 6.02  Indemnification Procedures.

            (a) Any K Capital Party seeking indemnification hereunder shall give
to the Company written notice of any claim or matter which gives rise to a claim
for indemnification hereunder, promptly upon becoming aware of a fact, condition
or event for which indemnification is provided under this Article VI, but in any
event within thirty (30) days after such K Capital Party has actual knowledge of
the facts constituting the basis for indemnification; provided, however, that
the failure of a K Capital Party to give such notice shall not relieve the
Company of its obligations under this Agreement, except to the extent that such
failure materially prejudices the rights of the Company.

            (b) The Company shall have the right to control and direct, through
counsel of its own choosing (which such counsel shall be reasonably acceptable
to the K Capital Party), the defense or settlement of any claim, action, suit or
proceeding brought by a person who is not a party or an Affiliate of a party to
this Agreement (a "Third Party Claim"). The K Capital Party may participate in
such defense, but in such case the expenses of the K Capital Party shall be paid
by the K Capital Party; provided, however, that the K Capital Party shall have
the right to employ, at the Company's expense, one counsel of its choice to
represent the K Capital Party, if the K Capital Party is advised by counsel
reasonably satisfactory to the Company that there exists any actual or potential
conflict of interest between the Company and the K Capital Party. The K Capital
Party shall provide the Company with access to its records and personnel
relating to any Third Party Claim during normal business hours and shall
otherwise cooperate fully with the Company in the defense or settlement thereof,
and the Company shall reimburse the K Capital Party for all its reasonable
out-of-pocket expenses in connection therewith. If the Company elects to direct
the defense of a Third Party Claim, then the K Capital Party shall not pay,
permit to be paid, or settle any part of any claim or demand arising from such
asserted liability, unless the Company consents in writing to such payment or
unless the Company, subject to the last sentence of this Section 6.2(b),
withdraws from the defense of such asserted liability, or unless a final
judgment from which no appeal may be taken by or on behalf of the Company is
entered against the K Capital Party for such liability. The Company will not
settle any claim without the consent of the K Capital Party (such consent not to
be unreasonably withheld). If the Company shall fail to defend, or if, after
commencing or undertaking any such defense, fails to prosecute or withdraws from
the defense of a Third Party Claim, then the K Capital Party shall have the
right to undertake the defense or settlement thereof, at the Company's expense.
If the K Capital Party assumes the defense of any such claim or proceeding
pursuant to this Section 6.2(b) and proposes to settle such claim or proceeding
prior to a final judgment thereon or to forego appeal with respect thereto, then
the K Capital Party shall give the Company prompt written notice thereof, and
the Company shall have the right to participate in the settlement or assume or
reassume the defense of such claim or proceeding.

            Section 6.03 Limitations.

            (a) In any claim for indemnification under this Agreement, the
Company shall not be required to indemnify any K Capital Party for special,
exemplary or consequential damages or for any tax (including, without
limitation, any excise tax) imposed with respect to payments made under this
Agreement, including, without limitation, payment of the Purchase Price for the
Shares and any indemnification payment hereunder.

            (b) In any case where a K Capital Party recovers from a Third Party
any amount in respect of a matter with respect to which the Company has
indemnified it pursuant to this Agreement, such K Capital Party shall promptly
pay over to the Company the amount so recovered (after deducting therefrom the
full amount of the expenses incurred by it in procuring such recovery), but not
in excess of the sum of (i) any amount previously so paid by the Company to or
on behalf of the K Capital Party in respect of such matter, and (ii) any amount
expended by the Company in pursuing or defending any claim arising out of such
matter.


                                  ARTICLE VII
                                 MISCELLANEOUS
                                 -------------

            Section 7.01 Entire Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof, and
supersedes any and all prior agreements or understandings among the parties
arising out of or relating to the subject matter hereof. This Agreement may only
be changed by written agreement executed by the parties.

            Section 7.02 Governing Law. This Agreement and all disputes
hereunder shall be governed by the laws of the State of New York, without giving
effect to the conflicts of law principles thereof.

            Section 7.03 Equitable Relief. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or equity.

            Section 7.04 No Admissions. Neither this Agreement nor any action or
acts taken in connection herewith shall constitute an admission of liability or
wrongdoing by any of the parties hereto. This Agreement shall be inadmissible
for any purpose in any proceeding of any kind, except one to enforce its terms.

            Section 7.05 Expenses. Each party shall pay its own costs incident
to the negotiation, preparation, performance, and execution of this Agreement,
and all fees and expenses of its or his counsel, accountants, and other
consultants, advisors and representatives for all activities of such persons
undertaken in connection with the negotiation, preparation, performance and
execution of this Agreement. In the event of a dispute regarding the performance
of this Agreement, the non-prevailing party shall reimburse the prevailing party
the amount the prevailing party's reasonable attorneys' fees, costs and
expenses, in addition to any other relief to which the prevailing party may be
entitled.

            Section 7.06 Further Assurances. At any time or from time to time
after the Closing, the K Capital Parties shall execute and deliver to the
Company such other documents and instruments, provide such materials and
information and take such other actions as the Company may reasonably request to
vest title to the Shares more effectively in the Company.

            Section 7.07 Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other parties. Copies of executed
counterparts transmitted by telecopy or other electronic transmission service
shall be considered original executed counterparts, provided receipt of such
counterparts is confirmed.

            Section 7.08 Time is of the Essence. The parties hereto agree and
acknowledge that time is of the essence in the performance of this Agreement.

            Section 7.09  No Assignments. No party hereto may assign any of its
respective rights or delegate any of its respective obligations under this
Agreement without the prior written consent of the other parties hereto.

            Section 7.10 Consent to Jurisdiction of Service of Process; Venue.
Each party hereto hereby irrevocably and unconditionally (i) consents to the
submission to the exclusive jurisdiction of the courts of the State of New York
and of the United States of America located in the County of New York in the
State of New York (or any appeals court thereof), for any action, claim,
complaint, investigation, petition, suit or other proceeding, whether civil or
criminal, in law or equity, or by or before any governmental authority
("Actions") arising out of or relating to the Transactions, this Agreement or
the breach, termination or validity thereof, (ii) agrees not to commence any
Action relating to the Transactions or this Agreement except in such courts and
in accordance with the provisions of this Agreement, (iii) agrees that service
of any process, summons, notice, or document by U.S. registered mail or as
otherwise provided in this Agreement shall be effective service of process for
any Action brought in any such court, (iv) waives any objection to the laying of
venue of any Action arising out of this Agreement or the Transactions in the
courts of the State of New York and of the United States of America located in
the County of New York in the State of New York (or any appeals courts thereof)
and (v) agrees not to plead or claim in any such court that any such Action
brought in any such court has been brought in an inconvenient forum.

            Section 7.11 Nondisparagement. None of the parties hereto shall make
any public statement which is calculated to have the effect or purpose of
maligning or disparaging the integrity, management or services of any of the
other parties hereto or any of their respective directors, officers, managers,
stockholders, limited partners, members or affiliates.

            Section 7.12 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given when mailed, delivered personally,
telecopied (which is confirmed) or sent by an overnight courier service, such as
Federal Express, to the parties at the following addresses (or at such other
address for a party as shall be specified by such party by like notice):

if to any of the K Capital Parties, to:

                  K Capital Partners, LLC
                  75 Park Plaza, Box 11
                  Boston, MA 02116
                  Attention: Chief Administrative Officer
                  Telephone:  (617) 646-7700
                  Telecopy: (617) 646-7777

with a copy to:
                  Goodwin Procter LLP
                  53 State Street
                  Boston, MA 02109
                  Attention: Joseph L. Johnson III, P.C.
                  Telephone:  (617) 570-1633
                  Telecopy:  (617) 523-1231

if to the Company, to:

                  Gyrodyne Company of America, Inc.
                  102 Flowerfield Street
                  St. James, NY 11780
                  Attention:
                  Telephone:
                  Telecopy:

with a copy to:

                  Cadwalader, Wickersham & Taft
                  100 Maiden Lane
                  New York, NY  10038
                  Attention:  Dennis J. Block, Esq.
                  Telephone:  (212) 504-5555
                  Telecopy:  (212) 504-5557

            Section 7.13 K Capital Representative. Each of the K Capital Parties
hereby irrevocably appoints Abner Kurtin as such party's attorney-in-fact and
representative (the "Representative"), in such party's place and stead, to do
any and all things and to execute any and all documents and give and receive any
and all notices or instructions in connection with this Agreement and the
transactions contemplated hereby. The Company shall be entitled to rely, as
being binding on each member of the K Capital parties, upon any action taken by
the Representative or upon any document, notice, instruction or other writing
given or executed by the Representative.

            Section 7.14 Definitions. For all purposes of this Agreement, except
as otherwise expressly provided or unless the context clearly requires
otherwise:

            "Affiliate" shall have the meaning set forth in Rule 12b-2
promulgated under the Securities Exchange Act of 1934.

            "Encumbrances" shall mean any and all liens, charges, security
interests, options, claims, mortgages, pledges, proxies, voting trusts or
agreements, obligations, understandings or arrangements or other restrictions on
title or transfer of any nature whatsoever.

            "Governmental Entity" shall mean a court, arbitral tribunal,
administrative agency or commission or other governmental or other regulatory
authority or agency.

            "Losses" shall mean any and all losses, costs, claims, obligations,
liabilities, awards, judgments, fines, penalties, damages or expenses
(including, without limitation, reasonable attorneys' fees).

            "Person" shall mean a natural person, partnership, corporation,
limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental Entity or other entity
or organization.

            "Third Party" shall mean any person other than the Company, a K
Capital Party or any of their respective Affiliates.

            "Transactions" shall mean all the transactions provided for or
contemplated by this Agreement.

      [Remainder of page intentionally left blank; signature page follows]


<PAGE>

            IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.


                            GYRODYNE COMPANY OF AMERICA, INC.



                                 By: /s/ Stephen V. Maroney
                                     --------------------------------
                                     Name: Stephen V. Maroney
                                     Title: President

                            SPECIAL K CAPITAL OFFSHORE MASTER FUND
                               (U.S. DOLLAR), L.P
                            By:  K Capital Partners, LLC, its General Partner
                            By:  Harwich Capital Partners, LLC, its Managing
                                 Member

                                 By: /s/  Robert Needham
                                     -------------------------------
                                     Name:  Robert Needham
                                     Title: CAO


                            K CAPITAL OFFSHORE MASTER FUND (U.S. DOLLAR), L.P.
                            By:  K Capital Partners, LLC, its General Partner
                            By:  Harwich Capital Partners, LLC, its Managing
                                 Member

                                 By: /s/  Robert Needham
                                     -------------------------------
                                     Name:  Robert Needham
                                     Title: CAO


                            K CAPITAL PARTNERS, LLC
                            By:  Harwich Capital Partners, LLC, its Managing
                                 Member

                                 By: /s/  Robert Needham
                                     -------------------------------
                                     Name:  Robert Needham
                                     Title: CAO


                            HARWICH CAPITAL PARTNERS, LLC


                               By: /s/  Robert Needham
                                   ---------------------------------
                                   Name:  Robert Needham
                                   Title: CAO


                                   /s/ Thomas Knott
                                   ---------------------------------
                                       THOMAS KNOTT


                                   /s/ Abner Kurtin
                                   ---------------------------------
                                       ABNER KURTIN