EXHIBIT 10.7
                                    AGREEMENT

     AGREEMENT,  dated as of April 27, 1998,  between  Kirlin  Securities,  Inc.
("Kirlin"),   Kirlin  Holding  Corp.   ("Holding;"  and  together  with  Kirlin,
"Company"),  each a Delaware  corporation with principal offices at 6901 Jericho
Turnpike,  Syosset,  New York 11791,  and Robert A. Paduano,  residing at 207-03
Estates Drive, Bayside, New York 11360.

     WHEREAS,  Paduano has been  employed by Kirlin and serves as a Director and
Executive  Vice  President  of Kirlin,  and as a  Director  and  Executive  Vice
President and Secretary of Holding,  and the parties hereto now mutually  desire
to provide for the  termination of Paduano's  employment by Kirlin and otherwise
make provision with respect to certain other matters;

     NOW,  THEREFORE,  In consideration of the mutual promises herein contained,
the parties hereto agree as follows:

     1. Paduano  hereby  resigns as a Director and as an officer of both Holding
and Kirlin, effective April 30, 1998.

     2. Paduano's  employment by Kirlin shall  terminate  effective May 15, 1998
("Termination  Date"),  which date  shall be  reflected  on Form U-5.  Paduano's
employment  subsequent  to April  30,  1998,  shall be  solely  as a  registered
representative  servicing the accounts of Kirlin's customers for which he is the
designated  account  representative  ("Paduano  Accounts")  and he shall have no
further  managerial,  supervisory or recruiting  responsibilities  or duties. By
April 30, 1998,  Paduano  shall  vacate his office in Syosset,  New York and his
reserved parking space at that location shall be rescinded.  Paduano's continued
employment  through  the  Termination  Date shall be  performed  exclusively  in
Kirlin's New Jersey branch office.

     3. Paduano's  compensation  from May 1, 1998 through the  Termination  Date
shall consist solely of a 55% payout on  commissions  earned with respect to the
Paduano  Accounts.  Subsequent to April 30, 1998,  Paduano shall not receive any
further  salary,   car  allowance,   expense   reimbursement  or  allocation  of
underwriter warrants.

     4. As consideration for Paduano's agreement to the provisions of paragraphs
5 through 8 below,  Kirlin agrees to pay severance to Paduano equal to $300,000,
payable in fifteen equal monthly  installments of $20,000 each commencing on the
Termination Date.

     5.  Paduano  agrees that  during the time of his  continued  employment  by
Kirlin and  thereafter  he shall take no action or make any statement or comment
that directly or indirectly  disparages  the  reputation of Kirlin or Holding or
any of their directors,  officers,  employees or businesses.  The Company agrees
that it shall take no action or make any  statement or comment that  directly or
indirectly disparages the reputation of Paduano.

     6. Paduano  acknowledges  that he has had access to trade secrets of Kirlin
including,  but not limited to, secret proprietary  information used to identify
clients, actual customer leads, customer lists, information concerning customers
and other Kirlin  employees,  and other  information  pertaining to Kirlin's and
Holding's  operations which is valuable  proprietary  information that Kirlin or
Holding, as the case may be, has acquired at great expense and has been imparted
to Paduano on a confidential basis. Paduano agrees that all such information and
related  records  shall  remain  the sole and  exclusive  property  of Kirlin or
Holding,  as the case may be, at all times and shall be treated as  confidential


                                           

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information  by  Paduano.  No  such  records,  including,  but not  limited  to,
Paduano's  copies  of  employee  directories,  new  account  documents,  account
statements,  confirmations  and holding sheets of any Kirlin customer,  shall be
removed by Paduano  from the  premises  of the  Company  except with the express
permission of the Chairman or President of Kirlin.  On the  Termination  Date or
earlier if  requested by the  Chairman or  President  of Kirlin,  Paduano  shall
surrender all original records and purge or destroy all computerized, duplicated
or otherwise  copied  records,  regardless of whether made by Paduano or others.
Notwithstanding  the  foregoing,  it is agreed by Kirlin that Paduano may retain
duplicate copies of information pertaining to the Paduano Accounts that transfer
to another firm with whom Paduano is registered and Paduano may use  information
pertaining to such transfer accounts at such firm.

     7. Paduano agrees that all ideas, marketing concepts, slogans,  advertising
campaigns,  characters,  proposals and plans  invented or developed by him which
relate  directly  or  indirectly  to the  business of Kirlin or arose out of his
employment by Kirlin or the use of Kirlin's  property or  resources,  including,
without  limitation,  any ideas,  proposals,  or plans which may be copyrighted,
trademarked,   patented  or  otherwise  protected  (collectively   "Intellectual
Property") are and shall be the sole and exclusive  property of Kirlin.  Paduano
understands and agrees that all such Intellectual  Property  constitutes a "work
for hire." In the event any such  Intellectual  Property  is not  regarded  as a
"work for hire," Paduano  hereby assigns to Kirlin the sole and exclusive  right
to such Intellectual Property. Paduano agrees that upon the request of Kirlin he
shall deliver any and all documents  and  instruments  and take any other action
which  Kirlin  shall deem  necessary  to assign to Kirlin  all right,  title and
interest in such Intellectual  Property,  to perfect,  trademark,  copyright and
patent  protection with respect thereto,  or to otherwise protect Kirlin's trade
secrets and proprietary interest in such Intellectual Property.

     8. During the time of his continued  employment by Kirlin and for two years
thereafter, Paduano shall not directly or indirectly solicit the business of any
customers of Kirlin other than customers for the Paduano Accounts.  In addition,
during  the  time of his  continued  employment  by  Kirlin  and  for two  years
thereafter, Paduano shall not solicit or influence any employee now or hereafter
employed by Kirlin to work in any way for Paduano or for any business enterprise
in which Paduano is participating,  whether as an employee, consultant, advisor,
agent,  owner,  partner,  co-venture,   principal,   stockholder,   director  or
otherwise, directly or indirectly.

     9. Paduano  acknowledges  that the provisions of paragraphs 5 through 8 are
reasonable  and  necessary  for the  protection  of the  business of Holding and
Kirlin.  Paduano  agrees that if he commits a breach,  or  threatens to commit a
breach,  of the provisions of paragraphs 5 through 8, Holding and/or Kirlin,  as
the case may be, shall have the right and remedy:  (i) to have the provisions of
paragraphs  5  through  8  specifically  enforced  by any  court  having  equity
jurisdiction,  it being  acknowledged  and agreed by Paduano  that any breach or
threatened  breach will cause  irreparable  injury to Holding  and/or Kirlin and
that money  damages  will not provide an adequate  remedy to same;  (ii) require
Paduano to account for and pay to Holding and/or Kirlin, as the case may be, all
compensation,   profits,  monies,  accruals,   increments,   or  other  benefits
(collectively  "Benefits")  derived  or  received  by Paduano as a result of any
breach or threatened  breach of any of paragraphs 5 through 8 and Paduano hereby
agrees to account for any such Benefits to Holding  and/or  Kirlin,  as the case
may be; and (iii) Kirlin may  discontinue  all  severance  payments  that remain
unpaid.

     Each of the rights and  remedies  enumerated  in this  paragraph 9 shall be
independent  of the other and shall be separately  enforceable,  and such rights



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and  remedies  shall be an addition  to, and not in lieu of, any other rights or
remedies available to Holding and/or Company at law or in equity.

     10.  Paduano does hereby release and forever  discharge  Holding and Kirlin
and  each of their  respective  successors  and  assigns,  officers,  directors,
employees  and  agents,   and  each  of  their  respective   heirs,   executors,
administrators, successors and assigns (hereinafter referenced to as RELEASEES),
from,  all  actions,  causes  of  action,  suits,  debts,  dues,  sums of money,
accounts,   reckonings,   bonds,  bills,  specialties,   covenants,   contracts,
controversies, agreements, promises, variances, trespasses, damages, judgements,
extents,  executions,  claims,  and  demands  of any  kind  whatsoever,  in law,
admiralty or equity,  which against the RELEASEES,  Paduano and Paduano's heirs,
executors,  administrators,  successors  and  assigns  ever  had,  now  have  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 day of the date of this
Agreement,  except for matters arising out of a breach of the obligations  under
this Agreement.

     11.  If  any  provision  of  this  Agreement  shall  be  held  invalid  and
unenforceable,  the remainder of this  Agreement  shall remain in full force and
effect.  If any  provision  is held  invalid or  unenforceable  with  respect to
particular circumstances, it shall remain in full force and effect and all other
circumstances.

     12. This Agreement  supersedes  and replaces any and all other  agreements,
written or oral,  with  respect to subject  matter  hereof  including  all other
compensation  arrangements  that may have existed  between Holding and/or Kirlin
and Paduano. This Agreement contains the entire agreement for the parties hereto
and may not be amended  except by an agreement in writing  signed by the each of
the parties hereto.

     13.  Any  dispute  arising  out  of  the  interpretation,   application  or
performance  of the  Agreement,  with the sole  exception  of a claim by Holding
and/or the Company arising under paragraphs 5 through 9 shall be settled through
final and binding  arbitration before a single arbitrator in accordance with the
rules of the National Association of Securities Dealers,  Inc. Any judgment upon
any  such  arbitration  award  may be  entered  in any  court  having  competent
jurisdiction  over the parties.  Any party prevailing in an arbitration or court
proceeding to enforce its rights  hereunder  shall be entitled to its reasonable
attorney's fees and expenses as deemed appropriate by the arbitrator or court.

     14. This  Agreement  shall be governed by and construed in accordance  with
the  internal  law of the  State of New York  without  regard to  principles  or
conflicts of laws.

     15.  This  Agreement  shall be  binding  upon and inure to the  benefit  of
Holding and Kirlin and their respective  successors and assigns, and Paduano and
his heirs, executors and administrators.

     16. Paduano  acknowledges and understands that Graubard Mollen & Miller has
acted solely as counsel for the Company in connection with this Agreement.

     17. This  Agreement may be signed in  counterparts,  each of which shall be
deemed an original but which taken  together  shall  constitute one and the same
Agreement.

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     IN WITNESS THEREOF, the parties hereto have duly executed this Agreement as
the date and year first above written.

                                         KIRLIN SECURITIES, INC.


                                         By:_______________________
                                            David Lindner, Chairman


                                          KIRLIN HOLDING CORP.


                                         By:________________________
                                            David Lindner, Chairman


                                            ___________________________
                                            Robert Paduano

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