EXHIBIT 99.1

                                              APPROVED BY THE BOARD OF DIRECTORS
                                                                   JUNE 24, 2004
                                             ADOPTED BY THE NOMINATING COMMITTEE
                                                                   JUNE 24, 2004


                              KIRLIN HOLDING CORP.

                          NOMINATING COMMITTEE CHARTER

      The Nominating Committee's responsibilities and powers as delegated by the
board of directors are set forth in this charter. Whenever the Committee takes
an action, it shall exercise its independent judgment on an informed basis that
the action is in the best interests of the Company and its stockholders.

I.    PURPOSE

      As set forth herein, the Committee shall, among other things, discharge
the responsibilities of the board of directors relating to the appropriate size,
functioning and needs of the board including, but not limited to, recruitment
and retention of high quality board members and committee composition and
structure.

II.   MEMBERSHIP

      The Committee shall consist of at least three members of the board of
directors as determined from time to time by the board. Each member shall be
"independent" in accordance with the listing standards of the Nasdaq Stock
Market, as amended from time to time.

      The board of directors shall elect the members of this Committee at the
first board meeting practicable following the annual meeting of stockholders and
may make changes from time to time pursuant to the provisions below. Unless a
chair is elected by the board of directors, the members of the Committee shall
designate a chair by majority vote of the full Committee membership.

      A Committee member may resign by delivering his or her written resignation
to the chairman of the board of directors, or may be removed by majority vote of
the board of directors by delivery to such member of written notice of removal,
to take effect at a date specified therein, or upon delivery of such written
notice to such member if no date is specified.

III.  MEETINGS AND COMMITTEE ACTION

      The Committee shall meet at such times as it deems necessary to fulfill
its responsibilities. Meetings of the Committee shall be called by the chairman
of the Committee upon such notice as is provided for in the by-laws of the
company with respect to meetings of the board of directors. A majority of the
members shall constitute a quorum. Actions of the Committee may be taken in
person at a meeting or in writing without a meeting. Actions taken at a meeting,
to be valid, shall require the approval of a majority of the members present and
voting. Actions taken in writing, to be valid, shall be signed by all members of
the Committee. The Committee shall report its minutes from each meeting to the
board of directors.

      The chairman of the Committee shall establish such rules as may from time
to time be necessary or appropriate for the conduct of the business of the
Committee. At each meeting, the chairman shall appoint as secretary a person who
may, but need not, be a member of the Committee. A certificate of the secretary
of the Committee or minutes of a meeting of the Committee executed by the
secretary setting forth the names of the members of the Committee present at the
meeting or actions taken by the Committee at the meeting shall be sufficient
evidence at all times as to the members of the Committee who were present, or
such actions taken.


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IV.   COMMITTEE AUTHORITY AND RESPONSIBLITIES

      o     Developing the criteria and qualifications for membership on the
            board.

      o     Recruiting, reviewing and nominating candidates for election to the
            board of directors or to fill vacancies on the board of directors.

      o     Reviewing candidates proposed by stockholders, and conducting
            appropriate inquiries into the background and qualifications of any
            such candidates.

      o     Establishing subcommittees for the purpose of evaluating special or
            unique matters.

      o     Monitoring and making recommendations regarding committee functions,
            contributions and composition.

      o     Evaluating, on an annual basis, the Committee's performance.

VI.   REPORTING

      The Committee shall prepare a statement each year concerning its
compliance with this charter for inclusion in the Company's proxy statement.

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                              KIRLIN HOLDING CORP.

                     BOARD OF DIRECTOR CANDIDATE GUIDELINES

      The Nominating Committee of Kirlin Holding Corp. (the "Company") will
identify, evaluate and recommend candidates to become members of the Board of
Directors ("Board") with the goal of creating a balance of knowledge and
experience. Nominations to the Board may also be submitted to the Nominating
Committee by the Company's stockholders in accordance with the Company's policy,
a copy of which is attached hereto. Candidates will be reviewed in the context
of current composition of the Board, the operating requirements of the Company
and the long-term interests of the Company's stockholders. In conducting this
assessment, the Committee will consider and evaluate each director-candidate
based upon its assessment of the following criteria:

o     Whether the candidate is independent pursuant to the requirements of the
      Nasdaq Stock Market.

o     Whether the candidate is accomplished in his or her field and has a
      reputation, both personal and professional, that is consistent with the
      image and reputation of the Company.

o     Whether the candidate has the ability to read and understand basic
      financial statements. The Nominating Committee also will determine if a
      candidate satisfies the criteria for being an "audit committee financial
      expert," as defined by the Securities and Exchange Commission.

o     Whether the candidate has relevant experience and expertise and would be
      able to provide insights and practical wisdom based upon that experience
      and expertise.

o     Whether the candidate has knowledge of the Company and issues affecting
      the Company.

o     Whether the candidate is committed to enhancing stockholder value.

o     Whether the candidate fully understands, or has the capacity to fully
      understand, the legal responsibilities of a director and the governance
      processes of a public company.

o     Whether the candidate is of high moral and ethical character and would be
      willing to apply sound, objective and independent business judgment, and
      to assume broad fiduciary responsibility.

o     Whether the candidate has, and would be willing to commit, the required
      hours necessary to discharge the duties of Board membership.

o     Whether the candidate has any prohibitive interlocking relationships or
      conflicts of interest.

o     Whether the candidate is able to develop a good working relationship with
      other Board members and contribute to the Board's working relationship
      with the senior management of the Company.

o     Whether the candidate is able to suggest business opportunities to the
      Company.

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                    STOCKHOLDER RECOMMENDATIONS FOR DIRECTORS

      Stockholders who wish to recommend to the Nominating Committee a candidate
for election to the Board of Directors should send their letters to Kirlin
Holding Corp. 6901 Jericho Turnpike, Syosset, New York 11791, Attention:
Nominating Committee. The Corporate Secretary will promptly forward all such
letters to the members of the Nominating Committee. Stockholders must follow
certain procedures to recommend to the Nominating Committee candidates for
election as directors. In general, in order to provide sufficient time to enable
the Nominating Committee to evaluate candidates recommended by stockholders in
connection with selecting candidates for nomination in connection with the
Company's annual meeting of stockholders, the Corporate Secretary must receive
the stockholder's recommendation no later than thirty (30) days after the end of
the Company's fiscal year.

      The recommendation must contain the following information about the
candidate:

      o     Name;

      o     Age;

      o     Current business and residence addresses and telephone numbers, as
            well as residence addresses for the past 20 years;

      o     Principal occupation or employment and employment history (name and
            address of employer and job title) for the past 20 years (or such
            shorter period as the candidate has been in the workforce);

      o     Educational background;

      o     Permission for the Company to conduct a background investigation,
            including the right to obtain education, employment and credit
            information;

      o     Three (3) character references and contact information;

      o     The number of shares of common stock of the Company beneficially
            owned by the candidate;

      o     The information that would be required to be disclosed by the
            Company about the candidate under the rules of the SEC in a Proxy
            Statement soliciting proxies for the election of such candidate as a
            director (which currently includes information required by Items
            401, 404 and 405 of Regulation S-K); and

      o     A signed consent of the nominee to serve as a director of the
            Company, if elected.


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