EXHIBIT 10.2.1

                                    Exhibit 3

         This Substitute Exhibit 3 to the Fully Disclosed Clearing Agreement,
dated as of June 5, 2001, between BNY Clearing Services LLC and Kirlin
Securities, Inc. (the "Clearing Agreement") is made this 21st day of March,
2002. It supercedes in its entirety the Exhibit 3, dated as of June 5, 2001,
annexed to the Clearing Agreement. Terms used herein but not defined shall have
the same meanings as in the Clearing Agreement. This Substitute Exhibit 3 shall
supplement the Clearing Agreement. Nothing contained herein shall be deemed or
construed to amend, alter or delete any provision of the Clearing Agreement,
unless specifically stated herein.

         In consideration of the mutual promises and covenants contained in this
Exhibit 3, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1.   Subordinated Loan. BNYCS agrees to lend to Broker,  within two (2) business
     days of the date hereof,  the sum of  $2,500,000  as a  subordinated  loan,
     which  shall be  evidenced  by a  Subordinated  Loan  Agreement  (the "Loan
     Agreement") in the form attached hereto ("Subordinated Loan").

2.   Rebate of BNYCS Fees to Broker.

     (a)  As provided in this Section 2, BNYCS shall rebate and pay to Broker at
          the times and in the amounts set forth  herein  one-half  (1/2) of any
          amount  Broker pays to BNYCS  pursuant to Section 7.0 and Exhibit 2 of
          the Clearing Agreement  (collectively,  "BNYCS Fees"), up to a maximum
          rebate amount of $2,500,000 (the Broker's Rebate").

     (b)  In  calculating  BNYCS Fees  solely for  purposes of  determining  the
          amounts of the Broker's  Rebate,  (i) net interest on net margin debit
          balances shall be multiplied by 125 basis points and included as BNYCS
          Fees, (ii) money market mutual fund balances shall be multiplied by 40
          basis  points  and  included  in BNYCS  Fees,  and (iii)  all  charges
          included in the categories of Securities  Processing Charges and Other
          Charges/Credits  outlined on Exhibit 2 shall be net of BNYCS's  actual
          cost when calculating BNYCS Fees.

     (c)  The Broker's Rebate shall be paid to Broker by BNYCS as follows:

          (i) The  amount of the  Broker's  Rebate  from the  Commencement  Date
          through  February 28, 2003, up to a maximum of $250,000,  shall be due
          and payable on March 31, 2003.

          (ii) The amount of the Broker's  Rebate accrued from the  Commencement
          Date through May 31, 2003, less the amount of any payments  previously
          made  pursuant to paragraphs  (c) (i) and (c)(xi),  up to a maximum of
          $62,500, shall be due and payable on June 30, 2003.
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          (iii) The amount of the Broker's Rebate accrued from the  Commencement
          Date  through  August  31,  2003,  less  the  amount  of any  payments
          previously  made pursuant to paragraphs (c) (i),  (c)(ii) and (c)(xi),
          up to a maximum of $62,500,  shall be due and payable on September 30,
          2003.

          (iv) The amount of the Broker's  Rebate accrued from the  Commencement
          Date  through  November  30,  2003,  less the  amount of any  payments
          previously  made pursuant to paragraphs  (c) (i) through  (c)(iii) and
          (c)(xi),  up to a maximum  of  $62,500,  shall be due and  payable  on
          December 31, 2003.

          (v) The amount of the Broker's  Rebate  accrued from the  Commencement
          Date  through  February  29,  2004,  less the  amount of any  payments
          previously  made pursuant to  paragraphs  (c)  (i)through  (c)(iv) and
          (c)(xi), up to a maximum of $62,500, shall be due and payable on March
          31, 2004.

          (vi) The amount of the Broker's  Rebate accrued from the  Commencement
          Date through May 31, 2004, less the amount of any payments  previously
          made pursuant to paragraphs (c) (i) through (c)(v) and (c)(xi),  up to
          a maximum of $62,500, shall be due and payable on June 30, 2004.

          (vii) The amount of the Broker's Rebate accrued from the  Commencement
          Date  through  August  31,  2004,  less  the  amount  of any  payments
          previously  made  pursuant to paragraphs  (c) (i) through  (c)(vi) and
          (c)(xi),  up to a maximum  of  $62,500,  shall be due and  payable  on
          September 30, 2004.

          (viii) The amount of the Broker's Rebate accrued from the Commencement
          Date  through  November  30,  2004,  less the  amount of any  payments
          previously  made pursuant to paragraphs  (c) (i) through  (c)(vii) and
          (c)(xi),  up to a maximum  of  $62,500,  shall be due and  payable  on
          December 31, 2004.

          (ix) The amount of the Broker's  Rebate accrued from the  Commencement
          Date through  February 28, 2004,  the less the amounts of the previous
          payments  made  pursuant to paragraphs  (c)(i)  through  (c)(viii) and
          (c)(xi), shall be due and payable on March 31, 2005.

          (x) If (A)(i) Broker shall have obtained the requisite written consent
          of the NASD to make a  prepayment  of all or a portion of the  balance
          owed by  Broker  under  the  Subordinated  Loan  and  (ii)  made  such
          prepayment  to BNYCS,  and (B) the amount  actually  accrued under the
          Broker's  Rebate is in excess of the  payments  that  Broker  has paid
          under the Subordinated Loan, then, at the election of Broker, and upon
          fifteen (15) days' prior written  notice to BNYCS,  BNYCS shall pay to
          Broker the full amount  accrued up to an amount equal to the amount of
          all payments made by Broker to BNYCS under the Subordinated Loan, less
          the amount of any  payments  previously  made  pursuant to  paragraphs
          (c)(i) through (c)(xi).

          (xi) Nothing in this Exhibit 3 shall relieve  Broker of its obligation
          to make (A) the payments specified in Section 7.0 and Exhibit 2 of the
          Clearing  Agreement and (B) all payments due under the Loan Agreement,
          a  copy  of  which  is  annexed  hereto;  provided,  however,  in  any
          proceeding  brought  against  Broker by BNYCS to  collect  the  unpaid
          balance  under the  Subordinated  Loan,  Broker  shall be  entitled to
          set-off  against the unpaid  balance due the full amount accrued under
          the Broker's Rebate.
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3.   In no event  shall  Broker  be  entitled  to  receive  or be deemed to have
     earned, and there shall not be accrued in favor of the Broker, any Broker's
     Rebate:  (A) at any time when an Event (as  defined in the Loan  Agreement)
     shall have occurred and be  continuing,  (B) as long as the Broker shall be
     in  default in the  payment or  performance  of its  obligations  under the
     Clearing  Agreement  (provided that with respect to clauses (A) and (B), at
     such time as the Event shall no longer be  continuing  and the Broker is no
     longer in default in the payment or  performance  of its  obligations,  the
     accrual of the Broker's  Rebate shall  retroactively  be reinstated for the
     period of time in which the accrual was suspended),  or (C) in an amount in
     excess of the aggregate  amount of payments and prepayments paid in cash to
     BNYCS in  reduction  of the  principal  balance of the  Subordinated  Loan,
     except that in any  proceeding  brought  against Broker by BNYCS to collect
     the unpaid balance under the Subordinated Loan, Broker shall be entitled to
     set-off  against the unpaid  balance due the full amount  accrued under the
     Broker's Rebate.

4.   Miscellaneous.  This Exhibit 3: (A) is incorporated into and made a part of
     the  Clearing  Agreement,  (B) may only be amended in  accordance  with the
     amendment  provisions of the Clearing Agreement,  and (C) together with the
     Loan Agreement  constitutes the parties'  entire  agreement with respect to
     the subject matter hereof.

         IN WITNESS WHEREOF, the parties have executed this Substitute Exhibit 3
as of the date written above.

BNY Clearing Services LLC                      Kirlin Securities, Inc.

By: /s/                                        By: /s/
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Name:                                          Name: David O. Lindner
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Title:                                         Title: Co-Chief Executive Officer
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