EXHIBIT 10.28
                                      NASD

                           SUBORDINATED LOAN AGREEMENT

                                      SL-1

                                AGREEMENT BETWEEN


Lender    BNY Clearing Services LLC
      --------------------------------------------------------------------------
                                     (Name)

111 East Kilbourn Avenue
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                                (Street Address)

Milwaukee                   Wisconsin                           53202
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         (City)              (State)                             (Zip)


                                       AND

Broker-Dealer       Kirlin Securities, Inc.
             -------------------------------------------------------------------
                                     (Name)

                              6901 Jericho Turnpike
--------------------------------------------------------------------------------
                                (Street Address)

Syosset                      New York                             11791
--------------------------------------------------------------------------------
         (City)              (State)                              (Zip)


NASD ID NO.:
            --------------------------------------------------------------------


DATE FILED:
           ---------------------------------------------------------------------


<PAGE>



                                      NASD
                           SUBORDINATED LOAN AGREEMENT


                  AGREEMENT dated March 21, 2002, to be effective March 21, 2002
between BNY Clearing Services LLC (the "Lender") and Kirlin Securities, Inc.
(the "Broker-Dealer").

                  In consideration of the sum of $2,500,000 and subject to the
terms and conditions hereinafter set forth, as well as in the Addendum attached
hereto and made a part hereof, the Broker- Dealer promises to pay to the Lender
or assigns on __________________1 (the "Scheduled Maturity Date") the
aforedescribed sum and interest thereon payable at the rate of _______2 percent
per annum from the effective date of this Agreement, which date shall be the
date so agreed upon by the Lender and the Broker-Dealer unless otherwise
determined by the National Association of Securities Dealers, Inc. ("NASD").
This Agreement shall not be considered a satisfactory subordination agreement
pursuant to the provisions of 17 CFR 240.15c3-1d unless and until the NASD has
found the Agreement acceptable and such Agreement has become effective in the
form found acceptable.

                  The cash proceeds covered by this Agreement shall be used and
dealt with by the Broker-Dealer as part of its capital and shall be subject to
the risks of the business. The Broker- Dealer shall have the right to deposit
any cash proceeds of this Subordinated Loan Agreement in an account or accounts
in its own name in any bank or trust company.

                  The Lender irrevocably agrees that the obligations of the
Broker-Dealer under the Agreement with respect to the payment of principal and
interest shall be and are subordinate in right of payment and subject to the
prior payment or provision for payment in full of all claims of all other
present and future creditors of the Broker-Dealer arising out of any matter
occurring prior to the date on which the related Payment Obligation (as defined
herein) matures consistent with the provisions of 17 CFR 240.15c3-1 and
240.15c3-1d, except for claims which are the subject of subordination agreements
which rank on the same priority as, or are junior to the claim of the Lender
under such subordination agreements.

I.       PERMISSIVE PREPAYMENTS

                  At the option of the Broker-Dealer, but not at the option of
the Lender, payment of all or any part of the "Payment Obligation" amount hereof
prior to the Scheduled Maturity Date may be made by the Broker-Dealer only upon
receipt of the prior written approval of the NASD, but in no event may any
prepayment be made before the expiration of one year from the date this
Agreement became effective. No prepayment shall be made if, after giving effect
thereto (and all payments of Payment Obligations under any other subordination
agreements then outstanding, the maturity or accelerated maturity of which are
scheduled to fall due either within six months after the date such prepayment is
to occur or on or prior to the date on which the Payment Obligation hereof
--------
1        See paragraph 2 of the Addendum
2        See paragraph 1 of the Addendum


                                        1

<PAGE>



is scheduled to mature, whichever date is earlier), without reference to any
projected profit or loss of the Broker-Dealer, either aggregate indebtedness of
the Broker-Dealer would exceed 1000 percent of its net capital or such lesser
percent as may be made applicable to the Broker-Dealer from time to time by the
NASD, or a governmental agency or self-regulatory body having appropriate
authority, or if the Broker-Dealer is operating pursuant to paragraph (a)(1)(ii)
of 17 CFR 240.15c3-1, its net capital would be less than 5 percent of aggregate
debit items computed in accordance with 17 CFR 240.15c3-3a, or, if registered as
a futures commissions merchant, 7 percent of the funds required to be segregated
pursuant to the Commodity Exchange Act and the regulations thereunder, (less the
market value of commodity options purchased by option customers on or subject to
the rules of a contract market, provided, however, the deduction for each option
customer shall be limited to the amount of customer funds in such option
customers account), if greater, or its net capital would be less than 120
percent of the minimum dollar amount required by 17 CFR 240.15c3- 1 or such
greater dollar amount as may be made applicable to the Broker-Dealer by the
NASD, or a governmental agency or "self-regulatory" body having appropriate
authority.

II.      SUSPENDED REPAYMENTS

                  (a) The Payment Obligation of the Broker-Dealer shall be
suspended and shall not mature if, after giving effect to such payment (together
with the payment of any Payment Obligation of the Broker-Dealer under any other
subordination agreement scheduled to mature on or before such Payment
Obligation) the aggregate indebtedness of the Broker-Dealer would exceed 1200
percent of its net capital or such lesser percent as may be made applicable to
the Broker-Dealer from time to time by the NASD, or a governmental agency or
self-regulatory body having appropriate authority, or if the Broker-Dealer is
operating pursuant to paragraph (a)(1)(ii) of 17 CFR 240.15c3-1, its net capital
would be less than 5 percent of aggregate debit items computed in accordance
with 17 CFR 240.15c3-3a, or, if registered as a futures commission merchant, 6
percent of the funds required to be segregated pursuant to the Commodity
Exchange Act and the regulations thereunder, (less the market value of commodity
options purchased by option customers on or subject to the rules of a contract
market, provided, however, the deduction for each option customer shall be
limited to the amount of customer funds in such option customers account,) if
greater, or its net capital would be less than 120 percent of the minimum dollar
amount required by 17 CFR 240.15c3-1, or such greater dollar amount as may be
made applicable to the Broker-Dealer by the NASD, or a governmental agency or
self-regulatory body having appropriate authority.

                  (b) The Broker-Dealer agrees that if its obligation to pay the
principal amount hereof is suspended for a period of six months, the
Broker-Dealer will thereupon commence a rapid and orderly complete liquidation
of its business. The date on which the liquidation commences shall be the
maturity date for each subordination agreement of the Broker-Dealer then
outstanding.

III.     ACCELERATED MATURITY OF THE SUBORDINATION AGREEMENT UPON THE
         OCCURRENCE OF AN EVENT OF ACCELERATION (OPTIONAL)

                  By prior written notice delivered to the Broker-Dealer at its
principal office and to the NASD upon the occurrence of any Event of
Acceleration (as defined herein), given no sooner than six months from the
effective date of this Agreement, the Lender may accelerate such Payment


                                        2

<PAGE>



Obligation to the last business day of a calendar month not less than six months
after the receipt of such notice by both the Broker-Dealer and the NASD. If,
upon such accelerated maturity ,the Payment Obligation of the Broker-Dealer is
suspended pursuant to paragraph II of this Agreement, and liquidation of the
Broker Dealer has not commenced on or prior to such accelerated maturity date,
such Agreement shall mature on the day immediately following such accelerated
maturity date and, in any event, the Payment Obligations of the Broker-Dealer
with respect to all other subordination agreements then outstanding shall also
mature at the same time. Events of Acceleration which may be included shall be
limited to:

               (a) Failure to pay  interest or any  installment  of principal on
this Agreement as scheduled;

               (b)  Failure  to  pay  when  due  other  money  obligations  of a
specified material amount;

               (c) Discovery  that any  material,  specified  representation  or
warranty of the  broker-dealer  which is included in this Agreement and on which
this  Agreement was based or continued was  inaccurate in a material  respect at
the time made; or

               (d) The  following  specified  and clearly  measurable  event(s),
which the Lender and  Broker-Dealer  agree (i) is a significant  indication that
the financial position of the Broker-Dealer has changed materially and adversely
from agreed upon specified  norms; or (ii) could materially and adversely affect
the ability of the  Broker-Dealer  to conduct its  business as  conducted on the
effective date of the subordination agreements; or (iii) is a significant change
in  the  senior  management  or  in  the  general  business   conducted  by  the
Broker-Dealer from the date this Agreement became effective;  or (iv) constitute
continued failure to perform  agreed-upon  covenants  included in this Agreement
relating to the maintenance and reporting by the  Broker-Dealer of its financial
position or relating to the conduct of its business.

                  The events of Acceleration as discussed in paragraphs (a)
through (d) with respect to this Agreement are enumerated below:

                  See paragraph 6 of the Addendum.

IV.      ACCELERATED MATURITY OF THE SUBORDINATION AGREEMENT UPON THE
         OCCURRENCE OF AN EVENT OF DEFAULT

               (a) If the liquidation of the business of the Broker-Dealer has
not already commenced, the Payment Obligation  shall  mature, together  with
accrued interest or compensation, upon the occurrence of an Event of Default, as
hereinafter defined.

               (b) Further, if liquidation of the business of the Broker-Dealer
has not already commenced,  the rapid and orderly liquidation of the business of
the Broker-Dealer shall then commence upon the happening of an Event of Default,
and the date of said Event of Default shall be the date on which the Payment
Obligations of the Broker-Dealer with respect to all other subordination
agreements then outstanding shall mature.

                                        3

<PAGE>

                Events of Default which may be included shall be limited to:

                    (i) The filing of an application by the Securities  Investor
Protection   Corporation  for  a  decree  adjudicating  that  customers  of  the
Broker-Dealer are in need of protection under the Securities Investor Protection
Act of 1970 and the failure of the Broker-Dealer to obtain the dismissal of such
application within 30 days;

                    (ii)  The  aggregate   indebtedness  of  the   Broker-Dealer
exceeding  1500  percent of its net capital  or, in the case of a  Broker-Dealer
which has elected to operate under paragraph (a)(1)(ii) of 17 CFR 240.15c-1, its
net  capital  computed  in  accordance  therewith  is less than 2 percent of its
aggregate  debit items computed in accordance  with 17 CFR  240.15c3-3a,  or, if
registered as a futures commission  merchant, 4 percent of the funds required to
be  segregated  pursuant  to the  Commodity  Exchange  Act and  the  regulations
thereunder,  (less the market  value of  commodity  options  purchased by option
customers on or subject to the rules of a contract  market,  provided,  however,
the  deduction  for each  option  customer  shall be  limited  to the  amount of
customer  funds in such option  customer's  account) if  greater,  throughout  a
period of 15 consecutive business days,  commencing on the day the Broker-Dealer
first  determines  and  notifies  the  Lender  and the NASD,  or the NASD or the
Commission first determines and notifies the Broker-Dealer of such fact;

                    (iii)  Revocation by the Commission of the  registration  of
the Broker- Dealer;

                    (iv) Suspension by the NASD (without reinstatement within 10
days) or revocation of the Broker-Dealer's status as a member thereof; and,

                    (v) Receivership,  insolvency,  liquidation  pursuant to the
Securities Investor Protection Act of 1970 or otherwise, bankruptcy,  assignment
for  the  benefit  of  creditors,  reorganization  whether  or not  pursuant  to
bankruptcy  laws, or any other  marshaling of the assets and  liabilities of the
Broker-Dealer.

V.       NOTICE OF MATURITY OR ACCELERATED MATURITY

                  The Broker-Dealer shall immediately notify the NASD if, after
giving effect to all payments of Payment Obligations under subordination
agreements then outstanding which are then due or mature within six months
without reference to any projected profit or loss of the Broker- Dealer, either
the aggregate indebtedness of the Broker-Dealer would exceed 1200 percent of its
net capital, or in the case of a Broker-Dealer operating pursuant to paragraph
(a)(1)(ii) of 17 CFR 240.15c3-1, its net capital would be less than 5 percent of
aggregate debit items computed in accordance with 17 CFR 240.15c3-3a, or, if
registered as a futures commissions merchant, 6 percent of the funds required to
be segregated pursuant to the Commodity Exchange Act and the regulations
thereunder, (less the market value of commodity options purchased by option
customers on or subject to the rules of a contract market, provided, however,
the deduction for each option customer


                                        4

<PAGE>



shall be limited to the amount of customer funds in such option customer's
account,) if greater, and in either case, if its net capital would be less that
120 percent of the minimum dollar amount required by 17 CFR 240.15c3-1, or such
greater dollar amount as may be made applicable to the Broker- Dealer by the
NASD, or a governmental agency or self-regulatory body having appropriate
authority.

VI.      BROKER-DEALERS CARRYING THE ACCOUNTS OF SPECIALISTS AND MARKET
         MAKERS IN LISTED OPTIONS

                  A Broker-Dealer who guarantees, endorses, carries or clears
specialist or market-maker transactions in options listed on a national
securities exchange or facility of a national securities association shall not
permit a reduction, prepayment or repayment of the unpaid principal amount if
the effect would cause the equity required in such specialist or market-maker
accounts to exceed 1000 percent of the Broker-Dealer's net capital or such
percent as may be made applicable to the Broker-Dealer from time to time by the
NASD or a governmental agency or self-regulatory body having appropriate
authority.

VII.     BROKER-DEALERS REGISTERED WITH CFTC

                  If the Broker-Dealer is a futures commission merchant or
introductory broker as that term is defined in the Commodity Exchange Act, the
Organization agrees, consistent with the requirements of 1.17(h) of the
regulations of the CFTC (17 CFR 1.17(h)), that:

                  (a) Whenever prior written notice by the Broker-Dealer to the
NASD is required pursuant to the provisions of this Agreement, the same prior
written notice shall be given by the Broker-Dealer to (i) the CFTC at its
principal office in Washington, D.C., attention Chief Accountant of Division of
Trading and Markets, and/or (ii) the commodity exchange of which the
Organization is a member and which is then designated by the CFTC as the
Organization's designated self-regulatory organization (the "DSRO");

                  (b) Whenever prior written consent, permission or approval of
the NASD is required pursuant to the provisions of this Agreement, the
Broker-Dealer shall also obtain the prior written consent, permission or
approval of the CFTC (and/or the DSRO); and,

                  (c) Whenever the Broker-Dealer receives written notice of
acceleration of maturity pursuant to the provisions of this Agreement, the
Broker-Dealer shall promptly give written notice thereof to the CFTC at the
address above stated and/or to the DSRO.

VIII.    GENERAL

                  This Agreement shall not be subject to cancellation by either
the Lender or the Broker-Dealer, and no payment shall be made, nor the Agreement
terminated, rescinded, or modified by mutual consent or otherwise if the effect
thereof would be inconsistent with the requirements of 17 CFR 240.15c3-1 and
240.15c3-1d.

                   The  Agreement  may  not  be  transferred,  sold,  assigned,
pledged, or otherwise

                                        5

<PAGE>



encumbered or otherwise disposed of, and no lien, charge or other encumbrance
may be created or permitted to be created thereon without the prior written
consent of the NASD.

                  In the event of the appointment of a receiver or trustee of
the Broker-Dealer or in the event of its insolvency, liquidation pursuant to the
Securities Investor Protection Act of 1970 or otherwise, bankruptcy, assignment
for the benefit of creditors, reorganization whether or not pursuant to
bankruptcy laws, or any other marshaling of the assets and liabilities of the
Broker- Dealer, the Payment Obligation of the Broker-Dealer shall mature, and
the holder hereof shall not be entitled to participate or share, ratably or
otherwise, in the distribution of the assets of the Broker- Dealer until all
claims of all other present and future creditors of the Broker-Dealer, whose
claims are senior hereto, have been fully satisfied.

                  The Lender irrevocably agrees that the loan evidenced hereby
is not being made in reliance upon the standing of the Broker-Dealer as a member
organization of the NASD or upon the NASD surveillance of the Broker-Dealer's
financial position or its compliance with the By-Laws, rules and practices of
the NASD. The Lender has made such investigation of the Broker-Dealer and its
partners, officers, directors and stockholders as the Lender deems necessary and
appropriate under the circumstances. The Lender is not relying upon the NASD to
provide any information concerning or relating to the Broker-Dealer and agrees
that the NASD has no responsibility to disclose to the Lender any information
concerning or relating to the Broker-Dealer which it may now, or at any future
time, have.

                  The term "Broker-Dealer" as used in this Agreement shall
include the broker-dealer, its heirs, executors, administrators, successors, and
assigns.

                  The term "Payment Obligation" shall mean the obligation of the
Broker-Dealer to repay cash loaned to it pursuant to this Subordinated Loan
Agreement.

                  The provisions of this Agreement shall be binding upon the
Broker-Dealer and the Lender and their respective heirs, executors,
administrators, successors and assigns.

                  This instrument, together with the Addendum and Exhibit 3
attached hereto, embodies the entire agreement between the Broker-Dealer and
Lender and no other evidence of such agreement has been or will be executed
without the prior written consent of the NASD.

                                        6

<PAGE>



                  IN WITNESS WHEREOF the parties have set their hands and seal
this 21st day of March, 2002.

                                           KIRLIN SECURITIES, INC.
                                          -------------------------------------
                                                    (Name of Broker-Dealer)


                                           By:   /s/ David O. Lindner       L.S.
                                              ------------------------------
                                                    (Authorized Person)

                                           BNY CLEARING SERVICES LLC
                                           -------------------------------------
                                                    (Lender)


                                           By:   /s/
                                              ----------------------------------

                                           FOR NASD USE ONLY


                                           ACCEPTED BY
                                                      --------------------------
                                                                     (Name)

                                                       -------------------------
                                                                     (Title)


                                           EFFECTIVE DATE:
                                                          ----------------------
                                           LOAN NUMBER:
                                                          ----------------------
                                        7

<PAGE>


                           SUBORDINATED LOAN AGREEMENT
                              LENDER'S ATTESTATION

                  It is recommended that you discuss the merits of this
investment with an attorney, accountant or some other person who has knowledge
and experience in financial and business matters prior to executing this
Agreement.

               1.   I have  received  and reviewed a reprint of Appendix D of 17
                    CFR 240.15c3-1, and am familiar with its provisions.

               2.   I am aware  that the  funds or  securities  subject  to this
                    Agreement  are  not  covered  by  the  Securities   Investor
                    Protection Act of 1970.

               3.   I understand that I will be furnished  financial  statements
                    pursuant to SEC Rule 17a-5(c).

               4.   On  the  date  this   Agreement   was  entered   into,   the
                    broker-dealer  carried funds or  securities  for my account.
                    (State Yes or No) No.

               5.   Lender's  business  relationship  to  the  broker-dealer  is
                    Clearing firm.

               6.   If not a partner  or  stockholder  actively  engaged  in the
                    business of the broker-dealer,  acknowledge  receipt of the
                    following:

                    a.   Certified  audit  and  accountant's  certificate  dated
                         _______________,

                    b.   Disclosure  of financial  and/or  operational  problems
                         since the last certified audit which required reporting
                         pursuant to SEC Rule 17a-11 (If no such  reporting  was
                         required, state "none") ________________

                    c.   Balance sheet and  statement of ownership  equity dated
                         ___________

                    d.   Most recent  computation  of net capital and  aggregate
                         indebtedness    or   aggregate    debit   items   dated
                         _________________,   reflecting   a  net   capital   of
                         $_______________ and a ratio of ____________________

                    e.   Debt/equity   ratio  as  of   ____________________   of
                         _______________

                    f.   Other disclosures:_____________________________________


Dated:   _________________, 2002            ____________________________ (L.S.)
                                                      (Lender)


                                        8

<PAGE>

                                                                  Execution Copy

                           ADDENDUM TO NASD FORM SL-1
                           SUBORDINATED LOAN AGREEMENT

         This is an Addendum (this "Addendum") to the Subordinated Loan
Agreement (as supplemented hereby, the "Loan Agreement"), dated March 21, 2002,
by and between KIRLIN SECURITIES, INC., a Delaware corporation (referred to in
this Addendum as the "Broker-Dealer" or the "Borrower") and BNY CLEARING
SERVICES LLC, a Delaware limited liability company (the "Lender"). Capitalized
terms used herein that are defined in the Loan Agreement shall have the meanings
therein defined.

         Notwithstanding anything to the contrary contained in the Loan
Agreement:

1.       Interest:

         The principal amount hereof (the "Loan") shall bear no interest prior
to maturity. After maturity, whether by acceleration or otherwise, the Loan
shall bear interest, whether before or after the entry of judgment thereon,
calculated on the basis of a 360-day year for the actual number of days elapsed,
at a rate per annum equal to 2% plus a rate of interest per annum equal to the
rate (the "BNY Rate") of interest publicly announced in New York City by The
Bank of New York ("BNY") from time to time as its prime commercial lending rate,
such rate to be adjusted automatically (without notice) on the effective date of
any change in such publicly announced rate. The Borrower acknowledges that the
BNY Rate is not the lowest rate of interest charged by BNY or the Lender for
loans. Any change in the interest rate resulting from a change in the BNY Rate
shall become effective as of the opening of business on the day on which such
change shall become effective.

2.       Payments; Prepayments:

         The Loan shall be payable in 9 installments of principal in the
following amounts on the following dates: $250,000 on March 31, 2003, $62,500 on
the last day of each June, September, December and March thereafter, until March
31, 2005 on which date the entire unpaid principal balance of the Loan shall be
due and payable. Each payment of principal of the Loan shall be paid to the
credit of the Lender's account no. 8900402148 maintained at the office of BNY at
One Wall Street, New York, New York (Routing #021000018), or at such other place
as the Lender may specify from time to time, in lawful money of the United
States in immediately available funds, failing which, unless the Payment
Obligation is suspended as provided in the Loan Agreement, the Lender shall be
entitled to all of the rights and remedies of an unpaid creditor with a matured
debt provided by law, subject to the provisions for subordination set forth in
the Loan Agreement. The Borrower shall have the right to prepay the Loan at any
time and from time to time, without premium or penalty, subject to the
provisions of paragraph I of the Loan Agreement. Amounts paid or prepaid may not
be reborrowed. Prepayments shall be applied to installments due on the Loan in
the inverse order of the maturity thereof.

<page>

3.       Representations and Warranties:

         The Borrower represents and warrants that on the date hereof as well as
on the date of the making of the Loan:

         (a) it is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, has all requisite power and
authority to carry on its business as now conducted, is qualified to do business
in, and is in good standing in, every jurisdiction where such qualification is
required, except where the failure to so qualify or be in good standing would
not reasonably be expected to have a Material Adverse Effect.

         (b) it has full power and authority to enter into the Subordinated Loan
Agreement, dated the date hereof (the "Loan Agreement"), to make the borrowing
contemplated thereunder, and to perform its obligations thereunder, all of which
have been duly authorized by all proper and necessary action and none of which
will conflict with any provision of any law, rule, regulation, judgment, writ or
order which is binding upon the Borrower, or with the Borrower's certificate of
incorporation and by-laws (the Borrower's "Organization Documents"), or result
in a breach of or constitute a breach under any material agreement, indenture,
or note to which the Borrower is a party or which is binding upon it or its
properties,

         (c) it is not in default under any law, rule, regulation, judgment,
writ or order or any such agreement, indenture, or note that could reasonably be
expected to have a Material Adverse Effect,

         (d) the obligations of the Borrower under the Loan Agreement will
constitute valid and binding obligations of the Borrower enforceable against the
Borrower in accordance with their terms,

         (e) without in any way affecting the provisions of the fourth
unnumbered paragraph of paragraph X. of the Loan Agreement, it is a member firm
in good standing of the NASD and is registered as a broker-dealer with the SEC,

         (f) the Borrower's most recent financial statements (dated September
30, 2001) and FOCUS Report (dated October 31, 2001), copies of which have been
delivered to the Lender, have been prepared in conformity with GAAP, and present
fairly the financial condition of the Borrower as at such dates and the results
of its operations for such periods,

         (g) since the date of such financial statements, there has been no
Material Adverse Change and no litigation is pending or threatened which, if
determined adversely to the Borrower, could reasonably be expected to constitute
a Material Adverse Change,

         (h) the Borrower is not in arrears regarding any assessment by SIPC,

         (i) no authorization, consent or approval of any governmental body
(except approval of the Loan Agreement and the Loan by the Examining Authority
pursuant to 17 CFR 240.15c3-1) is or will be necessary to the valid execution,
delivery or performance by the Borrower of the Loan Agreement,

                                       2
<page>

         (j) the Borrower has filed (or has obtained extensions of the time by
which it is required to file) all United States federal income tax returns and
all other material tax returns required to be filed by it and has paid all taxes
shown due on the returns so filed as well as all other taxes, assessments and
governmental charges which have become due, and

         (k) the Borrower is, and after giving effect to the Loan, will be in
compliance with the net capital requirements of 17 CFR 240.15c3-1 applicable to
the Borrower.

4.       Affirmative Covenants:

         Until the Loan is made, and thereafter so long as the Loan remains
outstanding and unpaid, unless the Lender shall otherwise consent in writing,
the Borrower agrees that it will:

         4.1. Reporting Requirements.

         (a) Furnish to the Lender within 90 days of the closing of each year a
copy of the annual audit report for such year for the Borrower, including
therein a balance sheet (which will include the goodwill account on such balance
sheet) and statement of income and retained earnings of the Borrower for such
year, in each case prepared in accordance with GAAP as applied to security
brokers and dealers and certified by Goldstein Golub Kessler, or other
independent certified public accountants selected by the Borrower, which audit
report shall be unqualified and accompanied by a certificate of such accountants
stating that in the course of the regular audit of the accounts of the Borrower,
which audit was conducted by such accountants in accordance with generally
accepted auditing standards, such accountants have obtained no knowledge that an
Event has occurred, or if, in the opinion of such accountants, any Event has
occurred, a statement as to the nature thereof.

         (b) Furnish to the Lender promptly upon the filing thereof with any
national securities exchange or registered national securities association, a
copy of each report as to the Borrower filed on any Part of Form X-17A-5.

         (c) Furnish to the Lender from time to time such further information
regarding the business, affairs and financial condition of the Borrower as the
Lender may reasonably request.

         (d) Give the Lender prompt written notice upon becoming aware of any
Event or a breach or violation of any provision of paragraph 5 or 6 of this
Addendum.

         (e) Permit the Lender and any duly authorized representative of the
Lender upon two Business Days' notice or, if an Event has occurred and is
continuing, during normal business hours, to examine the books and records of
the Borrower and make copies or extracts therefrom.

                                       3
<page>

         4.2. Existence, etc.

                  Maintain its existence as a corporation under the laws of the
State of its incorporation and maintain its membership in the NASD in good
standing (provided that nothing contained herein shall limit the operation of
the fourth unnumbered paragraph of paragraph X of the Loan Agreement) and
maintain its registration as a broker and dealer with the SEC in full force and
effect and, if the Borrower is registered as a futures commission merchant,
maintain its registration in such capacity with the CFTC.

         4.3. Notices.

                  Promptly notify the Lender of (a) any action, suit or
proceeding (including any arbitration proceeding) that could reasonably be
expected to have a Material Adverse Effect, and (b) any Material Adverse Change.

         4.4. Payment of Obligations.

                  Make each payment of (i) principal on the Loan, and (ii) all
other amounts owing under this Agreement when due and payable in accordance with
the provisions hereof.

         4.5. Insurance.

                  Insure and keep insured all of its property of an insurable
nature against fire and other casualties in such manner as like properties are
usually insured by others operating properties of similar character in a similar
locality and maintain at all times with one or more responsible insurance
companies brokers' blanket bond insurance covering the Borrower, the face amount
of which brokers' blanket bond insurance shall be not less than that required by
the NASD and the deductibility feature of which shall not be greater than
$100,000.

         4.6. Payment of Taxes and Claims.

                  Duly pay and discharge, or cause to be paid and discharged,
all material taxes, assessments, and other governmental charges imposed upon it
or its properties or any parts thereof or income and profits therefrom, except
such items as are being appropriately contested in good faith, provided that
there shall be set aside on its books reserves deemed adequate by it with
respect thereto.

         4.7. Maintenance of Properties.

                  Keep all of its properties necessary in its business, in the
judgment of the Borrower, in good working order and condition, ordinary wear and
tear excepted.

         4.8. Plans.

                  So long as the Borrower maintains or is required to make
employer contributions to any Plan, (i) make at all times timely payments of
contributions required to meet the minimum funding standard set forth in ERISA
and the Code with respect to employees of the Borrower who are participants in
such Plan, and (ii) furnish to the Lender promptly if and when any member of the
Controlled Group (a) gives or is required to give notice to the PBGC of any
Reportable Event with respect to any Plan which might constitute grounds for a

                                       4
<page>

termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give notice of any such
Reportable Event, a copy of the notice of such Reportable Event given or
required to be given to the PBGC; (b) receives notice of complete or partial
withdrawal liability under Title IV of ERISA, a copy of such notice; or (c)
receives notice from the PBGC under Title IV of ERISA of an intent to terminate
or appoint a trustee to administer any Plan, a copy of such notice.

         4.9. Compliance with Agreements.

                  Comply with all applicable provisions of all material
agreements, indentures, leases, contracts and other documents binding upon it or
any of its properties, except to the extent that non-compliance therewith would
not be reasonably expected to have a Material Adverse Effect.

         4.10. Compliance with Law.

                  Comply in all material respects with all laws, rules and
regulations of the SEC, the NASD, the CFTC and all other bodies having power to
regulate the activities of the Borrower, except to the extent that
non-compliance therewith would not have a Material Adverse Effect.

         4.11. Net Capital Requirement.

                  Continue to elect the net capital requirement set forth in
paragraph (a)(1)(i) of Rule 15c3-1.

         4.12. Net Capital.

                  Maintain its Net Capital at all times (i) until December 31,
2003 in an amount at least equal to the sum of $250,000 plus 100% of the amount
of net capital the borrower is required to maintain under Rule 15c3-1 (ii)
thereafter in an amount at least equal to the sum of the outstanding principal
balance of the Loan plus 100% of the amount of net capital the borrower is
required to maintain under Rule 15c3-1.

         4.13. Senior Subordinated Debt.

                  Maintain at all times the Loan and the Note so as to be senior
in right of payment to any other present or future Subordinated Debt of the
Borrower, including making express written provision therein that the Loan and
the Note are senior in right of payment thereto.

5.       Negative Covenants:

         So long as the Loan remains unpaid, unless the Lender shall otherwise
consent in writing, the Borrower agrees that it will not:

         5.1. Sale of Assets; Mergers and Consolidations.

         (a) Liquidate, sell, transfer, convey or lease any part of its property
which accounts for more than 33% of its assets, except for sales of securities
and bank debt in the ordinary course of business, or (b) merge or consolidate
with or into any other Person unless the Borrower is the survivor thereof.

                                       5
<page>

         5.2. Nature of Business.

                  Permit  any  material  change to be made in the  general
character  of the business of the Borrower as carried on at the date hereof.

6.       Events of Acceleration:

         The Events of Acceleration discussed in paragraphs (a) through (d) of
paragraph IV of the Loan Agreement are: the Borrower fails to make any payment
of principal on the Loan when due; any material representation or warranty
contained herein or in any document furnished in compliance herewith or in
reference hereto shall have been false or misleading in any material respect
when made; the Borrower fails to perform or observe any covenant contained in
paragraphs 4.1(e), 4.2, 4.12, 4.13 or any paragraph of paragraph 5 above which
failure is not remedied immediately upon the earlier of such failure becoming
known to the Borrower or the Lender notifying the Borrower thereof; the Borrower
fails to comply with any other covenant or provision hereof for more than 30
days after the earlier of such failure becoming known to the Borrower or the
Lender notifying the Borrower thereof; the Borrower or any Subsidiary fails to
make payment when due (whether by acceleration or otherwise) on the principal of
or interest on any other Indebtedness which default shall continue beyond the
period of grace, if any, provided with respect thereto; Indebtedness of the
Borrower or any Subsidiary in an aggregate amount in excess of $100,000 in an
aggregate amount in excess of $100,000 shall have been accelerated so that the
same shall become due and payable prior to the date on which the same would
otherwise become due and payable; judgments against the Borrower and its
Subsidiaries in an aggregate amount in excess of $100,000 shall remain unpaid,
unstayed on appeal, undischarged, unbonded or undismissed for a period of more
than 30 days; the Payment Obligation shall be suspended for 30 or more days; the
Borrower shall cease to be a member organization of the NASD; the NASD shall
suspend and not reinstate within 10 days the Borrower or revoke its membership
as a member firm or the SEC or the NASD shall make a decision, enter an order or
take other action which materially, adversely affects the Borrower's business
and such decision, order or action shall continue unstayed and in effect for 30
or more days; the Borrower shall fail to file any report or information required
pursuant to SIPA or to pay when due all or any part of an assessment made upon
it pursuant to SIPA, and such failure shall not have been cured within 10 days
after receipt by it of notice of such failure given by or on behalf of SIPC.

7.       Other Provisions:

         No delay on the part of the Lender in the exercise of any power or
right shall operate as a waiver thereof, nor shall any single or partial
exercise of any power or right preclude other or further exercise thereof or the
exercise of any other power or right. In addition to the notice requirements
contained in the Loan Agreement, all notices, requests and demands to or upon
the parties hereto to be effective shall be in writing and, unless otherwise
expressly provided therein, shall be sent by hand, or by certified mail, with
postage prepaid, return receipt requested, or any reputable overnight carrier
that provides proof of receipt, sent to the address set forth on the cover page
to the Loan Agreement, or to such other addresses as to which a party hereto may
be hereafter notified by the other party hereto. Notices which are delivered by
hand or courier prior to 5:00 p.m., local time, shall be deemed delivered on the
date of actual delivery. Hand or courier delivery after 5:00 p.m., local time,
shall be deemed delivered on the next business day and notices sent by mail
shall be deemed delivered on the fifth business day after the date of mailing.
The Borrower may not assign, delegate or transfer any of its rights or

                                       6
<page>

obligations under the Loan Agreement without the prior written consent of the
Lender and the prior written approval of the NASD, the Loan Agreement is being
signed and delivered in New York, New York, and the parties hereto agree that
the Loan Agreement shall be construed in accordance with the internal laws of
the State of New York without regard to principles of conflict of laws, any
taxes enacted after the date hereof (excluding taxes based upon or measured by
income) payable to any Federal or State authority in respect of the Loan
Agreement shall be paid by the Borrower, together with interest and penalties
(except any interest and penalties imposed by reason of the negligence or
misconduct of the Lender), if any, the Borrower agrees to reimburse the Lender
for any and all reasonable expenses paid or incurred by it in connection with
the, enforcement of the Loan Agreement or of any right or claim in connection
therewith, including, without limitation, reasonable attorneys' fees, whether or
not suit is instituted, this Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which, when taken together, shall constitute
but one contract, the Loan Agreement and any separate letter agreements with
respect to fees payable to the Lender constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof, except as provided above, the Loan Agreement shall become effective when
it shall have been executed by the Lender and when the Lender shall have
received a counterpart hereof which bears the signature of the Borrower (and it
shall become effective as a subordinated loan meeting the requirements of 17 CFR
240.15c3-1 when it shall have been approved by the NASD) and thereafter shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, delivery of an executed counterpart of the Loan
Agreement by facsimile transmission shall be effective as delivery of a manually
executed counterpart thereof, every provision of the Loan Agreement is intended
to be severable, and if any term or provision thereof shall be invalid, illegal
or unenforceable for any reason, the validity, legality and enforceability of
the remaining provisions thereof shall not be affected or impaired thereby, and
any invalidity, illegality or unenforceability in any jurisdiction shall not
affect the validity, legality or enforceability of any such term or provision in
any other jurisdiction, the Borrower hereby irrevocably submits to the personal
jurisdiction of any New York State or Federal Court sitting in the County of New
York over any suit, action or proceeding arising out of or relating to the Loan
Agreement, the Borrower irrevocably waives, to the fullest extent not prohibited
by law, any objection which it may now or hereafter have to the laying of the
venue of any such suit, action or proceeding brought in such a court and any
claim that any such suit, action or proceeding brought in such a court has been
brought in an inconvenient forum, and agrees that a final judgment in any such
suit, action or proceeding brought in such a court, after all appropriate

                                       7
<page>

appeals, shall be conclusive and binding upon it, process may be served in any
suit, action, counterclaim or proceeding of the nature referred to in the
preceding clause by mailing copies thereof by registered or certified mail,
postage prepaid, return receipt requested, to the address of the Borrower set
forth on the cover page of the Loan Agreement or to any other address of which
the Borrower shall have given written notice to the Lender, and the Borrower
agrees that such service shall be deemed in every respect effective service of
process upon it in any such suit, action, counterclaim or proceeding, and shall
to the fullest extent enforceable by law, be taken and held to be valid personal
service upon and personal delivery to it, nothing in the Loan Agreement shall
affect the right of the Lender to serve process in any manner permitted by law
or limit the right of the Lender to bring proceedings against the Borrower in
the courts of any jurisdiction or jurisdictions in which the Borrower or any of
its assets may be found, THE LENDER AND THE BORROWER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THE
LOAN AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN. FURTHER, THE BORROWER
HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE LENDER, OR COUNSEL TO
THE LENDER, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WOULD NOT,
IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY
TRIAL PROVISION, AND THE BORROWER ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, INTER ALIA, THE PROVISIONS OF THIS CLAUSE.

8.       Confidentiality.

         The Lender agrees that it will not disclose without the prior consent
of the Borrower (other than to its employees, auditors, advisors or counsel or
the Lender's holding or parent company) any information with respect to the
Borrower which is now or in the future furnished pursuant to this Agreement,
provided that the Lender may disclose any such information (i) as has become
generally available to the public, (ii) as may be required or appropriate in any
report, statement or testimony submitted to any municipal, state or Federal
regulatory body having or claiming to have jurisdiction over the Lender or the
Lender's affiliates or to the Federal Reserve Board or the Federal Deposit
Insurance Corporation or similar organizations (whether in the United States or
elsewhere) or their successors, (iii) as may be required or appropriate in
respect to any summons or subpoena binding upon it or in connection with any
litigation and (iv) in order to comply with any law, order, regulation or ruling
applicable to the Lender.

9.       Addendum Definitions:

         As used in this Addendum, the following terms shall have the following
meanings:

         "CFTC":  the Commodity  Futures  Trading  Commission or any  regulatory
body which succeeds to the functions of the Commodity Futures Trading
Commission.

         "Code":  the Internal Revenue Code of 1986, as amended from time to
time.

         "Controlled Group": all members of a controlled group of corporations
and all trades or businesses (whether or not incorporated) under common control
which, together with the Borrower, are treated as a single employer under
Section 414(b) or 414(c) of the Code.

         "ERISA":  the Employee Retirement Income Security Act of 1974.

         "Event": any Event of Default, Event of Acceleration or Event of
Suspension.

                                       8
<page>

         "Event of Acceleration": any of the events set forth in paragraph 6
of this Addendum.

         "Event of Default":  any of the events set forth in paragraph 5 of the
Loan Agreement.

         "Event of Suspension":  a suspension of the Payment Obligation as
provided in paragraph II of the Loan Agreement.

         "GAAP":  generally accepted  accounting  principles in effect from time
to time in the United States of America, consistently applied.

         "Indebtedness": with respect to any Person, without duplication, (i)
all obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by or otherwise in respect of bonds, debentures, notes or
similar instruments, including seller paper, (iii) all obligations (other than
trade payables) of such Person upon which interest charges are customarily paid,
(iv) all obligations of such Person under conditional sale or other title
retention agreements relating to property acquired by such Person, (v) all
obligations of such Person in respect of the deferred purchase price of property
or services (excluding current accounts payable incurred in the ordinary course
of business), (vi) all Indebtedness of others secured by (or for which the
holder of such Indebtedness has an existing right, contingent or otherwise, to
be secured by) any Lien on property owned or acquired by such Person, whether or
not the Indebtedness secured thereby has been assumed, (vii) all guarantees by
such Person of Indebtedness of others, (viii) all capital lease obligations of
such Person, (ix) all obligations, contingent or otherwise, of such Person as an
account party in respect of letters of credit and letters of guaranty, (x) all
obligations of such Person to pay a specified purchase price for goods or
services whether or not delivered or accepted (e.g., take-or-pay obligations) or
similar obligations, (xi) all obligations, contingent or otherwise, of such
Person in respect of bankers' acceptances and (xii) to the extent not otherwise
included, all net obligations of such Person under hedging agreements. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.

         "Loan Documents": the Loan Agreement and this Addendum.

                                       9
<page>
         "Material Adverse Change": a material adverse change in (i) the
financial condition, operations, business or assets or property of the Borrower,
(ii) the ability of the Borrower to perform its obligations under the Loan
Documents or (iii) the ability of the Lender to enforce the Loan Documents other
than as a result of an act or omission of the Lender.

         "Material Adverse Effect": a material adverse effect on (i) the
financial condition, operations, business or assets or property of the Borrower,
(ii) the ability of the Borrower to perform its obligations under the Loan
Documents or (iii) the ability of the Lender to enforce the Loan Documents other
than as a result of an act or omission of the Lender.

         "NASD": the National  Association of Securities  Dealers,  Inc., or
any other  self-regulatory  organization which succeeds to the functions
thereof.

         "Net Capital":  shall have the meaning assigned to that term in
Rule 15c3-1.

         "PBGC":  the Pension  Benefit  Guaranty  Corporation  established
pursuant to Subtitle A of Title IV of ERISA,  or any entity succeeding to the
functions thereof.

         "Plan": at any time an employee pension benefit plan which is covered
by Title IV of ERISA and is either (i) maintained by the Borrower for employees
of the Borrower or (ii) maintained pursuant to a collective bargaining agreement
or similar arrangement under which more than one employer makes contributions
and to which the Borrower is then making or accruing an obligation to make
contributions or has within the preceding five plan years made contributions.

         "Property": in respect of any Person, all types of real, personal,
tangible, intangible or mixed property and all types of tangible or intangible
property owned or leased by such Person.

         "Reportable  Event":  as described in Section 4043(b) of ERISA,  other
than an event  (excluding an event described in Section 4043(b) (1) relating to
tax disqualification) with respect to which the 30 day notice requirement has
been waived.

         "Rule 15c3-1": Rule 15c3-1 as promulgated by the SEC under the Act (17
CFR 240.15c3-1).

         "Street  Loan":  short-term  advances  made by the  Borrower  for the
purpose of  purchasing  or carrying  securities  for the Borrower, or for
customers of the Borrower, including, without limitation, repurchase and reverse
repurchase agreements.

         "Subordinated Debt": Indebtedness of the Borrower for borrowed money
subordinated to claims against the Borrower on terms constituting a satisfactory
subordination agreement for purposes of Rule 15c3-1 and, if applicable, Section
1.17 of the regulations under the CEA, which in any case constitutes a portion
of the Borrower's Net Capital. For the purposes of this Agreement, a Secured
Demand Note accepted by the Borrower shall be deemed to constitute Subordinated
Debt of the Borrower for borrowed money in an amount equivalent to the principal
amount of such Secured Demand Note and shall not be deemed to include collateral
pledged in excess of the principal amount of such Secured Demand Note.

         [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK]

                                       10
<page>






                                    KIRLIN SECURITIES, INC.



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





                                       11
<page>



                                     BNY CLEARING SERVICES LLC



                                     By:  /s/
                                        ------------------------------
                                     Name:
                                          -----------------------------
                                     Title:
                                           ----------------------------

                                       12
<page>



                                           FOR NASD USE ONLY


                                     ACCEPTED BY:
                                                      --------------------------
                                            NAME:
                                                      --------------------------
                                            TITLE:
                                                      --------------------------
                                   EFFECTIVE DATE:
                                                      --------------------------
                                      LOAN NUMBER:
                                                      --------------------------


                                       13