EXHIBIT 4.3

THE SECURITIES EVIDENCED BY THIS INSTRUMENT MAY NOT BE SOLD OR OFFERED FOR SALE
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT") AND APPLICABLE
SECURITIES LAWS OF ANY STATE OR JURISDICTION, OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES
THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
PROVIDED.

VOID AFTER 5:00 P.M. EASTERN TIME, April 30, 2006

                                 PURCHASE OPTION

                               For the Purchase of

                                   ______ Units

                                       of

                              Kirlin Holding Corp.

                            (A Delaware Corporation)

1.       Purchase Option.
         ---------------

         THIS CERTIFIES THAT, in consideration of $_____ duly paid by or on
behalf of ______________ (the "Holder" or in the event of a transfer or
assignment "Holders"), as registered owner of this Purchase Option, to Kirlin
Holding Corp. ("Company"), Holder is entitled, at any time or from time to time
commencing on May 1, 2002 and ending on April 30, 2006 ("Expiration Date"), but
not thereafter, to subscribe for, purchase and receive, in whole or in part,
______ Units of the Company. Each whole Unit consists of (i) 100,000 shares of
the Company's common stock ("Common Stock" or "Shares"); (ii) 50,000 Class A
Warrants; and (iii) 50,000 Class B Warrants, as hereinafter described (together
the "Warrants"). Each Unit is identical to those Units issued to investors
pursuant to the offering ("Offering") described in Company's Term Sheet dated
August 1, 2001, as amended by the Supplement dated August 31, 2001 (together,
the "Term Sheet"). The Warrants included in the Units are identical to the
warrants of the Company being sold in the Offering contemplated by the Term
Sheet. If the Expiration Date of this Purchase Option is a day on which banking
institutions are authorized by law to close, then this Purchase Option may be
exercised on the next succeeding day that is not such a day in accordance with
the terms herein. During the period ending on the Expiration Date, the Company
agrees not to take any action that would terminate the Purchase Option. This
Purchase Option is initially exercisable at $120,000.00 per whole Unit. The term
"Exercise Price" shall mean the initial exercise price or, if adjustments
thereto have been made, the adjusted exercise price.



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2.       Exercise.
         ---------

         2.1    Exercise Form. In order to exercise this Purchase Option, the
exercise form attached hereto must be duly executed and completed and delivered
to the Company, together with this Purchase Option and payment of the Exercise
Price in cash or by certified check or official bank check for the securities
being purchased. If the subscription rights represented hereby shall not be
exercised at or before 5:00 p.m., Eastern time, on the Expiration Date this
Purchase Option shall become and be void without further force or effect, and
all rights represented hereby shall cease and expire.

         2.2    Legend. Each certificate for the securities purchased under this
Purchase Option shall bear a legend as follows unless such securities have been
registered under the Securities Act of 1933, as amended ("Securities Act"):

                  "The securities represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended
                  ("Securities Act"), or applicable state law. The securities
                  may not be offered for sale, sold or otherwise transferred
                  except pursuant to an effective registration statement under
                  the Securities Act, or pursuant to an exemption from
                  registration under the Securities Act and applicable state
                  law."

         2.3    Conversion Right.

                2.3.1   Determination of Amount. In lieu of the payment of the
Exercise Price in the manner required by Section 2.1, the Holder may elect to
(but is not obligated to) convert any exercisable but unexercised portion of
this Purchase Option ("Exercisable Portion") into securities and upon such
conversion the Company will deliver to the Holder (without payment by the Holder
of any of the Exercise Price in cash) that number of Units equal to the product
obtained by multiplying (a) the Exercisable Portion by (b) the quotient obtained
from dividing (z) the "Value" (as defined below) of the Exercisable Portion by
(y) the product obtained by multiplying (A) the "Market Price" of a whole Unit
as determined below as of the second trading day prior to the date the Company
receives the Purchase Option being converted pursuant to Section 2.3.2 hereof
("Determination Date") by (B) the Exercisable Portion. The "Value" of the
Exercisable Portion equals the remainder derived from subtracting (i) the
Exercise Price of a whole Unit multiplied by the Exercisable Portion from (ii)
the Market Price of a whole Unit multiplied by the Exercisable Portion. As used
herein, the "Market Price" of a whole Unit equals 100,000 multiplied by the
average of the last reported sale price of a share of Common Stock for each of
the five trading days immediately preceding the Determination Date as officially
reported by the principal securities exchange on which the Common Stock is
listed or admitted to trading, or, in case the Common Stock is not listed or
admitted to trading on any national securities exchange or if any such exchange
on which the Common Stock is listed is not its principal trading market, the
average last reported sale price of the Common Stock for the five trading days
immediately preceding the Determination Date as furnished by the National
Association of Securities Dealers, Inc. ("NASD") through the Nasdaq National
Market or SmallCap Market, or, if applicable, the OTC Bulletin Board, or if the
Common Stock is not listed or admitted to trading on any of the foregoing
markets, or similar organization, as determined in good faith by resolution of
the Board of Directors of the Company, based upon the best information available
to it.

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                2.3.2   Exercise of Conversion Right. The conversion right may
be exercised by the Holder on any business day on or after the First Closing and
not later than the Expiration Date by delivering to the Company this Purchase
Option with a duly executed exercise form attached hereto with the conversion
section completed.

3.     Transfer.
       ---------

       3.1    Assignment. In order to make any permitted assignment, the Holder
must deliver to the Company the assignment form attached hereto duly executed
and completed, together with this Purchase Option and payment of all transfer
taxes, if any, payable in connection therewith. The Company shall immediately
transfer this Purchase Option on the books of the Company and shall execute and
deliver a new Purchase Option or Purchase Options of like tenor to the
appropriate assignee(s) expressly evidencing the right to purchase the aggregate
number of shares of Preferred Stock purchasable hereunder or such portion of
such number as shall be contemplated by any such assignment.

        3.2   Restrictions Imposed by the Securities Act. This Purchase Option
and the securities underlying this Purchase Option shall not be transferred
unless and until (i) the Purchase Option is exercisable, (ii) the Company has
received the opinion of counsel for the Holder that this Purchase Option or the
securities underlying this Purchase Option, as the case may be, may be
transferred pursuant to an exemption from registration under the Securities Act
and applicable state law, the availability of which is established to the
reasonable satisfaction of the Company (the Company hereby agreeing that the
opinion of Graubard Miller shall be deemed satisfactory evidence of the
availability of an exemption), or (iii) a registration statement relating to
this Purchase Option, or the securities underlying this Purchase Option as the
case may be, has been filed by the Company and declared effective by the
Securities and Exchange Commission and compliance with applicable state
securities laws.

4.     New Purchase Options to be Issued.
       ---------------------------------

       4.1    Partial Exercise or Transfer. Subject to the restrictions in
Section 3 hereof, this Purchase Option may be exercised or assigned in whole
or in part as of the First Closing. In the event of the exercise or assignment
hereof in part only, upon surrender of this Purchase Option for cancellation,
together with the duly executed exercise or assignment form and funds sufficient
to pay any Exercise Price and/or transfer tax, the Company shall cause to be
delivered to the Holder without charge a new Purchase Option of like tenor to
this Purchase Option in the name of the Holder evidencing the right of the
Holder to purchase the aggregate number of shares of Preferred Stock (or Common
Stock, as the case may be) purchasable hereunder as to which this Purchase
Option has not been exercised or assigned.

       4.2    Lost Certificate. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Purchase Option and of reasonably satisfactory indemnification or the posting of
a bond, the Company shall execute and deliver a new Purchase Option of like
tenor and date. Any such new Purchase Option executed and delivered as a result
of such loss, theft, mutilation or destruction shall constitute a substitute
contractual obligation on the part of the Company.

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5.     Registration Rights.
       -------------------

       5.1    Rights. The Company hereby grants the Holder hereof with
respect to the Common Stock underlying the Purchase Option and the shares of
Common Stock underlying the Warrants underlying the Purchase Option
(collectively "Registrable Securities") the same registration rights including
but not limited to rights to notice, payment of registration expenses and
indemnification afforded the subscribers in the Offering set forth in Section
7.1 of the Subscription Agreement for each Subscriber.

       5.2    Exercise of Purchase of Options. Nothing contained in
this Purchase Option shall be construed as requiring the Holder(s) to exercise
their Purchase Options prior to or after the initial filing of any registration
statement or the effectiveness thereof.

6.     Adjustments.
       -----------

       6.1    Adjustments to Exercise Price and Number of Securities. The
Exercise Price and the number of Units underlying the Purchase Option shall
be subject to adjustment from time to time as hereinafter set forth:

              6.1.1   Stock Dividends, Recapitalization, Reclassification,
Split-Ups. If after the date hereof, the number of outstanding shares of Common
Stock is increased by a stock dividend payable in shares of Common Stock or by a
split-up, recapitalization or reclassification of shares of Common Stock or
other similar event, then, on the effective date thereof, the number of Units
issuable on exercise of this Purchase Option shall be increased in proportion to
such increase in outstanding shares. For example, if the Company declares a
two-for-one stock dividend and at the time of such dividend this Purchase Option
is for the purchase of 0.10 Unit at $120,000.00 per whole Unit (each Class A
Warrant and Class B Warrant underlying the Units is exercisable for $1.50 and
$2.50 per share, respectively), upon effectiveness of the dividend, this
Purchase Option will be adjusted to allow for the purchase of 0. 20 Unit at
$60,000 per Unit (each Class A Warrant and Class B Warrant underlying the Units
exercisable for $.75 and $1.25 per share, respectively).

              6.1.2   Aggregation of Shares. If after the date hereof, and
subject to the provisions of Section 6.2, the number of outstanding shares of
Common Stock is decreased by a consolidation, combination or reclassification of
shares of Common Stock or other similar event, then, upon the effective date
thereof, the number of Units issuable on exercise of this Purchase Option shall
be decreased in proportion to such decrease in outstanding shares.

              6.1.3   Adjustments in Exercise Price. Whenever the number of
Units issuable upon exercise of this Purchase Option is adjusted, as provided in
this Section 6.1, the Exercise Price shall be adjusted (to the nearest cent) by
multiplying such Exercise Price immediately prior to such adjustment by a
fraction (x) the numerator of which shall be the number of Units purchasable
upon the exercise of this Purchase Option immediately prior to such adjustment,
and (y) the denominator of which shall be the number of Units so purchasable
immediately thereafter.

              6.1.4   Replacement of Securities upon Reorganization, etc. In
case of any reclassification or reorganization of the outstanding shares of
Common Stock other than a change covered by Section 6.1.1 or 6.1.2 hereof or
that solely affects the par value of such shares of Common Stock, or in the case

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of any merger or consolidation of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or in the case of any sale or
conveyance to another corporation or entity of the property of the Company as an
entirety or substantially as an entirety in connection with which the Company is
dissolved, the Holder of this Purchase Option shall have the right thereafter
(until the expiration of the right of exercise of this Purchase Option) to
receive upon the exercise hereof, for the same aggregate Exercise Price payable
hereunder immediately prior to such event, the kind and amount of shares of
stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, by a Holder of the number of shares of
Common Stock of the Company obtainable upon exercise of this Purchase Option and
the underlying Warrants immediately prior to such event; and if any
reclassification also results in a change in shares of Common Stock covered by
Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections
6.1.1, 6.1.2, 6.1.3 and this Section 6.1.4. The provisions of this Section 6.1.4
shall similarly apply to successive reclassifications, reorganizations, mergers
or consolidations, sales or other transfers.

              6.1.5   Changes in Form of Purchase Option. This form of Purchase
Option need not be changed because of any change pursuant to this Section, and
Purchase Options issued after such change may state the same Exercise Price and
the same number of Units as are stated in the Purchase Options initially issued
pursuant to this Agreement. The acceptance by any Holder of the issuance of new
Purchase Options reflecting a required or permissive change shall not be deemed
to waive any rights to a prior adjustment or the computation thereof.

         6.2  Elimination of Fractional Interests. The Company shall not be
required to issue certificates representing fractions of Units upon the exercise
or transfer of this Purchase Option, nor shall it be required to issue scrip or
pay cash in lieu of any fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction up or
down to the nearest whole number of Units or other securities, properties or
rights.

7.       Reservation and Listing. The Company shall at all times reserve and
keep available out of its authorized shares of Common Stock, solely for the
purpose of issuance upon exercise of the Purchase Options or the Warrants, such
number of shares of Common Stock or other securities, properties or rights as
shall be issuable upon the exercise thereof. The Company covenants and agrees
that, upon exercise of the Purchase Options and payment of the Exercise Price
therefor, all shares of Common Stock and other securities issuable upon such
exercise shall be duly and validly issued, fully paid and non-assessable and not
subject to preemptive rights of any stockholder. The Company further covenants
and agrees that upon exercise of the Warrants, if any, underlying the Units
issuable upon exercise of this Purchase Option and payment of the respective
exercise prices therefor, all shares of Common Stock and other securities
issuable upon such exercise shall be duly and validly issued, fully paid and
non-assessable and not subject to preemptive rights of any stockholder. As long
as the Purchase Options shall be outstanding, the Company shall use its best
efforts to cause all (i) shares of Common Stock underlying the Units issuable
upon exercise of the Purchase Options, (ii) Warrants issuable upon exercise of
the Purchase Options and (iii) shares of Common Stock issuable upon exercise of
the Warrants underlying the Units, to be listed (subject to official notice of
issuance) on all securities exchanges (or, if applicable on Nasdaq) on which the
Common Stock or the Warrants issued pursuant to the Memorandum are then listed
and/or quoted.

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8.       Certain Notice Requirements.
         ---------------------------

         8.1    Holder's Right to Receive Notice. Nothing herein shall be
construed as conferring upon the Holders the right to vote or consent or to
receive notice as a stockholder for the election of directors or any other
matter, or as having any rights whatsoever as a stockholder of the Company. If,
however, at any time prior to the expiration of this Purchase Option and its
exercise, any of the events described in Section 8.2 shall occur, then, in one
or more of said events, the Company shall give written notice of such event at
least five business days prior to the date fixed as a record date or the date of
closing of the transfer books for the determination of the stockholders entitled
to such dividend, distribution, conversion or exchange of securities or
subscription rights, or entitled to vote on such proposed dissolution,
liquidation, winding up, sale, merger or consolidation. Such notice shall
specify such record date or the date of the closing of the transfer books, as
the case may be.

         8.2    Events Requiring Notice. The Company shall be required to give
the notice described in this Section 8 upon one or more of the following events:
(i) if the Company shall set a record date for the purpose of determining the
record holders of its shares of Common Stock or Warrants entitled to receive a
dividend or distribution on or with respect to such shares, or (ii) if the
Company shall offer to all the holders of shares of Common Stock or Warrants any
additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option, right
or warrant to subscribe therefor, or (iii) if there shall occur a dissolution,
liquidation or winding up of the Company or a sale of all or substantially all
of its property, assets and business, or a merger or consolidation with another
entity in which the Company is not the surviving entity.

         8.3     Notice of Change. If any event occurs that would require a
notice to be sent to a holder of Common Stock or Warrants during the time this
Purchase Option is outstanding, the Company shall also send such notice to the
Holder(s) hereof.

         8.4     Transmittal of Notices. All notices, requests, consents and
other communications under this Purchase Option shall be in writing and shall be
deemed to have been duly made on the date of delivery if delivered personally or
sent by overnight courier, with acknowledgment of receipt to the party to which
notice is given, or on the fifth day after mailing if mailed to the party to
whom notice is to be given, by registered or certified mail, return receipt
requested, postage prepaid and properly addressed as follows: (i) if to the
registered Holder of this Purchase Option, to the address of such Holder as
shown on the books of the Company, or (ii) if to the Company, to its principal
executive office.

9.       Miscellaneous.
         -------------

         9.1    Amendments. The Company and Kirlin Securities, Inc., may from
time to time supplement or amend this Purchase Option without the approval of
any of the Holders in order to cure any ambiguity, to correct or supplement any
provision contained herein that may be defective or inconsistent with any other
provisions herein, or to make any other provisions in regard to matters or
questions arising hereunder that the Company and Kirlin Securities, Inc. may
deem necessary or desirable and that the Company and Kirlin Securities, Inc.
deem shall not adversely affect the interest of the Holders. All other
modifications or amendments shall require the written consent of the party
against whom enforcement of the modification or amendment is sought.

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         9.2    Headings. The headings contained herein are for the sole purpose
of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Purchase
Option.

         9.3    Entire Agreement. This Purchase Option (together with the other
agreements and documents being delivered pursuant to or in connection with this
Purchase Option) constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings of the parties, oral and written, with respect to the subject
matter hereof.

         9.4    Binding Effect. This Purchase Option shall inure solely to the
benefit of and shall be binding upon, the Holder and the Company and their
respective successors, legal representatives and assigns, and no other person
shall have or be construed to have any legal or equitable right, remedy or claim
under or in respect of or by virtue of this Purchase Option or any provisions
herein contained.

         9.5    Governing Law; Submission to Jurisdiction. This Purchase Option
shall be governed by and construed and enforced in accordance with the laws of
the State of New York, without giving effect to conflict of laws. The Company
hereby agrees that any action, proceeding or claim against it arising out of, or
relating in any way to this Purchase Option shall be brought and enforced in the
courts of the State of New York or of the United States of America for the
Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any process or summons to be served upon the Company may be served by
transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section
8 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the Company in any action, proceeding or claim. The Company agrees
that the prevailing party(ies) in any such action shall be entitled to recover
from the other party(ies) all of its or their reasonable attorneys' fees and
expenses relating to such action or proceeding and/or incurred in connection
with the preparation therefor.

         9.6    Waiver, Etc. The failure of the Company or the Holder at any
time to enforce any of the provisions of this Purchase Option shall not be
deemed or construed to be a waiver of any such provision, nor in any way to
affect the validity of this Purchase Option or any provision hereof or the right
of the Company or any Holder thereafter to enforce each and every provision of
this Purchase Option. No waiver of any breach, non-compliance or non-fulfillment
of any of the provisions of this Purchase Option shall be effective unless set
forth in a written instrument executed by the party or parties against whom or
which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of
any other or subsequent breach, non-compliance or non-fulfillment.

         9.7    Execution in Counterparts. This Purchase Option may be executed
in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement, and shall become
effective when one or more counterparts has been signed by each of the parties
hereto and delivered to each of the other parties hereto.

                                       7
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         9.8    Exchange Agreement. As a condition of the Holder's receipt and
acceptance of this Purchase Option, Holder agrees that, at any time prior to the
complete exercise of this Purchase Option by Holder, if the Company and Kirlin
Securities, Inc. enter into an agreement ("Exchange Agreement") pursuant to
which they agree that all outstanding Purchase Options will be exchanged for
securities or cash or a combination of both, then Holder shall agree to such
exchange and become a party to the Exchange Agreement.



                            [SIGNATURE PAGE FOLLOWS]
























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         IN WITNESS WHEREOF, the Company has caused this Purchase Option to be
signed by its duly authorized officer as of October 30, 2001.

                                    Kirlin Holding Corp.


                                    By:
                                       ---------------------------------
                                          Anthony J. Kirincic, President



























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Form to be used to exercise Purchase Option:


Kirlin Holding Corp.


Date: ______________________ _______, ___________

         The undersigned hereby elects irrevocably to exercise the within
Purchase Option and to purchase _______ Units of Kirlin Holding Corp. and hereby
makes payment of $____________ (at the rate of $_____ per share) in payment of
the Exercise Price pursuant thereto. Please issue the securities underlying this
Purchase Option in accordance with the instructions given below.

or
--

         The undersigned hereby irrevocably elects to exercise the attached
Purchase Option and to purchase ___ Units of Kirlin Holding Corp. by surrender
of the unexercised portion of the attached Purchase Option (with a "Value" of
$______ based on a "Current Market Price" of $______). Please issue the
securities comprising the Units as to which this Purchase Option is exercised in
accordance with the instructions given below.


                                    Signature ________________________________
                                    Print Name _______________________________



         NOTICE: The signature to this form must correspond with the name as
written upon the face of the within Purchase Option in every particular without
alteration or enlargement or any change whatsoever.


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


Name
(Print in Block Letters)

Address







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Form to be used to assign Purchase Option:

ASSIGNMENT


         (To be executed by the registered Holder to effect a transfer of the
within Purchase Option):

         FOR VALUE RECEIVED, _____________________________________________ does
hereby sell, assign and transfer unto ____________________________ the right to
purchase _____________ Units of Kirlin Holding Corp.("Company") evidenced by the
within Purchase Option and does hereby authorize the Company to transfer such
right on the books of the Company.

Dated:  _________________ ______, _______







         NOTICE: The signature to this form must correspond with the name as
written upon the face of the within Purchase Option in every particular without
alteration or enlargement or any change whatsoever.




















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