$750,000.00                                    Date:  October 31, 2000

          FOR  VALUE  RECEIVED,  Gilman + Ciocia,  Inc., a Delaware  corporation
having an office at Suite #130, 1311 Mamaroneck  Avenue,  White Plains, NY 10605
("Maker"),  hereby promises to pay to Thomas Povinelli,  an individual having an
address at ("Payee")  or at such other place as Payee may  designate in writing,
the principal sum of $750,000.00,  together with interest, from the date hereof,
on the unpaid principal amount hereof  outstanding from time to time at the rate
per annum equal to 12% on the terms set forth herein.

          Interest  accrued  and unpaid  hereunder  through the last day of each
month shall be paid on the first day of the next  succeeding  month,  commencing
December 1, 1999, and principal  outstanding and all interest accrued and unpaid
hereunder shall be due and payable on or before October 31, 2001.

          All  amounts paid hereunder  shall be credited first to the payment of
accrued and unpaid interest,  and then to the payment of outstanding  principal.
Payment of principal,  interest and any other sum due hereunder shall be made in
lawful money of the United States of America.  This Note may be prepaid in whole
or in part at any time without premium or penalty.

          This Note (a) may not be changed,  waived,  discharged  or  terminated
except by an instrument in writing  signed by the Payee and (b) shall be binding
upon Maker, its successors and assigns, and shall inure to the benefit of and be
enforceable  by Payee,  his heirs and personal  representatives.  No promises or
representations  have  been  made by  Payee in  connection  herewith  except  as
expressly set forth herein.  Maker hereby waives presentment,  demand,  protest,
notice of dishonor and all other  notices and demands,  except as expressly  set
forth herein.

          This Note shall be paid in full  without any offset or  deduction  for
any claim,  counterclaim or defense of any kind  whatsoever,  the right to raise
any of which is waived by Maker.  Maker also hereby waives the right to trial by
jury in any litigation related to this Note.

          This Note shall be construed  and governed in all respects by the laws
of the  State of New  York  applicable  to  contracts  made and to be  performed
therein.

          If   any provision of this Note is deemed to be invalid,  illegal,  or
unenforceable, the balance of this Note shall remain in full force and effect.

          Any  notice or communication  required or sent in connection with this
Note shall be in writing and sent by first class mail,  certified return receipt
requested, or by overnight courier procuring a signed receipt,  postage prepaid,
addressed,  if to the Payee at the address set forth above,  and if to the Maker
at the address set forth above,  with a copy to Seth A. Akabas,  Esq.,  Akabas &
Cohen,  11th Floor,  488 Madison Avenue,  New York, NY 10022,  provided that any
such  address  may be changed by sending  notice of such change at least 10 days
prior to the effective  date of the change.  Each such notice shall be effective
when signed for or not accepted by the addressee.

          As   a  further  inducement  to  Payee to  accept  this  Note,  Maker,
acknowledging  that  Payee  is  relying  on the  covenants  in  this  paragraph,
covenants and agrees that:  in any action or proceeding  brought on, under or in
connection  with or relating to this Note,  any legal suit  arising out of or in
connection with this Note may be instituted in any Federal or State Court in the
State of New York,  City of New York;  Maker waives any  objection it may now or
hereafter  have to such  venue in any legal  suit;  irrevocably  submits  to the
jurisdiction  of any such Court in any such  suit;  agrees not to bring any such
suit,  action or other  proceeding  in any other  jurisdiction;  and agrees that
service of process may be  effected  therein by the same means as notices may be
given as hereinabove provided.


          IN   WITNESS  WHEREOF,  Maker has caused  this Note to executed by its
duly authorized officer on the day and year first above written.


ATTEST:                                              GILMAN + CIOCIA, INC.



By: /s/ Jennifer Zacharczyk, Esq.                 By:  /s/ Thomas Povinelli
_________________________________               ________________________________
Name:   Jennifer Zacharczyk, Esq.               Name:  Thomas Povinelli
Title:                                         Title:  Chief Operating Officer