PRIME PARTNERS, INC.

                                                                  April 25, 2007

Gilman + Ciocia, Inc.
The parties set forth on Schedule A hereto (the "Investor Purchasers")

      Simultaneously herewith, Gilman + Ciocia, Inc., a Delaware corporation
(the "Company") and the Investor Purchasers have entered into a purchase
agreement pursuant to which the Company will sell and the Investor Purchasers
will purchase 40,000,000 shares of its common stock subject to the terms and
conditions thereof (the "Purchase Agreement") a copy of which is attached hereto
as Exhibit A. As a closing condition to the transactions contempated by the
Purchase Agreement, the Company has agreed to enter into a purchase agreement
with certain purchasers, including Prime Partners, Inc. ("PPI" and together with
the other purchasers, the "Placement Purchasers") whereby the Company will sell
and the Placement Purchasers will purchase 40,000,000 shares of its common stock
(the "Shares") subject to the terms and conditions thereof (the "Placement
Purchase Agreement") a copy of which is attached hereto as Exhibit B. As a
material inducement for the Investor Purchasers to enter into the Purchase
Agreement, PPI agrees to the following:

      1. Capitalized terms used in this letter but not otherwise defined in this
letter shall have the same meanings that such terms have in the Purchase
Agreement.

      2. In the event that the Placement Purchasers do not purchase the Shares
then (i) Prime Partners, Inc. shall purchase, either by the conversion of debt
pursuant to a debt conversion agreement in substantially the form attached as
Exhibit A to the Placement Purchase Agreement or in cash, the amount of Shares
not otherwise purchased by the Placement Purchasers, upon the terms and
conditions set forth in the Placement Purchase Agreement, up to an aggregate
purchase price of $3,600,000 and (ii) Prime Partners, Inc. shall use its
reasonable best efforts to ensure that the remaining Shares are purchased by
other purchasers on the terms and conditions set forth in the Placement Purchase
Agreement.

      3. The internal laws of the State of New York, without regard to the
principles of choice of law or conflicts or law of any jurisdiction, shall
govern the validity of this letter, the



April 25, 2007
Page 2


construction of its terms, and the interpretation and enforcement of the rights
and duties of the parties hereto.

                                            Very truly yours,

                                            PRIME PARTNERS, INC.


                                            By: /s/ Michael P. Ryan
                                                --------------------------------
                                                Name:  Michael P. Ryan
                                                Title: President



April 25, 2007
Page 3


                                   SCHEDULE A

Investment Purchasers:

Wynnefield Partners Small Cap Value, L.P.

Wynnefield Partners Small Cap Value, L.P., I

Wynnefield Small Cap Value Offshore Fund, Ltd.

WebFinancial Corporation



April 25, 2007
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                                    EXHIBIT A

                           INVESTOR PURCHASE AGREEMENT



April 25, 2007
Page 5


                                    EXHIBIT B

                      FORM OF PLACEMENT PURCHASE AGREEMENT