EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (the "Agreement"), entered into as of August 20,

2007, by and between Gilman + Ciocia, Inc., a Delaware corporation (the

"Company"), and Michael P. Ryan (the "Executive").

W I T N E S S E T H:

WHEREAS, the Company desires to employ the Executive as its President and

Chief Executive Officer upon the terms and subject to the conditions set forth

in this Agreement; and

WHEREAS, the Executive is willing to accept such employment upon such

terms;

NOW, THEREFORE, in consideration of the covenants and agreements

hereinafter set forth and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto agree as

follows:

1. EMPLOYMENT AND DUTIES

1.1. Term of Employment. The Executive's employment under this

Agreement shall commence as of July 1, 2007 and shall continue until June 30,

2011 (such period being herein referred to as the "Term").

1.2. General.

1.2.1. During the Term, the Executive shall have the title of

President and Chief Executive Officer of the Company and shall have such duties

as may be from time to time delegated to him by the Board of Directors of the

Company (the "Board"). The Executive shall faithfully and diligently discharge

his duties hereunder and use his best efforts to implement the policies

established by the Board. The Executive's responsibilities shall include, among

other things, to render executive, policy, operations and other management

services to the Company of the type customarily provided by persons situated in

similar executive and management capacities.

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The Executive shall serve the Company loyally, faithfully and

to the best of the Employee's abilities and shall devote the Employee's full

working time and efforts to the performance of the Employee's duties hereunder.

The Executive shall not engage in any business activity that interferes with the

performance of the Executive's obligations under this Agreement and,

specifically, shall not engage in any business similar to the Company's business

as defined in the Company's then most recently filed Form 10-K, 10-Q or 8-K

apart from the Employee's employment hereunder during the Term.

1.3. Reimbursement of Expenses. The Company shall pay to the

Executive the reasonable expenses incurred by him in the performance of his

duties hereunder, in accordance with current practice, including, without

limitation, those incurred in connection with business related travel or

entertainment, or, if such expenses are paid directly by the Executive, the

Company shall promptly reimburse him for such payments, provided that the

Executive properly accounts for such expenses in accordance with the Company's

policy.

1.4. Consideration. In consideration for the Executive's execution

of this Agreement, the Company agrees that the Executive shall become employed

by the Company as set forth in this Agreement, the Executive shall be permitted

access to the Company's confidential information and shall be eligible to

receive post-Term severance payments as set forth in this Agreement (subject to

his compliance with Sections 7 and 8 of this Agreement). The Executive

understands, acknowledges and agrees that the Executive would not receive the

consideration specified in this Section 1.4, except for the Executive's

execution of this Agreement and the fulfillment of the promises contained

herein.

2. COMPENSATION

2.1. Base Salary. During the Term, the Executive shall be entitled

to receive a base salary ("Base Salary") at a rate of Three Hundred Fifty

Thousand Dollars ($350,000) per annum during the Term, which Base Salary shall

be payable in arrears in equal installments not less frequently than on a

bi-weekly basis in accordance with the payroll practices of the Company. The

Base Salary may be increased by the recommendation of the Compensation Committee

and as approved by the majority vote of the entire Board.

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2.2. Bonus. The Executive will be paid a bonus with respect to each

fiscal year (the "Bonus") at such time as determined by the Board, but not later

than one hundred twenty (120) days after the due date of the Company's 10-K for

such fiscal year, and not later than the March 15th following such fiscal year.

The Bonus will be based on actual EBITDA results for such fiscal year (the

"Actual EBITDA") compared to the EBITDA amounts for such fiscal year in the

budget that was approved by the Board of Directors (the "Budget EBITDA"), as

follows:

a) If the Actual EBITDA equals at least 120% of the Budget

EBITDA, the Bonus will equal 100% of Base Salary.

b) If the Actual EBITDA equals at least 100% of the Budget

EBITDA, but is less than 120% of the Budget EBITDA, the Bonus

will equal 75% of Base Salary.

c) If the Actual EBITDA equals at least 85% of the Budget EBITDA,

but is less than 100% of the Budget EBITDA, the Bonus will

equal 40% of Base Salary.

d) If the Actual EBITDA is less than 85% of the Budget EBITDA,

there will be no Bonus.

For these purposes, "EBITDA" shall mean the Net Income of the Company for

such period plus an amount which, in the determination of the Net Income of the

Company for such period, has been deducted for (i) interest expense, (ii) total

federal, state, local and foreign income taxes, and (iii) depreciation and

amortization expenses, each of (i) through (iii) as calculated in accordance

with GAAP. "Net Income" shall mean the net income for such period as determined

in accordance with GAAP. "GAAP" shall mean United States generally accepted

accounting principles.

2.3. Personal Commissions. The Executive will be paid commissions

and trails ("Commissions") at a payout rate consistent with the present payments

of Commissions to the Executive. All Commissions paid to the Executive will be

paid as a draw against Bonus (i.e., Bonus will be reduced dollar for dollar for

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Commissions paid). However, the Executive will not have to pay back any

Commissions paid no matter what Bonus is calculated to be in Section 2.2, or if

no Bonus is payable as calculated in Section 2.2.

2.4. Additional Compensation. In addition to the Base Salary,

Commissions and the Bonus, the Executive shall be entitled to receive such other

cash bonuses and such other compensation in the form of stock, stock options or

other property or rights as may from time to time be awarded him by the Board

during or in respect of his employment hereunder. The Base Salary, the Bonus and

such other compensation may be increased by the recommendation of the

Compensation Committee and as approved by the majority vote of the entire Board.

3. PLACE OF PERFORMANCE

In connection with his employment by the Company, the Executive

shall be based at the Company's principal executive offices in Poughkeepsie, New

York, or Fort Lauderdale, Florida, subject to the mutual agreement of the

Executive and the Company to relocate him to another office of the Company.

4. EMPLOYEE BENEFITS

4.1. Benefit Plans. The Executive shall, during the Term, be

included to the extent eligible thereunder in all employee benefit plans,

programs or arrangements of general application (including, without limitation,

any plans, programs or arrangements providing for retirement benefits, options

and other equity-based incentive compensation, profit sharing, bonuses,

disability benefits, health and life insurance, or vacation and paid holidays)

which shall be established by the Company or any affiliate of the Company, for,

or made available to, their respective senior executives ("Benefits"). During

the Term, the Benefits described in this paragraph 4 may only be reduced as a

result of a general reduction for senior executives.

4.2. Vacation. The Executive shall be entitled to not less than four

(4) weeks vacation at full pay for each year during the Term. Such vacation may

be taken in the Executive's discretion, and at such time or times as are not

inconsistent with the reasonable business needs of the Company.

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5. TERMINATION OF EMPLOYMENT

5.1. General. The Executive's employment under this Agreement may be

terminated with or without cause only on the following circumstances:

5.1.1. Death. The Executive's employment under this Agreement

shall terminate upon his death.

5.1.2. Disability. If, as a result of the Executive's

Disability (as defined below), the Executive shall have been absent from his

duties under this Agreement for ninety (90) consecutive days, or for an

aggregate of one hundred twenty (120) days during any 360 consecutive day period

, the Company may terminate the Executive's employment upon fifteen (15) days

prior written notice following the last day of such ninety (90) day or one

hundred twenty (120) day period; provided that the Executive has not returned to

full time performance of his duties during such fifteen (15) day period. For

purposes hereof, "Disability" shall mean that the Executive is unable to perform

his normal and customary duties hereunder as a result of physical or mental

incapacity, illness or disability.

5.1.3 Cause. The Company may terminate the Executive's

employment under this Agreement for Cause. Termination for "Cause" shall mean

termination of the Executive's employment because of the occurrence of any of

the following as determined by the Board after an in person hearing to determine

if Cause exists. The Executive shall have the opportunity to appear at the

hearing with counsel to testify and to present evidence to the Board.

(i) the failure or refusal by the Executive to substantially

perform his obligations under this Agreement or any directive

of the Board which is not inconsistent with the terms of this

Agreement, or any material breach of this Agreement by the

Executive (other than any such failure resulting from the

Executive's Disability); provided, however, that the Company

shall have provided the Executive with written notice that

such actions are occurring and the Executive has been afforded

a reasonable opportunity of at least ten (10) days to cure

same, or

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(ii) the indictment of the Executive for a felony or other

crime involving moral turpitude or dishonesty, or the

conviction of the Executive or the plea of nolo contendere by

the Executive to a misdemeanor (other than traffic

infractions); or

(iii) a material breach of Section 7 or Section 8 hereof or a

breach of any representation contained in this Agreement by

the Executive; or

(iv) a breach of fiduciary duty involving personal profit; or

(v) an act of dishonesty in connection with his employment

with the Company; or

(vi) the Executive's possession or use of illicit drugs, a

prohibited substance or alcohol, to the extent that in the

reasonable determination of the Board it impairs his ability

to perform his duties and responsibilities; or

(vii) the Executive having committed acts or omissions

constituting gross negligence or willful misconduct (including

theft, fraud, embezzlement, and securities law violations)

which is injurious to the Company, monetarily, or otherwise;

or.

(viii) If at any time the Company's securities are listed on a

stock exchange or Nasdaq Stock Market, the Executive having

committed any material violation of, or material noncompliance

with, any securities law, rule or regulation or stock exchange

or Nasdaq Stock Market regulation rule relating to or

affecting the Company;

(ix) The Executive's material failure or refusal to honestly

provide a certificate in support of the chief executive

officer's and/or principal executive officer's certification

required under the Sarbanes-Oxley Act of 2002, or any other

filings under the federal securities laws including the rules

and regulations promulgated thereunder.

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5.1.4. Termination by the Executive for Good Reason. The Executive

may terminate this Agreement for Good Reason (as defined below) by delivering to

the Board written Notice of Termination within fifteen (15) days following the

event which constitutes such Good Reason, to be effective on the tenth (10th)

day following the date of such Notice of Termination. "Good Reason" means that,

without the express written consent of the Executive, the occurrence of any of

the following events occurs: (i) there is any material reduction or diminution

(except temporarily during any period of disability) in the Executive's

authority, duties or responsibilities with the Company; (ii) the Executive no

longer reports to the Company's board of directors (or similar governing body)

or (iii) there is a material breach by the Company of any material provision of

this Agreement, including a reduction in the Base Salary or the relocation of

the Executive's principal place of employment by more than fifty (50) minutes

from either of the locations set forth in Section 3, in either case, without the

Executive's consent) and, in any such case, within 90 days following the

occurrence of an event described in (i), (ii) or (iii) the Executive notifies

the Company that such event has occurred and the Company fails to cure the event

(and the Executive does not waive the Company's failure to cure the event)

within thirty (30) days after its receipt of such notice.

5.2. Notice of Termination. Any termination of the Executive's

employment by the Company or by the Executive (other than termination by reason

of the Executive's death) shall be communicated by written Notice of Termination

to the other party of this Agreement. For purposes of this Agreement, a "Notice

of Termination" shall mean a notice which shall indicate the specific

termination provision in this Agreement relied upon and shall set forth in

reasonable detail the facts and circumstances claimed to provide a basis for

termination of the Executive's employment under the provision so indicated.

5.3. Date of Termination. The "Date of Termination" shall mean (a)

if the Executive's employment is terminated by his death, the date of his death,

(b) if the Executive's employment is terminated pursuant to subsection 5.1.2

above, fifteen (15) days after Notice of Termination is given (provided that the

Executive shall not have returned to the performance of his duties on a

full-time basis during such fifteen (15)-day period), (c) if the Executive's

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employment is terminated pursuant to subsection 5.1.3 above, the date specified

in the Notice of Termination after the expiration of any applicable cure

periods, if any, (d) if the Executive's employment is terminated pursuant to

subsection 5.1.4 above, the date specified in the written Notice, and (e) if the

Executive's employment is terminated for any other reason, the date on which a

Notice of Termination is given.

5.4 Compensation Upon Termination.

5.4.1 Termination for Cause. If prior to the expiration of the

Term, the Executive's employment shall be terminated for Cause, the Company

shall pay the Executive his Base Salary (but no Bonus for the current fiscal

year other than Commissions) through the Date of Termination, at the rate in

effect at the time Notice of Termination is given, and all expenses and accrued

Benefits arising prior to such termination which are payable to the Executive

pursuant to this Agreement through the Date of Termination and the Company shall

have no further obligation with respect to this Agreement. In addition, the

Executive shall be entitled to any Bonus earned but not yet paid for a prior

fiscal year.

5.4.2 Termination Due to an Involuntary Change of Control.

(a) Subject to the provisions of subsections 5.4.4 and 5.4.7

hereof, if, prior to the expiration of the Term, the Executive's employment

hereunder is terminated by the Company due to an "Involuntary Change of

Control", the Company shall pay to the Executive all expenses and accrued

Benefits arising prior to such termination which are payable to the Executive

pursuant to this Agreement through the Date of Termination. In addition, the

Company shall pay to the Executive an amount equal to his Base Salary at the

rate as then in effect on the date of the Notice of Termination, and his

Termination Bonus (as defined in Section 5.4.6), for a period (such period being

referred to hereinafter as the "Severance Period") measured as the greater of

three (3) years from the Date of Termination, or the ending date of the Te