VOTING AGREEMENT AND IRREVOCABLE PROXY

                                VOTING AGREEMENT

      THIS VOTING AGREEMENT AND IRREVOCABLE PROXY (this "Agreement") dated as of
April 25, 2007, is made and entered into among Wynnefield Small Cap Value
Offshore Fund, Ltd., a private investment company organized under the laws of
the Cayman Islands, Wynnefield Partners Small Cap Value, L.P., a Delaware
limited partnership, Wynnefield Partners Small Cap Value, L.P., I, a Delaware
limited partnership, and WebFinancial Corporation, a Delaware corporation,
(each, a "Purchaser" and collectively, the "Purchasers"), and each party listed
under the heading "Stockholders" on the signature page(s) hereof (each a
"Stockholder" and collectively, the "Stockholders").

                              W I T N E S S E T H:

      WHEREAS, Purchasers and Gilman + Ciocia, Inc., a Delaware corporation (the
"Company"), have entered into the Investor Purchase Agreement, dated as of even
date herewith (the "Purchase Agreement"), which provides for, among other
things, the sale and issuance by the Company of an aggregate of 40,000,000
shares of Common Stock of the Company, par value $0.01 per share (the "Common
Stock"), on the terms and conditions contained in the Purchase Agreement;

      WHEREAS, as of the date hereof, each Stockholder owns, beneficially and of
record, and has the power to vote the number of shares of Common Stock set forth
beside such Stockholder's name on Exhibit A hereto (all of such shares of Common
Stock owned by the Stockholders, together with any other shares of capital stock
of the Company acquired by any of such Stockholders, including shares of Common
Stock acquired through the exercise of any stock option, after the date hereof
and prior to the Termination Date (as hereinafter defined), being referred to
herein collectively as the "Shares"); and

      WHEREAS, as a condition to the willingness of Purchasers to enter into the
Purchase Agreement, Purchasers have required that the Stockholders agree, and in
order to induce Purchasers to enter into the Purchase Agreement, the
Stockholders have agreed, to enter into this Agreement.

      NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereby agree as follows:

                                    ARTICLE 1

                                CERTAIN COVENANTS

      1.1 Grant of Proxy; Voting Agreement.

            (a) Each Stockholder hereby revokes, or has previously revoked, all
prior proxies, voting agreements or powers-of-attorney given or entered into
with respect to any of his respective Shares, and hereby irrevocably (to the
fullest extent permitted by law) constitutes and appoints T. Finkelstein, or any
designee of Ted Finkelstein, (the "Attorney-in-Fact") as his true and lawful
proxy and attorney-in-fact, for and in the name, place and stead of such
Stockholder, to vote his respective Shares at any time during the period from

<PAGE>

the date of this Agreement to the Termination Date set forth in Article 5 below,
(such period being referred to herein as the "Term"), at any annual, special or
other meeting of the stockholders of the Company, and at any adjournment or
postponements thereof, or pursuant to any written consent in lieu of a meeting
or otherwise, in the following manner:

                  (i) in favor of approval of the Purchase Agreement, the
Shareholder Agreement, the Registration Rights Agreement and the transactions
contemplated thereby, any other matter necessary for the consummation of the
transactions contemplated thereby ("Transactions") and considered and voted upon
by the stockholders of the Company at any such meeting of stockholders or in
such written consent;

                  (ii) against approval of any proposal made in opposition to or
in competition with the consummation of the transactions contemplated by the
Purchase Agreement or any action or agreement that would result in a breach in
any respect of any covenant, representation or warranty or any other obligation
or agreement of the Company under the Purchase Agreement or of the Stockholder
under this Agreement;

                  (iii) in favor of any amendment to the Certificate of
Incorporation of the Company to increase the number of shares of Common Stock
authorized thereunder in accordance with the terms and conditions of the
Purchase Agreement.

            (b) Concurrently with the execution of this Agreement, each
Stockholder has delivered to Ted Finkelstein a proxy in the form attached hereto
as Exhibit B (individually, the "Proxy", and collectively, the "Proxies"), which
shall be irrevocable to the fullest extent permissible by applicable law, with
respect to his or her respective Shares.

            (c) Notwithstanding the foregoing grant to Ted Finkelstein of the
Proxies, if Ted Finkelstein elects not to exercise its rights to vote any of the
Shares pursuant to the Proxies, each Stockholder agrees in his capacity as a
stockholder of the Company and not in his capacity as a director, officer or
employee of the Company, to vote his or her respective Shares during the Term as
indicated in Section 1.1(a) at any annual, special or other meeting of the
stockholders of the Company and at any adjournment or postponements thereof, or
pursuant to any written consent in lieu of a meeting or otherwise.

            (d) Each Stockholder agrees that his irrevocable proxy and all other
power and authority intended to be conferred by Section 1.1(a) are coupled with
an interest sufficient in law to support an irrevocable power and shall not be
terminated by any act of such Stockholder or by the occurrence of any event or
events except as provided herein, except as provided in paragraph (e) of this
subsection 1.1.

            (e) The irrevocable Proxies contemplated hereby shall not be
affected by the death, disability or dissolution of any Stockholder, and shall
be binding upon the heirs, successors and assigns or the respective
Stockholders.

      1.2 Further Assurances. Each Stockholder agrees that, from time to time,
at Purchasers' reasonable request, each Stockholder shall perform such further
acts (other than affix a legend regarding this Agreement to the certificates
representing his Shares) and execute such further documents and instruments as
may reasonably be required to vest in the Attorney-in-Fact the power to carry
out and give effect to the provisions of this Agreement.

<PAGE>

      1.3 No Inconsistent Actions. Each Stockholder agrees that such Stockholder
shall not take any action, except as required to fulfill such Stockholder's
fiduciary duties as an officer or director of the Company, that would in any way
restrict, limit or interfere with the performance of the such Stockholder's
obligations hereunder or the transactions contemplated hereby or by the Purchase
Agreement, including, without limitation, the Transactions, or which shall cause
any of the representations set forth in Article 2 of this Agreement to become
untrue.

                                    ARTICLE 2

                REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

      Each of the Stockholders, severally and not jointly, represents and
warrants to Purchasers, as of the date hereof, as follows:

      2.1 Authorization. Such Stockholder has the requisite power and authority
to enter into and deliver this Agreement and to fully perform the obligations
required to be performed by him or her hereunder. The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby have
been duly authorized by all necessary action on the part of such Stockholder,
this Agreement has been duly executed by him, and does not violate any
agreement, lease, indenture, judgment, order or decree or other instrument which
is binding upon such Stockholder. The execution, delivery and performance of
this Agreement have been duly and validly authorized by such Stockholder acting
in a fiduciary, representative or corporate capacity (if applicable). Assuming
this Agreement has been duly and validly executed by a duly authorized officer
of each Purchaser, this Agreement constitutes the legal, valid and binding
obligation of such Stockholder, enforceable against him or her in accordance
with its terms, subject to the qualification, however, that enforcement of the
rights and remedies created hereby is subject to bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws of general
application related to or affecting creditors' rights and to general equity
principles.

      2.2 No Consent. No authorization, consent or approval of, or any filing
with, any public body or authority or other party is necessary for the execution
and delivery of this Agreement and consummation by such Stockholder of the
transactions contemplated by this Agreement.

      2.3 Ownership. Such Stockholder is the record and beneficial owner of,
and, except as set forth on Exhibit A, owns good and marketable title to, the
number of Shares set forth beside such Stockholder's name and federal tax
identification number or social security number on Exhibit A, free and clear of
any and all liens, restrictions, claims, equities, charges, options, rights of
first refusal, or encumbrances, with no defects of title whatsoever, except for
such restrictions arising under applicable securities law and this Agreement.
Except as set forth on Exhibit A, such Stockholder owns no shares of capital
stock of the Company or any other equity security of the Company or right of any
kind to have any such equity security issued. Such Stockholder has the exclusive
right, power and authority to vote the Shares set forth on Exhibit A owned by
such Stockholder, and with the exception of this Agreement, such Stockholder is
not party to or bound by any agreements affecting or relating to such
Stockholder's right to transfer or vote the Shares owned by such Stockholder.

<PAGE>

      2.4 Adequate Information. Such Stockholder is a sophisticated party with
respect to his Shares and has adequate information concerning the business and
financial condition of the Company to make an informed decision regarding the
Shares and has independently and without reliance upon Purchasers and based on
such information as such Stockholder has deemed appropriate, made its own
analysis and decision to enter into this Agreement.

                                    ARTICLE 3

              REPRESENTATIONS AND WARRANTIES AND OF THE PURCHASERS

      Each Purchaser represents and warrants to each Stockholder, as of the date
hereof, that such Purchaser has all requisite corporate power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby. Such Purchaser has duly executed and delivered this
Agreement and this Agreement is a legal, valid and b