GILMAN & CIOCIA INC
AGREEMENT
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AGREEMENT
<TEXT>

                                 LOAN AGREEMENT


This LOAN AGREEMENT ("Agreement"), effective November 1, 2000, is between GILMAN
& CIOCIA,  INC., a Delaware  corporation  with a principal  place of business at
1311 Mamaroneck Avenue, White Plains, New York 10605(hereinafter  referred to as
"Borrower") and THE TRAVELERS INSURANCE COMPANY, a Connecticut  corporation with
its principal place of business at One Tower Square, Hartford, Connecticut 06183
(hereinafter referred to as "Travelers").

                                    RECITALS

WHEREAS,  Borrower and Travelers desire to enhance their business  relationship;
and

WHEREAS,  Travelers desires to provide Borrower with additional working capital;
and

WHEREAS,  Borrower owns all the stock of Prime Capital Assets, Inc. (hereinafter
referred to as "Prime  Capital") and places its securities  business  (including
the sale of certain variable insurance products) through Prime Capital and Prime
Capital  shall  benefit  from the  receipt  of the loan  proceeds  by its parent
corporation; and

WHEREAS,  REDACTED

WHEREAS,  REDACTED

WHEREAS,  Travelers  is  willing  to make a loan to  Borrower  on the  terms and
conditions set forth in this Agreement (including,  but not limited to the grant
of a security interest from Borrower and the receipt of the personal  guaranties
from certain  individuals who are  shareholders and officers of Borrower) and in
consideration of Borrower's  execution and delivery of the warrant agreements of
even date herewith to purchase its capital stock (the "Warrant Agreement"); and

WHEREAS, as a condition to the loan by Travelers, Borrower must obtain a line of
credit  from  European  American  Bank  (hereinafter  referred to as "EAB") or a
substituted  lender  as  approved  by  Travelers,  which  approval  will  not be
unreasonably withheld in the amount of at least Six Million Dollars ($6,000,000)
and not to exceed Seven Million Dollars ($7,000,000) (the "EAB Financing").

NOW,  THEREFORE,  IN  CONSIDERATION  of the above  recitals,  the  covenants and
conditions  herein  contained,  and other good and valuable  consideration,  the
receipt of which is acknowledged, Borrower and Travelers agree as follows:

SECTION ONE: AMOUNT OF LOAN, OFFSET OF COMMISSIONS TO REPAY LOAN. Subject to the
             ----------------------------------------------------
terms and conditions contained herein,  Travelers shall lend to Borrower the sum
of  $5,000,000.00  (FIVE  MILLION  DOLLARS) to be  evidenced  by  execution of a
promissory  note  which  shall  incorporate  the  terms and  conditions  of this
Agreement  by  reference  (the  "Note"),  a copy of which is attached  hereto as
Schedule A. The Note shall provide that  interest only shall be payable  through
October 31, 2002, and that such interest  payments  shall be made  annually,  in
arrears within ten (10) days of October 31, 2001 and October 31, 2002 or as soon
as  practicable  after the  appropriate  interest rate for such annual period is
determined in  accordance  with Section 3 hereof.  Beginning  November 30, 2002,
Borrower shall pay the principal amount hereof in 35 equal monthly  installments
of $138,889 on the last day of each month up through and including September 30,
2005 and then shall make a final principal payment of $138,885.00 on October 31,
2005.  Interest  during the  amortization  period  shall be payable  annually in
arrears  within ten (10) days of each of October 31, 2003,  October 31, 2004 and
October 31, 2005,  respectively (or as soon as practicable after the appropriate
interest rate is determined in accordance  with Section 3 hereof).  Interest for
each of the three interest payments due during the amortization  period shall be
based upon the average  outstanding (daily) balance of the loan during the prior
12-month  period.  The loan  shall be  secured  by all  assets of the  Borrower,
(evidenced by a security  agreement) and guaranties  from Michael Ryan,  Kathryn
Travis,  Thomas  Povinelli and James Ciocia,  each of whom are  shareholders and
officers of Borrower  (hereinafter  collectively  referred to as  "Guarantors").
Final payment of all outstanding principal and accrued but unpaid interest shall
be payable on November 4, 2005, if not sooner paid.

Beginning  November  1, 2003,  Borrower  may  prepay  the entire  balance of its
indebtedness  under this loan agreement (and the Note). No partial prepayment is
permissible; nor may Borrower prepay the indebtedness prior to November 1, 2003.
Prepayment of principal and all accrued but unpaid interest under this agreement
and the Note in accordance with the terms of this paragraph shall terminate this
agreement; provided that such prepayment does not alter the terms of the Warrant
Agreement.

SECTION TWO:  INTEREST.
              ---------  An interest  rate will be  established  for each annual
period (from the date of the loan through  October 31,  2001);  November 1, 2001
through October 31, 2002; November 1, 2002 through October 31, 2003, November 1,
2003 through  October 31, 2004 and  November 1, 2004  through  October 31, 2005,
each an "Annual  Period" at the end of each such Annual  Period;  provided that
interest for the first Annual Period shall begin to accrue on the date the funds
are advanced by Travelers  to Borrower.  The interest  rate for each such Annual
Period will be equal to the prime  interest  rate of Fleet Bank,  N.A. as of the
day  immediately  prior to the  beginning of such Annual Period (the date hereof
for the first Annual  Period and each October 31 prior to the  beginning of each
subsequent Annual Period),  plus two and one-quarter (2.25%) percent (the "Basic
Rate"), minus the applicable adjustment percentage described in Section 3 herein
(the "Adjustment Percentage"), if any.

Interest  will be payable in arrears on October 31, the final day of each Annual
Period (or as soon as  practicable  thereafter  when the  applicable  Adjustment
Percentage  can be  determined in  accordance  with Section 3 hereof).  Interest
shall be calculated on the average  outstanding daily balance of the loan during
the applicable Annual Period.

SECTION THREE:  REDACTED

SECTION FOUR:   REDACTED

SECTION FIVE:   REDACTED

SECTION SIX:    REDACTED

SECTION SEVEN:  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS OF  BORROWER.  The
                 ----------------  ----------  ---  --------- --  --------
Borrower hereby represents and warrants to Travelers that:

          (a)  Borrower is a corporation duly organized, validly existing and in
               good  standing  under  the  laws of the  State  of New  York,  is
               licensed by the Insurance  Commissioner  of the State of New York
               to conduct insurance agency business, and has all requisite power
               and  all  governmental  licenses,  authorizations,  consents  and
               approvals  required to carry on its business in each jurisdiction
               in  which  its   business  is   conducted,   including,   without
               limitation, such licenses, authorizations, consents and approvals
               necessary  or  appropriate  to carry on its  insurance  business,
               except in each case to the extent  the  failure of such would not
               be  reasonably  likely  to  have a  material  adverse  effect  on
               Borrower.

          (b)  The  execution,  delivery  and  performance  by  Borrower of this
               Agreement  and each  other  document  related  to the  loan,  and
               Borrower's use of the proceeds hereunder,  are within its powers,
               have been duly authorized by all necessary  corporate  action, do
               not  contravene  or violate  (i) its  certificate  or articles of
               incorporation  or  by-laws,  (ii)  any  law,  rule or  regulation
               applicable  to it, (iii) any  restrictions  under any  agreement,
               contract or  instrument  to which it is a party or by which it or
               any of its property is bound, or (iv) any order, writ,  judgment,
               award,  injunction  or decree  binding on or  affecting it or its
               property,  and do not result in the creation or imposition of any
               adverse  claim  on  the  Borrower's  assets  (except  as  created
               hereunder),  except where such  contravention  or violation would
               not be  reasonably  likely to have a material  adverse  effect on
               Borrower.  This agreement and each other document  related to the
               loan  has  been  duly  authorized,   executed  and  delivered  by
               Borrower.

          (c)  No authorization or approval or other action by, and no notice to
               or filing with,  any  governmental  authority or regulatory  body
               which has not been  obtained or delivered is required for the due
               execution, delivery and performance by Borrower of this agreement
               or any document related to the loan,  except where the absence of
               such authorization,  approval, action, notice or filing would not
               be  reasonably  likely  to  have a  material  adverse  effect  on
               Borrower, Prime Capital or their Affiliates.

          (d)  This  agreement  and  each  other  document  related  to the loan
               constitute the legal,  valid and binding  obligations of Borrower
               against  Borrower  in  accordance  with their  respective  terms,
               except  as  such   enforcement   may  be  limited  by  applicable
               bankruptcy,  insolvency,  reorganization  or other  similar  laws
               relating to or limiting  creditors'  rights  generally and by the
               effect of general  principles of equity (whether  considered in a
               suit at law or in equity).

          (e)  There are no actions,  suits or  proceedings  pending,  or to the
               knowledge of Borrower threatened,  against or affecting Borrower,
               Prime Capital or their  Affiliates,  or the property of Borrower,
               Prime Capital or any of their Affiliates, in any court, or before
               any  arbitrator  of any kind,  or  before or by any  governmental
               body,  which  could  reasonably  be  expected  to have a material
               adverse  effect on Borrower,  Prime Capital or their  Affiliates.
               None of Borrower, Prime Capital or their Affiliates is in default
               with   respect  to  any  order  of  any  court,   arbitrator   or
               governmental authority.

          (f)  All  information  heretofore  furnished  by the  Borrower,  Prime
               Capital or any of their  Affiliates  to Travelers for purposes of
               or  in  connection   with  this  agreement  or  any   transaction
               contemplated  hereby  is,  and  all  such  information  hereafter
               furnished by Borrower,  Prime Capital or any of their  Affiliates
               to  Travelers  will be,  true  and  accurate  in  every  material
               respect,  on the date such information is stated or certified and
               does not and will not contain any material  misstatement  of fact
               or omit to state a material  fact or any fact  necessary  to make
               the statements contained therein not misleading.

          (g)  Borrower  will preserve and maintain (i) its  existence,  rights,
               franchises,  licenses (including, without limitation, its license
               from   the   State   of   New   York   Insurance   Commissioner),
               authorizations,  consents,  approvals and  privileges and qualify
               and remain  qualified in good  standing as a  corporation  in the
               jurisdiction   of  its   formation,   and  (ii)  in  each   other
               jurisdiction where any such failure would have a material adverse
               effect on  Borrower,  Prime  Capital and their  Affiliates,  such
               licenses,  authorizations,  consents and approvals  from any such
               jurisdiction necessary or appropriate to carry on its business.

          (h)  Borrower  will  pay  promptly   when  due  all  material   taxes,
               assessments and governmental charges or levies imposed upon it or
               in  respect of income or profits  therefrom  except  that no such
               amount need be paid if (i) the charge or levy is being  contested
               in good  faith  and by  appropriate  proceedings,  and  (ii)  the
               obligation to pay such amount is adequately  reserved  against in
               accordance with and to the extent required by generally  accepted
               accounting principles.

          (i)  Borrower  will not, and will not permit  Prime  Capital to, enter
               into any transaction  with, or pay any management fees to, any of
               its Affiliates except in the ordinary course of business and then
               only upon terms that are no less  favorable  to Borrower or Prime
               Capital, as the case may be, than would be obtainable at the time
               in  arms'-length   transactions  with  unrelated  third  parties,
               provided   that  this   Section  7(i)  shall  not  apply  to  any
               transactions between Borrower and any wholly-owned  subsidiary or
               to any  management  fees payable by Borrower to Prime  Capital or
               any wholly-owned subsidiary.

          (j)  Borrower,  Prime Capital and their Affiliates are not subject to,
               or   participating    in,   any   agreement   of   guarantee   or
               indemnification;  and Borrower  hereby  covenants  for itself and
               Prime Capital and their Affiliates, that none of them will become
               a party to any such guarantee or indemnification agreement during
               the term of this agreement  without the prior written  consent of
               Travelers.

          (k)  Borrower will  maintain good title to its assets,  free and clear
               of all liens,  claims and  encumbrances  except for the liens and
               security interests  contemplated hereby, and such assets shall be
               held separate and apart from all other assets of the Company.

          (l)  Borrower  will not change  its name,  identity,  jurisdiction  or
               organization  or  corporate  structure  (within  the  meaning  of
               Section  9-402(7) of any  applicable  enactment  of the UCC as in
               effect on the date hereof) or relocate its chief executive office
               or any office  where  Records are kept unless it shall have:  (i)
               given the  Travelers at least  forty-five  (45) days prior notice
               thereof and (ii)  delivered to the  Travelers  all duly  executed
               financing  statements,  instruments and other documents requested
               by the Travelers in connection with such change or relocation.

          (m)  Beginning  with the calendar  quarter  ending  December 31, 2000,
               Borrower will not permit the amount of its indebtedness for money
               borrowed  to  exceed  the  respective   "Debt  to  Equity  Ratio"
               specified below for each Annual Period.

        Annual Period                                   Debt to Equity Ratio

        December 31, 2000 through  October 31, 2001             .6 to 1.0
        November 1, 2001  through  October 31, 2002             .8 to 1.0
        November 1, 2002  through  October 31, 2003             1.0 to 1.0
        November 1, 2003  through  October 31, 2004             1.0 to 1.0
        November 1, 2004  through October 31, 2005              1.0 to 1.0

For purposes of this agreement, the "Debt to Equity Ratio" shall be the ratio of
Borrower's  indebtedness  for money borrowed to Borrower's  total  stockholders'
equity. In addition,  the term  "indebtedness for money borrowed" shall include,
but not be limited  to, the  principal  amount of all  indebtedness,  current or
funded,  secured or  unsecured,  incurred in connection  with any  borrowings of
Borrower  (including the sale of debt  securities);  all debt created or arising
under any conditional  sale or other title  retention  agreement with respect to
any  property  acquired by  Borrower;  all debt  issued,  incurred or assumed in
respect of the purchase price of property;  all obligations  evidenced by a note
bond,  debenture or similar  instrument;  the present  value of all  obligations
under a capital lease; all assurances, guarantees or indemnifications related to
the  indebtedness of another party; the maximum  potential  amounts owed under a
letter of credit; and the total amount of any lines of credit.

          (n)  If  Borrower  receives  an offer from any third party to purchase
               more than 25% of its assets or 10% of its  outstanding  stock, or
               any expression of interest or intent from any third party to make
               such  purchase  of its  stock or assets  during  the term of this
               agreement,  Borrower  shall  notify  Travelers  of such  offer or
               expression of interest or intent as soon as  practicable,  and in
               any event  within  than two  business  days  from  such  offer or
               expression of interest or intent.


SECTION  EIGHT:  FINANCIAL  ARRANGEMENTS  WITH EAB;  OTHER  LIENS ON  BORROWER'S
                 ---------------------------------------------------------------
PROPERTY.
---------Borrower  represents and warrants to Travelers  that,  except as to the
existing  security  interest  granted to  European  American  Bank  (hereinafter
referred to as "EAB") to secure a line of credit of up to $7,000,000  and except
as permitted by Travelers by inclusion in Schedule B hereto, Borrower agrees not
to sell,  pledge,  assign,  encumber,  grant,  create or permit the  creation or
continuance of any lien or encumbrance on the collateral as security  hereunder.
Any action to the contrary shall constitute a material breach of this agreement.
Borrower  represents  that  none  of the  collateral  is  currently  pledged  or
encumbered  except to EAB and as  indicated  on Schedule B hereto,  and Borrower
further agrees that in the event of any increase in the line of credit with EAB,
the security  interest  granted to EAB in  connection  with amounts  borrowed in
excess  of  $7,000,000  shall be  subordinate  to  Travelers'  lien  under  this
agreement  and the Note;  and that any future debt incurred by Borrower will not
exceed the limits prescribed in Section 7(m).

Borrower will provide complete disclosure concerning the terms and conditions of
the financing  agreement that it has  represented  that it is entering into with
EAB.  The  parties to this  agreement  understand  that the  completion  of this
agreement  is  contingent  on the  acceptability  to  Travelers  of any proposed
subordination or inter-creditor agreement among EAB, Travelers and Borrower.

SECTION  NINE:  EVENTS OF DEFAULT.
                ------------------Upon the occurrence of any of the following
events ("Events of Default"),  and notwithstanding  Travelers previous knowledge
thereof,  the  principal  unpaid  balance of the Note,  together  with  interest
thereon,  shall,  except  as  provided  in  subsections  (h) and (i)  hereunder,
immediately become due and payable without notice, presentment, demand, protest,
or notice of protest of any kind, all of which are expressly waived by Borrower:

          a.   Any default by Borrower in the payment,  when due, of any part of
               the   principal  of  or  interest  on  the  Note,  or  any  other
               indebtedness  for borrowed  money has not been paid within thirty
               (30) days after it has become due;

          b.   Any  warranty or  representation  by  Borrower  or Prime  Capital
               contained  in this  agreement or in any  instrument  furnished in
               compliance  with  this  agreement  is false or  incorrect  in any
               material  respect  and  such  default  and or lack of  observance
               remains  uncured for thirty  (30) days of written  notice of such
               failure is given by Travelers to Borrower;

          c.   Borrower  or Prime  Capital,  without  prior  written  consent of
               Travelers,  defaults in the  performance  or observance of any of
               the agreements  furnished in connection with the loan transaction
               contemplated  hereby  (and such  default is not cured  within the
               applicable cure period under such agreement,  if any) or fails to
               comply with any provision of this agreement;

          d.   Borrower or Prime Capital shall dissolve or terminate  existence,
               or merge or consolidate or enter into a transaction involving the
               transfer of more than  twenty-five  (25%)  percent of its assets,
               after  notice  from the  appropriate  regulatory  body,  fails to
               comply with any applicable law or regulation  within a reasonable
               period  of time,  it being  agreed  that  nothing  shall  prevent
               Borrower from  contesting,  in good faith,  the  applicability or
               legality of any such law or regulation;

          e.   Borrower or Prime Capital shall make a general assignment for the
               benefit of creditors  or file a petition in voluntary  bankruptcy
               or a petition  or answer  seeking  reorganization  of Borrower or
               Prime Capital or a  readjustment  of its  indebtedness  under the
               federal  Bankruptcy  Law,  or  consent  to the  appointment  of a
               receiver or trustee of its properties;

          f.   Borrower  or  Prime  Capital   shall  be  adjudged   bankrupt  or
               insolvent,  or a petition or  proceedings  for  bankruptcy or for
               reorganization  shall be filed  against it and it shall admit the
               material allegations,  or an order,  judgment, or decree shall be
               made  approving  such a petition,  and such order,  judgment,  or
               decree shall not be vacated or stayed  within thirty (30) days of
               its  entry,  or a  receiver  or trustee  shall be  appointed  for
               Borrower or Prime  Capital or its  properties or any part thereof
               and remain in possession for thirty (30) days;

          g.   Any default in any  material  agreement  that  Borrower  has with
               Affiliates or non-affiliates  (including, but not limited to, the
               line of  credit  from  EAB),  that is not cured  within  the time
               allowed under the terms of such  agreement (or if such  agreement
               does not define a cure period,  then the cure period for purposes
               of this agreement shall be sixty (60) days). For purposes of this
               subsection,  the term "material agreement" means an agreement the
               premature  cancellation  of which or default  under  would have a
               material adverse effect on the business, results of operations or
               the financial condition of Borrower;

          h.   REDACTED

          i.   REDACTED

          j.   The failure by Borrower or Prime  Capital to maintain  applicable
               insurance and securities  licensing and appointment  necessary to
               sell Travelers annuity and life products.

          k.   Any default by any  Guarantor in the payment of any amount due to
               Travelers under any loan, advance or other agreement or any other
               obligation,  which remains  uncured for thirty (30) days after it
               has become due.

SECTION TEN:  CONDITIONS FOR LOAN.
              -------------------- The advance of the loan proceeds by Travelers
is subject to the following conditions precedent.

          (a)  The closing by Borrower of the EAB Financing;

          (b)  The  delivery  of  the  following   instruments,   documents  and
               agreements, all in form and substance acceptable to Travelers:

                (i) The Note executed by Borrower,
                (ii) Security Agreement from Borrower,
                (iii) Applicable financing statements,
                (iv) Release of Merrill Lynch security agreement,
                (v) Personal Guarantees from:
                                    Michael Ryan
                                    Kathryn Travis
                                    Thomas Povenelli
                                    James Ciocia,
                (vi)     Inter-creditor Agreement (EAB),
                (vii)    Warrant Agreements (2), and
                (viii)   Registration Rights Agreement;

          (c)  All   representations,   warranties  and  covenants  of  Borrower
               contained  herein  are  true  as of the  day of the  advance  and
               Travelers  shall have received a certificate  of the President or
               Chief Financial Officer to that effect; and

          (d)  There have been no material  adverse  changes  with regard to (i)
               the business,  results of  operations  or financial  condition of
               Borrower  or Prime  Capital,  (ii) the  ability  of  Borrower  to
               perform  its  obligations  under  this  agreement,  or (iii)  the
               legality,  validity of enforceability of this agreement or any of
               the documents  listed in  subsection  (b) of this Section 10 from
               the date hereof to the day of the advance.

          (e)  In the event that all of the  conditions set forth in subsections
               (a) - (d) of this  Section 10 are not  satisfied  by December 31,
               2000, this agreement shall terminate and Travelers shall be under
               no obligation to make any loan or any other advance to Borrower.

SECTION ELEVEN:  TAXES ON LOAN.
                 --------------  Borrower agrees to pay any and all tax or taxes
directly assessed on account of this loan or any loan or advance made under this
agreement.

SECTION   TWELVE:   NOTICES  TO  PARTIES.
                    ---------------------   All   notices,   demands  and  other
communications  under this agreement  shall be in writing and shall be deemed to
have been duly  given:  (i) on the date of service if served  personally  on the
party to whom notice is to be given; (ii) on the day of transmission if sent via
facsimile to the facsimile  number given below,  and telephonic  confirmation of
receipt is obtained promptly after completion of transmission;  (iii) on the day
after delivery to Federal  Express or similar  overnight  courier or the Express
Mail service maintained by the United States Postal Service; or (v) on the fifth
day after  mailing,  if mailed  to the party to whom  notice is to be given,  by
first  class  mail,  registered  or  certified,  postage  prepaid  and  properly
addressed, to the party as follows:

         If to Travelers:

                  Mr. Warren May
                  Senior Vice President
                  The Travelers Insurance Company
                  One Tower Square - 2 MN
                  Hartford, Connecticut 06183
                  Telecopy Number:  (860) 954-5706

         With a copy to:

                  Mr. Glenn Lammey
                  Chief Financial Officer and Senior Vice President
                  The Travelers Insurance Company
                  One Tower Square - 6 MS
                  Hartford, Connecticut 06183
                  Telecopy Number:  (860) 277-0646

         If to Borrower:

                  Mr. David Puyear
                  Gilman & Ciocia
                  1311 Mamoroneck Avenue
                  White Plains, New York 10604
                  Telecopy Number:  (914) 997-5091

         With a copy to:

                  Mr. Michael Ryan
                  Prime Financial
                  11 Raymond Avenue
                  Poughkeepsie, New York 12603
                  Telecopy Number:  (845) 485-3300

SECTION  THIRTEEN:  PROTECTION OF TRAVELERS  RIGHTS.
                    --------------------------------  No delay or failure on the
part of Travelers in exercising any right,  power,  or privilege under the terms
of this agreement shall affect such right,  power,  or privilege;  nor shall any
single or partial exercise preclude any further exercise, or the exercise of any
other right, power, or privilege.

SECTION FOURTEEN:  SECURITY.
                   ---------  As security for payment of the Note and any future
loans or advances made (at its sole option) by Travelers, Borrower shall assign,
transfer,  grant and pledge to  Travelers a security  interest in all  property,
tangible and intangible,  now existing or hereafter acquired.  In addition,  the
Guarantors shall each give personal guarantees on a joint and several basis.

SECTION FIFTEEN:  PREEMPTIVE RIGHTS.
                  ------------------  During the continuation of this agreement,
Borrower shall provide  Travelers with a written notice of any public or private
offering by Borrower of shares of common  stock of Borrower or any other  equity
interests in Borrower  being  offered.  Such notice  shall  specify the material
terms of such  proposed  offering  and  shall  offer to  Travelers  the right to
purchase  the  entire  offering  of common  stock or other  equity  interest  of
Borrower at the price(s) contained in such offering.  Travelers may exercise the
preemptive  rights set forth  herein in whole or in any part by  written  notice
delivered to Borrower within ten (10) business days following the mailing of the
written notice by Borrower as required hereinabove.

SECTION SIXTEEN:  ATTORNEY FEES ON DEFAULT.
                  -------------------------  In the event Borrower shall default
in any of its  obligations  under this  agreement  or the Note and,  in the sole
opinion of  Travelers,  it becomes  necessary or proper to employ an attorney to
enforce collection of the indebtedness owed by Borrower or to enforce compliance
by  Borrower  or Prime  Capital  with any of the  provisions  herein  contained,
Borrower  agrees to pay  reasonable  attorney  fees and all other costs that may
reasonably be incurred.

SECTION SEVENTEEN:  GOVERNING LAW; COPIES.
                    ----------------------  This agreement shall be construed in
accordance  with and  governed by the laws of the State of New York,  and may be
executed in several  counterparts,  each of which  shall be an original  and all
collectively  shall  constitute but one  instrument.  With respect to any suits,
actions or proceedings  arising out of or relating to this  Agreement,  Borrower
and Travelers each irrevocably and unconditionally  submits,  for itself and its
property, to the non-exclusive  jurisdiction of any state court or federal court
in Connecticut.

SECTION  EIGHTEEN:  ASSIGNMENT  OF RIGHTS.
                    ---------------------- The rights of each party  under this
Agreement are personal to that party and may not be assigned or  transferred  to
any other person, firm, corporation, or other entity without the prior, express,
and written consent of the other party.

SECTION NINETEEN: ENTIRE AGREEMENT.
                  ----------------- This Agreement,  together with the Note, the
security agreement, the guaranty agreements referenced in Section 13 hereof, and
the  Warrant  Agreement  constitutes  the entire  agreement  between the parties
relating  to  the  matters   contained   herein  and   supersedes  all  previous
communications,  representations  or  agreements,  either  oral or written  with
respect to the subject matter herein. Any modification to this Agreement must be
in writing and signed by authorized officers of both parties.

SECTION  TWENTY:  PARAGRAPH  HEADINGS.
                  --------------------  The  titles  to the  paragraphs  of this
Agreement are solely for the convenience of the parties and shall not be used to
explain,  modify,  simplify,  or aid in the  interpretation of the provisions of
this Agreement.

SECTION  TWENTY-ONE:   DISCLOSURE  OF  TERMS  OF  AGREEMENT.
                       -------------------------------------  The  parties  will
participate jointly in the drafting and communication of the existence and terms
of this agreement. No press release or other disclosure will be made without the
consent of Borrower and Travelers.

SECTION TWENTY-TWO:  SEVERABILITY.
                     -------------  In the event that any part of this agreement
is declared by any court or other  judicial or  administrative  body to be null,
void or  unenforceable,  said provision shall survive to the extent it is not so
declared, and all of the other provisions of this agreement shall remain in full
force and effect.

<PAGE>

          In witness whereof,  each party has caused Agreement to be executed on
its behalf by a duly authorized person on this 31st day of October, 2000.

                                     GILMAN & CIOCIA, INC.


   /s/ Jennifer Zacharczyk              By:   /s/ David D. Puyear
--------------------------------             -----------------------------------
                                        Title:Chief Financial Officer
                                             -----------------------------------
                                        Date: October 31, 2000
                                             -----------------------------------


                                     THE TRAVELERS INSURANCE COMPANY


   /s/ Richard P. Rubin                 By:   /s/ David A. Golino
--------------------------------             -----------------------------------
                                        Title: Vice President and Controller
                                             -----------------------------------
                                        Date:  November 1, 2000
                                             -----------------------------------
</TEXT>
</DOCUMENT>
