$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
