EX-99.2 3 v086356_ex99-2.htm
EXHIBIT 99.2

JOINT FILING AGREEMENT

THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into as of this 30th day of August, 2007, by and among Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund, Ltd., Wynnefield Capital Management LLC, Wynnefield Capital Inc., Nelson Obus and Joshua Landes.

  The parties to this Agreement hereby agree to prepare jointly and file timely (or otherwise to deliver as appropriate) all filings on Schedule 13D and Schedule 13G (the "Filings") required to be filed by them pursuant to Section 13(d) or 13(g) under the Securities Exchange Act of 1934, as amended, with respect to their respective beneficial ownership, if any, of the Common Stock of Gilman + Ciocia, Inc. that are required to be reported on any Filings. Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.

[signature pages follow]
 

 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.


WYNNEFIELD PARTNERS SMALL CAP
VALUE, L.P.

By: Wynnefield Capital Management, LLC,
its General Partner
 
By:  /s/ Nelson Obus                      
Nelson Obus, Co-Managing Member
 
WYNNEFIELD PARTNERS SMALL CAP
VALUE, L.P., I
 
By: Wynnefield Capital Management, LLC,
its General Partner
 
By:  /s/ Nelson Obus                       
Nelson Obus, Co-Managing Member
 
WYNNEFIELD SMALL CAP VALUE
OFFSHORE FUND, LTD.
 
By: Wynnefield Capital, Inc.,
its Investment Manager

By:  /s/ Nelson Obus                                                     
Nelson Obus, President
 
WYNNEFIELD CAPITAL MANAGEMENT, LLC
 

By:  /s/ Nelson Obus                             
Nelson Obus, Co-Managing Member

 
WYNNEFIELD CAPITAL, INC.
 
By:  /s/ Nelson Obus                         
Nelson Obus, President


 
/s/ Nelson Obus                      
Nelson Obus, Individually

 
/s/ Joshua Landes                   
Joshua Landes, Individually