UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                               -------------------

                                   FORM 10-KSB


|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the fiscal year ended December 31, 2002

                                       OR

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                           Commission File No. 0-16530

                            BRANDPARTNERS GROUP, INC.
                 (Name of Small Business Issuer in its Charter)

              Delaware                                     13-3236325
 (State or Other Jurisdiction of                        (I.R.S. Employer
 Incorporation or Organization)                         Identification No.)

                                777 Third Avenue
                            New York, New York 10017
          (Address of Principal Executive Offices, Including Zip Code)

                                 (212) 446-0200
                (Issuer's Telephone Number, Including Area Code)

         Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, par value $.01 per share
    Class A Warrants, exercisable at $2.00 per share until November 30, 2006
    Class B Warrants, exercisable at $3.00 per share until November 30, 2006
                               (Title of Classes)

      Check  whether  the issuer (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.

      Yes   X           No    ____
        -------

      Check if there is no disclosure of delinquent  filers pursuant to Item 405
of Regulation S-B contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

      The issuer's revenues for its most recent fiscal year were $38,879,500.

      On March 18, 2003, the aggregate  market value of the voting stock held by
non-affiliates of the registrant,  using the average bid and asked prices of the
registrant's common stock on said date, was $1,257,405.

      As of March 18, 2003, there were issued and outstanding  18,063,553 shares
of the registrant's Common Stock.


                       DOCUMENTS INCORPORATED BY REFERENCE

      Identification of Document                    Part into which Incorporated
      --------------------------                    ----------------------------

      Proxy Statement for the 2003
      Annual Meeting of Stockholders
      to be filed by April 30, 2003            Part III - Items 9, 10, 11 and 12

      Transitional Small Business Disclosure Format (check one). Yes       No X
                                                                    ----    ----

<PAGE>


                                     PART I

Item 1.  Description of Business.

      BrandPartners Group, Inc. (together with its subsidiaries,  the "Company")
provides  financial  services  firms and other  service  retailers  with  market
intelligence  and  data  mining   services,   consulting  and  design  services,
merchandising,  store  build-out  and project  management  services  through its
wholly-owned subsidiary, Willey Brothers, Inc.

      In  2000,  we  conducted  our   operations   through  our   majority-owned
subsidiary,   Michaelson   Kelbick  Partners,   Inc.  ("MKP"),   a  provider  of
communications   consulting  services  to  the  financial   industry,   and  our
wholly-owned subsidiary acquired in March 2000,  iMapData.com,  Inc., a provider
of  on-line  database  solutions  with  access to market  and  economic  data in
user-friendly  mapped  formats.  In  January  2001,  we sold  our 80%  ownership
interest  in MKP,  and  acquired  100% of the  shares of common  stock of Willey
Brothers, currently our sole operating subsidiary. In February 2001, an investor
group  contributed $3 million to iMapData in the form of an equity investment in
exchange for a minority  position in  iMapData,  and in October 2002 we sold our
majority stake in iMapData in order to  consolidate  resources and to pursue our
strategy of expanding on the foundation of Willey Brothers.  We continue to seek
acquisitions or other business  transactions to expand our existing business and
to explore other growth  opportunities.  We may fund such  acquisitions or other
transactions   through  the  issuance  of  equity  or  debt   securities,   with
indebtedness or cash, through other forms of compensation and incentives, or any
combination  thereof.  If we identify an  appropriate  acquisition  candidate or
other business transaction,  we may need to seek additional financing,  although
no assurances can be given that additional  financing will be available to us on
favorable terms or at all.

      The Company was originally incorporated in 1984 in New York under the name
"Performance  Services  Group,  Inc." The Company changed its name to "Financial
Performance  Corporation" in 1986, prior to its initial public offering.  At the
Annual  Meeting of  Stockholders  of the  Company  held on August 1,  2001,  the
stockholders  approved a proposal  to  reincorporate  the Company in Delaware by
merging the Company into a newly formed, wholly-owned subsidiary of the Company.
The  reincorporation,  which was effected on August 20, 2001,  changed the legal
domicile  of the  Company  from New York to  Delaware,  but did not  result in a
change in the business,  management,  assets or liabilities  of the Company.  In
connection with the  reincorporation  the stockholders  also approved  proposals
increasing the authorized capital stock of the Company from 50,000,000 shares of
common  stock  and  10,000,000  shares  of  "blank  check"  preferred  stock  to
100,000,000  shares  of  common  stock and  20,000,000  shares of "blank  check"
preferred stock,  classifying the Company's board of directors, and changing the
Company's  name to  "BrandPartners  Group,  Inc.," which  changes were  effected
simultaneously with the reincorporation.

Willey Brothers

      Willey Brothers provides total retail solutions to the financial  services
industry  (including both banks and non-bank financial  services  companies) and
other  service  retailers.  Offering  a full  range of  products  and  services,
including  market  intelligence  and  data  mining  services,  strategic  retail
positioning and branding,  environmental design and store construction services,
retail  merchandising  analysis,  display systems and signage, and point-of-sale
communications and marketing programs, Willey Brothers seeks to develop creative
yet practical  solutions to help its clients build  brands,  maximize  sales and
create a strong platform for sustained growth.  Founded in 1983, Willey Brothers
was  privately  held by James M. Willey and Thomas P. Willey  until  January 16,
2001, when we purchased 100% of its common stock.

      Willey Brothers Business Program

      Willey  Brothers has developed a flexible work process that can be adapted
to meet the needs of different clients.  Willey Brothers's  in-house sales force
markets its products and services to Willey  Brothers's  target markets  through
tradeshows,  direct mail and other direct marketing methods.  When a contract is
signed,   a   multi-disciplinary   project   team,   generally   consisting   of
representatives   from  Willey  Brothers's   design  and  consulting   services,
merchandising  systems, and build and project management divisions (together,  a
"Team"), is assembled to work
<PAGE>

closely with the client from the planning stages through the  implementation  of
each  project.  Willey  Brothers  has divided its work  process into three basic
steps, each with well-defined phases, as follows:

      Strategic Development

      Corporate Reconnaissance and Demographic Analysis.  Through interviews and
discussions  with a client,  the Team works with the  client to  understand  its
history of retail development, current sales, culture, customer base and goals.

      Concept  Development.  The Team then develops a singular  thematic concept
that seeks to embody the  character of the client's  brand,  which  concept will
guide the design and implementation efforts that follow.

      Network  Analysis/Site  Analysis/Branch  Typing.  The  Team  analyzes  the
client's  current retail  network.  The analysis covers on-site audits of branch
locations for fitness,  media and  communications  availability  and demographic
studies.  Branch typing helps to determine what type of retail delivery  vehicle
should be  distributed to specific  areas of the  marketplace.  Through the wide
range of services offered by Willey Brothers,  its clients are able to establish
priorities for their branded delivery network.

      Market  Intelligence.  Using proprietary  software  programs  developed by
Willey Brothers,  the Team is able to identify site locations for new facilities
and measure the attractiveness of potential new markets.

      Design Development

      Point of Sale  Communication.  The Team  translates the client's  branding
strategy into a written,  verbal and physical  merchandising  message,  which is
refined  and  promoted  to a targeted  market  through  in-store  communications
vehicles,  including  point-of-sale  communications,   marketing  materials  and
advertising campaigns.  All of these elements are meant to embrace a coordinated
merchandising  message.  Willey Brothers designs posters,  brochures and videos,
then outsources  production to third party vendors,  while overseeing all facets
of production of the products.  Through its delivery system,  Willey Brothers is
able  to  deliver  the  designated  point-of-sale  materials,  in  the  required
quantities, on schedule and within budget.

      Retail  Merchandising  Systems.   Retail  merchandising  systems  are  the
delivery vehicles for point of sale and branding communications and are designed
to be  adapted to a wide  variety  of  branches.  The Team  develops  systems of
fixtures and signage that seek to maximize  efficiency of  communication  of the
client's merchandising message to the in-store customer.  Products sold include,
but are not limited to, brochure displays, kiosks, regulatory displays, interest
rate boards and directional signs that are located throughout a branch office.

      Architectural/Interior  Design.  The Team  develops  facilities to support
both the client's brand and the efficient distribution of its product.  Projects
range from interior reconfiguration and renovation to the design of entirely new
facilities.  Where branch  planning and design is required,  the Team  assembles
market research defining the client's customer base, their buying habits and the
traffic patterns inside a representative sample of facilities.  With the help of
a branch fitness analysis,  Willey Brothers develops a branch-typing matrix that
shows what a model  branch  should  contain to maximize  its  effectiveness  and
profitability.  Willey  Brothers's  in-house  design team then  creates a design
template that  translates  the  attributes  of the "model"  branch into a master
store design.  Retail locations are designed to support the brand,  maximize the
impact of point-of-sales  communications,  and connect with the customer through
the appropriate brand  experience.  Included in the master design are the branch
floor plan and the layout  identifying  the  location  and type of millwork  and
merchandise.  Once a design has been approved,  Willey  Brothers  supervises the
project to ensure the integrity of the design and that budgets and schedules are
met. Through the years, Willey Brothers has developed a significant  database of
designs, floor plans and merchandising layouts.

      Implementation

      Fabrication and/or  Construction  Documentation.  Willey Brothers provides
all  required   production   documentation   for  new  creative   merchandising,
engineering  documentation  and mechanical  drawings for displays,  fixtures and
signage  and,  if part  of the  project,  construction  documents  for  facility
designs.


                                       2
<PAGE>

      Implementation  Planning.  On a  cross-functional  basis,  Willey Brothers
provides  planning and support for projects of varying scale and scope,  ranging
from  reconfigurations  of a small  number  of local  branches  to  large-scale,
national rollout programs.  Support  facilities are located in Phoenix,  Arizona
and New York, New York.

      Implementation Supervision.  Willey Brothers utilizes technology to assist
in project  supervision.  Project  supervisors  communicate with clients through
project-specific  web sites created for sharing  up-to-date  information  on all
aspects of a project's  implementation.  In addition,  Willey Brothers  provides
on-site  supervisors  to assure  proper  implementation  of project  details and
adherence to timetables.

Target Markets

      Willey Brothers's  revenues have historically been derived from businesses
in the financial  services  markets,  primarily,  but not  exclusively,  banking
organizations.  Its target markets and a representative sample of clients are as
follows:

      Tier One Banks - commercial banking organizations,  bank holding companies
and thrifts with more than one hundred branch locations, including, for example,
AmSouth, Fleet Boston and Wells Fargo;

      Community Banks - banking organizations,  bank holding companies,  thrifts
and credit unions with fewer than one hundred branches,  including, for example,
Bank of Walpole, Metrowest Bank and Southwest Bank of Texas;

      Non-bank  financial  services  companies - companies  providing  financial
services  products to consumers and  businesses  that are not licensed as banks.
These organizations are primarily brokerage houses, mutual fund companies, asset
management  companies,   insurance  and  mortgage  companies  and  tax  services
companies, including, for example, H&R Block and TD Waterhouse; and

      Other - other  retailers and service  retailers,  including,  for example,
Detroit Edison and South Carolina Electric and Gas.

Suppliers

      Willey Brothers outsources all manufacturing, fabrication and construction
services from a variety of suppliers  throughout the United States;  it does not
own or operate  manufacturing  facilities.  Most outsourcing is project specific
based  upon  location  and the nature of the  products  and  services  provided.
Management   believes  that  many  alternate   manufacturing,   fabrication  and
construction sources exist. However, the inability of current sources to satisfy
the company's  requirements or the loss of certain sources could have a material
adverse  effect  on  the  company.  While  Willey  Brothers  has  long  standing
relationships  with many of its suppliers and believes its relations to be good,
it does not have long-term commitments.

Significant Customers

      For the year ended  December  31, 2002,  one  customer of Willey  Brothers
accounted for approximately 14% of our revenues. No other customer accounted for
more than 10% of our revenues in the year ended December 31, 2002. We anticipate
that a substantial  portion of our revenues for 2003 will be  concentrated  from
within a  limited  number of  customers.  Accordingly,  our sales and  operating
results are subject to substantial variations in any given year and from quarter
to quarter. In addition, sales and net income (if any) in any particular quarter
may not  necessarily  reflect our results of operations  for the full year.  The
loss of, or reduction in services to, one or more  significant  customers  could
have a material adverse effect on the Company.


                                       3
<PAGE>

Employees

      As of March 10, 2003, the Company had  approximately  131  employees.  The
Company considers its relations with its employees to be good.

Intellectual Property

      Willey Brothers owns the following registered trademarks: Willey Brothers,
Willey Brothers Direct and Willey Brothers International.

Competition

      The competitive landscape for the products and services provided by Willey
Brothers is fragmented across many sectors,  and is highly  competitive.  Due to
the nature of the Willey Brothers business, it also competes with design houses,
architectural  firms,  consulting firms, fixture companies and creative agencies
of varying sizes.  Some of such  competitors are  significantly  larger and more
diversified than the Company and have substantially  greater resources available
for the production, marketing and financing of their services and products.

Item 2.  Description of Property.

      Our  principal  executive  offices are located at 777 Third  Avenue,  30th
Floor,  New York,  New York.  Willey  Brothers  also  occupies a portion of such
offices  for sales and  showroom  purposes.  The lease for such  offices,  which
covers approximately 12,000 square feet, is for ten years expiring on January 1,
2010,  with a fixed rent of  approximately  $646,000 per year payable during the
first five years of the term, and approximately $670,000 per year payable during
the second five  years.  In December  1999 we entered  into a five year  license
agreement with our former outside counsel to occupy a portion of the offices and
common areas, for an annual fee of $200,000.  In the fourth quarter of 2002, the
licensee defaulted on its payment obligations under the license agreement,  and,
after taking all measures  available to us, we availed ourselves of our right to
terminate the license  agreement  effective  January 18, 2003. We have engaged a
collection  firm to pursue our claims  against  the  licensee  under the license
agreement,  but no assurances can be given that such collection  efforts will be
successful  in  recovering  the  amounts  owed under the license  agreement.  We
subsequently  licensed  portions  of the  offices  within the  premises to third
parties,  on a month-to-month  basis,  and we are currently  seeking one or more
licensees  or  subtenants  to occupy  all or a portion of the  premises  for the
balance of the lease term. There can be no assurances, however, that the Company
will be  successful  in obtaining a subtenant or licensee at all or at a rate at
least equivalent to the rate in the lease.

      The principal  administrative  and sales  offices for Willey  Brothers are
located in Rochester, New Hampshire, where it leases a facility of approximately
73,000 square feet. The lease for such offices  expires in 2006 and provides for
payment of annual rent of approximately $162,756.  Willey Brothers also leases a
25,000 square foot warehouse and  fulfillment  center in Phoenix,  Arizona,  and
occupies a portion of the offices at 777 Third Avenue, 30th Floor, New York, New
York, for sales offices and showrooms, as described above. The Phoenix warehouse
is leased on a  month-to-month  basis,  and requires  monthly rental payments of
approximately $13,625.

      We believe that our facilities are well maintained,  in good condition and
suitable for our  operations,  except that we believe that we currently  have an
overabundance of office space, and we are seeking to offset our rent expenses as
described above.

Item 3.  Legal Proceedings.

      A Verified  Amended  Complaint (the  "Complaint") was filed in the Supreme
Court of the State of New York,  County of New York,  on January  15,  2002,  in
connection  with an action  entitled  Marvin M. Reiss and Rebot  Corporation  v.
BrandPartners Group, Inc., formerly known as Financial  Performance  Corporation
(Index No.  111385/98).  The Complaint sought a declaration that plaintiffs were
entitled to exercise  warrants issued to them by the Company in 1993 to purchase
an aggregate of 1,698,904  shares of the common stock of the Company at $.10 per
share in accordance  with their terms,  without  adjustment  for a  one-for-five
reverse stock split declared by the


                                       4
<PAGE>

Company in 1996,  and damages in the amount of  approximately  $28 million.  The
Complaint  was filed  subsequent  to a  decision  of the Court of Appeals of the
State of New York reinstating plaintiffs' claim for a declaration that they were
entitled to exercise the warrants in  accordance  with their terms,  which claim
had  previously  been  dismissed  by the New York County  Supreme  Court,  whose
dismissal was affirmed by the Appellate Division, First Department.  The Company
served a Verified Answer to the Complaint,  including  affirmative  defenses, on
March 8, 2002.  On January 30, 2003,  the New York County  Supreme  Court denied
summary  judgment  motions made by both the plaintiffs  and the Company,  and on
February 27, 2003 the court set a June  discovery  cut-off date and deadline for
filing of a note of issue. Although we believe that we have substantial defenses
to the claims and damages  sought,  at this time, no assurance can be made as to
what effect,  if any, the outcome of this matter will have on the Company or its
financial position, which effect could be material. Accordingly, we have entered
into settlement  negotiations  with the  plaintiffs.  No assurances can be given
that we will be able to negotiate a settlement of this matter at all or on terms
favorable  to the  Company.  In the  event  that we are  unable  to arrive at an
acceptable  settlement  with the  plaintiffs,  we intend to litigate this matter
vigorously.

Item 4.  Submission of Matters to a Vote of Securities Holders.

      No matters were submitted to a vote of security-holders during the quarter
ended December 31, 2002.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

      The Company's common stock has been publicly quoted on The Nasdaq SmallCap
Market under the trading symbol "BPTR" since August 21, 2001 and, from September
22, 2000 through such date,  under the trading symbol "FPCX." Prior to September
22, 2000 it was traded on the OTC Bulletin Board under the same symbol.

      The following table sets forth,  for the periods  indicated,  the high and
low  reported  sales  prices  per share for the common  stock of the  Company as
reported by the Nasdaq SmallCap Market.

                                                             High       Low
                                                             ----       ---
Calendar Year 2001

First Quarter Ended March 31, 2001 .................        $6.500    $1.688
Second Quarter Ended June 30, 2001 .................         3.300     1.580
Third Quarter Ended September 30, 2001 .............         2.250     0.680
Fourth Quarter Ended December 31, 2001 .............         1.700     0.810

Calendar Year 2002

First Quarter Ended March 31, 2002 .................        $1.310    $0.660
Second Quarter Ended June 30, 2002 .................         1.110     0.600
Third Quarter Ended September 30, 2002 .............         0.840     0.150
Fourth Quarter Ended December 31, 2002 .............         0.250     0.070

      As of March 18, 2003,  we had  approximately  253 holders of record of our
common stock.

      To date, we have not paid any  dividends on our common stock.  Any payment
of future cash  dividends  and the amount  thereof  will be  dependent  upon our
earnings, financial requirements, and other factors deemed relevant by our Board
of Directors.


                                       5
<PAGE>

Item 6.  Management's Discussion and Analysis or Plan of Operation.

      Critical Accounting Policies

      The Securities and Exchange  Commission ("SEC") recently issued disclosure
guidance for critical accounting policies.  The SEC defines "critical accounting
policies" as those that require complex judgments, often as a result of the need
to make estimates about the effect of matters that are inherently  uncertain and
may change in subsequent periods.

      Management's  discussion  and  analysis  of its  financial  condition  and
results  of  operations  are based  upon the  Company's  consolidated  financial
statements,  which have been prepared in accordance with  accounting  principles
generally  accepted in the United States. The Company's  consolidated  financial
statements  include a summary of  significant  accounting  policies  used in the
preparation  of  such  financial  statements  (see  Note B to  the  consolidated
financial  statements).  The  following  reviews  the more  critical  accounting
policies used:

      Revenue Recognition

      Willey   Brothers   records  sales  on  its  long  term   contracts  on  a
percentage-of-completion  basis,  based  upon  current  estimates  of  costs  to
complete such contracts.  The Company performs an ongoing review of contracts in
progress  including  evaluation of the stage of  completion,  site  inspections,
costs  incurred  and  estimates  to  complete.  This  evaluation  is  inherently
judgmental and requires  material  estimates.  Contract costs include all direct
materials,  labor and subcontractor costs.  General and administrative  expenses
are  accounted  for as period  charges and,  therefore,  are not included in the
calculation of the estimates to complete. Anticipated losses are provided for in
their entirety without reference to the percentage-of-completion.

      Revenue  from short  term  contracts  is  recognized  when the  product is
shipped and/or the service is rendered.

      Valuation of Accounts Receivable

      Periodically  the Company  reviews  accounts  receivable  to reassess  its
estimates of  collectibility.  The Company provides  valuation  reserves for bad
debts  based on  specific  identification  of likely  and  probable  losses.  In
addition,  the  Company  provides  valuation  reserves  for  estimates  of  aged
receivables  that may be written  off,  based upon  historical  evidence.  These
valuation   reserves  are   periodically   re-evaluated  and  adjusted  as  more
information  about the ultimate  collectibility of accounts  receivable  becomes
available.  Circumstances  that could cause the Company's  valuation reserves to
increase  include changes in its clients'  liquidity and credit  quality,  other
factors  negatively  impacting clients' ability to pay their obligations as they
come due, and the quality of its collection efforts.

      Valuation of Intangible Assets

      The  Company  assesses  the  impairment  of goodwill  whenever  changes in
circumstances,  such as continuing  losses,  indicate that the fair value may be
less than the carrying  value. In the event of such  circumstances,  or at least
annually,  the Company  estimates  the  recoverability  of goodwill by obtaining
appraisals of fair value from outside specialists.

Results of Operations

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

      Revenues.  Revenues from  continuing  operations  decreased  approximately
$814,000,  or 2%, to  $38,879,000  for the twelve months ended December 31, 2002
from $39,693,000 for the twelve months ended December 31, 2001. This decrease is
related to the Company's Willey Brothers subsidiary, which experienced a decline
in revenues attributable to a slow-down in the United States economy.

      Cost of Revenues.  Cost of revenues from continuing  operations  increased
approximately  $2,468,000,  or 9%, to $29,726,000 (76% of net revenues), for the
twelve months ended December 31, 2002 from $27,258,000 (69% of net revenues) for
the  twelve  months  ended  December  31,  2001.   This  increase  is  primarily
attributable to a shift in product mix from higher margin merchandising products
to branch planning and design,  which has a lower margin,  resulting from shifts
in market  demands for the  Company's  products and  services,  and higher costs
primarily for consultants.

      Selling,  General  and  Administrative  Expenses.   Selling,  general  and
administrative  expenses  from  continuing  operations  increased  approximately
$262,000,  or 2%, to  $12,342,000  for the twelve months ended December 31, 2002
from  $12,080,000 for the twelve months ended December,  31, 2001. This increase
is  primarily  attributable  to  amendment  fees and  expenses of  approximately
$857,000  related  to the  amendment  of the  Company's  debt  agreement  and to
increases in selling and marketing expenses, primarily trade show expenses and


                                       6
<PAGE>

sales presentation  expenses,  offset by decreases in general and administrative
expenses, primarily salary expenses, professional and consulting fees and travel
expenses.

      Depreciation  and   Amortization.   Depreciation  and  amortization   from
continuing operations decreased  approximately  $2,631,000,  or 75%, to $890,000
for the twelve  months ended  December 31, 2002 from  $3,521,000  for the twelve
months ended December 31, 2001.  This decrease is primarily  attributable to the
cessation of annual  goodwill  amortization,  of  approximately  $2,700,000,  on
January 1, 2002, in conformance with SFAS No. 142.

      Operating  Loss.  Operating  loss  from  continuing  operations  increased
approximately  $913,000,  or 29%,  to  $4,079,000  for the twelve  months  ended
December 31, 2002,  from  $3,166,000  for the twelve  months ended  December 31,
2001.  The increase in the operating loss from  continuing  operations is due to
the factors referred to above.

      Interest Expense.  Interest expense from continuing  operations  increased
approximately  $496,000,  or 25%,  to  $2,461,000  for the twelve  months  ended
December 31, 2002 from $1,965,000 for the twelve months ended December 31, 2001.
This increase is  attributable  to interest on a  subordinated  promissory  note
issued in October 2001 and to increased  borrowings  under the credit  facility,
offset by lower interest rates.

      Other  Income.   Other  income  from   continuing   operations   increased
approximately  $737,000 to $751,000  for the twelve  months  ended  December 31,
2002,  from $14,000 for the twelve months ended December 31, 2001. This increase
is primarily  due to  management  fee income  received  from MKP, the  Company's
former  majority-owned  subsidiary,  which was  reclassified  as a  discontinued
operation  for the twelve  months  ended  December  31,  2000 but from which the
Company had the right to receive  management  fee income for 2001 in 2002 and to
an unrealized gain of approximately  $384,000  resulting from the valuation of a
put feature on warrants issued in conjunction with a note payable.

      Income  Taxes.   Income  taxes  from   continuing   operations   decreased
approximately  $20,000, or 11%, to $167,000 for the twelve months ended December
31, 2002 from  $187,000  for the twelve  months ended  December  31, 2001.  This
decrease is primarily due to a state tax refund  received by the parent company,
offset by higher taxes in the State of Delaware,  and to lower  estimated  state
tax expenses for Willey Brothers.

      Loss from Continuing Operations. Loss from continuing operations increased
approximately  $652,000,  or 12%,  to  $5,956,000  for the twelve  months  ended
December 31, 2002 from $5,304,000 for the twelve months ended December 31, 2001.
The  increase  in the loss  from  continuing  operations  is due to the  factors
referred to above.

      Loss  from  Discontinued  Operations.  Loss from  discontinued  operations
increased approximately $5,459,000, or 319%, to $7,170,000 for the twelve months
ended December 31, 2002 from $1,711,000 for the twelve months ended December 31,
2001.  This  increase  is  primarily  attributable  to an  impairment  charge of
approximately  $6.6 million,  recognized  September 30, 2002, in connection with
the sale of the  Company's  majority  interest in iMapData on October 31,  2002,
partially  offset by the cessation of amortization of goodwill of  approximately
$717,000 on January 1, 2002, in conformance with SFAS No. 142.

      Net  Loss.  Net  loss  increased  approximately  $6,111,000,  or  87%,  to
$13,126,000  for the twelve months ended  December 31, 2002 from  $7,015,000 for
the twelve months ended  December 31, 2001.  The increase in the net loss is due
to the impairment charge of approximately  $6.6 million included in discontinued
operations at December 31, 2002.

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

      Revenues.  Revenues from continuing  operations  were  $39,693,000 for the
twelve months ended December 31, 2001 and are attributable to the acquisition of
Willey Brothers,  which is included in the consolidated revenues from continuing
operations  from  January 16, 2001 (date of  acquisition)  through  December 31,
2001.  There were no revenues from  continuing  operations for the twelve months
ended December 31, 2000.


                                       7
<PAGE>

      Cost  of  Revenues.  Cost  of  revenues  from  continuing  operations  was
$27,258,000 for the twelve months ended December 31, 2001 and is attributable to
the acquisition of Willey Brothers,  which is included in the consolidated  cost
of revenues from continuing  operations  from January 16, 2001 through  December
31, 2001. In the fourth quarter of 2001, the Company  recorded post  acquisition
adjustments,  related to the  acquisition of Willey  Brothers,  reducing cost of
sales by approximately  $744,000.  There was no cost of revenues from continuing
operations for the twelve months ended December 31, 2000.

      Selling,  General  and  Administrative  Expenses.   Selling,  general  and
administrative  expenses  from  continuing  operations  increased  approximately
$9,435,000 to  $12,080,000  for the twelve  months ended  December 31, 2001 from
$2,645,000  for the twelve  months ended  December 31,  2000.  This  increase is
primarily attributable to the acquisition of Willey Brothers,  which is included
in the consolidated selling, general and administrative expenses from continuing
operations  from  January 16, 2001 through  December 31, 2001,  and to increased
costs of the parent company,  primarily payroll costs and professional  fees. In
the fourth quarter of 2001 the Company  recorded post  acquisition  adjustments,
related to the acquisition of Willey  Brothers,  reducing  selling,  general and
administrative expenses by approximately $204,000.

      Depreciation  and   Amortization.   Depreciation  and  amortization   from
continuing operations increased  approximately  $3,387,000 to $3,521,000 for the
twelve months ended  December 31, 2001 from $134,000 for the twelve months ended
December 31, 2000. This increase is primarily  attributable to the  amortization
of goodwill  and  deferred  charges  resulting  from the  acquisition  of Willey
Brothers on January 16, 2001.

      Operating  Loss.  Operating  loss  from  continuing  operations  increased
approximately  $387,000,  or 14%,  to  $3,166,000  for the twelve  months  ended
December 31, 2001,  from  $2,779,000  for the twelve  months ended  December 31,
2000.  The increase in the operating loss from  continuing  operations is due to
the factors referred to above.

      Interest  Expense.   Interest  expense  from  continuing   operations  was
approximately  $1,965,000  for the twelve months ended  December 31, 2001 and is
attributable to interest on the Company's revolving credit facilities, term loan
and notes payable.  There was no interest expense from continuing operations for
the twelve months ended December 31, 2000.

      Other  Income.   Other  income  from   continuing   operations   decreased
approximately  $187,000, or 93%, to $14,000 for the twelve months ended December
31, 2001 from  $201,000  for the twelve  months ended  December  31, 2000.  This
decrease is due to the write down of securities,  a loss on put warrants and the
absence of management  fee income in 2001 due to the  disposition of MKP and its
reclassification  as a  discontinued  operation  for  the  twelve  months  ended
December 31, 2000, offset by higher interest income.

      Income Taxes.  Income taxes from continuing  operations were approximately
$187,000  for the  twelve  months  ended  December  31,  2001 and are  primarily
attributable  to the state  taxable  income of Willey  Brothers.  There  were no
income taxes from continuing  operations in the twelve months ended December 31,
2000.

      Loss from Continuing Operations. Loss from continuing operations increased
approximately  $2,726,000,  or 106%, to  $5,304,000  for the twelve months ended
December 31, 2001,  from  $2,578,000  for the twelve  months ended  December 31,
2000. The increase in the loss from continuing  operations is due to the factors
referred to above.

      Discontinued  Operations.  Loss  from  discontinued  operations  decreased
approximately  $568,000,  or 25%,  to  $1,711,000  for the twelve  months  ended
December 31, 2001 from $2,279,000 for the twelve months ended December 31, 2000.
On January  16,  2001 the  Company  disposed  of its 80% equity  interest in MKP
through a sale to MKP. It was classified as a discontinued operation in the year
ended  December  31,  2000 and a net loss of  $382,000  recorded.  There were no
operations  for MKP in the twelve months ended December 31, 2001. On October 31,
2002, the Company disposed of its majority equity interest in iMapData through a
sale to the minority stockholders. In that regard, results of operations for the
years ended  December 31, 2001 and 2000 have been restated for the  discontinued
operation.   The  loss  from  discontinued   operations  of  iMapData  decreased
approximately  $186,000,  or 10%,  to  $1,711,000  for the twelve  months  ended
December  31,  2001  from  $1,897,000  for the  period  March 3,  2000  (date of
acquisition) through December 31, 2000. The decrease in the loss is


                                       8
<PAGE>

attributable  to the absence in 2001 of an impairment  charge of $1,150,000 that
was recorded in the year ended  December 31, 2000,  offset by a build up in cost
of revenues  and selling,  general and  administrative  expenses  during 2001 in
anticipation  of  sales  from  a  product  that  proved   unsuccessful  and  was
subsequently abandoned.

      Net  Loss.  Net  loss  increased  approximately  $2,158,000,  or  44%,  to
$7,015,000 for the twelve months ended December 31, 2001 from $4,857,000 for the
twelve months ended December 31, 2000. The increase in the net loss is primarily
due to the factors referred to above.

Liquidity and Capital Resources

      As of December 31, 2002, the Company had negative working capital (current
assets  less  current  liabilities)  of  $6,138,000,   stockholders'  equity  of
$7,954,000 and a working capital ratio (current  assets to current  liabilities)
of approximately .76:1. At December 31, 2001, the Company had working capital of
$14,615,000,  stockholders' equity of $20,809,000 and a working capital ratio of
approximately  1.96:1.  The negative working capital at December 31, 2002 arises
primarily from the classification of $4,568,000 of the Company's debt as current
maturities  and to an  increase in accounts  payable and accrued  expenses.  The
balances of the Term Loan and Revolving  Credit  Facility (as each of such terms
is defined below) of approximately $2,239,000 and $4,825,000,  respectively,  as
of March 12, 2003, are due to be repaid on August 22, 2003. The Company  intends
to refinance  this debt on terms and conditions  acceptable to the Company,  and
has obtained a commitment from another lender for a $6,000,000  credit facility,
subject to the execution of definitive  agreements.  The commitment expires June
12, 2003.  No  assurance  can be given that the Company  will be  successful  in
concluding this or any other financing transaction.  In addition, two $1,000,000
Notes (as defined below) with accrued interest of approximately $690,000 are due
to be repaid October 11, 2003. As of December 31, 2002 and December 31, 2001 the
Company had unrestricted cash and cash equivalents of $2,813,000 and $4,226,000,
respectively.

      For the twelve months ended  December 31, 2002 and December 31, 2001,  net
cash used in operating  activities  of  continuing  operations  was $903,000 and
$2,509,000, respectively, net cash provided by (used in) investing activities of
continuing  operations  was  $1,385,000  (primarily  from the sale of  iMapData,
offset  by  fixed  asset  purchases)  and   $(13,284,000)   (primarily  for  the
acquisition of Willey Brothers),  respectively,  and net cash (used in) provided
by  financing   activities  of  continuing   operations  was   $(1,895,000)  and
$20,016,000   (primarily   through   long  term  debt  and  equity   issuances),
respectively.

      On  January  11,  2001,  the  Company's  wholly-owned  subsidiary,  Willey
Brothers,  established a loan facility (the  "Facility") with a third party. The
Facility  consists of an $8,000,000 term loan (the "Term Loan") and a $6,000,000
revolving credit facility (the "Revolving  Credit Facility") and bears interest,
at the  borrower's  option,  at a rate per annum equal to either the bank's base
rate plus the  applicable  margin or LIBOR  plus the  applicable  margin.  As of
December  31, 2002,  there was  $2,499,000  outstanding  under the term loan and
$4,000,000  outstanding under the credit facility. The weighted average interest
rate in effect on December  31, 2002 was 6.00% for the Term Loan and 4.3156% for
the Credit  Facility.  The Facility  has been  amended by  Amendment  and Waiver
Agreements dated May 21, 2001, October 22, 2001 and March 29, 2002, by Amendment
Agreements  dated September 25, 2002,  December 20, 2002 and March 18, 2003, and
by a letter agreement dated February 12, 2003. The various  amendment and waiver
agreements  waive  certain  financial  covenants  for the remainder of the term,
require the payment of amendment fees, limit the  availability  under the credit
facility,  place restrictions on the use of $4,000,000 of Willey Brothers's cash
and restrict  the payment of certain  other  obligations.  The December 20, 2002
Amendment  applied  the  $4,000,000  of cash  restricted  by the March 29,  2002
Amendment to the Term Loan. The February 12, 2003 letter agreement  extended the
payment  date of the  amendment  fee until  March 28,  2003.  The March 18, 2003
Amendment  extended the  expiration  of the  Facility  from March 31, 2003 until
August 22, 2003,  extended the payment of the amendment fee until such date, and
mandated  weekly  pre-payments  toward the balance of the Term Loan. As of March
12, 2003 there were outstanding  balances of approximately  $2,239,000 under the
Term Loan and  $4,825,000  under the  Revolving  Credit  Facility.  The  Company
intends to refinance  the  Facility on terms and  conditions  acceptable  to the
Company.  While it has obtained a commitment  for a $6,000,000  credit  facility
from  another  lender,  no  assurances  can be given  that the  Company  will be
successful in concluding  this or any other  financing  transaction.  If for any
reason the Company is unable to refinance  the Facility upon  maturity,  and the
amount  outstanding  under the Facility becomes due and payable,  the lender has
the  right to  proceed  against  the  collateral  granted  to it to  secure  the
indebtedness under the Facility,  including the Company's  ownership interest in
Willey  Brothers  which was pledged to the lender as security for the  Facility.
The Company has guaranteed 100% of the loan.  Should that foreclosure  occur the
Company would have no further operations.


                                       9
<PAGE>

      In connection  with the purchase of Willey  Brothers,  in January 2001 the
Company issued two convertible promissory notes, each in the principal amount of
$1,000,000 (the "$1,000,000  Notes").  The $1,000,000 Notes bear interest at 11%
per annum and provide for quarterly principal payments.  The remaining principal
and accrued  interest are due in one payment on October 11, 2003.  The notes are
convertible  into  common  stock of the Company  subject to certain  conditions.
Pursuant to an agreement made with the noteholders in October 2001, all payments
required to be made under the  $1,000,000  Notes for the first three quarters of
2001  were  deferred  until  the end of the  term and the  maturity  date of the
$1,000,000  Notes was  extended  to October  11,  2003 from  January  11,  2003.
Pursuant to the Amendment and Waiver Agreement,  dated March 29, 2002, among the
Company,  Willey  Brothers and Willey  Brothers's  lender for the Facility,  and
consented to by the noteholders,  no payments in respect of the $1,000,000 Notes
can be made until all of the  obligations  are paid, in full, to the lender.  No
payments have been made under the $1,000,000 Notes to date.

      During the fourth  quarter of 2001, the Company issued shares and warrants
in a private placement offering. The offering was completed on February 5, 2002.
During the year ended December 31, 2001, the Company  received net proceeds from
the  offering of  $2,976,250  and issued  2,702,268  shares of common  stock and
common stock purchase warrants to acquire an additional  4,728,959 shares of the
Company's common stock at various prices ranging from $1.056 to $3.00 per share.
During 2002, the Company  received  additional net proceeds from the offering of
$311,800 and issued  285,258  shares of common  stock and common stock  purchase
warrants to acquire an additional  474,198 shares of the Company's  common stock
at various  prices  ranging from $1.152 to $3.00 per share.  All of the warrants
are exercisable until November 30, 2006. The proceeds from the private placement
were used for working capital purposes.

      In  the  fourth  quarter  of  2002,  the  Company  announced  that  it had
experienced an unanticipated reduction in its capital resources and liquidity in
2002. After a review of the Company's internal records by management and, at the
direction  of the  Board of  Directors,  a review by the  Company's  independent
auditors,  the Company  determined that this unanticipated  liquidity  shortfall
resulted  principally from the payment by its deceased former Chairman and Chief
Executive  Officer,  Jeffrey  S.  Silverman,  to  himself  of over  $265,000  of
unauthorized  compensation  and the payment by Mr.  Silverman to himself of more
than $130,000 in unauthorized expense  reimbursements and unauthorized  directed
payments  for  personal  expenses in 2002.  The  Company's  independent  auditor
reviewed  the  matter  and  concluded  that no  changes  were  warranted  to the
Company's  financial  statements for the year ended December 31, 2001 or for the
quarters  ended March 31, 2002 and June 30, 2002.  The Company is  continuing to
explore all possible  avenues of recovery of these funds,  including  evaluating
possible recourse against Mr. Silverman's estate.

      On October 31, 2002, the Company disposed of its majority  interest in its
subsidiary,  iMapData,  for  $2,000,000,  through a sale to iMapData's  minority
stockholders. At closing the Company received cash of $450,000 and a note in the
amount of  $1,550,000,  due November 21, 2002.  The note was paid in full on the
due date. The proceeds are being used for working capital purposes.

      In  response  to current  market  conditions  and as a part of its ongoing
corporate  strategy,  the Company is pursuing  several  initiatives  intended to
increase  liquidity and better  position the Company in the  marketplace.  These
initiatives  include  vigorously  pursuing new sales and customers,  continually
reviewing costs and expenses and aggressively collecting accounts receivable. In
addition,  the Company is pursuing various  financing  arrangements to allow the
execution of its business  plan.  While no assurances  can be given,  management
believes that implementation of these initiatives, the proceeds from the sale of
the Company's  majority interest in iMapData and the anticipated  refinancing of
the Facility will provide sufficient cash flow for the next twelve months.

      Our ability to satisfy our working capital  requirements depends on, among
other things,  whether we are successful in generating  revenues and income from
Willey  Brothers and the cost and  availability  of  third-party  financing.  We
continue to be impacted by the economic downturn in the United States, which has
resulted in a decline in revenues and  profitability  at Willey Brothers for the
twelve months ended  December 31, 2002,  and by  limitations  placed upon Willey
Brothers by its lender with respect to funds available under its Facility.

      We may in the future  continue to  experience  fluctuations  in  quarterly
operating  results.  Factors that may cause our quarterly  operating  results to
vary include the number of active customer projects, the requirements of


                                       10
<PAGE>

customer projects, the termination of major customer projects, the loss of major
customers and the timing of new engagements.

      Long Term Debt and Credit Facility

      On October 22, 2001, Willey Brothers issued a subordinated promissory note
in the principal amount of $5,000,000 (the "Willey  Subordinated  Note Payable")
to a third party.  The note bears  interest at 16% per annum payable as follows:
12% on the  accreted  principal  amount,  payable  in  cash  at the  end of each
calendar quarter;  and, 4% on the accreted principal amount,  added to principal
(PIK  amount).  The  balance of the note at  December  31,  2002 was  $4,965,000
including  PIK  interest of $247,000  and less the  aggregate  discount on notes
payable of $282,000.  The note  matures on October 22,  2008,  at which time the
principal  and all PIK amounts are due. The funds were used for working  capital
and to reduce the balance of the Term Loan. Concurrently, and in connection with
the  issuance  of the Willey  Subordinated  Note  Payable,  the  Company  issued
warrants  to  purchase  405,000  shares of  common  stock of the  Company  at an
exercise price of $0.01.  The warrants expire October 22, 2011 and can be put to
Willey Brothers after the fifth year, or earlier under certain conditions, based
on certain  criteria.  The Company is also required to maintain  compliance with
certain  financial and other  covenants.  Pursuant to a letter  agreement  dated
October 9, 2002  between the  noteholder  and Willey  Brothers,  the  noteholder
waived its rights to demand immediate  payment of the Willey  Subordinated  Note
Payable  and to put the  warrants  to Willey  Brothers,  which  rights  had been
triggered  by the change in control  resulting  from the death of the  Company's
former Chairman and Chief Executive  Officer.  The Company has received  waivers
from certain  financial  covenants through March 31, 2003. At December 31, 2002,
the  Company  had a  liability  of  approximately  $56,000  related  to the  put
warrants.

      In connection  with the purchase of Willey  Brothers in January 2001,  the
Company  issued  two  subordinated  convertible  promissory  notes,  each in the
principal  amount of $3,750,000 (the "$3,750,000  Notes").  The $3,750,000 Notes
bear interest at LIBOR plus 150 basis points and provide for quarterly  interest
payments and  quarterly  interest  reset dates.  The interest  rate in effect on
December 31, 2002 was 3.27%.  The principal and any accrued  interest are due in
one payment on October 11, 2007. The notes are convertible  into common stock of
the Company  subject to certain  conditions.  Pursuant to an agreement made with
the  noteholders  in October  2001,  all payments  required to be made under the
$3,750,000  Notes,  for the first three quarters of 2001 were deferred until the
end of the term.  In addition,  the maturity  date of the  $3,750,000  Notes was
extended to October 11, 2007 from  January 11, 2007.  Pursuant to the  Amendment
and Waiver Agreement dated March 29, 2002 among the Company, Willey Brothers and
Willey Brothers's  lender,  and consented to by the noteholders,  no payments in
respect of the  $3,750,000  Notes can be made until all of the  obligations  are
paid,  in full, to the lender.  No payments have been made under the  $3,750,000
Notes to date.

Recently Issued Accounting Standards

      In June 2001, the Financial  Accounting  Standards  Board ("FASB")  issued
Statement  of  Financial  Accounting  Standard  No. 143,  "Accounting  for Asset
Retirement Obligations." SFAS No. 143 provides accounting and reporting guidance
for legal  obligations  associated with the retirement of long-lived assets that
result from the  acquisition,  construction  or normal  operation of  long-lived
assets.  The standard is effective  for fiscal  years  beginning  after June 30,
2002. The Company is reviewing the provisions of this standard.  Its adoption is
not expected to have a material effect on the financial statements.

      On April  30,  2002 the FASB  issued  Statement  of  Financial  Accounting
Standard No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of
FASB  Statement  No.  13, and  Technical  Corrections."  SFAS No.  145  rescinds
Statement  No. 4, which  required all gains and losses from  extinguishments  of
debt to be aggregated and, if material, classified as an extraordinary item, net
of related income tax effect.  Upon adoption of SFAS No. 145,  companies will be
required to apply the criteria in APB Opinion No. 30,  "Reporting the Results of
Operations - Reporting  the Effects of Disposal of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently  Occurring Events and  Transactions" in
determining  the   classification   of  gains  and  losses  resulting  from  the
extinguishment  of debt.  SFAS No. 145 is effective  for fiscal years  beginning
after May 15, 2002. We are currently  evaluating the  requirements and impact of
this statement on our consolidated results of operations and financial position.


                                       11
<PAGE>

      On July 30,  2002,  the FASB  issued  Statement  of  Financial  Accounting
Standard  No.  146,  "Accounting  for Costs  Associated  with  Exit or  Disposal
Activities." The standard requires  companies to recognize costs associated with
exit or disposal  activities when they are incurred rather than at the date of a
commitment  to an exit or  disposal  plan.  Examples  of  costs  covered  by the
standard include lease  termination  costs and certain employee  severance costs
that are associated with a restructuring, discontinued operation, plant closing,
or other exit or disposal activity.  SFAS No. 146 is to be applied prospectively
to exit or disposal  activities  initiated  after December 31, 2002. The Company
will follow the  requirements  of the statement for any applicable  transactions
initiated after December 31, 2002.

      In November 2002,  FASB  Interpretation  45,  "Guarantor's  Accounting and
Disclosure  Requirements  for  Guarantees,   Including  Indirect  Guarantees  of
Indebtedness  of Others"  (FIN 45),  was  issued.  FIN 45  requires a  guarantor
entity, at the inception of a guarantee covered by the measurement provisions of
the  interpretation,  to record a liability for the fair value of the obligation
undertaken in issuing the  guarantee.  The Company  previously  did not record a
liability  when  guaranteeing  obligations  unless it became  probable  that the
Company would have to perform under the guarantee.  FIN 45 applies prospectively
to guarantees  the Company  issues or modifies  subsequent to December 31, 2002,
but has certain disclosure requirements effective for interim and annual periods
ending after December 15, 2002. The Company has historically  issued  guarantees
only on a limited  basis  and does not  anticipate  FIN 45 will have a  material
effect on its 2003  financial  statements.  Disclosures  required  by FIN 45 are
included in the accompanying financial statements.

      In November  2002,  the  Emerging  Issues  Task Force  reached a consensus
opinion on EITF 00-21,  "Revenue  Arrangements with Multiple  Deliverables." The
consensus provides that revenue  arrangements with multiple  deliverables should
be divided into separate  units of  accounting if certain  criteria are met. The
consideration  for the arrangement  should be allocated to the separate units of
accounting based on their relative fair values, with different provisions if the
fair value of all  deliverables are not known or if the fair value is contingent
on delivery of specified  items or performance  conditions.  Applicable  revenue
recognition  criteria should be considered  separately for each separate unit of
accounting.  EITF 00-21 is effective  for revenue  arrangements  entered into in
fiscal periods  beginning after June 15, 2003.  Entities may elect to report the
change as a cumulative  effect  adjustment  in  accordance  with APB Opinion 20,
Accounting  Changes.  The Company has not  determined  the effect of adoption of
EITF 00-21 on its financial statements or the method of adoption it will use.

      Qualitative and Quantitative Disclosure About Market Risk

      The Company's Facility and $3,750,000 Notes expose the Company to the risk
of  earnings  or cash flow loss due to changes  in market  interest  rates.  The
Facility accrues interest at LIBOR plus an applicable  margin or the bank's base
rate plus an applicable  margin.  The $3,750,000  Notes accrue interest at LIBOR
plus 150 basis points.  On April 23, 2001, and in conjunction with obtaining the
Company's  Revolving Credit Facility,  the Company entered into an interest rate
cap  agreement,  which limits the Company's  exposure if the LIBOR interest rate
exceeds 6.5%. The notional  amount under the cap is  $4,000,000.  The fair value
was immaterial at December 31, 2002.

      The table below  provides  information on the Company's  market  sensitive
financial instruments as of December 31, 2002.

                                                            Weighted Average
                                                             Interest Rate
                                    Principal Balance     at December 31, 2002
                                    -----------------     --------------------
      Term Loan                        $2,499,000               6.0000%
      Revolving Credit Facility        $4,000,000               4.3156%
      $3,750,000 Notes                 $7,500,000               3.2700%


                                       12
<PAGE>

      Holding Company and Operating Subsidiaries

      We conduct our operations  through our subsidiaries.  We have relied,  and
continue to rely, on cash payments  from our  operating  subsidiaries  to, among
other  things,   pay  creditors,   maintain   capital  and  meet  our  operating
requirements.  Currently,  Willey Brothers is our sole operating subsidiary. The
March 29, 2002 Amendment and Waiver  Agreement with our lender  prohibits Willey
Brothers from paying  management fees to the Company until the debt is repaid in
full to the lender.  The debt is due and payable  August 22, 2003.  Regulations,
legal restrictions and contractual agreements could restrict any needed payments
from Willey  Brothers or any other operating  subsidiaries  we may  subsequently
acquire.  If we are unable to receive cash funds from Willey  Brothers,  or from
any operating  subsidiaries  we may acquire in the future,  our  operations  and
financial condition will be materially and adversely affected.

      Stock Price Fluctuations

      The market price of our common stock has fluctuated  significantly and may
be affected by our operating  results,  changes in our business and  management,
changes in the industries in which we conduct  business,  and general market and
economic  conditions.  In addition,  the stock  markets in general have recently
experienced  extreme  price and volume  fluctuations.  These  fluctuations  have
affected  stock  prices  of many  companies  without  regard  to their  specific
operating performance. The price of our common stock may fluctuate significantly
in the future.

      Inflation

      We believe that  inflation has not had a material  effect on the Company's
results of operations.

      Forward-Looking Statements

      This Annual  Report on Form  10-KSB  contains  forward-looking  statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the  Securities  Exchange Act of 1934,  as amended,  that are not
historical  facts  but  rather  reflect  the  Company's   current   expectations
concerning  future  results and  events.  The words  "believes,"  "anticipates,"
"expects," and similar expressions,  which identify forward-looking  statements,
are subject to certain risks,  uncertainties and factors,  including those which
are economic, competitive and technological,  that could cause actual results to
differ  materially  from those forecast or  anticipated.  Such factors  include,
among others:

      o     the  continued  services of Edward T.  Stolarski as Chief  Executive
            Officer of  BrandPartners  Group and Willey  Brothers,  and of James
            Brooks as Chief Operating Officer of Willey Brothers;

      o     our ability to refinance  our existing  short term debt at all or on
            terms favorable to the Company;

      o     our ability to reach a  settlement  acceptable  to the Company or to
            obtain an outcome  favorable to the Company in litigating the matter
            entitled  Marvin M.  Reiss and Rebot  Corporation  v.  BrandPartners
            Group, Inc., fomerly known as Financial Performance Corporation;

      o     our ability to identify appropriate acquisition candidates,  finance
            and complete such acquisitions and successfully  integrate  acquired
            businesses;

      o     changes in our business strategies or development plans;

      o     competition;

      o     our ability to grow within the financial services industries;

      o     our ability to obtain sufficient  financing to continue  operations;
            and


                                       13
<PAGE>

     o    general economic and business  conditions,  both nationally and in the
          regions in which we operate.

      Readers are cautioned not to place undue reliance on these forward-looking
statements  which speak only as of the date hereof.  The Company  undertakes  no
obligation to republish revised forward-looking  statements to reflect events or
circumstances   after  the  date  hereof  or  to  reflect  the   occurrence   of
unanticipated  events.  Readers are also urged to carefully  review and consider
the  various  disclosures  made by the  Company in this  report,  as well as the
Company's periodic reports on Forms 10-KSB and 10-QSB and other filings with the
Securities and Exchange Commission.

Item 7.  Financial Statements.

      The audited consolidated financial statements of the Company for the years
ended  December 31, 2002 and 2001 are set forth at the end of this Annual Report
on Form 10-KSB and begin on page F-1.

Item 8.  Changes  In  and  Disagreements  With  Accountants  on  Accounting  and
         Financial Disclosure.

      None.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act.

      The  information  required is  incorporated  by  reference  from the Proxy
Statement for the 2003 Annual Meeting of  Stockholders  to be filed by April 30,
2003.

Item 10.  Executive Compensation.

      The  information  required is  incorporated  by  reference  from the Proxy
Statement for the 2003 Annual Meeting of  Stockholders  to be filed by April 30,
2003.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

      The  information  required is  incorporated  by  reference  from the Proxy
Statement for the 2003 Annual Meeting of  Stockholders  to be filed by April 30,
2003.

Item 12.  Certain Relationships and Related Transactions.

      The  information  required is  incorporated  by  reference  from the Proxy
Statement for the 2003 Annual Meeting of  Stockholders  to be filed by April 30,
2003.


                                       14
<PAGE>

Item 13.  Exhibits and Reports On Form 8-K.

      The Company's  consolidated financial statements that are listed in Item 7
are set forth at the end of this Annual  Report on Form  10-KSB.  The  following
exhibits are included herewith unless otherwise indicated:

      2.1      Stock  Purchase  Agreement,  dated as of January 11, 2001, by and
               among James M. Willey,  individually  and as trustee of the James
               M. Willey  Trust - 1995,  Thomas P. Willey,  individually  and as
               trustee of The Thomas P. Willey  Revocable Trust of 1998, and the
               Company   (incorporated  by  reference  to  Exhibit  2.1  to  the
               Company's Current Report on Form 8-K filed on January 31, 2001).

      2.2      Agreement and Plan of Merger, dated as of August 1, 2001, between
               Financial  Performance  Corporation and the Company (incorporated
               by reference to Exhibit 2.2 to the Company's  Quarterly Report on
               Form 10-QSB for the quarter ended September 30, 2001).

      3.1      By-laws of the Company  (incorporated by reference to Exhibit 3.1
               to the Company's  Quarterly Report on Form 10-QSB for the quarter
               ended September 30, 2001).

      3.2      Certificate of Incorporation  dated August 7, 2001  (incorporated
               by reference to Exhibit 3.2 to the Company's  Quarterly Report on
               Form 10-QSB for the quarter ended September 30, 2001).

      4.1      Specimen  Certificate of Common Stock  (incorporated by reference
               to Exhibit 4.1 to the Company's  Quarterly  Report on Form 10-QSB
               for the quarter ended September 30, 2001).

      4.2      Certificate  of  Designations  of Class A  Convertible  Preferred
               Stock of the Company (incorporated by reference to Exhibit 4.1 to
               the  Company's  Current  Report on Form 8-K filed on January  31,
               2001).

      10.1     Form of  Indemnification  Agreement  between  the Company and its
               Officers  and  Directors  (incorporated  by  reference to Exhibit
               10.35  to the  Company's  Registration  Statement  on  Form  S-1,
               Registration No. 33-20886).

      10.2     Restated and Amended Shareholders Agreement,  dated as of October
               18, 1994, by and among  Michaelson  Kelbick  Partners Inc., Susan
               Michaelson,  Hillary  Kelbick and the  Company,  effective  as of
               October 1, 1998  (incorporated  by reference to Exhibit  10.80 to
               the  Company's  Quarterly  Report on Form  10-QSB for the quarter
               ended September 30, 1998).

      10.3     Form of  Warrant,  dated as of  October  21,  1998,  between  the
               Company and Richard  Levy  (incorporated  by reference to Exhibit
               10.81 to the Company's  Annual Report on Form 10-KSB for the year
               ended December 31, 1998).

      10.4     Form of Warrant Agreement, dated as of October 21, 1998, covering
               warrants  issued to  Richard  Levy and  others  (incorporated  by
               reference to Exhibit 10.86 to the Company's Annual Report on Form
               10-KSB for the year ended December 31, 1998).

      10.5     Stock Purchase and Sale Agreement, dated as of November 17, 1999,
               by and among the Company,  Robert S. Trump and Jeffrey  Silverman
               (incorporated  by  reference  to  Exhibit  10.1 to the  Company's
               Current Report on Form 8-K filed November 30, 1999).

      10.6     Stock Purchase and Sale Agreement, dated as of November 17, 1999,
               by and  among  the  Company,  Robert S.  Trump  and  Ronald  Nash
               (incorporated  by  reference  to  Exhibit  10.2 to the  Company's
               Current Report on Form 8-K filed November 30, 1999).

      10.7     Stockholders  Agreement,  dated as of November 17,  1999,  by and
               among the Company, Robert S. Trump, Jeffrey Silverman, and Ronald
               Nash  (incorporated by reference to Exhibit 10.3 to the Company's
               Current Report on Form 8-K filed November 30, 1999).


                                       15
<PAGE>

      10.8     Option  Agreement,  dated  November 17, 1999,  between  Robert S.
               Trump and Jeffrey Silverman (incorporated by reference to Exhibit
               10.4 to the Company's  Current  Report on Form 8-K filed November
               30, 1999).

      10.9     Amendment  to Option  Agreement,  dated as of November  15, 2001,
               between  Jeffrey S. Silverman and Robert Trump  (incorporated  by
               reference to Exhibit 10.8 to the  Company's  Quarterly  Report on
               Form 10-QSB for the quarter ended March 31, 2002).

      10.10    Option  Agreement,  dated  November 17, 1999,  between  Robert S.
               Trump and Jeffrey Silverman (incorporated by reference to Exhibit
               10.5 to the Company's  Current  Report on Form 8-K filed November
               30, 1999).

      10.11    Option  Agreement,  dated  November 17, 1999,  between  Robert S.
               Trump and Jeffrey Silverman (incorporated by reference to Exhibit
               10.6 to the Company's  Current  Report on Form 8-K filed November
               30, 1999).

      10.12    Option  Agreement,  dated  November 17, 1999,  between  Robert S.
               Trump and Ronald Nash  (incorporated by reference to Exhibit 10.7
               to the Company's  Current  Report on Form 8-K filed  November 30,
               1999).

      10.13    Amendment  to Option  Agreement,  dated as of November  15, 2001,
               between Ronald Nash and Robert Trump  (incorporated  by reference
               to Exhibit 10.11 to the Company's Quarterly Report on Form 10-QSB
               for the quarter ended March 31, 2002).

      10.14    Option  Agreement,  dated  November 17, 1999,  between  Robert S.
               Trump and Ronald Nash  (incorporated by reference to Exhibit 10.8
               to the Company's  Current  Report on Form 8-K filed  November 30,
               1999).

      10.15    Option  Agreement,  dated  November 17, 1999,  between  Robert S.
               Trump and Ronald Nash  (incorporated by reference to Exhibit 10.9
               to the Company's  Current  Report on Form 8-K filed  November 30,
               1999).

      10.16    Stock Option  Agreement,  dated as of November 17, 1999,  between
               the Company and Jeffrey  Silverman  (incorporated by reference to
               Exhibit 10.10 to the Company's  Current  Report on Form 8-K filed
               November 30, 1999).

      10.17    Stock Option  Agreement,  dated as of November 17, 1999,  between
               the Company and Ronald Nash (incorporated by reference to Exhibit
               10.11 to the Company's  Current Report on Form 8-K filed November
               30, 1999).

      10.18    Registration  Rights Agreement,  dated as of November 17, 1999 by
               and among  the  Company,  Robert S.  Trump,  William  F.  Finley,
               Jeffrey  Silverman and Ronald Nash  (incorporated by reference to
               Exhibit 10.12 to the Company's  Current  Report on Form 8-K filed
               November 30, 1999).

      10.19    Stock Option Agreement, dated as of January 10, 2000, between the
               Company and  Jeffrey  Silverman  (incorporated  by  reference  to
               Exhibit 10.39 to the  Company's  Annual Report on Form 10-KSB for
               the year ended December 31, 1999).

      10.20    Stock Option Agreement, dated as of January 10, 2000, between the
               Company and Ronald Nash  (incorporated  by  reference  to Exhibit
               10.40 to the Company's  Annual Report on Form 10-KSB for the year
               ended December 31, 1999).


                                       16
<PAGE>

      10.21    Agreement and Plan of Merger dated February 23, 2000, between the
               Company,  FPC  Acquisition  Corp.,  iMapData.com,  Inc.,  William
               Lilley III and Laurence J. DeFranco (incorporated by reference to
               Exhibit 10.17 to the Company's  Current  Report on Form 8-K filed
               February 24, 2000).

      10.22    Employment  Agreement,  dated April 25, 2000, between the Company
               and Edward T.  Stolarski  (incorporated  by  reference to Exhibit
               10.5 to the Company's Report on Form 10-QSB for the quarter ended
               March 31, 2000).

      10.23    Stock Option Agreement,  dated as of April 26, 2000,  between the
               Company  and  Edward T.  Stolarski,  covering  100,000  shares of
               common  stock  (incorporated  by reference to Exhibit 10.5 to the
               Company's  Report on Form 10-QSB for the quarter  ended March 31,
               2000).

      10.24    Stock Option Agreement,  dated as of April 26, 2000,  between the
               Company  and  Edward T.  Stolarski,  covering  300,000  shares of
               common  stock  (incorporated  by reference to Exhibit 10.5 to the
               Company's  Report on Form 10-QSB for the quarter  ended March 31,
               2000).

      10.25    Loan and  Security  Agreement,  dated  as of  January  11,  2001,
               between Fleet Capital Corporation  ("Fleet") and Willey Brothers,
               Inc.  (incorporated by reference to Exhibit 10.1 to the Company's
               Current Report on Form 8-K filed on January 31, 2001).

      10.26    Secured  Guaranty  Agreement,  dated  as  of  January  11,  2001,
               executed  by the  Company  in  favor of  Fleet  (incorporated  by
               reference to Exhibit 10.1 to the Company's Current Report on Form
               8-K filed on January 31, 2001).

      10.27    Amendment and Waiver Agreement, dated as of May 21, 2001, between
               Fleet and Willey Brothers  (incorporated  by reference to Exhibit
               10.25 to the  Company's  Quarterly  Report on Form 10-QSB for the
               quarter ended September 30, 2001).

      10.28    Second  Amendment and Waiver  Agreement,  dated as of October 22,
               2001,   between  Fleet  and  Willey  Brothers   (incorporated  by
               reference to Exhibit 10.25 to the Company's  Quarterly  Report on
               Form 10-QSB for the quarter ended September 30, 2001).

      10.29    Third Amendment and Waiver Agreement, dated as of March 29, 2002,
               among Fleet,  Willey  Brothers and the Company  (incorporated  by
               reference to Exhibit 10.23 to the Company's Annual Report on Form
               10-KSB for the year ended December 31, 2001).

      10.30    Letter Agreement,  dated April 17, 2002, between and among Fleet,
               Willey  Brothers  and the Company  (incorporated  by reference to
               Exhibit  10.21 to the Company's  Quarterly  Report on Form 10-QSB
               for the quarter ended June 30, 2002).

      10.31    Letter  Agreement,  dated May 15, 2002,  between and among Fleet,
               Willey  Brothers  and the Company  (incorporated  by reference to
               Exhibit  10.21 to the Company's  Quarterly  Report on Form 10-QSB
               for the quarter ended June 30, 2002).

      10.32    Letter Agreement,  dated July 11, 2002,  between and among Fleet,
               Willey  Brothers  and the Company  (incorporated  by reference to
               Exhibit  10.21 to the Company's  Quarterly  Report on Form 10-QSB
               for the quarter ended June 30, 2002).

      10.33    Fourth  Amendment,  dated as of September 25, 2002,  among Fleet,
               Willey  Brothers  and the Company  (incorporated  by reference to
               Exhibit  10.21 to the Company's  Quarterly  Report on Form 10-QSB
               for the quarter ended September 30, 2002).


                                       17
<PAGE>

      10.34    Agreement,  dated as of  January  11,  2001,  among the  Company,
               Thomas P.  Willey,  as trustee of the Thomas P. Willey  Revocable
               Trust of 1998, James M. Willey, as trustee of the James M. Willey
               Trust - 1995,  Jeffrey S.  Silverman,  William Lilley III, Ronald
               Nash,  Robert  Trump  and  Laurence  DeFranco   (incorporated  by
               reference to Exhibit 10.2 to the Company's Current Report on Form
               8-K filed on January 31, 2001).

      10.35    Amendment,  dated as of March 21, 2001, to Agreement, dated as of
               January 11, 2001, among the Company, Thomas P. Willey, as trustee
               of the Thomas P. Willey Revocable Trust of 1998, James M. Willey,
               as  trustee  of the  James M.  Willey  Trust - 1995,  Jeffrey  S.
               Silverman,  William  Lilley III,  Ronald  Nash,  Robert Trump and
               Laurence DeFranco  (incorporated by reference to Exhibit 10.44 to
               the  Company's  Annual  Report on Form  10-KSB for the year ended
               December 31, 2000).

      10.36    Subordinated  Convertible Term Promissory Note, dated January 11,
               2001, made by the Company in favor of the James M. Willey Trust -
               1995, in the  principal  amount of  $3,750,000  (incorporated  by
               reference to Exhibit 2.1 to the Company's  Current Report on Form
               8-K filed on January 31, 2001).

      10.37    Subordinated  Convertible Term Promissory Note, dated January 11,
               2001, made by the Company in favor of the James M. Willey Trust -
               1995, in the  principal  amount of  $1,000,000  (incorporated  by
               reference to Exhibit 2.1 to the Company's  Current Report on Form
               8-K filed on January 31, 2001).

      10.38    Subordinated  Convertible Term Promissory Note, dated January 11,
               2001,  made by the  Company  in favor  of The  Thomas  P.  Willey
               Revocable  Trust of 1998, in the  principal  amount of $3,750,000
               (incorporated  by  reference  to  Exhibit  2.1 to  the  Company's
               Current Report on Form 8-K filed on January 31, 2001).

      10.39    Subordinated  Convertible Term Promissory Note, dated January 11,
               2001,  made by the  Company  in favor  of The  Thomas  P.  Willey
               Revocable  Trust of 1998, in the  principal  amount of $1,000,000
               (incorporated  by  reference  to  Exhibit  2.1 to  the  Company's
               Current Report on Form 8-K filed on January 31, 2001).

      10.40    Promissory  Note,  dated  February 12, 2001,  made by iMapData in
               favor  of  Ronald  Nash,  in  the  principal  amount  of  $50,000
               (incorporated  by  reference  to Exhibit  10.46 to the  Company's
               Annual  Report on Form  10-KSB  for the year ended  December  31,
               2000).

      10.41    Promissory  Note,  dated  February 12, 2001,  made by iMapData in
               favor of Jeffrey  Silverman,  in the principal  amount of $50,000
               (incorporated  by  reference  to Exhibit  10.46 to the  Company's
               Annual  Report on Form  10-KSB  for the year ended  December  31,
               2000).

      10.42    Promissory  Note,  dated  February 12, 2001,  made by iMapData in
               favor of William  Lilley,  in the  principal  amount of  $100,000
               (incorporated  by  reference  to Exhibit  10.46 to the  Company's
               Annual  Report on Form  10-KSB  for the year ended  December  31,
               2000).

      10.43    Subordinated  Convertible  Promissory  Note, dated March 1, 2001,
               made by the  Company  in favor of Jeffery  S.  Silverman,  in the
               principal  amount  of  $245,000  (incorporated  by  reference  to
               Exhibit 10.47 to the  Company's  Annual Report on Form 10-KSB for
               the year ended December 31, 2000).

      10.44    Subordinated  Convertible  Promissory  Note, dated March 1, 2001,
               made by the  Company in favor of Ronald  Nash,  in the  principal
               amount of $245,000 (incorporated by reference to Exhibit 10.47 to
               the  Company's  Annual  Report on Form  10-KSB for the year ended
               December 31, 2000).


                                       18
<PAGE>

      10.45    Stock Option Agreement, dated August 9, 2000, between the Company
               and Jonathan Foster  (incorporated  by reference to Exhibit 10.48
               to the Company's  Annual Report on Form 10-KSB for the year ended
               December 31, 2000).

      10.46    Stock Option Agreement, dated August 9, 2000, between the Company
               Nathan  Gantcher  (incorporated  by reference to Exhibit 10.48 to
               the  Company's  Annual  Report on Form  10-KSB for the year ended
               December 31, 2000).

      10.47    Stock Option Agreement, dated August 9, 2000, between the Company
               J. William Grimes  (incorporated by reference to Exhibit 10.48 to
               the  Company's  Annual  Report on Form  10-KSB for the year ended
               December 31, 2000).

      10.48    Stockholders'  Agreement,  dated  February 12, 2001, by and among
               iMapData.com,  Inc., Financial Performance  Corporation,  1404467
               Ontario Limited,  BG Media Intermediate Fund L.P., William Lilley
               and Laurence DeFranco (incorporated by reference to Exhibit 10.49
               to the Company's  Annual Report on Form 10-KSB for the year ended
               December 31, 2000).

      10.49    Financial  Performance  Corporation  Incentive  Compensation Plan
               (incorporated  by  reference  to Exhibit  10.32 to the  Company's
               Quarterly  Report on Form 10-QSB for the quarter ended  September
               30, 2001).

      10.50    Financial  Performance  Corporation  2001  Stock  Incentive  Plan
               (incorporated  by  reference  to Exhibit  10.33 to the  Company's
               Quarterly  Report on Form 10-QSB for the quarter ended  September
               30, 2001).

      10.51    Subordinated  Note and Warrant  Purchase  Agreement,  dated as of
               October 22, 2001, by and among the Company, Willey Brothers, Inc.
               and  Corporate  Mezzanine  II,  L.P  ("CMII")   (incorporated  by
               reference to Exhibit 10.34 to the Company's  Quarterly  Report on
               Form 10-QSB for the quarter ended September 30, 2001).

      10.52    Subordinated   Promissory   Note,  in  the  Principal  Amount  of
               $5,000,000,  made by  Willey  Brothers,  Inc.  in  favor  of CMII
               (incorporated  by  reference  to Exhibit  10.34 to the  Company's
               Quarterly  Report on Form 10-QSB for the quarter ended  September
               30, 2001).

      10.53    Common Stock Purchase  Warrant,  dated October 22, 2001,  between
               the Company and CMII  (incorporated by reference to Exhibit 10.34
               to the Company's  Quarterly Report on Form 10-QSB for the quarter
               ended September 30, 2001).

      10.54    Registration  Rights  Agreement,  dated as of October  22,  2001,
               between  the  Company  and CMII  (incorporated  by  reference  to
               Exhibit  10.34 to the Company's  Quarterly  Report on Form 10-QSB
               for the quarter ended September 30, 2001).

      10.55    Subordination  and Intercreditor  Agreement,  dated as of October
               22, 2001,  by and among  Willey  Brothers,  Inc.,  CMII and Fleet
               Capital  Corporation  (incorporated by reference to Exhibit 10.34
               to the Company's  Quarterly Report on Form 10-QSB for the quarter
               ended September 30, 2001).

      10.56    Amendment  No. 1 and  Waiver,  dated as of May 14,  2002,  by and
               among the Company,  Willey  Brothers,  and CMII  (incorporated by
               reference to Exhibit 10.30 to the Company's  Quarterly  Report on
               Form 10-QSB for the quarter ended June 30, 2002).

      10.57    Amendment  No. 2 and Waiver,  dated as of August 9, 2002,  by and
               among the Company,  Willey  Brothers,  and CMII  (incorporated by
               reference to Exhibit 10.30 to the Company's  Quarterly  Report on
               Form 10-QSB for the quarter ended June 30, 2002).


                                       19
<PAGE>

      10.58    Form  of  Warrant   Agreement,   between   the  Company  and  the
               Warrantholders  listed  therein,  together  with Form of  Warrant
               Certificate,  executed by each purchaser in the private placement
               of common stock and warrants through  Broadband  Capital,  LLC as
               placement  agent  (incorporated  by reference to Exhibit 10.33 to
               the  Company's  Annual  Report on Form  10-KSB for the year ended
               December 31, 2001).

      10.59    Form of Registration  Rights  Agreement,  between the Company and
               the Holders  listed  therein,  executed by each  purchaser in the
               private  placement of common stock and warrants through Broadband
               Capital,  LLC as placement  agent  (incorporated  by reference to
               Exhibit 10.34 to the  Company's  Annual Report on Form 10-KSB for
               the year ended December 31, 2001).

      10.60    Form of Stock  Option  Agreement,  dated as of  March  27,  2002,
               between the Company and each of Jeffrey S.  Silverman  and Edward
               T. Stolarski,  (incorporated by reference to Exhibit 10.33 to the
               Company's  Quarterly  Report on Form 10-QSB for the quarter ended
               March 31, 2002).

      10.61    Stock Redemption Agreement, dated as of October 31, 2002, between
               the Company and  iMapData  (incorporated  by reference to Exhibit
               10.1 to the  Company's  Current  Report  on  Form  8-K  filed  on
               November 14, 2002).

      10.62    Pledge and Escrow Agreement,  dated as of October 31, 2002, among
               the  Company,  iMapData and  LandAmerica  Financial  Group,  Inc.
               (incorporated  by  reference  to  Exhibit  10.2 to the  Company's
               Current Report on Form 8-K filed on November 14, 2002).

      10.63    Promissory  Note,  dated  October 31,  2002,  made by iMapData in
               favor of the  Company,  in the  principal  amount  of  $1,550,000
               (incorporated  by  reference  to  Exhibit  10.3 to the  Company's
               Current Report on Form 8-K filed on November 14, 2002).

      10.64    Letter Agreement, dated October 31, 2002, between the Company and
               iMapData  (incorporated  by  reference  to  Exhibit  10.4  to the
               Company's Current Report on Form 8-K filed on November 14, 2002).

      10.65    Letter Agreement,  dated October 16, 2001,  amending the terms of
               i) Stock Purchase Agreement, dated as of January 11, 2001, by and
               among the Company,  James M. Willey,  individually and as trustee
               of the  James  M.  Willey  Trust - 1995  and  Thomas  P.  Willey,
               individually  and as trustee of The  Thomas P.  Willey  Revocable
               Trust of  1998,  ii)  Subordinated  Convertible  Term  Promissory
               Notes,  dated  January 11, 2001,  made by the Company in favor of
               each of the James M. Willey Trust - 1995 and the Thomas P. Willey
               Revocable  Trust of 1998, in the principal  amount of $3,750,000,
               and iii) Subordinated  Convertible Term Promissory  Notes,  dated
               January  11,  2001,  made by the  Company in favor of each of the
               James M. Willey  Trust - 1995 and the Thomas P. Willey  Revocable
               Trust of 1998, in the principal amount of $1,000,000.

      10.66    Form of Stock  Option  Agreement,  dated as of  March  27,  2002,
               between the Company and each of Jonathan Foster,  Nathan Gantcher
               and J. William Grimes.

      10.67    Letter Agreement,  dated October 9, 2002, between Willey Brothers
               and CMII.

      10.68    Fifth  Amendment,  dated as of December  20,  2002,  among Fleet,
               Willey Brothers and the Company.

      10.69    Letter  Agreement,  dated  February 12, 2003, among Fleet, Willey
               Brothers and the Company.

      10.70    Sixth Amendment, dated as of March 18, 2003, among Fleet, Willey
               Brothers and the Company.


                                       20
<PAGE>

      10.71    Waiver, dated  as of  March 31, 2003,  by and  among the Company,
               Willey Brothers and CMII.

      23.1     Consent of Grant Thornton LLP.

      99.1     Certification  of Chief Executive  Officer  Pursuant to 18 U.S.C.
               Section  1350,  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.

      99.2     Certification  of Chief Financial  Officer  Pursuant to 18 U.S.C.
               Section  1350,  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.


(b)   The Company  filed the  following  Current  Reports on Form 8-K during the
      quarter ended December 31, 2002:

         (i)   The Company's  Current  Report on Form 8-K dated October 31, 2002
               (filed November 14, 2002), in which the Company reported the sale
               of its majority interest in iMapData to iMapData; and

         (ii)  The Company's  Current  Report on Form 8-K dated December 5, 2002
               (filed December 5, 2002) attaching a press release announcing the
               election of Kenneth Csaplar and Jeffrey Adam Lipsitz to the Board
               of Directors,  and the resignations of Jonathan Foster and Nathan
               Gantcher from the Board of Directors.

Item 14.  Controls and Procedures.

      Based on their  evaluation  as of a date  within 90 days of the  filing of
this Form 10-KSB,  the Company's  Chief  Executive  Officer and Chief  Financial
Officer have concluded that the Company's disclosure controls and procedures are
effective  to ensure that  information  required to be  disclosed in the reports
that the company files or submits under the  Securities  Exchange Act of 1934 is
recorded,  processed,  summarized and reported within the time periods specified
in the Securities and Exchange  Commission's rules and forms. There have been no
significant  changes in the company's internal controls or in other factors that
could  significantly  affect  those  controls  subsequent  to the  date of their
evaluation.


                                       21
<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                  BRANDPARTNERS GROUP, INC.
                                  (Registrant)

                                  By: /s/ Edward T. Stolarski
                                      ------------------------------------
                                      Edward T. Stolarski
                                      Chairman and Chief Executive Officer

                                  Date:  March 31, 2003

      In accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.

       SIGNATURE                         TITLE                        DATE
       ---------                         -----                        ----

/s/ Edward T. Stolarski    Chairman, Chief Executive Officer
------------------------   (Principal Executive Officer)
Edward T. Stolarski        and Director                          March 31, 2003

/s/ Sharon Burd            Chief Financial Officer (Principal
------------------------    Financial and Accounting Officer)    March 31, 2003
Sharon Burd

/s/ Chet Borgida           Director                              March 31, 2003
------------------------
Chet Borgida

/s/ Kenneth Csaplar        Director                              March 31, 2003
------------------------
Kenneth Csaplar

/s/ Richard Levy           Director                              March 31, 2003
------------------------
Richard Levy

/s/ Jeffrey Adam Lipsitz   Director                              March 31, 2003
------------------------
Jeffrey Adam Lipsitz

/s/ Anthony van Daalen     Director                              March 31, 2003
------------------------
Anthony van Daalen
<PAGE>

                                  CERTIFICATION

      I, Edward T. Stolarski, certify that:

      1. I have reviewed this annual report on Form 10-KSB of BrandPartners
Group, Inc.;

      2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

            a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

            b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

            c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

            a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

            b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

      Date: March 31, 2003

                                        /s/ Edward T. Stolarski
                                        ---------------------------
                                            Edward T. Stolarski
                                            Chief Executive Officer
<PAGE>

                                  CERTIFICATION

      I, Sharon Burd, certify that:

      1. I have reviewed this annual report on Form 10-KSB of BrandPartners
Group, Inc.;

      2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

            a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

            b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

            c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

            a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

            b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

      Date: March 31, 2003

                                        /s/ Sharon Burd
                                        ---------------------------
                                            Sharon Burd
                                            Chief Financial Officer
<PAGE>

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                        Page
                                                                        ----

Report of Independent Certified Public Accountants                       F-2

Financial Statements

      Consolidated Balance Sheets                                     F-3 - F-4

      Consolidated Statements of Operations                              F-5

      Consolidated Statements of Stockholders' Equity                 F-6 - F-7

      Consolidated Statements of Cash Flows                             F - 8

      Notes to Consolidated Financial Statements                      F-9 - F-36


                                      F-1
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors of
   BrandPartners Group, Inc.

We have audited the  accompanying  consolidated  balance sheets of BrandPartners
Group,  Inc. and  Subsidiaries as of December 31, 2002 and 2001, and the related
consolidated statements of operations,  stockholders' equity, and cash flows for
the years then ended.  These financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  consolidated  financial  position of BrandPartners
Group,  Inc. and Subsidiaries at December 31, 2002 and 2001 and the consolidated
results of their operations and their consolidated cash flows for the years then
ended in conformity with accounting  principles generally accepted in the United
States of America.

As discussed in Note C to the  consolidated  financial  statements,  the Company
adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142") on January 1, 2002.

/s/ GRANT THORNTON LLP

New York, New York
March 21, 2003


                                      F-2
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS

                                  December 31,

                    ASSETS                                 2002          2001
                                                       -----------   -----------

Current assets

   Cash and cash equivalents                           $ 2,812,924   $ 4,225,756
   Accounts receivable, net of allowance for
      doubtful accounts of $113,960 and $96,766
      respectively                                       7,476,432     6,403,173
   Costs in excess of billings                           6,288,532     3,434,747
   Prepaid expenses and deferred charges                   878,700       642,742
   Inventories                                           2,102,909     2,474,087
   Deferred income tax asset, net of valuation
      allowance                                                 --       104,489
   Assets of discontinued operations                            --    12,617,070
                                                       -----------   -----------

        Total current assets                            19,559,497    29,902,064
                                                       -----------   -----------

Property and equipment, net of accumulated
   depreciation                                          1,600,415     1,355,540

Goodwill, net of accumulated amortization               24,271,969    24,271,969

Deferred financing costs                                   472,450       709,094

Other assets                                               270,349       448,629
                                                       -----------   -----------

         Total assets                                  $46,174,680   $56,687,296
                                                       ===========   ===========

The accompanying notes are an integral part of these statements.


                                      F-3
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS

                                  December 31,

<TABLE>
<CAPTION>
        LIABILITIES AND STOCKHOLDERS' EQUITY                     2002                2001
                                                             ------------        ------------
<S>                                                          <C>                 <C>
Current liabilities
   Revolving credit facility                                 $  4,000,000        $  1,142,352
   Accounts payable and accrued expenses                       14,837,277           8,356,557
   Billings in excess of costs                                  1,116,360             393,298
   Current maturities of long-term debt                         4,568,083           1,513,062
   Other current liabilities                                    1,175,494             434,124
   Liabilities of discontinued operations                              --           3,447,485
                                                             ------------         -----------

         Total current liabilities                             25,697,214          15,286,878
                                                              -----------         -----------

Loan payable to bank                                                   --           6,500,000
Notes and interest payable                                     12,465,008          13,546,308
Capital lease obligations                                           2,445             104,495
Put warrant liability                                              56,295             440,438

Commitments and contingencies                                          --                  --

Stockholders' equity
   Preferred stock, $.01 par value; 20,000,000 shares
      authorized; 1,650,000 shares designated as
      Class A convertible preferred stock, issued and
      converted to common as of August 1, 2001                         --                  --
   Common stock - 100,000,000 shares
      authorized, $.01 par value; 18,163,553
      and 17,857,462 shares issued as of
      December 31, 2002 and 2001, respectively                    181,636             178,575
   Additional paid-in capital                                  40,109,102          39,841,655
   Accumulated deficit                                        (32,024,520)        (18,898,553)
   Treasury stock                                                (312,500)           (312,500)
                                                             ------------        ------------

         Total stockholders' equity                             7,953,718          20,809,177
                                                               ----------         -----------

         Total liabilities and stockholders' equity          $ 46,174,680        $ 56,687,296
                                                             ============        ============
</TABLE>

The accompanying notes are an integral part of these statements.


                                      F-4
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                             Year ended December 31,

<TABLE>
<CAPTION>
                                                                 2002                2001
                                                             ------------        ------------
<S>                                                          <C>                 <C>
Revenues                                                     $ 38,879,500        $ 39,693,427
                                                             ------------        ------------

Costs and expenses
   Cost of revenues                                            29,725,975          27,257,861
   Selling, general and administrative                         12,342,643          12,079,997
   Depreciation and amortization                                  889,875           3,521,629
                                                             ------------        ------------

         Total expenses                                        42,958,493          42,859,487
                                                             ------------        ------------

         Operating loss                                        (4,078,993)         (3,166,060)

Interest expense                                               (2,461,632)         (1,965,037)

Other income (expenses)
   Interest income                                                 71,100             236,335
   Management fee income                                          332,160                  --
   Other                                                          348,138            (222,147)
                                                             ------------        ------------

         Total other income                                       751,398              14,188
                                                             ------------        ------------

Loss from continuing operations before income taxes            (5,789,227)         (5,116,909)

         Income taxes                                             167,155             186,890
                                                             ------------        ------------

Loss from continuing operations                                (5,956,382)         (5,303,799)

Loss from discontinued operations                              (7,169,585)         (1,710,760)
                                                             ------------        ------------

               NET LOSS                                       (13,125,967)         (7,014,559)

Beneficial conversion on preferred stock                               --          (2,475,000)
                                                             ------------        ------------

Net loss applicable to common stockholders                   $(13,125,967)       $ (9,489,559)
                                                             ============        ============

Basic and diluted (loss) per share
   Continuing operations                                     $      (0.32)       $      (0.56)
   Discontinued operations                                          (0.39)       $      (0.12)
                                                             ------------        ------------

   Basic and diluted                                         $      (0.71)       $      (0.68)
                                                             ============        ============

   Weighted-average shares outstanding                         18,437,942          13,951,398
                                                             ============        ============
</TABLE>

The accompanying notes are an integral part of these statements.


                                      F-5
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

           CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (continued)

                     Years ended December 31, 2002 and 2001

<TABLE>
<CAPTION>
                          Preferred stock          Common stock      Additional                     Treasury stock
                       ---------------------   --------------------    paid-in      Retained     --------------------
                         Shares         $       Shares         $       capital      earnings      Shares        $          Total
                       ----------   --------   ----------  --------  -----------  ------------   --------   ---------   -----------
<S>                    <C>          <C>        <C>         <C>       <C>          <C>            <C>        <C>         <C>
Balance at
   December 31, 2000                           11,458,040  $114,580  $22,079,129  $ (9,408,994)                         $12,784,715

Shares issued in
   private placement                            2,702,268    27,023    2,839,503                                          2,866,526

Issuance of
   preferred stock      1,650,000   $ 16,500                           3,974,125                                          3,990,625

Conversion of
   preferred stock     (1,650,000)   (16,500)   1,650,000    16,500    2,475,000    (2,475,000)                                  --

Issuance of shares
   for acquisition
   of Willey Brothers                           1,512,500    15,125    6,034,875                                          6,050,000

Beneficial conversion
   on notes payable                                                      666,667                                            666,667

Exercise of options                               150,000     1,500      148,500                                            150,000

Issuance of shares
   for services                                   384,654     3,847      673,918                                            677,765

Options issued for
   services                                                              787,000                                            787,000

Contribution of
   services - officer                                                    150,000                                            150,000

Imputed interest on
   subsidiary notes                                                       12,938                                             12,938

Exchange of Company
   stock for
   IMapData.com,
   Inc. stock                                                                                    (100,000)  $(312,500)     (312,500)


Net loss                                                                            (7,014,559)                          (7,014,559)
                       ----------   --------   ----------  --------  -----------  ------------   --------   ---------   -----------

Balance at
   December 31, 2001           --   $     --   17,857,462  $178,575  $39,841,655  $(18,898,553)  (100,000)  $(312,500)  $20,809,177
                       ==========   ========   ==========  ========  ===========  ============   ========   =========   ===========
</TABLE>

The accompanying notes are an integral part of this statement.

                                      F-6
<PAGE>


                   BrandPartners Group, Inc. and Subsidiaries

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                     Years ended December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                              Common stock         Additional                     Treasury stock
                                         ----------------------     paid-in       Retained     --------------------
                                           Shares     Par value     capital       earnings      Shares        $          Total
                                         ----------   ---------   -----------   ------------   --------   ---------    ------------
<S>                                      <C>           <C>        <C>           <C>             <C>       <C>          <C>
Balance at December 31, 2001             17,857,462    $178,575   $39,841,655   $(18,898,553)   100,000   $(312,500)   $ 20,809,177

Shares issued in private placement          285,258       2,853       242,655                                               245,508

Issuance of shares for
   services provided                         20,833         208        24,792                                                25,000

Net loss                                                                         (13,125,967)                           (13,125,967)
                                         ----------    --------   -----------   ------------    -------   ---------    ------------


Balance at December 31, 2002             18,163,553    $181,636   $40,109,102   $(32,024,520)   100,000   $(312,500)   $  7,953,718
                                         ==========    ========   ===========   ============    =======   =========    ============
</TABLE>



The accompanying notes are an integral part of this statement.


                                      F-7
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                             Year ended December 31,

<TABLE>
<CAPTION>
                                                                                                2002            2001
                                                                                            -----------     ------------
<S>                                                                                         <C>             <C>
Cash flows from operating activities of continuing operations
   Net loss from continuing operations                                                      $(5,956,382)    $ (5,303,799)
   Adjustments to reconcile net loss from continuing operations
      to cash provided by (used in) operating activities
         Depreciation and amortization                                                          889,875        3,521,629
         Amortization of discount on notes payable                                              410,646          294,608
         Loss on disposal of fixed assets                                                          --             13,691
         Bad debt provision (recovery)                                                           17,194          (63,562)
         Noncash compensation                                                                   310,000        1,114,557
         Put warrant (gain) loss                                                               (384,143)         102,147
         Allowance for obsolete inventory                                                        (7,575)         (15,934)
         Loss on write-down of securities                                                          --            120,000
         Loss on sale of assets                                                                  36,005             --

         Changes in operating assets and liabilities, net of effects from acquisitions
            Accounts receivable                                                              (1,090,453)       2,338,074
            Costs and estimated earnings in excess of billings                               (2,853,785)      (2,313,011)
            Inventories                                                                         378,753          872,943
            Prepaid expenses and other current assets                                          (529,158)         (58,758)
            Other assets                                                                       (164,092)        (766,925)
            Accounts payable and accrued expenses                                             6,480,720       (2,104,333)
            Other liabilities                                                                   741,370          401,974
            Billings in excess of costs                                                         723,062       (1,492,721)
            Interest payable - long term                                                         (9,707)         256,658
            Income taxes                                                                        104,489          573,337
                                                                                            -----------     ------------

         Net cash used in operating activities of continuing operations                        (903,181)      (2,509,425)
                                                                                            -----------     ------------

Cash flows from investing activities of continuing operations
   Acquisition of equipment                                                                    (545,734)        (574,741)
   Proceeds from sale of assets                                                               2,008,995        2,000,000
   Acquisition of Willey Brothers, net of cash acquired                                              --      (14,694,926)
   Loan to officers                                                                             (78,000)              --
   Proceeds from sale of fixed assets                                                                --           75,350
   Purchase of marketable securities                                                                 --          (90,000)
                                                                                            -----------     ------------

         Net cash provided by (used in) investing activities of continuing operations         1,385,261      (13,284,317)
                                                                                            -----------     ------------


Cash flows from financing activities of continuing operations
   Borrowings on credit facility                                                              2,857,648        1,142,352
   Proceeds from long-term debt                                                                      --       13,000,000
   Proceeds from sale of common stock                                                           245,508        2,866,526
   Proceeds from exercise of options/warrants                                                        --          150,000
   Proceeds from sale of preferred stock                                                             --        4,125,000
   Repayment of long-term debt                                                               (5,029,268)      (1,267,651)
   Repayment on loan to officers                                                                 31,200               --
                                                                                            -----------     ------------

         Net cash (used in) provided by financing activities of continuing operations        (1,894,912)      20,016,227
                                                                                            -----------     ------------


         NET INCREASE (DECREASE) IN CASH                                                     (1,412,832)       4,222,485

Cash and cash equivalents, at beginning of year                                               4,225,756            3,271
                                                                                            -----------     ------------

Cash and cash equivalents, at end of year                                                   $ 2,812,924     $  4,225,756
                                                                                            ===========     ============

Supplemental disclosures of cash flow information:
   Cash paid during the year for
      Interest                                                                              $ 1,251,352     $  1,063,873
                                                                                            ===========     ============
      Taxes                                                                                 $   263,888     $    481,424
                                                                                            ===========     ============
</TABLE>

The accompanying notes are an integral part of these statements.


                                      F-8
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001

NOTE A - NATURE OF BUSINESS AND BASIS OF PRESENTATION

      BrandPartners  Group, Inc.  operates through its wholly-owned  subsidiary,
      Willey Brothers,  Inc. ("Willey Brothers"),  acquired on January 16, 2001.
      Through Willey Brothers, the Company provides services and products to the
      financial services industry consisting of strategic retail positioning and
      branding,  environmental  design and store construction  services,  retail
      merchandising  analysis,  display systems and signage,  and  point-of-sale
      communications and marketing programs.

      The Company has  experienced  recurring  net losses  applicable  to common
      stockholders of $13,125,967 and $9,489,559 during the years ended December
      31,  2002  and  2001,  respectively.  Additionally,  the  Company  has had
      negative cash flows from operations for the years ending December 31, 2002
      and 2001.

      Our ability to satisfy our working capital  requirements depends on, among
      other things,  whether we are successful in generating revenues and income
      from  Willey  Brothers  and the  cost  and  availability  of  third  party
      financing.  We have been  impacted by the economic  downturn in the United
      States,  which has resulted in a decline in revenues and  profitability at
      Willey  Brothers  for the twelve  months ended  December 31, 2002,  and by
      limitations  and  restrictions  placed upon Willey  Brothers by its lender
      with respect to availability under its revolving credit facility (see Note
      "G").  The revolving  credit  facility and term loan (the  "Facility")  at
      Willey  Brothers  expires  in  August  2003.

      The Company has signed a commitment  letter with a  commercial  bank for a
      $6,000,000 credit facility with annual renewals,  subject to the execution
      of  definitive  agreements.  The  commitment  expires June 12,  2003.  The
      Company intends to refinance its debt with a commercial lender under terms
      and  conditions  acceptable to the Company but no assurances  can be given
      that the  Company  will be  successful  in  concluding  this or any  other
      financing  transaction.  If for  any  reason  the  Company  is  unable  to
      refinance the Facility upon maturity, and the amount outstanding under the
      Facility  becomes  due and  payable,  the  lender has the right to proceed
      against the collateral  granted to it to secure the indebtedness under the
      Facility,  including the Company's  ownership interest in Willey Brothers.
      The Company has guaranteed 100% of the loan. Should that foreclosure occur
      the Company would have no further operations.

      In  response  to current  market  conditions  and as a part of its ongoing
      corporate strategy,  the Company is pursuing several initiatives  intended
      to increase  liquidity and better position the Company in the marketplace.
      These  initiatives  include  vigorously  pursuing new sales and customers,
      continually  reviewing  costs and  expenses  and  aggressively  collecting
      accounts  receivable.   In  addition,  the  Company  is  pursuing  various
      financing  arrangements to allow the execution of its business plan. While
      no assurances can be given,  management  believes that  implementation  of
      these initiatives, the proceeds received from the sale of iMapData and the
      refinancing of the facility will provide sufficient cash flow for the next
      twelve months.

      We may in the future  continue to  experience  fluctuations  in  quarterly
      operating results.  Factors that may cause our quarterly operating results
      to vary include the number of active customer  projects,  the requirements
      of customer projects, the termination of major customer projects, the loss
      of major customers and the timing of new engagements.


                                      F-9
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      1.    Principles of Consolidation

            The  consolidated  financial  statements  include  the  accounts  of
            BrandPartners  Group,  Inc.,  its  wholly-owned  subsidiary,  Willey
            Brothers,  from January 16, 2001, and iMapData  through  October 31,
            2002. All significant  inter-company  accounts and transactions have
            been eliminated in consolidation.

      2.    Revenue Recognition

            Willey  Brothers  records  sales  on its  long-term  contracts  on a
            percentage-of-completion  basis,  based upon  current  estimates  of
            costs to complete such contracts.  Contract costs include all direct
            materials, labor and subcontractor costs. General and administrative
            expenses are accounted for as period charges and, therefore, are not
            included  in  the   calculation   of  the   estimates  to  complete.
            Anticipated  losses  are  provided  for in  their  entirety  without
            reference  to  the  percentage-of-completion.  Costs  and  estimated
            earnings  in  excess  of  billings  represent  unbilled  charges  on
            long-term contracts  consisting of amounts recognized but not billed
            at December 31. Such  billings are  generally  made and collected in
            the  subsequent  year.  Billings  in excess  of costs and  estimated
            earnings represent billed charges on long-term contracts  consisting
            of amounts not recognized but billed at December 31.

            Revenue from short-term  contracts is recognized when the product is
            shipped and/or the service is rendered.

      3.    Cash and Cash Equivalents

            The Company considers all highly liquid investments with maturity of
            three months or less when purchased to be cash equivalents.

      4.    Inventories

            Inventories  are  priced  at the  lower of cost  (determined  by the
            weighted-average method, which approximates first-in,  first-out) or
            market.   All  inventories  are  considered  to  be  finished  goods
            inventory.

            Uncompleted  contracts are included in inventory at the  accumulated
            cost of  component  units  within  each  contract,  not in excess of
            realizable  value.  At  December  31,  2002 and  2001,  the  Company
            recorded  an  allowance  for  obsolete  inventory  of  approximately
            $43,000 and $50,000, respectively.

      5.    Property and Equipment

            Property  and  equipment  are  recorded  at  cost.  Depreciation  is
            computed  principally  on a  straight-line  basis over the estimated
            useful lives of the  applicable  assets  ranging from three to seven
            years.

            Leasehold  improvements  are amortized  over the term of the related
            lease, or the estimated useful life of the improvement, whichever is
            less. Significant  improvements extending the useful lives of assets
            are capitalized.  When assets are retired or otherwise  disposed of,
            the cost and related  accumulated  depreciation are removed from the
            accounts  and any  resulting  gain or loss is  reflected  in current
            operating results.


                                      F-10
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE B (continued)

            Maintenance  and repairs are charged to expense,  while  significant
            repairs and  betterments are  capitalized.  When property is sold or
            otherwise disposed of, the cost and related depreciation are removed
            from the  accounts,  and any gain or loss is reflected in operations
            for the period.

      6.    Goodwill and Deferred Financing Costs

            Goodwill  represents  the excess of the purchase price over the fair
            value  of the net  assets  acquired  and has been  amortized  on the
            straight-line  basis  over ten  years  through  December  31,  2001.
            Beginning   January  1,  2002,  the  Company  adopted  Statement  of
            Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other
            Intangible Assets" (see Note C).

            Deferred  financing  costs are being  amortized  on a  straight-line
            basis over 5 - 7 years, the life of the related debt.

      7.    Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed
            Of

            The Company evaluates its long-lived assets for impairment  whenever
            events or changes in circumstances indicate that the carrying amount
            of such assets or intangibles may not be recoverable. Recoverability
            of assets to be held and used is  measured  by a  comparison  of the
            carrying  amount of an asset to future net cash flows expected to be
            generated  by the  asset.  If  such an  asset  is  considered  to be
            impaired,  the impairment to be recognized is measured by the amount
            by which the carrying  amount of the asset exceeds the fair value of
            the assets.  Assets to be  disposed of are  reported at the lower of
            the  carrying  amount  or fair  value  less  costs to sell (see Note
            B-17).

      8.    Warranty Costs

            Estimated  future  warranty  costs are provided for in the period of
            sale for products under warranty based upon past experience. Accrued
            warranty  costs at  December  31,  2002 and 2001 were  approximately
            $47,000  and  $102,000, respectively, and are  included  in  accrued
            expenses.

      9.    Income Taxes

            As part of the process of preparing the  BrandPartners  consolidated
            financial statements, the Company is required to estimate its income
            taxes  in each of the  jurisdictions  in  which  it  operates.  This
            process  involves   estimating  the  Company's  actual  current  tax
            exposure  together with assessing  temporary  differences  resulting
            from  different  treatment  of items.  These  differences  result in
            deferred tax assets and  liabilities,  which are included within the
            Company's consolidated balance sheets. The Company must then look at
            the  likelihood  that its deferred tax assets will be recovered from
            future taxable income and to the extent it believes that recovery is
            not likely, the Company must establish a valuation allowance.


                                      F-11
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE B (continued)

      10.   Fair Value of Financial Instruments

            The following  methods and  assumptions  were used in estimating the
            indicated fair values of financial instruments:

               Cash and cash equivalents:  The carrying value  approximates fair
               value due to the short maturity of these instruments.

               Short-term debt: The carrying value  approximates  fair value due
               to the short maturity of these instruments.

               Long-term debt: The carrying value  approximates fair value based
               on current rates offered to the Company for similar debt.

               Derivative   financial   instruments:   The  carrying   value  is
               re-measured at each balance sheet date based on the fair value of
               these instruments.

      11.   Leases

            Leases  which  meet  certain  criteria  are  capitalized  as capital
            leases.  In  such  leases,   assets  and  obligations  are  recorded
            initially at the present value of the leased assets. The capitalized
            leases are amortized using the straight-line method over the assets'
            estimated   economic  lines.   Interest   expense  relating  to  the
            liabilities  is recorded to affect a constant  rate of interest over
            the  terms  and  obligations.   Leases  not  meeting  capitalization
            criteria are classified as operating  leases and related rentals are
            charged to expense as incurred.

      12.   Loss Per Share

            Basic  and   diluted   loss  per  share  are   computed   using  the
            weighted-average number of shares of common stock outstanding during
            the  period.   Diluted   loss  per  share  is  computed   using  the
            weighted-average  number of shares of common stock, adjusted for the
            dilutive  effect of  potential  common  shares  issued  or  issuable
            pursuant to stock options,  stock appreciation rights,  warrants and
            convertible   securities.   Potential   common   shares  issued  are
            calculated  using the treasury  stock method.  All potential  common
            shares have been excluded from the  computation  of diluted loss per
            share as their effect would be antidilutive.

            Potential  common shares which would be  antidilutive  and therefore
            excluded from the computation of diluted loss per share,  consisting
            of stock options,  warrants and convertible debt, were 2,650,000 and
            7,055,764   for  the  years  ended   December  31,  2002  and  2001,
            respectively.

      13.   Derivative Instruments and Hedging Activities

            In June 1998,  the Financial  Accounting  Standards  Board  ("FASB")
            issued Statement of Financial Accounting Standards ("SFAS") No. 133,
            "Accounting for Derivative Instruments and Hedging Activities." SFAS
            No. 133  establishes  accounting and reporting  standards  requiring
            that  every  derivative  instrument  (including  certain  derivative
            instruments  embedded in other contracts) be recorded in the balance
            sheet as either an asset or liability at its fair value.  Changes in
            the fair value of those  instruments  are  reported  in  earnings or
            other  comprehensive  income  depending on the use of the derivative
            and whether it qualifies for hedge  accounting.  The  accounting for
            gains and  losses  associated  with  changes  in the fair value of a
            derivative and the effect on the consolidated  financial  statements
            will depend on its hedge designation and whether the hedge is highly
            effective in achieving  offsetting changes in the fair value of cash
            flows of the instrument hedged.


                                      F-12
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE B (continued)

            On April 23, 2001, and in  conjunction  with obtaining the Company's
            credit  facility,  the Company  entered  into an  interest  rate cap
            agreement, which limits the Company's exposure if the LIBOR interest
            rate exceeds 6.5%. Accordingly,  the Company designated the interest
            rate cap having an aggregate notional amount of $4 million as a cash
            flow hedge as defined  under SFAS No. 133. The  contract  matures on
            January 22, 2004.  As of December 31, 2002 and 2001,  the fair value
            of the agreement was immaterial.

      14.   Concentration of Credit Risk

            Financial  instruments  that  subject  the  Company  to credit  risk
            primarily  consist  of  accounts  receivable  and costs in excess of
            billings  (see Note F).  Willey  Brothers  customer  base  primarily
            consists of U.S. financial institutions. Management does not believe
            that significant credit risk exists in connection with the Company's
            concentration of credit at December 31, 2002.

      15.   Stock-Based Compensation

            The  Company  has  elected  to follow  Accounting  Principles  Board
            Opinion  No.  25 ("APB No.  25"),  "Accounting  for Stock  Issued to
            Employees,"  and  related  interpretations  in  accounting  for  its
            employee stock options. Under APB No. 25, when the exercise price of
            employee  stock  options  equals the market price of the  underlying
            stock on the date of grant no compensation expense is recorded.  The
            Company  discloses   information  relating  to  the  fair  value  of
            stock-based  compensation  awards in  accordance  with  Statement of
            Financial Accounting Standards No. 123 ("SFAS No. 123"), "Accounting
            for Stock-Based  Compensation."  The following table illustrates the
            effect on net loss and loss per share as if the  Company had applied
            the fair value  recognition  provision  of SFAS No.  123,  using the
            assumptions described in Note K:

                                                   Year ended December 31,
                                                   2002               2001
                                               ------------        -----------

            Net loss applicable to
            common stockholders
               As reported                     $(13,125,967)       $(9,489,559)
               Pro forma                        (13,922,670)        (9,704,336)

            Weighted-average shares
            outstanding
               Basic and diluted                 18,437,942         13,951,398

            Net loss per share
               As reported                           $(0.71)            $(0.68)
               Pro forma                              (0.76)            $(0.70)


                                      F-13
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE B (continued)

            Non-employee stock-based compensation arrangements are accounted for
            in  accordance  with the  provisions  of SFAS No.  123 and  Emerging
            Issues  Task  Force  ("EITF")  No.  96-18,  "Accounting  for  Equity
            Instruments  That Are Issued to Other Than  Employees for Acquiring,
            or in Conjunction  with Selling,  Goods or Services." Under EITF No.
            96-18,  as  amended  by  EITF  No.  00-23,  "Issues  Related  to the
            Accounting  for  Stock  Compensation"  under  APB  No.  25 and  FASB
            Interpretation No. 44. Where the fair value of the equity instrument
            is  more  reliably  measurable  than  the  fair  value  of  services
            received,  such  services  will be valued based on the fair value of
            the equity instrument.

      16.   Use of Estimates

            In preparing  financial  statements  in conformity  with  accounting
            principles  generally  accepted  in the  United  States of  America,
            management  is required to make certain  estimates  and  assumptions
            that  affect the  reported  amounts of assets  and  liabilities  and
            disclosure of contingent  assets and  liabilities at the date of the
            financial  statements and revenues and expenses during the reporting
            period. Actual results could differ from those estimates.

            These   estimates   and   assumptions   relate   to   estimates   of
            collectibility  of  accounts  receivable  and  costs  in  excess  of
            billings, the realizability of goodwill and other intangible assets,
            costs to  complete  engagements,  accruals,  income  taxes and other
            factors.  Management  has used  reasonable  assumptions  in deriving
            these  estimates;  however,  actual  results could differ from these
            estimates.  Consequently,  an  adverse  change in  conditions  could
            affect the Company's estimate.

      17.   Long-Lived Assets

            In  2002,  the  Company  adopted  SFAS  144,   "Accounting  for  the
            Impairment  or  Disposal  of  Long-Lived  Assets",  which  addresses
            financial accounting and reporting for the impairment or disposal of
            long-lived   assets.   Although  SFAS  144   supersedes   SFAS  121,
            "Accounting  for the Impairment of Long-Lived  Assets To Be Disposed
            Of", it retains many of the fundamental provisions of SFAS 121. SFAS
            144 also  supersedes the accounting and reporting  provisions of APB
            30,  "Reporting the Results of  Operations-Reporting  the Effects of
            Disposal of a Segment of a Business, and Extraordinary,  Unusual and
            Infrequently  Occurring Events and Transactions" for the disposal of
            a segment of a business.  However, it retains the requirement of ABP
            30 to report  separately  discontinued  operations  and extends that
            reporting to a component of an entity that either has been  disposed
            of, by sale,  abandonment,  or in a  distribution  to owners,  or is
            classified as held for sale. The adoption of SFAS 144 did not have a
            material effect on the Company's consolidated financial statements.

      18.   Recently Issued Accounting Standards

            In June 2001,  the Financial  Accounting  Standards  Board  ("FASB")
            issued   Statement  of  Financial   Accounting   Standard  No.  143,
            "Accounting for Asset Retirement Obligations." SFAS No. 143 provides
            accounting and reporting  guidance for legal obligations  associated
            with the  retirement  of  long-lived  assets  that  result  from the
            acquisition,  construction or normal operation of long-lived assets.
            The standard is effective for fiscal years  beginning after June 30,
            2002. The Company is reviewing the provisions of this standard.  Its
            adoption is not expected to have a material  effect on the financial
            statements.


                                      F-14
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE B (continued)

      On April  30,  2002 the FASB  issued  Statement  of  Financial  Accounting
      Standard  No.  145,  "Rescission  of FASB  Statements  No. 4, 44,  and 64,
      Amendment of FASB  Statement No. 13, and Technical  Corrections.  SFAS No.
      145  rescinds  Statement  No. 4, which  required all gains and losses from
      extinguishments  of debt to be aggregated and, if material,  classified as
      an extraordinary  item, net of related income tax effect. Upon adoption of
      SFAS No. 145,  companies  will be  required  to apply the  criteria in APB
      Opinion No. 30,  "Reporting  the  Results of  Operations  - Reporting  the
      Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
      and  Infrequently  Occurring  Events and  Transactions" in determining the
      classification  of gains and losses resulting from the  extinguishment  of
      debt.  SFAS No. 145 is effective for fiscal years  beginning after May 15,
      2002.  We are currently  evaluating  the  requirements  and impact of this
      statement  on  our  consolidated   results  of  operations  and  financial
      position.

      On July 30,  2002,  the FASB  issued  Statement  of  Financial  Accounting
      Standard No. 146,  "Accounting for Costs  Associated with Exit or Disposal
      Activities". The standard requires companies to recognize costs associated
      with exit or disposal activities when they are incurred rather than at the
      date of a  commitment  to an exit or  disposal  plan.  Examples  of  costs
      covered  by the  standard  include  lease  termination  costs and  certain
      employee  severance  costs  that  are  associated  with  a  restructuring,
      discontinued operation, plant closing, or other exit or disposal activity.
      SFAS No. 146 is to be applied prospectively to exit or disposal activities
      initiated   after   December  31,  2002.   The  Company  will  follow  the
      requirements  of the statement for any applicable  transactions  initiated
      after December 31, 2002.

      In November 2002,  FASB  Interpretation  45,  "Guarantor's  Accounting and
      Disclosure  Requirements for Guarantees,  Including Indirect Guarantees of
      Indebtedness of Others," (FIN 45), was issued. FIN 45 requires a guarantor
      entity,  at the  inception  of a  guarantee  covered  by  the  measurement
      provisions of the interpretation, to record a liability for the fair value
      of the  obligation  undertaken  in  issuing  the  guarantee.  The  Company
      previously did not record a liability when guaranteeing obligations unless
      it became  probable  that the  Company  would  have to  perform  under the
      guarantee.  FIN 45 applies  prospectively to guarantees the Company issues
      or modifies  subsequent to December 31, 2002,  but has certain  disclosure
      requirements  effective  for  interim  and  annual  periods  ending  after
      December 15, 2002. The Company has historically  issued guarantees only on
      a limited basis and does not anticipate FIN 45 will have a material effect
      on its  2003  financial  statements.  Disclosures  required  by FIN 45 are
      included in the accompanying financial statements.

      In November  2002,  the  Emerging  Issues  Task Force  reached a consensus
      opinion on EITF 00-21, "Revenue Arrangements with Multiple  Deliverables."
      The   consensus   provides   that  revenue   arrangements   with  multiple
      deliverables  should be  divided  into  separate  units of  accounting  if
      certain criteria are met. The consideration for the arrangement  should be
      allocated to the separate units of accounting based on their relative fair
      values,  with different  provisions if the fair value of all  deliverables
      are not known or if the fair value is  contingent on delivery of specified
      items or performance  conditions.  Applicable revenue recognition criteria
      should be considered separately for each separate unit of accounting. EITF
      00-21 is effective for revenue arrangements entered into in fiscal periods
      beginning after June 15, 2003.  Entities may elect to report the change as
      a  cumulative  effect  adjustment  in  accordance  with  APB  Opinion  20,
      "Accounting  Changes."  The  Company  has not  determined  the  effect  of
      adoption  of EITF  00-21 on its  financial  statements  or the  method  of
      adoption it will use.

      19.   Reclassifications

            Certain amounts in prior years have been  reclassified to conform to
            the classifications used in 2002.


                                      F-15
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE B (continued)

20.   Accounts Receivable

      The majority of the Company's  accounts  receivable are due from companies
      in the financial services industry. Credit is extended based on evaluation
      of a customer's  financial  condition  and,  generally,  collateral is not
      required.  Accounts  receivable  are due  within 30 days and are stated at
      amounts due from  customers  net of an allowance  for  doubtful  accounts.
      Periodically  the Company  reviews  accounts  receivable  to reassess  its
      estimates of  collectibility.  The Company provides valuation reserves for
      bad debts based on specific  identification of likely and probable losses.
      In addition, the Company provides valuation reserves for estimates of aged
      receivables that may be written off, based upon historical evidence. These
      valuation  reserves  are  periodically  re-evaluated  and adjusted as more
      information  about the  ultimate  collectibility  of  accounts  receivable
      becomes available.  Circumstances that could cause the Company's valuation
      reserves to increase include changes in its clients'  liquidity and credit
      quality,  other factors negatively impacting clients' ability to pay their
      obligations as they come due, and the quality of its  collection  efforts.
      The Company writes off accounts receivable when they become uncollectible,
      and payments subsequently received on such receivables are credited to the
      allowance  for  doubtful  accounts.  Interest  income  related  to finance
      charges  is  subsequently  recognized  only  to the  extent  that  cash is
      received.

NOTE C - ADOPTION OF SFAS No. 142, "GOODWILL AND OTHER INTANGIBLE ASSETS"

      On July 20, 2001, the Financial Accounting Standards Board ("FASB") issued
      Statement of Financial  Accounting  Standards  ("SFAS") No. 141, "Business
      Combinations," and SFAS No. 142,  "Goodwill and Other Intangible  Assets."
      SFAS No. 141 is effective for all business  combinations  completed  after
      June 30, 2001.  SFAS No. 142 is effective for fiscal years beginning after
      December 15, 2001; however,  certain provisions of this Statement apply to
      goodwill and other intangible assets acquired between July 1, 2001 and the
      effective date of SFAS No. 142. Major  provisions of these  Statements and
      their effective dates for the Company are as follows:

            o     All business  combinations  initiated after June 30, 2001 must
                  use the purchase method of accounting. The pooling of interest
                  method of  accounting is  prohibited  except for  transactions
                  initiated before July 1, 2001;

            o     Intangible  assets acquired in a business  combination must be
                  recorded   separately   from   goodwill  if  they  arise  from
                  contractual  or other legal rights or are  separable  from the
                  acquired entity and can be sold, transferred, licensed, rented
                  or  exchanged,  either  individually  or as part of a  related
                  contract, asset or liability;

            o     Goodwill,  as well as intangible assets with indefinite lives,
                  acquired after June 30, 2001, will not be amortized. Effective
                  January  1,  2002,  all  previously  recognized  goodwill  and
                  intangible  assets  with  indefinite  lives  will no longer be
                  subject to amortization;

            o     Effective January 1, 2002, goodwill and intangible assets with
                  indefinite  lives will be tested for  impairment  annually and
                  whenever there is an impairment indicator; and,

            o     All acquired  goodwill must be assigned to reporting units for
                  purposes of impairment testing and segment reporting.

      On January 1, 2002,  the Company  adopted SFAS No. 142,  and  accordingly,
      stopped amortizing goodwill.  During the first quarter of 2002 the Company
      had an evaluation of its goodwill  performed,  under SFAS No. 142, with no
      resulting impairment indicated.


                                      F-16
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE C - (continued)

Net loss and basic and  diluted  (loss)  per share for the twelve  months  ended
December  31,  2002 and 2001  are set  forth  below  as if  goodwill  and  other
intangible  assets had been  accounted  for in the same  manner for all  periods
presented.  The  adjustment of the  previously  reported net loss and (loss) per
share represents the amortization of goodwill.

           Reconciliation of net loss and (loss) per share

Net Loss
                                                       Twelve Months
                                           December 31, 2002   December 31, 2001
                                           -----------------   -----------------

Reported loss from continuing operations     $ (5,956,000)       $(5,304,000)
Beneficial conversion on preferred stock               --         (2,475,000)
Add back goodwill amortization, net
   of tax                                              --          2,738,000
Reported loss from discontinued
      Operations                               (7,170,000)        (1,711,000)
                                             ------------        -----------
Adjusted net loss applicable to common
   Stockholders                              $(13,126,000)       $(6,752,000)
                                             ============        ===========
         (Loss) per share
         - basic and diluted:

Reported loss from continuing
  operations, per share                            $(0.32)            $(0.38)
Beneficial conversion on
  preferred stock, per share                           --             $(0.18)
Add back goodwill amortization,
   net of tax, per share                               --              $0.20
Reported loss from discontinued
  operations, per share                            $(0.39)            $(0.12)
                                              -----------         ----------
Adjusted net loss per share
  applicable to common stockholders                $(0.71)            $(0.48)
                                              ===========         ==========
Weighted average shares - basic and
  Diluted                                      18,438,000         13,951,000
                                              ===========         ==========


                                      F-17
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE D - ACQUISITIONS

      Acquisitions are accounted for as purchases and, accordingly, are included
      in the  Company's  consolidated  results  of  operations  from the date of
      acquisition.  The purchase price is allocated  based on the estimated fair
      values  of  assets  acquired  and  liabilities  assumed.   Purchase  price
      allocations  are subject to  refinement  until all  pertinent  information
      regarding the acquisition is obtained.

      WILLEY BROTHERS, INC.

      On January 16, 2001, the Company acquired the stock of Willey Brothers for
      a  combination  of cash,  common  stock  of the  Company,  options  in the
      Company's   stock  and  notes  payable.   The  total  purchase  price  was
      $33,144,938. The acquisition was made with cash of $17,069,938,  1,512,500
      shares of common  stock of the  Company  valued at  $6,050,000  ($4.00 per
      share),  stock options issued with a fair market valuation of $525,000 and
      notes payable of $9,500,000.

      The  following  table  provides  an  analysis  of the  purchase  of Willey
      Brothers.  The excess of the purchase price over the book value of the net
      assets acquired has been allocated to goodwill, as follows:


         Total purchase cost                                       $33,144,938
         Fair value of net assets acquired                           6,134,704
                                                                   -----------
               Excess of cost over fair value of
               net assets acquired allocated to goodwill           $27,010,234
                                                                   ===========

      Accumulated amortization at December 31, 2002 and 2001 was $2,738,265 (see
      Note C).


                                      F-18
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE D (continued)

      The terms of the acquisition also provide for additional  consideration to
      be paid if the earnings of Willey Brothers exceed certain  targeted levels
      through  the  year  2005.  The  aggregate  maximum  amount  of  contingent
      consideration  is $1,800,000.  The additional  consideration is payable in
      cash at the end of each fiscal year  subject to Willey's  compliance  with
      certain  reporting  and  covenant  requirements.   The  amounts  paid  for
      contingent  consideration  will increase expense rather than goodwill,  in
      the years earned, since payments are automatically forfeited if employment
      of the former  shareholders  of Willey  Brothers  terminates.  The Company
      recorded a liability as of December 31, 2001 of $500,000.  A liability for
      2002 has not been  recorded as the  requirements  of the earn-out were not
      met. A liability for the remaining  contingent  consideration has not been
      recorded as the outcome of the  contingency is not  determinable  beyond a
      reasonable doubt.  Pursuant to an agreement with the Company's  commercial
      lender, and consented to by the former shareholders of Willey Brothers, no
      payments  in  respect  of  the  earn-out  can  be  made  until  all of the
      obligations are repaid, in full, to the commercial lender (see Note H).

      Unaudited pro forma operating results for twelve months ended December 31,
      2001,  for the  Company,  assuming  the  acquisition  of  Willey  Brothers
      occurred on January 1, 2001, are as follows:

                                                                 2001
                                                             -----------

            Revenues                                         $40,750,000
            Loss from continuing operations                    5,687,000
            Beneficial conversion on preferred stock
               (see Note K)                                    2,475,000
            Loss from discontinued operations                  1,711,000

            Basic and diluted loss per share:
               Continuing operations                              $(0.59)
               Discontinued operations                             (0.12)
                                                             -----------

                                                                  $(0.71)
                                                             ===========

      In 2001  goodwill was amortized on a  straight-line  basis over a ten-year
      period for Willey Brothers (see Note B-6).  Beginning  January 1, 2002 the
      Company  stopped  amortizing  goodwill in  conformance  with SFAS No. 142,
      "Goodwill and Other Intangible Assets" (see Note C).


                                      F-19
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE D (continued)

      ACQUSITION OF COMMONWEALTH ASSETS

      On September 10, 2001 the Company's subsidiary,  Willey Brothers, acquired
      certain  assets,  consisting  of computer  hardware and  software,  of the
      Strategic Market Intelligence  Division of the Commonwealth Group for cash
      of  $153,370  and stock of the Company  valued at $80,834.  The net assets
      acquired are being amortized on the straight-line  basis over a three-year
      period. The pro forma effect on operations is not material.

NOTE E - PROPERTY AND EQUIPMENT

      Property  and  equipment  and  related  accumulated  depreciation  are  as
      follows:

                                                         2002         2001
                                                      ----------   ----------

         Computer equipment and software              $  515,688   $  836,840
         Furniture, fixtures and other equipment       1,251,424      462,946
         Leasehold improvements                          405,256      437,584
         Construction in Progress                        325,423          -0-
                                                      ----------   ----------
                                                       2,497,791    1,737,370
         Less accumulated depreciation                  (897,376)    (381,830)
                                                      ----------   ----------

                                                      $1,600,415   $1,355,540
                                                      ==========   ==========

      Depreciation  expense  was  $515,546  and  $415,712  for the  years  ended
      December 31, 2002 and 2001, respectively.


                                      F-20
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE F - COSTS AND BILLINGS ON UNCOMPLETED CONTRACTS

      The following is a summary of costs and estimated  earnings on uncompleted
      contracts in comparison to billings at December 31 2002 and 2001:

<TABLE>
<CAPTION>
                                                                                2002                        2001
                                                                             -----------                 ----------
         <S>                                                                 <C>                         <C>

         Branch planning, design and construction costs
            Costs and estimated earnings to date                             $ 4,936,612                 $2,625,338
            Billings to date                                                    (112,659)                   (90,087)
                                                                             -----------                 ----------

                                                                               4,823,953                  2,535,251
                                                                                ---------                  ---------

         Fixture sale and installment contracts
            Costs and estimated earnings to date                               1,351,919                    809,409
            Billings to date                                                  (1,003,700)                  (303,211)
                                                                             -----------                 ----------

                                                                                 348,219                    506,198
                                                                             -----------                 ----------

                                                                             $ 5,172,172                 $3,041,449
                                                                             -----------                 ----------
</TABLE>

      The  accompanying   consolidated  balance  sheets  include  the  following
      captions at December 31:

<TABLE>
<CAPTION>
                                                                                2002                        2001
                                                                             -----------                 ----------

         <S>                                                                 <C>                         <C>
         Costs and estimated earnings in excess of billings                  $ 6,288,532                 $3,434,747
         Billings in excess of costs and estimated earnings                   (1,116,360)                  (393,298)
                                                                             -----------                 ----------

                                                                             $ 5,172,172                 $3,041,449
                                                                             ===========                 ==========
</TABLE>


                                      F-21
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE G - LOAN PAYABLE TO BANK AND REVOLVING CREDIT FACILITY

On January 11, 2001,  Willey  Brothers  entered into a credit  agreement  with a
commercial  lender,  consisting  of an $8  million  term  loan and a $6  million
revolving  credit  facility.  All borrowings are repayable with interest,  which
accrues,  at the borrower's  option, at the bank's base rate plus the applicable
margin or LIBOR plus the applicable  margin.  The weighted average interest rate
in effect on  December  31, 2002 was 6.00% for the term loan and 4.3156% for the
revolving  credit  facility.  As of December 31, 2002, the outstanding  balances
under  the term loan and the  revolving  credit  facility  were  $2,499,045  and
$4,000,000,  respectively. The Facility has been amended by Amendment and Waiver
Agreements dated May 21, 2001, October 22, 2001 and March 29, 2002, by Amendment
Agreements dated September 25, 2002, December 20, 2002 and March 18, 2003 and by
a letter agreement dated February 12, 2003. The March 18, 2003 Amendment extends
the expiration of the facility to August 22, 2003, extends the payment terms for
the amendment fee and requires additional pre-payments of principal. The various
amendment and waivers waive certain financial covenants for the remainder of the
term,  require the payment of amendment fees, limit the  availability  under the
credit  facility and restrict the  payments of certain  other  obligations.  The
September  25, 2002  Amendment  increased the  availability  under the revolving
credit  facility  and  extended  the payment  terms for the  amendment  fee. The
December 20, 2002 Amendment  permanently applied $4,000,000 of cash,  restricted
by the March 29,  2002  Amendment  and  Waiver  Agreement,  to the term loan and
extended the payment terms for the  amendment  fee. The February 12, 2003 letter
agreement  re-extended the payment terms for the amendment fee. Borrowings under
the credit  facility  are secured by  substantially  all of the assets of Willey
Brothers  and a pledge  by the  Company  of its stock in  Willey  Brothers.  The
facility is  guaranteed  by the  Company.  The  Company has signed a  commitment
letter with a commercial bank for a $6.0 million credit facility  subject to the
execution of definitive  agreements.  The  commitment  expires June 12 2003. The
Company  intends to refinance its debt with a commercial  lender under terms and
conditions  acceptable  to the  Company.  No  assurances  can be given  that the
Company  will  be  successful  in  concluding   this  or  any  other   financing
transaction.  If for any  reason  Willey  Brothers  is unable to  refinance  the
Facility upon maturity,  and the amount  outstanding  under the Facility becomes
due and  payable,  the lender has the right to proceed  against  the  collateral
granted to it to secure  the  indebtedness  under the  Facility,  including  the
Company's  ownership  interest  in Willey  Brothers.  Total  amendment  fees and
expenses of approximately  $857,000 have been expensed as incurred.  At December
31, 2002 the Company had a liability for such fees of $580,000.



      The  maturities  on the term loan  payable  at  December  31,  2002 are as
      follows:

            Year Ending December 31,

                   2003                            $2,499,045
                                                   ==========


                                      F-22
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE H - NOTES AND INTEREST PAYABLE

      Notes and interest  payable  consist of the following at December 31, 2002
      and 2001:

                                                         2002          2001
                                                     -----------    -----------

         Notes payable (1) (2)                       $14,500,000    $14,500,000
         Discount on notes payable                      (299,704)      (710,350)
         Interest payable                                246,951        256,658
         Less current maturities, net of discount     (1,982,239)      (500,000)
                                                     -----------    -----------
                                                     $12,465,008    $13,546,308
                                                     ===========    ===========

      Notes  payable of $14.5  million  consist of the  following at December 31
      2002:

      (1) Two subordinated convertible promissory notes totaling $7,500,000, and
      two convertible  promissory notes,  totaling $2,000,000  (collectively the
      "Seller  Notes").  The $7.5 million  notes bear interest at LIBOR plus 150
      basis points and provide for  quarterly  interest  payments and  quarterly
      interest reset dates.  The notes are convertible  into common stock of the
      Company incrementally on the first four anniversaries of the issuance date
      at $4.00 per share at the  option of the  Company or the  noteholder.  The
      principal  and any accrued  interest are due in one payment on October 11,
      2007.  The interest rate in effect for these notes as of December 31, 2002
      was  3.27%.  The $2.0  million  notes bear  interest  at 11% per annum and
      provide for quarterly  principal  payments.  The  remaining  principal and
      accrued interest are due in one payment on October 11, 2003. The notes are
      convertible  into  common  stock  of the  Company,  at the  option  of the
      noteholder, at $3.00 per share. The aggregate beneficial conversion of the
      $2.0 million  notes of $666,667 has been  accounted for as a debt discount
      and is being  recorded  as  interest  expense  over the term of the notes.
      Pursuant to an agreement with the noteholders, all payments required to be
      made under each of the Seller  Notes for the first three  quarters of 2001
      were  deferred  until the end of the term,  the maturity  date on the $2.0
      million  notes was  extended to October 11, 2003 from January 11, 2003 and
      the maturity  date on the $7.5  million  notes was extended to October 11,
      2007 from January 11, 2007.  Pursuant to an Amendment and Waiver Agreement
      dated  March  29,  2002,  with  the  commercial  lender  (see  Note G) and
      consented  to by the  noteholders,  no  payments  in respect of the Seller
      Notes can be made until all of the obligations are repaid, in full, to the
      commercial lender.

      Current maturities consist of the following at December 31, 2002 and 2001:

                                                   2002            2001
                                                ----------      ----------

            Seller Notes                        $1,982,239      $  500,000
            Term Loan (Note G)                   2,499,045         937,500
            Capital Lease Liability                 86,779          75,562
                                                ----------      ----------
                                                $4,568,083      $1,513,062
                                                ==========      ==========


                                      F-23
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001



NOTE H (continued)

      (2) A subordinated  promissory note in the principal  amount of $5,000,000
      issued to a third  party.  The note bears  interest at 16% per annum,  12%
      payable  quarterly in cash and 4% added to the unpaid principal  quarterly
      (PIK  amount).  The note  matures on October 22,  2008,  at which time the
      principal  and all PIK amounts are due.  Under the terms of the note,  the
      Company is required to maintain certain financial  covenants.  The Company
      has received a waiver from such certain financial  covenants through March
      31, 2003.

      Concurrently   and  in   connection   with  the   issuance  of  the  note,
      BrandPartners Group, Inc. issued 405,000 warrants to purchase common stock
      of the Company at $0.01 per share.  The warrants  expire  October 22, 2011
      and can be put to Willey  Brothers  after the fifth year, or earlier under
      certain  conditions,  based on certain  criteria  set forth in the warrant
      agreement.  The relative fair value of the warrants  totaling  $338,000 on
      the date of the  transaction  has been  treated as a debt  discount and is
      being  amortized  to  interest  expense  over  the  term of the note and a
      liability  for the put  warrant has been  recorded.  Changes to the future
      fair value of the put warrants  will be recorded in  accordance  with SFAS
      No. 133 and charged to other  income or loss.  At December  31, 2002 a put
      warrant  gain in the amount of $384,000  was  recorded and the put warrant
      liability  reduced.  At December 31, 2001 a put warrant loss in the amount
      of $102,000 was recorded and the put warrant liability increased.

      Pursuant  to  a  letter  agreement  dated  October  9,  2002  between  the
      noteholder and Willey Brothers, the noteholder waived its rights to demand
      immediate  payment  of the  subordinated  promissory  note  and to put the
      warrants to Willey Brothers, which rights had been triggered by the change
      in control  resulting from the death of the Company's  former Chairman and
      Chief  Executive  Officer.  The Company has received  waivers from certain
      financial  covenants  through  March 31, 2003.  At December 31, 2002,  the
      Company  had a  liability  of  approximately  $56,000  related  to the put
      warrants.

NOTE I - INCOME TAXES

      The  provision  for income taxes for the year ended  December 31, 2002 and
      2001 is as follows:

                                                  2002          2001
            Current                             --------      --------
               Federal                          $     --      $     --
               State                              63,155       186,890
                                                --------      --------
                                                  63,155       186,890
                                                --------      --------
            Deferred
               Federal                            80,600            --
               State                              23,400            --
                                                --------      --------
                                                 104,000            --
                                                --------      --------
                                                $167,155      $186,890
                                                ========      ========


                                      F-24

<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE I (continued)

      The  following  table  presents the principal  reasons for the  difference
      between  the  effective  income  tax rate and the U.S.  federal  statutory
      income tax rates.

                                             Year Ended           Year Ended
                                          December 31, 2002    December 31, 2001
                                          -----------------    -----------------

      U.S. federal statutory rate              (34.0)%             (34.0)%
      Permanent differences                      23.1               15.3
      Change in valuation allowance              12.8               22.0
      State taxes, net of
        federal benefit                          (1.5)              (1.3)
      Other                                        .9                1.0
                                               ------              -----
                                                  1.3%               3.0%
                                               ======              =====

      The Company and its subsidiary generated losses for income tax purposes of
      approximately  $4,666,000  and $1,364,000 for the years ended December 31,
      2002 and 2001,  respectively,  and capital losses of $487,000 for the year
      ended December 31, 2001.

      Significant  components of the  Company's  deferred tax assets at December
      31, 2002 and 2001 are as follows:

         Deferred tax assets                          2002             2001
                                                  ------------     -----------
            Net operating loss carryfowards       $ 4,400,000     $ 2,553,600
            Capital loss carryfowards                      --         194,800
            Accumulated depreciation
               and amortization                       105,200          70,800
            Warranty Reserve                           18,800              --
            Stock Options                             314,800         200,800
            Allowances for receivables                 45,600          38,720
            Inventory Allowance                        17,200          20,000
            Bonus Accrual                              -0-            100,000
            Vacation Reserve                           90,700         103,000
                                                  ------------     ----------

                                                    4,992,300       3,281,720
                                                  ------------     ----------
         Deferred tax liabilities
            Deferred state tax liability               -0-            (14,850)
            Valuation allowance                    (4,992,300)     (3,162,381)
                                                  ------------     -----------

                                                   (4,992,300)     (3,177,231)
                                                  ------------    -----------

Deferred income tax asset, net                    $    -0-        $   104,489
                                                  ============    ===========

      At December 31, 2002, the Company has net operating loss  carryforwards of
      approximately  $11.0 million,  which expire at various dates through 2022,
      available to offset  future  taxable  income.  At December  31, 2002,  the
      Company had a deferred tax asset amounting to approximately  $5.0 million.
      The  deferred  tax  asset   consists   primarily  of  net  operating  loss
      carryforwards  and has been fully  offset by a valuation  allowance of the
      same amount, due to the uncertainty of the recognition of certain deferred
      income tax assets, primarily the net operating loss carryforwards. Certain
      provisions of the tax law may limit the net operating  loss  carryforwards
      available for use in any given year in the event of a  significant  change
      in ownership  interest.  The balance of the deferred tax asset at December
      31, 2002  represents  timing  differences  between book income and taxable
      income.  Approximately  $193,000  of  the  estimated  net  operating  loss
      carryforward available at December 31, 2002 will expire in 2003.


                                      F-25
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE J - CONCENTRATIONS

      Significant Customers

      For the twelve months ended  December 31, 2002 one customer  accounted for
      approximately 14% of the Company's  revenues.  For the twelve months ended
      December 31, 2001, three customers  accounted for  approximately  15%, 11%
      and 10% of the Company's revenues.

      Concentration of Credit Risk

      The Company  maintains its cash and cash  equivalents with major financial
      institutions.  The balances at December 31, 2002 exceed federally  insured
      limits.  The Company performs periodic  evaluations of the relevant credit
      standings of these financial  institutions in order to limit the amount of
      credit exposure.

NOTE K - STOCKHOLDERS' EQUITY

      The Company is authorized to issue a maximum of 20,000,000  shares of $.01
      preferred stock.

      Class A Convertible Preferred Stock

      On August 1, 2001, the  shareholders  ratified the conversion of 1,650,000
      shares of Class A Convertible  Preferred  Stock of the Company into common
      stock.  Accordingly,  the shares were  converted  into  common  stock on a
      one-to-one  basis.  The  Company  recorded  a  beneficial   conversion  of
      $2,475,000,  in August 2001, for the difference between the carrying value
      of the preferred stock and the fair value of the shares of common stock at
      the time of issuance of the preferred stock.


                                      F-26
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE K (continued)

      Private Placement of Equity

      During the  fourth  quarter  of 2001 and the first  quarter  of 2002,  the
      Company issued shares and warrants in a private  placement  offering.  The
      offering was completed on February 5, 2002. During the year ended December
      31,  2001,  the Company  received net  proceeds of  $2,976,250  and issued
      2,702,268  shares of common  stock and common stock  purchase  warrants to
      acquire an additional  4,728,959  shares of the Company's  common stock at
      various  prices  ranging from $1.056 to $3.00 per share.  During 2002, the
      Company received additional net proceeds from the offering of $311,800 and
      issued 285,258  shares of common stock and common stock purchase  warrants
      to acquire an additional  474,198 shares of the Company's  common stock at
      various  prices  ranging from $1.152 to $3.00 per share.  The warrants are
      exercisable  until  November 30, 2006.  The proceeds were used for working
      capital purposes.

      Stock Options

      During 2001, the shareholders  approved the Company's 2001 Incentive Stock
      Plan.  The plan provides for the  reservation  and  availability  of up to
      5,000,000  shares of common stock,  subject to future stock splits,  stock
      dividends,  reorganizations  and similar  events.  The  exercise  price of
      incentive  stock options may not be less than the fair market value on the
      date of grant.  The plan  provides  for options to be granted to officers,
      directors,  and employees of the Company.  During the years ended December
      31, 2002 and 2001, the Company granted  2,017,815,  net of  cancellations,
      and  50,000  stock  options,  respectively,  to  officers,  directors  and
      employees under the plan.

      The Company  has also  issued  stock  options to certain  individuals  and
      companies  under  letter  agreements.  During the year ended  December 31,
      2001,   567,045   options  to  purchase  shares  were  issued  under  such
      agreements.

      The  options  granted  have an  exercise  price at least equal to the fair
      value of the  Company's  stock,  and expire at various times through 2010.
      The options granted vest immediately, after one year or over a two or five
      year period.


                                      F-27
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE K (continued)

      A summary of the activity at December 31 is as follows:

<TABLE>
<CAPTION>
                                                                    2002                            2001
                                                         -------------------------        -------------------------
                                                                         Weighted-                        Weighted-
                                                                          average                          average
                                                         Warrants/        exercise        Warrants/        exercise
                                                          options          price           options          price
                                                         ---------       ---------        ---------       ---------

         <S>                                             <C>              <C>             <C>               <C>
         Outstanding - January 1                         6,850,545        $ 5.80          6,383,500         $6.02
         Granted                                         2,333,228          1.06            617,045          2.14
         Exercised                                                                         (150,000)         1.00
         Cancelled                                       (317,913)         (1.09)                (0)           (0)
                                                         --------         ------          ----------        ----

         Outstanding - December 31                       8,865,860        $ 4.72          6,850,545         $5.80
                                                         =========        ======          =========         =====

         Weighted-average fair value of
            options and warrants granted
            during the year                                               $ 0.92                            $2.08
                                                                          ======                            =====
</TABLE>

      The fair  value of each  option  grant is  estimated  on the date of grant
      using  the   Black-Scholes   option-pricing   model  with  the   following
      assumptions  used for grants in 2002 and 2001,  respectively:  (1) average
      expected  volatility  of  125.88%  and  119.045%,  (2)  average  risk-free
      interest  rates of 4.69% and  3.77%,  and (3)  expected  lives of five and
      eight years for year ended December 31, 2002 and five years for 2001.

      The following  table  summarizes  information  concerning  outstanding and
      exercisable  options  and  warrants  that were  granted at the fair market
      value on the date of grant, at December 31, 2002.

<TABLE>
<CAPTION>
                                                        Outstanding       Outstanding                       Exercisable
                                     Outstanding         weighted-         weighted-       Exercisable       weighted-
                                        as of             average           average           as of           average
             Range of                December 31,        remaining         exercise        December 31,      exercise
         exercise price                  2002           life (years)         price             2002            price
         --------------              ------------       ------------      -----------      ------------     ----------
         <S>                          <C>                   <C>             <C>              <C>              <C>
         $0.43 - $  6.06              3,033,500             2.06            $ 0.68           3,033,500        $ 0.68
         $2.75 - $14.50               3,200,000             2.28             11.35           3,200,000         11.35
         $0.92 - $4.63                  614,545             2.49              2.13             536,945          2.11
         $0.76 - $1.07                2,017,815             4.44              1.06             700,000          1.07
                                      ---------                                              ---------

                                      8,865,860                                              7,470,445
                                      =========                                              =========
</TABLE>


                                      F-28
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE L - EMPLOYEE BENEFIT PLANS

      The  Company  maintains  a 401(k)  profit-sharing  plan  for all  eligible
      employees.  Through a salary reduction  program,  the plan allows employee
      contributions  on  a  pretax  basis.   There  are  no  minimum   corporate
      contributions   required   under  the  plan.   The   Company  may  make  a
      discretionary matching contribution based on a percentage of participants'
      contributions.  The Company may also make a  discretionary  profit-sharing
      contribution  for the benefit of all eligible  employees.  Participants in
      the  plan  vest in  Company  contributions  on a  graduated  scale  over a
      five-year  period.  For the years ended  December  31, 2002 and 2001,  the
      Company  did not  accrue  any  discretionary  matching  or  profit-sharing
      contributions.

NOTE M- COMMITMENTS AND CONTINGENCIES

      The Company  provides  accruals for all direct costs  associated  with the
      estimated  resolution of contingencies at the earliest date at which it is
      deemed  probable that a liability has been incurred and the amount of such
      liability can be reasonably estimated.


                                      F-29
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE M (continued)

      Employment Agreements

      The  Company  maintains  employment   agreements  with  certain  executive
      officers and  employees,  expiring at various  dates  through  2006,  with
      automatic one-year extensions  thereafter.  All such employment agreements
      provide,  among other  things,  that in the event there is a change in the
      control of the Company,  as defined therein,  or in any person directly or
      indirectly  controlling the Company, as also defined therein, the employee
      has the option,  exercisable  within six months of becoming  aware of such
      event, to terminate the employment agreement.  Upon such termination,  the
      employee  has  the  right  to  receive,  as a  lump-sum  payment,  certain
      compensation  remaining  to be paid  for the  balance  of the  term of the
      agreement.

      Litigation

      A Verified  Amended  Complaint (the  "Complaint") was filed in the Supreme
      Court of the State of New York,  County of New York,  on January 15, 2002,
      in  connection   with  an  action  entitled  Marvin  M.  Reiss  and  Rebot
      Corporation  v.  BrandPartners  Group,  Inc.,  formerly known as Financial
      Performance  Corporation  (Index No.  111385/98).  The Complaint  sought a
      declaration  that plaintiffs were entitled to exercise  warrants issued to
      them by the Company in 1993 to purchase an aggregate  of 1,698,904  shares
      of the common  stock of the Company at $.10 per share in  accordance  with
      their terms,  without  adjustment for a  one-for-five  reverse stock split
      declared  by  the   Company  in  1996,   and  damages  in  the  amount  of
      approximately  $28  million.  The  Complaint  was  filed  subsequent  to a
      decision  of the Court of  Appeals  of the  State of New York  reinstating
      Plaintiffs'  claim for a  declaration  that they were entitled to exercise
      the warrants in accordance  with their terms,  which claim had  previously
      been dismissed by the New York County Supreme Court,  whose  dismissal was
      affirmed by the Appellate Division, First Department. The Company served a
      Verified Answer to the Complaint, including affirmative defenses, on March
      8, 2002.  On January  30, 2003 the New York County  Supreme  Court  denied
      summary judgment motions made by both the plaintiffs and the Company,  and
      on  February  27,  2003 the court set a June  discovery  cut-off  date and
      deadline for filing of a note of issue. Although the Company believes that
      it has  substantial  defenses  to the claims and damages  sought,  at this
      time, no assurance  can be made as to what effect,  if any, the outcome of
      this  matter  will have on the Company or its  financial  position,  which
      effect  could be  material.  Accordingly,  the Company  has  entered  into
      settlement  negotiations  with the plaintiffs.  No assurances can be given
      that the Company will be able to negotiate a settlement  of this matter at
      all or on terms favorable to the Company. In the event that the Company is
      unable to arrive at an  acceptable  settlement  with the  plaintiffs,  the
      Company  intends  to  litigate  this  matter  vigorously.   Management  is
      currently  unable  to  estimate  the  amount of any  potential  settlement
      relating to this matter.

      Leases

      The Company has entered into various  operating and capital leases for the
      use of office  space and  equipment  expiring  at  various  dates  through
      December 2009. The rental leases include provisions  requiring the Company
      to pay a  proportionate  share  of  increases  in real  estate  taxes  and
      operating expenses over base period amounts.


                                      F-30
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE M (continued)

      Future minimum rental commitments under all  non-cancelable  leases are as
      follows:

                                                       Commitments
                                                       -----------
         Years ending December 31,
            2003                                        $1,032,000
            2004                                           882,000
            2005                                           903,000
            2006                                           837,000
            2007                                           671,000
            Thereafter                                   1,342,000
                                                        ----------

                                                         5,667,000

            Amounts representing interest                   (7,000)
                                                        ----------

                                                        $5,660,000
                                                        ==========

      During the fourth quarter of 2002 the Company's  licensee defaulted on its
      license  agreement  with the Company for the rental of office space at 777
      Third  Avenue.  After  taking all  measures  available  to it, the Company
      executed its right to terminate the license agreement on January 18, 2003.
      The  terminated  agreement  provided  for annual  rental of  $200,000  and
      expired on December 31, 2004. The Company has engaged a collection  agency
      to pursue its claims against the licensee.  The Company has not recorded a
      receivable,  as  the  outcome  of  the  collection  proceedings  is  still
      uncertain.

      Rent and equipment  leasing  expense for the years ended December 31, 2002
      and 2001 was $1,394,952 and $1,222,160, respectively.

NOTE N - TRANSACTIONS WITH SIGNIFICANT STOCKHOLDERS

      For the year ended December 31, 2002 the Company  granted stock options to
      purchase  1,500,000  shares of the  Company's  common stock at an exercise
      price of $1.07 and  recorded  cash  compensation  of $369,000  paid to its
      deceased,  former, Chief Executive Officer. Of the options granted 500,000
      were  vested on the date of grant,  500,000  vested on January 1, 2003 and
      500,000  vest  January 1, 2004.  For the year ended  December 31, 2001 the
      Company recorded  compensation  expense and additional  paid-in capital of
      $150,000 for services contributed by such deceased, former Chief Executive
      Officer.

      During December 2001, the Company repaid two stockholders'  notes totaling
      $490,000.


                                      F-31
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE O - REDUCTION IN WORKFORCE

During the twelve months ended December 31, 2002, the Company's  Willey Brothers
subsidiary recorded a charge,  primarily for severance and termination benefits,
of approximately  $430,000  relating to a reduction in workforce of 53 employees
which was the result of aligning Willey Brothers'  workforce with market demands
for  its  services  and  products.  All  of the  affected  employees  have  been
terminated and are no longer employed by Willey Brothers. The charge of $430,000
is included in selling, general and administrative expense at December 31, 2002.
There is no remaining liability at December 31, 2002.

NOTE P - DISCONTINUED OPERATIONS

On October 31,  2002,  the  Company  disposed  of its  majority  interest in its
subsidiary,  iMapData.com,  Inc., for  $2,000,000,  through a sale to iMapData's
minority  shareholders.  In connection  with the sale,  the Company  recorded an
impairment of $6,603,000 at September 30, 2002.

The  amounts  of the net assets  held for sale as of  December  31,  2001 are as
follows:

   Assets
      Cash and cash equivalents                         $ 1,443,000
      Goodwill                                           10,286,000
      Accounts receivable                                   465,000
      Other current assets                                  150,000
      Property and equipment, net                           174,000
      Other assets                                           99,000
                                                        -----------

            Total assets                                 12,617,000
                                                        -----------

Liabilities
      Accounts payable and accrued expenses                 399,000
      Notes payable to shareholders                         100,000
      Minority interest                                   2,948,000
                                                        -----------

            Total liabilities                             3,447,000
                                                        -----------

            Net assets held for sale                    $ 9,170,000
                                                        ===========


                                      F-32
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE P (continued)

      A summary of operating  results for iMapData,  from the period  January 1,
      2002 through October 31, 2002 and for the year ended December 31, 2001, is
      as follows:

                                                         2002         2001
                                                      ----------   ----------

         Revenues                                     $2,091,000   $1,971,000
                                                      ----------   ----------

         Cost and expenses
            Cost of revenues                           1,467,000    1,558,000
            Selling, general and administrative
               expenses                                1,254,000    1,709,000
            Impairment of goodwill                     6,603,000       -0-
            Depreciation and amortization                 82,000      808,000
                                                      ----------   ----------

                                                       9,406,000    4,075,000
                                                      ----------   ----------

         Operating loss                                7,315,000    2,104,000
                                                      ----------   ----------

         Other income (expense)
            Interest income                                8,000       36,000
            Minority interest                            323,000      365,000
                                                      ----------   ----------

                                                         331,000      401,000
                                                      ----------   ----------

         Loss before income taxes and change in
            accounting principle                       6,984,000    1,703,000

         Income taxes                                         --        8,000
                                                      ----------   ----------

         Loss before change in accounting
            Principle                                  6,984,000   $1,711,000

         Change in accounting principle                  186,000           --
                                                      ----------   ----------

         Net loss from discontinued operations        $7,170,000   $1,711,000
                                                      ==========   ==========


      In the fourth quarter ended December 31, 2001, the deferred rent liability
      recorded on the books of the Company  totaling  $336,000  was reversed and
      taken into income due to the  assignment of the lease to MKP as of October
      1, 2001.  This is  reflected in the  selling,  general and  administrative
      expense line. MKP was  classified as a discontinued  operation in the year
      ended December 31, 2000.


                                      F-33
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE Q - SUPPLEMENTAL DISCLOSURES FOR STATEMENTS OF CASH FLOWS

      On January 17, 2002 the Company issued 20,833 shares of common stock to an
      officer of the  Company  in  accordance  with the terms of his  employment
      agreement with the Company.  The shares were valued at $25,000,  the value
      of    the    compensation.    Salary    expense,    common    stock    and
      additional-paid-in-capital were increased for the transaction.

      On January 16, 2001, the Company  issued an aggregate of 1,512,500  shares
      of common stock to Thomas P. Willey and James M. Willey in connection with
      the  purchase  of Willey  Brothers.  The shares  were  valued at $4.00 per
      share.

      On January 16, 2001, in connection  with the purchase of Willey  Brothers,
      the Company  issued 50,000  shares of common stock to two Willey  Brothers
      employees.  The shares  were  valued at $4.00 per share.  Salary  expense,
      common  stock  and  additional  paid-in  capital  were  increased  for the
      transaction.

      On February 12, 2001,  the Company issued 43,000 shares of common stock to
      a consultant  who  provided  services in  connection  with the sale of the
      Company's Class A Convertible  Preferred  Stock. The shares were valued at
      $3.125 per share (the closing  price of the stock on February  12,  2001).
      Common  stock was  increased  and a net  decrease  to  additional  paid-in
      capital recorded.

      On April 6, 2001,  the Company  issued  25,000 shares of common stock to a
      consultant who provides services to the Company. The shares were valued at
      $2.50  per  share  (the  closing  price of the  stock  on March 1,  2001).
      Consulting  expense,  common stock,  and additional  paid-in  capital were
      increased for the transaction.


                                      F-34
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE Q (continued)

      On July 2, 2001,  the Company  issued  10,000  shares of common stock to a
      consultant who provides services to the Company. The shares were valued at
      $2.50  per  share  (the  closing  price of the  stock  on March 1,  2001).
      Consulting  expense,  common  stock and  additional  paid-in  capital were
      increased for the transaction.

      On July 3, 2001,  the Company  issued  100,000  options to a consultant in
      connection with a consulting agreement that expired December 31, 2001. The
      options  have  a  Black-Scholes   valuation  of  approximately   $190,000.
      Consulting  expense,  common  stock and  additional  paid-in  capital were
      increased for the transaction.

      On July 3, 2001,  the Company  issued  300,000  options to a consultant in
      connection  with a  consulting  agreement  with a term  of one  year.  The
      options have a Black-Scholes valuation of approximately $570,000.  Prepaid
      expense,  common stock and additional  paid-in  capital were increased for
      the  transaction.  The prepaid  expense was amortized over the term of the
      agreement.

      On September 26, 2001,  the Company  issued 112,500 shares of common stock
      to an  officer  of  the  Company  in  accordance  with  the  terms  of his
      employment agreement with the Company. The shares were valued at $0.97 per
      share (the  closing  price of the stock on  September  26,  2001).  Salary
      expense,  common stock and additional  paid-in  capital were increased for
      the transaction.

      On September 26, 2001, the Company issued an aggregate of 83,334 shares of
      common stock in partial  consideration  for the purchase of various assets
      of the Commonwealth  Group by Willey  Brothers.  The shares were valued at
      $.97 per share (the  closing  price of the stock on September  26,  2001).
      Other assets,  common stock and additional  paid-in capital were increased
      for the transaction.

      On October 22, 2001,  the Company  issued 55,556 shares of common stock to
      an officer of the Company in accordance  with the terms of his  employment
      agreement with the Company.  The shares were valued at $.90 per share (the
      closing price of the stock on October 22, 2001).  Salary  expense,  common
      stock and additional paid-in capital were increased for the transaction.

      On November 6, 2001,  the Company issued 5,264 shares of common stock to a
      law firm that  provides  legal  services to the  Company.  The shares were
      valued  at the fair  market  value at the time of  grant.  Legal  expense,
      common  stock  and  additional  paid-in  capital  were  increased  for the
      transaction.


                                      F-35
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 2002 and 2001

NOTE R - FOURTH QUARTER ADJUSTMENT

      During the fourth quarter of 2001, the Company  recorded  post-acquisition
      adjustments,  relating  to  pre-acquisition  contingencies  and  accruals,
      applicable to its acquisition of Willey Brothers,  on January 16, 2001, of
      approximately  $948,000. All prior quarterly amounts have been restated in
      the Company's Reports on Form 10-QSB for 2002.

NOTE S - RELATED PARTY TRANSACTIONS

      On February 1, 2002, a subsidiary of the Company  advanced  $78,000 to two
      officers  of the  subsidiary.  The  original  terms of the note called for
      payment in two  installments  on September 30, 2002 and December 31, 2002.
      The  notes  bear  interest  at  the  rate  for  Federal   short-term  debt
      instruments. At December 31, 2002, this interest rate was 2.66%.

      On April 3, 2002,  the note of one of the officers was repaid in full with
      interest.  The due date on the remaining note was extended to December 31,
      2003.


                                      F-36