Exhibit 10.65

                         [BrandPartners Group, Inc. L/H]


                                                               October 16, 2001




Mr. Thomas P. Willey
The Thomas P. Willey Revocable
  Trust of 1998
18 Winding Brook Drive
Stratham, NH 03885

Mr. James M. Willey
James M. Willey Trust - 1995
536 Central Road
Rye, NH 03870

Dear Tom and Jim:

      As we have discussed,  Corporate Mezzanine II, L.P. is prepared to lend to
Willey  Brothers,  Inc.  (the  "Company")  $5,000,000  to fund the growth of the
Company (the "Loan").

      This  letter  shall  confirm  that,  in  view  of  such  funding  and  the
opportunities  available  to the  Company  as a result  thereof,  in lieu of the
EBITDA  thresholds and payment  amounts set forth in Sections 4.2.1 and 4.2.2 of
the Stock  Purchase  Agreement,  dated  January 11,  2001,  for each fiscal year
covered by the Earn-Out after 2001, there shall be only one EBITDA threshold and
one payment amount, as follows: the EBITDA threshold shall be $7,000,000 and the
aggregate  amount  payable in any one fiscal year pursuant to the Earn-Out shall
be $600,000. For purposes of the Earn-Out, after 2001 all principal and interest
related to the Loan shall be included in the calculation of EBITDA.


<PAGE>

October 16, 2001
Page 2


      In addition,  in the event that any portion of the proceeds  from the Loan
are used for working capital purposes instead of for growth capital, no Earn-Out
payments  shall be made  until  such time as the  amount  used for such  working
capital purposes shall be replenished.

      Further,  with  regard to the  Subordinated  Convertible  Term  Promissory
Notes,  made January 11, 2001,  each in the principal  amount of $1,000,000 (the
"$1 Million  Notes"),  and the Subordinated  Convertible Term Promissory  Notes,
made January 11, 2001,  each in the principal  amount of $3,750,000  (the "$3.75
Million Notes;" together with the $1 Million Notes,  the "Notes"),  you agree as
follows:  (i) all  payments  due under the each of the Notes for the first three
fiscal  quarters of fiscal year 2001 shall be deferred,  and such payments shall
recommence in the fourth quarter of fiscal year 2001;  (ii) any Event of Default
(as defined in the  respective  Notes) that may have occurred prior to this date
are waived;  (iii) the  maturity  date of each of the $1 Million  Notes shall be
extended until October 11, 2003; and (iv) the maturity date of each of the $3.75
Million Notes shall be extended until October 11, 2007.

      Except  as  otherwise  set  forth in this  letter,  the terms of the Stock
Purchase Agreement and the Notes shall remain in full force and effect.

      Kindly execute each copy of this agreement  where  indicated and return to
the undersigned.

      Many thanks.

                                       Sincerely,

                                       BrandPartners Group, Inc. (formerly known
                                       as Financial Performance Corporation)

                                       By:/s/ Jeffrey S. Silverman
                                       ------------------------------
                                       Jeffrey S. Silverman, Chairman


<PAGE>

October 16, 2001
Page 3

Agreed To and Accepted
October 16, 2001

THOMAS P. WILLEY

/s/ Thomas P. Willey
--------------------

JAMES M. WILLEY

/s/ James M. Willey
-------------------

THE THOMAS P. WILLEY REVOCABLE TRUST OF 1998

By: /s/ Thomas P. Willey
    -------------------------
    Thomas P. Willey, Trustee

JAMES M. WILLEY TRUST - 1995

By: /s/ James M. Willey
    ------------------------
    James M. Willey, Trustee