Exhibit 10.71

WAIVER , dated as of March 31, 2003 (this "Waiver")

BY AND AMONG

(1)   BRANDPARTNERS, INC., a Delaware corporation ("BPG");

(2)   WILLEY BROTHERS INC., a New Hampshire corporation ("Willey",  and together
      with BPG, individually a "Company" and collectively, the "Companies"); and

(3)   CORPORATE MEZZANINE II, L.P., a British Virgin Islands limited partnership
      ("CMII").

WHEREAS,  the Companies and CMII are parties to a certain  Subordinated Note and
Warrant  Purchase  Agreement  dated as of  October  22,  2001 as amended by that
certain  Amendment  No. 1 and Waiver  dated as of May 14, 2002 and that  certain
Amendment No. 2 and Waiver dated as of August 9, 2002 (the "Purchase Agreement")
pursuant  to  which  (i)  Willey  has  issued  and  sold to CMII a  subordinated
promissory note (the "Note") in the original principal amount of $5,000,000 with
a final  maturity  of October  22, 2008 and (ii) BPG has issued and sold to CMII
certain warrants for the purchase of 450,000 shares of common stock of BPG; and

WHEREAS, Willey has requested that CMII waive certain provisions of the Purchase
Agreement as specified herein, and BPG has joined in the request; and

WHEREAS,  CMII is willing to waive certain provisions of the Purchase Agreement,
but only on the terms and conditions set forth in this Waiver.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:

      1.  Definitions.  Capitalized  terms  used in this  Waiver  shall have the
meanings given them in the Purchase Agreement unless otherwise defined herein.

      2. Affirmation of Original Purchase  Agreement.  Willey  acknowledges that
each of the Purchase Agreement and the Note is a valid and binding obligation of
the Companies,  in the case of the Purchase Agreement and of Willey, in the case
of the Note, enforceable against the Companies or Willey, as the case may be, in
accordance with its terms.

      3. Waivers.  CMII hereby waives compliance with the covenants set forth in
Section  8.3(a),  Section  8.3(b),  Section  8.3(c)  and  Section  8.3(d) of the
Purchase Agreement as at, or for the applicable period ending on March 31, 2003.

      Anything  herein  to the  contrary  notwithstanding,  (i)  CMII's  waivers
contained in this Section 3 are subject to the  satisfaction  of the  conditions
set forth in Section 4 hereof,  (ii) such  waivers  only  apply to the  specific
violations  and  provisions  noted above and (iii)  Willey is required to comply
with the provisions noted above, as amended by this Waiver,  at all times in the
future.

      4. Conditions to CMIII's  Obligations.  The waivers contained in Section 3
hereof (i) shall not become  effective until the date (the "Effective  Date") on
which CMII shall have executed and  delivered a  counterpart  of this Waiver and
CMII shall have received a counterpart of this Waiver executed


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and  delivered  by each  Company and (ii) shall remain in effect only so long as
each of (x) the Senior  Credit  Agreement and (y) the Purchase  Agreement  shall
remain in full force and effect.

      5. Reimbursement of Expenses.  Willey will pay all out-of-pocket expenses,
costs and charges incurred by CMII (including  reasonable fees and disbursements
of  counsel) in  connection  with the  preparation  and  implementation  of this
Waiver, and all documents executed

      6. Senior Credit Agreement  Amendment.  Section 8.2 of the Sixth Amendment
and Waiver  Agreement to the Senior Credit  Agreement dated as of March 18, 2003
(the "Sixth Amendment"),  provides certain restrictions on the ability of Willey
to make  payments of principal  of and interest on the Notes.  This will confirm
that CMII does not consent to the  provisions  of such section 8.2 to the extent
such provisions may be inconsistent with the Subordination Agreement. By signing
below,  Willey confirms and agrees that it will make payments under the Notes to
the extent required by the terms of the Notes and permitted by the Subordination
Agreement.

      7. Purchase Agreement and Note to Remain in Force.  Except as specifically
provided herein,  the Purchase Agreement and the Note shall remain in full force
and effect and are in all respects hereby ratified and affirmed.  From and after
the  Effective  Date,  all  references  in  the  Purchase   Agreement  to  "this
Agreement",  "hereof" or "herein" or the like,  and all  references in the other
Transaction  Documents  to the Purchase  Agreement,  shall mean and refer to the
Purchase Agreement as waived hereby.

      8. Successors and Assigns. The Agreement shall inure to the benefit of and
be binding upon the parties hereto and their successors and assigns.

      9.  Counterparts.  This Waiver may be executed  in  counterparts,  each of
which shall  constitute  an original  and all of which,  taken  together,  shall
constitute one and the same agreement.

      10. Headings. The headings in this Waiver are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.

      11.  No  Implied  Waivers.  No  failure  or  delay  on the part of CMII in
exercising any power or right hereunder  shall operate as a waiver thereof,  nor
shall any single or partial  exercise  of any such right or power  preclude  any
other or further  exercise  thereof or the  exercise of any other right or power
hereunder or under the Original Purchase  Agreement or the Note. No modification
or waiver  of any  provisions  of this  Waiver  shall in any event be  effective
unless  the  same  shall be in  writing  and  signed  by  CMII,  and  then  such
modification, waiver or consent shall be effective only in the specific instance
and for the purpose for which given.

      12.  Governing  Law.  This Waiver  shall be governed by and  construed  in
accordance with the laws of the State of New York,  without regard to principles
of conflicts of law other than Section 5-1401 of the General  Obligations Law of
the State of New York.

      13. Jurisdiction; WAIVER OF RIGHT TO JURY TRIAL. Each party to this Waiver
hereby  irrevocably agrees that any legal action or proceeding arising out of or
relating to this Waiver or any agreements or  transactions  contemplated  hereby
may be brought  in the courts of the State of New York  located in New York City
or of the United  States of America  for the  Southern  District of New York and
hereby expressly  submits to the personal  jurisdiction and venue of such courts
for the purposes  thereof and expressly  waives any claim of improper  venue and
any claim  that  such  courts  are an  inconvenient  forum.  TO THE  EXTENT  NOT
PROHIBITED BY APPLICABLE  LAW WHICH CANNOT BE WAIVED,  EACH PARTY HEREBY WAIVES,
AND COVENANTS THAT IT WILL NOT ASSERT


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(WHETHER AS PLAINTIFF,  DEFENDANT OR  OTHERWISE),  ANY RIGHT TO TRIAL BY JURY IN
ANY FORUM IN RESPECT OF ANY ISSUE,  CLAIM,  DEMAND,  ACTION,  OR CAUSE OF ACTION
ARISING OUT OF OR BASED UPON THIS WAIVER OR THE SUBJECT MATTER  HEREOF.  EACH OF
THE PARTIES  HERETO  ACKNOWLEDGES  THAT THIS WAIVER IS A MATERIAL  INDUCEMENT TO
ENTER INTO A BUSINESS RELATIONSHIP,  THAT EACH HAS ALREADY RELIED ON THIS WAIVER
IN ENTERING INTO THIS  TRANSACTION,  AND THAT EACH WILL CONTINUE TO RELY ON THIS
WAIVER IN ITS RELATED FUTURE DEALINGS.

      14.  Severability.  In the  event  that any one or more of the  provisions
contained  herein,  or the  application  thereof  in any  circumstance,  is held
invalid,  illegal or unenforceable in any respect for any reason,  the validity,
legality and  enforceability of any such provision in every other respect and of
the remaining  provisions  hereof shall not be in any way  impaired,  unless the
provisions held invalid, illegal or unenforceable shall substantially impair the
benefits of the remaining provisions hereof.


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IN WITNESS  WHEREOF,  the parties have caused this Amendment to be duly executed
all as of the day and year first above written.

BRANDPARTNERS GROUP, INC.

By: /s/ Sharon Burd
   ---------------------------------
   Name:  Sharon Burd
   Title: Chief Financial Officer

WILLEY BROTHERS, INC.

By: /s/ James Brooks
   ---------------------------------
   Name:  James Brooks
   Title: Chief Operating Officer

CORPORATE MEZZANINE II, L.P.

By: /s/ Hamad Al-Sagar
   ---------------------------------
   Name:  Hamad Al-Sagar
   Title: Chairman