Exhibit 10.8

WAIVER, dated as of November 6, 2003 (this "Waiver")

BY AND AMONG

(1)   BRANDPARTNERS GROUP, 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 and as waived by that
certain Waiver,  dated as of March 31, 2003 and that certain Waiver, dated as of
June 30, 2003 (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 to CMII certain  warrants for the purchase of 415,000 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.  Effective  as of  September  30,  2003,  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 September 30, 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 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 and


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delivered by each Company (and on the  Effective  Date such waivers shall become
effective as of September 30, 2003).

      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. 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.

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

      8.  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.

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

      10.  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.

      11.  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.

      12. 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  (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.


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      13.  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 Waiver to be duly executed all
as of the day and year first above written.

BRANDPARTNERS GROUP, INC.

By:     /s/  James F. Brooks
        -----------------------------------
        Name:  James F. Brooks
        Title:  Chief Executive Officer

WILLEY BROTHERS, INC.

By:     /s/ James F. Brooks.
        -----------------------------------
        Name:  James F. Brooks
        Title: Chief Executive Officer

CORPORATE MEZZANINE II, L.P.

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