Exhibit 10.11

                              EMPLOYMENT AGREEMENT

      AGREEMENT  made  as of the  10th  day of  November,  2003  by and  between
BRANDPARTNERS  GROUP,  INC., having a place of business at 777 Third Avenue, New
York,  NY 10017  (hereinafter  referred  to as  "EMPLOYER")  and  JAMES  BROOKS,
residing __________________________(hereinafter referred to as "EMPLOYEE").

                              W I T N E S S E T H:

WHEREAS,  the EMPLOYER is engaged in the business of  developing  and  marketing
providing   financial   services   firms  and  other  service   retailers   with
merchandising, branch planning and design, and creative services; and

      WHEREAS,  the  EMPLOYER is desirous of  employing  EMPLOYEE,  and EMPLOYEE
wishes to be employed by EMPLOYER in  accordance  with the terms and  conditions
set forth in this Agreement.

            NOW,  THEREFORE,  IN  CONSIDERATION  OF  THE  MUTUAL  COVENANTS  AND
            PROMISES AND OTHER GOOD AND VALUABLE  CONSIDERATION,  THE RECEIPT OF
            WHICH IS HEREBY ACKNOWLEDGED, IT IS MUTUALLY AGREED AS FOLLOWS:

      1. EMPLOYMENT DUTIES AND TERM: The EMPLOYER does hereby employ, engage and
hire  the  EMPLOYEE  as  President  of  EMPLOYER  for a  period  of one (1) year
retroactive to October 15, 2003 and terminating  October 14, 2004. The duties of
EMPLOYEE shall include, but not be limited to, acting as Chief Executive Officer
of EMPLOYER and its subsidiary,  Willey Brothers  EMPLOYEE will perform services
on behalf of EMPLOYER with respect to the management and general  supervision of
the business of EMPLOYER.

      2. GOOD FAITH PERFORMANCE OF DUTIES:  The EMPLOYEE agrees that he will, at
all times, faithfully, industriously, and to the best of his ability, experience
and  talent,  perform  all of the duties  that may be  required of and from him,
pursuant to the expressed and implicit term hereof.

      3.  COMPENSATION:  EMPLOYER  shall pay to the  EMPLOYEE,  and the EMPLOYEE
agrees to accept from the EMPLOYER,  in full payment for the EMPLOYEE's services
hereunder, compensation at the rate of $300,000 per annum. EMPLOYEE will be paid
bi-weekly,  in  accordance  with the  subsidiary  of  EMPLOYER's  usual  payroll
practice during the term of the within Agreement.


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      4. STOCK OPTIONS: In addition,  EMPLOYER agrees to issue to EMPLOYEE stock
options, as follows:

      o     Options to purchase  500,000  shares of common  stock of Employer at
            $0.20 per share;

      o     Options to purchase  500,000  shares of common  stock of Employer at
            $0.30 per share.

            All options  vest as of the date this  agreement is executed by both
parties and are  exercisable  for a period of five years from the effective date
of this  Agreement,  subject  to the  terms  and  conditions  contained  herein.
EMPLOYER  will  grant  EMPLOYEE  piggyback  registration  rights  for the shares
underlying  the  options  and will seek to include  the  options in an  existing
approved  option  benefits plan and register the  underlying  shares by way of a
Form S-8.

      5.  VACATION:  Paid  vacation  (taken  consecutively  or in  segments)  in
accordance with the EMPLOYER's policies generally applicable to other executives
of the  Company  from  time to  time,  taken  at  such  times  as is  reasonably
consistent  with  proper  performance  by  Employee  of  Employee's  duties  and
responsibilities hereunder.

      6.  DEDICATION  OF TIME:  EMPLOYEE  shall devote all of his working  time,
attention,  knowledge  and skill  solely and  exclusively  to the  business  and
interest of the EMPLOYER. The EMPLOYEE expressly agrees that he will not, during
the term hereof or for one (1) year from the termination of this  Agreement,  be
involved directly or indirectly,  in any form,  fashion or manner, as a partner,
officer, director,  stockholder (owning in excess of 4.9%), advisor,  consultant
or employee in any other  business  similar to or in any way competing  with the
business of the EMPLOYER.  Nothing herein  contained shall,  however,  limit the
rights of the EMPLOYEE to own up to 5% of the capital stock or other  securities
of any  corporation,  whose stock or  securities  are  publicly  owned or traded
regularly on a public exchange or in the over-the-counter  market, or to prevent
the EMPLOYEE from investing financially in, or limiting the EMPLOYEE's rights to
invest  financially  in, other  businesses not allied with or competing with the
business of the  EMPLOYER,  as long as EMPLOYEE  continues  to devote all of his
working time,  attention,  knowledge and skill,  solely and  exclusively  to the
business and interest of the  EMPLOYER.  EMPLOYEE  will be permitted to serve on
the Board of Directors of publicly owned companies.

      7.  CONFIDENTIALITY:  During the terms of EMPLOYEE's employment under this
Agreement,  and for one (1) year thereafter,  the EMPLOYEE  specifically  agrees
that he will not, at any time, in any fashion,  form or manner,  either directly
or indirectly,  use,  divulge,  disclose or  communicate to any person,  firm or
corporation,   in  any  manner  whatsoever,   any  confidential  or  proprietary
information of any kind, nature or description  concerning any matters affecting
or relating to the  business of the  EMPLOYER  including,  without  limiting the
generality of the foregoing, any of its customers, its manner of operations, its
plans, its ideas, processes,  programs, its intellectual property or other data,
information or materials of any kind,  nature or description,  without regard to
whether  any or all of the  foregoing  matters  shall  be  deemed  confidential,
material or important.  The parties hereto  stipulate that, as between them, the
same are important, material,  confidential and gravely affect the effective and
successful  conduct of the business of the EMPLOYER and its  goodwill,  and that
any breach of


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the terms of this  Paragraph  is a material  breach  thereof,  except  where the
EMPLOYEE  shall be acting on behalf of the EMPLOYER.  EMPLOYEE  understands  and
agrees that, in the event that EMPLOYEE  violates the terms and  conditions,  as
stated in this Paragraph,  that he will be subject to an injunction and damages,
and  understands  and  agrees  that  EMPLOYER's  remedy to  prevent  further  or
continued  damages  will  include a petition  for  injunctive  relief.  EMPLOYEE
expressly  acknowledges  that the  restrictions  contained in this Paragraph are
reasonable  and  are  properly  required  for  the  adequate  protection  of the
EMPLOYER's interests.

            EMPLOYEE further  understands and agrees that EMPLOYER,  in entering
into this Agreement, is relying upon EMPLOYEE's representation and warranty that
all trade  secrets and other  proprietary  information  of EMPLOYER will be kept
strictly  confidential  by EMPLOYEE  and not  utilized by EMPLOYEE in any manner
whatsoever  other than on  EMPLOYER's  behalf  during  the course of  EMPLOYEE's
employment with EMPLOYER.

      8.  NON-COMPETITION:  EMPLOYEE  agrees  that,  during  the  term  of  this
Agreement  and for one (1) year after  termination  hereof,  he shall  not,  for
himself or any third party, directly or indirectly,  divert or attempt to divert
from the EMPLOYER or its  subsidiaries or affiliates any business of any kind in
which it is engaged or employed, or solicit for employment,  any person employed
by the EMPLOYER or by any of its  subsidiaries or affiliates,  during the period
of  such  person's   employment.   EMPLOYEE  expressly   acknowledges  that  the
restrictions  contained  in this  paragraph  are  reasonable  and  are  properly
required for the adequate protection of the EMPLOYER's interests.

      9. EARLY TERMINATION: It is expressly understood and agreed that the terms
of this Agreement,  may be terminated by the EMPLOYER prior to October 14, 2004,
upon the occurrence of any of the following events:

            (a) Automatically and without notice upon the death of the EMPLOYEE;
it is also understood that EMPLOYEE will be entitled to three (3) months' salary
which will be payable to his estate;

            (b) Persistent absenteeism on the part of the EMPLOYEE, which in the
reasonable  judgment of the Board of  Directors of the Company is having or will
have a material adverse effect on the performance of the EMPLOYEE's duties under
this Agreement;

            (c)  Deliberate and willful  failure to perform normal  services and
duties  required  of  EMPLOYEE  pursuant  to  this  Agreement,   except  if  the
performance of such duties or services would result in a violation of EMPLOYEE's
fiduciary  responsibility  to  the  Company  and  its  shareholders  or  is in a
violation of applicable laws;

            (d) Any  willful  act or  failure  to act,  which in the  reasonable
opinion  of the  Board,  is in bad faith and to the  material  detriment  of the
EMPLOYER;

            (e) Conviction of a felony involving moral turpitude or dishonesty;


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            (f) Total or  partial  disability  of the  EMPLOYEE  for a period of
three (3) consecutive  months or ninety (90) days, in the aggregate,  so that he
is prevented from satisfactorily performing a substantial part of his duties; it
being understood that that EMPLOYEE will be entitled to three (3) months' salary
upon such termination;  it being further understood and agreed that any proceeds
received by EMPLOYEE from a policy of disability benefits insurance or any other
proceeds received from any Federal, State or Municipal agency of government will
be credited to the amount of compensation paid to EMPLOYEE by EMPLOYER; and

            (g) Fraudulent misconduct of the EMPLOYEE.

In the event of early  termination  for any reason  stated in  paragraphs 9 (a),
(b), (c), (d), (e), (f), or (g) all vested options will lapse immediately and be
null and void.

                  The Agreement shall not be terminated by any:

                  (x)  Merger or  consolidation,  where the  Company  is not the
consolidating or surviving; or

                  (y) Transfer of all or a substantial majority of the assets of
the Company;

                  (z)  Acquisition  or control of fifty percent (50%) or more of
the Company's issued and voting equity share capital by any party, or by parties
acting in concert or under common control.

                  In the event of any merger or  consolidation  or  transfer  of
all, or a substantial  majority,  of the assets of the Company or acquisition or
control of fifty  percent  (50%) (or an amount of stock  ownership  that has the
ability to elect the Board of Directors  of  EMPLOYER) or more of the  Company's
issued  and voting  equity  share  capital by any party or by parties  acting in
concert or under  common  control,  the  surviving  or  resulting  entity or the
transferee  or  transferees  of the  Company's  assets or its  issued and voting
equity  share  capital,  shall be bound by, and shall have the  benefit  of, the
provision of this Agreement,  and the Company shall endeavor to take all actions
necessary to ensure that such entity or transferee or transferees shall be bound
by the  provisions of the  Agreement.  Moreover,  in the event of such merger or
consolidation, or transfer of all or a substantial majority of the assets of the
Company or acquisition of the Company of the Company's  issued and voting equity
share  capital as  aforesaid,  the  EMPLOYEE  may, at his  option,  at any time,
continue his employment  under the terms of this  Agreement,  or upon giving not
less than  thirty  (30) days  notice at any time,  by  registered  mail,  to the
registered  office  of  the  Company,  requiring  the  Company  to  effect  full
settlement of all the EMPLOYEE's entitlements under the terms of this Agreement,
which settlement  shall also include the payment of EMPLOYEE's  remuneration for
the full term of the Agreement.

                  In the event EMPLOYEE  terminates  this Agreement prior to the
end of its term, all options will lapse immediately and be null and void.

      10. BENEFITS:  EMPLOYER agrees that EMPLOYEE will be entitled,  during the
term, to all fringe  benefits in effect for executive  officers of the EMPLOYER,
such as


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no-contribution medical insurance, housing, meal and car allowances

      11. SEVERANCE: In the event this Agreement is terminated by EMPLOYER prior
to the end of its term for any reason  other than those set forth in  paragraphs
9(a) through 9(g) herein,  then in that event  EMPLOYEE  will be entitled to six
(6) months compensation payable in a gross amount over a six (6) month period.

            If EMPLOYEE  is  terminated  for any reason set forth in  paragraphs
9(a) through  9(g),  then EMPLOYEE will not be entitled to any form of severance
except as otherwise provided in paragraphs 9(a) and (f) above.

      12. NO  WAIVER:  The  parties  hereto do  further  agree that no waiver or
modification  of this  Agreement or of any  covenant,  condition  or  limitation
herein  contained,  shall be valid,  unless in writing and duly  executed by the
party to be  charged  therewith,  and that no  evidence  of any  proceedings  or
litigation  between  either of the  parties  arising  out of or  affecting  this
Agreement or the rights and  obligations of any party  hereunder  shall be valid
and binding unless such waiver or modification is in writing, duly executed, and
the parties  further  agree that the  provisions  of this  paragraph  may not be
waived except as herein set forth.

      13. GOVERNING LAW: The parties hereto agree that it is their intention and
covenant that this Agreement and the performance hereunder shall be construed in
accordance  with and under the laws of the State of New York, and that the terms
hereof may be enforced in any court of competent  jurisdiction  in an action for
specific  performance which may be instituted under this Agreement,  and that in
the event of any dispute or claim under the within Agreement,  that same will be
resolved in the Courts of the State of New York.

      14.  OPPORTUNITY  TO REVIEW:  EMPLOYEE and EMPLOYER  warrant and represent
that  each  has  had  sufficient  and  adequate   opportunity  to  consult  with
independent counsel concerning the within Agreement,  and has requested that the
firm of Baratta & Goldstein prepare the within Agreement, and is aware that said
firm is relying  upon the within  representation  prior to the parties  entering
into the Agreement herein.

      15. NOTICES: All notices required or permitted to be given by either party
hereunder  shall be in writing and mailed by  registered  mail,  return  receipt
requested and by regular mail to the other party addressed as follows:

               If to EMPLOYER at:
               BrandPartners Group, Inc.
               777 Third Avenue
               New York, NY  10017

               If to EMPLOYEE at:
               James Brooks
               c/o BrandPartners Group, Inc.
               777 Third Avenue
               New York, NY  10017


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Any notice mailed,  as provided above,  shall be deemed completed on the date of
receipt, or five (5) days from the postmark on said postal receipt.

      16.  CAPTION  HEADINGS:  Caption  headings in this  Agreement are provided
merely for convenience and are of no force and effect.

      17.  ENTIRE  AGREEMENT:  This  Agreement  contains  the total  and  entire
Agreement  between the  parties  and shall,  as of the  effective  date  hereof,
supersede  any and  all  other  Agreements  between  the  parties.  The  parties
acknowledge and agree that neither of them has made any representations that are
not specifically set forth herein,  and each of the parties hereto  acknowledges
that he or it has relied upon his or its own judgment in entering into same, and
that the  within  Agreement  has been  approved  by the  EMPLOYERS  compensation
committee and its board of directors.

      IN WITNESS  WHEREOF,  the parties have  hereunto set their hands and seals
the day, month and year first above written.

                                                 BRANDPARTNERS GROUP, INC.

                                            By:  /s/ J. Weldon Chitwood
                                                 -------------------------------

                                                 /s/ James Brooks
                                                 -------------------------------
                                                 JAMES BROOKS


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