Exhibit 10.4

THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE AND MAY NOT BE SOLD,
TRANSFERRED   OR  OTHERWISE   DISPOSED  OF  EXCEPT   PURSUANT  TO  AN  EFFECTIVE
REGISTRATION  STATEMENT UNDER SUCH ACT AND APPLICABLE  STATE  SECURITIES LAWS OR
PURSUANT TO AN APPLICABLE  EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF SUCH
ACT AND SUCH LAWS. THE SALE OR OTHER TRANSFER OF THIS WARRANT IS ALSO SUBJECT TO
THE  RESTRICTIONS  ON  TRANSFER  SET  FORTH  IN  SECTION  10.3 OF THE  "PURCHASE
AGREEMENT" (AS HEREINAFTER DEFINED).

THIS  WARRANT  AND THE  OBLIGATIONS  OF THE  COMPANY  AND WILLEY  BROTHERS  INC.
("WILLEY")  ARISING  HEREUNDER ARE  SUBORDINATED IN THE MANNER AND TO THE EXTENT
SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR  AGREEMENT DATED AS OF
OCTOBER 22, 2001,  AS SUCH  SUBORDINATION  AND  INTERCREDITOR  AGREEMENT  MAY BE
AMENDED,  MODIFIED  OR  SUPPLEMENTED  FROM  TIME TO  TIME,  (THE  "SUBORDINATION
AGREEMENT") BY AND AMONG CORPORATE  MEZZANINE II, L.P., WILLEY AND FLEET CAPITAL
CORPORATION  FROM  TIME  TO  TIME;  AND  EACH  HOLDER  OF THIS  WARRANT,  BY ITS
ACCEPTANCE  HEREOF,  SHALL  BE  BOUND  BY THE  PROVISIONS  OF THE  SUBORDINATION
AGREEMENT.

                                                             Warrant to Purchase
                                                                10,000 shares of
                                                                    Common Stock
                                                              September 30, 2003

                            BRANDPARTNERS GROUP, INC.

                          COMMON STOCK PURCHASE WARRANT

                           Void after October 22, 2011

BRANDPARTNERS  GROUP,  INC.  (the  "Company"),  a Delaware  corporation,  hereby
certifies  that for value  received,  CORPORATE  MEZZANINE  II,  L.P., a British
Virgin Island limited partnership,  or its successors or assigns (the "Holder"),
is entitled to purchase,  subject to the terms and  conditions  hereinafter  set
forth,  an  aggregate of 10,000  fully paid and  nonassessable  Shares of Common
Stock of the Company,  at an aggregate  exercise  price of US$0.24 per Share (as
adjusted  from time to time in accordance  with the terms hereof,  the "Purchase
Price"),  subject to adjustment as provided herein,  at any time or from time to
time beginning on the date hereof and prior to 5:00 P.M., New York City time, on
October 22, 2011 (the "Expiration Date").

This Warrant is issued pursuant to the  Subordinated  Note and Warrant  Purchase
Agreement (as amended,
<PAGE>

modified or supplemented from time to time, the "Purchase Agreement"),  dated as
of October 22, 2001,  by and among the  Company,  Willey  Brothers  Inc. and the
Holder,  and is subject to the terms thereof.  Capitalized terms used herein and
not  otherwise  defined  shall  have the  meanings  assigned  such  terms in the
Purchase  Agreement.  The Holder is  entitled  to the rights and  subject to the
obligations contained in the Purchase Agreement.

1.    Definitions

      For the  purposes  of this  Warrant,  the  following  terms shall have the
      meanings indicated:

      "Act" means the  Securities  Act of 1933,  as amended,  together  with the
      rules and regulations promulgated thereunder from time to time.

      "Affiliate"  shall mean any Person  directly  or  indirectly  controlling,
      controlled by or under common  control with,  the Holder.  For purposes of
      this definition, "control" (including with correlative meanings, the terms
      "controlling", "controlled by" and "under common control with") shall mean
      the  possession,  directly or indirectly,  of the power to direct or cause
      the direction of the management and policies of a Person,  whether through
      the ownership of voting securities, by contract or otherwise.

      "Business  Day" shall mean any day other than a Saturday,  Sunday or other
      day on which  commercial  banks in the City of New York are  authorized or
      required by law or executive order to close.

      "Call  Closing  Date"  shall  have the  meaning  ascribed  to such term in
      Section 17 below.

      "Call Notice"  shall have the meaning  ascribed to such term in Section 17
      below.

      "Closing  Price"  shall mean,  with respect to each Share for any day, (a)
      the last  reported  sale price  regular way or, in case no such sale takes
      place on such day, the average of the closing bid and asked prices regular
      way,  in either  case as reported  on the  principal  national  securities
      exchange on which the Shares are listed or admitted  for trading or (b) if
      the  Shares  are not  listed  or  admitted  for  trading  on any  national
      securities exchange, the last reported sale price or, in case no such sale
      takes place on such day,  the average of the highest  reported bid and the
      lowest reported asked quotation for the Shares, in either case as reported
      on the NASDAQ or a similar  service if NASDAQ is no longer  reporting such
      information.

      "CMII" shall mean Corporate Mezzanine II, L.P.

      "CMII Holder" means CMII and following the  assignment  (prior to any full
      or partial  exercise  hereunder)  by CMII of this  Warrant  in whole,  the
      Person to whom this Warrant shall have been so assigned.

      "Commission"  shall mean the Securities  and Exchange  Commission or other
      federal  agency then  administering  the Act and other federal  securities
      laws.

      "Common  Stock" shall mean each class of capital stock of the Company that
      is not limited as to a


                                       2
<PAGE>

      fixed sum or percentage of par or stated value in respect of rights of the
      holders  thereof to  participate in dividends or  distributions  of assets
      upon any liquidation or winding up of the Company.

      "Company"  shall  have the  meaning  ascribed  to such  term in the  first
      paragraph of this Warrant.

      "Election to Purchase  Common  Stock"  shall have the meaning  ascribed to
      such term in Subsection 2(a).

      "Exercise Date" shall have the meaning ascribed to such term in Subsection
      2(d).

      "Exercise  Rate" shall have the  meaning  ascribed to such term in Section
      3(c).

      "Excluded Issued Warrant Share" shall mean, at any time, an Issued Warrant
      Share that (i) has been registered pursuant to a Registration Statement as
      of such time or (ii) can be sold under and in accordance with Rule 144K of
      the Rules under the Act, at such time.  Notwithstanding the foregoing,  an
      Issued Warrant Share that would be an Excluded  Warrant Share, but for the
      exercise  of this  Warrant  for such Issued  Warrant  Share under  Section
      2(b)(i) hereof (i.e.,  a "cash"  exercise),  shall  constitute an Excluded
      Issued Warrant Share.

      "Expiration  Date"  shall have the  meaning  ascribed  to such term in the
      first paragraph of this Warrant.

      "Excluded  Warrant  Shares" shall mean Warrant Shares that,  upon issuance
      pursuant to a cashless  exercise  under  2(b)(ii),  2(b)(iii)  or 2(b)(iv)
      hereof could be sold under and in  accordance  with Rule 144K of the Rules
      under the Act. Upon actual  issuance,  Warrant Shares shall not constitute
      "Excluded  Warrant Shares" and shall  constitute  "Excluded Issued Warrant
      Shares" to the extent and so long as they satisfy the requirements of such
      definition.

      "Fair Market Value" shall be determined in accordance with Section 3(b).

      "First  Trading  Day"  shall  have the  meaning  ascribed  to such term in
      Section 15(c).

      "Formula  Price" shall mean, at any time, the value for each Warrant Share
      or Issued Warrant Share  obtained by dividing (A) the product  obtained by
      multiplying  (I) .045 times (II) the amount,  if any,  that (i) the sum of
      (a) the product of (x) the trailing  twelve months EBITDA of Willey ending
      on the last day of the calendar  month ending on or most recently prior to
      the date of the Put Notice, Issued Warrant Put Notice or Call Notice times
      (y) 6.5,  plus (b) cash and cash  equivalents  on hand of Willey,  exceeds
      (ii) the sum of (x) Senior  Debt of Willey  plus (y) the then  outstanding
      principal amount of the Notes, plus (z) the then outstanding  principal of
      the Seller Notes by (B) the aggregate  number of Warrant  Shares  issuable
      upon exercise of this Warrant and Issued Warrant Shares;  provided,  that,
      the  aggregate  value of all  Warrant  Shares  and Issued  Warrant  Shares
      calculated  pursuant to this  definition of Formula Price shall not exceed
      that amount,  which when added to all interest,  premium and the placement
      fee,  paid to the CMII (it  successors  and  assigns)  with respect to the
      Notes (in each case in cash), and assuming the timely and complete payment
      of  principal of the Notes in cash,  would result in CMII (its  successors
      and assigns) realizing the sum of (i) a 35% internal rate of return on its
      investment  in the  Notes and this  Warrant  as of the Put


                                       3
<PAGE>

      Closing Date,  Issued  Warrant Share Put Closing Date or Call Closing Date
      specified  in the Put  Notice,  Issued  Warrant  Share Put  Notice or Call
      Notice,  as applicable,  plus (ii) interest at 16% per annum on the amount
      of the Warrant Repurchase Price from such Put Closing Date, Issued Warrant
      Share Put Closing Date or Call Closing  Date, as  applicable,  through the
      date of receipt by CMII (its successors and assigns) of payment in full of
      the Warrant  Repurchase  Price  (whether  payable in cash, a Put Note or a
      combination  thereof and  whether  the Company has taken the  Registration
      Option).  For the purposes of  calculating  such  internal rate of return,
      payment in cash of that portion of principal  of Notes  constituting  "PIK
      Amounts" (as defined therein) added to the "Accreted Principal Amount" (as
      defined  therein) in lieu of cash  payment  interest  shall be included as
      payments to CMII (its successors and assigns) of interest.

      "Fully Diluted  Shares" shall mean at any time (i) all Shares  outstanding
      as of such time,  and (ii) all Shares into or for which  rights,  options,
      warrants or other securities  outstanding as of such time are exercisable,
      exchangeable or convertible (other than the Warrants).

      "Holder"  shall  have  the  meaning  ascribed  to such  term in the  first
      paragraph and Section 9 of this Warrant.

      "Issued  Warrant  Shares" shall have the meaning  ascribed to such term in
      Section 16 below.

      "Issued Warrant Share Put Notice" shall have the meaning  ascribed to such
      term in Section 16 below.

      "Issued Warrant Share Put Closing Date" shall have the meaning ascribed to
      such term in Section 16 below.

      "Liquidity  Event" shall mean (i) a consolidation  or merger involving the
      Company  in  which a Change  in  Control  occurs  or (ii) a sale of all or
      substantially all of the assets of the Company.

      "NASDAQ"  shall  mean  the  Automatic  Quotation  System  of the  National
      Association of Securities Dealers, Inc.

      "New Warrant" shall have the meaning ascribed to such term in Section 4.

      "Person" shall mean any individual, firm, corporation, partnership, trust,
      incorporated or  unincorporated  association,  joint venture,  joint stock
      company,  government  (or an agency or political  subdivision  thereof) or
      other entity of any kind,  and shall  include any  successor (by merger or
      otherwise) of such entity.

      "Purchase  Agreement"  shall have the meaning ascribed to such term in the
      second paragraph of this Warrant.

      "Purchase Price" shall have the meaning ascribed to such term in the first
      paragraph of this Warrant.

      "Put  Notice"  shall have the meaning  ascribed to such term in Section 15
      below.

      "Put Closing Date" shall have the meaning ascribed to such term in Section
      15 below.


                                       4
<PAGE>

      "Put Note"  shall  have the  meaning  ascribed  to such term in Section 15
      below.

      "Put Restrictions" shall have the meaning ascribed to such term in Section
      15 below.

      "Registration  Option"  shall have the  meaning  ascribed  to such term in
      Section 15 below.

      "Registration  Statement"  shall mean a registration  statement  under the
      Act.

      "Repurchase Event" shall have the meaning ascribed to such term in Section
      15 below.

      "Shares"  shall mean the shares of Common  Stock of the  Company,  and any
      other securities  resulting from successive changes or reclassification of
      such shares.

      "Time of  Determination"  shall have the meaning  ascribed to such term in
      Section 3(c) below.

      "Warrant"  shall  mean this  Warrant  and any  subsequent  Warrant  issued
      pursuant to Subsection 2(c).

      "Warrant  Register"  shall  have  the  meaning  ascribed  to such  term in
      Subsection 10(c).

      "Warrant Repurchase Price" shall be the amount obtained by (i) multiplying
      (a) the number of  Warrants  Shares or Issued  Warrant  Shares  subject to
      repurchase by (b) (1) in the event the Warrant Repurchase Price is payable
      to a CMII  Holder,  the greater of (x) the Fair Market Value per Share and
      (y) the Formula Price per Share or (2) in any other event, the Fair Market
      Value per Share and (ii)  subtracting  therefrom  the  aggregate  Purchase
      Price for such Warrant  Shares  (without such  subtraction  in the case of
      repurchase of Issued Warrant Shares).

      "Warrant  Shares"  shall mean the Shares  issuable  upon  exercise  of the
      Warrant and, except where the context  otherwise  requires,  shall include
      Issued Warrant Shares.

      "Willey"  shall  have the  meaning  given in the first  paragraph  of this
      Warrant.

2.    Exercise of Warrant

      (a)   Exercise

            This Warrant may be  exercised,  in whole or in part, at any time or
            from time to time during the period beginning on the date hereof and
            ending on the Expiration Date, by surrendering to the Company at its
            principal office this Warrant, with the form of Election to Purchase
            Common Stock (the  "Election  to Purchase  Common  Stock")  attached
            hereto as Exhibit A duly executed by the Holder and  accompanied  by
            payment of the Purchase Price for the number of Shares  specified in
            such form.

      (b)   Delivery of Shares; Payment of Purchase Price

            As soon as practicable  after  surrender of this Warrant and receipt
            of payment,  the  Company  shall  promptly  issue and deliver to the
            Holder a certificate  or  certificates  for the number of Shares set
            forth in the  Election to  Purchase  Common  Stock,  in such name or
            names as may be  designated  by such Holder,  along with a check for
            the  amount  of cash to


                                       5
<PAGE>

            be paid in lieu of issuance of fractional  Shares,  if any, pursuant
            to Section 6. Payment of the  Purchase  Price may be made as follows
            (or by any  combination  of the  following):  (i) in  United  States
            currency by cash or delivery  of a  certified  check,  bank draft or
            postal or express  money order  payable to the order of the Company,
            (ii) by  assigning  to the  Company  all or any  part of the  unpaid
            principal  amount of the  Notes  held by the  Holder in a  principal
            amount equal to the Purchase  Price,  (iii) by surrender of a number
            of Shares held by the Holder at least equal to the quotient obtained
            by dividing  (A) the  Purchase  Price  payable  with  respect to the
            portion of this Warrant then being  exercised by (B) the Fair Market
            Value on the Exercise Date, or (iv) by  cancellation  of any portion
            of this  Warrant with respect to the number of Shares equal at least
            to the  quotient  obtained by dividing  (A) the product  obtained by
            multiplying  (i) the  number of Shares  with  respect  to which this
            Warrant is being  exercised  times (ii) the Purchase Price per Share
            by (B) the difference between (1) Fair Market Value of the number of
            Shares to be cancelled on the  Exercise  Date,  and (2) the Purchase
            Price per Share.

      (c)   Partial Exercise

            If this  Warrant  is  exercised  for  less  than  all of the  Shares
            purchasable  under this  Warrant,  the  Company  shall  cancel  this
            Warrant upon  surrender  hereof and shall execute and deliver to the
            Holder a new  Warrant  of like  tenor for the  balance of the Shares
            purchasable hereunder.

      (d)   When Exercise Effective

            The exercise of this Warrant shall be deemed to have been  effective
            immediately  prior to the close of business on the  Business  Day on
            which  this  Warrant is  surrendered  to and the  Purchase  Price is
            received by the Company as provided in this Section 2 (the "Exercise
            Date") and the Person in whose name any certificate for Shares shall
            be issuable  upon such  exercise,  as provided in  Subsection  2(b),
            shall be  deemed to be the  record  holder  of such  Shares  for all
            purposes on the  Exercise  Date  provided,  that the Holder shall be
            responsible  for any taxes or other costs and  expenses  incurred in
            connection with transferring the Warrant.

3.    Adjustment of Purchase Price and Number of Capital Shares

      The Purchase Price and the number of Shares issuable upon exercise of this
      Warrant  shall be adjusted  from time to time upon the  occurrence  of the
      following events:

      (a)   Dividend,  Subdivision,  Combination or  Reclassification of Capital
            Shares

            If the Company shall,  at any time or from time to time, (i) declare
            (A) a  dividend  on,  or (B) a  distribution  in  respect  of Shares
            payable in additional Shares,  (ii) subdivide the outstanding Shares
            into a larger number of Shares, (iii) combine the outstanding Shares
            into a smaller  number of Shares,  or (iv) issue any Shares or other
            interests in a  reclassification  of the Shares  (including any such
            reclassification in connection with a consolidation or merger), then
            in each such case,  the Purchase  Price in effect at the time


                                       6
<PAGE>

            of the record  date for such  dividend or of the  effective  date of
            such subdivision,  combination or  reclassification  or other event,
            and the number and kind of Shares or interests issuable on such date
            shall be proportionately  adjusted so that the Holder of any Warrant
            exercised after such date shall be entitled to receive, upon payment
            of the same aggregate  amount as would have been payable before such
            date, the aggregate number and kind of Shares or interests which, if
            such Warrant had been exercised immediately prior to such date, such
            Holder  would have owned upon such  exercise  and been  entitled  to
            receive  by virtue of such  dividend,  subdivision,  combination  or
            reclassification.   Any  such  adjustment   shall  become  effective
            immediately  after the record date of such dividend or the effective
            date of such  subdivision,  combination  or  reclassification.  Such
            adjustment  shall be made  successively  whenever  any event  listed
            above shall occur.  If such a dividend is declared and such dividend
            of the type  described  above is not paid,  the Purchase Price shall
            again be adjusted  to be the  Purchase  Price in effect  immediately
            prior to such record date and any  adjustment  made to the number of
            Shares issuable to the Holder under this Warrant as a consequence of
            the declaration of such dividend shall be reversed.  Notwithstanding
            the foregoing,  in the event that the Company shall,  at any time or
            from time to time,  declare a dividend on or distribution in respect
            of Shares payable in cash or other property  (except  Shares),  then
            the Holder shall be entitled to receive,  and the Company  shall pay
            the Holder, the amount obtained by multiplying (x) the amount of the
            cash dividend declared per Share or the value (as determined in good
            faith by the Board of Directors of the Company) of any such non-cash
            dividend per Share by (y) the total number of Shares into which this
            Warrant is  exercisable  on the record  date set for the  payment of
            such dividend notwithstanding the fact that the Warrant has not been
            exercised by the Holder on such date.

      (b)   Determination of Fair Market Value

            For the purposes hereof, the Fair Market Value per Share on any date
            shall be as is  agreed to by the  Company  and the  Holder  (and the
            Company and the Holder shall  attempt to agree upon such Fair Market
            Value  within  ten (10)  days).  If the  Company  and the Holder are
            unable to agree upon the Fair Market Value per Share within said ten
            (10) day period,  then the Fair  Market  Value per Share on any date
            shall be deemed to be the  average  of the daily  Closing  Price per
            Share for the 20  consecutive  trading days ending on such date (or,
            for the purposes of Section 15(c), ending on the First Trading Day).
            If the Shares are not listed or admitted for trading on any national
            securities  exchange or quoted by NASDAQ or a similar  service,  and
            the parties are unable otherwise to mutually and promptly agree upon
            Fair  Market  Value,  then the  Company,  on the one  hand,  and the
            Holder,  on the  other  hand,  shall  each  promptly  appoint  as an
            appraiser  an  individual  who  shall  be a member  of a  nationally
            recognized   investment   banking  firm.  Each  appraiser  shall  be
            instructed  within  30 days of  appointment  to  determine  the Fair
            Market  Value  per  Share  as of such  date.  If the two  appraisers
            thereupon  are  unable to agree on the Fair  Market  Value per Share
            within such 30-day period,  then the two appraisers,  within 10 days
            after the end of such 30-day  period,  shall jointly  select a third
            appraiser.  The  third  appraiser  shall,  within  30  days  of  its
            appointment,  determine,  in good faith,  the Fair Market  Value per
            Share  and


                                       7
<PAGE>

            such  determination  shall be  controlling.  If any  party  fails to
            appoint an appraiser or if one of the two initial  appraisers  fails
            after  appointment  to submit  its  appraisal  within  the  required
            period,  then the  appraisal  submitted by the  remaining  appraiser
            shall be controlling.  The cost of the foregoing appraisals shall be
            shared one-half by the Company and one-half by the Holder; provided,
            however,  in the event a third  appraiser is utilized and one of the
            two initial  appraisals  (but not the other  initial  appraisal)  is
            greater than or less than the  appraisal by such third  appraiser by
            10% or more, then the cost of all of the foregoing  appraisals shall
            be borne by the  party who  appointed  the  appraiser  who made such
            initial appraisal.

      (c)   Dilutive Issuances

            If the Company shall,  at any time and from time to time,  after the
            date  hereof,  directly  or  indirectly,  sell or issue  any  Shares
            (regardless  of  whether  originally  issued  or from the  Company's
            treasury),   or  rights,   options,   warrants  or   convertible  or
            exchangeable  securities  containing  the right to subscribe  for or
            purchase any Capital Shares, or make any  distributions  (other than
            (i)  distributions  received by the Holder pursuant to Section 3(b),
            (ii) upon  exercise of this  Warrant,  (iii) the  issuance of Shares
            pursuant to options,  warrants,  convertible  securities and similar
            rights  outstanding  on the date of this  Warrant and  described  in
            reports  filed by the  Company  with  the  Securities  and  Exchange
            Commission  pursuant  to Section 13 or 15(d) of the  Securities  and
            Exchange Act or (iv) issued  pursuant to any employee  stock option,
            stock  purchase or other benefit plan) as a result of which the Fair
            Market  Value per Share  immediately  after such sale,  issuance  or
            distribution  represents a lesser  amount than the Fair Market Value
            per Share immediately  prior to such sale,  issuance or distribution
            (the "Time of  Determination"),  then, the number of Shares issuable
            upon the  exercise of this Warrant  (the  "Exercise  Rate") shall be
            adjusted in accordance with the formula:

                                 E' = E x O + N
                                          -----
                                          O + N x P
                                              -----
                                                  M

            and the  Purchase  Price shall be adjusted  in  accordance  with the
            following formula:

                               PP' =   PP  x   E
                                               -
                                               E'

            where:

                  E' =  the adjusted Exercise Rate.

                  E  =  the Exercise Rate immediately prior to the time of
                        determination for any such issuance, sale or
                        distribution.

                  PP'=  the adjusted Purchase Price.


                                       8
<PAGE>

                  PP =  the Purchase Price immediately prior to the Time of
                        Determination for any such issuance, sale or
                        distribution.

                  O  =  the number of Fully Diluted Shares outstanding
                        immediately prior to the time of determination for any
                        such issuance, sale or distribution.

                  N  =  the number of additional Shares issued, sold or
                        issuable upon exercise of such rights, options, warrants
                        or other securities.

                  P  =  the per share price received and receivable by the
                        Company in the case of any issuance or sale of Shares or
                        rights, options, warrants or other securities (inclusive
                        of the consideration per share of Shares payable upon
                        exercise of such rights, options, warrants or other
                        securities.

                  M  =  the Fair Market Value per share of Shares at the time
                        of determination for any such issuance, sale or
                        distribution.

Notwithstanding  the foregoing,  there shall be no adjustment under this Section
3(c)  in  respect  of  the  issuance  of  any  Shares  in  the  event  that  the
consideration  received by the  Company for such Shares  equal at least the Fair
Market  Value of such Shares at the time of issuance or at the time of execution
of a binding  agreement to issue Shares within two weeks of such  execution,  so
long as such issuance  occurs within such period of two weeks. In the event that
(i) the consideration for such Shares is determined by an underwriter, placement
agent or other independent evaluator (acting in such capacity in connection with
such  issuance)  that  is  not  an  Affiliate  of  the  Company,   or  (ii)  the
consideration for such Shares is at least equal to the Closing Price (if any) on
the date of issuance or at the time of execution of a binding agreement to issue
shares so long as such  issuance  occurs  within such period of two weeks,  then
such consideration shall be deemed, for the purposes of this Section 3(c), to be
equal to at least the Fair Market Value of such Shares.

4.    Reorganization, Reclassification, Merger and Sale of Assets

      If there  occurs any capital  reorganization  or any  reclassification  or
      other modification of the economic terms of the Shares of the Company, the
      consolidation  or merger of the Company with or into another Person (other
      than a merger or  consolidation of the Company in which the Company is the
      continuing  entity  and  which  does  not  result  in any  reorganization,
      reclassification or modification of its outstanding Shares) or the sale or
      conveyance  of all or  substantially  all of the assets of the  Company to
      another  Person,  then,  the  Holder  will be  entitled  to  receive  upon
      surrender  of the Warrant to the Company (x) to the extent  there are cash
      proceeds   resulting  from  the   consummation  of  such   reorganization,
      reclassification,  consolidation,  merger, sale or conveyance, in exchange
      for such Warrant,  cash in an amount equal to the cash proceeds that would
      have been  payable to the Holder had the  Holder  exercised  such  Warrant
      immediately   prior   to  the   consummation   of   such   reorganization,
      reclassification,


                                       9
<PAGE>

      consolidation,  merger, sale or conveyance, and (y) to the extent that the
      Holder would be entitled to receive  securities (in addition to or in lieu
      of cash in  connection  with  any such  reorganization,  reclassification,
      consolidation,  merger, sale or conveyance),  the same kind and amounts of
      securities or other assets, or both, that are issuable or distributable to
      the holders of  outstanding  Shares of the Company  with  respect to their
      Shares upon such reorganization, reclassification,  consolidation, merger,
      sale or conveyance,  as would have been  deliverable to the Holder had the
      Holder  exercised such Warrant  immediately  prior to the  consummation of
      such  reorganization,  reclassification,  consolidation,  merger,  sale or
      conveyance;  provided,  however,  that  upon  the  occurrence  of any such
      reorganization,  reclassification,  consolidation,  merger,  sale or other
      conveyance,  at the sole option and  discretion of the Holder,  the Holder
      may, by notice to the Company,  require the Company to issue to the Holder
      a warrant  (the "New  Warrant")  for the purchase of all or any portion of
      any such securities upon terms and conditions  which provide to the Holder
      the same rights, protections and benefits in respect of such securities as
      this  Warrant  provides  to  such  Holder  with  respect  to  the  Shares,
      including,  without  limitation,  the right to exercise rights of the type
      granted  pursuant  to Section 15 and  Section  16 hereof  pursuant  to the
      provisions thereof,  and in any event, the right to require the Company to
      purchase the New Warrants or Shares issued upon exercise  thereof upon the
      same terms and  conditions  as contained in Section 15 and Section 16. The
      Company  will  not  effect  any  such  reclassification,   reorganization,
      consolidation  or merger in which the Company is not the surviving  entity
      unless  upon or prior to the  consummation  thereof the  successor  entity
      (being  other  than the  Company)  resulting  from such  reclassification,
      reorganization,   consolidation   or  merger   shall   assume  by  written
      instrument,  executed  and mailed or  delivered to each Holder at the last
      address thereof  appearing on the books of the Company,  the obligation to
      deliver  to  such  Holder  New  Warrants  for  such  securities  that,  in
      accordance  with the foregoing  provisions,  the Holder may be entitled to
      purchase.  In the event  that the  Company  and the  Holder  are unable to
      mutually  agree upon an  appropriate  adjustment as described  above,  the
      parties  shall utilize one or more third party  appraisers,  in the manner
      described in Section 3(b) above, to determine the appropriate  adjustment.
      Nothing contained in this Section 4 shall limit or affect the right of the
      Holder to exercise its rights under Section 15 and Section 16.

5.    Certificate as to Adjustments

      Whenever the Purchase Price and/or the number of Shares  issuable,  or the
      securities  or  other  property  deliverable,  upon the  exercise  of this
      Warrant shall be adjusted pursuant to the provisions  hereof,  the Company
      shall promptly give written  notice  thereof to the Holder,  in accordance
      with  Section  14,  in the form of a  certificate  signed  by a  Financial
      Officer of the Company stating the adjusted  Purchase Price, the number of
      Shares  issuable,  or the securities or other property  deliverable,  upon
      exercise of the  Warrant  calculated  to the  nearest  cent or the nearest
      Share and setting forth in reasonable detail the method of calculation and
      the facts  requiring such  adjustment  and upon which such  calculation is
      based.   Each  adjustment  shall  remain  in  effect  until  a  subsequent
      adjustment is required.

6.    Fractional Shares

      Notwithstanding  an  adjustment  pursuant  to  Section 3 in the  number of
      Shares covered by this Warrant or any other provision of this Warrant, the
      Company  shall not be required to issue  fractions of Shares upon exercise
      of this Warrant or to distribute  certificates  that  evidence


                                       10
<PAGE>

      fractional  Shares.  In lieu of  fractional  Shares,  the Company may make
      payment to the Holder,  at the time of exercise of this  Warrant as herein
      provided,  of an amount in cash equal to such  fraction  multiplied by the
      greater of the Fair Market  Value on the  Exercise  Date and the  Purchase
      Price.

7.    Notice of Proposed Actions

      In case the Company  shall propose at any time or from time to time (a) to
      declare or pay any  dividend to the holders of Shares or to make any other
      distribution  to the  holders  of Shares,  (b) to offer to the  holders of
      Shares rights or warrants to subscribe  for or to purchase any  additional
      Shares of any class or any other  securities,  rights or  options,  (c) to
      effect any reorganization, reclassification or modification of its Shares,
      (d) to effect any consolidation,  merger,  sale or other conveyance of all
      or  substantially  all of the property,  assets or business of the Company
      which would, if  consummated,  adjust the Purchase Price or the securities
      issuable  upon exercise of this  Warrant,  (e) to effect the  liquidation,
      dissolution or winding up of the Company,  or (f) to take any other action
      that would require a vote of the holders of the Company's Shares, then, in
      each such case, the Company shall give to the Holder,  in accordance  with
      Section 14, a written notice of such proposed action,  which shall specify
      (i) the record date for the  purposes of such  dividend,  distribution  of
      rights or warrants or vote of the holders of the Company's Shares, or if a
      record is not to be taken,  the date as of which the  holders of Shares of
      record to be entitled to such dividend, distribution of rights or warrants
      or  vote  is  to  be   determined,   or  (ii)  the  date  on  which   such
      reorganization,  reclassification,  modification,  consolidation,  merger,
      sale or other conveyance, liquidation,  dissolution or winding up or other
      action is expected to become effective,  and such notice shall be so given
      as promptly as possible but in any event at least ten (10)  Business  Days
      prior to the applicable record,  determination or effective date specified
      in such notice.

8.    No Dilution or Impairment

      The Company will not, by amendment of its governance  documents or through
      any reorganization,  reclassification,  modification,  transfer of assets,
      consolidation,  merger,  dissolution,  issue or sale of  securities or any
      other action,  avoid or seek to avoid the observance or performance of any
      of the terms of this  Warrant,  but will at all times in good faith assist
      in the carrying out of all such terms and in the taking of all such action
      as may be necessary or  appropriate  in order to protect the rights of the
      Holder of this Warrant against dilution (for which an adjustment hereunder
      is not specifically provided and which would have the same type of adverse
      financial  effect  on the  Holder  as  that  for  which  an  anti-dilution
      adjustment  is  specifically  provided  hereunder)  or  other  impairment.
      Without limiting the generality of the foregoing,  the Company (a) will at
      all times reserve and keep  available the maximum number of its authorized
      Shares,  free  from  all  preemptive  rights  therein,   which  number  of
      authorized  Shares will be  sufficient to permit the full exercise of this
      Warrant,  and (b)  will  take  all  such  action  as may be  necessary  or
      appropriate  in order  that all  Shares as may be issued  pursuant  to the
      exercise of this Warrant will, upon issuance,  be duly and validly issued,
      fully paid and  nonassessable,  and free from all taxes, liens and charges
      with  respect  to the  issue  thereof.  The  Company  will not  amend  its
      certificate of  incorporation  in any manner which would affect the Shares
      into which the Warrants are exercisable in a manner that is different than
      the effect which such amendment would have on other Shares (and is adverse
      in respect of the Shares).


                                       11
<PAGE>

9.    Replacement of Warrants

      On receipt by the Company of an affidavit of an authorized  representative
      of the Holder stating the circumstances of the loss, theft, destruction or
      mutilation  of this  Warrant (and in the case of any such  mutilation,  on
      surrender and  cancellation  of such Warrant),  the Company at its expense
      will promptly execute and deliver,  in lieu thereof, a new Warrant of like
      tenor which shall be exercisable for a like number of Shares.  If required
      by the Company,  such Holder must  provide an  agreement to indemnify  the
      Company  which,  in the judgment of the Company,  is sufficient to protect
      the  Company  from  any loss  which it may  suffer  if a lost,  stolen  or
      destroyed Warrant is replaced.

10.   Restrictions on Transfer

      (a)   The term  "Holder" as used herein shall also include any  transferee
            of this Warrant  whose name has been  recorded by the Company in the
            Warrant  Register  (as  hereinafter  defined).  Each  Holder of this
            Warrant or the Shares issuable upon the exercise hereof acknowledges
            that this Warrant and the Shares  issuable upon the exercise  hereof
            have not been  registered  under  the  Securities  Act or any  state
            securities or blue sky law and may be  transferred  only pursuant to
            an effective registration under the Securities Act or any applicable
            state  securities  or blue  sky  law or  pursuant  to an  applicable
            exemption from the  registration  requirements of the Securities Act
            or any applicable  state  securities or blue sky law, subject to the
            restrictions on transfer set forth in this Section 10 and in Section
            10.3 of the Purchase Agreement.

      (b)   With respect to a transfer  that should occur prior to the time that
            the offer and sale of this Warrant or the Shares  issuable  upon the
            exercise  hereof  is  registered  under  the  Securities  Act,  such
            Holders, at their sole expense,  shall request an opinion of counsel
            addressed  to the  Company  (which  shall  be  rendered  by  counsel
            reasonably  acceptable  to the  Company and which  opinion  shall be
            reasonably acceptable to the Company) that the proposed transfer may
            be effected without  registration or qualification under any Federal
            or state  securities or blue sky law.  Counsel shall, as promptly as
            practicable,  notify the Company and the Holder of such  opinion and
            of the  terms  and  conditions,  if  any,  to be  observed  in  such
            transfer,  whereupon  the Holder shall be entitled to transfer  this
            Warrant or such Shares (or portion  thereof),  subject to such terms
            and  conditions,  any  other  provisions  and  limitations  of  this
            Warrant.

      (c)   The Company shall  maintain a register  (the "Warrant  Register") at
            its principal  office for the purpose of registering the Warrant and
            any transfer hereof,  which register shall reflect and identify,  at
            all times,  the  ownership of any interest in the Warrant.  Upon the
            issuance of this  Warrant,  the Company shall record the name of the
            initial  purchaser  of this  Warrant in the Warrant  Register as the
            first  Holder.  Upon  surrender  for  registration  of  transfer  or
            exchange of this Warrant  together with a properly  executed Form of
            Assignment  attached hereto as Exhibit B at the principal  office of
            the Company,  the Company  shall,  at its expense,  (except that the
            Holder shall pay all applicable  transfer taxes) execute and deliver
            one or more new  Warrants of like tenor  which shall be


                                       12
<PAGE>

            exercisable for a like aggregate number of Shares, registered in the
            name of the Holder or a transferee or transferees.

      (d)   Subject  to  the  foregoing,  this  Warrant  may be  transferred  or
            assigned by the Holder at any time.

11.   No Rights or Liability as a Shareholder

      This  Warrant does not entitle the Holder  hereof to any voting  rights or
      other rights as a holder of the Company's Shares. No provisions hereof, in
      the absence of  affirmative  action by the Holder  hereof to exercise this
      Warrant for Shares,  and no enumeration herein of the rights or privileges
      of the Holder, shall give rise to any liability of such Holder as a holder
      of the Company's Shares.

12.   Charges, Taxes and Expenses

      Issuance of  certificates  for Shares to the Holder  upon the  exercise of
      this  Warrant  shall be made without  charge to the Holder  hereof for any
      issue or transfer  tax,  or other  incidental  expense,  in respect of the
      issuance or delivery of such  certificates  or the securities  represented
      thereby, all of which taxes and expenses shall be paid by the Company.

13.   Amendment or Waiver

      This  Warrant and any term hereof may be amended,  waived,  discharged  or
      terminated only by and with the written consent of the Company, Willey and
      the Holder.

14.   Notices

      Any notice or other  communication  (or  delivery)  required or  permitted
      hereunder shall be made in writing and shall be by registered mail, return
      receipt requested, telecopier, courier service or personal delivery to the
      Company  at its  principal  office as  specified  in  Section  10.2 of the
      Purchase  Agreement  and to the Holder at its address as it appears in the
      Warrant  Register.  All such notices and  communications  (and deliveries)
      shall be deemed  to have  been duly  given:  when  delivered  by hand,  if
      personally   delivered;   when  delivered  by  courier,  if  delivered  by
      commercial  overnight  courier  service;  five  Business  Days after being
      deposited in the mail,  postage  prepaid,  if mailed;  and when receipt is
      acknowledged, if telecopied.

15.   Willey's Obligation to Repurchase the Warrant

      (a)   The Holder  shall have the right,  exercisable  at any time from and
            after the earliest of (i) the fifth  anniversary of the Closing Date
            (as defined in the  Purchase  Agreement),  (ii) the later of (x) the
            repayment in full of the aggregate  principal  amount (together with
            interest  accrued thereon)  outstanding  under the Notes and (y) the
            third  anniversary  of the Closing  Date (as defined in the Purchase
            Agreement),  (iii) an effective  declaration by any holder of a Note
            that  such  Note has  become  immediately  due and  payable  or,  if
            applicable, by the required percentage of holders of Notes that such
            Notes have become  immediately due and payable,  (iv) the occurrence
            of a Change in Control or issuance by the Company pursuant to a Note
            of  notice  of a Change  in  Control  (conditional  upon the


                                       13
<PAGE>

            actual  closing of such Change in Control  transaction)  and (v) the
            occurrence  of a sale of all or  substantially  all of the assets of
            the Company (each of the events  described in the preceding  clauses
            (i) through (v) a "Repurchase  Event"),  but prior to the Expiration
            Date, to cause Willey to purchase all or any portion of this Warrant
            at the  Warrant  Repurchase  Price for the number of Warrant  Shares
            (which must omit and Willey shall have no obligation to purchase any
            portion  of this  Warrant in respect  of  Excluded  Warrant  Shares)
            specified in the Put Notice.  Such right shall be exercisable by the
            Holder by  delivery of written  notice (the "Put  Notice") to Willey
            specifying the portion of this Warrant that shall be repurchased (by
            reference  to a specific  number of  Warrant  Shares  issuable  upon
            exercise  of this  Warrant)  and the date on which  such  repurchase
            shall occur,  which date shall not be less than thirty (30) days (or
            such lesser time as may remain until the  Business  Day  immediately
            prior to the consummation of a transaction described in clauses (iv)
            or (v)  above),  nor more than sixty (60) days after the date of the
            Put Notice (the "Put  Closing  Date").  Except as provided  below in
            this Section 15, on the Put Closing Date, the Holder shall surrender
            this Warrant to Willey against (i) payment of the Warrant Repurchase
            Price by wire  transfer to an account  designated  by the Holder and
            (ii) if the Holder has elected to have only a portion of the Warrant
            repurchased,  delivery of a new warrant  duly  executed by Willey on
            the same terms and  conditions  as this  Warrant,  except  that such
            warrant shall be exercisable for the remaining number of the Warrant
            Shares.

      (b)   In the event that  Willey,  is unable to pay the Warrant  Repurchase
            Price or any portion  thereof in cash in connection with a put under
            Section 15(a) resulting from the occurrence of any Repurchase  Event
            described in clauses (i), (ii),  (iv) or (v) above, in any case, due
            to  capital  surplus  or  similar   restrictions   under  applicable
            corporate  law,  contractual   restrictions  in  the  Senior  Credit
            Agreement  as  in  effect  as of  the  Closing  Date  (or  the  same
            restrictions   in  any   refinancing   thereof   permitted   by  the
            Subordination  Agreement) or the  unavailability of cash on hand of,
            and/or the inability to borrow on customary terms and conditions the
            amount of the Warrant  Repurchase  Price ("Put  Restrictions"),  the
            Holder  will  accept,  in  lieu  of  that  portion  of  the  Warrant
            Repurchase  Price  which  cannot  be  paid  or is so  unavailable  a
            promissory note of Willey (a "Put Note") in the principal  amount of
            such portion of the Warrant  Repurchase Price, on the same terms and
            conditions as the Notes (including  subordination on the same terms,
            and to the same amount of Senior Debt as the Notes), except that (i)
            the Put Note shall  become due and payable in full on the earlier to
            occur of the eighth  anniversary of the Closing Date and the date on
            which such Put Restrictions no longer prevent such payment, (ii) the
            Put Note shall bear  interest,  payable  solely by  addition of "PIK
            Amounts" (as defined therein) to the "Accreted Principal Amount" (as
            defined  therein),  at an annual rate of 18% per annum and (iii) the
            Put Note shall have no financial  covenants  (that is,  covenants of
            the type contained in Section 8.3 of the Purchase Agreement). Willey
            shall use reasonable  commercial efforts to cause the Put Note to be
            repaid  as soon  as  practicable,  subject  to  Willey's  reasonable
            business judgment.


                                       14
<PAGE>

      (c)   Notwithstanding  the obligation to pay the Warrant  Repurchase Price
            under Section 15(a) or Section  16(a),  in the event of the exercise
            by the  Holder of its put  option  under  Section  15(a) or  Section
            16(a),  Willey  can  elect  (the  "Registration  Option")  by giving
            written  notice to the Holder at least  twenty  (20)  Business  Days
            prior to the scheduled Put Closing Date or Issued  Warrant Share Put
            Closing  Date, as  applicable,  to cause the Company to register all
            Warrant  Shares that would be issuable upon exercise of this Warrant
            (as of the effective  date of  registration)  or all Issued  Warrant
            Shares subject to such put exercise, as applicable, in any case, for
            sale by the Holder under the Act. In the event of such election,  if
            (A) the Registration  Statement relating to the Warrant Shares to be
            issued to the Holder or such Issued Warrant  Shares,  as applicable,
            shall be declared  effective by the Commission within six (6) months
            following the Put Closing Date specified in the Put Notice; (B) such
            Warrant Shares or such Issued  Warrant  Shares,  as applicable,  are
            approved for listing or included for quotation,  as the case may be,
            on the principal  securities exchange or market on which Shares then
            trade;  and  (C)  the  prospectus   contained  in  the  Registration
            Statement  is  current  and  available  for  use  by the  Holder  in
            reselling  the Warrant  Shares or such  Issued  Warrant  Shares,  as
            applicable,  then Willey's  obligation to pay the Warrant Repurchase
            Price under Section 15(a) or Section 16(a), as applicable,  shall be
            satisfied  if Willey  shall  pay to the  Holder in cash on the first
            trading day  immediately  following the  satisfaction of each of the
            conditions  listed in  (A), (B) and (C) above  (the  "First  Trading
            Day"),  an amount  equal to the sum of (a) the  amount,  if any,  by
            which the aggregate Warrant Repurchase Price (for all Warrant Shares
            or such Issued Warrant Shares, as applicable, so registered) exceeds
            the  product of (x) the average  Closing  Prices on NASDAQ (or other
            exchange  or market on which  such  shares  are quoted or traded) of
            such Shares for the twenty (20)  consecutive  trading days ending on
            such First  Trading  Day times (y) the  number of Warrant  Shares or
            such Issued Warrant  Shares,  as applicable,  so registered plus (b)
            16% per annum on the amount of the Warrant Repurchase Price (for all
            Warrant Shares or such Issued  Warrant  Shares,  as  applicable,  so
            registered)  (without regard to the interest  component  included in
            (ii) of the proviso in the definition of "Formula Price", whether or
            not the  Formula  Price is taken  into  account in  calculating  the
            Warrant  Repurchase  Price)  for the  period  from  the date 90 days
            following  the Put Closing Date or Issued  Warrant Share Put Closing
            Date  specified in the Put Notice or Issued Warrant Share Put Notice
            to the date of payment of the Warrant  Repurchase  Price (whether in
            cash, a Put Note or a combination  thereof). In the event that there
            are Put Restrictions  that would prevent such payment,  Willey shall
            issue a Put Note for the amount payable under this paragraph that is
            prevented by such Put  Restrictions.  In the case of proper election
            by Willey of the Registration Option, no surrender of Warrant Shares
            or Issued Warrant Shares shall take place on the Put Closing Date or
            Issued  Warrant Put Closing  Date.  In such event,  the Holder shall
            fulfill the obligations of a Holder of Registerable Shares under the
            Registration   Rights   Agreement   in  order  to   facilitate   the
            registration.

16.   Willey's Obligation to Repurchase Issued Warrant Shares


                                       15
<PAGE>

      (a)   The Holder shall have the right  exercisable  at any time,  and from
            time to time,  upon the occurrence of a Repurchase  Event,  to cause
            Willey to purchase  all or any  portion of the  Warrant  Shares that
            have been issued  upon the  exercise of this  Warrant  (the  "Issued
            Warrant Shares"),  other than any Excluded Issued Warrant Shares, at
            the Warrant  Repurchase  Price for such Issued Warrant Shares.  Such
            right  shall be  exercisable  by the Holder by  delivery  of written
            notice  (the  "Issued   Warrant   Shares  Put  Notice")  to  Willey,
            specifying  the number of such Issued  Warrant  Shares that shall be
            repurchased and the date on which such repurchase shall occur, which
            date  shall not be less than  thirty  (30) days nor more than  sixty
            (60) days after the date of such  Issued  Warrant  Put  Notice  (the
            "Issued Warrant Shares Put Closing Date").  Except as provided below
            in this Section 16 and in Section  15(c),  on the Issued Warrant Put
            Closing Date,  the Holder shall  surrender the Issued Warrant Shares
            to be repurchased,  against payment of the Warrant  Repurchase Price
            by wire transfer to an account designated by the Holder.

      (b)   In the event that  Willey,  is unable to pay the Warrant  Repurchase
            Price or any portion  thereof in cash in connection with a put under
            Section 16(a) resulting from the occurrence of any Repurchase  Event
            described  in clauses (i),  (ii),  (iv) or (v) of Section 15, in any
            case, due to any Put  Restrictions,  the Holder will accept, in lieu
            of that portion of the Warrant Repurchase Price which cannot be paid
            or is so  unavailable  a Put Note in the  principal  amount  of such
            portion  of the  Warrant  Repurchase  Price,  on the same  terms and
            conditions as the Notes (including  subordination on the same terms,
            and to the same amount of Senior Debt as the Notes), except that (i)
            the Put Note shall  become due and payable in full on the earlier to
            occur of the eighth  anniversary of the Closing Date and the date on
            which such Put Restrictions no longer prevent such payment, (ii) the
            Put Note shall bear  interest,  payable  solely by  addition of "PIK
            Amounts" (as defined therein) to the "Accreted Principal Amount" (as
            defined  therein),  at an annual rate of 18% per annum and (iii) the
            Put Note shall have no financial  covenants  (that is,  covenants of
            the type contained in Section 8.3 of the Purchase Agreement). Willey
            shall use reasonable  commercial efforts to cause the Put Note to be
            repaid  as soon  as  practicable,  subject  to  Willey's  reasonable
            business judgment.

      (c)   Willey's  obligation  to pay  the  Warrant  Repurchase  Price  under
            Section 16 (a),  in the event of the  exercise  by the Holder of its
            put option under Section 16(a) is subject to the Registration Option
            as provided in Section 15(c).

17.   Willey's Right to Repurchase Warrant and Issued Warrant Shares

      (a)   From time to time on or after the date falling at the end of six (6)
            years after the Closing  Date,  and until the date  falling ten (10)
            years after the Closing Date (as defined in the Purchase Agreement),
            Willey shall have the right to repurchase from such Holder, from any
            source of funds  legally  available  therefor  this  Warrant  at the
            Warrant  Repurchase Price for all Warrant Shares issuable under this
            Warrant and all Issued  Warrant  Shares (other than Excluded  Issued
            Warrant Shares)  theretofore  issued under this Warrant.  Such right
            shall be  exercisable  by Willey by delivery of written  notice (the
            "Call Notice") to the Holder of this Warrant, specifying the date on
            which such repurchase shall occur,


                                       16
<PAGE>

            which  date  shall not be less than  thirty  (30) days nor more than
            sixty  (60)  days  after  the date of such Call  Notice  (the  "Call
            Closing Date"). On the Call Closing Date, the Holder shall surrender
            the  Warrant  and  all   certificates   for  Issued  Warrant  Shares
            (specified  in the Call  Notice),  against  payment  of the  Warrant
            Repurchase  Price by wire  transfer to an account  designated by the
            Holder.

      (b)   In the event that Willey makes a repurchase  of this Warrant  and/or
            Issued  Warrant  Shares  pursuant to Section 17(a) hereof and at any
            time  within  one year  following  the date of such  repurchase  the
            Company consummates a Liquidity Event in which the proceeds realized
            by the Company and distributed or distributable to holders of Common
            Stock of the Company, after deducting all costs and expenses of such
            Liquidity  Event,   exceed,  on  a  per  Share  basis,  the  Warrant
            Repurchase  Price  per  Share,   Willey  shall  forthwith  upon  the
            consummation  of such public offering or Liquidity Event pay to such
            Holder the amount of such excess multiplied by the number of Warrant
            Shares subject to the Warrant and Issued Warrant Shares  repurchased
            as an additional amount of Warrant Repurchase Price hereunder.

18.   Certain Remedies

      The Holder shall be entitled to an  injunction or  injunctions  to prevent
      breaches of the provisions of this Warrant and to enforce specifically the
      terms and  provisions of this Warrant in any court of the United States or
      any state thereof having jurisdiction, this being in addition to any other
      remedy to which such Holder may be entitled at law or in equity.

19.   Governing Law

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

20.   Headings

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

21.   Survival

      The  provisions  of Sections 15 and 16 hereof  shall  survive the complete
      exercise of this  Warrant and the issuance of all Issued  Warrant  Shares.
      For  purposes  of Sections 15 and 16,  "Holder"  shall  include any Person
      owning any of the Issued Warrant Shares.

BRANDPARTNERS GROUP, INC.                     WILLEY BROTHERS INC.

By: /s/ Sharon Burd                           By: /s/ James F. Brooks
    -------------------------------               ------------------------------
    Name:  Sharon Burd                            Name:  James F. Brooks
    Title: Chief Financial Officer                Title: Chief Operating Officer


                                       17
<PAGE>

                                                          Exhibit A to Common
                                                          Stock Purchase Warrant

                   [FORM OF] ELECTION TO PURCHASE COMMON STOCK

The undersigned  hereby  irrevocably  elects to exercise the Warrant to purchase
_______ shares of Class common stock  ("Shares") of  BRANDPARTNERS  GROUP,  INC.
(the "Company") and hereby [makes payment of US$_________  therefor] [or] [makes
payment  therefor by assignment to the Company  pursuant to Section  2(b)(ii) of
the Warrant of US$_______ aggregate principal amount of Notes (as defined in the
Purchase  Agreement)] [or] [makes payment  therefor by surrendering  pursuant to
Section  2(b)(iii)  Shares of the  Company]  [or]  [makes  payment  therefor  by
cancellation  pursuant  to Section  2(b)(iv)  of a portion of the  Warrant  with
respect to Shares].  The undersigned  hereby requests that certificates for such
units be issued and delivered as follows:

ISSUE TO:
         -----------------------------------------------------------------------
                                     (NAME)

--------------------------------------------------------------------------------
                          (ADDRESS, INCLUDING ZIP CODE)

--------------------------------------------------------------------------------
                  (SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)

DELIVER TO:
           ---------------------------------------------------------------------
                                     (NAME)

--------------------------------------------------------------------------------
                          (ADDRESS, INCLUDING ZIP CODE)

If the  number of  Shares  purchased  hereby  is less than the  number of Shares
covered by the Warrant, the undersigned requests that a new Warrant representing
the number of Shares not purchased be issued and delivered as follows:

ISSUE TO:
         -----------------------------------------------------------------------
                              (NAME OF HOLDER(1))

--------------------------------------------------------------------------------
                          (ADDRESS, INCLUDING ZIP CODE)

DELIVER TO:
           ---------------------------------------------------------------------
                                (NAME OF HOLDER)

--------------------------------------------------------------------------------
                          (ADDRESS, INCLUDING ZIP CODE)

Dated:....................        [CORPORATE MEZZANINE II, L.P.(1)]

                                  By:  ..................................
                                       Name:
                                       Title:

--------------------------------------------------------------------------------
(1)   Name of Holder must conform in all respects to name of Holder as specified
      on the face of the Warrant.


                                       18
<PAGE>

                                                          Exhibit B to Common
                                                          Stock Purchase Warrant

                              [FORM OF] ASSIGNMENT

FOR VALUE RECEIVED,  the undersigned hereby sells,  assigns,  and transfers unto
the Assignee named below all of the rights of the undersigned to purchase shares
of common stock  ("Shares"),  of BRANDPARTNERS  GROUP,  INC.  represented by the
Warrant, with respect to the number of Shares set forth below:

Name of Assignee                  Address                        No. of Shares
----------------                  -------                        -------------




and does hereby  irrevocably  constitute  and  appoint  ________________________
Attorney  to make such  transfer  on the  books of  BRANDPARTNERS  GROUP,  INC.,
maintained for that purpose, with full power of substitution in the premises.

Dated:....................        [CORPORATE MEZZANINE II, L.P.(1)]

                                  By:  ..................................
                                       Name:
                                       Title:

--------------------------------------------------------------------------------
(1)   Name of Holder must conform in all respects to name of Holder as specified
      on the face of the Warrant.


                                       19