Unassociated Document


    
      Exhibit
10.1

    

     

                     [TD
BANK, N.A. LETTERHEAD]

    


    


    


    


    November
[___], 2009

    


    James
Brooks,

    President
& Chief Executive Officer

    Brandpartners
Group, Inc.

    Brandpartners
Retail, Inc.

    Grafico
Incorporated

    10 Main
Street

    Rochester,
NH 03839

     

     

    
      	
              Re:

            	
              Credit
      Facilities to Brandpartners Group, Inc. and Brandpartners Retail, Inc.
      (collectively, the “Borrower”) by
      TD Bank, N.A. (the “Bank”)

            


    

    


    Dear Mr.
Brooks:

    


    Reference is made to that certain
Commercial Loan Agreement by and among the Bank, the Borrower, and Grafico
Incorporated (the “Guarantor”), dated
May 5, 2005, as amended or modified from time to time (as amended, the “Loan
Agreement”).  Capitalized terms not otherwise defined herein
shall have the meanings given to them in the Loan Agreement.

    


    Without a waiver by the Bank, the
Borrower is in default in the performance of its obligations under the Loan
Agreement in that it has violated its Fixed Charge Coverage Ratio (the “Relevant Covenant”)
covenant under Section III B. of Schedule B of the Loan Agreement as of the
period ending September 30, 2009 (the “Covenant
Default”).  The Borrower’s failure to meet the Relevant
Covenant and the resulting Covenant Default constitutes an Event of Default
under the Loan Agreement and an event of default under the Permitted
Subordinated Debt, which default under the Permitted Subordinated Debt
constitutes an Event of Default under the Loan Agreement (the “Permitted Subordinated Debt
Default” and, collectively with the Covenant Default, the “Defaults”).

    


    Subject to the terms of this letter,
the Bank has agreed to waive its right to declare the indebtedness of the
Borrower to the Bank to be immediately due and payable as a result of the
Defaults.  This waiver shall be effective only with respect to the
Defaults and shall be conditioned upon (a) delivery by the current holders of
the Permitted Subordinated Debt of a written waiver of the Permitted
Subordinated Debt Default and any other existing default under the Permitted
Subordinated Debt, in such form as may be reasonably acceptable to the Bank, (b)
the payment by Borrower to Bank of a waiver fee in the amount of $25,000.00, and
(c) the acceptance of this letter by the Borrower and the
Guarantor.

    


    The agreement of the Bank to waive the
Defaults does not imply an agreement or requirement on the part of the Bank to
waive or release any other default.  Other than such rights as the
Bank has specifically agreed to be waived hereunder, the Bank reserves all
rights available to it under the Loan Agreement and under any and all of the
Loan Documents, including without limitation, the ability to call the Loan on
demand.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      Brandpartners
Group, Inc.

      Brandpartners
Retail, Inc.

      Grafico
Incorporated

      November
[___], 2009

      Page 2
of 3


       

    

    Upon acceptance of the terms of this
letter, as additional consideration for the Bank agreeing to the waivers herein,
each of the Borrower and the Guarantor hereby waives and releases any and all
claims, actions and causes of action of every name and description, known or
unknown, in law or in equity, which each of them has or may have against the
Bank, and any of the Bank’s officers, directors, employees, agents,
representatives, affiliates, successors and assigns, individually and/or
collectively, from the beginning of time up to and including the date of
acceptance of this letter, arising out of or otherwise relating to the Loan
Agreement, the Loan Documents, the Obligations, the transactions contemplated in
the Loan Agreement and the Loan Documents, and/or the negotiation, servicing or
funding (or failure to fund) of the Loan.

    


    The Borrower agrees to reimburse the
Bank for all reasonable costs, expenses, and fees, including attorneys' fees,
associated with the documentation of this waiver letter.  Borrower
consents to Bank charging Borrower's Revolving Line of Credit loan account for
any such costs, expenses and fees.

    


    The Borrower and the Guarantor have
indicated their acceptance of the terms of this letter and the waivers hereunder
by the Borrower’s and the Guarantor’s execution of a duplicate original hereof
where indicated.

     

    
      
        
          
            	 	Sincerely,	 
	 	 	 
	 	TD
      Bank, N.A.	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	Gary
      Barr, Senior Vice President	 
	 	 	 	 
	 	 	 	 


          

        

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      Brandpartners
Group, Inc.

      Brandpartners
Retail, Inc.

      Grafico
Incorporated

      November
[___], 2009

      Page 3
of 3


    

     

     

    Accepted
and agreed this ____ day of November 2009.

    


    


    Brandpartners
Group, Inc.

    Brandpartners
Retail, Inc.

    Grafico
Incorporated

    


    


    By:______________________________

          James
Brooks, President & CEO

          Duly
Authorized