Exhibit 4.1(c)

                       AMENDMENT TO CONSULTING AGREEMENT

     AGREEMENT,   effective  as  of  the  8th  day  of  January,  2004,  between
BRANDPARTNERS GROUP, INC., a Delaware Corporation (the "Company"), located at 60
East 42nd St. Room 1241,  New York,  NY 10165,  and  Clifford D. Brune,  with an
address  at  _________________________  ("Consultant")  c/o  Strategic  Business
Initiatives LLC ("SBI").

                              W I T N E S S E T H:
                              --------------------

     WHEREAS, the Company has previously entered into a consulting agreement
with Consultant/ SBI for certain consulting services effective as of October 15,
2003; and

     WHEREAS, Consultant heretofore has been solely responsible for
providing consulting services to the Company under the Consulting Agreement
dated as of October 15, 2003;

     WHEREAS, the Company, Consultant and SBI are agreeable to amending and
assigning certain rights under the prior Consulting Agreement dated as of
October 15, 2003 to Consultant; and

     WHEREAS,  the Company desires the Consultant to provide consulting services
to the Company  pursuant  hereto and  Consultant is agreeable to providing  such
services.

          NOW  THEREFORE,  IN  CONSIDERATION  OF THE  PREMISES  AND  THE  MUTUAL
          PROMISES SET FORTH HEREIN, THE PARTIES HERETO AGREE AS FOLLOWS:

     1.  Consultant  shall  serve as a  consultant  to the  Company  on  general
corporate matters, in addition to providing management  consulting services with
respect  to the  Company's  organizational  and  business  structure,  and other
projects as may be assigned by the Company's  Board of Directors on an as needed
basis for a term of one (1) year from the effective date of original agreement.

     2. The Company shall be entitled to  Consultant's  services for  reasonable
times when and to the extent  requested  by, and subject to the direction of Mr.
Cataldo as Chairman of the Board of the Company.

     3. Consultant  shall provide Company  periodic  written reports as required
concerning the status of various projects assigned to Consultant.

     4. Reasonable travel and other expenses  necessarily incurred by Consultant
to render such services shall be reimbursed by the Company promptly upon receipt
of proper statements,  including appropriate  documentation,  with regard to the
nature and amount of those  expenses.  Company shall pay expenses within fifteen
(15) business days of the receipt of a request with appropriate documentation.

     5. In  consideration  for the services to be performed by  Consultant,  the
Consultant will receive the sum of $15,000 per month.

     6. It is further  understood  and agreed that  250,000  options to purchase
250,000 shares of common stock for a period of five (5) years at $.30 per share,
with  cost-free  piggyback  registration  rights,  are granted to  Consultant in
conjunction  with the previously  granted options to purchase  250,000 shares of
common stock per the original agreement. The new options will be fully vested as
of the effective date of this Agreement.  The option previously  granted will be
viewed as granted and vested as of the original date of grant.

     7. It is the express  intention  of the parties that the  Consultant  is an
independent  contractor and not an employee or agent of the Company.  Nothing in
this agreement shall be interpreted or construed as creating or establishing the
relationship  of employer and employee  between the  Consultant and the Company.
Both parties  acknowledge  that the  Consultant  is not an employee for state or
federal tax purposes.  The Consultant shall retain the right to perform services
for others during the term of this agreement.


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     8.  Neither  this  agreement  nor any  duties  or  obligations  under  this
agreement may be assigned by the Consultant without the prior written consent of
the Company.

     9. The within Agreement has been approved by the Board of the Company.

     10. Any notices to be given  hereunder  by either party to the other may be
given  either  by  personal  delivery  in  writing  or by  mail,  registered  or
certified,  postage prepaid with return receipt requested.  Mailed notices shall
be  addressed  to the parties at the  addresses  appearing  in the  introductory
paragraph  of this  agreement,  but each party may change the address by written
notice in accordance with the paragraph.  Notices  delivered  personally will be
deemed  communicated  as of  actual  receipt;  mailed  notices  will  be  deemed
communicated as of two days after mailing.

     11.  This  agreement  supersedes  any and all  agreements,  either  oral or
written, between the parties hereto with respect to the rendering of services by
the  Consultant  for the Company and contains all the covenants  and  agreements
between the parties with respect to the rendering of such services in any manner
whatsoever.  Each party to this agreement  acknowledges that no representations,
inducements, promises, or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party,  which are not embodied  herein,
and that no  other  agreement,  statement,  or  promise  not  contained  in this
agreement shall be valid or binding.  Any modification of this agreement will be
effective only if it is in writing signed by the party to be charged.

     12. This agreement will be governed by and construed in accordance with the
laws  of the  State  of New  York,  without  regard  to its  conflicts  of  laws
provisions;  and the parties  agree that the proper venue for the  resolution of
any disputes hereunder shall be New York County, New York.

     13. For purposes of this  Agreement,  Intellectual  Property  will mean (i)
works,  ideas,  discoveries,  or inventions  eligible for copyright,  trademark,
patent or trade secret  protection;  and (ii) any applications for trademarks or
patents, issued trademarks or patents, or copyright registrations regarding such
items.  Any  items of  Intellectual  Property  discovered  or  developed  by the
Consultant  (or the  Consultant's  employees)  during the term of this Agreement
will be the property of the  Consultant,  subject to the  irrevocable  right and
license of the Company to make,  use or sell products and services  derived from
or incorporating  any such  Intellectual  Property without payment of royalties.
Such rights and license will be exclusive during the term of this Agreement, and
any  extensions or renewals of it. After  termination  of this  Agreement,  such
rights  and  license  will  be  nonexclusive,   but  will  remain  royalty-free.
Notwithstanding  the preceding,  the textual and/or graphic content of materials
created by the Consultant under this Agreement (as opposed to the form or format
of such  materials)  will be, and hereby are, deemed to be "works made for hire"
and will be the exclusive property of the Company.  Each party agrees to execute
such  documents as may be necessary to perfect and preserve the rights of either
party with respect to such Intellectual Property.

     14. The written,  printed,  graphic,  or electronically  recorded materials
furnished by the Company for use by the Consultant are  Proprietary  Information
and are the property of the Company.  Proprietary  Information includes,  but is
not limited to, product  specifications  and/or  designs,  pricing  information,
specific  customer  requirements,  customer and potential  customer  lists,  and
information on Company's  employees,  agent, or divisions.  The Consultant shall
maintain in confidence and shall not,  directly or indirectly,  disclose or use,
either during or after the term of this agreement,  any Proprietary Information,
confidential  information,  or know-how belonging to the Company, whether or not
it is in written form,  except to the extent necessary to perform services under
this agreement.  On termination of the Consultant's  services to the Company, or
at the request of the Company before  termination,  the Consultant shall deliver
to the  Company  all  material in the  Consultant's  possession  relating to the
Company's business.

     15. The obligations regarding Proprietary Information extend to information
belonging to customers and  suppliers of the Company about which the  Consultant
may have gained knowledge as a result of performing services hereunder.


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     16. The Company will indemnify and hold harmless Consultant from any claims
or damages  related to  statements  prepared by or made by  Consultant  that are
either  approved  in advance by the  Company or  entirely  based on  information
provided by the Company.

                                             Company:
                                             BRANDPARTNERS GROUP, INC.

                                             By:
                                                 ---------------------------
                                                 Consultant:

                                                 ---------------------------
                                                 CLIFFORD D. BRUNE