Exhibit 4.1(a)

                                   AGREEMENT

     AGREEMENT,   effective  as  of  the  1st  day  of  April,   2004,   between
BRANDPARTNERS GROUP, INC., a Delaware Corporation (the "Company"), located at 10
Main Street,  Rochester,  NH 03839, and ANTHONY J. CATALDO, 1100 Hardman Avenue,
Napa, California 94558 (social security number __________) ("Cataldo").

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

     WHEREAS,  the Company has  previously  appointed  Cataldo as  Non-Executive
Chairman of the Company as of October 15, 2003 (the "Agreement"); and

     WHEREAS,  the Company and  Cataldo are  desirous of amending  the terms and
responsibilities  under the  Agreement  with all terms  regarding  consideration
remaining the same.

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

     1. Cataldo shall continue to serve as Non-Executive Chairman of the Company
and  provide  advice on  general  corporate  matters,  particularly  related  to
shareholder  relations,  including  identifying and introducing potential merger
and acquisition candidates  implementing new client initiatives and reorganizing
and  restructuring of the Company,  and other projects as may be assigned by the
Company's  Board of Directors on an as needed basis for a term of six (6) months
from the effective date of this agreement.

     2. The Company  shall be  entitled to  Cataldo's  services  for  reasonable
times,  and upon Cataldo's  availability  during times that do not conflict with
Cataldo's  work on  behalf  of other  public  companies,  so long as there is no
conflict  of  interest  with the  business  of the  Company,  and to the  extent
requested  by,  and  subject to the  direction  of the Board of  Directors.  The
Company  acknowledges  that  Cataldo  serves as Chairman of the Board of Calypte
Biomedical Corporation.

     3. Cataldo  shall  provide  Company with periodic  reports  concerning  the
status of various projects assigned to Cataldo.

     4. Reasonable travel and other expenses  necessarily incurred by Cataldo 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.  Those statements shall be furnished to the
Company  monthly at the end of each calendar  month during the term hereof.  The
Company  shall pay expenses  within five (5)  business  days of the receipt of a
request with appropriate documentation.

     5. In  consideration  for the services to be performed by Cataldo,  Cataldo
has  received  per his  original  Agreement  the sum of $30,000  per month,  and
3,000,000  options to purchase  3,000,000 shares of common stock for a period of
five (5) years as follows:  1,500,000  options at $.20 per share,  and 1,500,000
options at $.30 per share with cost-free  piggy back  registration  rights.  The
options  were  fully  vested  as of the  effective  date  of the  Agreement  and
exercisable as provided for therein.

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


<PAGE>

     7. The  Agreement  has been  approved  by the  Board  of the  Company,  and
Cataldo,  as Chairman of the Board, has not participated in any discussions with
the Board,  and recused  himself  from any Board vote on the  approval  for said
Agreement.

     8. 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.

     9. This  agreement  amends the  Agreement  dated as of October 15, 2003 and
supercedes  any and all other  agreements,  either oral or written,  between the
parties  hereto  with  respect to the  rendering  of services by Cataldo for the
Company.  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 the  Agreement to the extent it does not conflict with this  agreement,  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.

     10. 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.

     11. 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 Cataldo
during the term of this Agreement  will be the property of the Cataldo,  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 Cataldo 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.

     12. The written,  printed,  graphic,  or electronically  recorded materials
furnished by the Company for use by Cataldo 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.  Cataldo 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  Cataldo's  services to the  Company,  or at the
request of the Company before termination,  Cataldo shall deliver to the Company
all material in Cataldo's possession relating to the Company's business.

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

     14.  Cataldo shall not,  during the term of this agreement and for a period
of one  year  immediately  after  the  termination  of  this  agreement,  or any
extension of it, either directly or indirectly (a) for purposes competitive with
the products or services currently offered by the Company,  call on, solicit, or
take away any of the  Company's  customers  or  potential  customers  about whom
Cataldo became aware as a result of Cataldo's services to the Company hereunder,
either for  Cataldo or for any other  person or entity,  or (b)  solicit or take
away or  attempt  to


<PAGE>

solicit or take away any of the Company's  employees or  consultants  either for
Cataldo or for any other person or entity.

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



                                             Company:
                                             BRANDPARTNERS GROUP, INC.

                                             By:
                                                 ---------------------------
                                                 JAMES F. BROOKS

                                                 ---------------------------
                                                 ANTHONY J. CATALDO