CONSULTING
      AGREEMENT

    


    


    THIS
      AGREEMENT
      made the
      2nd
      day of
      May, 2005.

    


    BETWEEN:

    


    BRISTOL
      INVESTOR RELATIONS, a division of 

    BRISTOL
      CAPITAL LTD.

    A
      corporation incorporated pursuant to the laws

    of
      the
      Province of Ontario.

     

    (hereinafter
      referred to as the “Consultant”)

     

    -
      and
      -

     

    BrandPartners
      Group, Inc. 

    A
      corporation incorporated pursuant to the laws

    of
      the
      State of Delaware.

    


    (hereinafter
      referred to as the “Corporation”)

    


    


    WHEREAS
      the
      Consultant carries on the business of investor relations including assisting
      public companies in the promotion of corporate activities;

    AND
      WHEREAS the
      Corporation is a publicly traded company;

    


    AND
      WHEREAS the
      Corporation desires to retain the Consultant to provide specific services for
      the Corporation as herein set forth.

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSES
      that in
      consideration of the respective covenants and agreements of the parties
      (Parties”) contained herein, the sum of One Dollar ($1.00) now paid by each
      party hereto to each of the other parties hereto, and other good and valuable
      consideration (the receipt and sufficiency of which is hereby acknowledged
      by
      each of the parties hereto), it is hereby agreed as follows:

    


    


    1. Term

    


    The
      term
      of this Agreement shall be twelve
      (12)
      months, commencing ______,
      2005
      and
      ending ______,
      2006   subject
      however, to prior termination as provided in Section 5 of this Agreement.


     

    2. Relationship
      of the Parties

    


    The
      Parties intend that the relationship between them created under this Agreement
      is that of an independent contractor only. It is agreed that it is not the
      intention of the parties to this agreement to create, nor is this agreement
      to
      be construed as creating, a partnership or agency relationship for any purpose.
      The Consultant acknowledges that it is not an Agent of the Corporation, and
      that
      it may not commit the Corporation to any action and/or obligation, and that
      any
      and all agreements or arrangements that the Consultant may negotiate for or
      with
      the Corporation will be subject to acceptance by the Corporation through its
      board of directors or authorized officers.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    3. Compensation

    


    The
      Corporation shall pay to the Consultant a fee of USD $5,000.00 per month payable
      at the beginning of each month of service under this agreement.

    


    4.
      Expense Reimbursement

    


    The
      Corporation agrees to promptly reimburse the Consultant for reasonable expenses
      incurred by the Consultant in the course of performing its obligations upon
      submission to the Corporation of appropriate documentation evidencing such
      expenses. These expenses may include but are not limited to travel, lodging,
      meals, vendor fees, printing fees, etc. Consultant must obtain written approval
      of Corporation prior to expending in excess of $500 in expenses in any given
      calendar month. 

    


    


    


    5. EARLY
      TERMINATION

    


    (1) Notwithstanding
      section 1 of this Agreement, this Agreement may be terminated:

    


    	(a)  	
            By
              the Corporation, upon ten (10) days prior written notice to the
              Consultant, in the event that:

          


    


    	(i)  	
            the
              Consultant requests the Corporation to perform acts or services in
              violation of any law, rule, regulation, policy or order of any federal
              or
              state regulatory agency;

          


    


    	(ii)  	
            the
              Consultant distributes to the public information containing material
              misrepresentations or omissions; or

          


    


    	(iii)  	
            the
              Consultant engages in “insider trading” or violates the provisions of
              Articles VII.

          


    


    	(b)  	
            By
              the Consultant, upon ten (10) days prior written notice to the
              Corporation, in the event that:

          


    


    	(i)  	
            the
              Corporation requests the Consultant to perform acts or services in
              violation of’ any law, rule, regulation, policy or order of any federal or
              state regulatory agency;

          


    


    	(ii)  	
            the
              Corporation distributes to the public information containing material
              misrepresentations or omissions; or

          


    


    	(iii)  	
            the
              Corporation is engaging in conduct in violation of any law, including
              rules, regulations, orders and policies of any federal or state regulatory
              agency.

          


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    	(2)  	
            In
              addition to any early termination rights in 5(1) above, the Corporation
              may terminate this Agreement, without cause and for any reason whatsoever
              any time, after three (3) months, provided that the Corporation notifies
              the Consultant in writing of such termination at least one (1) week
              prior
              to the end of the last day of the given
              month.

          


    


    	(3)  	
            In
              addition to any early termination rights in 5(1) above, the Consultant
              may
              immediately terminate all of its obligations hereunder by notice in
              writing to the Corporation in the event of default by the Corporation
              of
              any of the compensation provisions contained in section 3 hereof remaining
              uncured for five (5) days after notice thereof, without prejudice to
              any
              other rights the Consultant may have in law or equity to amounts owing
              hereunder or otherwise.

          


    


    	(4)  	
            In
              the event of early termination of this Agreement by the Corporation
              either
              in accordance with 5(1)(a) or 5(2) above,

          


    


    	(i)  	
            the
              Corporation will still be required to deliver all compensation owed
              to the
              Consultant up to the date of termination,
              and

          


     

    6. Disclosure

    


    Both
      the
      Consultant and the Corporation agree, during the Term of this Agreement and
      for
      a period of two (2) years after the Termination Date, not to disclose the
      existence of this Agreement or the nature of this Agreement to any person other
      than its directors, officers, employees, agents and advisors without the prior
      express written consent of the other party unless compelled by an order made
      by
      a court of competent jurisdiction or as otherwise required by applicable
      securities law. The Parties acknowledge and agree that non-compliance with
      this
      provision will entitle the other party to terminate the Agreement in accordance
      with paragraph 5 above in addition to any other remedies available at law.
      Notwithstanding the foregoing, the Corporation may disclose the existence of
      and
      content of this Agreement if the Corporation reasonably deems such disclosure
      necessary to comply with applicable law.

     

    7. Consultant’s
      Covenants, Representations, Warranties and Obligations

    


    The
      Consultant covenants and agrees that it shall, during the Term of the
      Agreement:

    


    


    	(a)  	
            introduce
              the Corporation to stock brokers, fund managers, analysts and other
              professional money managers;

          


    


    	(b)  	
            assist
              in arranging and moderating investor conference
              calls;

          


    


    	(c)  	
            assist
              in arranging and attending investor meetings and road show
              presentations;

          


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    	(d)  	
            provide
              the Corporation with a contact telephone number and contact email address
              for publication of Corporation’s press releases and investment
              materials;

          


    


    	(e)  	
            obtain
              the written consent from the Corporation prior to the release or
              dissemination of any information about the Corporation that has previously
              been publicly released and has subsequently been modified as to form
              of
              presentation or content by an individual or entity other than the
              Corporation; and

          


    


    	(f)  	
            provide
              general consulting to the Corporation in other areas of investor
              relations. 

          


    


    The
      Consultant acknowledges and agrees that all such activities carried on by the
      Consultant shall comply with all applicable laws and regulations.

    


    


    8. Non-Exclusive
      Services by Consultant

    


    The
      Consultant shall devote such of its time and effort as may be necessary to
      discharge the Consultant’s duties as outlined hereunder, and shall not be
      restricted from engaging in other activities during the Term of this Agreement.
      The Corporation specifically acknowledges and agrees that the Consultant is
      presently engaged in (and/or may in the future and during the Term of this
      Agreement provide) other business activities of a similar or different nature
      to
      those provided for in this Agreement with other clients and that it will
      continue to deliver (and/or make available) such services during the Term of
      this Agreement.

    


    


    9. Disclaimer
      by Consultant; 

    


    (a) The
      Consultant makes no representation to the Corporation or others
      that:

    


    	(i)  	
            its
              efforts or services will result in any enhancement to
              Corporation;

          


    	(ii)  	
            the
              price of the Corporation's publicly traded securities will
              increase;

          


    	(iii)  	
            any
              person will purchase the Corporation's securities;
              or

          


    	(iv)  	
            any
              investor will lend money and/or invest in or with the Corporation.
              

          


    


    
      	
              (b)

            	
              The
                Consultant has advised the Corporation, and the Corporation acknowledges
                and understands that the
                Consultant:

            


    

    


    	(i)  	
            is
              in the business of investor/public relations and other related
              business;

          


    	(ii)  	
            in
              no way claims to be an investment advisor and/or stock or securities
              broker;

          


    	(iii)  	
            is
              not licensed as a stock or securities
              broker;

          


    	(iv)  	
            is
              not in the business of selling such stock or securities or advising
              as to
              the investment viability or worth of such stocks or
              securities.

          


    


    


    10. Limitation
      on use of Non-Public Information by Consultant

    


    The
      Corporation acknowledges and agrees that it is the responsibility of the
      Corporation to comply with the disclosure obligations of companies with publicly
      traded securities in the United States of America and to obtain counsel as
      to
      what information shall be disclosed publicly or to the Consultant. However,
      the
      Consultant acknowledges that in its capacity as a consultant for the
      Corporation, it may obtain confidential information about the Corporation’s
      business, affairs or financial condition, which the Corporation does not wish
      to
      make available generally to the investor public. The Consultant therefore agrees
      not to include any information which is not generally available to the investor
      public (whether such information is made available through press releases or
      otherwise) in any materials published or disseminated by the Consultant without
      first obtaining the Corporation’s prior written consent. For greater clarity,
      the Consultant shall be free to disseminate and/or publish any and all
      information relating to the Corporation which is generally available to the
      investor public...

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    11. INDEMNIFICATION
      FOR SECURITIES LAWS VIOLATIONS

    


    The
      Corporation agrees to indemnify and hold harmless the Consultant and each
      officer, director and controlling person of the Consultant against any losses,
      claims, damages, liabilities and/or expenses (including any legal or other
      expenses reasonably incurred in investigating or defending any action or claim
      in respect thereof) to which the Consultant or such officer, director or
      controlling person may become subject under the Securities Act of 1933 as
      amended or the Securities Exchange Act of 1934 as amended, because of actions
      of
      the Corporation or its agent, the Corporation’s material publicly available to
      the Consultant, or materials provided to Consultant by Corporation for use
      by
      Consultant in its performance under this Agreement.

    


    The
      Consultant agrees to indemnify and hold harmless the Corporation and each
      officer, director and controlling person of the Corporation against any losses,
      claims, damages, liabilities and/or expenses (including any legal or other
      expenses reasonably incurred in investigating or defending any action or claim
      in respect thereof) to which the Corporation or such officer, director or
      controlling person may become subject under the Securities Act of 1933 as
      amended or the Securities Exchange Act of 1934 as amended, because of actions
      of
      the Consultant or its agent in violation of the terms of this Agreement and
      applicable securities laws, provided that this indemnity shall not apply insofar
      as the losses, claims, liabilities and/or expenses result from material made
      publicly available by the Corporation, or materials provided to Consultant
      by
      Corporation for use by Consultant in its performance under this Agreement.
      

    


    


    12.
      DAMAGE LIMITATION

    


    In
      no
      event shall the Consultant be liable to the Corporation, or any officer,
      director or controlling person thereof, for or be required to indemnify the
      Corporation, or any officer, director or controlling person thereof, for an
      amount greater than the amount of the compensation earned by the Consultant
      under this Agreement up to the date of the breach, except to the extent (if
      any)
      that the Corporation’s, or officer’s, director’s or controlling person’s losses,
      costs, damages, expenses or liabilities arise from the gross negligence or
      willful misconduct of the Consultant.

    


    


    13. Corporation’s
      Covenants, Representations, Warranties and Obligations

    


    The
      Corporation

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    	(a)  	
            agrees
              to pay and/or deliver the compensation to the Consultant pursuant to
              section 3 hereof;

          


    


    


    	(b)  	
            covenants
              and agrees to provide to the Consultant all information and documentation
              pertaining to the Corporation that is reasonably necessary for the
              Consultant to perform its services hereunder; provided that the
              Corporation shall not be obligated to furnish any material non-public
              information, 

          


    


    	(c)  	
            covenants,
              represents and warrants that all information and documentation provided
              to
              the Consultant herein, and provided to the public generally, will be
              timely, and complete and accurate to the best of the Corporation’s
              information, knowledge and belief at the time it is provided. The
              Corporation shall immediately notify the Consultant in the event of
              any
              material change in respect of such information or documentation which
              has
              been provided to the Consultant by the Corporation and which change
              makes
              or is likely to make such information misleading in any material
              respect;

          


    


    	(d)  	
            shall
              use reasonable efforts to make its senior executives available to the
              Consultant on a regular basis, and as may be required by the
              Consultant;

          


    


    	(e)  	
            acknowledges
              and agrees that any reports and documents prepared by the Consultant
              for
              the Corporation shall contain a disclaimer with respect to liability
              of
              the Consultant to members of the public;

          


    


    
      	 	
              (d)

            	
              shall
                make reasonable efforts to cooperate on a timely basis with the Consultant
                to enable the Consultant to perform its duties and obligations under
                this
                Agreement; 

            


    

    


    
      	 	
              (e)

            	
              warrants
                and represents that to the extent necessary the execution and performance
                of this Agreement by the Corporation has been duly authorized by
                the Board
                of Directors of Corporation in accordance with applicable law, and,
                to the
                extent required, by the, requisite number of shareholders of
                Corporation;

            


    

    


    
      	 	
              (f)

            	
              warrants
                and represents that the performance by the Corporation of this Agreement
                will not violate any applicable court decree or order, law or regulation,
                nor will it violate any provision of the organizational documents
                and/or
                bylaws of the Corporation or any existing contractual obligation
                by which
                Corporation is bound;

            


    

    


    
      	 	
              (g)

            	
              shall,
                if required by the Consultant, review materials submitted to it by
                the
                Consultant in a timely manner, and shall inform the Consultant of
                any
                material inaccuracies contained therein within a reasonable time
                prior to
                the projected or known publication or dissemination
                date;

            


    

    


    14. Further
      Assurances

    


    Each
      of
      the Parties covenants that they will do all such acts and execute all such
      further documents, consents and authorizations, and the like, and will cause
      the
      doing of all such acts and will cause the execution of all such further
      documents as are within its power to cause the doing or execution of, all as
      may
      be reasonably required to consummate the transactions contemplated under this
      Agreement, and/or as may be reasonably necessary or desirable to effect the
      purpose of this Agreement and to carry out the provisions herein, and/or as
      may
      be reasonably required to better or more properly or fully evidence or give
      effect to the transactions contemplated under this Agreement. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    15. Notices

    


    Any
      notice, communication, payment or demand required or permitted to be given
      or
      made hereunder (hereinafter a “Notice”) shall be sufficiently given or made for
      all purposes if delivered personally to the Party or to an officer of the Party
      to whom the same is directed or if sent by certified first class mail within,
      postage prepaid, return receipt requested, or if transmitted by
      telecommunications facilities, at the addresses as set forth below,
      namely:

    


    if
      to the
      Consultant: Bristol
      Investor Relations, a division of

    Bristol
      Capital Ltd.

    47
      Vivaldi Drive

    Thornhill,
      Ontario L4J 8Z5

    Fax
      No.
      (905) 326-1888

    Attention:
      Glen Akselro d

    


    if
      to the
      Corporation: BrandPartners
      Group, Inc.

    10
      Main
      Street

    Rochester,
      NH 03839

    Phone:
      (603) 335-1400 

    Attention:
      James Brooks 

    


    


    All
      such
      Notices shall be deemed to have been received when delivered or transmitted,
      or,
      if mailed, on the day actually delivered.

     

    16. Governing
      Law

    


    This
      Agreement shall be construed and enforced in accordance with and governed by
      the
      laws of the State of New York, without giving effect to the principles of
      conflict of laws .

     

    17. Dispute
      Resolution

    


    Any
      disputes between the Parties arising out of, connected to, or relating to this
      Agreement and its formation, breach, performance, interpretation and application
      shall be settled by arbitration in accordance with the applicable rules of
      the
      arbitration laws of the State of New York. Judgment on the award of the board
      of
      arbitrators may be entered in any court having jurisdiction thereof in
      accordance with the laws of the State of New York..

     

    18. Independent
      Legal Advice

    


    The
      Parties each acknowledge having obtained their own independent legal advice
      with
      respect to the terms of this Agreement prior to its execution.

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    19. Waiver

    


    No
      waiver
      by any Party of a breach of any of the covenants, conditions and provisions
      herein contained shall be effective or binding upon such Party unless the same
      shall be expressed in writing and any waiver so expressed shall not limit or
      affect such Party's rights with respect to any other future breach. No other
      course of dealing between the Parties or any delay in exercising any rights
      hereunder will operate as a waiver of any rights of either Party under this
      Agreement.

    


    20. Headings

    


    The
      headings of the sections of this Agreement are inserted for convenience only
      and
      do not constitute part of this Agreement.

     

    21. Successors
      and Assigns

    


    This
      Agreement shall be binding upon and enure to the benefit of the Parties hereto
      and their respective heirs, executors, administrators, successors and assigns.
      This Agreement is not assignable by either Party without the express prior
      written consent of the other Party.

     

    22. Gender
      and Number

    


    All
      words
      and personal pronouns relating thereto shall be read and construed as the number
      and gender of the Party or Parties referred to in each case require and the
      verb
      shall be construed as agreeing with the required word and pronoun.

     

    23. Severability

    


    If
      any
      covenant or provision contained herein is determined to be, in whole or in
      part,
      invalid or unenforceable by reason of any rule of law or public policy, such
      invalidity or unenforceability shall not affect the validity or enforceability
      of any other covenant or provision contained herein and, in the case of partial
      invalidity or unenforceability of a covenant or provision, such partial
      invalidity or unenforceability shall not affect the validity or enforceability
      of the remainder of such covenant or provision, and such invalid or
      unenforceable covenant or provision or portion thereof, as the case may be,
      shall be severable from the remainder of this Agreement.

     

    24. Final
      Agreement and Amendments

    


    This
      Agreement expresses the final agreement among the Parties hereto with respect
      to
      all matters herein and no representations, inducements, promises or agreements
      or otherwise among the Parties not embodied herein shall be of any force and
      effect. This Agreement shall not be altered, amended or qualified except by
      a
      memorandum in writing, signed by all of the Parties hereto, and any alteration,
      amendment or qualification thereof shall be null and void and shall not be
      binding upon any such Party unless made and recorded as aforesaid.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    25. Execution
      in Counterparts and Fascimile

    


    This
      Agreement may be executed in one or more counterparts, each of which when so
      executed shall be deemed to be an original and all of which together shall
      constitute one and the same instrument. In addition, the fully executed faxed
      version of this Agreement shall be construed by all parties hereto as an
      original version of the said Agreement.

    


    


    IN
      WITNESS WHEREOF
      the
      parties have affixed their respective corporate seals, attested by the hands
      of
      their respective officers duly authorized in that behalf as of the date first
      written above.

    


    


    


    
      	SIGNED, SEALED AND DELIVERED	)	 
	In the presence of:	)	BRISTOL INVESTOR RELATIONS,
              a
              
	 	)	division of BRISTOL CAPITAL
              LTD. 
	 	) 	 
	 	)	 
	[witnesses]	) 	Per: ___________________
	 	) 	Name: Glen
              Akselrod
	 	)  	Title: President 
	 	)  	I have authority to bind the
              Corporation
	 	) 	 
	 	) 	 
	 	) 	BrandPartners Group, Inc. 
	 	) 	 
	 	) 	 
	 	)	Per: _____________________
	 	) 	 
	 	) 	Name: James
              Brooks 
	 	) 	Title: Chief
              Executive Officer and Director
	 	) 	I have authority to bind the
              Corporation