BANKNORTH,
      N. A.

    COMMERCIAL
      LOAN AGREEMENT

    


    


    
      	BORROWERS’ NAMES AND
              ADDRESSES:	 	DESCRIPTION OF
              LOANS:
	 	 	 
	BRANDPARTNERS GROUP,
              INC.	 	Revolving Line of Credit
              Loan:
	BRANDPARTNERS RETAIL,
              INC.	 	$5,000,000.00
	 	 	 
	10 Main
              Street 	 	Term Loan:
              $2,000,000.00
	Rochester, New Hampshire
              03839	 	 
	DATE OF THIS AGREEMENT:
              May ___,
              2005	 	 


    

    
      

      

    

     

    THIS
      COMMERCIAL LOAN AGREEMENT (this “Agreement”), is made as of the date set forth
      above, between the above-named borrowers, BRANDPARTNERS GROUP, INC., a Delaware
      corporation (“BPG”) and BRANDPARTNERS RETAIL, INC. (“BPR”), a New Hampshire
      corporation, each with executive offices at 10 Main Street, Rochester, New
      Hampshire 03839 (BPG and BPR being jointly, severally, and collectively, the
      “BORROWER”); GRAFICO INCORPORATED, a Delaware corporation, with executive
      offices at 10 Main Street, Rochester, New Hampshire 03839 (the “GUARANTOR”); and
      BANKNORTH, N. A., a national banking association with a business address of
      5
      Commerce Park North, Bedford, New Hampshire 03110 (the “BANK”). The BORROWER and
      GUARANTOR have requested for the BANK to extend a revolving line of credit
      loan
      and a term loan to the BORROWER, all pursuant to the terms and conditions of
      this Agreement and each of the other Loan Documents (as hereinafter defined).
      Each of the loans to the BORROWER as first described above, as the same may
      hereafter be renewed, replaced, amended, extended or increased, is hereinafter
      sometimes referred to individually as a “Loan” and collectively as the “Loans”.
      All of the Loans are, together with all other joint and several debts,
      liabilities and obligations of BORROWER to the BANK, direct or indirect,
      absolute or contingent, now existing or hereafter arising, including, but not
      limited to, the obligations of the BORROWER to BANK under agreements pertaining
      to any interest rate swap, cap, floor or hedging transaction, hereinafter
      sometimes collectively referred to as the “Obligations”. Each Loan is or shall
      be evidenced by a promissory note (individually a “Note” and collectively the
“Notes”). GUARANTOR is a wholly-owned subsidiary of BPG and, in consideration of
      BANK extending the Loans to the BORROWER, shall unconditionally guaranty all
      of
      the Obligations of the BORROWER to the BANK. Each Loan of BORROWER and all
      of
      the other Obligations of BORROWER are and shall be secured pursuant to a
      Security Agreement of each BORROWER and GUARANTOR in favor of the BANK of near
      or even date herewith (collectively, the “Security Agreement”) and certain other
      Loan Documents. The BORROWER and GUARANTOR will execute in connection with
      this
      Agreement and may hereafter execute certain other documents, certificates and
      agreements, including documents pertaining to any interest rate swap, cap,
      floor, or hedging transaction, all of which are, together with this Agreement,
      the Notes, and the Security Agreement, and as all of the same may be hereafter
      amended, modified, replaced, revised, renewed, or extended, sometimes
      collectively referred to herein as the “Loan Documents”. Each Loan, whether now
      existing or hereafter arising, is made upon and subject to the terms and
      conditions set forth in the Note evidencing such Loan, the Security Agreement,
      the other Loan Documents, and this Agreement. The terms, conditions,
      representations, warranties, and covenants set forth in this Agreement are
      in
      addition to, and not in limitation of, the terms, conditions, representations,
      warranties, and covenants set forth in the other Loan Documents. In the event
      of
      any conflict between the terms, conditions, representations, warranties, and
      covenants contained in the Loan Documents, this Agreement shall control. All
      of
      the terms, conditions, representations, warranties, and covenants set forth
      in
      this Agreement and in the other Loan Documents, and all of the Obligations,
      shall apply to, be binding upon, and be deemed to be made by each BORROWER
      and
      GUARANTOR, jointly, severally, separately, and individually. For purposes of
      this Agreement and the Loan Documents and unless otherwise specifically defined,
      the term “material” where used as an adjective shall mean any transaction, loss,
      liability, value, consideration, matter, or amount which individually or in
      the
      aggregate exceeds $100,000.00; provided that any failure to pay the Loans or
      any
      of the other Obligations in whole or in part as and when due shall always be
      deemed “material” regardless of the dollar amount involved.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      CONSIDERATION OF the
      Loans
      made or to be made by BANK to the BORROWER, and of all other Obligations of
      the
      BORROWER to the BANK, BORROWER,
      GUARANTOR, and BANK hereby agree as follows:

    


    I.
      REVOLVING LINE OF CREDIT LOAN.
      The
      Revolving Line of Credit Loan first described above (the “Revolving Line of
      Credit Loan”) made available by the BANK to the BORROWER shall be upon and
      subject to the terms and conditions set forth in the Revolving Credit Promissory
      Note of near or even date herewith, evidencing such Loan (as the same may be
      hereafter amended, modified, revised, renewed, or extended, the “Revolving Line
      of Credit Note”), the other Loan Documents, and this Agreement.

    


    A.
      Maximum
      Available Amount.
      The
      maximum amount available to the BORROWER from time to time under the Revolving
      Line of Credit Loan shall be Five Million Dollars ($5,000,000.00). 

    


    B.
      Advances.
      The
      Revolving Line of Credit Loan shall be disbursed, advanced, readvanced, and
      repaid as provided in the Revolving Line of Credit Note and this Agreement.
      Through and until the Revolving Line of Credit Maturity Date, BORROWER may
      request advances orally or in writing from time to time in accordance with
      such
      procedures as the BANK may from time to time specify in an amount such that
      the
      aggregate amounts outstanding under the Revolving Line of Credit Loan do not
      exceed the maximum available amount as set forth in Section I. A. above. The
      BANK shall be under no obligation to make any advance (automatic or otherwise)
      at any time or times during which an Event of Default has occurred and is
      existing under this Agreement or the Loan Documents, or if any condition exists
      which, if not cured, would with the passage of time or the giving of notice,
      or
      both, constitute such an Event of Default. At the time of each advance and
      readvance under the Revolving Line of Credit Loan, BORROWER shall immediately
      become indebted to the BANK for the amount thereof. Each such advance or
      readvance may be credited by the BANK to any deposit account of BORROWER with
      the BANK, be paid to BORROWER, or applied to any Obligation, as the BANK may
      in
      each instance elect. BORROWER authorizes the BANK to charge any account which
      BORROWER maintains with the BANK for any payments which BORROWER may or must
      make, or customarily makes, to the BANK from time to time.

    


    
      
         

      

      
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    C.
      Payment
      of Principal.
      The
      BORROWER shall make payments of principal under the Revolving Line of Credit
      Loan from time to time in such amounts as is required to maintain the
      outstanding principal thereunder at or below the maximum available amount set
      forth in Section I. A. above. THE ENTIRE AMOUNT OF OUTSTANDING PRINCIPAL,
      ACCRUED INTEREST AND OTHER CHARGES PAYABLE UNDER THE REVOLVING LINE OF CREDIT
      LOAN SHALL BE DUE AND PAYABLE IN FULL ON MAY 4, 2008 (the “Revolving Line of
      Credit Maturity Date”).

    


    D.
      Interest
      Rate.
      The
      principal balance outstanding from time to time under the Revolving Line of
      Credit Loan shall bear interest in accordance with the provisions of Section
      III
      below and the Revolving Line of Credit Note. Interest shall be calculated and
      accrue daily on the basis of actual days elapsed over a three hundred sixty
      (360) day banking year.

    


    E.
      Purposes.
      Amounts
      advanced and readvanced to BORROWER under the Revolving Line of Credit Loan
      shall be used initially to repay outstanding indebtedness of BORROWER to Fleet
      Capital Corporation (a Bank of America company) and Longview Fund, LP, and
      thereafter solely for BORROWER’s ordinary working capital needs.

    


    F.
      Revolving
      Line of Credit Loan Management.
      Set
      forth on Schedule A are additional terms and conditions relating to the
      management of the Revolving Line of Credit Loan.

    


    II.
      TERM LOAN.
      The Term
      Loan first described above (the “Term Loan”) in the principal amount of Two
      Million Dollars ($2,000,000.00) first described above made to BORROWER shall
      be
      upon and subject to the terms and conditions set forth in the Term Note of
      near
      or even date herewith made by BORROWER payable to the order of the BANK
      evidencing such Term Loan (“Term Loan Note”), the other Loan Documents and this
      Agreement. Proceeds of the Term Loan shall be used to repay outstanding
      indebtedness of BORROWER to Fleet Capital Corporation (a Bank of America
      company) and Longview Fund, LP. The Term Loan shall be repaid as set forth
      in
      the Term Loan Note and this Agreement. The principal balance outstanding under
      the Term Loan shall bear interest in accordance with the provisions of Section
      III below and the Term Loan Note. Interest shall be calculated and accrue daily
      on the basis of actual days elapsed over a three hundred sixty (360) day banking
      year. 

    


    III.
      INTEREST RATE PROVISIONS.
      Unless
      specifically provided otherwise under the applicable Note evidencing a Loan,
      the
      following provisions shall apply to each Loan with respect to the interest
      rate
      thereunder.

    


    A.
      Interest
      Rate Definitions.
      In
      addition to terms defined elsewhere in this Agreement and the Loan Documents,
      for purposes of this Agreement and the Loan Documents, the following terms
      shall
      have the following meanings:

    


    
      
         

      

      
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    “Banking
      Day” means a day on which banks are not required or authorized by law to close
      in the city in which BANK's principal office is situated. The term “London
      Banking Day” means a day on which banks are not required or authorized by law to
      close in the city of London, England.

    


    “Business
      Day” means any Banking Day and, with respect to determining or selecting the
      LIBOR Interest Rate, any London Banking Day. If any day on which a payment
      is
      due is not a Business Day, then the payment shall be due on the next day
      following which is a Business Day, unless, with respect to a LIBOR Advance,
      the
      effect would be to make the payment due in the next calendar month, in which
      event such payment shall be due on the next preceding day which is a Business
      Day. Further, if there is no corresponding day for a payment in the given
      calendar month (i.e., there is no “February 30th”), the payment shall be due on
      the last Business Day of the calendar month.

    


    “LIBOR
      Rate” means for each Loan a fixed per annum rate of interest equal to LIBOR
plus
      250
      basis points (2.50%).

    


    “LIBOR
      Advance” means the principal amount of a Loan as to which the BORROWER has
      selected the LIBOR Rate.

    


    “LIBOR”
      means, as to any LIBOR Advance, the rate per annum as determined on the basis
      of
      the offered rates for deposits in U.S. Dollars, for a period of time comparable
      to such LIBOR Advance which appears on the Telerate page 3750 as of 11:00 a.m.
      London time on the day that is two (2) London Banking Days preceding the first
      day of such LIBOR Advance; provided, however, if the rate described above does
      not appear on the Telerate System on any applicable interest determination
      date,
      LIBOR shall be the rate (rounded upward, if necessary, to the nearest one
      hundred-thousandth of a percentage point), determined on the basis of the
      offered rates for deposits in U.S. dollars for a period of time comparable
      to
      such LIBOR Advance which are offered by four major banks in the London interbank
      market at approximately 11:00 a.m. London time, on the day that is two (2)
      London Banking Days preceding the first day of such LIBOR Advance as selected
      by
      BANK. The principal London office of each of the four major London banks will
      be
      requested to provide a quotation of its U.S. Dollar deposit offered rate. If
      at
      least two such quotations are provided, the rate for that date will be the
      arithmetic mean of the quotations. If fewer than two quotations are provided
      as
      requested, the rate for that date will be determined on the basis of the rates
      quoted for loans in U.S. dollars to leading European banks for a period of
      time
      comparable to such LIBOR Advance offered by major banks in New York City at
      approximately 11:00 a.m. New York City time, on the day that is two London
      Banking Days preceding the first day of such LIBOR Advance. In the event that
      Bank is unable to obtain any such quotation as provided above, it will be deemed
      that LIBOR pursuant to a LIBOR Advance cannot be determined. In the event that
      the Board of Governors of the Federal Reserve System shall impose a Reserve
      Percentage with respect to LIBOR deposits of Bank, then for any period during
      which such Reserve Percentage shall apply, LIBOR shall be equal to the amount
      determined above divided by an amount equal to 1 minus the Reserve Percentage.
      “Reserve Percentage” shall mean the maximum aggregate reserve requirement
      (including all basic, supplemental, marginal and other reserves) which is
      imposed on member banks of the Federal Reserve System against “Euro-currency
      Liabilities” as defined in Regulation D.

     

    
      
         

      

      
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    “Maximum
      LIBOR Advances” means three (3) LIBOR Advances for the Revolving Line of Credit
      Loan which is the maximum number of LIBOR Advances which BORROWER may have
      outstanding under such Loan at any time.

    


    “Minimum
      LIBOR Advance” means $300,000.00 for the Revolving Line of Credit Loan, which is
      the minimum amount of principal which the BORROWER may elect to be subject
      to a
      LIBOR Rate under such Loan at any time.

    


    “Minimum
      LIBOR Advance Increment” means $100,000 which is the minimum increment of
      additional principal above the Minimum LIBOR Advance which the BORROWER may
      elect to be subject to a LIBOR Rate under the Revolving Line of Credit
      Loan.

     

    “Prime
      Rate” means
      the
      rate published by The
      Wall Street Journal
      from
      time to time under the category “Prime Rate: The Base Rate on Corporate Loans
      posted by at least 75% of the Nation's 30 Largest Banks” (the lowest of the
      rates so published if more than one rate is published under this category at
      any
      given time) or such other comparable index rate selected by the BANK in its
      sole
      discretion if The
      Wall Street Journal
      ceases
      to publish such rate. The BORROWER acknowledges that the Prime Rate is used
      for
      reference purposes only as an index and is not necessarily the lowest interest
      rate charged by the BANK on commercial loans. Each time the Prime Rate changes,
      the interest rate under the applicable Loan shall change contemporaneously
      with
      such change in the Prime Rate. Interest is calculated and accrued daily on
      the
      basis of a 360-day banking year.

    


    B.
      Prime
      Rate.
      The
      principal balance outstanding from time to time, or portion thereof, under
      the
      Revolving Line of Credit Loan and the Term Loan which is not subject to the
      LIBOR Rate, shall bear interest at a variable annual rate equal to the Prime
      Rate.

    


    C.
      LIBOR
      Rate.
      The
      BORROWER may elect from time to time to have all or a portion of the outstanding
      principal under the Revolving Line of Credit Loan bear interest at a fixed
      rate
      equal to the LIBOR Rate. The BORROWER may elect from time to time to have all,
      but not less than all, of the outstanding principal under the Term Loan bear
      interest at a fixed rate equal to the LIBOR Rate. BORROWER may select the LIBOR
      Rate for a LIBOR Advance under a Loan for a period of one (1) month with respect
      to such LIBOR Advance (but in no event beyond the Revolving Line of Credit
      Maturity Date). BORROWER may only elect the LIBOR Rate for an outstanding
      principal amount under a Loan of not less than the Minimum LIBOR Advance and
      for
      the Revolving Line of Credit Loan in increments above such amounts of not less
      than the Minimum LIBOR Advance Increment. BORROWER may not have more than the
      Maximum LIBOR Advances outstanding under the Revolving Line of Credit Loan
      at
      any time. BORROWER shall notify BANK in writing at least two (2) Business Days
      in advance of the date upon which the BORROWER desires a LIBOR Advance to be
      effective under a Loan. BORROWER's notice to BANK as aforesaid shall specify
      (a)
      the Loan which is to be subject to the LIBOR Rate, (b) the outstanding principal
      amount under the Loan that BORROWER desires to bear interest at the LIBOR Rate
      selected (which for the Term Loan shall be deemed to be the entire outstanding
      principal amount of the Term Loan), and (c) the date such election is to be
      effective (which must be a Business Day). Notwithstanding the foregoing, if
      as a
      result of any change in any foreign or United States law or regulation (or
      change in the interpretation thereof) it is determined by BANK that it is
      unlawful to maintain a LIBOR Advance, or if any central bank or governmental
      authority (foreign or domestic) shall assert that it is unlawful to maintain
      a
      LIBOR Advance, then such LIBOR Advance shall terminate and the BORROWER shall
      have no further right hereunder to elect further LIBOR Advances of the type
      terminated. If for any reason a LIBOR Advance is terminated or prepaid prior
      to
      the end of the applicable period for which the LIBOR Advance is to be in effect,
      the BORROWER shall, upon demand by BANK, pay to BANK any amounts required to
      compensate BANK for any losses, costs, or expenses which it may reasonably
      incur
      as a result of such termination or prepayment, including, without limitation,
      any losses, costs, or expenses incurred by reason of the liquidation or
      redeployment of deposits or other funds acquired by the BANK to fund or maintain
      such LIBOR Advance.

    


    
      
         

      

      
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    D.
      Prepayments
      of LIBOR Advances.
      If, at
      any time the BANK in its sole discretion should determine that current market
      conditions can accommodate a prepayment request with respect to an outstanding
      LIBOR Advance, BORROWER may prepay a LIBOR Advance upon at least three (3)
      Business Days prior written notice to BANK (which notice shall be irrevocable).
      BORROWER shall pay to BANK, upon request of BANK, such amount or amounts as
      shall be sufficient (in the reasonable opinion of BANK) to compensate it for
      any
      loss, cost, or expense incurred as a result of: (i) any payment of a LIBOR
      Advance on a date other than the last day of the term thereof; (ii) any failure
      by BORROWER to borrow a LIBOR Advance on the date specified by BORROWER’s
      written notice; and (iii) any failure by BORROWER to pay a LIBOR Advance on
      the
      date for payment specified in BORROWER’s written notice. Without limiting the
      foregoing, with respect to any prepayment of a LIBOR Advance BORROWER shall
      pay
      to BANK a “yield maintenance fee” in an amount computed as follows: The current
      rate for United States Treasury securities (bills on a discounted basis shall
      be
      converted to a bond equivalent) with a maturity date closest to the term of
      the
      LIBOR Advance as to which the prepayment is made, shall be subtracted from
      the
      LIBOR Rate in effect at the time of prepayment. If the result is zero or a
      negative number, there shall be no yield maintenance fee. If the result is
      a
      positive number, then the resulting percentage shall be multiplied by the amount
      of the principal balance being prepaid. The resulting amount shall be divided
      by
      360 and multiplied by the number of days remaining in the term of the LIBOR
      Advance as to which the prepayment is made. Said amount shall be reduced to
      present value calculated by using the above referenced United States Treasury
      securities rate and the number of days remaining in the term of the LIBOR
      Advance as to which prepayment is made. The resulting amount shall be the yield
      maintenance fee due to BANK upon the payment of the LIBOR Advance. If by reason
      of an Event of Default, BANK elects to declare a Loan to be immediately due
      and
      payable, then any yield maintenance fee with respect to each LIBOR Advance
      shall
      become due and payable in the same manner as though the BORROWER had exercised
      such right of prepayment. Any prepayment may also result in payments due from
      the BORROWER to BANK in accordance with the terms of that certain ISDA Master
      Agreement between BORROWER and BANK of near or even date herewith, and under
      any
      similar agreement between BORROWER and BANK pertaining to any interest rate
      swap, cap, floor or hedging transaction.

    


    
      
         

      

      
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    E.
      Default
      Interest Rate.
      During
      the continuance of an Event of Default, after maturity, or after judgment has
      been rendered on any of the Obligations, BORROWER’s right to select the LIBOR
      Rate shall cease and the unpaid principal of each Loan shall, at the option
      of
      the BANK, bear interest at the Prime Rate plus five percent (5%) per
      annum.

    


    F.
      Interest
      Rate Computation Convention; Payments.
      All
      computations of interest under each Loan shall be made on the basis of a three
      hundred sixty (360) day year and the actual number of days elapsed. Accrued
      and
      unpaid interest is payable monthly in arrears; provided that accrued and unpaid
      interest on each LIBOR Advance shall be paid on the expiration of the term
      thereof.. All payments shall be made by BORROWER to BANK at its address first
      set forth above or such other place as Bank may from time to time specify in
      writing in lawful currency of the United States of America in immediately
      available funds, without counterclaim or setoff and free and clear of, and
      without any deduction or withholding for, any taxes or other payments. All
      payments shall be applied first to the payment of all fees, expenses and other
      amounts due to the BANK (excluding principal and interest), then to accrued
      interest, and the balance on account of outstanding principal; provided,
      however, that after demand or default, payments will be applied to the
      obligations of BORROWER to BANK as BANK determines in its sole
      discretion.

    


    IV.
      FEES. In
      addition to such other fees as are provided in this Agreement and in the other
      Loan Documents, BORROWER agrees to pay the BANK the fees set forth on
Schedule
      B attached
      hereto.

    


    V.
      PAYMENTS.
      All
      payments made by the BORROWER of principal and interest on the Loans, and other
      sums and charges payable under the Loan Documents, shall be made to the BANK
      in
      accordance with the terms of the respective Loan Documents in lawful money
      of
      the United States of America in immediately available funds at its office set
      forth above, or by the debiting by the BANK of the demand deposit account(s)
      in
      the name of the BORROWER at the BANK, or in such other reasonable manner as
      may
      be designated by the BANK in writing to the BORROWER. The BORROWER authorizes
      the BANK automatically to debit the BORROWER’s demand deposit account as
      aforesaid. 

    


    VI.
      SECURITY; GUARANTY. Each
      of
      the Loans and all other Obligations of the BORROWER to the BANK, whether now
      existing or hereafter arising, shall at all times be secured by first priority
      perfected security interests in the Collateral (as hereinafter defined), which
      security interests shall continue until payment in full of all amounts
      outstanding under said Loans and the other Obligations. The term “Collateral” as
      used herein shall be deemed to include all property and assets of the BORROWER
      and GUARANTOR secured, mortgaged, pledged, assigned, or otherwise encumbered
      or
      covered by any of the Loan Documents, including, but not limited to, the
      Security Agreement. The BORROWER and GUARANTOR covenant and agree to take such
      further actions and to execute such additional documents as may be necessary
      from time to time to enable the BANK to obtain, maintain and perfect the
      security interests and liens arising under the Loan Documents. Each of the
      Loans
      and all other Obligations of the BORROWER to the BANK, whether now existing
      or
      hereafter arising, shall at all times be guaranteed by a continuing,
      unconditional guaranty of the GUARANTOR to the benefit of the BANK, in form
      and
      substance satisfactory to the BANK.

    


    
      
         

      

      
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    VII. 
      SUBORDINATION AND
      STANDBY OF DEBT. The
      BORROWER covenants and agrees that all existing debt of BORROWER to its
      officers, directors, and shareholders and all future debt if permitted hereunder
      from BORROWER to its officers, directors, and shareholders, shall be and hereby
      is, without need for further writing, made subject and subordinate to the prior
      payment and performance of all the Loans and other Obligations of BORROWER.
      In
      furtherance of the foregoing, the BORROWER shall provide such subordinations,
      certificates, and other documents, and shall mark its corporate books, records,
      stock certificates, and ledgers, as the BANK may reasonably request from time
      to
      time, in form and substance satisfactory to BANK and BANK's counsel, evidencing
      the subordination of all debt of BORROWER to its officers, directors, and
      shareholders, whether now existing or hereafter arising, in accordance with
      the
      covenants of BORROWER hereunder. Notwithstanding the foregoing provisions,
      existing and future indebtedness of BPR to Corporate Mezzanine II, L.P., a
      British Virgin Islands limited partnership (collectively, with its successors
      and assigns, “CMII”), shall be subject to the terms and conditions of a separate
      Subordination and Intercreditor Agreement of near or even date herewith among
      BPR, GUARANTOR, CMII and BANK (the “CMII Subordination Agreement”).

    


    VIII.
      CONTINUING REPRESENTATIONS AND WARRANTIES.
      BORROWER
      and GUARANTOR warrant and represent to the BANK that so long as any of the
      Obligations is outstanding:

    


    A.
      Good
      Standing.
      Each of
      BORROWER and GUARANTOR is duly organized, validly existing, and in good standing
      under the laws of its state of organization and is qualified to do business
      in
      all other jurisdictions where the nature of the business conducted or property
      owned by it require BORROWER or GUARANTOR to be so qualified. Each of BORROWER
      and GUARANTOR has the power to own its properties and to carry on its business
      as now being conducted.

    


    B.
      Authority.
      Each of
      BORROWER and GUARANTOR has full power and authority to enter into this Agreement
      and to borrow under the Loan Documents, to execute and deliver the Loan
      Documents and to incur the obligations provided for herein and in the Loan
      Documents, all of which have been duly authorized by all proper and necessary
      corporate or other action. The persons executing the Loan Documents on behalf
      of
      the BORROWER and GUARANTOR have been duly authorized to do so.

    


    C.
      Binding
      Agreement.
      This
      Agreement and the Loan Documents constitute the valid and legally binding
      obligations of the BORROWER and GUARANTOR, enforceable in accordance with their
      terms.

    


    D.
      Litigation.
      There
      are no suits, proceedings, or investigations of any kind or nature pending
      or,
      to the knowledge of the BORROWER or GUARANTOR, threatened against or affecting
      the BORROWER or GUARANTOR, which would have, or could be reasonably expected
      to
      have, a material adverse affect on their business operations or their assets,
      which have not been disclosed in writing to the BANK.

    


    
      
         

      

      
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    E.
      Conflicting
      Agreements; Consents.
      There
      is no charter, bylaw, preference stock, or trust provision of the BORROWER
      or
      GUARANTOR, and no provision(s) of any existing mortgage, indenture, contract
      or
      agreement binding on the BORROWER or GUARANTOR, or affecting their property,
      which would conflict with, have a material adverse affect upon, or in any way
      prevent the execution, delivery, or performance of the terms of this Agreement
      or the Loan Documents. Except for the consent of CMII under that certain
      Subordinated Note and Warrant Purchase Agreement dated October 22, 2001 (the
      “Note Purchase Agreement”), which consent has been obtained, neither the
      BORROWER nor GUARANTOR is required to obtain any order, consent, approval,
      authorization of any person, entity, or governmental authority in connection
      with or as a condition to the execution, delivery, and performance of this
      Agreement or the Loan Documents or the granting of the security interests and
      liens in the Collateral.

    


    F.
      Financial
      Condition.
      The
      financial statements delivered to the BANK by the BORROWER and GUARANTOR have
      been and shall be prepared in accordance with generally accepted accounting
      principles, consistently applied, are and will be complete and correct, and
      fairly present the financial condition and results of the BORROWER and
      GUARANTOR. Other than those liabilities disclosed in writing to the BANK, there
      are no liabilities, direct or indirect, fixed or contingent, of the BORROWER
      or
      GUARANTOR which are not reflected in the financial statements or in the notes
      thereto which would be required to be disclosed therein and there has been
      no
      material adverse change in the financial condition or operations of the BORROWER
      or GUARANTOR since the date of such financial statements.

    


    G.
      Taxes.
      Each of
      BORROWER and GUARANTOR has filed all federal, state and local tax returns
      required to be filed by it, or have filed an appropriate extension with respect
      to the same, and have paid all taxes shown by such returns (or estimated taxes
      with respect to any such extensions) to be due and payable on or before the
      due
      dates thereof or, if such taxes are being contested, the BORROWER or GUARANTOR,
      as the case may be, have made appropriate reserves therefor.

    


    H.
      Solvency.
      The
      present fair saleable value of the BORROWER's and GUARANTOR’s assets is greater
      than the amount required to pay their total liabilities; the amount of the
      BORROWER's and GUARANTOR’S capital is adequate in view of the type of business
      in which they are engaged; and neither BORROWER nor GUARANTOR would currently
      be
      deemed insolvent under generally accepted accounting principles.

    


    I.
      Full
      Disclosure.
      None of
      the information with respect to the BORROWER or GUARANTOR which has been
      furnished to the BANK in connection with the transactions contemplated hereby
      is
      false or misleading with respect to any material fact, or omits to state any
      material fact necessary in order to make the statements therein not
      misleading.

    


    J.
      Employee
      Benefit Plans.
      All
      Plans (as hereinafter defined) which are pension plans as defined in Section
      3(2) of the Employment Retirement Income Security Act of 1974, as amended
      (“ERISA”), qualify under Section 401 of the Internal Revenue Code of 1986 (as
      amended, the “IRC”), and all Plans are in compliance with the provisions of the
      IRC and ERISA, and have been administered in accordance with their terms. The
      term “Plan” means any pension plan, as defined in Section 3(2) of ERISA and any
      welfare plan, as defined in Section 3(1) of ERISA, which is sponsored,
      maintained or contributed to by BORROWER or GUARANTOR, or any commonly
      controlled entity, or in respect of which BORROWER or GUARANTOR, or a commonly
      controlled entity, is an “employer” as defined in Section 3(5) of ERISA. With
      respect to the Plans:

    


    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

    (i)
      Prohibited
      Transactions.
      None of
      the Plans has participated in, engaged in or been a party to any non-exempt
      “prohibited transaction” as defined in ERISA or the IRC, and no officer,
      director or employee of BORROWER or GUARANTOR has committed a breach of any
      of
      the responsibilities or obligations imposed upon fiduciaries by Title I or
      ERISA.

    


    (ii)
      Claims.
      There
      are no material contested claims, pending or threatened, involving any Plan
      which is a pension plan by a current or former employee (or beneficiary thereof)
      of BORROWER or GUARANTOR, nor is there any reasonable basis to anticipate any
      claims involving any such Plan.

    


    (iii)
      Reporting
      and Disclosure Requirements.
      There
      have been no material violations of any reporting or disclosure requirements
      with respect to any Plan and no such Plan has violated applicable law, including
      but not limited to ERISA and the IRC.

    


    (iv)
      “Accumulated
      Funding Deficiency”; Reportable Event.
      No Plan
      which is a defined benefit pension plan has (a) incurred a material “accumulated
      funding deficiency” (within the meaning of Section 412(a) of the IRC), whether
      or not waived, (b) been a plan with respect to which a Reportable Event (to
      the
      extent that the reporting of such events to the Pension Benefit Guaranty
      Corporation (the “PBGC”) within thirty (30) days of the occurrence has not been
      waived) has occurred and is continuing, or (c) been a Plan with respect to
      which
      there exists conditions or events which have occurred presenting a risk of
      termination by PBGC.

    


    (v)
      Multiemployer
      Plan.
      No Plan
      which is a multiemployer pension plan (as defined in Section 414(f) of the
      IRC)
      to which BORROWER or GUARANTOR contributes has been a plan with respect to
      which
      BORROWER or GUARANTOR has received any notification that such Multiemployer
      Plan
      is in reorganization or has been terminated within the meaning of Title IV
      of
      ERISA and no such Multiemployer Plan is reasonably expected to be in
      reorganization or to be terminated within the meaning of Title IV of ERISA.
      Neither BORROWER nor GUARANTOR has withdrawn from, or incurred any withdrawal
      liability to, any multiemployer plan.

    


    (vi)
      COBRA.
      There
      has been no material violation of the applicable requirements of Section 4980B
      of the IRC pertaining to COBRA continuation coverage with respect to any
      Plan.

    


    (vii)
      Employee
      Welfare Benefit Plans.
      No Plan
      which is a medical, dental, health, disability, insurance or other plan or
      arrangement, whether oral or written, which constitutes an “employee welfare
      benefit plan” as defined in Section 3(1) of ERISA, has any unfunded accrued
      liability or provides benefits to former employees or retirees (except as may
      be
      required by COBRA).

    


    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

    K.
      Location
      of Records.
      All of
      the material books and records or true and complete copies thereof relating
      to
      the accounts and contracts of the BORROWER and GUARANTOR are and will be kept
      at
      BORROWER's executive offices at the address first set forth above (the
“Premises”).

    


    L.
      Compliance
      with Laws.
      Each of
      BORROWER and GUARANTOR is in compliance in all material respects with all laws
      and governmental rules and regulations applicable to BORROWER, GUARANTOR, the
      Collateral and to BORROWER’s and GUARANTOR’s business, properties and assets,
      including, but not limited to, applicable federal and state securities laws
      and
      the provisions of the Sarbanes-Oxley Act of 2002, to the extent the failure
      to
      so comply would have a material adverse affect upon the BORROWER, the
      Collateral, or the rights and remedies of the BANK hereunder.

    


    M.
      Issuance
      of Securities.
      Each of
      BORROWER and GUARANTOR has complied in all material respects with all federal
      and state laws and governmental rules and regulations applicable to the issuance
      and sale of securities by BORROWER and GUARANTOR.

    


    N.
      Hazardous
      Waste.
      No
      Hazardous Waste (as hereinafter defined) has been generated, stored or treated
      on any of the premises occupied by BORROWER or GUARANTOR, except in compliance
      with all applicable laws to the extent a failure to so comply would have a
      material adverse affect upon the BORROWER, the Collateral, or the rights and
      remedies of the BANK hereunder. No Hazardous Waste has ever been, is being,
      is
      intended to be, or is threatened to be spilled, released, discharged, disposed,
      placed or otherwise caused to be found in the soil or water in, under, or upon
      any of the premises occupied by the BORROWER or GUARANTOR. Each of BORROWER
      and
      GUARANTOR agrees to indemnify and hold the BANK harmless from and against any
      claims, damages, liabilities (whether joint or several), losses and expenses
      (including, without limitation, attorneys' fees) incurred by the BANK as a
      result of the presence of Hazardous Waste in, under, or upon any of the premises
      occupied by the BORROWER or GUARANTOR. For the purpose of this Agreement, the
      term “Hazardous Waste” means “hazardous waste”, “hazardous material”, “hazardous
      substance”, and “oil” as presently defined in the Resource Conservation and
      Recovery Act, the Comprehensive Environmental Response, Compensation and
      Liability Act, the Hazardous Material Transportation Act, the Federal Water
      Pollution Control Act, and corresponding state and local statutes, ordinances,
      and regulations, as such statutes, ordinances and regulations may be amended,
      or
      as defined in any federal or state regulation adopted pursuant to such
      acts.

    


    O.
      Title
      to Collateral.
      BORROWER and GUARANTOR have and will at all times have good and marketable
      title
      to the Collateral, free and clear from any liens, security interests, mortgages,
      encumbrances, pledges or other right, title or interest of any other person
      or
      entity, except those arising under the Loan Documents or permitted by the BANK
      under this Agreement or the Security Agreement (“Permitted
      Encumbrances”).

    


    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

    P.
      Employees.
      Each of
      BORROWER and GUARANTOR has to the best of its knowledge complied with all laws
      relating to the employment of labor, including any provisions thereof relating
      to ERISA, wages, hours, collective bargaining, the payment of social security
      and similar taxes, equal employment opportunity, employment discrimination
      and
      occupational safety and health, and is not liable for any arrears of wages
      or
      any taxes or penalties for failure to comply with any of the foregoing, to
      the
      extent the failure to so comply with any of the foregoing would have a material
      adverse affect upon the BORROWER, the Collateral, or the rights and remedies
      of
      the BANK hereunder.

    


    Q.
      Subsidiaries.
      BPG
      owns all of the issued and outstanding capital stock of BPR and GUARANTOR and
      other than BPR, GUARANTOR, and BRANDPARTNERS EUROPE LTD., a private limited
      company formed under the laws of England and Wales (“BPE”), BPG has no direct or
      indirect subsidiaries.

    


    IX.
      AFFIRMATIVE COVENANTS.
      Until
      payment in full of all indebtedness under the Loans and the other Obligations,
      each of BORROWER and GUARANTOR agrees that, unless the BANK shall otherwise
      consent in writing, it will:

    


    A.
      Prompt
      Payment.
      Pay
      promptly, subject to any applicable cure or grace period, when due all amounts
      due and owing to the BANK.

    


    B.
      Use
      of
      Proceeds.
      Use the
      proceeds of the Loans only in accordance with the provisions of this Agreement
      and will furnish the BANK with such evidence as it may reasonably require with
      respect to such use.

    


    C.
      Financial
      Statements.
      Furnish
      the BANK with such financial statements of BORROWER and GUARANTOR as are
      described on Schedule
      B
      attached
      hereto. All such statements shall be prepared on a consistent basis in a format
      reasonably acceptable to the BANK.

    


    D.
      Maintenance
      of Existence.
      Take
      all necessary action to maintain BORROWER's and GUARANTOR’s legal
      existence.

    


    E.
      Maintenance
      of Business.
      Do or
      cause to be done all things commercially reasonable and necessary to maintain
      and preserve BORROWER's and GUARANTOR’s business and assets.

    


    F.
      Maintenance
      of Insurance.
      Keep
      all of BORROWER's and GUARANTOR’s properties (specifically including, but not
      limited to, the Collateral) adequately insured against loss or damage by fire
      and such other casualties and hazards as the BANK may specify from time to
      time;
      maintain adequate Workman's Compensation Insurance under applicable laws and
      Comprehensive General Public Liability Insurance; and maintain adequate
      insurance covering such other risks as the BANK may reasonably specify from
      time
      to time hereafter. All insurance required hereunder shall be effected by valid
      and enforceable policies issued by insurers of recognized responsibility
      authorized to transact business within the State of New Hampshire and shall,
      inter
      alia,
      (1) name
      the BANK as a loss payee, and (2) provide that the BANK shall be notified in
      writing of any proposed cancellation of such policy at least thirty (30) days
      in
      advance thereof and will have the opportunity to correct any deficiencies
      justifying such proposed cancellation. For the purposes of this Paragraph,
      an
      insurance policy shall be deemed to be “adequate” if it provides coverage
      against such risks and in such amounts as is customarily carried by owners
      of
      similar businesses and properties. BANK acknowledges receipt of certificates
      of
      BORROWER’s insurance coverages in effect as of the date hereof and accepts the
      same for purposes of compliance with this Section IX. F. as of the date
      hereof.

    


    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

    G.
      Inspection
      by the BANK.
      Each of
      BORROWER and GUARANTOR agrees that the BANK may, upon ten (10) days prior
      notice, conduct regular field examination audits of the BORROWER's and
      GUARANTOR’s books, records, accounts, inventory, and other property at each of
      BORROWER’s and GUARANTOR’s locations up to two (2) times during each fiscal year
      of BORROWER and that BORROWER shall pay the BANK all reasonable fees, costs,
      and
      expenses charged or incurred by BANK for such audits. BANK agrees to conduct
      such audits at such times as are reasonably convenient to the BORROWER and
      GUARANTOR, as the case may be. Each of BORROWER and GUARANTOR also agrees that
      upon prior reasonable notice (other than in emergencies when no notice shall
      be
      required) and during normal business hours, it shall permit any person
      designated by the BANK to inspect any of BORROWER's and GUARANTOR’s properties,
      including its books, records, and accounts (and including the making of copies
      thereof and extracts therefrom) all at BANK's cost and expense. BANK agrees
      that
      it shall only conduct such inspections of the BORROWER’s and GUARANTOR’s
      properties as the BANK reasonably deems necessary and appropriate to monitor
      the
      condition of the BORROWER, GUARANTOR, and the Collateral and in any event not
      so
      frequently as to be unnecessarily disruptive to the BORROWER’s or GUARANTOR’s
      business operations. After and during the continuance of an Event of Default,
      each of BORROWER and GUARANTOR also agrees that the BANK may conduct field
      examination audits of the BORROWER's and GUARANTOR’s books, records, accounts,
      inventory, and other property as often as the BANK deems necessary and
      appropriate in its sole discretion and that BORROWER shall pay the BANK all
      reasonable fees, costs, and expenses charged or incurred by BANK for such audits
      without limitation as to amount.

    


    H.
      Prompt
      Payment of Taxes.
      Accrue
      its tax liability (including withholdings for employee taxes and social
      security) in accordance with usual accounting practice and pay or discharge
      (or
      cause to be paid or discharged) as they become due all taxes, assessments,
      and
      government charges upon its property, operations, income and products (as well
      as all claims for labor, materials or supplies), which, if unpaid might become
      a
      lien upon any of its property; provided, that the BORROWER and GUARANTOR shall,
      prior to payment thereof, have the right to contest such taxes, assessments
      and
      charges in good faith by appropriate proceedings so long as the BANK's interests
      are protected by appropriate financial reserves or bond, letter of credit,
      escrowed funds or other appropriate security.

    


    I.
      Notification
      of Default Under This and Other Loan or Financing Arrangements.
      Promptly notify the BANK in writing of the occurrence of any Event of Default
      under this Agreement or any default or breach under any other material loan
      or
      financing arrangements.

    


    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

    J.
      Notification
      of Litigation and Judgments.
      Promptly notify the BANK in writing of any litigation, proceedings, or
      investigation that has been instituted or is pending oris threatened of which
      BORROWER or GUARANTOR has knowledge and which might have a material adverse
      affect on its continued operations or financial condition and of all judgments
      rendered against the BORROWER or GUARANTOR.

    


    K.
      Notification
      of Governmental Action.
      Promptly notify the BANK in writing of any governmental investigation or
      proceeding that has been instituted, is pending or, is threatened of which
      BORROWER or GUARANTOR has knowledge, including without limitation, matters
      relating to the federal or state tax returns of the BORROWER or GUARANTOR;
      compliance with the Occupational Safety and Health Act, the Securities Act
      of
      1933, the Securities Exchange Act of 1934, or the Sarbanes-Oxley Act of 2002;
      proceedings by the Securities and Exchange Commission; or proceedings by the
      Treasury Department, Labor Department, or Pension Benefit Guaranty Corporation
      with respect to matters affecting employee welfare, benefit or retirement
      programs.

    


    L.
      Preservation
      of the Collateral and Financial Condition.
      Take
      all reasonably necessary steps to preserve, protect and defend the Collateral
      free of unpermitted liens and give BANK access to and permit it to inspect
      the
      Collateral during all business hours and other reasonable times. Take all
      reasonably necessary steps to preserve the financial condition of the BORROWER
      and GUARANTOR as evidenced by the most recent financial statements of the
      BORROWER and GUARANTOR delivered to the BANK prior to the execution of this
      Agreement.

    


    M.
      Maintenance
      of Records.
      Keep
      adequate records and books of account, in which complete entries will be made
      in
      a manner reasonably acceptable to the BANK and consistently applied, reflecting
      all financial transactions of the BORROWER and GUARANTOR.

    


    N.
      Compliance
      With Laws.
      Comply
      in all material respects with all applicable laws, rules, regulations, and
      orders to the extent the failure to comply would have a material adverse affect
      upon the BORROWER or the Collateral, such compliance to include, without
      limitation, paying before the same become delinquent all taxes, assessments,
      and
      governmental charges imposed upon it or upon its property; provided,
      however,
      that
      BORROWER and GUARANTOR shall be entitled to contest the same in good faith
      so
      long as such action does not have a material adverse affect upon the BANK's
      rights hereunder or the Collateral which results in the BANK deeming itself
      insecure within the meaning of the Uniform Commercial Code as in effect in
      the
      State of New Hampshire.

    


    O.
      Accounts
      Deposits, and Balances.
      BORROWER and GUARANTOR shall maintain their primary operating and deposit
      accounts with the BANK. BORROWER and GUARANTOR may maintain accounts with other
      financial institutions provided that (1) any such account is maintained solely
      for purposes of BORROWER’s or GUARANTOR’s business relationship with such
      financial institutions, (2) deposits to all such accounts are limited to
      $100,000.00 in the aggregate, and (3) BANK is notified in writing of each such
      account within five (5) business days of BORROWER or GUARANTOR establishing
      the
      same.

    


    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

    P.
      Notification
      of Material Adverse Changes.
      Promptly notify the BANK in writing of any conditions or circumstances which
      reasonably could be expected to have a material adverse affect on BORROWER's
      or
      GUARANTOR’S continued operations or financial condition which is more likely
      than not to adversely affect the BORROWER's or GUARANTOR’s ability to pay the
      Obligations.

    


    Q.
      Additional
      Financial and Other Covenants.
      Comply
      with the additional financial and other covenants set forth on Schedule
      B
      attached
      hereto.

    


    R.
      New
      Accountants.
      On or
      before December 31, 2005, BORROWER shall engage a new certified public
      accounting firm to audit the financial statements of the BORROWER for the fiscal
      year ending December 31, 2005 and for each fiscal year thereafter. Such
      certified public accounting firm shall be subject to the reasonable approval
      of
      the BANK and BANK hereby approves BORROWER’s proposed engagement of the
      accounting firm of Moore Stephens, P.C., Certified Public Accountants for this
      purpose. 

    


    X.
      NEGATIVE COVENANTS.
      Until
      payment in full of all indebtedness under the Loans and the other Obligations,
      each of BORROWER and GUARANTOR covenants that neither BORROWER nor GUARANTOR
      will, without the express prior written consent of the BANK:

    


    A.
      Nature
      and Scope of Business.
      Enter
      into any type of business other than that in which it is presently engaged
      or
      otherwise significantly change the scope or nature of its business.

    


    B.
      Indebtedness.
      Incur,
      create, assume or suffer to exist any indebtedness for borrowed money (or issue
      or sell any of its bonds, debentures, notes or similar obligations) except:
      (1)
      borrowings under the Loans; (2) other Obligations to the BANK; (3) borrowings
      used to prepay in full the Obligations, (4) ordinary trade account payables,
      (5)
      purchase money indebtedness or capitalized leases the aggregate principal amount
      of which does not at any time exceed $100,000.00, (6) guaranties permitted
      under
      Section X.I below; (7) indebtedness of BORROWER to subordinated lenders approved
      in writing by the BANK, which indebtedness is subject to subordination
      agreements to the benefit of the BANK, in form and substance satisfactory to
      the
      BANK, (8) indebtedness of BPR to CMII which is subject to the CMII Subordination
      Agreement and any refinancing of the indebtedness of BPR to CMII on terms and
      conditions which are not more onerous to BPR than the terms and conditions
      under
      the existing indebtedness to CMII and subject to any such refinancing party
      executing a subordination agreement to the benefit of the BANK, in form and
      substance satisfactory to the BANK (collectively indebtedness under clauses
      (7)
      and (8) being “Permitted Subordinated Debt”); and (9) issuance of convertible
      subordinated debentures by BPG for purposes of obtaining additional working
      capital up to an aggregate amount of $1,000,000 and provided the same does
      not
      otherwise result in a breach of any of the financial covenants of the BORROWER
      under this Agreement.

    


    C.
      Liens
      and Mortgages.
      Incur,
      create, assume or suffer to exist any pledge, lien, attachment, charge or other
      encumbrance of any nature whatsoever on any of the Collateral, now or hereafter
      owned, other than (1) the security interests or liens granted to the BANK
      pursuant to the Loan Documents; (2) liens imposed by law, such as carriers,
      warehousemen's or mechanic's liens incurred in good faith in the ordinary course
      of business, and which do not in the aggregate have a material adverse effect
      on
      the BORROWER's or GUARANTOR’s financial condition or the Collateral; (3)
      prejudgment judicial attachments, provided that any such attachments in an
      amount which individually or in the aggregate exceed $100,000.00 are discharged
      in full prior to execution thereon, and in any event within forty-five (45)
      days
      of the date of the issuance of final judgment in the lawsuit from which such
      attachment arises, and BORROWER's legal counsel provides the BANK, immediately
      upon the issuance of such attachment, with a description of the lawsuit giving
      rise to such attachment and the probable outcome thereof; and (4) purchase
      money
      security interests granted and capitalized leases with respect to indebtedness
      permitted under clause (5) of Section X.B above. 

    


    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

    D.
      Capital
      Structure; Ownership; Management.
      Change
      the capital structure of BPR or GUARANTOR, or permit or participate in any
      changes to the current ownership of 100% of the capital stock of BPR and
      GUARANTOR by BPG.

    


    E.
      Places
      of Business; Location of Collateral.
      Maintain or relocate to, open or close, any other place of business or move
      any
      of the Collateral of BORROWER from the BORROWER’s existing facilities in
      Rochester, New Hampshire and New York, New York, except upon thirty (30) days
      prior written notice to the BANK and except for inventory sold in the ordinary
      course of business and for the disposition of obsolete assets in the ordinary
      course.

    


    F.
      Mergers,
      Acquisitions, Etc. Without the Consent of the Bank.
      Except
      as specifically permitted herein below, merge, exchange or consolidate with
      any
      other person, firm, or entity; or sell, assign, lease, or otherwise dispose
      of
      (whether in one transaction or in a series of transactions) all or substantially
      all of its assets (whether now owned or hereafter acquired); acquire all or
      substantially all of the capital stock, assets or the business of any other
      person, firm, or entity; or form or organize any new subsidiary entity or firm;
      or acquire any real property for operations, investment or otherwise.
      Notwithstanding the foregoing, without further consent of the BANK, in
      connection with acquiring the business of any person or entity, any of BORROWER
      or GUARANTOR may acquire the assets or capital stock of such person or entity
      provided that (A) the aggregate consideration (including the payment of cash,
      issuance of securities, and assumption of liabilities and indebtedness) for
      all
      such transactions does not exceed $2,500,000.00 and (B) the person or entity
      which is the subject of any such acquisition is engaged in substantially the
      same business as BPR.

    


    G.
      Leases. Create,
      incur, assume, or suffer to exist any obligation as lessee for the rental or
      hire of any real or personal property, except (i) leases existing on the date
      of
      this Agreement and any extensions or renewals thereof, and (ii) operating leases
      incurred in the ordinary course of BORROWER’s or GUARANTOR’s
      business.

    


    H.
      Sale
      of Assets.  Sell,
      lease, assign, transfer, or otherwise dispose of, any of its now owned or
      hereafter acquired assets (including, without limitation, any of the
      Collateral), except: (1) for inventory disposed of in the ordinary course of
      business; (2) the sale or other disposition of assets no longer used or useful
      in the conduct of its business as determined in a commercially reasonable
      manner; and (3) the sale or other disposition of assets with a value
      individually and in aggregate which does not exceed $100,000.00 in any fiscal
      year.

    


    
      
         

      

      
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    I.
      Guaranties.
      Etc.  Other
      than with respect to indebtedness permitted under Section X.B. above (including
      indebtedness of BPR to CMII which is subject to the CMII Subordination
      Agreement), assume, guarantee, endorse, or otherwise be or become directly
      or
      contingently responsible or liable (including, but not limited to, an agreement
      to purchase any obligation, stock, assets, goods, or services, or to supply
      or
      advance any funds, assets, goods, or services, or to maintain or cause such
      other person, firm, or entity to maintain a minimum working capital or net
      worth, or otherwise to assure the creditors of any other person, firm, or entity
      against loss) for obligations of any other person, firm, or entity, except
      guaranties by endorsement of negotiable instruments for deposit or collection
      or
      similar transactions in the ordinary course of business (product warranties
      for
      purposes of this section shall not be deemed guaranties). Notwithstanding the
      foregoing, BANK acknowledges that BORROWER may in the ordinary course of
      business be responsible for the performance by certain third parties in
      connection with projects undertaken by BORROWER for its customers; provided
      BORROWER shall notify the BANK in writing in the event that any such
      responsibility or liability is or becomes material.

    


    J.
      Transactions
      With Affiliates.
      Enter
      into any material transaction, including, without limitation, the purchase,
      sale, or exchange of property or the rendering of any service, with any
      affiliate, or the making of advances to any affiliates, except in the ordinary
      course of business upon fair and reasonable terms no less favorable to the
      BORROWER or GUARANTOR than they would obtain in a comparable arm's length
      transaction with a person not an affiliate which have been disclosed in writing
      to and approved by the BANK on or before the date of such transaction. As used
      herein, an “affiliate” is any person which is a shareholder (but excluding CMII)
      or is under common ownership with or a member of the same controlled group
      as
      BORROWER or GUARANTOR.

    


    K.
      Dividends.  Except
      as
      specifically permitted herein below, declare or pay any dividends; or purchase,
      redeem, retire, or otherwise acquire for value any capital stock, or warrants
      or
      options therefor, of any BORROWER or GUARANTOR, now or hereafter outstanding;
      or
      make any distribution of assets to any stockholders as such of any BORROWER
      or
      GUARANTOR, whether in cash, assets, or obligations of the BORROWER or GUARANTOR;
      or allocate or otherwise set apart any sum for the payment of any dividend
      or
      distribution on or for the purchase, redemption, or retirement of, any shares
      of
      capital stock; or warrants or options therefor, of any BORROWER or GUARANTOR,
      or
      make any other distribution by reduction of capital or otherwise in respect
      of
      any shares of capital stock, or warrants or options therefor, of any BORROWER
      or
      GUARANTOR. Notwithstanding the foregoing but subject to the following provision,
      BPG may (i) declare and pay ordinary dividends to holders of its common capital
      stock, provided that the declaration and payment of any such dividends does
      not
      and shall not result in or cause a breach of any of the financial covenants
      of
      the BORROWER under Section IX.Q. of this Agreement and (ii) issue the capital
      stock of BPG upon the exercise of any warrants outstanding with respect
      thereto.

    


    
      
         

      

      
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    L.
      Investments. Other
      than (i) among the BORROWER and GUARANTOR, (ii) BPG’s investment (whether in the
      form of debt or equity) in BPE which at no time shall exceed an aggregate amount
      of $_______________, and (iii) the acquisition of warrants by BPG in exchange
      for its issuance of capital stock upon the exercise of such warrants; make
      any
      loan or advance to any person, firm, or entity, or purchase or otherwise acquire
      any capital stock, assets, obligations, or other securities of, make any capital
      contribution to, or otherwise invest in or acquire any interest in any person,
      firm, or entity, except: (1) direct obligations of the United States of any
      agency thereof with maturities of one year or less from the date of acquisition;
      (2) commercial paper of a domestic issuer rated at least “A-1” by Standard &
      Poor's Corporation or “P-1” by Moody's Investor's Service, Inc.; (3)
      certificates of deposit with maturities of one year or less from the date of
      acquisition issued by any commercial bank having capital and surplus in excess
      of One Hundred Million ($100,000,000.00) Dollars; and (4) stock, obligations,
      or
      securities received in settlement of debts (created in the ordinary course
      of
      business) owing to the BORROWER.

    


    XI.
      CONDITIONS PRECEDENT TO MAKING OF LOANS.
      The
      obligation of the BANK to make any Loan and make disbursements and advances
      of
      the proceeds of the same to the BORROWER is subject to the satisfaction by
      the
      BORROWER, GUARANTOR, or their representatives of the following conditions
      precedent with respect to such Loan: (1) the BORROWER and GUARANTOR have
      executed and delivered all of the Loan Documents deemed appropriate and
      necessary by the BANK in its discretion, in form and substance satisfactory
      to
      the BANK; (2) the BORROWER’s and GUARANTOR’s warranties and representations as
      contained herein and in the Loan Documents shall be accurate and complete in
      all
      material respects; (3) BANK has received a satisfactory opinion of BORROWER’s
      and GUARANTOR’s legal counsel in form and substance satisfactory to the BANK;
      and (4) neither BORROWER nor GUARANTOR shall be in default under any of the
      covenants, warranties, representations, terms, or conditions contained in this
      Agreement or in the Loan Documents as of the date of closing on such Loan and
      as
      of the date of each disbursement and advance thereunder.

    


    
      
         

      

      
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    XII.
      EVENTS OF DEFAULT; ACCELERATION.
      The
      occurrence of any one or more of the following events shall constitute a default
      under this Agreement, each of the Loan Documents, and each of the Obligations
      (individually, an “Event of Default”, and collectively, “Events of Default”):
      (1) if any statement, representation or warranty made by the BORROWER or
      GUARANTOR in this Agreement or in any of the Loan Documents, or in connection
      with any of the same, or if any financial statement, report, schedule, or
      certificate furnished by the BORROWER, GUARANTOR, or any of their officers
      or
      accountants to the BANK, shall prove to have been false or misleading when
      made,
      or subsequently becomes false or misleading, in any material respect; (2)
      default by the BORROWER in payment on its due date of any principal or interest
      called for under any of the Loans or the Loan Documents, or of other amounts
      due
      under any other of the Obligations, or other default by the BORROWER of its
      payment obligations under the Loan Documents or the other Obligations, provided
      such default is not cured within any applicable grace period thereunder; (3)
      default (other than a payment default described in clause (2) above) by the
      BORROWER or GUARANTOR in the compliance, performance or observance of any of
      the
      provisions, terms, conditions, warranties or covenants of this Agreement, the
      Loan Documents, or any other of the Obligations, provided that such default
      is
      not cured within thirty (30) days of the occurrence thereof, and further
      provided, however, that no cure period shall be afforded BORROWER or GUARANTOR
      hereunder if such default has or could reasonably be expected to have an
      immediate material adverse affect upon the BORROWER’s or GUARANTOR’s financial
      condition, upon the BORROWER’s or GUARANTOR’s ability to conduct its business,
      upon the Collateral, or upon the rights, remedies, and/or security of BANK
      under
      this Agreement or the other Loan Documents; (4) the dissolution, termination
      of
      existence, merger or consolidation of the BORROWER or GUARANTOR, or a sale
      of
      all or substantially all of the BORROWER’s or GUARANTOR’S business, assets or
      properties not in the ordinary course of business; (5) the BORROWER or GUARANTOR
      shall (a) apply for or consent to the appointment of a receiver, trustee or
      liquidator of any of them or any of their property, (b) make a general
      assignment for the benefit of creditors, (c) be subject to an order of relief
      from creditors, (d) file a voluntary petition in bankruptcy, or a petition
      or an
      answer seeking reorganization, arrangement, insolvency, readjustment of debt,
      dissolution or liquidation under any law or statute, or an answer admitting
      the
      material allegations of a petition filed against any of them in any proceeding
      under any such law or statute, or (e) offer or enter into any composition,
      extension or arrangement seeking relief or extension of their debts; (6)
      proceedings shall be commenced or an order, judgment or decree shall be entered,
      without the application, approval or consent of the BORROWER or GUARANTOR,
      as
      the case may be, in or by any court of competent jurisdiction, relating to
      the
      bankruptcy, dissolution, liquidation, reorganization or the appointment of
      a
      receiver, trustee or liquidator of the BORROWER or GUARANTOR, or of all or
      a
      substantial part of their assets, and such proceedings, order, judgment or
      decree shall continue undischarged or unstayed for a period of sixty (60) days;
      (7) BORROWER’s or GUARANTOR’s inability to pay their debts as they mature or
      other act of insolvency, as determined by the BANK in a commercially reasonable
      manner; (8) a judgment for the payment of money not covered by insurance shall
      be rendered against the BORROWER or GUARANTOR in an amount in excess of
      $100,000.00 and the same shall remain undischarged for a period of thirty (30)
      days, during which period execution shall not be effectively stayed; (9) any
      default or event of default, or failure to pay when due, with respect to any
      material indebtedness, liabilities or obligations of BORROWER or GUARANTOR
      to
      any third party, including, but not limited to, with respect to any Permitted
      Subordinated Debt; (10) if at any time during the twelve (12) month period
      from
      the date of this Agreement, James Brooks is not the Chief Executive Officer
      of
      the BORROWER; or (11) any material adverse change to the BORROWER or GUARANTOR,
      or to their financial condition, or to the Collateral, and BORROWER has failed
      to cure the conditions giving rise thereto after written notice thereof from
      the
      BANK.

    


    Upon
      the
      occurrence of any Event of Default, the BANK's commitment to make further Loans
      under the Loan Documents or any other agreement with the BORROWER, and to make
      any advances or disbursements under any Loan, shall immediately cease and
      terminate and, at the election of the BANK, all of the Obligations of the
      BORROWER to the BANK, either under this Agreement, the Loan Documents, or
      otherwise, will immediately become due and payable without further demand,
      notice or protest, all of which are hereby expressly waived. Thereafter, the
      BANK may proceed to protect and enforce its rights, at law, in equity, or
      otherwise, against the BORROWER and GUARANTOR, and any endorser of the
      BORROWER’s Obligations, either jointly or severally, and may proceed to
      liquidate and realize upon any of its Collateral in accordance with the rights
      of a secured party under the Uniform Commercial Code, under any other applicable
      law, under any Loan Documents, under any other agreement between the BORROWER
      or
      GUARANTOR and the BANK, or under any agreement between any endorser of the
      BORROWER’s Obligations to the BANK, and to apply the proceeds thereof to payment
      of the Obligations of the BORROWER to the BANK in such order and in such manner
      as the BANK, in its sole discretion, deems appropriate.

    


    
      
         

      

      
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    XIII. JOINT
      AND SEVERAL LIABILITY.

    


    A.
      Each
      BORROWER and GUARANTOR is accepting joint and several liability under this
      Agreement in consideration of the financial accommodations to be provided by
      BANK under this Agreement, for the mutual benefit, directly and indirectly,
      of
      each BORROWER and GUARANTOR, and in consideration of the undertakings of each
      other BORROWER and GUARANTOR to accept joint and several liability for the
      Obligations of each BORROWER to BANK.

    


    B.
      Each
      BORROWER and GUARANTOR, jointly and severally, hereby irrevocably and
      unconditionally accepts, not merely as a surety but also as a co-debtor, joint
      and several liability with each other BORROWER and GUARANTOR, with respect
      to
      the payment and performance of all of the Obligations of each BORROWER to BANK
      under this Agreement (including, without limitation, any Obligations arising
      under this section), it being the intention of the parties hereto that all
      the
      Obligations of each BORROWER to the BANK under this Agreement shall be the
      joint
      and several obligation of each of the BORROWER and GUARANTOR without preferences
      or distinction among them.

    


    C.
      If and
      to the extent that any BORROWER or GUARANTOR shall fail to make any payment
      with
      respect to any of the Obligations of each BORROWER to BANK under this Agreement,
      as and when due or to perform any of such Obligations in accordance with the
      terms thereof, then in each such event the other BORROWER and GUARANTOR, under
      this Agreement will make such payment with respect to, or perform, such
      Obligation.

    


    D.
      The
      Obligations of each BORROWER and GUARANTOR under the provisions of this section
      constitute full recourse Obligations of each BORROWER and GUARANTOR enforceable
      against each such BORROWER and GUARANTOR to the full extent of its properties
      and assets, irrespective of the validity, regularity or enforceability of this
      Agreement or any other circumstance whatsoever.

    


    
      
         

      

      
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    E.
      Each
      BORROWER and GUARANTOR hereby waives notice of acceptance of its joint and
      several liability, notice of any loans made under this Agreement, notice of
      any
      action at any time taken or omitted by BANK under or in respect of any of the
      Obligations of each BORROWER to BANK under this Agreement, and generally, to
      the
      extent permitted by applicable law, but excepting only those notices and rights
      to cure specifically provided under this Agreement, all demands, notices and
      other formalities of every kind in connection with this Agreement. Each BORROWER
      and GUARANTOR hereby assents to, and waivers notice of, any extension or
      postponement of the time for the payment of any of the Obligations of each
      BORROWER to BANK under this Agreement, the acceptance of any payment of any
      of
      such Obligations, the acceptance of any partial payment thereon, any waiver,
      consent or other action or acquiescence by BANK at any time or times in respect
      of any default by any BORROWER and GUARANTOR in the performance or satisfaction
      of any term covenant, condition or provision of this Agreement, any and all
      other indulgences whatsoever by BANK in respect of any of the Obligations of
      each BORROWER to BANK under this Agreement, and the taking, addition,
      substitution or release, in whole or in part, at any time or times, of any
      security for any of such Obligations of each BORROWER to BANK or the addition,
      substitution or release, in whole or in part, of any BORROWER or GUARANTOR.
      Without limiting the generality of the foregoing, each BORROWER and GUARANTOR
      assents to any other action or delay in acting or failure to act on BANK’s part
      with respect to the failure by any BORROWER or GUARANTOR to comply with any
      of
      its respective Obligations, including, without limitation, any failure strictly
      or diligently to assert any right or to pursue any remedy or to comply fully
      with applicable laws or regulations thereunder, which might, but for the
      provisions of this section, afford grounds for terminating, discharging or
      relieving any BORROWER or GUARANTOR, in whole or in part, from any of its
      Obligations under this section, it being the intention of each BORROWER and
      GUARANTOR that, so long as any of the Obligations under this Agreement remain
      unsatisfied, the Obligations of such BORROWER and GUARANTOR under this section
      shall not be discharged except by performance and then only to the extent of
      such performance. The obligations of each BORROWER and GUARANTOR under this
      section shall not be diminished or rendered unenforceable by any winding up,
      reorganization, arrangement, liquidation, reconstruction or similar proceeding
      with respect to any other BORROWER or GUARANTOR or BANK. The joint and several
      liability of each BORROWER and GUARANTOR under this Agreement shall continue
      in
      full force and effect notwithstanding any absorption, merger, amalgamation
      or
      any other change whatsoever in the name, membership, constitution or place
      of
      formation of any BORROWER or GUARANTOR or BANK.

    


    F.
      The
      provisions of this section are made for the benefit of BANK and BANK’s
      successors and assigns, and may be enforced by BANK in good faith from time
      to
      time against any or all of the BORROWER and GUARANTOR as often as occasion
      therefore may arise and without requirement on BANK’s part first to marshal any
      of its claims or to exercise any of its rights against any BORROWER or GUARANTOR
      or to exhaust any remedies available to BANK against any other BORROWER or
      GUARANTOR or to resort to any other source or means of obtaining payment of
      any
      of the Obligations under this Agreement or to elect any other remedy. The
      provisions of this section shall remain in effect until all of the Obligations
      of each BORROWER to BANK under this Agreement shall have been paid in full
      or
      otherwise fully satisfied. If at any time, any payment, or any part thereof,
      made in respect of any of such Obligations of each BORROWER to BANK, is
      rescinded or must otherwise be restored or returned by BANK upon the insolvency,
      bankruptcy or reorganization of any BORROWER or GUARANTOR, or otherwise, the
      provisions of this section will forthwith be reinstated in effect, as though
      such payment had not been made.

    


    
      
         

      

      
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    G.
      Each
      BORROWER and GUARANTOR agrees that it shall not have, and hereby expressly
      waives: (i) any right to subrogation or indemnification, and any other right
      to
      payment from or reimbursement by any other BORROWER or GUARANTOR, in connection
      with or as a consequence of any payment made by any BORROWER or GUARANTOR to
      BANK, (ii) any right to enforce any right or remedy which BANK has or may
      hereafter have against any other BORROWER or GUARANTOR, and (iii) any benefit
      of, and any right to participate in (A) any collateral now or hereafter held
      by
      BANK, or (B) any payment to BANK by, or collection by BANK from any other
      BORROWER or GUARANTOR. The provisions of this paragraph are made for the express
      benefit of each BORROWER and GUARANTOR as well as BANK, and may be enforced
      independently by each BORROWER and GUARANTOR or any successor in interest to
      each BORROWER and GUARANTOR. The foregoing shall in no manner limit the rights
      of BORROWER and GUARANTOR against any third party or the properties or assets
      of
      any such third party.

    


    XIV.
      MISCELLANEOUS PROVISIONS.

    


    A.
      Entire
      Agreement; Waivers.
      This
      Agreement, the Schedules hereto, and the Loan Documents together constitute
      the
      entire agreement among the BORROWER, GUARANTOR, and the BANK with respect to
      the
      subject matter hereof. No covenant, term, condition or other provision of this
      Agreement or any of the Loan Documents, or any default in connection therewith,
      may be waived except by an instrument in writing, signed by the BANK and
      delivered to the BORROWER and GUARANTOR. The BANK’s failure to exercise or
      enforce any of its rights, powers or privileges under this Agreement or the
      Loan
      Documents shall not operate as a waiver thereof. In the event of any conflict
      between the terms, covenants, conditions and restrictions contained in the
      Loan
      Documents, the term, covenant, condition or restriction which confers the
      greatest benefit upon the BANK shall control. The determination as to which
      term, covenant, condition or restriction is more beneficial shall be made by
      the
      BANK in its sole discretion.

    


    B.
      Remedies
      Cumulative.
      All
      remedies provided under this Agreement and the Loan Documents or afforded by
      law
      shall be cumulative and available to the BANK until all of the BORROWER’s
      Obligations to the BANK have been paid in full.

    


    C.
      Survival
      of Covenants.
      All
      covenants, agreements, representations and warranties made in this Agreement
      and
      in the Loan Documents shall be deemed to be material and to have been relied
      on
      by the BANK, notwithstanding any investigation made by the BANK or in its
      behalf, and shall survive the execution and delivery of this Agreement and
      the
      Loan Documents. All such covenants, agreements, representations and warranties
      shall bind and inure to the benefit of the BORROWER’s, GUARANTOR’s, and the
      BANK’s successors and assigns, whether so expressed or not.

    


    D.
      Governing
      Law; Jurisdiction.
      This
      Agreement and the Loan Documents shall be construed and their provisions
      interpreted under and in accordance with the laws of the State of New Hampshire.
      The BORROWER and GUARANTOR, to the extent they may legally do so, hereby consent
      to the jurisdiction of the courts of the State of New Hampshire and the United
      States District Court for the State of New Hampshire for the purpose of any
      suit, action or other proceeding arising out of any of their obligations
      hereunder or with respect to the transactions contemplated hereby, and expressly
      waive any and all objections they may have to venue in any such
      courts.

    


    
      
         

      

      
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    E.
      Assurance
      of Execution and Delivery of Closing Documents and Additional
      Instruments.
      The
      BORROWER and GUARANTOR agree to execute and deliver, or to cause to be executed
      and delivered, to the BANK all of the documents, instruments, and certificates
      set forth on the Closing Agenda of even date herewith and all such further
      instruments, and to do or cause to be done all such further acts and things,
      as
      the BANK may reasonably request or as may be necessary or desirable to effect
      further the purposes of this Agreement and the Loan Documents. Upon receipt
      of
      an affidavit of an officer of BANK as to the loss, theft, destruction or
      mutilation of any Note or any other of the Loan Documents which is not of public
      record, and, in the case of any such loss, theft, destruction or mutilation,
      upon surrender and cancellation of such Note or other of the Loan Documents,
      BORROWER will issue, in lieu thereof, a replacement Note or other of the Loan
      Documents in the same principal amount thereof and otherwise of like
      tenor.

    


    F.
      Waivers
      and Assents.
      The
      BORROWER, GUARANTOR, and any endorsers of the BORROWER Obligations to the BANK,
      hereby waive, to the fullest extent permitted by law, all rights to marshaling
      of assets and all rights to demand, notice, protest, notice of acceptance of
      this Agreement and the Loan Documents, notice of Loans made, credit extended,
      Collateral received or delivered or other action taken in reliance hereon and
      all other demands and notices of any description with respect both to the Loan
      Documents and the Collateral.

    


    G.
      No
      Duty of the Bank With Respect to the Collateral.
      The
      BANK shall have no duty as to the collection or protection of Collateral or
      any
      income thereon, nor as to the preservation of rights against prior parties,
      nor
      as to the preservation of any rights pertaining thereto, beyond the safe custody
      thereof.

    


    H.
      Election
      of the Bank.
      The
      BANK may exercise its rights with respect to Collateral without resorting or
      regard to other collateral or sources of reimbursement for the Obligations
      of
      BORROWER to the BANK.

    


    
      
         

      

      
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    I.
      Assignment
      and Pledge.
      BANK
      shall have the unrestricted right at any time or from time to time, and without
      BORROWER’s or GUARANTOR’s consent, to assign all or any portion of its right and
      obligations under this Agreement and the Loan Documents to one or more banks
      or
      other financial institutions (each, an “Assignee”), and BORROWER and GUARANTOR
      agree that they shall execute, or cause to be executed, such documents,
      including without limitation, amendments to this Agreement and to any Loan
      Documents as BANK shall deem necessary to effect the foregoing. In addition,
      at
      the request of BANK and any such Assignee, BORROWER shall issue one or more
      new
      promissory notes, as applicable, to any such Assignee and, if BANK has retained
      any of its rights and obligations hereunder following such assignment, to BANK,
      which new promissory notes shall be issued in replacement of, but not in
      discharge of, the liability evidenced by the promissory note held by BANK prior
      to such assignment and shall reflect the amount of the respective commitments
      and loans held by such Assignee and BANK after giving effect to such assignment.
      Upon the execution and delivery of appropriate assignment documentation,
      amendments and any other documentation required by BANK in connection with
      such
      assignment, and the payment by Assignee of the purchase price agreed to by
      BANK
      and such Assignee, such Assignee shall be a party to this Agreement and shall
      have all of the rights and obligations of BANK hereunder (and under any and
      all
      other guaranties, documents, instruments and agreements executed in connection
      herewith) to the extent that such rights and obligations have been assigned
      by
      BANK pursuant to the assignment documentation between BANK and such Assignee,
      and BANK shall be released from its obligations hereunder and thereunder to
      a
      corresponding extent. This Agreement and the Loan Documents shall be binding
      upon and inure to the benefit of the BANK, BORROWER, GUARANTOR, their
      successors, assigns, heirs and personal representatives; provided, however,
      the
      rights and obligations of the BORROWER and GUARANTOR are not assignable,
      delegable or transferable without the consent of the BANK. BANK may at any
      time
      pledge all or any portion of its rights under this Agreement and the Loan
      Documents, including, but not limited to, any portion of any Note to any of
      the
      twelve (12) Federal Reserve Banks organized under Section 4 of the Federal
      Reserve Act, 12 U.S.C. Section 341. No such pledge or enforcement thereof shall
      release BANK from its obligations under any of the Loan Documents.

    


    J.
      Participations.
      BANK
      shall have the unrestricted right at any time and from time to time, and without
      the consent of or notice to BORROWER or GUARANTOR, to grant to one or more
      banks
      or other financial institutions (each, a “Participant”) participating interests
      in BANK’s obligations to lend under this Agreement, the Loan Documents, and/or
      any or all of the Loans held by BANK hereunder. In the event of any such grant
      by BANK of a participating interest to a Participant, whether or not upon notice
      to BORROWER or GUARANTOR, BANK shall remain responsible for the performance
      of
      its obligations hereunder and BORROWER and GUARANTOR shall continue to deal
      solely and directly with BANK in connection with BANK’s rights and obligations
      hereunder. BANK may furnish any information concerning BORROWER and GUARANTOR
      in
      its possession from time to time to prospective Assignees and Participants,
      provided that BANK shall require any such prospective Assignees or participant
      to agree in writing to maintain the confidentiality of such
      information.

    


    K.
      The
      BANK’s Right of Offset.
      BORROWER and GUARANTOR each hereby grants to BANK, a continuing lien, security
      interest and right of setoff as security for all liabilities and obligations
      to
      BANK, whether now existing or hereafter arising, upon and against all deposits,
      credits, collateral and property, now or hereafter in the possession, custody,
      safekeeping or control of BANK or any entity under the control of Banknorth
      Group, Inc. and its successors and assigns or in transit to any of them. At
      any
      time, without demand or notice (any such notice being expressly waived by
      BORROWER and GUARANTOR), BANK may setoff the same or any part thereof and apply
      the same to any liability or obligation of BORROWER or GUARANTOR even though
      unmatured and regardless of the adequacy of any other collateral securing the
      Loan. ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES
      WITH
      RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING
      ITS
      RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF
      BORROWER OR GUARANTOR ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.
      

    


    
      
         

      

      
        -23-

        
          

        

      

      
         

      

    

    L.
      Notices.
      All
      notices, requests, demands and other communications provided for hereunder
      shall
      be in writing (including telegraphic communication) and shall be either mailed
      by certified mall, return receipt requested, or delivered by overnight courier
      service, to the applicable party at the addresses set forth in this
      Agreement.

    


    M.
      Savings
      Clause.
      Any
      provision of this Agreement or any of the Loan Documents which is prohibited
      or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
      to the extent of such prohibition or unenforceability without invalidating
      the
      remaining provisions hereof or thereof or affecting the validity or
      enforceability of such provision in any other jurisdiction.

    


    N.
      Term
      of this Agreement.
      This
      Agreement shall remain in full force and effect until all of the Obligations
      have been paid in full, all of the terms, conditions and covenants under the
      Loan Documents have been performed, and all commitments of the BANK advance
      funds under any of the Loans have terminated.

    


    O.
      Use
      of
      Proceeds.
      No
      portion of the proceeds of the Loans shall be used, in whole or in part, for
      the
      purpose of purchasing or carrying any “margin stock” as such term is defined in
      Regulation U of the Board of Governors of the Federal Reserve
      System.

    


    P. Fees
      and Expenses.
      BORROWER shall pay on demand all reasonable expenses of BANK in connection
      with
      the preparation, administration, default, collection, waiver or amendment of
      the
      Loans, or in connection with BANK’s exercise, preservation or enforcement of any
      of its rights, remedies or options hereunder, including, without limitation,
      fees of outside legal counsel or the allocated costs of in-house legal counsel,
      accounting, consulting, brokerage or other similar professional fees or
      expenses, and any fees or expenses associated with travel or other costs
      relating to any appraisals or examinations conducted in connection with the
      Loans or any Collateral therefor, and the amount of all such expenses shall,
      until paid, bear interest at the rate applicable to principal hereunder
      (including any default rate) and be an Obligation secured by any Collateral.
      BANK shall provide to BORROWER a statement in reasonable detail of such expenses
      upon BANK’s demand for payment thereof by BORROWER.

    


    Q. Final
      Agreement.
      This
      Agreement is intended by the parties as the final, complete and exclusive
      statement of the transactions evidenced by this Agreement. All prior or
      contemporaneous promises, agreements and understandings, whether oral or
      written, are deemed to be superceded by this Agreement, and no party is relying
      on any promise, agreement or understanding not set forth herein. This Agreement
      may not be amended or modified except by a written instrument describing such
      amendment or modification executed by BORROWER, GUARANTOR, and
      BANK.

    


    R.
      Interest
      Rate Provisions.
      If, at
      any time, the rate of interest, together with all amounts which constitute
      interest and which are reserved, charged or taken by BANK as compensation for
      fees, services or expenses incidental to the making, negotiating or collection
      of the loan evidenced hereby, shall be deemed by any competent court of law,
      governmental agency or tribunal to exceed the maximum rate of interest permitted
      to be charged by BANK to BORROWER under applicable law, then, during such time
      as such rate of interest would be deemed excessive, that portion of each sum
      paid attributable to that portion of such interest rate that exceeds the maximum
      rate of interest so permitted shall be deemed a voluntary prepayment of
      principal. As used herein, the term “applicable law” shall mean the law in
      effect as of the date hereof; provided, however, that in the event there is
      a
      change in the law which results in a higher permissible rate of interest, then
      the applicable Loan Document shall be governed by such new law as of its
      effective date.

    


    
      
         

      

      
        -24-

        
          

        

      

      
         

      

    

    S.
      Waiver
      of Jury Trial.
      BORROWER, GUARANTOR, AND BANK MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND
      INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED
      HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
      LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE
      OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
      ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT,
      COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF BANK RELATING TO THE ADMINISTRATION
      OF THE LOAN OR ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT NO PARTY WILL
      SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL
      CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, EACH OF BANK,
      BORROWER, AND GUARANTOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER
      IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES
      OR
      ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. BORROWER AND
      GUARANTOR CERTIFY THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF BANK HAS
      REPRESENTED, EXPRESSLY OR OTHERWISE, THAT BANK WOULD NOT, IN THE EVENT OF
      LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER CONSTITUTES A
      MATERIAL INDUCEMENT FOR BANK TO ENTER INTO THIS AGREEMENT AND MAKE THE
      LOAN.

    


    


    


    [SIGNATURE
      PAGE FOLLOWS]

    


    
      
         

      

      
        -25-

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF,
      the
      BANK, BORROWER, and GUARANTOR have executed this Agreement all as of the day
      and
      year first above written.

     

     

    
      	 	 	 
	 	BANK:
	 	 
	WITNESSES:	BANKNORTH, N.A.
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
John
              Mercier, Senior Vice President
	 	 


    

    
      	 	 	 
	 	BORROWER:
	 	 
	 	BRANDPARTNERS GROUP, INC.
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
Signature
              and Title/Duly Authorized
	 	 


    

    
      	 	 	 
	 	BRANDPARTNERS
              RETAIL, INC.
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
Signature
              and Title/Duly Authorized
	 	 


      	 	 	 
	 	GUARANTOR:
	 	 
	 	GRAFICO INCORPORATED 
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
Signature
              and Title/Duly Authorized
	 	Title 




    



    
      
         

      

      
        -26-

        
          

        

      

      
         

      

    


    


    BANKNORTH,
      N.A.

    COMMERCIAL
      LOAN AGREEMENT

    


    SCHEDULE
      A

    


    CASH
      MANAGEMENT PROVISIONS

    


    BORROWER
      has established and shall maintain with the BANK a single Demand Deposit Account
      No. 9241250820 in the name “BrandPartners Group, Inc.” (the “Account”). BORROWER
      and BANK desire to establish a link between the Account and the Revolving Line
      of Credit Loan in order to provide for, among other things, automatic advances
      (“Automated Sweep Advances”) under the Revolving Line of Credit Loan to fund
      debits to the Account that are not otherwise covered by available funds
      (“Debits”) and automatic repayment of principal and payment of interest on the
      Automated Sweep Advances outstanding under the Revolving Line of Credit Loan
      from funds in the Account.
      BORROWER
      has requested that Automated Sweep Advances be automatically authorized under
      the Revolving Line of Credit Loan to fund any Debits to the Account, and to
      maintain any applicable pre-set Target Balance, subject to the availability
      of
      credit under the Revolving Line of Credit Loan. BORROWER has further requested
      that any available funds in the Account at the end of the day, subject to any
      applicable pre-set Target Balance, be used to repay any principal amounts due
      to
      the BANK under the Revolving Line of Credit Loan outstanding as a result of
      Automated Sweep Advances.

    


    For
      purposes of implementing the foregoing, the BANK and BORROWER agree as
      follows:

     

    A. The
      Revolving Line of Credit Loan is linked to the Account. To the extent that
      credit is available under the Revolving Line of Credit Loan, and provided that
      the BANK has not terminated the linkage to the Account, Advances under the
      Revolving Line of Credit Loan shall be made by the BANK on an automatic basis
      to
      fund Debits to the Account (that, in the absence of the Revolving Line of Credit
      Loan, would result in an overdraft), and to maintain any applicable pre-set
      Target Balance. Such Automated Sweep Advances shall not require the
      authorization of the BORROWER. Any Automated Sweep Advances under the Revolving
      Line of Credit Loan affirmatively desired by the BORROWER may be initiated
      only
      by
      accessing the Account directly via check or other method deemed appropriate
      by
      the BANK. 

    


    B. An
      Automated Sweep Advance under the Revolving Line of Credit Loan shall not occur
      if the credit availability under the Revolving Line of Credit Loan has been
      terminated by the BANK, or if the credit availability is insufficient to cover
      the full amount of the overdraft or the full amount necessary to maintain any
      applicable pre-set Target Balance, as the case may be, or if the credit
      availability is suspended in accordance with the terms of the Loan Documents,
      or
      if the total of Advances outstanding under the Revolving Line of Credit Loan
      together with the amount of any Automated Sweep Advance would exceed the maximum
      credit limit under the Loan Documents. The BORROWER agrees that the BANK has
      the
      right to decline, at any time in the exercise of its sole discretion, to make
      an
      Automated Sweep Advance to the BORROWER under the Revolving Line of Credit
      Loan.


    


    
      
         

      

      
        -27-

        
          

        

      

      
         

      

    

    C. The
      aggregate amount of Automated Sweep Advances outstanding under the Revolving
      Line of Credit Loan shall be automatically debited from the Account and repaid
      on a daily basis, provided that there are available funds in the Account and
      subject to any applicable Target Balance. Interest due on Automated Sweep
      Advances outstanding under the Revolving Line of Credit Loan shall be
      automatically debited from the Account and repaid from available funds in the
      Account on the day of each month specified for the payment of interest in the
      Loan Documents (“Interest Payment Date”), subject to any applicable Target
      Balance. Any available funds in the Account on the Interest Payment Date shall
      be used to satisfy the monthly interest payment first, with any excess to be
      applied to principal as set forth above. Partial payments will continue as
      funds
      become available until repayment is made in full. If there are insufficient
      funds available in the Account to cover the payment of amounts due for interest
      on the outstanding principal in accordance with the payment schedule set forth
      above, an Automated Sweep Advance under the Revolving Line of Credit Loan shall
      automatically occur to fund such payment to the extent that there is
      availability under the Revolving Line of Credit Loan. 

    


    D. 
      The
      Revolving Line of Credit Loan is considered “delinquent” when the interest and
      any other amounts due to the BANK under the terms of the Loan Documents have
      not
      been paid as required by the terms of the Loan Documents. Notwithstanding
      the foregoing, late fee charges will not be imposed on the Automated Sweep
      Advances while the link between the Revolving Line of Credit Loan and the
      Account is in effect.

    E. Subject
      to paragraph F below, repayment of Automated Sweep Advances due under the
      Revolving Line of Credit Loan may be made only by deposit to the linked Account
      and automatic debit by the BANK of available funds in the Account to satisfy
      the
      amounts due. Items on deposit include wire transfers to the Account, electronic
      items, cash and check deposits and any other credit items deemed to be on
      deposit by the BANK.

    


    F. Notwithstanding
      anything herein to the contrary, the BANK reserves the right to mail an invoice
      to the BORROWER, at any time and from time to time, for the entire unpaid
      principal balance and accrued interest plus any late fees or other amounts
      due
      under the Revolving Line of Credit Loan. In addition, the BANK reserves the
      right to collect payment from the BORROWER by check or any other payment method
      at the time the Revolving Line of Credit Loan terminates, whether such
      termination is voluntary or the result of demand by the BANK or an event of
      default, or at the time the BORROWER requests payoff information in anticipation
      of closing the Revolving Line of Credit Loan, or any other time deemed
      appropriate by the BANK.

    If
      at any
      time the Note evidencing the Revolving Line of Credit Loan is payable on a
      demand basis, the entire principal balance of any and all Advances under the
      Revolving Line of Credit Loan shall be due and payable to the BANK ON DEMAND.
      In
      no
      event
      shall
      the payment method described herein be construed as a limitation on the BANK’s
      right under the Loan Documents to demand full payment of any or all Advances.
      

    


    
      
         

      

      
        -28-

        
          

        

      

      
         

      

    

    G. The
      BORROWER acknowledges and agrees that the BANK may sever the link between the
      Revolving Line of Credit Loan and the Account at any time. If the link is
      severed, no Automated Sweep Advances will be made under the Revolving Line
      of
      Credit Loan to fund Debits in the Account. The BANK may continue to
      automatically debit the Account for amounts due to it for principal, interest
      and late fees in accordance with the terms of the Loan Documents.



    
      
         

      

      
        -29-

        
          

        

      

      
         

      

    


    


    


    BANKNORTH,
      N.A.

    COMMERCIAL
      LOAN AGREEMENT

    SCHEDULE
      B

    


    ADDITIONAL
      TERMS AND CONDITIONS

    


    


    I. Fees
      Payable by BORROWER:

    


    
      	Commitment Fee:	 	$75,000.00
              (payable in full on the date hereof) 
	 	 	 
	Unused Revolving Line of Credit	 	 
	Commitment Fee:	 	0.375%
              per annum of daily average of unadvanced amounts under Revolving Line
              of
              Credit Loan (based
              upon maximum amount of $5,000,000.00), determined quarterly and payable
              in
              arrears
	 	 	 
	Prepayment Fee:	 	
              In
                the event of any termination for any reason of the Revolving Line
                of
                Credit prior to the Revolving Line of Credit Maturity Date, or prepayment
                of the Term Loan prior to the scheduled payments of principal thereunder,
                BORROWER shall pay to BANK a prepayment fee equal to the product
                of the
                Commitment Amount (as hereinafter defined) multiplied by (a) two
                percent
                (2%) if such termination or prepayment occurs on or before May 4,
                2006 or
                (b) one percent (1%) if such termination or prepayment occurs after
                May 4,
                2006 and on or before the Revolving Line of Credit Maturity Date.
                “Commitment Amount” means the sum of $5,000,000 plus the then outstanding
                principal balance of the Term
                Loan.
 


    

     

     

    II. Description
      of Financial Statements to be Delivered:

    


    A.
      Annual
      consolidated and consolidating financial statements of BORROWER and GUARANTOR
      within ninety (90) days after the end of each fiscal year, including balance
      sheets and statements of income, retained earnings and surplus, and a statement
      of cash flow, together with supporting schedules, setting forth in each case
      comparative figures for the preceding fiscal year, all as prepared in accordance
      with generally accepted accounting principles consistently applied and in each
      case prepared and audited by an independent certified public accountant
      reasonably acceptable to BANK.

    


    
      
         

      

      
        -30-

        
          

        

      

      
         

      

    

    B.
      Form
      10K annual report of Brand Partners Group, Inc. as filed with the Securities
      and
      Exchange Commission within ninety (90) days after the end of each fiscal
      year.

    


    C.
      Copies
      of all management letters, exception reports or similar letters or reports
      received by BORROWER from its independent certified public accountants within
      five (5) days after receipt thereof by BORROWER.

    


    D.
      Monthly consolidated financial statements of the BORROWER and GUARANTOR within
      thirty (30) days after the end of each month, including balance sheets and
      statements of income and cash flow, together with supporting schedules, all
      as
      prepared on a consistent basis by the BORROWER and GUARANTOR.

    


    E.
      Form
      10Q quarterly report of BrandPartners Group, Inc. as filed with the Securities
      and Exchange Commission within ninety (90) days after the end of each fiscal
      quarter.

    


    F.
      Annual
      operating budgets and plans of the BORROWER and GUARANTOR prepared on a month
      by
      month basis to be delivered to the BANK within thirty (30) days prior to the
      beginning of the fiscal year as to which they pertain.

    


    G.
      Current project backlog summary of the BORROWER and GUARANTOR within thirty
      (30)
      days after the end of each month. 

    


    H.
      Financial covenant compliance certifications by the BORROWER within forty-five
      (45) days after the end of each fiscal quarter on such or forms as may from
      time
      to time be specified by the BANK.

    


    I.
      Form
      8K’s as filed with the Securities and Exchange Commission within one (1)
      business day of filing with the Securities and Exchange Commission.

    


    III. Financial
      Covenants

    


    A.
      BORROWER, on a consolidated basis with GUARANTOR, shall have a minimum Tangible
      Capital Base (as hereinafter defined) of not less than negative Two Million
      Five
      Hundred Thousand Dollars ($2,500,000.00) as of March 31, 2005, and as of the
      end
      of each of BORROWER’s fiscal quarters thereafter, which minimum Tangible Capital
      Base shall increase on a cumulative basis as of the end of each fiscal quarter
      by an amount equal to fifty percent (50%) of the Net Profits (as hereinafter
      defined) for such fiscal year. “Tangible Capital Base”
      means
      the value of BORROWER's and GUARANTOR’s total assets on a consolidated basis
      (but excluding goodwill, patents, trademarks, trade names, organization expense,
      unamortized debt discount and expense, capitalized or deferred research and
      development costs, deferred marketing expenses, and other like intangibles)
      less
      total liabilities, including but not limited to accrued and deferred income
      taxes, but excluding Permitted Subordinated Debt,
      all as
      determined from the BORROWER's and GUARANTOR’s financial statements delivered to
      the BANK in accordance with the covenants of the BORROWER herein above (the
      “Financial Statements”). “Net Profits” means net profits of BORROWER and
      GUARANTOR on a consolidated basis as determined on a consolidated basis in
      accordance with generally accepted accounting principles from the Financial
      Statements.

    


    
      
         

      

      
        -31-

        
          

        

      

      
         

      

    

    B.
      BORROWER, on a consolidated basis with GUARANTOR, shall maintain a Fixed Charge
      Coverage Ratio (as hereinafter defined) of not less than 1.5:1
      as of
      March 31, 2005, and as of the end of each of BORROWER’s fiscal quarters
      thereafter.
“Fixed
      Charge Coverage Ratio” means the ratio of (a) EBITDA (as hereinafter defined),
      minus the sum of taxes, dividends, and non-financed capital expenditures paid
      in
      cash, for the twelve (12) month period ending on the date of determination,
      to
      (b) the sum of interest expense, lease expense, rent expense, required scheduled
      principal payments on long term debt and the current portion of capitalized
      lease obligations all for the twelve (12) month period ending on the date of
      determination. “EBITDA” means BORROWER’s and GUARANTOR’s net income on a
      consolidated basis, less income or plus loss from discontinued operations and
      extraordinary items, plus income taxes, plus interest expense, plus
      depreciation, depletion, amortization and other non-cash charges, all for the
      twelve (12) month period ending on the date of determination.

    


    C.
      BORROWER, on a consolidated basis with GUARANTOR, shall maintain a ratio of
      Funded Debt (as hereinafter defined) to EBITDA not exceeding 2.0:1
      as of
      March 31, 2005, and as of the end of each of BORROWER’s fiscal quarters
      thereafter.
“Funded
      Debt” means all of BORROWER’s and GUARANTOR’s outstanding liabilities for
      borrowed money and other interest-bearing liabilities on a consolidated basis,
      including current and long-term debt (including the Loans and Permitted
      Subordinated Debt).

    


    D.
      BORROWER shall maintain at all times Permitted Subordinated Debt in the
      principal amount of not less than $5,500,000.00.

    


    E.
      BORROWER,
      on a
      consolidated basis with GUARANTOR,
      shall
      report and certify to BANK its compliance with the financial covenants
      hereinabove within forty-five (45) days after the end of each fiscal quarter,
      commencing with the fiscal quarter ending March 31, 2005, on such form or forms
      as may from time to time be specified by the BANK.

     

    
      
         

      

      
        -32-