Employment
      Agreement

    
 

    Agreement
      dated as of June 30, 2005, by and between BrandPartners Group, Inc, Inc., a
      Delaware corporation (the “Company”) and Suzanne M. Verrill (the
“Employee”).

    


    WHEREAS,
      the Company desires to employ the Employee with the Company on the terms and
      conditions set forth in this Agreement; and

    


    WHEREAS,
      the Employee desires to be so employed and has agreed to enter into this
      Agreement.

    


    1. Term
      of Employment.
      The
      Company agrees to employ the Employee and the Employee agrees to serve in the
      employ of the Company, for a term commencing the date hereof and ending December
      31, 2005 unless sooner terminated or extended as herein provided. The term
      shall
      automatically be extended for one (1) additional year periods effective January
      1, 2006 and annually thereafter, unless either party provides the other with
      written notice not later than ninety (90) days prior to the expiration of the
      term, as extended, of its selection not to extend the term.

    


    2. Position
      and Duties.
      During
      the term, the Employee shall be employed as Executive Vice President, Finance
      and Chief Financial Officer, reporting to the Chief Executive Officer.
      Employee’s responsibilities shall include managing the financial business units,
      revenues and profit and loss (gross margin basis) responsibility, and other
      duties consistent with Employee’s title and role as determined from time to time
      by the Chief Executive Officer.

     

    3. Compensation
      and Benefits.
      In
      partial consideration of Employee’s performance of the services and observance
      of the covenants set forth herein, the Company shall pay the Employee, and
      the
      Employee shall accept, the compensation and benefits described on Schedule
      A
      attached hereto and incorporated herein by reference.

     

    4. Non-Disclosure,
      Non-Disparagement and Non-Competition.
      Employee acknowledges that, in the course of Employee’s employment, Employee has
      had and will have access to and has been and will become aware of and informed
      of confidential and/or proprietary information that is a competitive asset
      of
      the Company. It is understood and agreed upon between the Employee and the
      Company that, during the course of Employee’s employment with the Company and
      continuing thereafter for a period of six (6) months with regard to (a) and
      (b),
      fifteen (15) months with regard to (c) and (d) below, and indefinitely with
      regards to (e) below, neither Employee nor Employee’s agent(s)
      shall:

    


    (a) engage,
      directly or indirectly, whether as a principal, agent, employee, representative,
      shareholder (other than an investment of not more than 5% of the stock or equity
      of any corporation, the capital stock of which is publicly traded) or otherwise,
      in any activity or business venture, including but not limited to the
      manufacture or sale of any products or services directed toward the financial
      services industry, which is in competition with the Company; or

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    (b) solicit,
      entice, endeavor to solicit or entice or employ, directly or indirectly, any
      person who was a director, officer, employee or consultant to the Company at
      the
      time that the Employee’s employment with the Company terminates, who by reason
      of such position is in possession of any confidential information or trade
      secrets relating to the business of the Company, either on Employee’s own
      account or for any person, firm, corporation or other organization, whether
      or
      not such person would commit any breach of such person’s agreement by reason of
      leaving the service of the Company; or

    


    (c) disclose
      or divulge to any person, firm, corporation, or other organization any of the
      Company’s non-public information concerning customers or employees;
      or

    


    (d) take
      any
      action or make any statement to the effect of which would be, directly or
      indirectly, to impair the goodwill of the Company or any of its subsidiaries,
      or
      the business reputation or good name of the Company or any of its subsidiaries
      to make any other statement which would otherwise be detrimental to the interest
      of the Company, including, without limitation, any action or statement intended,
      directly or indirectly, to benefit a competitor of the Company or any of its
      subsidiaries; or

    


    (e) disclose
      or divulge to any person, firm, corporation, or other organization any of the
      Company’s trade secrets.

     

    5. Termination.
      (a)
      Subject to the other terms and conditions hereof, the Employee’s employment
      under this Agreement shall terminate upon the expiration of the term, or, if
      earlier, upon the earliest to occur of any of the following events:

    


    (i) Upon
      the
      death of the Employee, as follows: If the Employee shall die during the term,
      this Agreement shall terminate on the date of Employee’s death and Employee’s
      estate shall be entitled to receive Employee’s base salary at the rate provided
      in Schedule A hereto to the end of the calendar month in which Employee’s death
      occurs, if not already paid, and bonus or earn out, if any, for the fiscal
      year
      prior to the date Employee’s death occurs, if not already paid, and for the
      fiscal year in which Employee’s death occurs, on a prorated basis up until the
      date of Employee’s death, payable in accordance with Company policies then in
      effect.

    


    (ii) Upon
      the
      disability of the Employee as follows: if, in the written opinion of a qualified
      physician selected by the Company, the Employee shall become unable to perform
      his/her duties hereunder due to physical or mental illness, and has failed,
      because of such illness, to render, for 90 days out of any 180-day period,
      services of the character contemplated by this Agreement, the Company may
      terminate the Employee’s employment upon written notice to the Employee. In such
      event, the Employee shall be entitled to receive Employee’s base salary at the
      rate provided in Schedule A hereto to the end of the calendar month in which
      the
      termination occurs, and bonus, if any, for the fiscal year prior to the date
      Employee’s termination occurs, if not already paid, and for the fiscal year in
      which Employee’s disability occurs, on a prorated basis up until the date of
      termination, payable in accordance with Company policies then in
      effect.

    



    
      
         

      

      
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    (iii)
      For
      Cause, as follows: The Company may terminate the Employee’s employment for
      cause, upon written notice to the Employee, subject to the Employee’s ability to
      cure as set forth below. As used in this Agreement, cause shall mean (A) a
      conviction or plea of guilty or not contendre to a felony or a misdemeanor
      (or
      summary conviction offense) involving moral turpitude, or (B) any act or
      omission of the Employee which (i) constitutes a material breach by the Employee
      of this Agreement, or (ii) is a willful violation of Company policy in effect
      from time to time, to (iii) constitutes a material breach of the Employee’s
      fiduciary duties, or (iv) is a statement or act by the Employee which violates
      the Company’s personnel policies then in effect or which reasonably might expose
      the Company to any claim or legal action, or (v) is an act or failure to perform
      any act (other than in good faith) to the detriment of the business of the
      Company. In the event of a termination pursuant to this Section 5(a)(iii),
      the
      Employee shall be entitled to receive only Employee’s base salary at the rate
      provided in Schedule A hereto through the date of termination. Prior to
      termination for cause, the Company shall give the Employee ten (10) days prior
      written notice of its intent to terminate the Employee’s employment for cause.
      Such notice shall set forth in reasonable detail the basis giving rise to cause.
      The Employee shall have the right, if the basis for such cause is curable,
      to
      cure the same within a reasonable period of time after the date of such written
      notice, provided that the Employee begins to cure within ten (10) days of the
      date of such written notice and diligently prosecutes such efforts
      thereafter.

    


    (iv)
      Without cause, as follows: The Company may terminate the Employee’s employment
      without cause, at any time, upon written notice to the Employee. In such an
      event, the Employee shall be entitled to receive Employee’s base salary at the
      rate in effect on the date of termination for a six month period from the date
      of termination, and bonus, if any, for the fiscal year prior to the date
      Employee’s termination occurs, if not already paid, and for the fiscal year in
      which Employee’s termination occurs, on a prorated basis up until the date of
      Employee’s termination.

    


    (v)
      For
      Good Reason, as follows: The Employee may terminate his/her employment for
      Good
      Reason (as defined below) as provided below. In such an event, the Employee
      shall be entitled to the same termination benefits as would have been payable
      in
      the event of a termination without cause as set forth in Section 5(a)(iv)
      above,
      subject to the Company’s ability to cure as set forth below. For purposes of
      this Agreement, termination for “Good Reason” shall mean termination for reason
      of (A) a material change in Employee’s, duties or responsibilities as set forth
      in this Agreement, or (B) a reduction in the compensation or benefits payable
      to
      the Employee, except in the case that such reduction is in conjunction with
      a
      Company-wide reduction; or (C) a material breach of this Agreement by the
      Company; or (D) the relocation of the Employee’s primary place of business
      outside of a fifty (50) mile radius of such primary place of business without
      the Employee’s prior written consent.

    


    (vi)
      The
      Employee may terminate his/her employment without Good Reason under this
      Agreement at any time upon fourteen (14) days prior written notice to the
      Company.

    


    (b) Other
      than as set forth in this Section 5, the
      Employee or estate of the Employee shall not be entitled to any benefits or
      compensation whatsoever from the Company or its affiliates upon or alter
      termination or expiration of this Agreement, other than as required or permitted
      by law.

    



    
      
         

      

      
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    6. Injunctive
      Relief. Because
      the remedy at law for any breach of the provisions contained in paragraph
      above would be inadequate, Employee hereby consents, in the case of any such
      breach, to the granting by any court of competent jurisdiction all equity powers
      including but not limited to pre-judgment injunctive relief. In the event of
      a
      breach or threatened breach of paragraph 4 of this Agreement, it is hereby
      agreed that the Company shall be entitled to an injunction or similar equitable
      relief restraining the commission or continuation of any such breach by granting
      specific performance of any act required to be performed, without the necessity
      of showing any actual damages or that money damages would not afford an adequate
      remedy and without the necessity of posting any bond or other security. In
      the
      event that either party shall bring an action to enforce the terms contained
      in
      paragraph 4 of this Agreement, the successful party to such action shall be
      entitled to recover the costs of litigation, including reasonable attorney’s
      fees.

    


    7. Successors.
      This
      Agreement shall be binding upon and shall insure to the benefit of the parties
      and their respective heirs, legal representatives, successors and permitted
      assigns. This Agreement shall not be assignable by the Employee.

    


    8. Entire
      Agreement. The
      terms
      of this Agreement are intended by the parties to be the final expression of
      their agreement with respect to the employment of the Employee by the Company
      and may not be contradicted by evidence of any prior or contemporaneous
      agreement. The parties hereto agree that this Agreement shall be in effect
      as of
      the date hereof and shall supersede and be in lieu of any and all prior
      agreements or understandings regarding the employment of the Employee, whether
      verbal or written.

    


    9. Severability.
      Enforcement. If any provision of this Agreement, or the application thereof
      to
      any person, place or circumstance, shall be held by a court of competent
      jurisdiction to be invalid, unenforceable or void, the remainder of this
      Agreement and such provisions as applied to other persons, places and
      circumstances shall remain in full force and effect.

     

    10.  Governing
      Law.
      The
      parties agree that the courts of New Hampshire shall have nonexclusive
      jurisdiction over the enforcement and interpretation of this Agreement and
      that
      New Hampshire law shall apply.

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date and
      year first above written.

    


    BrandPartners
      Group, Inc.

    


    By:      

    James
      F.
      Brooks, Chief Executive Officer and President

    


    Suzanne
      M. Verrill

    



    
      
         

      

      
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    SCHEDULE
      A

    


    


    ANNUAL
      SALARY$135,000.00 

    


    


    OTHER
      BENEFITS

    Employee
      shall be eligible for vacation, sick/personal days, health, dental, disability
      and life insurance and 401(k) profit sharing made available by the Company
      to
      its employees from time to time as described in the attached summary. All
      Company insurance plans and contracted insurance carriers are subject to change,
      as management deems necessary or advisable.

    


    VACATION

    Employee
      shall be entitled to five (5)
      weeks
      of
      paid vacation annually, accrued in accordance with Company policy.

    


    BONUS

    If
      the
      EBITDA for the Company’s operating subsidiaries (BrandPartners Retail, Inc.;
      BrandPartners Europe, Ltd; and Grafico, Incorporated) is less than $9.75 million
      for fiscal year 2005, a bonus for calendar year 2005, if any, will be at the
      discretionary recommendation of the Company’s Compensation Committee, subject to
      Board approval. If the EBITDA for the Company’s operating subsidiaries
      (BrandPartners Retail, Inc.; BrandPartners Europe, Ltd; and Grafico,
      Incorporated) is equal to or greater than $9.75 million for fiscal year 2005,
      then in that event, the bonus for calendar year 2005 shall be a minimum of
      20%
      of Annual Salary. However, the Company’s Compensation Committee may, in its
      discretion, recommend a bonus greater than 20% of Annual Salary, which
      recommendation is subject to Board approval.

    


    


    
      
         

      

      
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