REVOLVING
      LINE OF CREDIT PROMISSORY NOTE

    


    


    
      	$5,000,000.00	
               Manchester,
                NH

            	
               May
                ___,
                2005

            


    

        

    


    FOR
      VALUE
      RECEIVED, BRANDPARTNERS GROUP, INC., a Delaware corporation, and BRANDPARTNERS
      RETAIL, INC., a New Hampshire corporation, each with executive offices at 10
      Main Street, Rochester, New Hampshire 03839 (collectively, the “Borrower”),
      jointly and severally promise to pay to the order of BANKNORTH, N. A., a
      national banking association with a business address of 5 Commerce Park North,
      Bedford, New Hampshire 03110 (the “Bank”), at such address, or such other place
      or places as the holder hereof may designate in writing from time to time
      hereafter, the maximum principal sum of FIVE MILLION DOLLARS ($5,000,000.00),
      or
      so much thereof as may be advanced or readvanced by the Bank to the Borrower
      from time to time hereafter (such amounts defined as the “Debit Balance” below),
      together with interest as provided for hereinbelow, in lawful money of the
      United States of America.

    


    The
      Borrower's “Debit Balance” shall mean the debit balance in an account on the
      books of the Bank, maintained in the form of a ledger card, computer records
      or
      otherwise in accordance with the Bank's customary practice and appropriate
      accounting procedures wherein there shall be recorded the principal amount
      of
      all advances made by the Bank to the Borrower, all principal payments made
      by
      the Borrower to the Bank hereunder, and all other appropriate debits and
      credits.

    


    Under
      the
      Revolving Line of Credit Loan evidenced by this Note (the “Line of Credit”), the
      Bank agrees to lend to the Borrower, and the Borrower may borrow, up to the
      maximum principal sum provided for in this Note, all in accordance with and
      subject to the terms, conditions, and limitations of this Note and the
      Commercial Loan Agreement of near or even date herewith entered into by and
      between the Borrower and the Bank, and as said agreement may be further amended
      from time to time (collectively, as amended, the “Loan Agreement”). The holder
      of this Note is entitled to all of the benefits and rights of the Bank under
      the
      Loan Agreement. However, neither this reference to the Loan Agreement nor any
      provision thereof shall impair the absolute and unconditional obligation of
      the
      Borrower to pay the principal and interest of this Note as herein provided.
      Terms not otherwise defined herein shall have the meanings ascribed to them
      in
      the Loan Agreement.

    


    The
      Borrower shall make requests for advances under this Note as provided in the
      Loan Agreement. The Borrower agrees that the Bank may make all advances under
      this Note by direct deposit to any demand account of the Borrower with the
      Bank
      or in such other manner as may be provided in the Loan Agreement, and that
      all
      such advances shall represent binding obligations of the Borrower.

    


    The
      Borrower acknowledges that this Note is to evidence the Borrower's obligation
      to
      pay its Debit Balance, plus interest and any other applicable charges as
      determined from time to time, and that it shall continue to do so despite the
      occurrence of intervals when no Debit Balance exists because the Borrower has
      paid the previous existing Debit Balance in full.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Interest
      shall be calculated and accrue daily, based on the actual days elapsed over
      a
      three hundred sixty (360) day banking year, on the unpaid principal balance
      outstanding from time to time under this Note. The unpaid principal balance
      outstanding hereunder from time to time shall bear interest at a variable annual
      rate equal to the Prime Rate as defined and determined under the Loan Agreement
      from time to time. Each time the Prime Rate changes, the interest rate hereunder
      shall change contemporaneously with such change in the Prime Rate effective
      as
      of the opening of business on the date of change. 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.
      Under and subject to the terms of the Loan Agreement, the Borrower may also
      elect to have a LIBOR based rate apply to all or a portion of the outstanding
      principal under this Note.

    


    Pending
      an Event of Default as provided in the Loan Agreement and herein below, the
      Bank
      shall extend the Line of Credit through and until the Revolving Line of Credit
      Maturity Date (as set forth in the Loan Agreement). Through and until such
      date,
      the Borrower shall (i) make payments of principal from time to time as provided
      in the Loan Agreement and (ii) make payments of interest monthly in arrears
      commencing thirty (30) days from the date hereof (or on any day within 30 days
      of the date hereof agreed to by the Borrower and the Bank to provide for a
      convenient payment date) and continuing on the same date of each month
      thereafter through and until the earlier of the acceleration of this Note upon
      an Event of Default as provided herein below or the Revolving Line of Credit
      Maturity Date, whereupon all principal, accrued and unpaid interest, and any
      other charges provided for hereunder, shall be due and payable in full. In
      the
      event that the Line of Credit is renewed, this Note shall thereafter continue
      to
      evidence amounts advanced and due under the Line of Credit as
      renewed.

    


    This
      Note
      is being executed and delivered in accordance with the terms of the Loan
      Agreement and the documents defined therein as the “Loan Documents”. The payment
      and performance of the obligations contained in the Loan Documents are secured
      by the collateral granted to the Bank therein (the “Collateral”) and the
      security granted to the Bank in the Loan Documents.

    


    At
      the
      option of the Bank, this Note shall become immediately due and payable in full,
      without further demand or notice, if any payment of interest or principal is
      not
      made when due or upon the occurrence of any other Event of Default under the
      terms hereof, under the Loan Agreement, or under any of the other Loan
      Documents.

    


    The
      holder may impose upon the Borrower a delinquency charge of five percent (5%)
      of
      the amount of interest not paid on or before the tenth (10th) day after such
      installment is due. The entire principal balance hereof, together with accrued
      interest, shall after the occurrence and during the continuance of an Event
      of
      Default under the Loan Agreement or maturity, whether by demand, acceleration
      or
      otherwise, bear interest at the Prime Rate plus an additional five percent
      (5%)
      per annum.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    The
      Borrower agrees that any other property upon or in which the Borrower has
      granted or hereafter grants the holder a mortgage or security interest, securing
      the payment and performance of any other liability of the Borrower to the
      holder, shall also constitute collateral securing this Note.  Borrower
      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), Bank may setoff the same
      or any part thereof and apply the same to any liability or obligation of
      Borrower 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 ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY
      WAIVED.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    The
      Borrower, and every maker, endorser, or guarantor of this Note, jointly and
      severally, agree to pay on demand all reasonable out-of-pocket costs of
      collection hereof, including reasonable attorneys' fees, whether or not any
      foreclosure or other action is instituted by the holder in its
      discretion.

     

    No
      delay
      or omission on the part of the holder in exercising any right, privilege or
      remedy shall impair such right, privilege or remedy or be construed as a waiver
      thereof or of any other right, privilege or remedy. No waiver of any right,
      privilege or remedy or any amendment to this Note shall be effective unless
      made
      in writing and signed by the holder. Under no circumstances shall an effective
      waiver of any right, privilege or remedy on any one occasion constitute or
      be
      construed as a bar to the exercise of or a waiver of such right, privilege
      or
      remedy on any future occasion.

    


    The
      acceptance by the holder hereof of any payment after any default hereunder
      shall
      not operate to extend the time of payment of any amount then remaining unpaid
      hereunder or constitute a waiver of any rights of the holder hereof under this
      Note.

    


    All
      rights and remedies of the holder, whether granted herein or otherwise, shall
      be
      cumulative and may be exercised singularly or concurrently, and the holder
      shall
      have, in addition to all other rights and remedies, the rights and remedies
      of a
      secured party under the Uniform Commercial Code of New Hampshire. The holder
      shall have no duty as to the collection or protection of the Collateral or
      of
      any income thereon, or as to the preservation of any rights pertaining thereto
      beyond the safe custody thereof. Surrender of this Note, upon payment or
      otherwise, shall not affect the right of the holder to retain the Collateral
      as
      security for the payment and performance of any other liability of the Borrower
      to the holder in accordance with the provisions of the Loan
      Documents.

    


    The
      Borrower, and every maker, endorser, or guarantor of this Note, hereby jointly
      waive, to the fullest extent permitted by law, presentment, notice, protest
      and
      all other demands and notices and assents (1) to any extension of the time
      of
      payment or any other indulgence, (2) to any substitution, exchange or release
      of
      Collateral, and (3) to the release of any other person primarily or secondarily
      liable for the obligations evidenced hereby.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    This
      Note
      and the provisions hereof shall be binding upon the Borrower and the Borrower's
      heirs, administrators, executors, successors, legal representatives and assigns
      and shall inure to the benefit of the holder, the holder's heirs,
      administrators, executors, successors, legal representatives and
      assigns.

    


    The
      word
“holder” as used herein shall mean the payee or endorsee of this Note who is in
      possession of it, or the bearer, if this Note is at the time payable to the
      bearer.

    


    Upon
      receipt of an affidavit of an officer of Bank as to the loss, theft, destruction
      or mutilation of this Note, and, in the case of any such loss, theft,
      destruction or mutilation, upon cancellation of this Note, Borrower will issue,
      in lieu hereof, a replacement note in the same principal amount thereof and
      otherwise of like tenor.

    


    This
      Note
      may not be amended, changed or modified in any respect except by a written
      document which has been executed by each party. This Note constitutes a New
      Hampshire contract to be governed by the laws of such state and to be paid
      and
      performed therein.

    


    The
      provisions of this Note are expressly subject to the condition that in no event
      shall the amount paid or agreed to be paid to the holder hereunder and deemed
      interest under applicable law exceed the maximum rate of interest on the unpaid
      principal balance hereunder allowed by applicable law, if any, (the “Maximum
      Allowable Rate”), which shall mean the law in effect on the date hereof, except
      that if there is a change in such law which results in a higher Maximum
      Allowable Rate being applicable to this Note, then this Note shall be governed
      by such amended law from and after its effective date. In the event that
      fulfillment of any provisions of this Note results in the interest rate
      hereunder being in excess of the Maximum Allowable Rate, the obligation to
      be
      fulfilled shall automatically be reduced to eliminate such excess. If
      notwithstanding the foregoing, the holder receives an amount which under
      applicable law would cause the interest rate hereunder to exceed the Maximum
      Allowable Rate, the portion thereof which would be excessive shall automatically
      be applied to and deemed a prepayment of the unpaid principal balance hereunder
      and not a payment of interest.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    BORROWER
      AND BANK (BY ACCEPTANCE OF THIS NOTE) 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 NOTE 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 NEITHER 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
      AND
      BORROWER 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 CERTIFIES 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
      ACCEPT THIS NOTE AND MAKE THE LOAN.

    


    


    [SIGNATURE
      PAGE FOLLOWS]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    Executed
      and delivered this  
      day of
      May, 2005.

    
       

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


      

      
        	 	 	 
	 	BRANDPARTNERS
                RETAIL, INC.
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                

                Signature
                  and Title/Duly Authorized