TERM
      PROMISSORY NOTE

    


    


    
      	$2,000,000.00	
               Manchester,
                New Hampshire 

            	
                May__,
                2005

            


    

     

    


    


    FOR
      VALUE
      RECEIVED, the undersigned, 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 principal
      sum
      of TWO MILLION DOLLARS ($2,000,000.00), together with interest, all as provided
      for hereinbelow, in lawful money of the United States of America.

    


    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 day of each month thereafter, Borrower
      shall make thirty-six (36) consecutive equal monthly payments of principal
      each
      in the amount of Fifty-five Thousand Five Hundred Fifty-five Dollars and
      Fifty-six Cents ($55,555.56), together with monthly payments of accrued and
      unpaid interest on the outstanding principal balance at the rate provided
      hereinbelow. All remaining outstanding principal and accrued and unpaid interest
      shall be due and payable in full on May 4, 2008.

    


    The
      outstanding principal balance of this Note shall bear interest at a variable
      rate equal to the Prime Rate as defined and determined under the Loan Agreement
      (as hereinafter defined). 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, but not less
      than all, of the outstanding principal under this Note. Interest shall be
      calculated and accrue daily on the basis of actual days elapsed over a three
      hundred sixty (360) day banking year. 

    


    This
      Note
      is issued under and subject to the terms, conditions, and limitations of a
      certain 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 undersigned to pay the principal and interest on this Note as herein
      provided. Any capitalized term used in this Note which is not otherwise
      expressly defined herein shall have the meaning ascribed thereto in the Loan
      Agreement. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    The
      Borrower may prepay outstanding principal under this Note only in accordance
      with and subject to the terms and conditions of the Loan Agreement and the
      payment of fees as provided therein. In the event that any such prepayment
      shall
      be made by the Borrower, the amount thereof shall be applied first to accrued
      interest and thereafter to principal in reverse order of maturity. Partial
      prepayments of principal shall not reduce the amount of monthly installments
      of
      principal hereunder. 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 the 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.

    


    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”).

    


    At
      the
      option of the Bank, this Note and all outstanding principal hereunder shall
      become immediately due and payable in full, without further demand or notice,
      if
      any payment due hereunder is not paid when due or upon the occurrence of an
      Event of Default under the terms of the Loan Agreement.

    


    The
      holder may impose upon the Borrower a delinquency charge of five percent (5%)
      of
      the amount of any principal or 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 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.

    


    
      
         

      

      
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    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 and to act in a commercially reasonable manner.
      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 as set forth in 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
      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.

    


    
      
         

      

      
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    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]


    
      
         

      

      
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    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

            
	 	 


    

     

    
      
         

      

      
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