UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                               -------------------

                                    FORM 10-K

|X|   ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
      ACT OF 1934

      For the fiscal year ended December 31, 2003

                                       OR

|_|   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934

                           Commission File No. 0-16530

                            BRANDPARTNERS GROUP, INC.
                 (Name of Small Business Issuer in its Charter)


             Delaware                                      13-3236325
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                         Identification No.)

                                 10 Main Street
                         Rochester, New Hampshire 03839
          (Address of Principal Executive Offices, Including Zip Code)

                                 (603) 335-1400
                (Issuer's Telephone Number, Including Area Code)

         Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, par value $.01 per share
    Class A Warrants, exercisable at $2.00 per share until November 30, 2006
    Class B Warrants, exercisable at $3.00 per share until November 30, 2006
                               (Title of Classes)

      Check  whether  the issuer (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.

      Yes   X           No    ____
         -------

<PAGE>

      Check if there is no disclosure of delinquent  filers pursuant to Item 405
of Regulation S-B contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statement  incorporated  by  reference  in  Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

      The issuer's revenues for its most recent fiscal year were $33,667,062

      On March 26, 2004, the aggregate  market value of the voting stock held by
non-affiliates of the registrant,  using the average bid and asked prices of the
registrant's common stock on said date, was $10,822,683.

      As of March 26, 2004, there were issued and outstanding  29,713,554 shares
of the registrant's Common Stock.

<PAGE>

                                     PART 1

Item 1.  Description of Business

BrandPartners Group, Inc. through its wholly-owned subsidiary,  Willey Brothers,
Inc.,  provides  financial  services  firms and other  retailers  with strategic
market  intelligence,  data  mining and  network  analysis  services;  creative,
point-of-sale,  and brand  strategy  services;  system  wide  merchandising  and
distribution/logistics services; and branch design, build and project management
services.

In 2000,  we conducted our  operations  through our  majority-owned  subsidiary,
Michaelson  Kelbick  Partners,   Inc.  ("MKP"),  a  provider  of  communications
consulting  services to the financial  services  industry,  and our wholly-owned
subsidiary  acquired in March 2000,  iMapData.com,  Inc.,  a provider of on-line
database  solutions  with access to market and  economic  data in  user-friendly
mapped formats.  In January 2001, we sold our 80% ownership interest in MKP, and
acquired  100% of the shares of common stock of Willey  Brothers,  currently our
sole operating  subsidiary.  In February 2001, an investor group  contributed $3
million  to  iMapData  in the form of an equity  investment  in  exchange  for a
minority position in iMapData, and in October 2002 we sold our majority stake in
iMapData  in order to  consolidate  resources  and to  pursue  our  strategy  of
expanding on the foundation of Willey Brothers.

We continue to seek acquisitions,  expand and diversify our customer base in our
core industry, and pursue new growth opportunities in other vertical markets. We
may fund such acquisitions or other transactions  through the issuance of equity
or  debt  securities,   with  indebtedness  or  cash,  through  other  forms  of
compensation  and  incentives,  or any  combination  thereof.  If we identify an
appropriate acquisition candidate or other business transaction,  we may need to
seek additional  financing,  although no assurances can be given that additional
financing will be available to us on favorable terms or at all.

We were originally  incorporated in 1984 in New York under the name "Performance
Services Group, Inc." We changed our name to "Financial Performance Corporation"
in 1986, prior to our initial public offering.  In 2001 stockholders  approved a
proposal  to   reincorporate  in  Delaware  by  merging  into  a  newly  formed,
wholly-owned subsidiary.

The  reincorporation,  which was effected on August 20, 2001,  changed our legal
domicile  from New  York to  Delaware,  but did not  result  in a change  in our
business,   management,   assets  or   liabilities.   In  connection   with  the
reincorporation   the  stockholders  also  approved  proposals   increasing  our
authorized  capital stock from 50,000,000  shares of common stock and 10,000,000
shares of "blank check"  preferred  stock to 100,000,000  shares of common stock
and 20,000,000 shares of "blank check" preferred stock, classifying our board of
directors, and again changing our name to our current name "BrandPartners Group,
Inc."

Willey Brothers

We purchased 100% of Willey Brothers'  common stock on January 16, 2001.  Willey
Brothers,  founded in 1983, provides total marketing and environmental solutions
to the financial services industry  (including both banks and non-bank financial
services companies) and other service retailers.

Willey Brothers offers a full range of products and services, including:

      o     Strategic market intelligence and branch network analysis.

      o     Environmental   design,   furniture  and  store  project  management
            services.

      o     Traditional   and   digital   merchandising   systems,    logistics,
            distribution, and inventory management.

      o     Point-of-sale  communications,  brand  strategy,  sales training and
            marketing programs.

Willey  Brothers  seeks to develop  unique and  creative  solutions  to help its
clients  build brands  through  environments,  maximize  sales and create strong
platforms for sustained growth.

Willey Brothers Business Platform


                                       3
<PAGE>

Willey  Brothers  is  considered  a  leader  in the  retail  financial  services
marketplace,  and has developed a holistic expertise that is unparalleled in the
industry. Consequently, we are able to satisfy the needs of clients ranging from
credit unions and community  banks to the largest  financial  institutions.  Our
sales force  markets our  products and  services to targeted  companies  through
tradeshows,   direct  mail  and  other  direct   marketing   methods,   speaking
engagements,  and  company-sponsored  events.  When a client  requires  the full
services  that we offer,  a  multi-disciplinary  project team from our creative,
merchandising,  and design build business  units,  works together to ensure that
deliverables are consistent  throughout the project. And, our program management
team works in conjunction with the IT department (via client specific web sites)
to communicate daily with the client from the design and planning stages through
the implementation of the project.

Willey Brothers  offers the following  services  independently  or as a holistic
package, each with well-defined phases, as follows:

      o     Brand Strategy, Creative and Point-Of-Sale Services

            o     Corporate  Reconnaissance.  Through interviews and discussions
                  with a client and market research,  we work with the client to
                  understand   its  history  of  retail   development,   current
                  corporate culture,  customer  demographics,  product strategy,
                  overall image, and future brand and branch objectives.

            o     Brand  Blueprint.  We then develop a singular  thematic  brand
                  concept  that seeks to embody  the  character  of the  client,
                  which will guide the  design,  product  and  environment,  and
                  implementation efforts that follow.

            o     Point-Of-Sale Communications. We translate a client's branding
                  strategy into a well-coordinated  written, verbal and physical
                  merchandising  message,  which is refined  and  promoted  to a
                  targeted  market  through  in-store  communications  vehicles,
                  including point-of-sale communications, digital merchandising,
                  marketing   materials  and  advertising   campaigns.   Digital
                  merchandising,  which  is the  confluence  of  high-definition
                  plasma  and  LCD  screens  with  either  fixed  or  constantly
                  changing content (ie. cable or satellite  television  combined
                  with  company-specific  marketing and advertising content), is
                  an evolving  product line that is transforming  communications
                  in  every  retail  industry,   and  offers  tremendous  growth
                  opportunities.

      o     Site Analysis, Environmental Design and Build

            o     Site Analysis/Market Intelligence.  Using proprietary software
                  programs developed by Willey Brothers, we are able to identify
                  site   locations   for  new   facilities   and   measure   the
                  attractiveness   of  potential   new  markets  based  on  area
                  demographics and deposit data at competitor banks.

            o     Environmental  Design.  If the client is  seeking a  prototype
                  branch, we develop it based on concepts  identified during the
                  brand blueprint phase.  However,  clients engage us to work on
                  projects  range  from  basic  interior   reconfiguration   and
                  renovation to the design and  construction  of new facilities.
                  Where  branch  planning  and  design is  required,  we analyze
                  traffic patterns inside a representative sample of facilities.
                  With the help of a  branch  fitness  analysis,  we  develop  a
                  branch-typing matrix that reveals how a model branch should be
                  developed    in    conjunction    with    merchandising    and
                  creative/point-of-sale systems to maximize profitability.

            o     Willey Brothers' industry award-winning in-house architectural
                  design team  creates a design  template  that  translates  the
                  attributes  of the "model"  branch into a master store design.
                  Retail  locations are designed to support the brand,  maximize
                  the impact of point-of-sales communications,  and connect with
                  the  customer  through  the  appropriate   brand   experience.
                  Included  in the master  design are the branch  floor plan and
                  the layout  identifying  the location and type of millwork and
                  merchandise.  Once a design  has been  approved,  construction
                  documentation follows.

            o     Project Management/Build. After most designs are completed, we
                  are  engaged  to  manage  the  branch   construction   process
                  including  overall  pricing of all  components  of the branch,
                  hiring the general  contractor,  and ensuring that the project
                  is  finished  on time  and on  budget.  Our  expertise  in the
                  financial  services  marketplace  allows  it to offer  clients
                  fixture, millwork, furniture, and creative products and


                                       4
<PAGE>

                  services to ensure that the branch exterior and interior areas
                  are well coordinated, and designed to maximize branch sales.

            o     Furniture. We are an office furniture dealership and represent
                  hundreds of  manufacturers.  This  business  unit allows us to
                  supplement  build projects with office  furniture  systems and
                  casegoods  which are often  integrated in innovative ways into
                  our merchandising fixture programs.

      o     Merchandising Roll-Outs

            o     Network Analysis/Site  Analysis/Branch  Typing. We analyze the
                  client's  current retail network.  The analysis covers on-site
                  audits of  branch  locations  for  overall  interior  fitness,
                  traffic flow,  selling zones,  fixture  placements and design,
                  point-of-sale  messages and placements,  and local demographic
                  analysis.  Branch  typing  helps  to  determine  what  type of
                  fixture  system  should be  recommended  for the network  (ie.
                  custom design,  existing  company fixture line, or retrofit of
                  existing company fixture line).

            o     Retail  Merchandising  Roll-Outs.  Fixtures  are the  delivery
                  vehicles for point-of-sale and branding communications. We are
                  recognized for our ability to provide strategic assessments of
                  branch  layouts  in  conjunction  with  our  network  analysis
                  service. Following the strategic analysis, we recommend either
                  customized or generic fixture programs and manage roll-outs to
                  clients with branches ranging from 25 to several thousand.  We
                  develop fixture  programs and  corresponding  signage (general
                  and  FDIC  mandated)  that  maximize  efficiency  of  clients'
                  communications messages to their in-store customers.  Products
                  sold include, but are not limited to, brochure displays,  wall
                  frames,    digital    merchandising   (in   conjunction   with
                  point-of-sale),  kiosks,  regulatory  displays,  interest rate
                  boards and  directional  signs that are located  throughout  a
                  branch office.  Willey Brothers utilizes  technology to assist
                  in  program  management  supervision.   Program  managers  and
                  coordinators communicate with clients through project-specific
                  web sites created for sharing  up-to-date  information  on all
                  aspects of a program's implementation.

            o     Logistics,   Distribution,   and  Inventory   Management.   In
                  conjunction  with fixture  roll-out  programs  and  year-round
                  quarterly  point-of-sale   campaigns,  we  provide  logistics,
                  distribution,  warehousing, and inventory management services.
                  In many cases, we warehouse client-owned fixture inventory for
                  future acquisitions or renovated branches.  Support facilities
                  are  located  at our  Rochester,  New  Hampshire  headquarters
                  office, Dover, New Hampshire, and Phoenix, Arizona.

Target Markets

Willey Brothers'  revenues have historically been derived from businesses in the
financial   services   markets,   primarily,   but  not   exclusively,   banking
organizations.  Target  markets  and a  representative  sample of clients are as
follows:

      o     Tier  One  Banks  -  retail  banking  organizations,   bank  holding
            companies  and thrifts  with more than two hundred and fifty  branch
            locations.

      o     Regional and Community Banks - banking  organizations,  bank holding
            companies,  with  between  twenty-five  and  two-hundred  and  fifty
            branches.

      o     Credit  Unions  -  banking  organizations  with  one to  twenty-five
            branches.

      o     Non-bank  financial   services   companies  -  companies   providing
            financial services products to consumers and businesses that are not
            licensed  as banks.  These  organizations  are  primarily  brokerage
            houses, mutual fund companies, asset management companies, insurance
            and mortgage companies and tax services companies.

      o     Other - we are  seeking to grow our  business  internationally,  and
            have recently retained a business development  consultant located in
            Great  Britain.  In  addition,   we  are  seeking  to  transfer  our
            capabilities and expertise in the retail


                                       5
<PAGE>

            environment   space  to  other   retail   industries   and   service
            organizations.  Though that space is  unlimited,  we are focusing on
            industries  that  have  more  synergies  and  parallels  to our core
            industry  such  as  wireless   telecommunications   retailers,  auto
            dealerships, and health care facilities.

Suppliers

Willey Brothers  outsources most of its manufacturing  and fabrication  services
from a variety of suppliers  throughout the United States;  Willey Brothers does
some light production work (ie. engraving, painting, screen printing, etc.), but
does  not  own  or  operate  manufacturing   facilities.   Most  outsourcing  is
project-specific based upon location and the nature of the products and services
provided.

Significant Customers

For the year ended December 31, 2003, one customer of Willey Brothers  accounted
for approximately 16% of our revenues.  For the twelve months ended December 31,
2002 one customer  accounted for approximately  14% of revenues.  For the twelve
months ended December 31, 2001, three customers accounted for approximately 15%,
11%, and 10% of our revenues.

Employees

As of March 10, 2004, we had approximately 130 full-time employees.  The Company
considers its relations with its employees to be good.

Intellectual Property

Willey Brothers owns the following registered trademarks:

      o     Willey Brothers(R)

      o     Willey Brothers Direct(R)

      o     Willey Brothers International(R)

Competition

The  competitive  landscape  for the products  and  services  provided by Willey
Brothers is  fragmented  across many  sectors and is  competitive.  We are often
engaged by clients  without  going through a request for proposal  process,  but
this is typically  required  when we are  competing  for sizeable  multi-million
dollar contracts. There are selective competitors who focus solely on the retail
financial  services  marketplace,  however,  our  competitive  advantage  is our
holistic approach and expertise across a range of products and services touching
all aspects of the retail  system.  And,  many of our primary  competitors  only
focus on either  fixtures,  design and build, or creative  services.  Due to the
nature of the Willey  Brothers'  business,  we also compete with design  houses,
architectural  firms,   consulting  firms,  fixture  companies  and  advertising
agencies of varying sizes.

Item 2.  Description of Property.

      Our principal administrative and sales office is located in Rochester, New
Hampshire,  where we lease a facility of  approximately  73,000 square feet. The
lease for such  offices  expires in 2006 and provides for payment of annual rent
of approximately $162,756. We also lease on a month-to-month basis 20,000 square
foot  warehouses and fulfillment  centers in Phoenix,  Arizona,  and Dover,  New
Hampshire,  and an office in New York, NY dedicated to design,  brand  strategy,
and business development.

Item 3.  Legal Proceedings.

None


                                       6
<PAGE>

Item 4.  Submission of Matters to a Vote of Securities Holders

      No matters were submitted to a vote of security-holders  during the fourth
quarter of the year ended December 31, 2003.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

      The Company's  common stock has been  publicly  quoted on The OTC Bulletin
Board under the symbol BPTR.OB since August 29, 2003, the Nasdaq SmallCap Market
under the trading  symbol "BPTR" since August 21, 2001.  Prior  thereto,  it was
traded on the The Nasdaq  SmallCap  Market under the symbol "FPCX"  beginning on
September 22, 2000. Prior thereto, it was traded on the OTC Bulletin Board under
the same symbol.

      The following table sets forth,  for the periods  indicated,  the high and
low  reported  sales  prices  per share for the common  stock of the  Company as
reported by the The Nasdaq  SmallCap  Market or the OTC Bulletin  Board,  as the
case may be.

                                                          High        Low
                                                          ----        ---
      Calendar Year 2002

      First Quarter Ended March 31, 2002 ...........     $1.310     $0.660
      Second Quarter Ended June 30, 2002 ...........      1.110      0.600
      Third Quarter Ended September 30, 2002 .......      0.840      0.150
      Fourth Quarter Ended December 31, 2002 .......      0.250      0.070

      Calendar Year 2003

      First Quarter Ended March 31, 2003 ...........     $0.210     $0.090
      Second Quarter Ended June 30, 2003 ...........      0.460      0.130
      Third Quarter Ended September 30, 2003 .......      0.260      0.010
      Fourth Quarter Ended December 31, 2003 .......      1.000      0.140

      Calendar Year 2004

      First Quarter (through March 26, 2004) .......     $0.790     $0.450

      As of March 26, 2004,  we had  approximately  247 holders of record of our
common stock.

      To date, we have not paid any  dividends on our common stock.  Any payment
of future cash  dividends  and the amount  thereof  will be  dependent  upon our
earnings, financial requirements, and other factors deemed relevant by our Board
of Directors.

Item 6.  Selected Financial Data

Years Ended December 31, 2003, 2002, 2001, 2000 and 1999
(in thousands except per share data)

<TABLE>
<CAPTION>
                                                   2003          2002           2001           2000           1999
<S>                                              <C>            <C>            <C>            <C>            <C>
For the Year
Revenues                                         $33,667       $38,879        $39,693           $0.0           $0.8
Loss from Continuing Operations                  (10,964)       (4,803)        (5,304)        (3,728)        (1,587)
Loss Per Share from Continuing Operations         $(0.59)       $(0.26)        $(0.56)        $(0.34)        $(0.17)

At Year End
Total Assets                                     $35,834       $46,738        $56,687        $13,961         $4,499
Long Term Debt                                    12,732        12,465         20,046            0.5         None
Dividends Declared Per Share                     None          None           None           None            None
</TABLE>

Item 7.  Management's Discussion and Analysis of Results of Operations and
          Financial Condition

      Critical Accounting Policies


                                       7
<PAGE>

      The Securities and Exchange  Commission ("SEC") recently issued disclosure
guidance for critical accounting policies.  The SEC defines "critical accounting
policies" as those that require complex judgments, often as a result of the need
to make estimates about the effect of matters that are inherently  uncertain and
may change in subsequent periods.

      Management's  discussion  and  analysis  of its  financial  condition  and
results  of  operations  are based  upon the  Company's  consolidated  financial
statements,  which have been prepared in accordance with  accounting  principles
generally  accepted in the United States. The Company's  consolidated  financial
statements  include a summary of  significant  accounting  policies  used in the
preparation  of  such  financial  statements  (see  Note B to  the  consolidated
financial  statements).  The  following  reviews  the more  critical  accounting
policies used:

      Revenue Recognition

      Willey   Brothers   records  sales  on  its  long  term   contracts  on  a
percentage-of-completion basis, based upon actual costs incurred to date on such
contracts.  Contract costs include all direct materials, labor and subcontractor
costs.  General and administrative  expenses are accounted for as period charges
and,  therefore,  are  not  included  in the  calculation  of the  estimates  to
complete.  Anticipated  losses  are  provided  for  in  their  entirety  without
reference to the percentage-of-completion.

      Revenue  from short  term  contracts  is  recognized  when the  product is
shipped and/or the service is rendered.

      Valuation of Accounts Receivable

      Periodically  the Company  reviews  accounts  receivable  to reassess  its
estimates of collectibility. Willey Brothers provides valuation reserves for bad
debts  based on  specific  identification  of likely  and  probable  losses.  In
addition,  Willey  Brothers  provides  valuation  reserves for estimates of aged
receivables  that may be written  off,  based upon  historical  evidence.  These
valuation   reserves  are   periodically   re-evaluated  and  adjusted  as  more
information  about the ultimate  collectibility of accounts  receivable  becomes
available.  Circumstances  that could cause the Company's  valuation reserves to
increase  include changes in its clients'  liquidity and credit  quality,  other
factors  negatively  impacting clients' ability to pay their obligations as they
come due, and the quality of its collection efforts.

      Valuation of Intangible Assets

      The  Company  assesses  the  impairment  of goodwill  whenever  changes in
circumstances,  such as continuing  losses,  indicate that the fair value may be
less than the carrying  value. In the event of such  circumstances,  or at least
annually,  the Company  estimates  the  recoverability  of goodwill by obtaining
appraisals of fair value from outside specialists.


                                       8
<PAGE>

Results of Operations

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

      Revenues.  Revenues from  continuing  operations  decreased  approximately
$5,212,000, or 13%, to $33,667,000 for the twelve months ended December 31, 2003
from $38,879,000 for the twelve months ended December 31, 2002. This decrease is
related to weakness  in the  industry,  during the first 3 quarters of 2003,  in
which the Company's Willey Brothers subsidiary operates.

      Cost of Revenues.  Cost of revenues from continuing  operations  decreased
approximately  $330,000,  or 1%, to $29,396,000  (87% of net revenues),  for the
twelve months ended December 31, 2003 from $29,726,000 (76% of net revenues) for
the twelve  months  ended  December  31,  2002.  This  decrease is the result of
decreased  sales  offset by a charge for  obsolete  inventory  of  approximately
$987,000,  by higher than expected costs in the fixture and branch  planning and
design businesses and to a lesser extent to the shift in product mix from higher
margin  merchandising  products to branch planning and design, which has a lower
margin,  resulting from shifts in market demands for the Company's  products and
services.

      Selling,  General  and  Administrative  Expenses.   Selling,  general  and
administrative  expenses  from  continuing  operations  decreased  approximately
$1,310,000, or 10%, to $11,922,000 for the twelve months ended December 31, 2003
from  $13,232,000 for the twelve months ended December,  31, 2002. This decrease
is primarily  attributable to decreases in payroll,  professional  fees, selling
expenses and amendment fees offset by increases in public relations,  consulting
fees, director's fees, bad debt expense and insurance expense.

      Interest Expense.  Interest expense from continuing  operations  decreased
approximately  $636,000,  or 26%,  to  $1,825,000  for the twelve  months  ended
December 31, 2003 from $2,461,000 for the twelve months ended December 31, 2002.
This  decrease is  primarily  attributable  to a  reduction  in the term loan of
$4,000,000 in December 2002 and reductions of $1,958,000  during 2003 and to the
amortization  in full in January 2003 of the beneficial  conversion on preferred
stock.

      Other Income (Expense). Other expense from continuing operations increased
approximately  $2,239,000 to expense of  $1,488,000  for the twelve months ended
December 31, 2003 from income of $751,000 for the twelve  months ended  December
31,  2002.  This  increase  is  primarily  due  to a  lease  termination  fee of
$1,075,000, to an unrealized loss on the Put Warrant in 2003 of $164,000 from an
unrealized  gain of $384,000 in 2002, to the  settlement of the Reiss lawsuit in
the amount of $227,000 and to the absence in the current year of management  fee
income from MKP, the Company's former  majority-owned  subsidiary from which the
Company received management fee income of $332,000 in 2002.

      Income  Taxes.  For the year ended  December  31, 2003 the Company and its
Subsidiary  had taxable  losses and  accordingly  made no accrual for federal or
state  income  taxes.  For the year ended  December  31, 2002 the Company had an
income tax benefit of  approximately  $986,000,  due  primarily to an income tax
refund of $1.2 million which did not occur in 2003.  The benefit in 2002 was due
to a carryback of Willey Brothers'  taxable loss for the tax year ended December
31, 2002. There are no further carrybacks available.

      Loss from Continuing Operations. Loss from continuing operations increased
approximately  $6,161,000,  or 128%, to $10,964,000  for the twelve months ended
December 31, 2003 from $4,803,000 for the twelve months ended December 31, 2002.
The  increase  in the loss  from  continuing  operations  is due to the  factors
referred to above.


                                       9
<PAGE>

      Net  Loss.  Net  loss  decreased  approximately   $1,009,000,  or  8%,  to
$10,964,000  for the twelve months ended December 31, 2003 from  $11,973,000 for
the twelve months ended  December 31, 2002.  The decrease in the net loss is due
to the absence in the current  year of a loss from  discontinued  operations  of
approximately   $7,170,000   offset  by  the  income  tax  benefit  in  2002  of
approximately  $986,000  offset  by  the  increase  in  the  operating  loss  of
approximately  $3,572,000  and other expense of  $2,239,000  and the decrease in
interest expense of approximately $636,000 in the year ended December 31, 2003.

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

      Revenues.  Revenues from  continuing  operations  decreased  approximately
$814,000,  or 2%, to  $38,879,000  for the twelve months ended December 31, 2002
from $39,693,000 for the twelve months ended December 31, 2001. This decrease is
related to the Company's Willey Brothers subsidiary, which experienced a decline
in revenues attributable to a slow-down in the United States economy.

      Cost of Revenues.  Cost of revenues from continuing  operations  increased
approximately  $2,468,000,  or 9%, to $29,726,000 (76% of net revenues), for the
twelve months ended December 31, 2002 from $27,258,000 (69% of net revenues) for
the  twelve  months  ended  December  31,  2001.   This  increase  is  primarily
attributable to a shift in product mix from higher margin merchandising products
to branch planning and design,  which has a lower margin,  resulting from shifts
in market  demands for the  Company's  products and  services,  and higher costs
primarily for consultants.

      Selling,  General  and  Administrative  Expenses.   Selling,  general  and
administrative  expenses  from  continuing  operations  decreased  approximately
$2,369,000, or 15%, to $13,232,000 for the twelve months ended December 31, 2002
from  $15,601,000 for the twelve months ended December,  31, 2001. This decrease
is  primarily   attributable   to  a  decrease  in  goodwill   amortization   of
approximately  $2.7  million due to the  cessation of  amortization  on goodwill
effective January 1, 2002, offset by increases in amendment fees and expenses of
approximately  $857,000 related to the amendment of the Company's debt agreement
and to  increases  in  selling  and  marketing  expenses,  primarily  trade show
expenses  and sales  presentation  expenses,  offset by decreases in general and
administrative expenses, primarily salary expenses,  professional and consulting
fees and travel expenses.

      Interest Expense.  Interest expense from continuing  operations  increased
approximately  $496,000,  or 25%,  to  $2,461,000  for the twelve  months  ended
December 31, 2002 from $1,965,000 for the twelve months ended December 31, 2001.
This increase is  attributable  to interest on a  subordinated  promissory  note
issued in October 2001 and to increased  borrowings  under the credit  facility,
offset by lower interest rates.

      Other  Income.   Other  income  from   continuing   operations   increased
approximately  $737,000 to $751,000  for the twelve  months  ended  December 31,
2002,  from $14,000 for the twelve months ended December 31, 2001. This increase
is primarily  due to  management  fee income  received  from MKP, the  Company's
former  majority-owned  subsidiary,  which was  reclassified  as a  discontinued
operation  for the twelve  months  ended  December  31,  2000 but from which the
Company had the right to receive  management  fee income for 2001 in 2002 and to
an unrealized gain of approximately  $384,000  resulting from the valuation of a
put feature on warrants issued in conjunction with a note payable.

      Income  Taxes.   Income  taxes  from   continuing   operations   decreased
approximately  $1,173,000,  to a benefit of $986,000 for the twelve months ended
December  31,  2002 from an expense of  $187,000  for the  twelve  months  ended
December  31,  2001.  This  benefit is due to a  carryback  of Willey  Brothers'
taxable loss for the tax year ended December 31, 2002.

      Loss from Continuing Operations. Loss from continuing operations decreased
approximately  $501,000,  or 9%,  to  $4,803,000  for the  twelve  months  ended
December 31, 2002 from $5,304,000 for the twelve months ended December 31, 2001.
The  decrease  in the loss  from  continuing  operations  is due to the  factors
referred to above.


                                       10
<PAGE>

      Net  Loss.  Net  loss  increased  approximately  $4,958,000,  or  71%,  to
$11,973,000  for the twelve months ended  December 31, 2002 from  $7,015,000 for
the twelve  months  ended  December  31,  2001.  The increase in the net loss is
primarily due to the impairment charge of approximately $6.6 million included in
discontinued  operations at December 31, 2002,  offset by the income tax benefit
derived from the carryback claim referred to above.

Liquidity and Capital Resources

      As of December 31, 2003, the Company had negative working capital (current
assets less current  liabilities)  of  $14,100,000  and a working  capital ratio
(current assets to current  liabilities) of approximately .41:1. At December 31,
2002 the  Company  had  negative  working  capital of  $5,000,000  and a working
capital  ratio of  approximately  .80:1.  The increase in the  negative  working
capital at  December  31,  2003 arises  primarily  from a  reduction  in current
assets,  primarily costs and estimated earnings in excess of billings, cash (due
to the reduction of debt) and accounts receivable.  Costs and estimated earnings
in excess of billings represent revenue that has been recognized but that cannot
yet be billed due to the terms of the contract. This number is a function of the
terms of the  current  contracts  as to billings  vs. the revenue  that has been
earned under the percentage of completion method of accounting and can fluctuate
greatly at any point in time. Accounts  receivable  represents amounts that have
been billed but not necessarily recognized as revenue and are also a function of
the terms of the current contracts.  At March 12, 2004, the Company had an order
backlog of  approximately  $17.8 million vs. $10.7 at the same time in the prior
year period. Backlog represents signed contracts for services. Substantially all
of the revenue from such  contracts  will be  recognized in the current year. On
November,  28, 2003 the  Company's  subsidiary,  Willey  Brothers,  extended its
credit facility to December 31, 2004. On January 2, 2004 Willey Brothers' repaid
the balance of its term loan.  On January 20,  2004,  the Company  received  net
proceeds of  approximately  $2,900,000  in a private  placement  of equity.  The
proceeds  from the  private  placement  were  used to  reduce  certain  debt and
obligations  and repay the balance of the term loan. The balance of the proceeds
will be used for  working  capital  purposes.  The  Company  is seeking to raise
additional funds through the issuance of equity. No assurances can be given that
the  Company  will be  successful  in  concluding  this or any  other  financing
transaction.  As of  December  31,  2003 and  December  31, 2002 the Company had
unrestricted cash and cash equivalents of $414,000 and $2,168,000, respectively.

      On January 20, 2004, the Company  completed a private placement of equity.
The Company  received net proceeds from the private  placement of  approximately
$2,900,000  and issued  12,400,001  shares of common stock of the  Company.  The
proceeds  from the  private  placement  were  used to  reduce  certain  debt and
obligations  as  described  below and repay the  balance of the term  loan.  The
balance of the proceeds will be used for working capital purposes.

      On January  20,  2004,  in  conjunction  with the private  placement,  the
Company  entered into a new  agreement  with the former  shareholders  of Willey
Brothers (the "Agreement")  providing for, among other things,  the cancellation
and forgiveness of certain debt.  Upon payment of $1.0 million,  concurrent with
the signing of the  Agreement  two new 24-Month  Notes were issued,  each in the
amount of $500,000,  payable to the former shareholders of Willey Brothers,  and
the $7.5 million Seller Notes were cancelled and forgiven along with all accrued
unpaid interest on the notes of approximately  $844,000. The $2.0 million Seller
Notes  previously  issued are  maintained  in escrow and will be cancelled  upon
payment in full of the 24 Month Notes.  The balance of the 24-Month Notes are to
be repaid in two equal  installments of $500,000 each on April 15, 2004 and July
15,  2004.  Upon  payment  in full of the  24-Month  Notes all  accrued,  unpaid
interest on the $2.0 Seller Notes (approximately  $755,000 at December 31, 2003)
will be cancelled and forgiven and the accrued unpaid  earn-out of $500,000 will
be forgiven and no further Earn-Out will accrue.

      On January  19,  2004,  in  conjunction  with the private  placement,  the
Company entered into a Surrender Agreement with its Landlord for the termination
of its Lease at 777 Third Ave, New York City. In exchange for the termination of
its  rights and  obligations  under the lease the  Company  agreed to pay to the
Landlord an aggregate of $800,000  and issue to the Landlord  500,000  shares of
restricted  common  stock of the Company with cost free  piggyback  registration
rights. $500,000 of the fee was paid upon signing the Agreement.  The balance of
the fee is to be paid in three equal  installments  of $100,000 each on March 1,
2004,  September 1, 2004 and March 1, 2005.  The shares were valued at $0.55 per
share,  the closing  price of the stock on February 9, 2004,  the date the stock
was issued.  The payment due on March 1, 2004 was made. The terminated lease had
an  expiration  date of 12/31/2009  with minimum lease rentals of  approximately
$647,000 in 2004 and $671,000 annually through 2009.


                                       11
<PAGE>

      On January 7, 2004, the Company amended and  restructured its subordinated
note payable. In exchange for a waiver of certain covenants through December 31,
2004 and a reduction in the interest rate on the note, the Company issued to the
note-holder a common stock  purchase  warrant to purchase  250,000 shares of the
Company's  common stock at $0.26 per share. The interest rate reduction is for a
period of two years  commencing  January 1, 2004 and reduces the  interest  rate
from 16% per annum to 10% per annum,  8% payable in cash  quarterly and 2% added
to the principal (the "PIK Amount").

      On November 28, 2003 the Company entered into its ninth amendment with its
commercial lender (the "Ninth Amendment").  The facility as amended was extended
to December 31, 2004. The Amendment  continued to require weekly  prepayments of
principal  on the term loan until  January 2, 2004,  at which time  repayment in
full of the balance of the term loan was made. In addition,  On January 2, 2004,
the $6,000,000  revolving credit facility was divided into a $4,000,000 New Term
Loan and a $2,000,000  Revolving  Credit  Facility,  with no  limitations  as to
availability,  and the LIBOR option was eliminated providing for interest at the
banks  Base  Rate plus an  applicable  margin.  Commencing  March 1,  2004,  the
Amendment  mandates  monthly  prepayments of principal on the New Term Loan. The
Amendment  also allows the  repayment  of the Seller  Notes with cash infused as
equity.

      For the twelve  months ended  December 31, 2003,  2002 and 2001,  net cash
provided  by  (used  in)  operating  activities  of  continuing  operations  was
$613,000,  $(1,548,000)  and  $(2,509,000),  respectively,  net cash provided by
(used  in)  investing   activities  of  continuing   operations  was  $(386,000)
(primarily for the acquisition of fixed assets)  $1,385,000  (primarily from the
sale of iMapData,  offset by fixed asset purchases) and $(13,284,000) (primarily
for the acquisition of Willey Brothers),  respectively, and net cash provided by
(used  in)  financing  activities  of  continuing   operations  was  (1,981,000)
(primarily  from the pay down of long term debt),  $(1,895,000)  (primarily from
the pay down of long term debt  offset by  borrowings  on the  revolving  credit
facility)  and  $20,016,000   (primarily  through  long  term  debt  and  equity
issuances), respectively.

      In  response  to current  market  conditions  and as a part of its ongoing
corporate  strategy,  the Company is pursuing  several  initiatives  intended to
increase  liquidity and better  position the Company in the  marketplace.  These
initiatives include offering new products and services,  pursuing  international
business and new vertical markets,  diversifying and expanding its customer base
in  financial  services,   improving  operating   efficiencies  via  technology,
continually  reviewing pricing  strategies,  costs and expenses and aggressively
collecting  accounts  receivable.  In addition,  the Company is pursuing various
financing  arrangements  to allow the execution of its business  plan.  While no
assurances  can be  given,  management  believes  that  implementation  of these
initiatives,  internally generated funds from operations, proceeds received from
the  private  placement  and  the  refinancing  of  the  facility  will  provide
sufficient cash flow for the next twelve months.

      Our ability to satisfy our working capital  requirements depends on, among
other things,  whether we are successful in generating  revenues and income from
Willey  Brothers and the cost and  availability  of  third-party  financing.  We
continue to be impacted by the economic  downturn in the United  States,  in the
industry in which Willey Brothers  operates,  during the first three quarters of
2003,  which has resulted in a decline in revenues and  profitability  at Willey
Brothers for the twelve  months ended  December  31,  2003,  and by  limitations
placed upon Willey  Brothers by its lender with respect to funds available under
its Facility.  During the fourth  quarter of 2003 the Company saw an increase in
orders. At March 12, 2004, Willey Brothers had an order backlog of approximately
$17.8 million compared to a backlog of $10.7 million in the prior year period.

      We may in the future  continue to  experience  fluctuations  in  quarterly
operating  results.  Factors that may cause our quarterly  operating  results to
vary  include  the  number of active  customer  projects,  the  requirements  of
customer projects, the termination of major customer projects, the loss of major
customers and the timing of new engagements.

Recently Issued Accounting Standards

In December 2003, the Financial  Accounting  Standards  Board's  ("FASB") issued
SFAS No. 132 (revised 2003),  "Employers'  Disclosures  about Pensions and Other
Post Retirement  Benefits" ("SFAS 132R").  SFAS 132R revises the disclosures for
pension  plans and other post  retirement  benefit  plans.  The adoption of this
statement  does  not  impact  the  Company's  historical  or  present  financial
statements.


                                       12
<PAGE>

In December  2003, the  Securities  and Exchange  Commission  (SEC) issued Staff
Accounting  Bulletin  (SAB) No.  104,  Revenue  Recognition.  SAB 104 revises or
rescinds  portions  of the  interpretive  guidance  included  in Topic 13 of the
codification of staff  accounting  bulletins in order to make this  interpretive
guidance consistent with current authoritative  accounting and auditing guidance
and SEC rules and  regulations.  The adoption of SAB 104 did not have a material
effect on the Company's results of operations or financial position.

In December 2003, the Financial  Accounting  Standards  Board ("FASB")  issued a
revised FASB Interpretation  ("FIN") No. 46,  Consolidation of Variable Interest
Entities.  FIN No.  46R  addresses  consolidation  by  business  enterprises  of
variable  interest   entities  and   significantly   changes  the  consolidation
application of consolidation  policies to variable  interest  entities and thus,
improves  comparability  between  enterprises engaged in similar activities when
those activities are conducted through variable interest  entities.  The Company
does not hold any variable interest entities.

In May  2003,  the FASB  issued  Statement  of  Financial  Accounting  Standards
("SFAS")  No.  150,   Accounting   for  Certain   Financial   Instruments   with
Characteristics  of both  Liabilities  and Equity.  SFAS No. 150  requires  that
certain financial instruments,  which under previous guidance were accounted for
as equity, must now be accounted for as liabilities.  The financial  instruments
affected include  mandatorily  redeemable stock,  certain financial  instruments
that  require  or may  require  the  issuer  to buy back  some of its  shares in
exchange  for cash or other assets and certain  obligations  that can be settled
with  shares of stock.  Subsequently,  FASB Staff  Position  150-3  indefinitely
deferred certain  classification  and measurement  requirements of SFAS No. 150.
SFAS No. 150 is effective for all financial instruments entered into or modified
after May 31,  2003 and must be applied to  existing  instruments  for the first
interim period beginning after June 15, 2003. The adoption of SFAS No.150 had no
effect on the  Company's  financial  position,  results of  operations,  or cash
flows.

In  December  2002,  the FASB issued SFAS No. 148  "Accounting  for  Stock-based
Compensation,  Transition  and  Disclosure".  SFAS No 148  provides  alternative
methods of transition  for a voluntary  change to the fair value based method of
accounting for  stock-based  employee  compensation.  SFAS No. 148 also requires
that  disclosures  of the pro forma  effect of using  the fair  value  method of
accounting for stock-based  employee  compensation be displayed more prominently
and in a tabular format.  Additionally,  SFAS No. 148 requires disclosure of the
pro forma effect in interim financial statements. The adoption of the provisions
of SFAS No. 148 did not have a  material  impact on the  Company's  consolidated
financial  statements.  The Company  modified its  disclosures  in its quarterly
reports commencing with the quarter ended March 31, 2003, as provided for in the
new standard.

On July 30, 2002, the FASB issued Statement of Financial Accounting Standard No.
146,  "Accounting for Costs  Associated with Exit or Disposal  Activities".  The
standard requires  companies to recognize costs associated with exit or disposal
activities  when they are incurred rather than at the date of a commitment to an
exit or disposal plan.  Examples of costs covered by the standard  include lease
termination costs and certain employee  severance costs that are associated with
a  restructuring,  discontinued  operation,  plant  closing,  or  other  exit or
disposal  activity.  SFAS  No.  146 is to be  applied  prospectively  to exit or
disposal  activities  initiated after December 31, 2002. The Company will follow
the  requirements  of the statement for any  applicable  transactions  initiated
after December 31, 2002.

In November 2002, FASB Interpretation 45, "Guarantor's Accounting and Disclosure
Requirements for Guarantees,  Including  Indirect  Guarantees of Indebtedness of
Others,"  (FIN 45),  was  issued.  FIN 45 requires a  guarantor  entity,  at the
inception  of  a  guarantee  covered  by  the  measurement   provisions  of  the
interpretation,  to  record a  liability  for the fair  value of the  obligation
undertaken in issuing the  guarantee.  The Company  previously  did not record a
liability  when  guaranteeing  obligations  unless it became  probable  that the
Company would have to perform under the guarantee.  FIN 45 applies prospectively
to guarantees  the Company  issues or modifies  subsequent to December 31, 2002,
but has certain disclosure requirements effective for interim and annual periods
ending after December 15, 2002. The Company does not anticipate FIN 45 will have
a material effect on its financial  statements.  Disclosures required by FIN 45,
if any, are included in the accompanying financial statements.


                                       13
<PAGE>

In November  2002,  the EITF reached a consensus on EITF No. 02-16,  "Accounting
for Consideration Received from a Vendor by a Customer". EITF No. 02-16 provides
guidance as to how customers should account for cash consideration received from
a vendor.  EITF No. 02-16 presumes that cash received from a vendor represents a
reduction  of the prices of the vendor's  products or services,  unless the cash
received represents a payment for assets or services provided to the vendor or a
reimbursement  of costs incurred by the customer to sell the vendor's  products.
The  provisions  of EITF No.  02-16  apply  to all  agreements  entered  into or
modified after December 31, 2002.  Management  does not expect the provisions of
EITF No. 02-16 to have a material impact on the Company's consolidated financial
statements.

In November 2002, the Emerging Issues Task Force reached a consensus  opinion on
EITF 00-21,  "Revenue  Arrangements with Multiple  Deliverables."  The consensus
provides that revenue arrangements with multiple  deliverables should be divided
into separate units of accounting if certain criteria are met. The consideration
for the  arrangement  should be allocated to the  separate  units of  accounting
based on their relative fair values, with different provisions if the fair value
of all deliverables are not known or if the fair value is contingent on delivery
of specified items or performance  conditions.  Applicable  revenue  recognition
criteria  should be considered  separately for each separate unit of accounting.
EITF 00-21 is effective for revenue  arrangements entered into in fiscal periods
beginning  after  June 15,  2003.  Entities  may elect to report the change as a
cumulative  effect  adjustment  in accordance  with APB Opinion 20,  "Accounting
Changes."  The Company  does not expect the  provisions  of EITF 00-21 to have a
material impact on the Company's consolidated financial statements

Item 7A.  Qualitative and Quantitative Disclosure about Market Risk

      The Company's Facility and $3,750,000 Notes expose the Company to the risk
of  earnings  or cash flow loss due to changes  in market  interest  rates.  The
Facility accrues interest at LIBOR plus an applicable  margin or the bank's base
rate plus an  applicable  margin.  On January 2, 2004,  the LIBOR  interest rate
option was eliminated for the Facility.  The $3,750,000 Notes accrue interest at
LIBOR  plus 150  basis  points.  On April  23,  2001,  and in  conjunction  with
obtaining the Company's  Revolving Credit Facility,  the Company entered into an
interest rate cap  agreement,  which limits the Company's  exposure if the LIBOR
interest rate exceeds 6.5%. The notional amount under the cap is $4,000,000. The
fair value was immaterial at December 31, 2003. The agreement  expires April 23,
2004.

      The table below  provides  information on the Company's  market  sensitive
financial instruments as of December 31, 2003.

                                                              Weighted Average
                                                               Interest Rate
                                       Principal Balance    at December 31, 2003
                                       -----------------    --------------------
      Term Loan                             $541,000              6.2500%
      Revolving Credit Facility           $3,666,000              6.2500%
      $3,750,000 Notes                    $7,500,000              2.6500%

Holding Company and Operating Subsidiaries

      We conduct our operations  through our subsidiaries.  We have relied,  and
continue to rely, on cash payments  from our  operating  subsidiaries  to, among
other  things,   pay  creditors,   maintain   capital  and  meet  our  operating
requirements.  Currently,  Willey Brothers is our sole operating subsidiary. The
March 29, 2002 Amendment and Waiver  Agreement with our lender  prohibits Willey
Brothers from paying  management fees to the Company until the debt is repaid in
full to the lender.  The debt is due and payable  January 2, 2005.  Regulations,
legal restrictions and contractual agreements could restrict any needed payments
from Willey  Brothers or any other


                                       14
<PAGE>

operating  subsidiaries we may subsequently acquire. If we are unable to receive
cash funds from  Willey  Brothers,  or from any  operating  subsidiaries  we may
acquire in the future, our operations and financial condition will be materially
and adversely affected.

Stock Price Fluctuations

      The market price of our common stock has fluctuated  significantly and may
be affected by our operating  results,  changes in our business and  management,
changes in the industries in which we conduct  business,  and general market and
economic  conditions.  In addition,  the stock  markets in general have recently
experienced  extreme  price and volume  fluctuations.  These  fluctuations  have
affected  stock  prices  of many  companies  without  regard  to their  specific
operating performance. The price of our common stock may fluctuate significantly
in the future.

Inflation

      We believe that  inflation has not had a material  effect on the Company's
results of operations.

Forward-Looking Statements

      This Annual Report on Form 10-K contains forward-looking statements within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section 21E of the  Securities  Exchange Act of 1934,  as amended,  that are not
historical  facts  but  rather  reflect  the  Company's   current   expectations
concerning  future  results and  events.  The words  "believes,"  "anticipates,"
"expects," and similar expressions,  which identify forward-looking  statements,
are subject to certain risks,  uncertainties and factors,  including those which
are economic, competitive and technological,  that could cause actual results to
differ  materially  from those forecast or  anticipated.  Such factors  include,
among others:

      o     the continued services of James Brooks as Chief Executive Officer of
            BrandPartners Group and Willey Brothers.

      o     our ability to refinance  our existing  short term debt at all or on
            terms favorable to the Company;

      o     our ability to identify appropriate acquisition candidates,  finance
            and complete such acquisitions and successfully  integrate  acquired
            businesses;

      o     changes in our business strategies or development plans;

      o     competition;

      o     our ability to grow within the financial services industries;

      o     our ability to obtain sufficient  financing to continue  operations;
            and

      o     general economic and business conditions, both nationally and in the
            regions in which we operate.

      Readers are cautioned not to place undue reliance on these forward-looking
statements  which speak only as of the date hereof.  The Company  undertakes  no
obligation to republish revised forward-looking  statements to reflect events or
circumstances   after  the  date  hereof  or  to  reflect  the   occurrence   of
unanticipated  events.  Readers are also urged to carefully  review and consider
the  various  disclosures  made by the  Company in this  report,  as well as the
Company's periodic reports on Forms 10-KSB and 10-QSB and other filings with the
Securities and Exchange Commission.


                                       15
<PAGE>

Item 8.  Financial Statements.

      The audited consolidated financial statements of the Company for the years
ended  December 31, 2003,  2002 and 2001 are set forth at the end of this Annual
Report on Form 10-K and begin on page F-3.

Item 9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure.

      On February 18, 2004, the Registrant (the "Company")  dismissed  Goldstein
Golub Kessler LLP ("GGK") as its certifying accountants. The decision to dismiss
GGK was approved by the Company's Board of Directors.

      GGK was previously  appointed as the Company's  certifying  accountants on
April 16, 2003 and as such no audit  reports  have been issued on the  Company's
financial  statements.  During  the  interim  period in which GGK  served as the
Company's  certifying  accountants there were no disagreement(s) with GGK on any
matter of accounting principles or practices,  financial statement disclosure or
auditing  scope or  procedure,  which  disagreement(s),  if not  resolved to the
satisfaction  of GGK,  would have  caused GGK to make  reference  to the subject
matter of such disagreement(s) in connection with its audit report. In addition,
there were no reportable  events as described in Item 304(a)(1)(v) of Regulation
S-K.

On February  18,  2004,  upon  approval of the Board of  Directors,  the Company
engaged  Goldstein and Morris Certified Public  Accountants,  PC ("Goldstein and
Morris") to audit the consolidated  financial  statements of the Company for the
year ended December 31, 2003.  During the Company's two most recent fiscal years
and through  February 18, 2004, the Company has not consulted with Goldstein and
Morris  regarding  either (i) the  application  of  accounting  principles  to a
specified  transaction,  either  completed  or  proposed;  or the  type of audit
opinion  that might be  rendered  on the  Company's  financial  statements,  and
neither a written  report nor oral  advice was  provided  that was an  important
factor  considered  by the Company in reaching a decision as to the  accounting,
auditing or financial  reporting  issue;  or (ii) any matter that was either the
subject of a  disagreement,  as that term is defined  in Item  304(a)(1)(iv)  of
Regulation S-K and the related instructions to Item 304 of Regulation S-K.

Item 9A. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

      Under  the  supervision  and with  the  participation  of our  management,
including  our Chief  Executive  Officer and Chief  Financial  Officer,  we have
evaluated  the  effectiveness  of the design  and  operation  of our  disclosure
controls and procedures within 90 days of the filing date of this annual report,
and based on their  evaluation,  our Chief Executive Officer and Chief Financial
Officer  have  concluded  that these  disclosure  controls  and  procedures  are
effective  in timely  alerting  them to  material  information  relating  to the
Company  required to be included in the  Company's  periodic SEC filings.  There
were no  significant  changes in our internal  controls or in other factors that
could  significantly  affect  these  controls  subsequent  to the  date of their
evaluation.

      Disclosure  controls and procedures are the controls and other  procedures
that are designed to ensure that  information  required to be disclosed by us in
the reports we file or submit under the  Exchange  Act is  recorded,  processed,
summarized,  and reported,  within the time periods  specified in the Securities
and Exchange  Commission's rules and forms.  Disclosure  controls and procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and  communicated  to our management,  including our
Executive  Chairman,  Chief Executive  Officer and Chief Financial  Officer,  as
appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in internal controls.

      Not applicable.


                                       16
<PAGE>

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

Directors

      The information required by Item 10 is incorporated herein by reference to
the information contained in our definitive  proxy/information statement related
to the 2004 annual meeting of  stockholders  to be filed with the Securities and
Exchange Commission within 120 days following December 31, 2003.

Executive Officers

      The information concerning our executive officers required by this Item 10
is  incorporated  herein  by  reference  to  the  information  contained  in our
definitive  proxy/information  statement  related to the 2004 annual  meeting of
stockholders to be filed with the Securities and Exchange  Commission within 120
days following December 31, 2003.

Section 16(a) Beneficial Ownership Reporting Compliance

      The information  concerning Section 16(a) Beneficial  Ownership  Reporting
Compliance by our directors and executive  officers is incorporated by reference
to the  information  contained  in our  definitive  proxy/information  statement
related  to the  2004  annual  meeting  of  stockholders  to be  filed  with the
Securities and Exchange Commission within 120 days following December 31, 2003.

Item 11. Executive Compensation

      The  information  required by Item 11 is  incorporated by reference to the
information contained in our definitive proxy/information statement for the 2004
annual  meeting of  stockholders  to be filed with the  Securities  and Exchange
Commission within 120 days following December 31, 2003.

Item 12. Securities Ownership of Certain Beneficial Owners and Management

      The  information  required by Item 12 is  incorporated by reference to the
information contained in our definitive proxy/information statement for the 2004
annual  meeting of  stockholders  to be filed with the  Securities  and Exchange
Commission within 120 days following December 31, 2003.

Item 13. Certain Relationships and Related Transactions

      The  information  required by Item 13 is  incorporated by reference to the
information contained in our definitive proxy/information statement for the 2004
annual  meeting of  stockholders  to be filed with the  Securities  and Exchange
Commission within 120 days following December 31, 2003.

Item 14. Principal Accountant Fees and Services

      The  information  required by Item 14 is  incorporated by reference to the
information contained in our definitive proxy/information statement for the 2004
annual  meeting of  stockholders  to be filed with the  Securities  and Exchange
Commission within 120 days following December 31, 2003.


                                       17
<PAGE>

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

      (a) 1. Financial Statements

      See Index to Consolidated Financial Statements which begins on page F-1 of
      this Annual Report.

          2. Financial Statement Schedules

      None, as all  information  required in these  schedules is included in the
      Notes to the Consolidated Financial Statements, which begin on page F-9.

          3. Exhibits

         The  exhibits  listed  in  the  accompanying   index  to  exhibits  are
         incorporated by reference as part of this Annual Report on Form 10-K.

      (b) Reports on Form 8-K.

      On October 2, 2003,  the  Company  furnished  a Report on Form 8-K,  dated
      September 29, 2003 that included  information under Items 5 and 7 relating
      to the Company  entering into an amendment to a loan  security  agreement.
      The Report  further  contained  information  under Item 9 relating  to the
      resignation  of Edward T.  Stolarski  from the board of  directors  of the
      Company and its wholly  owned  subsidiary  as well as his  resignation  as
      Chief  Executive  Officer  and the  election of James F. Brooks as interim
      President of the Company and its wholly owned subsidiary.

      On February 5, 2004,  the  Company  furnished a Report on Form 8-K,  dated
      January 20, 2004 that included  information  reported  under Items 5 and 7
      relating to the Company's  private placement under Regulation D as well as
      the Company's restructuring of certain debt and liabilities.

      On February  23, 2004 the  Company  furnished a Report on Form 8-K,  dated
      February  18,  2004,  that  included  information  reported  under  Item 4
      relating to the change in the Company's certifying public accountants.

                                INDEX TO EXHIBITS

The following exhibits are included herewith unless otherwise indicated:

2.1      Stock  Purchase  Agreement,  dated as of January 11, 2001, by and among
         James M.  Willey,  individually  and as trustee of the James M.  Willey
         Trust - 1995,  Thomas P.  Willey,  individually  and as  trustee of The
         Thomas P. Willey Revocable Trust of 1998, and the Company (incorporated
         by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K
         filed on January 31, 2001).

2.2      Agreement  and Plan of  Merger,  dated as of  August 1,  2001,  between
         Financial  Performance  Corporation  and the Company  (incorporated  by
         reference  to Exhibit  2.2 to the  Company's  Quarterly  Report on Form
         10-QSB for the quarter ended September 30, 2001).

3.1      By-laws of the Company (incorporated by reference to Exhibit 3.1 to the
         Company's  Quarterly  Report  on  Form  10-QSB  for the  quarter  ended
         September 30, 2001).

3.2      Certificate  of  Incorporation  dated August 7, 2001  (incorporated  by
         reference  to Exhibit  3.2 to the  Company's  Quarterly  Report on Form
         10-QSB for the quarter ended September 30, 2001).


                                       18
<PAGE>

4.1      Specimen  Certificate  of Common  Stock  (incorporated  by reference to
         Exhibit 4.1 to the  Company's  Quarterly  Report on Form 10-QSB for the
         quarter ended September 30, 2001).

4.2      Certificate of Designations  of Class A Convertible  Preferred Stock of
         the Company  (incorporated by reference to Exhibit 4.1 to the Company's
         Current Report on Form 8-K filed on January 31, 2001).

10.1     Form of Indemnification  Agreement between the Company and its Officers
         and  Directors  (incorporated  by  reference  to  Exhibit  10.35 to the
         Company's   Registration   Statement  on  Form  S-1,  Registration  No.
         33-20886).

10.2     Restated and Amended  Shareholders  Agreement,  dated as of October 18,
         1994, by and among Michaelson  Kelbick Partners Inc., Susan Michaelson,
         Hillary  Kelbick  and the  Company,  effective  as of  October  1, 1998
         (incorporated by reference to Exhibit 10.80 to the Company's  Quarterly
         Report on Form 10-QSB for the quarter ended September 30, 1998).

10.3     Form of Warrant,  dated as of October 21, 1998, between the Company and
         Richard  Levy  (incorporated  by  reference  to  Exhibit  10.81  to the
         Company's  Annual Report on Form 10-KSB for the year ended December 31,
         1998).

10.4     Form of Warrant  Agreement,  dated as of  October  21,  1998,  covering
         warrants issued to Richard Levy and others  (incorporated  by reference
         to Exhibit 10.86 to the Company's  Annual Report on Form 10-KSB for the
         year ended December 31, 1998).

10.5     Stock  Purchase and Sale  Agreement,  dated as of November 17, 1999, by
         and  among  the  Company,   Robert  S.  Trump  and  Jeffrey   Silverman
         (incorporated  by reference to Exhibit  10.1 to the  Company's  Current
         Report on Form 8-K filed November 30, 1999).

10.6     Stock  Purchase and Sale  Agreement,  dated as of November 17, 1999, by
         and among the Company, Robert S. Trump and Ronald Nash (incorporated by
         reference to Exhibit 10.2 to the Company's  Current  Report on Form 8-K
         filed November 30, 1999).

10.7     Stockholders Agreement, dated as of November 17, 1999, by and among the
         Company,   Robert  S.  Trump,   Jeffrey  Silverman,   and  Ronald  Nash
         (incorporated  by reference to Exhibit  10.3 to the  Company's  Current
         Report on Form 8-K filed November 30, 1999).

10.8     Option Agreement,  dated November 17, 1999, between Robert S. Trump and
         Jeffrey  Silverman  incorporated  by  reference  to Exhibit 10.4 to the
         Company's Current Report on Form 8-K filed November 30, 1999).

10.9     Amendment to Option Agreement,  dated as of November 15, 2001,  between
         Jeffrey S.  Silverman  and Robert Trump  (incorporated  by reference to
         Exhibit 10.8 to the Company's  Quarterly  Report on Form 10-QSB for the
         quarter ended March 31, 2002).

10.10    Option Agreement,  dated November 17, 1999, between Robert S. Trump and
         Jeffrey  Silverman  (incorporated  by  reference to Exhibit 10.5 to the
         Company's Current Report on Form 8-K filed November 30, 1999).

10.11    Option Agreement,  dated November 17, 1999, between Robert S. Trump and
         Jeffrey  Silverman  incorporated  by  reference  to Exhibit 10.6 to the
         Company's Current Report on Form 8-K filed November 30, 1999).

10.12    Option Agreement,  dated November 17, 1999, between Robert S. Trump and
         Ronald Nash  incorporated by reference to Exhibit 10.7 to the Company's
         Current Report on Form 8-K filed November 30, 1999).


                                       19
<PAGE>

10.13    Amendment to Option Agreement,  dated as of November 15, 2001,  between
         Ronald Nash and Robert  Trump  (incorporated  by  reference  to Exhibit
         10.11 to the Company's  Quarterly Report on Form 10-QSB for the quarter
         ended March 31, 2002).

10.14    Option Agreement,  dated November 17, 1999, between Robert S. Trump and
         Ronald Nash (incorporated by reference to Exhibit 10.8 to the Company's
         Current Report on Form 8-K filed November 30, 1999).

10.15    Option Agreement,  dated November 17, 1999, between Robert S. Trump and
         Ronald Nash (incorporated by reference to Exhibit 10.9 to the Company's
         Current Report on Form 8-K filed November 30, 1999).

10.16    Stock Option  Agreement,  dated as of November  17,  1999,  between the
         Company and Jeffrey  Silverman  (incorporated  by  reference to Exhibit
         10.10 to the Company's  Current  Report on Form 8-K filed  November 30,
         1999).

10.17    Stock Option  Agreement,  dated as of November  17,  1999,  between the
         Company and Ronald Nash  (incorporated by reference to Exhibit 10.11 to
         the Company's Current Report on Form 8-K filed November 30, 1999).

10.18    Registration  Rights  Agreement,  dated as of November  17, 1999 by and
         among  the  Company,  Robert  S.  Trump,  William  F.  Finley,  Jeffrey
         Silverman and Ronald Nash  (incorporated  by reference to Exhibit 10.12
         to the Company's Current Report on Form 8-K filed November 30, 1999).

10.19    Stock  Option  Agreement,  dated as of January  10,  2000,  between the
         Company and Jeffrey  Silverman  (incorporated  by  reference to Exhibit
         10.39 to the Company's  Annual Report on Form 10-KSB for the year ended
         December 31, 1999).

10.20    Stock  Option  Agreement,  dated as of January  10,  2000,  between the
         Company and Ronald Nash  (incorporated by reference to Exhibit 10.40 to
         the Company's  Annual Report on Form 10-KSB for the year ended December
         31, 1999).

10.21    Agreement  and Plan of Merger  dated  February  23,  2000,  between the
         Company, FPC Acquisition Corp., iMapData.com,  Inc., William Lilley III
         and Laurence J. Defiance (incorporated by reference to Exhibit 10.17 to
         the Company's Current Report on Form 8-K filed February 24, 2000).

10.22    Employment  Agreement,  dated April 25,  2000,  between the Company and
         Edward T. Stolarski  (incorporated  by reference to Exhibit 10.5 to the
         Company's Report on Form 10-QSB for the quarter ended March 31, 2000).

10.23    Stock Option Agreement, dated as of April 26, 2000, between the Company
         and  Edward T.  Stolarski,  covering  100,000  shares  of common  stock
         (incorporated  by reference to Exhibit 10.5 to the Company's  Report on
         Form 10-QSB for the quarter ended March 31, 2000).

10.24    Stock Option Agreement, dated as of April 26, 2000, between the Company
         and  Edward T.  Stolarski,  covering  300,000  shares  of common  stock
         (incorporated  by reference to Exhibit 10.5 to the Company's  Report on
         Form 10-QSB for the quarter ended March 31, 2000).

10.25    Loan and  Security  Agreement,  dated as of January 11,  2001,  between
         Fleet  Capital   Corporation   ("Fleet")  and  Willey  Brothers,   Inc.
         (incorporated  by reference to Exhibit  10.1 to the  Company's  Current
         Report on Form 8-K filed on January 31, 2001).

10.26    Secured Guaranty  Agreement,  dated as of January 11, 2001, executed by
         the Company in favor of Fleet  (incorporated  by  reference  to Exhibit
         10.1 to the Company's  Current  Report on Form 8-K filed on January 31,
         2001).


                                       20
<PAGE>

10.27    Amendment and Waiver Agreement, dated as of May 21, 2001, between Fleet
         and Willey Brothers  (incorporated by reference to Exhibit 10.25 to the
         Company's  Quarterly  Report  on  Form  10-QSB  for the  quarter  ended
         September 30, 2001).

10.28    Second  Amendment and Waiver  Agreement,  dated as of October 22, 2001,
         between Fleet and Willey Brothers (incorporated by reference to Exhibit
         10.25 to the Company's  Quarterly Report on Form 10-QSB for the quarter
         ended September 30, 2001).

10.29    Third Amendment and Waiver Agreement, dated as of March 29, 2002, among
         Fleet,  Willey Brothers and the Company  (incorporated  by reference to
         Exhibit  10.23 to the  Company's  Annual  Report on Form 10-KSB for the
         year ended December 31, 2001).

10.30    Letter Agreement, dated April 17, 2002, between and among Fleet, Willey
         Brothers and the Company (incorporated by reference to Exhibit 10.21 to
         the  Company's  Quarterly  Report on Form 10-QSB for the quarter  ended
         June 30, 2002).

10.31    Letter Agreement,  dated May 15, 2002, between and among Fleet,  Willey
         Brothers and the Company (incorporated by reference to Exhibit 10.21 to
         the  Company's  Quarterly  Report on Form 10-QSB for the quarter  ended
         June 30, 2002).

10.32    Letter Agreement,  dated July 11, 2002, between and among Fleet, Willey
         Brothers and the Company (incorporated by reference to Exhibit 10.21 to
         the  Company's  Quarterly  Report on Form 10-QSB for the quarter  ended
         June 30, 2002).

10.33    Fourth Amendment,  dated as of September 25, 2002, among Fleet,  Willey
         Brothers and the Company (incorporated by reference to Exhibit 10.21 to
         the  Company's  Quarterly  Report on Form 10-QSB for the quarter  ended
         September 30, 2002).

10.34    Agreement  dated as of January 11, 2001,  among the Company,  Thomas P.
         Willey,  as trustee of the Thomas P.  Willey  Revocable  Trust of 1998,
         James M.  Willey,  as  trustee  of the  James M.  Willey  Trust - 1995,
         Jeffrey S. Silverman, William Lilley III, Ronald Nash, Robert Trump and
         Laurence  DeFranco  (incorporated  by  reference to Exhibit 10.2 to the
         Company's Current Report on Form 8-K filed on January 31, 2001).

10.35    Amendment,  dated as of  March  21,  2001,  to  Agreement,  dated as of
         January 11, 2001,  among the Company,  Thomas P. Willey,  as trustee of
         the Thomas P.  Willey  Revocable  Trust of 1998,  James M.  Willey,  as
         trustee of the James M.  Willey  Trust - 1995,  Jeffrey  S.  Silverman,
         William  Lilley III,  Ronald Nash,  Robert Trump and Laurence  DeFranco
         (incorporated  by reference to Exhibit  10.44 to the  Company's  Annual
         Report on Form 10-KSB for the year ended December 31, 2000).

10.36    Subordinated  Convertible Term Promissory Note, dated January 11, 2001,
         made by the Company in favor of the James M. Willey Trust-1995,  in the
         principal  amount of $3,750,000  (incorporated  by reference to Exhibit
         2.1 to the  Company's  Current  Report on Form 8-K filed on January 31,
         2001).

10.37    Subordinated  Convertible Term Promissory Note, dated January 11, 2001,
         made by the Company in favor of the James M. Willey Trust-1995,  in the
         principal  amount of $1,000,000  (incorporated  by reference to Exhibit
         2.1 to the  Company's  Current  Report on Form 8-K filed on January 31,
         2001).

10.38    Subordinated  Convertible Term Promissory Note, dated January 11, 2001,
         made by the Company in favor of The Thomas P. Willey Revocable Trust of
         1998, in the principal amount of $3,750,000  (incorporated by reference
         to Exhibit  2.1 to the  Company's  Current  Report on Form 8-K filed on
         January 31, 2001).


                                       21
<PAGE>

10.39    Subordinated  Convertible Term Promissory Note, dated January 11, 2001,
         made by the Company in favor of The Thomas P. Willey Revocable Trust of
         1998, in the principal amount of $1,000,000  (incorporated by reference
         to Exhibit  2.1 to the  Company's  Current  Report on Form 8-K filed on
         January 31, 2001).

10.40    Promissory  Note, dated February 12, 2001, made by iMapData in favor of
         Ronald  Nash,  in the  principal  amount of  $50,000  (incorporated  by
         reference  to  Exhibit  10.46 to the  Company's  Annual  Report on Form
         10-KSB for the year ended December 31, 2000).

10.41    Promissory  Note, dated February 12, 2001, made by iMapData in favor of
         Jeffrey Silverman,  in the principal amount of $50,000 (incorporated by
         reference  to  Exhibit  10.46 to the  Company's  Annual  Report on Form
         10-KSB for the year ended December 31, 2000).

10.42    Promissory  Note, dated February 12, 2001, made by iMapData in favor of
         William Lilley,  in the principal  amount of $100,000  (incorporated by
         reference  to  Exhibit  10.46 to the  Company's  Annual  Report on Form
         10-KSB for the year ended December 31, 2000).

10.43    Subordinated  Convertible Promissory Note, dated March 1, 2001, made by
         the Company in favor of Jeffery S. Silverman,  in the principal  amount
         of  $245,000  (incorporated  by  reference  to  Exhibit  10.47  to  the
         Company's  Annual Report on Form 10-KSB for the year ended December 31,
         2000).

10.44    Subordinated  Convertible Promissory Note, dated March 1, 2001, made by
         the  Company  in favor of  Ronald  Nash,  in the  principal  amount  of
         $245,000  (incorporated  by reference to Exhibit 10.47 to the Company's
         Annual Report on Form 10-KSB for the year ended December 31, 2000).

10.45    Stock Option Agreement,  dated August 9, 2000,  between the Company and
         Jonathan  Foster  (incorporated  by reference  to Exhibit  10.48 to the
         Company's  Annual Report on Form 10-KSB for the year ended December 31,
         2000).

10.46    Stock  Option  Agreement,  dated  August 9, 2000,  between  the Company
         Nathan  Gantcher  (incorporated  by reference  to Exhibit  10.48 to the
         Company's  Annual Report on Form 10-KSB for the year ended December 31,
         2000).

10.47    Stock Option  Agreement,  dated August 9, 2000,  between the Company J.
         William  Grimes  (incorporated  by  reference  to Exhibit  10.48 to the
         Company's  Annual Report on Form 10-KSB for the year ended December 31,
         2000).

10.48    Stockholders'  Agreement,   dated  February  12,  2001,  by  and  among
         iMapData.com,  Inc., Financial Performance Corporation, 1404467 Ontario
         Limited,  BG Media  Intermediate Fund L.P., William Lilley and Laurence
         DeFranco  (incorporated  by reference to Exhibit 10.49 to the Company's
         Annual Report on Form 10-KSB for the year ended December 31, 2000).

10.49    Financial   Performance   Corporation   Incentive   Compensation   Plan
         (incorporated by reference to Exhibit 10.32 to the Company's  Quarterly
         Report on Form 10-QSB for the quarter ended September 30, 2001).

10.50    Financial   Performance   Corporation   2001   Stock   Incentive   Plan
         (incorporated by reference to Exhibit 10.33 to the Company's  Quarterly
         Report on Form 10-QSB for the quarter ended September 30, 2001).

10.51    Subordinated Note and Warrant Purchase  Agreement,  dated as of October
         22, 2001, by and among the Company, Willey Brothers, Inc. and Corporate
         Mezzanine II, L.P ("CMII")  (incorporated by reference to Exhibit 10.34
         to the Company's  Quarterly Report on Form 10-QSB for the quarter ended
         September 30, 2001).


                                       22
<PAGE>

10.52    Subordinated  Promissory  Note, in the Principal  Amount of $5,000,000,
         made by  Willey  Brothers,  Inc.  in  favor  of CMII  (incorporated  by
         reference to Exhibit  10.34 to the Company's  Quarterly  Report on Form
         10-QSB for the quarter ended September 30, 2001).

10.53    Common Stock  Purchase  Warrant,  dated  October 22, 2001,  between the
         Company and CMII  (incorporated  by reference  to Exhibit  10.34 to the
         Company's  Quarterly  Report  on  Form  10-QSB  for the  quarter  ended
         September 30, 2001).

10.54    Registration  Rights Agreement,  dated as of October 22, 2001,  between
         the Company and CMII (incorporated by reference to Exhibit 10.34 to the
         Company's  Quarterly  Report  on  Form  10-QSB  for the  quarter  ended
         September 30, 2001).

10.55    Subordination  and  Intercreditor  Agreement,  dated as of October  22,
         2001,  by and among  Willey  Brothers,  Inc.,  CMII and  Fleet  Capital
         Corporation   (incorporated  by  reference  to  Exhibit  10.34  to  the
         Company's  Quarterly  Report  on  Form  10-QSB  for the  quarter  ended
         September 30, 2001).

10.56    Amendment No. 1 and Waiver,  dated as of May 14, 2002, by and among the
         Company,  Willey  Brothers,  and CMII  (incorporated  by  reference  to
         Exhibit 10.30 to the Company's  Quarterly Report on Form 10-QSB for the
         quarter ended June 30, 2002).

10.57    Amendment  No. 2 and Waiver,  dated as of August 9, 2002,  by and among
         the Company,  Willey Brothers,  and CMII  (incorporated by reference to
         Exhibit 10.30 to the Company's  Quarterly Report on Form 10-QSB for the
         quarter ended June 30, 2002).

10.58    Form of Warrant  Agreement,  between the Company and the Warrantholders
         listed therein, together with Form of Warrant Certificate,  executed by
         each  purchaser  in the private  placement of common stock and warrants
         through  Broadband  Capital,  LLC as placement agent  (incorporated  by
         reference  to  Exhibit  10.33 to the  Company's  Annual  Report on Form
         10-KSB for the year ended December 31, 2001).

10.59    Form of  Registration  Rights  Agreement,  between  the Company and the
         Holders  listed  therein,  executed  by each  purchaser  in the private
         placement of common stock and warrants through Broadband  Capital,  LLC
         as placement agent  (incorporated  by reference to Exhibit 10.34 to the
         Company's  Annual Report on Form 10-KSB for the year ended December 31,
         2001).

10.60    Form of Stock Option Agreement, dated as of March 27, 2002, between the
         Company  and each of Jeffrey  S.  Silverman  and  Edward T.  Stolarski,
         (incorporated by reference to Exhibit 10.33 to the Company's  Quarterly
         Report on Form 10-QSB for the quarter ended March 31, 2002).

10.61    Stock Redemption  Agreement,  dated as of October 31, 2002, between the
         Company and iMapData  (incorporated by reference to Exhibit 10.1 to the
         Company's Current Report on Form 8-K filed on November 14, 2002).

10.62    Pledge and Escrow  Agreement,  dated as of October 31, 2002,  among the
         Company,  iMapData and LandAmerica Financial Group, Inc.  (incorporated
         by reference to Exhibit 10.2 to the  Company's  Current  Report on Form
         8-K filed on November 14, 2002).

10.63    Promissory  Note,  dated October 31, 2002, made by iMapData in favor of
         the Company,  in the principal  amount of $1,550,000  (incorporated  by
         reference to Exhibit 10.3 to the Company's  Current  Report on Form 8-K
         filed on November 14, 2002).

10.64    Letter  Agreement,  dated  October  31,  2002,  between the Company and
         iMapData  (incorporated  by reference to Exhibit 10.4 to the  Company's
         Current Report on Form 8-K filed on November 14, 2002).


                                       23
<PAGE>

10.65    Letter  Agreement,  dated  October 16,  2001,  amending the terms of i)
         Stock  Purchase  Agreement,  dated as of January 11, 2001, by and among
         the Company, James M. Willey,  individually and as trustee of the James
         M.  Willey  Trust - 1995 and  Thomas  P.  Willey,  individually  and as
         trustee  of  The  Thomas  P.  Willey   Revocable  Trust  of  1998,  ii)
         Subordinated Convertible Term Promissory Notes, dated January 11, 2001,
         made by the  Company  in favor of each of the James M.  Willey  Trust -
         1995 and the Thomas P. Willey Revocable Trust of 1998, in the principal
         amount of $3,750,000, and iii) Subordinated Convertible Term Promissory
         Notes,  dated January 11, 2001, made by the Company in favor of each of
         the James M.  Willey  Trust - 1995 and the Thomas P.  Willey  Revocable
         Trust of 1998, in the principal amount of $1,000,000.  (incorporated by
         reference  to  Exhibit  10.65 to the  Company's  Annual  Report on Form
         10-KSB filed on March 31, 2003).

10.66    Form of Stock Option Agreement, dated as of March 27, 2002, between the
         Company and each of Jonathan  Foster,  Nathan  Gantcher  and J. William
         Grimes  (incorporated  by reference to Exhibit  10.66 to the  Company's
         Annual Report on Form 10-KSB filed on March 31, 2003)..

10.67    Letter  Agreement,  dated October 9, 2002,  between Willey Brothers and
         CMII.  (incorporated  by  reference to Exhibit  10.67 to the  Company's
         Annual Report on Form 10-KSB filed on March 31, 2003).

10.68    Fifth  Amendment,  dated as of December 20, 2002,  among Fleet,  Willey
         Brothers and the Company.  (incorporated  by reference to Exhibit 10.68
         to the Company's Annual Report on Form 10-KSB filed on March 31, 2003).

10.69    Letter Agreement, dated February 12, 2003, among Fleet, Willey Brothers
         and the Company.  (incorporated  by  reference to Exhibit  10.69 to the
         Company's Annual Report on Form 10-KSB filed on March 31, 2003).

10.70    Sixth  Amendment,  dated as of March  18,  2003,  among  Fleet,  Willey
         Brothers and the Company.  (incorporated  by reference to Exhibit 10.70
         to the Company's Annual Report on Form 10-KSB filed on March 31, 2003).

10.71    Waiver,  dated as of March 31, 2003,  by and among the Company,  Willey
         Brothers and CMII  (incorporated  by reference to Exhibit  10.71 to the
         Company's Annual Report on Form 10-KSB filed on March 31, 2003)..

10.72    Form of Stock Option  Agreement  dated as of March 25, 2003 between the
         Company  and  each of Chet  Borgida,  Kenneth  Csaplar,  Richard  Levy,
         Jeffrey Adam Lipsitz and Anthony van Daalen. (incorporated by reference
         to  Exhibit  10.1 to the  Company's  Report on Form 10-Q  filed May 15,
         2003).

10.73    Employee Stock Option  Agreement dated as of March 25, 2003 between the
         Company and Edward T. Stolarski  (incorporated  by reference to Exhibit
         10.2 to the Company's Report on Form 10-Q filed May 15, 2003).

10.74    Employee Stock Option  Agreement dated as of March 25, 2003 between the
         Company and Sharon Burd  (incorporated  by reference to Exhibit 10.3 to
         the Company's Report on Form 10-Q filed May 15, 2003).

10.75    Agreement  dated as if Nay 15,  2003 by and among the  Company,  Willey
         Brothers, James M. Willey,  individually and as trustee of the James M.
         Willey Trust - 1995, and Thomas P. Willey,  individually and as trustee
         of the  Thomas  P.  Willey  Revocable  Trust of 1998  (incorporated  by
         reference  to Exhibit 10.4 to the  Company's  Report on Form 10-Q filed
         May 15, 2003).

10.76    Amended Agreement dated June 16, 2003 by and among the Company,  Willey
         Brothers, James M. Willey,  individually and as trustee of the James M.
         Willey Trust - 1995,  Thomas P. Willey,  individually and as trustee of
         the Thomas P. Willey  Revocable  Trust of 1998 and Nixon Peabody LLP as
         Escrow  Agent,  amending  Agreement,  dated as of May 15, 2003,  by and
         among the parties  (incorporated  by  reference  to Exhibit 10.1 to the
         Company's Report on Form 10-Q filed August 26, 2003).


                                       24
<PAGE>

10.77    Waiver  dated as of June 30,  2003 by and  among  the  Company,  Willey
         Brothers and Corporate Mezzanine II, L.P. (incorporated by reference to
         Exhibit  10.2 to the  Company's  Report on Form 10-Q  filed  August 26,
         2003).

10.78    Seventh  Amendment,  dated as of August 21, 2003, between Fleet Capital
         Corporation,  Willey  Brothers,  Inc and the Company  (incorporated  by
         reference  to Exhibit 10.3 to the  Company's  Report on Form 10-Q filed
         August 26, 2003).

10.79    Eighth Amendment, dated as of September 29, 2003, between Fleet Capital
         Corporation,  Willey  Brothers,  Inc and the Company  (incorporated  by
         reference  to Exhibit  99.1 to the  Company's  Report on Form 8-K filed
         October 2, 2003 and Exhibit 10.2 to the  Company's  Report on Form 10-Q
         filed November 14, 2003 ).

10.80    Second  Amended  Agreement  dated  September  15, 2003 by and among the
         Company, Willey Brothers, James M. Willey,  individually and as trustee
         of the James M. Willey Trust - 1995, Thomas P. Willey, individually and
         as trustee of the Thomas P.  Willey  Revocable  Trust of 1998 and Nixon
         Peabody LLP as Escrow Agent,  amending  Agreement,  dated as of May 15,
         2003,  by and among the parties  (incorporated  by reference to Exhibit
         10.1 to the Company's Report on Form 10-Q filed November 14, 2003).

10.81    Letter Agreement dated as of September 30, 2003,  between and among the
         Company,  Willey  Brothers,  Corporate  Mezzanine  II,  L.P.  and Fleet
         Capital  Corporation,   relating  to  Subordinated  Notes  and  Warrant
         Purchase Agreement,  dated October 22, 2001, between the Company, Wiley
         Brothers and Corporate Mezzanine II, L.P. (incorporated by reference to
         Exhibit 10.3 to the  Company's  Report on Form 10-Q filed  November 14,
         2003).

10.82    Common  Stock  Purchase  Warrant,  dated  October 2, 2003  between  the
         Company and James F. Brooks  (incorporated by reference to Exhibit 10.4
         to the Company's Report on Form 10-Q filed November 14, 2003).

10.83    Stock Option Agreement dated as of October 2, 2003 between the Company
         and James F. Brooks (incorporated by reference to Exhibit 10.5 to the
         Company's Report on Form 10-Q filed November 14, 2003).

10.84    Agreement  effective  as of October 15,  2003,  between the Company and
         Anthony J.  Cataldo  (incorporated  by reference to Exhibit 10.6 to the
         Company's Report on Form 10-Q filed November 14, 2003).

10.85    Termination  Agreement dated as of January 13, 2003 (delivered  October
         28, 2003), by and among the Company,  Robert S. Trump,  Ronald Nash and
         the Estate of Jeffrey  Silverman,  relating to Stockholders  Agreement,
         dated as of November 17, 1999,  by and among the parties  (incorporated
         by reference to Exhibit 10.7 to the Company's Report on Form 10-Q filed
         November 14, 2003).

10.86    Waiver dated as of November 6, 2003,  by and among the Company,  Willey
         Brothers and Corporate Mezzanine II, L.P. (incorporated by reference to
         Exhibit 10.8 to the  Company's  Report on Form 10-Q filed  November 14,
         2003).

10.87    Promissory  Note  dated  November  7, 2003 in the  principal  amount of
         $100,000  made  by  the  Company  in  favor  of  Filter   International
         (incorporated  by reference to Exhibit 10.9 to the Company's  Report on
         Form 10-Q filed November 14, 2003).

10.88    Promissory  Note  dated  November  7,  2003  in  the  principal  amount
         $250,000,  made by the  Company in favor of Camden  International  Ltd.
         (incorporated  by reference to Exhibit 10.10 to the Company's Report on
         Form 10-Q filed November 14, 2003).


                                       25
<PAGE>

10.89    Employment  Agreement dated as of November 10, 2003 between the Company
         and James F. Brooks  (incorporated by reference to Exhibit 10.11 to the
         Company's Report on Form 10-Q filed November 14, 2003).

10.90    Surrender  Agreement for  leasehold at 777 Third  Avenue,  New York NY,
         dated as of January 20, 2004  between the Company and Sage Realty Group
         as agent  (incorporated  by reference to Exhibit 10.1 to the  Company's
         Report on Form 8-K filed February 5, 2004).

10.91    Settlement  Agreement dated January 20, 2004, by and among the Company,
         Willey  Brothers,  James M. Willey,  individually and as trustee of the
         James M. Willey  Trust - 1995,  Thomas P. Willey,  individually  and as
         trustee of the Thomas P.  Willey  Revocable  Trust of 1998 and  McLane,
         Graf, Raulerson & Middleton,  PA as escrow agent,  settling obligations
         under  prior  agreements  dated  as of May 15,  2003  (incorporated  by
         reference  to Exhibit  10.2 to the  Company's  Report on Form 8-K filed
         February 5, 2004).

10.92    Amendment No. 3 and Waiver to  Subordinated  Note and Warrant  Purchase
         Agreement dated as of January 7, 2004 between  Corporate  Mezzanine II,
         L.P.,  Willey  Brothers and the Company  (incorporated  by reference to
         Exhibit  10.3 to the  Company's  Report on Form 8-K filed  February  5,
         2004).

10.93    Amendment No. 1 to the Subordinated Note dated as of January 7, 2004 by
         Willey  Brothers,  Inc. as maker and  Corporate  Mezzanine  II, L.P. as
         holder  (incorporated  by reference  to Exhibit  10.4 to the  Company's
         Report on Form 8-K filed February 5, 2004).

10.94    Ninth Amendment,  dated as of November 29, 2003,  between Fleet Capital
         Corporation, Willey Brothers and the Company (incorporated by reference
         to Exhibit 10.5 to the Company's  Report on Form 8-K filed  February 5,
         2004).

16.1     Letter from Grant Thornton LLP addressed to the Securities and Exchange
         Commission  in  accordance   with  Item  304(a)(3)  of  Regulation  S-K
         (incorporated  by reference to Exhibit 16.1 to the Company's  Report on
         Form 8-K filed April 17, 2003).

16.2     Letter from Goldstein Golub Kessler LLP addressed to the Securities and
         Exchange Commission in connection with Item 304(a)(3) of Regulation S-K
         (incorporated  by reference to Exhibit 16.1 to the Company's  Report on
         Form 8-K filed February 23, 2004).

23.1     Consent of Goldstein and Morris Certified Public Accountants.

31.1     Certification of Chief Executive Officer Pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

31.2     Certification of Chief Financial Officer Pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

32.1     Certification  of Chief Executive  Officer and Chief Financial  Officer
         Pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906
         of the Sarbanes-Oxley Act of 2002.


                                       26
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


BrandPartners Group, Inc.

/s/ James F. Brooks
-----------------------------------------
James F. Brooks, Chief Executive Officer
Rochester, New Hampshire
March 29, 2004

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


/s/ Anthony J. Cataldo                                            March 29, 2004
-----------------------------------------
Anthony J. Cataldo, Chairman of the Board

                                                                  March 29, 2004
-----------------------------------------
J. Weldon Chitwood, Director and
Corporate Secretary

/s/ Richard Levy                                                  March 29, 2004
-----------------------------------------
Richard Levy, Director

/s/ James F. Brooks                                               March 29, 2004
-----------------------------------------
James F. Brooks, Chief Executive Officer

/s/ Sharon Burd                                                   March 29, 2004
-----------------------------------------
Sharon Burd, Chief Financial Officer


                                       27
<PAGE>

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                      Page
                                                                      ----
Report of Independent Certified Public Accountants                    F-2


Financial Statements

      Consolidated Balance Sheets                                     F-3 - F-4

      Consolidated Statements of Operations                           F-5

      Consolidated Statements of Stockholders' Equity (Deficit)       F-6 - F-7

      Consolidated Statements of Cash Flows                           F - 8


      Notes to Consolidated Financial Statements                      F-9 - F-36


                                      F-1
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders' of
BrandPartners Group, Inc.

We have audited the  accompanying  consolidated  balance sheets of BrandPartners
Group,  Inc. and  Subsidiaries  as of December 31, 2003 and 2002 and the related
consolidated  statements of operations,  stockholders' equity (deficit) and cash
flows for the years ended December 31, 2003, 2002 and 2001.  These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform an audit to obtain  reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
BrandPartners  Group, Inc. and Subsidiaries as of December 31, 2003 and 2002 and
the consolidated results of its operations and their consolidated cash flows for
the years ended December 31, 2003,  2002 and 2001 in accordance  with accounting
principles generally accepted in the United States of America.


/s/ Goldstein and Morris CPA's, P.C.


New York, New York
March 26, 2004


                                      F-2
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS

                           December 31, 2003 and 2002

<TABLE>
<CAPTION>

                          ASSETS                            2003         2002
                                                        -----------  -----------
<S>                                                      <C>          <C>
Current assets

    Cash and cash equivalents                           $  413,946   $ 2,167,924
    Accounts receivable, net of allowance for

       doubtful accounts of $186,330 and $113,960

       Respectively                                      5,956,610     7,476,432
    Costs and estimated earning in excess of billings    1,854,886     6,288,532
    Inventories                                            969,020     2,102,909
    Prepaid expenses and other current assets              541,635       878,700

    Income tax refund                                         --       1,208,420
                                                       -----------   -----------
         Total current assets                            9,736,097    20,122,917
                                                       -----------   -----------
Property and equipment, net of accumulated
    Depreciation                                         1,486,551     1,600,415

Goodwill                                                24,271,969    24,271,969

Deferred financing costs                                   304,126       472,450

Other assets                                                34,911       270,349
                                                       -----------   -----------
          Total assets                                 $35,833,654   $46,738,100
                                                       ===========   ===========
</TABLE>

The accompanying notes are an integral part of these statements.


                                      F-3
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS

                           December 31, 2003 and 2002

<TABLE>
<CAPTION>

  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                     2003            2002
                                                                ------------    ------------
<S>                                                             <C>             <C>
Current liabilities
   Revolving credit facility                                    $  3,666,441    $  4,000,000
   Accounts payable and accrued expenses                           9,343,177      14,247,277
   Billings in excess of costs and estimated earnings              6,333,235       1,116,360
   Current maturities of long-term debt                            2,542,584       4,568,083
   Other current liabilities                                       1,600,848       1,175,494
   Notes Payable                                                     350,000            --
                                                                ------------    ------------
         Total current liabilities                                23,836,285      25,107,214
                                                                ------------    ------------
Long term debt
   Notes and interest payable                                     12,732,320      12,465,008
   Capital lease obligations                                             905           2,445
   Put warrant liability                                             220,348          56,295
   Lease termination fee payable in common stock                     275,000            --
   Lease termination fee                                             100,000            --

Commitments and contingencies                                           --              --

Stockholders' equity (deficit)
    Preferred stock, $.01 par value; 20,000,000 shares
       authorized; none outstanding                                     --              --
    Common stock, $.01 par value; 100,000,000 shares
       authorized, 18,163,553 issued                                 181,636         181,636
   Additional-paid-in-capital                                     40,634,822      40,109,102
   Accumulated deficit                                           (41,835,162)    (30,871,100)
   Treasury stock                                                   (312,500)       (312,500)
                                                                ------------    ------------
         Total stockholders' equity (deficit)                     (1,331,204)      9,107,138
                                                                ------------    ------------
         Total liabilities and stockholders' equity (deficit)   $ 35,833,654    $ 46,738,100
                                                                ============    ============
</TABLE>

The accompanying notes are an integral part of these statements.


                                      F-4
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                  Years ended December 31, 2003, 2002 and 2001


<TABLE>
<CAPTION>
                                                          2003             2002           2001
                                                      ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>
Revenues                                              $ 33,667,062    $ 38,879,500    $ 39,693,427
                                                      ------------    ------------    ------------
Costs and expenses
    Cost of revenues                                    29,396,353      29,725,975      27,257,861
    Selling, general and administrative                 11,921,942      13,232,518      15,601,626
                                                      ------------    ------------    ------------
         Total expenses                                 41,318,295      42,958,493      42,859,487
                                                      ------------    ------------    ------------
         Operating loss                                 (7,651,233)     (4,078,993)     (3,166,060)
                                                      ------------    ------------    ------------
Interest expense                                        (1,825,179)     (2,461,632)     (1,965,037)
                                                      ------------    ------------    ------------
Other income (expense)
    Interest income                                         38,935          71,100         236,335
    Management fee income                                     --           332,160            --
    Settlement of lawsuit                                 (227,220)           --              --
    Lease termination fee                               (1,075,000)           --              --
    Other                                                 (224,365)        348,138        (222,147)
                                                      ------------    ------------    ------------
        Total other income (expense)                    (1,487,650)        751,398          14,188
                                                      ------------    ------------    ------------
Loss from continuing operations before income taxes    (10,964,062)     (5,789,227)     (5,116,909)

        Income taxes benefit (expense)                        --           986,265        (186,890)
                                                      ------------    ------------    ------------
Loss from continuing operations                        (10,964,062)     (4,802,962)     (5,303,799)

Loss from discontinued operations                             --        (7,169,585)     (1,710,760)
                                                      ------------    ------------    ------------
                     NET LOSS                          (10,964,062)    (11,972,547)     (7,014,559)

Beneficial conversion on preferred stock                      --              --        (2,475,000)
                                                      ------------    ------------    ------------
Net loss applicable to common stockholders            $(10,964,062)   $(11,972,547)   $ (9,489,559)
                                                      ============    ============    ============

Basic and diluted (loss) per share
    Continuing operations                             $      (0.59)   $      (0.26)   $      (0.56)
    Discontinued operations                                   --             (0.39)   $      (0.12)
                                                      ------------    ------------    ------------
    Net loss-basic and diluted                        $      (0.59)   $      (0.65)   $      (0.68)
                                                      ============    ============    ============
    Weighted-average shares outstanding                 18,468,553      18,437,942      13,951,398
                                                      ============    ============    ============
</TABLE>

The accompanying notes are an integral part of these statements.


                                      F-5
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                  Years ended December 31, 2003, 2002 and 2001

<TABLE>
<CAPTION>

                                               Preferred stock            Common stock
                                      -------------------------  --------------------------        Additional         Accumulated
                                          Shares         $          Shares           $            paid-in capital        deficit
                                      -----------   -----------  -----------    -----------      ---------------  ----------------
<S>                                     <C>            <C>        <C>              <C>              <C>               <C>
Balance at January 1, 2001                                        11,458,040       $114,580         $22,079,129       $(9,408,994)

Shares issued in private placement                                 2,702,268         27,023           2,839,503

Issuance of preferred stock, including
     beneficial conversion              1,650,000     $ 16,500                                        6,449,125        (2,475,000)

Conversion of preferred stock          (1,650,000)     (16,500)    1,650,000         16,500

Issuance of shares for acquisition
     of Willey Brothers                                            1,512,500         15,125           6,034,875

Beneficial conversion on
     notes payable                                                                                      666,667

Exercise of options                                                  150,000          1,500             148,500

Issuance of shares for services                                      384,654          3,847             673,918

Options issued for services                                                                             787,000

Contribution of services - officer                                                                      150,000

Imputed interest on subsidiary notes                                                                     12,938

Exchange of Company stock for
    IMapData.com, Inc. stock
                                                                                                                       (7,014,559)
                                        ---------    ---------    ----------       --------         -----------      ------------
Balance at December 31, 2001                 --      $      --    17,857,462       $178,575         $39,841,655      $(18,898,553)
                                        =========    =========    ==========       ========         ===========      ============

</TABLE>

                                            Treasury stock
                                       -------------------------
                                           Shares             $        Total
                                       ----------     -----------    ---------
Balance at January 1, 2001                                          $12,784,715

Shares issued in private placement                                    2,866,526

Issuance of preferred stock, including
     beneficial conversion                                            3,990,625

Conversion of preferred stock                                                 -

Issuance of shares for acquisition
     of Willey Brothers                                               6,050,000

Beneficial conversion on
     notes payable                                                      666,667

Exercise of options                                                     150,000

Issuance of shares for services                                         677,765

Options issued for services                                             787,000

Contribution of services - officer                                      150,000

Imputed interest on subsidiary notes                                     12,938

Exchange of Company stock for
    IMapData.com, Inc. stock              (100,000)    $(312,500)      (312,500)
                                                                     (7,014,559)
                                          --------     ---------    -----------
Balance at December 31, 2001              (100,000)    $(312,500)   $20,809,177
                                          ========     =========    ===========

The accompanying notes are an integral part of this statement.


                                      F-6
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (continued)

                  Years ended December 31, 2003, 2002 and 2001

<TABLE>
<CAPTION>


                                         Common stock        Additional                        Treasury stock
                                    ----------------------    paid-in        Accumulated    -----------------------
                                      Shares     Par value    Capital          Deficit        Shares         $            Total
                                    ----------   ---------  ------------    -------------   ----------- -----------     ---------
<S>                                  <C>          <C>       <C>              <C>              <C>         <C>           <C>
Balance at December 31, 2001        17,857,462   $178,575  $  39,841,655    $(18,898,553)    (100,000)   $(312,500)    $20,809,177

Shares issued in private placement     285,258      2,853        242,655                                                   245,508

Issuance of shares for services
   Provided                             20,833        208         24,792                                                    25,000

Net loss                                                                     (11,972,547)                              (11,972,547)
                                    ----------   --------    -----------    ------------     --------    ---------     -----------
Balance at December 31, 2002        18,163,553   $181,636    $40,109,102    $(30,871,100)    (100,000)   $(312,500)     $9,107,138

Options issued to settle lawsuit                                  77,220                                                    77,220

Options issued for services                                      448,500                                                   448,500

Net loss                                                                    (10,964,062)                               (10,964,062)
                                    ----------   --------    -----------    ------------     --------    ---------     -----------
Balance at December 31, 2003        18,163,553   $181,636    $40,634,822    $(41,835,162)    (100,000)   $(312,500)    $(1,331,204)
                                    ==========   ========    ===========    =============    =========   ==========    ============
</TABLE>

The accompanying notes are an integral part of this statement.


                                      F-7
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                  Years ended December 31, 2003, 2002 and 2001

<TABLE>
<CAPTION>

                                                                                 2003          2002            2001
                                                                          ------------    ------------    ------------
<S>                                                                       <C>             <C>             <C>
Cash flows from operating activities of continuing operations
  Net loss from continuing operations                                     $(10,964,062)   $ (4,802,962)   $ (5,303,799)
  Adjustments to reconcile net loss from continuing operations
     to cash provided by (used in) operating activities:
      Depreciation and amortization                                            919,919         889,875       3,521,629
      Amortization of discount on notes payable                                 67,344         410,646         294,608
      Loss on disposal of fixed assets                                          18,340            --            13,691
      Bad debt provision (recovery)                                             72,370          17,194         (63,562)
      Non-cash compensation                                                    860,720         310,000       1,114,557
      Put warrant (gain) loss                                                  164,053        (384,143)        102,147
      Allowance for obsolete inventory                                         317,849          (7,575)        (15,934)
      Options issued below fair market value                                   135,000            --              --
      Loss on write-down of securities                                            --              --           120,000
      Loss on sale of assets                                                    41,972          36,005            --

      Changes in operating assets and liabilities
         Accounts receivable                                                 1,447,452      (1,090,453)      2,338,074
         Costs and estimated earnings in excess of billings                  4,433,646      (2,853,785)     (2,313,011)
         Inventories                                                           816,040         378,753         872,943
         Prepaid expenses and other current assets                             265,032        (529,158)        (58,758)
         Other assets                                                           (5,006)       (164,092)       (766,925)
         Accounts payable and accrued expenses                              (5,145,900)      5,890,720      (2,104,333)
         Other liabilities                                                     525,354         741,370         401,974
         Billings in excess of costs and estimated earnings                  5,216,875         723,062      (1,492,721)
         Interest payable - long term                                          217,729          (9,707)        256,658
         Income taxes                                                        1,208,420      (1,103,931)        573,337
                                                                          ------------    ------------    ------------
       Net cash  provided by (used in) operating activities of
         continuing operations                                                 613,147      (1,548,181)     (2,509,425)
                                                                          ------------    ------------    ------------
Cash flows from investing activities of continuing operations
  Acquisition of equipment                                                    (415,627)       (545,734)       (574,741)
  Proceeds from disposition of discontinued operations and other assets         30,061       2,008,995       2,075,350
  Acquisition of Willey Brothers, net of cash acquired                            --              --       (14,694,926)
  Loan to officers                                                                --           (78,000)           --
  Purchase of marketable securities                                               --              --           (90,000)
                                                                          ------------    ------------    ------------
       Net cash (used in) provided by investing activities of
         continuing operations                                                (385,566)      1,385,261     (13,284,317)
                                                                          ------------    ------------    ------------
Cash flows from financing activities of continuing operations
  Borrowings (repayments) on credit facility, net                             (333,559)      2,857,648       1,142,352
  Proceeds from long-term debt                                                    --              --        13,000,000
  Proceeds from short-term debt                                                350,000            --              --
  Proceeds from sale of common stock                                              --           245,508       2,866,526
  Proceeds from exercise of options/warrants                                      --              --           150,000
  Proceeds from sale of preferred stock                                           --              --         4,125,000
  Repayment of long-term debt                                               (2,044,800)     (5,029,268)     (1,267,651)
  Repayment of loan to officers                                                 46,800          31,200            --
                                                                          ------------    ------------    ------------
       Net cash provided by (used in) financing activities of
         continuing operations                                              (1,981,559)     (1,894,912)     20,016,227
                                                                          ------------    ------------    ------------
       NET INCREASE (DECREASE) IN CASH                                      (1,753,978)     (2,057,832)      4,222,485

Cash and cash equivalents, at beginning of year                              2,167,924       4,225,756           3,271
                                                                          ------------    ------------    ------------
Cash and cash equivalents, at end of year                                 $    413,946    $  2,167,924    $  4,225,756
                                                                          ============    ============    ============
Supplemental disclosures of cash flow information:
  Cash paid during the year for
      Interest                                                            $    870,656    $  1,251,352    $  1,063,873
                                                                          ============    ============    ============
      Taxes                                                               $          0    $    263,888    $    481,424
                                                                          ============    ============    ============
</TABLE>

The accompanying notes are an integral part of these statements.


                                      F-8
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        December 31, 2003, 2002 and 2001

NOTE A - NATURE OF BUSINESS AND BASIS OF PRESENTATION

      BrandPartners  Group, Inc.  operates through its wholly-owned  subsidiary,
      Willey Brothers,  Inc. ("Willey Brothers"),  acquired on January 16, 2001.
      Through Willey Brothers, the Company provides services and products to the
      financial services industry consisting of strategic retail positioning and
      branding,  environmental  design and store construction  services,  retail
      merchandising  analysis,  display systems and signage,  and  point-of-sale
      communications and marketing  programs,  throughout the United States. The
      Consolidated   Financial   Statements  are  prepared  in  conformity  with
      accounting principles generally accepted in the United States of America.


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      1.    Principles of Consolidation

            The  consolidated  financial  statements  include  the  accounts  of
            BrandPartners  Group,  Inc.,  its  wholly-owned  subsidiary,  Willey
            Brothers,  from January 16, 2001, and iMapData  through  October 31,
            2002. All significant  inter-company  accounts and transactions have
            been eliminated in consolidation.

      2.    Revenue Recognition

            Willey  Brothers  records  sales  on its  long-term  contracts  on a
            percentage-of-completion  basis, based upon actual costs incurred to
            date on such contracts. Contract costs include all direct materials,
            labor and subcontractor costs.  General and administrative  expenses
            are accounted for as period charges and, therefore, are not included
            in the calculation of the estimates to complete.  Anticipated losses
            are  provided  for  in  their  entirety  without  reference  to  the
            percentage-of-completion.  Costs and estimated earnings in excess of
            billings   represent   unbilled   charges  on  long-term   contracts
            consisting of amounts recognized but not billed at December 31. Such
            billings are generally  made and collected in the  subsequent  year.
            Billings in excess of costs and estimated  earnings represent billed
            charges on long-term contracts  consisting of amounts not recognized
            but billed at December 31 (see Note "F").

            Revenue from short-term  contracts is recognized when the product is
            shipped and/or the service is rendered.

      3.    Cash and Cash Equivalents

            The Company considers all highly liquid investments with maturity of
            three months or less when purchased to be cash equivalents.


                                      F-9
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE B (Continued)

      4.    Inventories

            Inventories  are  priced  at the  lower of cost  (determined  by the
            weighted-average method, which approximates first-in,  first-out) or
            market.  Inventories  consist of the  following at December 31, 2003
            and 2002.

                                                2003          2002
                                                ----          ----

                  Finished Goods             $628,832      $1,560,822
                  Raw Materials               329,866         534,740
                  Work-in-Process              10,322           7,347
                                             --------      ----------
                                             $969,020      $2,102,909
                                             ========      ==========

            Uncompleted  contracts are included in inventory at the  accumulated
            cost of  component  units  within  each  contract,  not in excess of
            realizable value.

      5.    Property and Equipment

            Property  and  equipment  are  recorded  at  cost.  Depreciation  is
            computed  principally  on a  straight-line  basis over the estimated
            useful lives of the  applicable  assets  ranging from three to seven
            years.

            Leasehold  improvements  are amortized  over the term of the related
            lease, or the estimated useful life of the improvement, whichever is
            less. Significant  improvements extending the useful lives of assets
            are capitalized.  When assets are retired or otherwise  disposed of,
            the cost and related  accumulated  depreciation are removed from the
            accounts  and any  resulting  gain or loss is  reflected  in current
            operating  results.  Maintenance and repairs are charged to expense,
            while  significant  repairs and  betterments are  capitalized.  When
            property  is sold or  otherwise  disposed  of, the cost and  related
            depreciation are removed from the accounts,  and any gain or loss is
            reflected in operations for the period.

      6.    Goodwill and Deferred Financing Costs

            Goodwill  represents  the excess of the purchase price over the fair
            value  of the net  assets  acquired  and has been  amortized  on the
            straight-line  basis  over ten  years  through  December  31,  2001.
            Beginning   January  1,  2002,  the  Company  adopted  Statement  of
            Financial  Accounting Standards ("SFAS") No. 142 "Goodwill and Other
            Intangible Assets" (see Note "C").

            Deferred  financing  costs are being  amortized  on a  straight-line
            basis over 5 - 7 years, the life of the related debt.


                                      F-10
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE B (continued)


      7.    Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed
            Of

            The Company evaluates its long-lived assets for impairment  whenever
            events or changes in circumstances indicate that the carrying amount
            of such assets or intangibles may not be recoverable. Recoverability
            of assets to be held and used is  measured  by a  comparison  of the
            carrying  amount of an asset to future net cash flows expected to be
            generated  by the  asset.  If  such an  asset  is  considered  to be
            impaired,  the impairment to be recognized is measured by the amount
            by which the carrying  amount of the asset exceeds the fair value of
            the assets.  Assets to be  disposed of are  reported at the lower of
            the  carrying  amount or fair value  less  costs to sell.  (See Note
            "B-17")

      8.    Warranty Costs

            Estimated  future  warranty  costs are provided for in the period of
            sale for products under warranty based upon past experience. Accrued
            warranty  costs at  December  31,  2003 and 2002 were  approximately
            $71,000  and  $47,000,  respectively,  and are  included in accounts
            payable and accrued expenses.

      9.    Income Taxes

            As part of the process of preparing the  BrandPartners  consolidated
            financial statements, the Company is required to estimate its income
            taxes  in each of the  jurisdictions  in  which  it  operates.  This
            process  involves   estimating  the  Company's  actual  current  tax
            exposure  together with assessing  temporary  differences  resulting
            from  different  treatment  of items.  These  differences  result in
            deferred tax assets and  liabilities,  which are included within the
            Company's consolidated balance sheets. The Company must then look at
            the  likelihood  that its deferred tax assets will be recovered from
            future taxable income and to the extent it believes that recovery is
            not likely,  the Company must  establish a valuation  allowance (see
            Note "I").

      10.   Fair Value of Financial Instruments

            The following  methods and  assumptions  were used in estimating the
            indicated fair values of financial instruments:

                  Cash, cash equivalents and short-term debt: The carrying value
                  approximates  fair  value due to the short  maturity  of these
                  instruments.

                  Long-term  debt:  The carrying value  approximates  fair value
                  based on current  rates  offered to the  Company  for  similar
                  debt.

                  Derivative  financial  instruments:   The  carrying  value  is
                  re-measured at each balance sheet date based on the fair value
                  of these instruments.


                                      F-11
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE B (continued)

      11.   Leases

            Leases  which  meet  certain  criteria  are  capitalized  as capital
            leases.  In  such  leases,   assets  and  obligations  are  recorded
            initially at the present value of the leased assets. The capitalized
            leases are amortized using the straight-line method over the assets'
            estimated   economic  lines.   Interest   expense  relating  to  the
            liabilities  is recorded to effect a constant  rate of interest over
            the  terms  and  obligations.   Leases  not  meeting  capitalization
            criteria are classified as operating  leases and related rentals are
            charged to expense as incurred.

      12.   Income (Loss) Per Share

            Basic and diluted  income  (loss) per share are  computed  using the
            weighted-average number of shares of common stock outstanding during
            the period.  When  applicable,  diluted income per share is computed
            using  the  weighted-average  number  of  shares  of  common  stock,
            adjusted for the dilutive  effect of potential  common shares issued
            or issuable pursuant to stock options,  stock  appreciation  rights,
            warrants and convertible securities.  Potential common shares issued
            are calculated using the treasury stock method. All potential common
            shares have been excluded from the  computation  of diluted loss per
            share as their effect would be antidilutive.

            Potential   common  shares  which  are  antidilutive  and  therefore
            excluded from the  computation  of basic and diluted loss per share,
            consisting of stock options,  warrants and  convertible  debt,  were
            7,845,000,  2,650,000 and 7,055,764 for the years ended December 31,
            2003, 2002 and 2001, respectively.

      13.   Derivative Instruments and Hedging Activities

            In June 1998,  the Financial  Accounting  Standards  Board  ("FASB")
            issued Statement of Financial Accounting Standards ("SFAS") No. 133,
            "Accounting for Derivative Instruments and Hedging Activities." SFAS
            No. 133  establishes  accounting and reporting  standards  requiring
            that  every  derivative  instrument  (including  certain  derivative
            instruments  embedded in other contracts) be recorded in the balance
            sheet as either an asset or liability at its fair value.  Changes in
            the fair value of those  instruments  are  reported  in  earnings or
            other  comprehensive  income  depending on the use of the derivative
            and whether it qualifies for hedge  accounting.  The  accounting for
            gains and  losses  associated  with  changes  in the fair value of a
            derivative and the effect on the consolidated  financial  statements
            will depend on its hedge designation and whether the hedge is highly
            effective in achieving  offsetting changes in the fair value of cash
            flows of the instrument hedged.


                                      F-12
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE B (continued

            On April 23, 2001, and in  conjunction  with obtaining the Company's
            credit  facility,  the Company  entered  into an  interest  rate cap
            agreement, which limits the Company's exposure if the LIBOR interest
            rate exceeds 6.5%. Accordingly,  the Company designated the interest
            rate cap having an aggregate notional amount of $4 million as a cash
            flow hedge as defined  under SFAS No. 133. The  contract  matures on
            January 22, 2004. As of December 31, 2003,  2002 and 2001,  the fair
            value of the agreement was immaterial.

      14.   Concentration of Credit Risk

            Financial  instruments  that  subject  the  Company  to credit  risk
            primarily  consist of accounts  receivable  and costs and  estimated
            earnings  in excess of  billings  (see Note  "F").  Willey  Brothers
            customer base  primarily  consists of U.S.  financial  institutions.
            Management does not believe that  significant  credit risk exists in
            connection  with the Company's  concentration  of credit at December
            31, 2003.

      15.   Stock-Based Compensation

            The  Company  has  elected  to follow  Accounting  Principles  Board
            Opinion  No.  25 ("APB No.  25"),  "Accounting  for Stock  Issued to
            Employees,"  and  related  interpretations  in  accounting  for  its
            employee stock options. Under APB No. 25, when the exercise price of
            employee  stock  options  equals the market price of the  underlying
            stock on the date of grant no compensation expense is recorded.  The
            Company  discloses   information  relating  to  the  fair  value  of
            stock-based  compensation  awards in  accordance  with  Statement of
            Financial Accounting Standards No. 123 ("SFAS No. 123"), "Accounting
            for Stock-Based  Compensation."  The following table illustrates the
            effect on net loss and loss per share as if the  Company had applied
            the fair value  recognition  provision  of SFAS No.  123,  using the
            assumptions described in Note "K":

<TABLE>
<CAPTION>

                                                         Years ended December 31,
                                              ---------------------------------------------
                                                   2003            2002             2001
                                                   ----            ----             ----
             <S>                              <C>             <C>             <C>
             Net loss applicable to common
               stockholders
                 As reported                  $(10,964,062)   $(11,972,547)   $ (9,489,559)
                 Pro forma                     (13,327,750)    (12,769,250)     (9,704,336)

             Weighted-average shares
               outstanding
                 Basic and diluted              18,468,553      18,437,942      13,951,398

             Net loss per share
                 As reported                        $(0.59)         $(0.65)         $(0.68)
                 Pro forma                          $(0.72)         $(0.69)         $(0.70)
</TABLE>


                                      F-13
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE B (continued)

            Non-employee stock-based compensation arrangements are accounted for
            in  accordance  with the  provisions  of SFAS No.  123 and  Emerging
            Issues  Task  Force  ("EITF")  No.  96-18,  "Accounting  for  Equity
            Instruments  That Are Issued to Other Than  Employees for Acquiring,
            or in Conjunction  with Selling,  Goods or Services." Under EITF No.
            96-18,  as  amended  by  EITF  No.  00-23,  "Issues  Related  to the
            Accounting  for  Stock  Compensation"  under  APB  No.  25 and  FASB
            Interpretation No. 44, where the fair value of the equity instrument
            is  more  reliably  measurable  than  the  fair  value  of  services
            received,  such  services  will be valued based on the fair value of
            the equity instrument.

      16.   Use of Estimates

            In preparing  financial  statements  in conformity  with  accounting
            principles  generally  accepted  in the  United  States of  America,
            management  is required to make certain  estimates  and  assumptions
            that  affect the  reported  amounts of assets  and  liabilities  and
            disclosure of contingent  assets and  liabilities at the date of the
            financial  statements and revenues and expenses during the reporting
            period. Actual results could differ from those estimates.

            These   estimates   and   assumptions   relate   to   estimates   of
            collectibility  of  accounts  receivable  and  costs  in  excess  of
            billings, the realizability of goodwill and other intangible assets,
            costs to  complete  engagements,  accruals,  income  taxes and other
            factors.  Management  has used  reasonable  assumptions  in deriving
            these  estimates;  however,  actual  results could differ from these
            estimates.  Consequently,  an  adverse  change in  conditions  could
            affect the Company's estimate.

      17.   Long-Lived Assets

            In  2002,  the  Company  adopted  SFAS  144,   "Accounting  for  the
            Impairment  or  Disposal  of  Long-Lived  Assets",  which  addresses
            financial accounting and reporting for the impairment or disposal of
            long-lived   assets.   Although  SFAS  144   supersedes   SFAS  121,
            "Accounting  for the Impairment of Long-Lived  Assets to be Disposed
            Of", it retains many of the fundamental provisions of SFAS 121. SFAS
            144 also  supersedes the accounting and reporting  provisions of APB
            30,  "Reporting the Results of  Operations-Reporting  the Effects of
            Disposal of a Segment of a Business, and Extraordinary,  Unusual and
            Infrequently  Occurring Events and Transactions" for the disposal of
            a segment of a business.  However, it retains the requirement of ABP
            30 to report  separately  discontinued  operations  and extends that
            reporting to a component of an entity that either has been  disposed
            of, by sale,  abandonment,  or in a  distribution  to owners,  or is
            classified as held for sale. The adoption of SFAS 144 did not have a
            material effect on the Company's consolidated financial statements.

      18.   Recently Issued Accounting Standards

            In  December  2003,  the  Financial   Accounting  Standards  Board's
            ("FASB") issued SFAS No. 132 (revised 2003), "Employers' Disclosures
            about Pensions and Other Post  Retirement  Benefits"  ("SFAS 132R").
            SFAS 132R revises the  disclosures  for pension plans and other post
            retirement  benefit  plans.  The adoption of this statement does not
            impact the  Company's  historical or present  financial  statements.


                                      F-14
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE B (continued)

            In December  2003,  the  Securities  and Exchange  Commission  (SEC)
            issued Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition.
            SAB 104 revises or rescinds  portions of the  interpretive  guidance
            included  in  Topic  13 of  the  codification  of  staff  accounting
            bulletins  in order to make this  interpretive  guidance  consistent
            with current authoritative  accounting and auditing guidance and SEC
            rules  and  regulations.  The  adoption  of SAB 104  did not  have a
            material effect on the Company's  results of operations or financial
            position.

            In December 2003, the Financial  Accounting Standards Board ("FASB")
            issued a revised FASB Interpretation  ("FIN") No. 46,  Consolidation
            of Variable Interest Entities.  FIN No. 46R addresses  consolidation
            by  business   enterprises   of  variable   interest   entities  and
            significantly changes the consolidation application of consolidation
            policies  to  variable   interest   entities   and  thus,   improves
            comparability between enterprises engaged in similar activities when
            those activities are conducted through variable  interest  entities.
            The Company does not hold any variable interest entities.

            In May 2003,  the FASB  issued  Statement  of  Financial  Accounting
            Standards  ("SFAS")  No.  150,   Accounting  for  Certain  Financial
            Instruments  with  Characteristics  of both  Liabilities and Equity.
            SFAS No. 150 requires  that  certain  financial  instruments,  which
            under previous  guidance were  accounted for as equity,  must now be
            accounted for as  liabilities.  The financial  instruments  affected
            include mandatorily  redeemable stock, certain financial instruments
            that  require  or may  require  the  issuer  to buy back some of its
            shares in exchange for cash or other assets and certain  obligations
            that can be settled with shares of stock.  Subsequently,  FASB Staff
            Position 150-3  indefinitely  deferred  certain  classification  and
            measurement  requirements of SFAS No. 150. SFAS No. 150 is effective
            for all financial instruments entered into or modified after May 31,
            2003 and must be  applied  to  existing  instruments  for the  first
            interim period  beginning  after June 15, 2003. The adoption of SFAS
            No.150 had no effect on the Company's financial position, results of
            operations, or cash flows.

            In  December  2002,  the FASB issued  SFAS No. 148  "Accounting  for
            Stock-based  Compensation,  Transition and Disclosure".  SFAS No 148
            provides alternative methods of transition for a voluntary change to
            the fair value based method of accounting for  stock-based  employee
            compensation. SFAS No. 148 also requires that disclosures of the pro
            forma  effect  of using the fair  value  method  of  accounting  for
            stock-based employee  compensation be displayed more prominently and
            in a tabular format. Additionally,  SFAS No. 148 requires disclosure
            of the  pro  forma  effect  in  interim  financial  statements.  The
            adoption of the  provisions  of SFAS No. 148 did not have a material
            impact  on the  Company's  consolidated  financial  statements.  The
            Company modified its disclosures in its quarterly reports commencing
            with the quarter  ended March 31,  2003,  as provided for in the new
            standard.


                                      F-15
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001


NOTE B (continued)

            On July 30, 2002, the FASB issued Statement of Financial  Accounting
            Standard  No. 146,  "Accounting  for Costs  Associated  with Exit or
            Disposal  Activities".  The standard requires companies to recognize
            costs  associated  with exit or  disposal  activities  when they are
            incurred  rather  than  at the  date of a  commitment  to an exit or
            disposal  plan.  Examples of costs  covered by the standard  include
            lease  termination  costs and certain employee  severance costs that
            are associated with a restructuring,  discontinued operation,  plant
            closing,  or other exit or disposal activity.  SFAS No. 146 is to be
            applied prospectively to exit or disposal activities initiated after
            December 31, 2002. The Company will follow the  requirements  of the
            statement for any applicable  transactions  initiated after December
            31, 2002.

            In November 2002, FASB  Interpretation 45,  "Guarantor's  Accounting
            and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
            Guarantees of Indebtedness of Others," (FIN 45), was issued.  FIN 45
            requires a guarantor entity, at the inception of a guarantee covered
            by the  measurement  provisions of the  interpretation,  to record a
            liability for the fair value of the obligation undertaken in issuing
            the  guarantee.  The Company  previously  did not record a liability
            when  guaranteeing  obligations  unless it became  probable that the
            Company  would have to perform under the  guarantee.  FIN 45 applies
            prospectively   to  guarantees   the  Company   issues  or  modifies
            subsequent  to  December  31,  2002,  but  has  certain   disclosure
            requirements  effective for interim and annual  periods ending after
            December 15, 2002.  The Company does not anticipate FIN 45 will have
            a material effect on its financial statements.  Disclosures required
            by FIN 45,  if  any,  are  included  in the  accompanying  financial
            statements.

            In November  2002,  the EITF reached a consensus on EITF No.  02-16,
            "Accounting for Consideration Received from a Vendor by a Customer".
            EITF No. 02-16 provides  guidance as to how customers should account
            for cash  consideration  received  from a  vendor.  EITF  No.  02-16
            presumes that cash received from a vendor  represents a reduction of
            the prices of the  vendor's  products or  services,  unless the cash
            received represents a payment for assets or services provided to the
            vendor or a reimbursement  of costs incurred by the customer to sell
            the vendor's products. The provisions of EITF No. 02-16 apply to all
            agreements  entered  into  or  modified  after  December  31,  2002.
            Management  does not expect the provisions of EITF No. 02-16 to have
            a  material   impact  on  the   Company's   consolidated   financial
            statements.


            In November 2002, the Emerging Issues Task Force reached a consensus
            opinion  on  EITF  00-21,   "Revenue   Arrangements   with  Multiple
            Deliverables." The consensus provides that revenue arrangements with
            multiple  deliverables  should be  divided  into  separate  units of
            accounting if certain  criteria are met. The  consideration  for the
            arrangement  should be allocated to the separate units of accounting
            based on their relative fair values,  with  different  provisions if
            the fair  value  of all  deliverables  are not  known or if the fair
            value is  contingent on delivery of specified  items or  performance
            conditions.   Applicable  revenue  recognition  criteria  should  be
            considered  separately  for each separate unit of  accounting.  EITF
            00-21 is effective for revenue arrangements entered into in


                                      F-16
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE B (continued)

            fiscal periods beginning after June 15, 2003.  Entities may elect to
            report the change as a cumulative  effect  adjustment  in accordance
            with APB  Opinion 20,  "Accounting  Changes."  The Company  does not
            expect the provisions of EITF 00-21 to have a material impact on the
            Company's consolidated financial statements.

      19.   Accounts Receivable

            The  majority  of the  Company's  accounts  receivable  are due from
            companies in the  financial  services  industry.  Credit is extended
            based  on  evaluation  of  a  customer's  financial  condition  and,
            generally,  collateral is not required.  Accounts receivable are due
            within 30 days and are stated at amounts due from  customers  net of
            an allowance for doubtful accounts. Periodically the Company reviews
            accounts receivable to reassess its estimates of collectibility. The
            Company provides  valuation reserves for bad debts based on specific
            identification  of likely and  probable  losses.  In  addition,  the
            Company   provides   valuation   reserves  for   estimates  of  aged
            receivables that may be written off, based upon historical evidence.
            These valuation reserves are periodically  re-evaluated and adjusted
            as more information  about the ultimate  collectibility  of accounts
            receivable  becomes  available.  Circumstances  that could cause the
            Company's  valuation  reserves  to increase  include  changes in its
            clients'  liquidity and credit  quality,  other  factors  negatively
            impacting  clients'  ability to pay their  obligations  as they come
            due, and the quality of its collection  efforts.  The Company writes
            off accounts receivable when they become uncollectible, and payments
            subsequently  received  on  such  receivables  are  credited  to the
            allowance for doubtful accounts.  Interest income related to finance
            charges is  subsequently  recognized only to the extent that cash is
            received.

NOTE C - ADOPTION OF SFAS No. 142, "GOODWILL AND OTHER INTANGIBLE ASSETS"

      On July 20, 2001, the Financial Accounting Standards Board ("FASB") issued
      Statement of Financial  Accounting  Standards  ("SFAS") No. 141, "Business
      Combinations," and SFAS No. 142,  "Goodwill and Other Intangible  Assets."
      SFAS No. 141 is effective for all business  combinations  completed  after
      June 30, 2001.  SFAS No. 142 is effective for fiscal years beginning after
      December 15, 2001; however,  certain provisions of this Statement apply to
      goodwill and other intangible assets acquired between July 1, 2001 and the
      effective date of SFAS No. 142. Major  provisions of these  Statements and
      their effective dates for the Company are as follows:

            o     All business  combinations  initiated after June 30, 2001 must
                  use the purchase method of accounting. The pooling of interest
                  method of  accounting is  prohibited  except for  transactions
                  initiated before July 1, 2001;


                                      F-17
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE C (continued)

            o     Intangible  assets acquired in a business  combination must be
                  recorded   separately   from   goodwill  if  they  arise  from
                  contractual  or other legal rights or are  separable  from the
                  acquired entity and can be sold, transferred, licensed, rented
                  or  exchanged,  either  individually  or as part of a  related
                  contract, asset or liability;

            o     Goodwill,  as well as intangible assets with indefinite lives,
                  acquired after June 30, 2001, will not be amortized. Effective
                  January  1,  2002,  all  previously  recognized  goodwill  and
                  intangible  assets  with  indefinite  lives  will no longer be
                  subject to amortization;

            o     Effective January 1, 2002, goodwill and intangible assets with
                  indefinite  lives will be tested for  impairment  annually and
                  whenever there is an impairment indicator; and,

            o     All acquired  goodwill must be assigned to reporting units for
                  purposes  of  impairment  of  impairment  testing  and segment
                  reporting.

      On January 1, 2002,  the Company  adopted SFAS No. 142,  and  accordingly,
      stopped amortizing goodwill.  During the first quarter of 2002 the Company
      had an evaluation of its goodwill  performed,  under SFAS No. 142, with no
      resulting impairment indicated.

      Net loss and basic and diluted loss per share for the twelve  months ended
      December  31,  2003,  2002 and 2001 are set forth below as if goodwill and
      other intangible  assets had been accounted for in the same manner for all
      periods presented.  The adjustment of the previously reported net loss and
      loss per share represents the amortization of goodwill.


Reconciliation of net loss and loss per share

<TABLE>
<CAPTION>

                                                     Twelve Months Ended December 31,
                                              ---------------------------------------------
                                                   2003             2002           2001
                                                   ----             ----           ----
<S>                                           <C>             <C>             <C>
Net loss:
Reported loss from continuing operations      $(10,964,000)   $ (4,803,000)   $ (5,304,000)
Beneficial conversion on preferred stock              --              --        (2,475,000)
Add back goodwill amortization, net of tax            --              --         2,738,000
Reported loss from discounted operations              --        (7,170,000)     (1,711,000)
                                              ------------    ------------    ------------
Adjusted net loss applicable to common
  stockholders                                $(10,964,000)   $(11,973,000)   $ (6,752,000)
                                              ============    ============    ============
Loss per share - basic and diluted:

Reported loss from continuing operations      $      (0.59)   $      (0.26)   $      (0.38)
Beneficial conversion on preferred stock              --              --      $      (0.18)
Add back goodwill amortization, net of tax            --              --      $       0.20
Reported loss from discontinued operations            --      $      (0.39)   $      (0.12)
                                              ------------    ------------    ------------
Adjusted net loss per share applicable to
common stockholders                           $      (0.59)   $      (0.65)   $      (0.48)
                                              ============    ============    ============
Weighted average shares - basic and diluted     18,469,000      18,438,000      13,951,000
                                              ============    ============    ============
</TABLE>


                                      F-18
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE D - ACQUISITIONS

      Acquisitions are accounted for as purchases and, accordingly, are included
      in the  Company's  consolidated  results  of  operations  from the date of
      acquisition.  The purchase price is allocated  based on the estimated fair
      values  of  assets  acquired  and  liabilities  assumed.   Purchase  price
      allocations  are subject to  refinement  until all  pertinent  information
      regarding the acquisition is obtained.


      WILLEY BROTHERS, INC.

      On January 16, 2001, the Company acquired the stock of Willey Brothers for
      a  combination  of cash,  common  stock  of the  Company,  options  in the
      Company's   stock  and  notes  payable.   The  total  purchase  price  was
      $33,144,938. The acquisition was made with cash of $17,069,938,  1,512,500
      shares of common  stock of the  Company  valued at  $6,050,000  ($4.00 per
      share),  stock options issued with a fair market valuation of $525,000 and
      notes payable of $9,500,000.

      The  following  table  provides  an  analysis  of the  purchase  of Willey
      Brothers.  The excess of the purchase price over the book value of the net
      assets acquired has been allocated to goodwill, as follows:

         Total purchase cost                                     $33,144,938
         Fair value of net assets acquired                         6,134,704
                                                                 -----------
             Excess of cost over fair value of
                net assets acquired allocated to goodwill        $27,010,234
                                                                 ===========

      Accumulated  amortization  at December 31, 2001 was  $2,738,265  (see Note
      "C").

      The terms of the acquisition also provide for additional  consideration to
      be paid if the earnings of Willey Brothers exceed certain  targeted levels
      through  the  year  2005.  The  aggregate  maximum  amount  of  contingent
      consideration  is $1,200,000.  The additional  consideration is payable in
      cash at the end of each fiscal year  subject to Willey's  compliance  with
      certain  reporting  and  covenant  requirements.   The  amounts  paid  for
      contingent  consideration  will increase expense rather than goodwill,  in
      the years earned, since payments are automatically forfeited if employment
      of the former  shareholders  of Willey  Brothers  terminates.  The Company
      recorded a liability as of December 31, 2001 of $500,000.  A liability for
      2003 and 2002 has not been  recorded as the  requirements  of the earn-out
      were not met. A liability for the remaining  contingent  consideration has
      not been recorded as the outcome of the  contingency  is not  determinable
      beyond a reasonable  doubt.  Pursuant to an agreement  with the  Company's
      commercial lender,  and consented to by the former  shareholders of Willey
      Brothers,  no payments in respect of the earn-out can be made until all of
      the  obligations are repaid,  in full, to the commercial  lender (see Note
      "G").

     On January 20, 2004, the Company  entered into an agreement with the former
     shareholders  of Willey  Brothers  (The  "Agreement"),  whereby  if certain
     conditions  are met all accrued and unpaid  obligations  under the Earn-Out
     shall be forgiven and no further Earn-Out obligation shall accrue (see Note
     "U").


                                      F-19
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE D (continued)

      Unaudited pro forma operating results for twelve months ended December 31,
      2001,  for the  Company,  assuming  the  acquisition  of  Willey  Brothers
      occurred on January 1, 2001, are as follows:

                                                                  2001
                                                              -----------
        Revenues                                              $40,750,000
        Loss from continuing operations                         5,687,000
        Beneficial conversion on preferred stock
            (see Note L)                                        2,475,000
        Loss from discontinued operations                       1,711,000

        Basic and diluted loss per share:
            Continuing operations                                $(0.59)
            Discontinued operations                               (0.12)
                                                                  ------

                                                                 $(0.71)

      In 2001  goodwill was amortized on a  straight-line  basis over a ten-year
      period for Willey Brothers (see Note "B-6"). Beginning January 1, 2002 the
      Company  stopped  amortizing  goodwill in  conformance  with SFAS No. 142,
      "Goodwill and Other Intangible Assets" (see Note "C").


      ACQUSITION OF COMMONWEALTH ASSETS

      On September 10, 2001 the Company's subsidiary,  Willey Brothers, acquired
      certain  assets,  consisting  of computer  hardware and  software,  of the
      Strategic Market Intelligence  Division of the Commonwealth Group for cash
      of  $153,370  and stock of the Company  valued at $80,834.  The net assets
      acquired are being amortized on the straight-line  basis over a three-year
      period. The pro forma effect on operations is not material.

NOTE E - PROPERTY AND EQUIPMENT

      Property  and  equipment  and  related  accumulated  depreciation  are  as
      follows:

                                                          2003          2002
                                                      -----------    ----------
            Computer equipment and software           $ 1,741,649    $1,272,775
            Furniture, fixtures and other equipment       487,428       494,337
            Leasehold improvements                        414,132       405,256
            Construction in Progress                      222,128       325,423
                                                      -----------    ----------
                                                        2,865,337     2,497,791
            Less accumulated depreciation              (1,378,786)     (897,376)
                                                      -----------    ----------
                                                      $ 1,486,551    $1,600,415
                                                      ===========    ==========


                                      F-20
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE E (continued)

      Depreciation  expense was  $511,151,  $515,546  and $415,712 for the years
      ended December 31, 2003, 2002 and 2001, respectively.


NOTE F - COSTS AND BILLINGS ON UNCOMPLETED CONTRACTS

      The following is a summary of costs and estimated  earnings on uncompleted
      contracts in comparison to billings at December 31, 2003 and 2002:

                                                         2003           2002
                                                     -----------    -----------
      Branch planning, design and construction
        costs
          Costs and estimated earnings to date       $   790,904    $ 4,936,612
          Billings to date                              (372,542)      (112,659)
                                                     -----------    -----------
                                                         418,362      4,823,953
                                                     -----------    -----------
      Fixture and Point of Sale sales and
        installment Contracts
          Costs and estimated earnings to date         1,063,982      1,351,919
          Billings to date                            (5,960,693)    (1,003,700)
                                                     -----------    -----------
                                                      (4,896,711)       348,219
                                                     -----------    -----------
                                                     $(4,478,349)   $ 5,172,172
                                                     ===========    ===========

      The  accompanying   consolidated  balance  sheets  include  the  following
      captions at December 31:

                                                         2003          2002
                                                     -----------    -----------
      Costs and estimated earnings in
        excess of billings                           $ 1,854,886    $ 6,288,532
      Billings in excess of costs and
        estimated earnings                            (6,333,235)    (1,116,360)
                                                     -----------    -----------
                                                     $(4,478,349)   $ 5,172,172
                                                     ===========    ===========


                                      F-21
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE G - LOAN PAYABLE TO BANK AND REVOLVING CREDIT FACILITY

On January 11, 2001,  Willey  Brothers  entered into a credit  agreement  with a
commercial  lender,  consisting  of an $8  million  term  loan and a $6  million
revolving  credit  facility.  All borrowings are repayable with interest,  which
accrues,  at the borrower's  option, at the bank's base rate plus the applicable
margin or LIBOR  plus the  applicable  margin.  The  interest  rate in effect on
December 31, 2003 was 6.25% for the term loan and 6.25% for the revolving credit
facility.  As of December 31, 2003, the outstanding balances under the term loan
and the revolving credit facility were $541,045 and $3,666,441, respectively. As
amended on November 28, 2003 (the "Ninth Amendment"),  the facility was extended
to December 31, 2004. The Amendment  continues to require weekly  prepayments of
principal  on the term loan until  January 2, 2004,  at which time  repayment in
full of the balance of the term loan was made. In addition,  On January 2, 2004,
the $6,000,000  revolving  credit facility will be divided into a $4,000,000 New
Term Loan and a $2,000,000 Revolving Credit Facility,  with no limitations as to
availability,  and  eliminates the LIBOR option and provides for interest at the
banks  Base  Rate plus an  applicable  margin.  Commencing  March 1,  2004,  the
Amendment  mandates  monthly  prepayments of principal on the New Term Loan. The
Amendment  also allows the  repayment  of the Seller  Notes with cash infused as
equity (see Note "U").  The  facility  has also been  amended by  Amendment  and
Waiver  Agreements  dated May 21, 2001,  October 22, 2001 and March 29, 2002, by
Amendment  Agreements dated September 25, 2002,  December 20, 2002 and March 18,
2003 and by a letter  agreement  dated  February  12,  2003.  The March 18, 2003
Amendment  extended the expiration of the facility to August 22, 2003,  extended
the payment terms for the amendment fee and required additional  pre-payments of
principal.  The various amendment and waivers waived certain financial covenants
for the remainder of the term,  required the payment of amendment fees,  limited
the  availability  under the credit  facility  and  restricted  the  payments of
certain  other  obligations.  The  September  25, 2002  Amendment  increased the
availability  under the revolving credit facility and extended the payment terms
for the  amendment  fee.  The December 20, 2002  Amendment  permanently  applied
$4,000,000  of cash,  restricted  by the March 29,  2002  Amendment  and  Waiver
Agreement,  to the term loan and  extended the payment  terms for the  amendment
fee. The February 12, 2003 letter  agreement  re-extended  the payment terms for
the  amendment  fee.  Borrowings  under  the  credit  facility  are  secured  by
substantially  all of the assets of Willey  Brothers and a pledge by the Company
of its stock in Willey  Brothers.  The  facility is  guaranteed  by the Company.
Total amendment fees and expenses of  approximately  $857,000 have been expensed
in the year ended  December 31, 2002.  At December 31, 2003 and 2002 the Company
had a liability for such fees of $580,000.

      The  maturities  on the term loan  payable  at  December  31,  2003 are as
      follows:

           Year Ending December 31,
           ------------------------
                     2004                       $541,045
                                                ========


                                      F-22
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE H - NOTES AND INTEREST PAYABLE

      Notes and interest  payable  consist of the following at December 31, 2003
      and 2002:

                                                         2003           2002
                                                    -----------    -----------
            Notes payable (1) (2)                   $14,500,000    $14,500,000
            Discount on notes payable                  (232,360)      (299,704)
            Accrued interest payable                    464,680        246,951
            Less current maturities, net
              of discount                            (2,000,000)    (1,982,239)
                                                    -----------    -----------
                                                    $12,732,320    $12,465,008
                                                    ===========    ===========

      Notes  payable of  $14,500,000  consists of the  following  at December 31
      2003:

      (1) Two subordinated convertible promissory notes totaling $7,500,000, and
      two convertible  promissory notes,  totaling $2,000,000  (collectively the
      "Seller  Notes").  The $7.5 million  notes bear interest at LIBOR plus 150
      basis points and provide for  quarterly  interest  payments and  quarterly
      interest reset dates.  The notes are convertible  into common stock of the
      Company incrementally on the first four anniversaries of the issuance date
      at $4.00 per share at the option of the  Company or the  note-holder.  The
      principal  and any accrued  interest are due in one payment on October 11,
      2007.  The interest rate in effect for these notes as of December 31, 2003
      was  2.65%.  The $2.0  million  notes bear  interest  at 11% per annum and
      provide for quarterly  principal  payments.  The  remaining  principal and
      accrued  interest  were due in one payment on October 11, 2003.  The notes
      are  convertible  into common stock of the  Company,  at the option of the
      note-holder,  at $3.00 per share. The aggregate  beneficial  conversion of
      the $2.0  million  notes of  $666,667  has  been  accounted  for as a debt
      discount  and has been  recorded as interest  expense over the term of the
      notes.  Pursuant  to an  agreement  with the  note-holders,  all  payments
      required  to be made under each of the  Seller  Notes for the first  three
      quarters of 2001 were  deferred  until the end of the term,  the  maturity
      date on the $2.0  million  notes was  extended  to October  11,  2003 from
      January  11,  2003 and the  maturity  date on the $7.5  million  notes was
      extended  to October  11,  2007 from  January  11,  2007.  Pursuant  to an
      Amendment and Waiver  Agreement  dated March 29, 2002, with the commercial
      lender and consented to by the note-holders, no payments in respect of the
      Seller Notes can be made until all of the obligations are repaid, in full,
      to the  commercial  lender,  except as  permitted by the November 28, 2003
      Amendment (see Note "G").

      On January 20, 2004,  the Company  entered into a new  agreement  with the
      former  shareholders of Willey Brothers (the  "Agreement")  providing for,
      among other things,  the cancellation and forgiveness of certain debt upon
      the occurrence of certain events (see Note "U").


                                      F-23
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE H (Continued)

      Current maturities consist of the following at December 31, 2003 and 2002:

                                               2003           2002
                                            ----------    ----------
            Seller notes                    $2,000,000    $1,982,239
            Term loan (Note H)                 541,045     2,499,045
            Capital lease liability              1,539        86,799
                                            ----------    ----------
                                            $2,542,584    $4,568,083
                                            ==========    ==========

      (2) A subordinated  promissory note in the principal  amount of $5,000,000
      issued to a third  party.  The note bears  interest at 16% per annum,  12%
      payable  quarterly in cash and 4% added to the unpaid principal  quarterly
      (the "PIK  Amount").  The note matures on October 22, 2008,  at which time
      the  principal  and all PIK amounts are due.  Under the terms of the note,
      the  Company is  required to maintain  certain  financial  covenants.  The
      Company  has  received  a waiver  from such  certain  financial  covenants
      through  December  31,  2004.  On  January 7, 2004 the  Original  Note was
      amended by Amendment No. 1 to Note. The Amendment provides for a reduction
      of the interest rate,  commencing on January 1, 2004 through  December 31,
      2005,  to 10% per  annum,  of which 8% per annum  shall be paid in cash on
      each interest payment date and 2% added to the unpaid principal  quarterly
      (the "PIK Amount").  In exchange for the waiver and two year interest rate
      reduction the Company issued a common stock  purchase  warrant to purchase
      250,000  shares of common  stock of the  Company at $0.26 per share.  (See
      Note "U")

      Concurrently   and  in   connection   with  the   issuance  of  the  note,
      BrandPartners Group, Inc. issued a common stock purchase warrant (the "Put
      Warrant")  to purchase  405,000  shares of common  stock of the Company at
      $0.01 per share.  The Put Warrant  expires October 22, 2011 and can be put
      to  Willey  Brothers  after the  fifth  year,  or  earlier  under  certain
      conditions,  based on certain criteria set forth in the warrant agreement.
      The relative fair value of the Put Warrant  totaling  $338,000 on the date
      of the  transaction  has  been  treated  as a debt  discount  and is being
      amortized  to interest  expense  over the term of the note and a liability
      for the Put Warrant has been recorded. Changes to the future fair value of
      the Put Warrant are recorded in  accordance  with SFAS No. 133 and charged
      or  credited  to other gain or loss.  At  December  31,  2003 and 2001 the
      Company recorded put warrant losses of $164,000 and $102,000, respectively
      and  recorded a put warrant  gain of $384,000 at  December  31,  2002.  At
      December  31,  2003,  2002  and  2001  the  Company  had  a  liability  of
      approximately $220,000, $56,000 and $440,000, respectively, related to the
      Put Warrant. In consideration for the extension of an interest payment due
      date, on September 30, 2003,  the Company  issued a common stock  purchase
      warrant to purchase  10,000 shares of common stock of the Company at $0.24
      per share,  the closing price of the Company's common stock on the date of
      issue, on the same terms as the Put Warrant.


                                      F-24
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE H (continued)

      Pursuant  to  a  letter  agreement  dated  October  9,  2002  between  the
      note-holder  and Willey  Brothers,  the  note-holder  waived its rights to
      demand immediate  payment of the  subordinated  promissory note and to put
      the warrants to Willey  Brothers,  which rights had been  triggered by the
      change  in  control  resulting  from  the  death of the  Company's  former
      Chairman and Chief Executive Officer.

NOTE I - INCOME TAXES (BENEFIT)

      The (benefit)  provision for income taxes for the year ended  December 31,
      2002 and 2001 is as follows:

                                            2002             2001
                                       -----------       -----------
            Current
                Federal                $(1,208,420)      $      --
                State                       63,155           186,890
                                       -----------       -----------
                                        (1,145,265)          186,890
                                       -----------       -----------
            Deferred
                Federal                     80,600              --
                State                       78,400              --
                                       -----------       -----------
                                           159,000              --
                                       -----------       -----------
                                       $  (986,265)      $   186,890
                                       ===========       ===========

      The  following  table  presents the principal  reasons for the  difference
      between  the  effective  income  tax rate and the U.S.  federal  statutory
      income tax rates at December 31, 2003, 2002 and 2001.

                                                 2003        2002        2001
                                                 ----        ----        ----
      U.S. federal statutory rate               (34.0)%     (34.0)%     (34.0)%
      Permanent differences                        .3        23.1        15.3
      Change in valuation allowance              39.6         3.9        22.0
      State taxes, net of federal benefit        (5.9)       (1.5)       (1.3)
      Other                                        --          .9         1.0
                                                 ----        ----        ----
                                                  0.0%       (7.6)%       3.0%
                                                 ====        ====        ====

      The Company and its subsidiary generated losses for income tax purposes of
      approximately  $9,700,000  $4,800,000  and  $1,364,000 for the years ended
      December  31,  2003,  2002 and 2001,  respectively  and capital  losses of
      $487,000 for the year ended  December 31, 2001. The capital loss was fully
      utilized  in 2002.  For the year ending  December  31,  2002,  the Company
      carried back  approximately  $3.6 million of Willey Brothers taxable loss,
      receiving an income tax refund in 2003 of approximately $1.2 million.


                                      F-25
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE I (continued)

      Significant  components  of the  Company's  net  deferred  tax  assets  at
December 31, 2003 and 2002 are as follows:

                                                   2003              2002
                                               -----------       -----------
      Deferred tax assets-net:
          Net operating loss carryfowards      $ 6,838,000       $ 3,040,000

          Property and equipment                  (124,800)         (105,200)
           Warranty reserve                         28,600            18,800
           Stock options                           525,100           314,800
          Allowances for receivables                74,500            45,600
          Inventory allowance                      144,300            17,200
          Bonus accrual                             60,000               -0-
          Put warrant liability                     88,100            22,500
          Vacation reserve                          93,100            90,700
                                               -----------       -----------
          Deferred tax assets-net, before
            valuation allowance                  7,726,900         3,444,400

      Deferred tax liabilities:
          Valuation allowance                   (7,726,900)       (3,444,400)
                                               -----------       -----------
      Deferred income tax asset, net           $        -0-      $        -0-
                                               ===========       ===========

      At December 31, 2003, the Company has net operating loss  carryforwards of
      approximately  $17.1 million,  which expire at various dates through 2023,
      available to offset  future  taxable  income.  At December  31, 2003,  the
      Company had a deferred tax asset amounting to approximately  $7.7 million.
      The  deferred  tax  asset   consists   primarily  of  net  operating  loss
      carryforwards  and has been fully  offset by a valuation  allowance of the
      same amount. Certain provisions of the tax law may limit the net operating
      loss  carryforwards  available for use in any given year in the event of a
      significant change in ownership interest.  The balance of the deferred tax
      asset at December  31, 2003  represents  timing  differences  between book
      income and taxable  income.  Approximately  $834,000 of the  estimated net
      operating loss carryforwards available at December 31, 2003 will expire in
      2004.


                                      F-26
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001



NOTE J - CONCENTRATIONS

      Significant Customers

      For the twelve months ended  December 31, 2003 one customer  accounted for
      approximately 16% of the Company's  revenues.  For the twelve months ended
      December  31, 2002 one customer  accounted  for  approximately  14% of the
      Company's  revenues.  For the twelve months ended December 31, 2001, three
      customers  accounted for  approximately  15%, 11% and 10% of the Company's
      revenues.

      Concentration of Credit Risk

      The Company  maintains its cash and cash  equivalents with major financial
      institutions.  The balances at December 31, 2003 exceed federally  insured
      limits.  The Company performs periodic  evaluations of the relevant credit
      standings of these financial  institutions in order to limit the amount of
      credit exposure.

NOTE K - STOCKHOLDERS' EQUITY

      The Company is authorized to issue a maximum of 20,000,000  shares of $.01
      preferred stock.

      Class A Convertible Preferred Stock

      On August 1, 2001, the  shareholders  ratified the conversion of 1,650,000
      shares of Class A Convertible  Preferred  Stock of the Company into common
      stock.  Accordingly,  the shares were  converted  into  common  stock on a
      one-to-one  basis.  The  Company  recorded  a  beneficial   conversion  of
      $2,475,000,  in August 2001, for the difference between the carrying value
      of the preferred stock and the fair value of the shares of common stock at
      the time of issuance of the preferred stock.

      Private Placement of Equity

      During the  fourth  quarter  of 2001 and the first  quarter  of 2002,  the
      Company issued shares and warrants in a private  placement  offering.  The
      offering was completed on February 5, 2002. During the year ended December
      31,  2001,  the Company  received net  proceeds of  $2,976,250  and issued
      2,702,268  shares of common  stock and common stock  purchase  warrants to
      acquire an additional  4,728,959  shares of the Company's  common stock at
      various  prices  ranging from $1.056 to $3.00 per share.  During 2002, the
      Company received additional net proceeds from the offering of $311,800 and
      issued 285,258  shares of common stock and common stock purchase  warrants
      to acquire an additional  474,198 shares of the Company's  common stock at
      various  prices  ranging from $1.152 to $3.00 per share.  The warrants are
      exercisable  until  November 30, 2006.  The proceeds were used for working
      capital purposes. Also, see Note "U".


                                      F-27
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE K (continued)

      Stock Options

      During 2001, the shareholders  approved the Company's 2001 Incentive Stock
      Plan.  The  plan  provides  for  the  reservation  and  issuance  of up to
      5,000,000  shares of common stock,  subject to future stock splits,  stock
      dividends,  reorganizations  and similar  events.  The  exercise  price of
      incentive  stock options may not be less than the fair market value on the
      date of grant.  The plan  provides  for options to be granted to officers,
      directors,  and employees of the Company.  During the years ended December
      31, 2003, 2002 and 2001, the Company  granted  1,720,000,  2,017,815,  and
      50,000 stock options,  respectively,  to officers, directors and employees
      under the plan.

      The Company  has also  issued  stock  options to certain  individuals  and
      companies  under letter  agreements.  During the years ended  December 31,
      2003 and  December  31,  2001,  options to purchase  6,425,000  shares and
      567,045 shares,  respectively,  of the Company's  common stock were issued
      under such agreements.

      The  options  granted  have an  exercise  price at least equal to the fair
      value of the Company's stock,  (except for options issued to two directors
      and a  consultant  below  fair  value-see  Note "K") and expire at various
      times through 2010. The options granted vest  immediately,  after one year
      or over a two or five year period.

      A summary of the activity at December 31 is as follows:


                                                                Weighted-Average
                                             Warrants/Options    Exercise Price
                                             ----------------    --------------

      Outstanding at  January 1, 2001           6,383,500           $ 6.02
      Granted                                     617,045             2.14
      Exercised or Forfeited                     (150,000)           (1.00)
                                               ----------           ------
      Outstanding - December 31, 2001           6,850,545           $ 5.80
       Granted                                  2,333,228             1.06
       Exercised or Forfeited                    (317,913)           (1.09)
                                               ----------           ------
      Outstanding - December 31, 2002           8,865,860           $ 4.72
       Granted                                  8,145,000             0.25
       Exercised or Forfeited                    (176,897)           (2.06)
                                               ----------           ------
      Outstanding - December 31, 2003          16,833,963           $ 2.58
                                               ==========           ======

      Weighted-average  fair value of
        options and warrants  granted
        during the year:

                  December 31, 2001             $2.08
                                                =====
                  December 31, 2002             $0.92
                                                =====
                  December 31, 2003             $0.20
                                                =====


                                      F-28
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE K (continued)

      The fair  value of each  option  grant is  estimated  on the date of grant
      using  the   Black-Scholes   option-pricing   model  with  the   following
      assumptions  used for  grants in 2003,  2002 and 2001,  respectively:  (1)
      average expected volatility of 194.89%,  125.88% and 119.045%, (2) average
      risk-free interest rates of 3.04%, 4.69% and 3.77%, and (3) expected lives
      of five years for the years ended  December 31, 2003 and 2001 and five and
      eight years for year ended December 31, 2002.

      The following  table  summarizes  information  concerning  outstanding and
      exercisable  options  and  warrants  that were  granted at the fair market
      value on the date of grant (see Note "K"), at December 31, 2003.

<TABLE>
<CAPTION>

                                                Outstanding       Outstanding                           Exercisable
                              Outstanding        weighted-         weighted-          Exercisable        weighted-
                                 As of            average           Average              as of            average
           Range of          December 31,        remaining         Exercise          December 31,        exercise
       exercise price            2003          life (years)          price               2003              price
       --------------        ------------      ------------        ---------         ------------       ------------
       <S>                    <C>                   <C>            <C>                 <C>               <C>
       $0.43 - $  6.06        3,033,500             1.06           $  0.68             3,033,500         $  0.68
       $2.75 - $14.50         3,200,000             1.28             11.35             3,200,000           11.35
       $0.92 - $ 4.63           510,545             1.32              1.99               478,145            1.97
       $0.76 - $ 1.07         1,944,918             3.42              1.06             1,796,984            1.07
       $0.12 - $ 0.45         8,145,000             4.65              0.25             6,787,500            0.25
                             ----------             ----             -----            ----------           -----
                             16,833,963             3.12             $2.58            15,296,129           $2.81
                             ==========             ====             =====            ==========           =====
</TABLE>

      Common stock and options to purchase common stock, of the Company,  issued
      for services  during the years ended December 31, 2003,  2002 and 2001 are
      as follows:

      On January 19, 2004, the Company  entered into a Surrender  Agreement with
      its Landlord for certain  consideration  including  500,000  shares of the
      Company's common stock. The Company charged other expense $275,000,  which
      is included in long term  liabilities  at December 31,  2003.  In 2004 the
      shares were issued to the landlord.

      On  December  19, 2003 the  Company  issued an option to purchase  250,000
      shares of the Company's common stock to a consultant who provides services
      to the Company.  The option was valued at $185,000.  The  transaction  was
      accounted   for   by   charging    consulting    expense   and   crediting
      additional-paid-in-capital.


                                      F-29
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE K (continued)

      On October 15, 2003,  the Company  issued options to purchase an aggregate
      of 800,000  shares of the  Company's  common stock to two directors of the
      Company  below the market value of the company's  stock on that date.  The
      transaction  was  accounted  for by charging  directors  fees  $80,000 and
      crediting additional-paid-in-capital.

      On October 8,  2003,  the  Company  issued an option to  purchase  200,000
      shares of the  Company's  common stock to a law firm that  provides  legal
      services  to the  Company.  The option has a  Black-Scholes  valuation  of
      approximately $36,000. The transaction was accounted for by charging legal
      expense and crediting additional-paid-in-capital.

      On October 8, 2003, the Company issued options to purchase an aggregate of
      750,000  shares  of the  Company's  common  stock  to two  consultants  in
      consideration  for services  provided to the  Company.  The options have a
      Black-Scholes  valuation of  approximately  $135,000.  The transaction was
      accounted   for   by   charging    consulting    expense   and   crediting
      additional-paid-in-capital.

      On May 12, 2003, the Company  issued an option to purchase  300,000 shares
      of the  Company's  common stock to Rebot  Corporation  in  settlement of a
      lawsuit against the Company. The options have a Black-Scholes valuation of
      approximately $77,220. The transaction was accounted for by charging other
      expense and crediting additional-paid-in-capital.

      On January  30,  2003,  the Company  issued an option to purchase  125,000
      shares of the Company's common stock to a consultant in consideration  for
      services to be provided to the Company and its subsidiary during 2003. The
      options have a  Black-Scholes  valuation  of  approximately  $12,500.  The
      transaction was accounted for by charging consulting expense and crediting
      additional-paid-in-capital.

      On January 17, 2002 the Company issued 20,833 shares of common stock to an
      officer of the  Company  in  accordance  with the terms of his  employment
      agreement  with the  Company.  The  shares  were  valued at  $25,000.  The
      transaction  was accounted for by charging  officers  salary and crediting
      common stock and additional-paid-in-capital.

      On January 16, 2001, in connection  with the purchase of Willey  Brothers,
      the Company  issued an aggregate  of 50,000  shares of common stock to two
      Willey Brothers' employees. The shares were valued at $4.00 per share. The
      transaction  was  accounted for by charging  salary  expense and crediting
      common stock and additional-paid-in-capital.


                                      F-30
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE K (continued)

      On February 12, 2001,  the Company issued 43,000 shares of common stock to
      a consultant  who  provided  services in  connection  with the sale of the
      Company's Class A Convertible  Preferred  Stock. The shares were valued at
      $3.125  per  share.  Common  stock was  increased  and a net  decrease  to
      additional-paid-in-capital recorded.

      On April 6, 2001,  the Company  issued  25,000 shares of common stock to a
      consultant who provides services to the Company. The shares were valued at
      $2.50 per share. The transaction was accounted for by charging  consulting
      expense and crediting common stock and additional-paid-in-capital.

      On July 2, 2001,  the Company  issued  10,000  shares of common stock to a
      consultant who provides services to the Company. The shares were valued at
      $2.50 per share. The transaction was accounted for by charging  consulting
      expense and crediting common stock and additional-paid-in-capital.

      On July 3, 2001, the Company  issued an option to purchase  100,000 shares
      of the  Company's  common  stock  to a  consultant  in  connection  with a
      consulting  agreement  that expired  December 31, 2001. The options have a
      Black-Scholes  valuation of  approximately  $190,000.  The transaction was
      accounted   for   by   charging    consulting    expense   and   crediting
      additional-paid-in-capital.

      On July 3, 2001, the Company  issued an option to purchase  300,000 shares
      of the  Company's  common  stock  to a  consultant  in  connection  with a
      consulting  agreement  with  a  term  of  one  year.  The  options  have a
      Black-Scholes  valuation of  approximately  $570,000.  The transaction was
      accounted    for   by   charging    prepaid    expense    and    crediting
      additional-paid-in-capital.  The prepaid  expense was  amortized  over the
      term of the agreement.

      On September 26, 2001,  the Company  issued 112,500 shares of common stock
      to an  officer  of  the  Company  in  accordance  with  the  terms  of his
      employment agreement with the Company. The shares were valued at $0.97 per
      share.  The transaction was accounted for by charging  officers salary and
      crediting common stock and additional-paid-in capital.

      On October 22, 2001,  the Company  issued 55,556 shares of common stock to
      an officer of the Company in accordance  with the terms of his  employment
      agreement  with the  Company.  The shares  were  valued at $.90 per share.
      Salary expense, common stock and additional paid-in capital were increased
      for the transaction.

      On November 6, 2001,  the Company issued 5,264 shares of common stock to a
      law firm that  provides  legal  services to the  Company.  The shares were
      valued at $3.03 per share.  Legal  expense,  common  stock and  additional
      paid-in capital were increased for the transaction.


                                      F-31
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE L - EMPLOYEE BENEFIT PLANS

      The  Company  maintains  a 401(k)  profit-sharing  plan  for all  eligible
      employees.  Through a salary reduction  program,  the plan allows employee
      contributions  on  a  pretax  basis.   There  are  no  minimum   corporate
      contributions   required   under  the  plan.   The   Company  may  make  a
      discretionary matching contribution based on a percentage of participants'
      contributions.  The Company may also make a  discretionary  profit-sharing
      contribution  for the benefit of all eligible  employees.  Participants in
      the  plan  vest in  Company  contributions  on a  graduated  scale  over a
      five-year period. For the year ended December 31, 2003 the Company paid or
      accrued matching  contributions of  approximately  $73,000.  For the years
      ended  December  31,  2002  and  2001,  the  Company  did not  accrue  any
      discretionary matching or profit-sharing contributions.

NOTE M - COMMITMENTS AND CONTINGENCIES

      The Company  provides  accruals for all direct costs  associated  with the
      estimated  resolution of contingencies at the earliest date at which it is
      deemed  probable that a liability has been incurred and the amount of such
      liability can be reasonably estimated.

      Employment Agreements

      The Company has an employment  agreement with its chief executive officer,
      which expires on October 14, 2004.  The  agreement  provides for an annual
      salary of $300,000,  options to purchase 1,000,000 shares of the Company's
      common stock;  500,000 at $0.20 per share 500,000 at $0.30 per share,  and
      severance payments, as defined in the agreement.

      Leases

      The Company  has  entered  into  various  operating  leases for the use of
      office space and  equipment  expiring at various  dates  through  December
      2006. The rental leases include provisions  requiring the Company to pay a
      proportionate  share of  increases  in real  estate  taxes  and  operating
      expenses over base period amounts.

      Future minimum rental commitments under all  non-cancelable  leases are as
      follows:

                                                     Commitments
                                                     -----------
        Years ending December 31,
            2004                                      $282,000
            2005                                       244,000
            2006                                       172,000
                                                      --------
                                                      $698,000
                                                      ========

      Rent and equipment  leasing expense for the years ended December 31, 2003,
      2002 and 2001 was $1,227,090, $1,394,952 and $1,222,160, respectively.


                                      F-32
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE M (continued)

      On January 19, 2004 the Company  entered into an agreement (the "Surrender
      Agreement")  with its  landlord  for the  termination  of its lease at 777
      Third Avenue.  Under the terms of the Surrender Agreement the Company will
      pay to the landlord an aggregate of $800,000 and issue  500,000  shares of
      restricted  common  stock  of  the  Company,   with  cost  free  piggyback
      registration  rights,  in exchange for the  termination  of its lease (see
      Note  "U").  At  December  31,  2003 the  Company  recorded  a  charge  of
      $1,075,000  related to the termination of the lease.  The terminated lease
      expired 12/31/2009 with minimum lease rentals of approximately $647,000 in
      2004 and $671,000 annually thereafter, through 2009.

NOTE N - TRANSACTIONS WITH SIGNIFICANT STOCKHOLDERS

      For the year ended December 31, 2002 the Company  granted stock options to
      purchase  1,500,000  shares of the  Company's  common stock at an exercise
      price of $1.07 and  recorded  cash  compensation  of $369,000  paid to its
      deceased,  former, Chief Executive Officer. Of the options granted 500,000
      were  vested on the date of grant,  500,000  vested on January 1, 2003 and
      500,000  vest  January 1, 2004.  For the year ended  December 31, 2001 the
      Company recorded  compensation  expense and additional  paid-in capital of
      $150,000 for services contributed by such deceased, former Chief Executive
      Officer.

NOTE O - REDUCTION IN WORKFORCE

      During the twelve months ended  December 31, 2002,  the  Company's  Willey
      Brothers  subsidiary  recorded  a  charge,  primarily  for  severance  and
      termination benefits, of approximately $430,000 relating to a reduction in
      workforce  of 53  employees  which  was  the  result  of  aligning  Willey
      Brothers' workforce with market demands for its services and products. All
      of the affected  employees have been terminated and are no longer employed
      by Willey Brothers. The charge of $430,000 is included in selling, general
      and  administrative  expense at December 31,  2002.  There is no remaining
      liability at December 31, 2002.


                                      F-33
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

 NOTE P - DISCONTINUED OPERATIONS


      On October 31, 2002, the Company disposed of its majority  interest in its
      subsidiary,   iMapData.com,  Inc.,  for  $2,000,000,  through  a  sale  to
      iMapData's minority shareholders.

      A summary of operating  results for iMapData,  from the period  January 1,
      2002 through October 31, 2002 and for the year ended December 31, 2001, is
      as follows:

                                                         2002           2001
                                                     -----------    -----------
      Revenues                                       $ 2,091,000    $ 1,971,000
                                                     -----------    -----------
      Cost and expenses
           Cost of revenues                            1,467,000      1,558,000
           Selling, general and administrative
             expenses                                  1,336,000      2,525,000
                                                     -----------    -----------
                                                       2,803,000      4,083,000
                                                     -----------    -----------
      Operating loss                                    (712,000)    (2,112,000)

           Interest income                                 8,000         36,000
                                                     -----------    -----------
        Loss before change in accounting principle      (704,000)    (2,076,000)
          Change in accounting principle                 186,000           --
                                                     -----------    -----------
      Loss from operations before minority interest  $  (890,000)   $(2,076,000)
      Minority interest                                  323,000        365,000
                                                     -----------    -----------
      Loss from operations                              (567,000)    (1,711,000)
      Loss on disposal of discontinued operation      (6,603,000)          --
                                                     -----------    -----------
      Net loss from discontinued operations          $(7,170,000)   $(1,711,000)
                                                     ===========    ===========


                                      F-34
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE Q - SUPPLEMENTAL CASH FLOW INFORMATION

      The following non cash  financing  and investing  activities  are excluded
      from the Statement of Cash Flow for the year ended December 31, 2001:

      On January 16, 2001, the Company  issued an aggregate of 1,512,500  shares
      of common stock to the former  shareholders  of Willey  Brothers,  Inc. in
      partial  payment  for the  purchase  of Willey  Brothers.  The shares were
      valued at $4.00 per share.

      On September 26, 2001, the Company issued an aggregate of 83,334 shares of
      common stock in partial  consideration  for the purchase of various assets
      of the Commonwealth  Group by Willey  Brothers.  The shares were valued at
      $.97 per share.


NOTE R - FOURTH QUARTER ADJUSTMENT

      During the fourth quarter of 2001, the Company  recorded  post-acquisition
      adjustments,  relating  to  pre-acquisition  contingencies  and  accruals,
      applicable to its acquisition of Willey Brothers,  on January 16, 2001, of
      approximately  $948,000. All prior quarterly amounts have been restated in
      the Company's Reports on Form 10-QSB for 2002.

NOTE S - RELATED PARTY TRANSACTIONS

      On February 1, 2002, a subsidiary of the Company  advanced  $78,000 to two
      officers  of the  subsidiary.  The  original  terms of the note called for
      payment in two  installments  on September 30, 2002 and December 31, 2002.
      The  notes  bear  interest  at  the  rate  for  Federal   short-term  debt
      instruments.

      On April 3, 2002,  the note of one of the officers was repaid in full with
      interest.  The due date on the remaining note was extended to December 31,
      2003 and on that date the note was repaid in full with interest.

NOTE T - SHORT TERM DEBT

      On November 7, 2003, the Company  executed two promissory notes payable to
      third  parties  for the  aggregate  amount of  $350,000.  The  notes  bear
      interest at 5% per annum and are payable on demand.  The proceeds from the
      notes were used for working capital  purposes.  In 2004 the Company issued
      1,750,000 shares of the Company's common stock in settlement of the debt.


                                      F-35
<PAGE>

                   BrandPartners Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                        December 31, 2003, 2002 and 2001

NOTE U - SUBSEQUENT EVENTS

      A.) On January 20,  2004,  the Company  completed a private  placement  of
      equity.  The Company  received net proceeds from the private  placement of
      approximately  $2,900,000 and issued  12,400,001 shares of common stock of
      the Company.  The proceeds from the private  placement were used to reduce
      certain debt and  obligations as described  below and repay the balance of
      the term  loan.  The  balance  of the  proceeds  will be used for  working
      capital purposes.

      1.) On January 20, 2004, in conjunction  with the private  placement,  the
      Company  entered  into a new  agreement  with the former  shareholders  of
      Willey Brothers (the "Agreement")  providing for, among other things,  the
      cancellation  and  forgiveness  of  certain  debt.  Upon  payment  of $1.0
      million,  concurrent  with the signing of the Agreement,  two new 24-Month
      Notes were issued,  each in the amount of $500,000,  payable to the former
      shareholders  of Willey  Brothers,  and the $7.5 million Seller Notes were
      cancelled and forgiven along with all accrued unpaid interest on the notes
      of  approximately  $844,000.  The balance of the  24-Month  Notes is to be
      repaid in two equal  installments  of $500,000  each on April 15, 2004 and
      July 15, 2004. Upon payment in full of the 24-Month Notes the $2.0 million
      Seller  Notes  and  all  accrued,  unpaid  interest  on the  Seller  Notes
      (approximately  $755,000  at  December  31,  2003) will be  cancelled  and
      forgiven and the accrued unpaid  earn-out of $500,000 will be forgiven and
      no further Earn-Out will accrue.

      2.) On January 19, 2004, in conjunction  with the private  placement,  the
      Company  entered  into a Surrender  Agreement  with its  Landlord  for the
      termination  of its Lease at 777 Third Ave, New York City. In exchange for
      the termination of its rights and obligations  under the lease the Company
      agreed to pay to the  Landlord an  aggregate  of $800,000 and issue to the
      Landlord  500,000  shares of  restricted  common stock of the Company with
      cost free piggyback registration rights. $500,000 of the fee was paid upon
      signing the Agreement. The balance of the fee is to be paid in three equal
      installments  of  $100,000  each on March 1, 2004,  September  1, 2004 and
      March 1, 2005. The shares were valued at $0.55 per share.  The payment due
      on March 1, 2004 was made. The terminated  lease expires  12/31/2009  with
      minimum  lease  rentals of  approximately  $647,000  in 2004 and  $671,000
      annually  thereafter,  through  2009.  At December 31,  2003,  the Company
      recorded a charge of $1,075,000 related to the terminated lease.

      B.)  On  January  7,  2004,  the  Company  amended  and  restructured  its
      subordinated  note payable.  In exchange for a waiver of certain covenants
      through  December  31, 2004 and a reduction  in the  interest  rate on the
      note,  the  Company  issued to the  note-holder  a common  stock  purchase
      warrant to purchase  250,000 shares of the Company's common stock at $0.26
      per  share.  The  interest  rate  reduction  is for a period  of two years
      commencing  January 1, 2004 and  reduces  the  interest  rate from 16% per
      annum to 10% per annum,  8% payable in cash  quarterly and 2% added to the
      principal (the "PIK Amount").


                                      F-36