<PAGE>
                                                                   Exhibit 10.23

                      THIRD AMENDMENT AND WAIVER AGREEMENT

         THIS THIRD AMENDMENT AND WAIVER AGREEMENT ("Agreement") is dated as of
March 29, 2002 between Fleet Capital Corporation ("Lender") and Willey Brothers,
Inc. ("Borrower") and BrandPartners Group, Inc. ("Guarantor") (Borrower and
Guarantor are at times referred to herein as "Obligor").

                                    RECITALS

         WHEREAS, Borrower is engaged in the business of providing fixture
sales, creative services , branch planning and development to the financial
services industry, and related businesses;

         WHEREAS, Guarantor owns all or substantially all of the stock of
Borrower, and would directly benefit and gain from any accommodation made by
Lender to Borrower;

         WHEREAS, Lender has extended certain credit facilities to Borrower
including pursuant to that certain Loan and Security Agreement dated January 11,
2001 (the "Loan Agreement"), including as amended by that certain Amendment and
Waiver dated May 21, 2001 (the "First Amendment") and that certain Second
Amendment and Waiver Agreement dated October 22, 2001 (the "Second Amendment"),
and, as collateral security therefor, Borrower has granted to Lender liens on
and security interests in all or substantially all of its real and personal
property (collectively, the "Collateral");

         WHEREAS, Guarantor has unconditionally and fully guarantied the full
payment and performance of all of Borrower's obligations to Lender;

         WHEREAS, Borrower has requested that the Lender amend the Loan
Agreement in certain respects and waive certain provisions of the Loan Agreement
as specified herein, and Guarantor has joined in Borrower's request; and

         WHEREAS, Lender is willing to waive and amend certain provisions of the
Loan Agreement, but only on the terms and conditions set forth in this
Agreement;

         NOW, THEREFORE, based on these premises, and in consideration of the
mutual promises contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Borrower, Guarantor
and Lender hereby agree as follows:

     1.     ACCURACY OF RECITALS. Borrower and Guarantor acknowledge and agree
that the foregoing Recitals are true and accurate.

     2.     DEFINITIONS. Capitalized terms not otherwise defined herein shall be
as defined in the Loan Agreement.

     3.     ACKNOWLEDGMENT OF OBLIGATIONS.

            3.1.   BY BORROWER. Borrower hereby acknowledges that it is
unconditionally liable to Lender for the full payment of each of the obligations
set forth at Schedule A hereto and incorporated herein by reference, plus all
charges that may arise under the various documents executed or delivered by
Borrower evidencing or relating to such obligations including, without


                                      1
<PAGE>
limitation, the Loan Agreement, as amended by the First Amendment and the Second
Amendment (collectively, the "Financing Documents"), plus all attorneys' fees
and costs of collection incurred in connection with such obligations by Lender
(hereinafter all such obligations are referred to as the "Obligations"), and
that, as of the date hereof, Borrower has no defenses, counterclaims or set-offs
with respect to the full and immediate payment of any or all Obligations.

            3.2. BY GUARANTOR. Guarantor hereby acknowledges that it is
unconditionally liable to Lender for the full payment of all Obligations, and
that, as of the date hereof, Guarantor has no defenses, counterclaims or
set-offs with respect to full and immediate payment of any or all Obligations.

     4.     WAIVER. The Lender hereby waives compliance with the last sentence
of Section 3.2.1(a) of the Loan Agreement (re: repayment of an Overadvance)
prior (and only prior) to the date hereof. Borrower acknowledges and agrees that
such waiver is not prospective in nature and that compliance with the last
sentence of Section 3.2.1(a) of the Loan Agreement shall be required from and
after the date hereof.

     5.     AMENDMENT TO LOAN AGREEMENT. Section 4.1 of the Loan Agreement is
deleted in its entirety and replaced with the following:

            "TERM OF AGREEMENT. Subject to Lender's right to cease making
            Loans to Borrower upon or after the occurrence of any Default or
            Event of Default, this Agreement shall be in effect through and
            including March 31, 2003 (the "Original Term") or unless terminated
            as provided in Section 4.2 hereof (such final date being the
            "Termination Date")."

     6.     GROWTH CAPITAL ACCOUNT AND RESTRICTED PAYMENT ACCOUNT.
Notwithstanding anything to the contrary in the Financing Documents, Borrower
hereby acknowledges, agrees and consents to Lender's continued possession of any
and all proceeds of the Growth Capital Account and the Restricted Payment
Account. Borrower hereby further consents to the application of $300,000 (such
amount constituting the proceeds of the Restricted Payment Account) to the
reduction of the Revolving Credit Loans. The remaining proceeds of the Growth
Capital Account and the Restricted Payment Account, in the approximate amount of
$4,000,000 plus accrued residual interest thereon, shall be held by Lender for
its own account and may be applied to the Obligations immediately upon a Default
or an Event of Default. Prior to any such application, such funds shall accrue
interest (for the benefit of the Borrower) at the rate of one percent (1%) per
annum. Following full and indefeasible payment in cash of all Obligations
including, without limitation, Lender's fees and expenses, Lender shall return
the remaining balance (if any) of the proceeds from the Growth Capital Account
and Restricted Payment Account to the Borrower.

     7.  STATEMENTS OF CASH FLOW.

         7.1. CASH FLOW FORECASTS. Commencing April 15, 2002 and continuing on
each Monday thereafter, the Borrower shall provide the Lender with a thirteen
(13) week rolling cash flow analysis (without any adjustment to previously
<PAGE>
forecasted week(s)), in form and substance acceptable to the Lender in its sole
discretion and which shall include, without limitation, forecasted collections
of Accounts, forecasted sales (sales which can be reported as revenue on the
Borrower's financial statements in accordance with GAAP, "Sales") and forecasted
cash disbursements for each of the subsequent thirteen (13) weeks (the "Cash
Flow Forecast").

            7.2. ACTUAL CASH FLOW. Commencing April 22, 2002 and continuing on
each Monday thereafter, the Borrower shall provide the Lender with a weekly
actual cash flow analysis for the immediately preceding week, in form and
substance acceptable to Lender in its sole discretion and which shall include,
without limitation, the Borrower's collected Accounts, the actual Sales and
actual cash disbursements for the immediately preceding week (the "Actual Cash
Flow Analysis"). In addition to the foregoing, such Actual Cash Flow Analysis
shall include, without limitation, a reconciliation and explanation for any
variance between the Cash Flow Forecast and the Actual Cash Flow Analysis for
such weekly period.

     8.     RETENTION OF CONSULTANT. The Borrower shall continue to retain
Getzler & Company (the "Consultant") on terms acceptable to the Lender, in its
discretion. The Consultant shall, among other things, assist the Borrower in
preparing the weekly Cash Flow Forecast, the weekly Actual Cash Flow Analysis
and formulating a business plan addressing, among other things, issues
identified by the Lender in its sole discretion. The Borrower and the Consultant
shall fully cooperate with Lender's requests for information. In furtherance of
the preceding, Borrower shall direct the Consultant to respond directly to any
and all requests for information made by the Lender. Borrower acknowledges,
consents and agrees that the Lender may directly contact the Consultant for the
purpose of making any such requests for information or to discuss any and all
such information provided.

     9.     REVOLVING CREDIT LOANS. Lender agrees to continue to make Revolving
Credit Loans up to but not to exceed $6,000,000 subject to the terms and
conditions of the Loan Agreement, as amended. The definition of "Revolver
Availability" as set forth in Appendix A General Definitions of the Loan
Agreement, shall be deleted in its entirety and the following substituted
therefore: "Revolver Availability - an amount not to exceed $6,000,000."
Notwithstanding anything to the contrary contained in the Loan Agreement and/or
the Financing Documents, from and after the date hereof, the Borrower shall no
longer be required to deliver to the Lender a Borrowing Base Certificate.

     10.    Amendment Fee. In consideration of the Lender's agreements herein,
upon execution hereof, a fully earned amendment fee in the amount of $700,000
(the "Amendment Fee") shall be due from Borrower to Lender but shall be payable
by Borrower to Lender upon the earlier of (a) the Termination Date, or (b) in
installments as follows:

--------------------------------------------------------------------------------
             September 25, 2002                         $350,000
--------------------------------------------------------------------------------
             December 30, 2002                          $175,000
--------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
            March 28, 2003                                 $175,000
--------------------------------------------------------------------------------
Notwithstanding the foregoing, the Amendment Fee (or any remaining portion
thereof) shall only be payable in accordance with the forgoing installments to
the extent that on any such date any Obligations are outstanding, except that
after July 1, 2002, $175,000 shall be payable under all circumstances (i.e.,
notwithstanding payment of all other Obligations prior to September 25, 2002).

     11.    FINANCIAL COVENANT WAIVERS. Upon execution of this Agreement,
Lender waives Borrower's compliance with the following financial covenants in
the Financing Documents: Sections 8.3.1 (Maximum Total Debt to EBITDA), 8.3.2
(Minimum EBITDA), 8.3.3 (Minimum Net Worth), 8.3.4 (Minimum Fixed Charge Ratio)
and 8.3.5 (Minimum Fully Loaded Fixed Charge Coverage Ratio).

     12.    COVENANTS.  From and after the date hereof, Borrower covenants that:

            12.1. MINIMUM AVAILABILITY. Borrower, at all times, shall maintain
availability of not less than $450,000. "Availability" means $6,000,000 minus
(a) the amount of outstanding Revolving Credit Loans, and (b) Reserves (as
defined and determined pursuant to Section 1.1.1 of the Loan Agreement).

     13.    SUBORDINATED DEBT PAYMENTS. From and after the date hereof, the
Obligor agrees that effective as of the date of this Agreement and continuing
through and until all of the Obligations are repaid in full in cash (including,
without limitation, all Lender's fees and expenses), the Obligor shall not make
any payments of principal and/or interest on account of the Seller Notes, the
Earn-Out (as defined in the Purchase Documents), the Subordinated Notes and/or
Management Fees, except that, if no Default or Event of Default has occurred,
Borrower may pay, on account of the Subordinated Notes, $300,000 on September
30, 2002, and $150,000 on each of December 31, 2002 and March 31, 2003.

     14.    OVERADVANCES. From and after the date hereof, Borrower shall not
request and the Lender shall have no obligation to make any Overadvance and
Borrower shall not permit any Overadvance to be outstanding. Failure to comply
with the foregoing shall constitute an Event of Default under this Agreement and
the Financing Documents without any notice or grace whatsoever.

     15.    REVISED UCC ARTICLE 9 MATTERS. In addition to and without in any
way limiting or substituting for the Collateral granted by Borrower to Lender
pursuant to the Loan Agreement and/or Financing Documents and under the
amendments thereto, as security for the payment and performance of all
Obligations and any and all other obligations of every type of Borrower to
Lender, Borrower hereby grants to Lender a continuing Lien upon all of its
property and assets of every type whatsoever, now owned or hereafter acquired,
wherever located, including without limitation all of the following categories
of Property and interests in Property, as defined under the UCC presently in
effect in New Hampshire or as hereafter amended: goods (including inventory,
equipment and any accessions thereto), instruments (including promissory notes),
documents, accounts (including health-care insurance receivables), chattel paper

                                      4
<PAGE>
(whether tangible or electronic), deposit accounts, letters of credit (whether
or not the letter of credit is evidenced by a writing), banker's acceptances and
similar instruments and including all letter-of-credit rights, commercial tort
claims, securities and all other investment property, general intangibles
(including payment intangibles and software), supporting obligations and any and
all products and proceeds of any of the foregoing. For all purposes under the
Loan Agreement and/or Financing Documents, each of the foregoing categories of
Property shall be deemed to be included in the Collateral and the definition of
Collateral is hereby amended to include such categories. All Collateral shall
secure all Obligations. Borrower shall not change its state of incorporation
without obtaining Lender's prior written consent, such consent to be in Lender's
discretion. Borrower promptly shall notify Lender in writing upon such Borrower
acquiring any commercial tort claim(s). Borrower irrevocably and unconditionally
authorizes Lender (or its agent) to file at any time and from time to time such
financing statements with respect to the Collateral naming Lender or its
designee as the secured party and Borrower as debtor, and including any other
information with respect to the Borrower or otherwise required by part 5 of
Article 9 of the UCC, together with amendments and continuations with respect
thereto, which authorization shall apply to all financing statements naming
Lender or its designee as secured party and Borrower as debtor filed on, prior
to or after the date hereof. In no event shall Borrower file or permit or cause
to be filed any correction statement, amendment, or termination statement with
respect to any such financing statement. Borrower shall take or cause to be
taken all action required to cause the attachment, perfection and first priority
of, and the ability of Lender to enforce the Lender's Lien including, without
limitation, obtaining control agreements with respect to deposit accounts,
letter-of-credit rights, electronic chattel paper, instruments and investment
property. Upon full and indefeasible payment in cash of all Obligations
including, without limitation, Lender's fees and expenses, Lender shall file
termination statements with respect to its financing statements.

     16.    CONDITIONS PRECEDENT. Lender's obligation to enter into this
Agreement and perform its obligations hereunder is subject to the condition
precedent that the Lender shall have received the following documents and other
items, satisfactory to Lender, duly executed where appropriate by authorized
representatives of Borrower (notwithstanding the foregoing, Lender immediately
shall be entitled and shall continue to be entitled to any and all benefits of
this Agreement):

            (a)    this Agreement;

            (b)    evidence that the execution, delivery and
                   performance of this Agreement by Borrower has been duly
                   authorized by all necessary corporate action;

            (c)    delivery of the engagement letter by and among the
                   Borrower and Getzler & Company on terms and conditions
                   satisfactory to the Lender in its sole discretion;

            (d)    delivery of a landlord waiver and consent in a form
                   and substance satisfactory to Lender, in its sole and
                   absolute discretion, in connection with Borrower's leased
                   premises located at 85 Industrial Drive, Dover, NH 03820;

                                      5
<PAGE>
            (e)    delivery of a certificate of legal existence and
                   good standing issued by the State of Rhode Island; and

            (f)    all documentation deemed necessary and appropriate
                   by Lender, in its sole and absolute discretion, in
                   connection with the location and operation of all Borrower's
                   lockbox, collection and operating accounts including,
                   without limitation, the Loan Account, and the Dominion
                   Account.

     17.    CONDITIONS SUBSEQUENT. The effectiveness of this Agreement and
Lender's obligation to perform its obligations hereunder is subject to the
condition subsequent that the Lender shall receive the following documents and
items in a form and substance satisfactory to Lender in its sole discretion
(notwithstanding the foregoing, Lender immediately shall be entitled and shall
continue to be entitled to any and all benefits of this Agreement):

            (a)    on or before April 15, 2002, projections for the
                   calendar year 2002 on a month-to-month basis; and

            (b)    on or before April 15, 2002, pursuant to Section
                   6.1 hereof, Borrower's initial Cash Flow Forecast (the
                   "Initial Cash Flow Forecast"); and

            (c)    on or before April 15, 2002, consents to this
                   Agreement and the arrangements contemplated hereunder in a
                   form and substance reasonably acceptable to Lender with
                   respect to the Seller Notes, the Earn-Out, Subordinated
                   Notes and Management Fees.

Upon Borrower's failure to timely satisfy any of the conditions precedent or
conditions subsequent set forth in Sections 16 and 17 above, Lender, in its
sole discretion, may deem this Agreement void ab initio as to any and/or all of
Lender's agreements and/or obligations.

     18.    COVENANTS, REPRESENTATIONS AND WARRANTIES. Obligor hereby makes the
following covenants, representations and warranties:

            18.1.  AUTHORITY. Obligor is duly organized, validly existing, and
in good standing under the laws of the jurisdiction of its incorporation and in
each jurisdiction where Obligor is required to be qualified to do business.
Obligor is duly authorized to enter into, and perform its obligations under,
this Agreement and the agreements, instruments and documents contemplated
hereby. The execution, delivery and performance by Obligor of this Agreement
will not violate Obligor's charter or bylaws, any law or any provision of, nor
are there any grounds for acceleration under, any agreement, note, or
instrument which is binding upon Obligor.

            18.2.  NO MISREPRESENTATIONS. Without limiting any rights or
remedies Lender may have under law or in equity, Obligor agrees that all
statements and information provided by Obligor to Lender pursuant to, or in
connection with, this Agreement or the negotiations leading to this Agreement,
have been and are true, complete and correct in all material respects, and none
of the same contain any omissions of any fact or matter necessary to keep the
statements and information therein from being misleading.

                                      6
<PAGE>
            18.3.  INDEMNITY. Without limiting any rights or remedies Lender may
have under law or in equity, Obligor agrees to indemnify and hold Lender
harmless from and against any and all losses, debts, damages, liabilities,
claims, demands, actions, causes of action, lawsuits, penalties, judgments,
costs and expenses (including, without limitation, attorneys' fees of counsel of
Lender's choice), of every nature and description, which Lender may sustain or
incur, based upon, arising out of, or in any way relating to this Agreement
and/or any of the other Financing Documents.

     19.    RELEASE OF CLAIMS.
            -----------------

            19.1.  BY BORROWER. Borrower hereby releases, waives and forever
relinquishes all claims, demands, obligations, liabilities and causes of action
of whatever kind or nature, whether known or unknown, which it has, may have, or
might assert now or in the future against Lender and/or its participants,
officers, directors, employees, agents, attorneys, accountants, consultants,
successors and assigns, directly or indirectly, arising out of, based upon, or
in any manner connected with (i) any transaction, event, circumstance, action,
failure to act or occurrence of any sort or type, whether known or unknown,
prior to the execution of this Agreement with respect to the Obligations, the
Financing Documents and/or the administration thereof or the obligations created
thereby; (ii) any discussions, commitments, negotiations, conversations or
communications with respect to the refinancing, restructuring or collection of
any Obligations prior to the execution of this Agreement; or (iii) any thing or
matter related to any of the foregoing. The inclusion of this paragraph in this
Agreement, and the execution of this Agreement by Lender, does not constitute an
acknowledgment or admission by any Lender of liability for any matter, or a
precedent upon which liability may be asserted.

            19.2.  BY GUARANTOR. Guarantor hereby releases, waives and forever
relinquishes all claims, demands, obligations, liabilities and causes of action
of whatever kind or nature, whether known or unknown, which it has, may have, or
might assert now or in the future against Lender and/or its participants,
officers, directors, employees, agents, attorneys, accountants, consultants,
successors and assigns, directly or indirectly, arising out of, based upon, or
in any manner connected with (i) any transaction, event, circumstance, action,
failure to act or occurrence of any sort or type, whether known or unknown,
prior to the execution of this Agreement with respect to the Obligations, the
Financing Documents and/or the administration thereof or the obligations created
thereby; (ii) any discussions, commitments, negotiations, conversations or
communications with respect to the refinancing, restructuring or collection of
any Obligations prior to the execution of this Agreement; or (iii) any thing or
matter related to any of the foregoing. The inclusion of this paragraph in this
Agreement, and the execution of this Agreement by Lender, does not constitute an
acknowledgment or admission by any Lender of liability for any matter, or a
precedent upon which liability may be asserted.

     20.    GENERAL PROVISIONS.

            20.1.  INTEGRATION; AMENDMENT; WAIVERS. This Agreement and the
Financing Documents set forth in full all of the terms of the agreement between
the parties and are intended as the full, complete and exclusive contract
governing the relationship between the parties, superseding all other
discussions, promises, representations, warranties, agreements and the
understandings between

                                      7
<PAGE>
the parties with respect thereto. Borrower agrees that the failure of any
Obligor in the performance of any terms or conditions of this Agreement shall
constitute an Event of Default under the Financing Documents (with no notice or
grace whatsoever, notwithstanding anything to the contrary in the Financing
Documents). Obligor acknowledges and agrees that each and every Event of Default
shall be of equal weight and significance, and equally and fully shall allow
Lender to exercise its rights and remedies hereunder. Obligor acknowledges and
agrees that each such Event of Default has been a material inducement for Lender
to enter into this Agreement and that Lender would be irreparably harmed if
Lender, in any way, were unable to exercise its rights and remedies on the basis
that certain Events of Default (for example, Events of Default not relating to
payment) were of less weight or significance than certain other Events of
Default (for example, Events of Default relating to payment). No term of this
Agreement or the Financing Documents may be modified or amended, nor may any
rights thereunder be waived, except in a writing signed by the party against
whom enforcement of the modification, amendment or waiver is sought. Any waiver
of any condition in, or breach of, any of the foregoing in a particular instance
shall not operate as a waiver of other or subsequent conditions or breaches of
the same or a different kind. Lender's exercise or failure to exercise any
rights under any of the foregoing in a particular instance shall not operate as
a waiver of its right to exercise the same or different rights in subsequent
instances. Except as expressly provided to the contrary in this Agreement, or in
another written agreement, all the terms, conditions, and provisions of the
Financing Documents shall continue in full force and effect. If in this
Agreement's description of an agreement between the parties, rights and remedies
of Lender or obligations of Borrower are described which also exist under the
terms of the other Financing Documents, the fact that this Agreement may omit or
contain a briefer description of any rights, remedies and obligations shall not
be deemed to limit any of such rights, remedies and obligations contained in the
other Financing Documents. In the event that there shall be any inconsistency
between any provisions of this Agreement and a provision set forth in any other
Financing Document, the provision most favorable to Lender and the most
restrictive as to Obligor shall govern.

            20.2.  PAYMENT OF EXPENSES. Without limiting the terms of the
Financing Documents, Borrower shall pay all costs and expenses incurred by or
on behalf of Lender (including reasonable attorneys' fees and expenses) arising
under or in connection with this Agreement or the Financing Documents,
including without limitation, in connection with (i) the negotiation,
preparation, execution and delivery of this Agreement and the Financing
Documents, and any and all consents, waivers or other documents or instruments
relating thereto, (ii) the filing and recording of any Financing Documents and
any other documents or instruments or further assurances filed or recorded in
connection with any Loan Document, (iii) any other action required in the
course of administration hereof, including, but not limited to, all fees and
expenses arising out of any audits, appraisals, and inspections, and (iv) the
defense or enforcement of the Financing Documents, whether or not there is any
litigation between the parties. All costs and expenses shall be added to the
Obligations, as Lender shall determine, and shall earn interest at the highest
rate provided for under the Financing Documents.

            20.3.  NO THIRD PARTY BENEFICIARIES. This Agreement does not
create, and shall not be construed as creating, any rights enforceable by any
person not a party to this Agreement.


                                      8
<PAGE>
            20.4.  REFERENCE TO "OBLIGOR." All references to "Obligor" in this
Agreement shall mean each and all Obligors (whether Obligor is a natural person
or a legal entity, and regardless of the use of the word "it" or similar term
to refer to Obligor), except where the context otherwise requires. Each
promise, agreement, representation, warranty and covenant made by Obligor
herein is made and given by each Obligor, jointly and severally, and all rights
of Obligor hereunder are enjoyed with respect to each Obligor, except as
expressly set forth herein.

            20.5.  SEPARABILITY. If any provision of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal or unenforceable, the
remaining provisions of this Agreement shall nevertheless remain in full force
and effect.

            20.6.  COUNTERPARTS. This Agreement may be executed in any number of
counterparts, which together shall constitute one and the same agreement.

            20.7.  TIME OF ESSENCE. Time is of the essence in each of the
obligations of Obligor and with respect to all conditions to be satisfied by
Obligor.

            20.8.  STATUTE OF LIMITATIONS. Obligor waives the benefit of all
statute(s) of limitations in any action or proceeding based upon or arising out
of this Agreement or the other Financing Documents.

            20.9.  CONSTRUCTION; VOLUNTARY AGREEMENT; REPRESENTATION BY COUNSEL.
This Agreement has been prepared through the joint efforts of all the parties.
Neither its provisions nor any alleged ambiguity shall be interpreted or
resolved against any party on the ground that such party's counsel was the
draftsman of this Agreement. Each of the parties declares that such party has
carefully read this Agreement and the agreements, documents and instruments
being entered into in connection herewith and that such party knows the contents
thereof and sign the same freely and voluntarily. The parties hereto acknowledge
that they have been represented in negotiations for and preparation of this
Agreement and the agreements, documents and instrument being entered into in
connection herewith by legal counsel of their own choosing, and that each of
them has read the same and had their contents fully explained by such counsel
and is fully aware of their contents and legal effect.

            20.10. GOVERNING LAW; FORUM SELECTION. This Agreement has been
entered into and shall be governed by the laws of the State of New York. As a
material part of the consideration to the parties for entering into this
Agreement, each party (i) agrees that, at the option of Lender, all actions and
proceedings based upon, arising out of or relating in any way directly or
indirectly to, this Agreement, or the Financing Documents, shall be litigated
exclusively in the state courts of the State of New York or, at Lender's
option, the United States District Court for the Southern District of New York;
(ii) consents to the jurisdiction of any such courts and consent to the service
of process in any such action or proceeding (whether or not litigated in courts
located in the State of New York or the United States District Court for the
Southern District of New York) by personal delivery or any other method
permitted by law; and (iii) waives any and all rights to transfer or to change
the venue of any such action or proceeding to any court located outside the
courts of the State of New York or the United States District Court for the
Southern District of New York.


                                      9
<PAGE>
            20.11. FURTHER ASSURANCES. Borrower agrees to take all further
actions and execute all further documents as Lender may from time to time
reasonably request to carry out the transactions contemplated by this
Agreement.

            20.12. NOTICES. All notices, requests and demands to or upon the
respective parties hereto shall be given in accordance with the Financing
Documents.

            20.13. MUTUAL WAIVER OF RIGHT TO JURY TRIAL. LENDER AND OBLIGOR EACH
HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON,
ARISING OUT OF, OR IN ANY WAY RELATING TO: (I) THIS AGREEMENT, OR ANY OF THE
AGREEMENTS, INSTRUMENTS OR DOCUMENTS REFERRED TO HEREIN; OR (II) ANY OTHER
PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN OR AMONG THEM; OR (III) ANY
CONDUCT, ACTS OR OMISSIONS OF LENDER OR OBLIGOR OR ANY OF THEIR DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH
THEM; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      10
<PAGE>






FLEET CAPITAL CORPORATION                    WILLEY BROTHERS, INC.



By:/S/                                       By:/S/
   ---------------------------------           --------------------------------
Its:                                         Name:
    --------------------------------              -----------------------------



                                             BRANDPARTNERS GROUP, INC.



                                             By:/S/
                                                -------------------------------
                                             Name:
                                                  -----------------------------




<PAGE>


                                   SCHEDULE A

                            (Schedule of Obligations)

         As of March 25, 2002, the Obligations outstanding with respect to the
Loans were as follows:

------------------------------------- ----------------------------------
Loan                                  Principal Balance
------------------------------------- ----------------------------------
------------------------------------- ----------------------------------
A.   $6,000,000 Revolving Credit      $4,334,500.01
     Loan
------------------------------------- ----------------------------------
------------------------------------- ----------------------------------
B.   $8,000,000 Term Loan             $7,250,000.00
------------------------------------- ----------------------------------

         Plus, as to each Loan, any and all interest, expenses, fees, costs and
other charges accrued and accruing under the Financing Documents or this
Agreement.