Unassociated Document


    ALLIANCE
      ADVISORS,
      LLC

    (An
      Affiliate of Hayden Communications, Inc.)

    


    INVESTOR
      RELATIONS CONSULTING AGREEMENT

    


    THIS
      CONSULTING AGREEMENT is made this 27th day of March 2006, by and between
      BRANDPARTNERS GROUP, INC. (OTC BB: BPTR), a Delaware Corporation (hereinafter
      referred to as the “Company” or “BPTR”), and Alliance Advisors, LLC (hereinafter
      referred to as the “Consultant” or “AA”), an affiliate of Hayden Communications,
      Inc. (“HC”).

     

    EXPLANATORY
      STATEMENT

     

    


    The
      Consultant has successfully demonstrated financial and public relations
      consulting expertise, and possesses valuable knowledge, and experience in the
      areas of business finance and corporate investor/public relations. The Company
      believes that the Consultant’s knowledge, expertise and experience would benefit
      the Company, and the Company desires to retain the Consultant to perform
      consulting services in the
      areas
      described above for
      the
      Company.

    


    NOW,
      THEREFORE, in consideration of their mutual agreements and covenants contained
      herein, and for other valuable consideration, the receipt and sufficiency of
      which is hereby acknowledged, and in further consideration of the affixation
      by
      the parties of their respective signatures and seals herein below, the parties
      agree as follows:

    


    I. CONSULTING
      SERVICES

    


    1.1 AA
      agrees
      that for a period of twelve (12) months commencing March 27, 2006, the
      Consultant will reasonably be available during regular business hours to advise,
      counsel and inform designated officers and employees of the Company about
      providing comprehensive marketing and environmental solutions to 1,600 mainly
      financial services companies at more than 28,000 retail locations throughout
      the
      United States. Additionally, AA shall provide advice to BPTR about the financial
      marketplace, competitors, business acquisitions and other aspects of or
      concerning the Company’s business about which AA has knowledge or
      expertise.
      

    


    1.2 AA
      shall
      render services to the Company as an independent contractor, and not as an
      employee. All services rendered by AA on behalf of the Company shall be
      performed to the best of AA’s ability in concert with the overall business plan
      of the Company and the goals and objectives of Corporate Management and the
      Board of Directors.

     

    
      II. SCOPE
        OF SERVICES/PROGRAMS/ACTIVITIES

      


      AA
        will
        develop, implement, and maintain an ongoing stock market support system for
        BPTR
        with the general objective of expanding awareness in BPTR among stockbrokers,
        analysts, micro-cap portfolio/fund managers, market makers, and the appropriate
        financial & trade publications.

      


    

    
      	
              105
                South Bedford Road 

            	
              Suite
                313 

            	Mount Kisco, NY 10549
	
              P
                (914) 244-0062 

            	 	F (914)
              244-4458


    

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    1. PROFESSIONAL
      INVESTMENT COMMUNITY AWARENESS 

    
      	 	
              A.

            	
              Introductions
                to professionals at select firms, with a focus on members of the
                Financial
                Community in various geographic regions, both in the United States,
                Canada
                and Europe. The targeted group of professionals, which would be drawn
                from
                our proprietary database of contacts will be a subset of the
                following:

            


    

    
      	 	
              1.

            	
              Over
                15,000 Equity Brokers

            


    

    
      	 	
              2.

            	
              Over
                800 Analysts (Buy and Sell Side - both generalists and industry
                specialists)

            


    

    
      	 	
              3.

            	
              Over
                6,500 Micro-Cap Portfolio/Hedge Fund
                Managers

            


    

    
      	 	
              4.

            	
              Over
                120 Market Makers (both retail and
                wholesale)

            


    

    
      	 	
              5.

            	
              Financial,
                Trade and Industry Publications

            


    

    
      	 	
              B.

            	
              Introductions
                to new fund managers and analysts (buy and sell side) through the
                utilization of both Big Dough and other on-line tools such as StreetWise,
                etc. 

            


    

    
      	 	
              C.

            	
              Introductions
                to High Net-Worth accredited investors who build positions in micro-cap
                companies and are familiar with other quality companies, which AA
                currently and previously
                represented.

            


    

    
      	 	
              D.

            	
              Broker
                conference calls/presentations arranged by AA in select cities (and
                at
                compatible times) with top management at BPTR. Cities we would schedule
                meetings include New York, Boston, Dallas, Denver, Ft. Lauderdale,
                Houston, Atlanta, Chicago, LA, Miami, Orange County, CA, San Diego,
                San
                Francisco, St. Louis, D.C., and other select
                cities.

            


    

    
      	 	
              E.

            	
              All
                interested parties will be continually updated of Client’s progress via
                phone conversations and through our fax/e-mail list for news releases.
                

            


    

    
      	 	
              F.

            	
              AA
                will screen all investment firms for upcoming financial conferences,
                which
                would be appropriate for BPTR. AA will work through the proper channels
                with the goal of receiving invitations for management to present
                at those
                conferences, which are relevant.

            


    

    


    2. SHAREHOLDER
      COMMUNICATIONS 

    
      	 	
              A.

            	
              Handle
                investor requests for timely information via the telephone and e-mail.
                AA
                will have a knowledgeable associate available during market hours
                to field
                and respond to all investor inquiries in a timely manner. This is
                a time
                intensive service that allows management to focus on executing its
                business plan.

            


    

    
      	 	
              B.

            	
              AA
                will provide same day fulfillment for all investor package
                requests.

            


    

    
      	 	
              C.

            	
              Quarterly
                Conference Calls to accompany the earnings release. AA will assist
                with
                scripting these calls and monitoring the continuity to ensure a smooth
                rollout for investors. Quarterly Interim-Reports including a “CEO Letter”
                are an additional option to communicate with shareholders on a consistent
                basis. 

            


    

    


    
      	
              3.

            	
              MEDIA
                RELATIONS   

            


    

    
      	 	
              A.

            	
              Our
                Media Department will develop a focus list of industry, trade and
                financial publications and contact appropriate editors, review and
                manage
                editorial calendars for relevant upcoming articles.
                

            


    

    
      	 	
              B.

            	
              Financial
                Newsletter campaign. AA will work with our many financial newsletter
                editors and
                publishers for a “Buy Recommendation” for BPTR. The newsletters we contact
                have a paid subscription base of investors who focus solely on micro
                cap
                stocks and do not solicit compensation for coverage. A “Buy
                Recommendation” can produce a great deal of new investor interest and
                lends third party support and opinion. AA has been able to achieve
“Buy
                Recommendations” for former and current clients in: The Kon-Lin letter,
                The Conservative Speculator, Dick Davis Digest, George Southerland’s
                Special Investment Situations, The Patient Inve$tor, and Equities
                Special
                Situations. Other publications we have worked with and will introduce
                BPTR
                  to include: The Red Chip Review, Investor’s Digest, The Quiet Investor,
                Acker Letter, High-Growth Newsletter, Bullish Investor, Low-Priced
                Stocks,
                and the Micro-Stock Digest. 

            


    

    
       

      
        	
                105
                  South Bedford Road 

              	
                Suite
                  313 

              	Mount Kisco, NY 10549
	
                P
                  (914) 244-0062 

              	 	F (914)
                244-4458


      

      
        
           

        

         

        
          
             

          

          
            2

            
              

            

          

          
             

          

        

      

    

    
      	
              4.

            	
              THE
                FINANCIAL PRESS

            


    

    
      	 	
              A.

            	
              AA
                will assist senior management to draft and complete press releases
                on all
                material events as deemed by the Company. Management and corporate
                counsel
                will approve all releases before they are sent to the
                wire.

            


    

    
      	 	
              B.

            	
              AA
                will disseminate news releases through a Broadcast Fax and/or electronic
                mail (e-

            


    

    mail)
      to
      our established database of financial professionals including: special situation
      

    analysts,
      brokers, fund managers, individual investors, money managers, and current
      or

    prospective
      individual shareholders who are already invested or have expressed an interest
      in BPTR.

    


    III. AGENDA
      (Initial 180 days)

    
      	 	
              A.

            	
              Establish
                a time line of expected corporate events.


            


    

    
      	 	
              B.

            	
              Generate
                a two-page Corporate
                Profile, which
                clearly articulates BPTR’s current business and financial position, as
                well as its strategy for future
                growth.

            


    

    
      	 	
              C.

            	
              Assist
                BPTR in updating its investor package and investor information via
                the
                company’s corporate Web site. Assist with Shareholders’ letter and
                quarterly update.

            


    

    
      	 	
              D.

            	
              Assist
                management in updating its PowerPoint presentation to utilize during
                corporate presentations. 

            


    

    
      	 	
              E.

            	
              Target
                select brokers and micro-cap fund managers, which follow growth companies
                that have a similar profile to BPTR.


            


    

    
      	 	
              F.

            	
              Expand
                the number of market makers, which utilize retail
                support.

            


    

    
      	 	
              G.

            	
              Plan
                in house broker meetings/conference calls in select cities. Follow
                up with
                phone calls to gauge management’s effectiveness in articulating the story.
                Give feedback and make appropriate changes to properly position the
                company and growth opportunity.

            


    

    
      	 	
              H.

            	
              Target
                newsletter editors and publishers for a “Buy Recommendation”. Focus on
                Trade, Financial and Industry Publications for appropriate stories
                on
                BPTR’s services, attributes and value proposition to the marketplace.
                

            


    

    
      	 	
              I.

            	
              Target
                “Buy” and “Sell” side analysts for a “Buy
                Recommendation”.

            


    

    
      	 	
              J.

            	
              Maintain
                and update the database to ensure that all press releases are faxed
                and/or
                

            


    

    e-mailed
      to all interested professionals.

    
      	 	
              K.

            	
              Manage
                all investor calls in a timely manner to facilitate the timely
                distribution of corporate information. Focus on educating professional
                shareholders, with the premise that an informed investor will become
                a
                longer-term investor. 

            


    

    
      	 	
              L.

            	
              Contact
                Brokerage Firms who hold conferences for the purpose of receiving
                an
                invitation for management to
                present.

            


    

    
      	 	
              M.

            	
              Provide
                progress reports to senior management when appropriate. Evaluate
                achievements after the first 180 days and develop a new
                agenda.

            


    

    


    Many
      of
      the above items will occur simultaneously. Certain items will have chronological
      priority over others, however for the most part agenda items will progress
      in
      unison throughout the initial 180-day period. As BPTR grows and evolves, we
      will
      recommend changes to the Agenda that compliment the growth. As the company
      continues to execute its strategic plan by signing new installation contracts
      and completing strategic acquisition, which will compliment its growth, we
      will
      target an expanded universe of brokers, analysts and portfolio/fund managers.
      At
      each stage of growth, the appropriate approach to the market will be
      incorporated into the agenda for optimal results. A new formal Agenda will
      be
      created after the 180-day period, or earlier if necessary.

    
       

      
        	
                105
                  South Bedford Road 

              	
                Suite
                  313 

              	Mount Kisco, NY 10549
	
                P
                  (914) 244-0062 

              	 	F (914)
                244-4458


      

      
        
           

        

         

        
          
             

          

          
            3

            
              

            

          

          
             

          

        

        


      

    

    Assuming
      that BPTR’s efforts are leading ultimately to success and greater profitability,
      the end results of this financial communication and awareness campaign should
      be:

    


    *
      An
      increase in the number of financial professionals (including brokers,
      institutions and analysts) and 

    Individual
      investors well educated and knowledgeable about BPTR: including senior
      management,

    the
      company’s services, as well as its current financial condition and growth
      opportunities.

    *
      An
      increase in the number of articles printed in both trade and financial
      publications.

    *
      An
      increase in the liquidity of the common stock.

    *
      An
      increase in BPTR’s market capitalization coupled with a broader, more diverse
      shareholder base.

    *
      Easier
      access to the capital markets, if additional capital is required.

    


    IV. TERM

    


    This
      agreement shall remain in effect for a period commencing on the signature date
      and terminating twelve months from signing date. At the six-month anniversary
      either party will have the option to terminate the agreement with 30 days’
notice. In the event that AA commits any material breach or violation of the
      provisions of this Agreement, then, the Client has the right to terminate this
      agreement any time during the contractual period and/or any extension periods
      after the initial contractual period. 

    


    V. COMPENSATION

    


    Regarding
      compensation, it is our intention to propose parameters that are mutually
      acceptable to both BPTR and AA in order to accomplish our collective mission.
      Based on a commitment of resources necessary to perform successfully on behalf
      of BPTR for a period of twelve (12) months, Alliance Advisors, LLC proposes
      the
      following compensation terms:

    


    Cash
      and Equity

    


    
      	 	
              A.

            	
              Monthly
                consulting and services fee of $8,400 payable upon execution of this
                Agreement and at the twentieth of each month during the term of this
                Agreement. 

            


    

    
      	 	
              B.

            	
              Common
                Stock: One Hundred Twenty Thousand (120,000) common shares shall
                be
                delivered during the first thirty days of this Agreement. In the
                event
                that AA does not complete the full one-year term of service, a pro-rata
                portion of Eighty Thousand (80,000) shares shall be returned to BPTR.
                AA
                acknowledges that the New Shares have not been and will not be registered
                under the federal Securities Act of 1933, as amended (the “Securities
                Act”), or the securities laws of any state of the United States or any
                other jurisdiction, and that the New Shares will constitute “restricted
                securities” as defined in Rule 144 under the Securities Act (which Rule
                144 permits sales after a 1-year restrictive term). The New Shares
                are for
                AA's own account for investment and not for the interest of any other
                person and, except for subsequent sales as permitted under Rule 144
                or
                other exceptions from registration; AA is not purchasing the New
                Shares
                for resale to others or with a view to or for sale in connection
                with any
                distribution thereof. AA is an “Accredited Investor” (as that term is
                defined in Rule 501 of Regulation D promulgated under the Securities
                Act).
                AA will not resell or otherwise dispose of the New Shares or any
                interest
                therein at any time unless (i) an exemption from registration is
                available
                and, if BPTR requests, BPTR receives an opinion of counsel reasonably
                satisfactory to it that such exemption is available, or (ii) such
                securities are subsequently registered under the Securities Act and
                appropriate state securities laws. The shares shall be entitled to
                piggyback registration rights.

            


    

    
       

      
        	
                105
                  South Bedford Road 

              	
                Suite
                  313 

              	Mount Kisco, NY 10549
	
                P
                  (914) 244-0062 

              	 	F (914)
                244-4458


      

      
        
           

          
            
               

            

            
              4

              
                

              

            

            
               

            

          

        

      

    

    Expenses:
      Only
      expenses that would ordinarily be incurred by the Client will be billed back
      on
      a monthly basis. Applicable reimbursements would include: postage for investor
      packages or research reports (if our office provides fulfillment), fees for
      news
      wire services (if our office disseminates news releases), and fees for
      fax-broadcasting news releases. The Client shall provide AA all investor and
      broker due-diligence packages. Any packages requiring additional
      photocopying/printing will be billed back to the Client at cost (with no
      mark-up). Any extraordinary items, such as broker lunch presentations, air
      travel, hotel, ground transportation or media campaigns, etc. shall be paid
      by
      the Client, only with Client authorization prior to incurring any expenses.
      Any
      expenses over $500 within a calendar month shall be subject to pre-approval
      by
      the Company.

    


    VI. Prior
      Restriction.
      AA
      represents and covenants to the Company that AA is not subject to, or bound
      by,
      any agreement which sets forth or contains a restrictive covenant, the existence
      or enforcement of which would in any way restrict or hinder AA from performing
      the services on behalf of the Company that AA is herein agreeing to
      perform.

    


    VII. Assignment.
      This
      Agreement is personal to AA and may not be assigned in any way by AA without
      the
      prior written consent of the Company. Subject to the foregoing, the rights
      and
      obligations under this Agreement shall inure to the benefit of, and shall be
      binding upon, the heirs, legatees, successors and permitted assigns of AA and
      upon the successors and assigns of the Company.

    


    VIII. Confidentiality.
      Except
      as
      required by law or court order, AA will keep confidential any trade secrets
      or
      confidential proprietary information of the Company which are now known to
      AA or
      which hereinafter may become known to AA and AA shall not at any time directly
      or indirectly disclose or permit to be disclosed any such information to any
      person, firm, or corporation or other entity, or use the same in any way other
      than in connection with the business of the Company. For purposes of this
      Agreement, “trade secrets or confidential proprietary information” means
      information unique to the Company, which has a business purpose and is not
      known
      or generally available to the public. 

    


    IX.
      Default.

    


    
      	9.1	
              Except
                for a claim or controversy arising under Section 6 of this Agreement,
                any
                claim or controversy arising under any of the provisions of this
                Agreement
                shall, at the election of either party hereto, be determined by
                arbitration in New York in accordance with the rules of the American
                Arbitration Association. The decision of the Arbitrator shall be
                binding
                and conclusive upon the parties. Each party shall pay its own costs
                and
                expenses in any such arbitration and the costs of filing for the
                arbitration, and the fees of the arbitrator shall be shared equally
                by the
                parties.

            


    

    


    
      	
              9.2

            	
              In
                the event the AA commits any material violation of the provisions
                of this
                Agreement, as determined by the Company in good faith, the Company
                may, by
                injunctive action, compel AA to comply with, or restrain AA from
                violating, such provision, and, in addition, and not in the alternative,
                the Company shall be entitled to declare AA in default hereunder
                and to
                terminate this Agreement and any further payments
                hereunder.

            


    

    
      	 	 


      	9.3	
              Since
                AA must at all times rely upon the accuracy and completeness of
                information supplied to it by the Company’s officers, directors, agents,
                and employees, the Company agrees to indemnify, hold harmless, and
                defend
                AA, its officers, agents, and employees at the Company’s expense, in any
                proceeding or suit which may arise out of and/or due to any inaccuracy
                or
                incompleteness of such material supplied by the Company to AA.
                

            


      	 	 


    

    
       

      
        	
                105
                  South Bedford Road 

              	
                Suite
                  313 

              	Mount Kisco, NY 10549
	
                P
                  (914) 244-0062 

              	 	F (914)
                244-4458


      

      
        
           

        

         

        
          
             

          

          
            5

            
              

            

          

          
             

          

        

      

    

    X.
      Severability
      and Reformation.
      If any
      provision of this Agreement is held to be illegal, invalid, or unenforceable
      under present or future law, such provision shall be fully severable, and this
      Agreement shall be construed and enforced as if such illegal, invalid or
      unenforceable provision were never a part hereof, and the remaining provisions
      shall remain in full force and shall not be affected by the illegal, invalid,
      or
      unenforceable provision, or by its severance.

    


    XI.
      Notices.
      Any
      notices required by this Agreement shall (i) be made in writing by hand
      delivery, by certified mail, return receipt requested, with adequate postage
      prepaid, or by overnight courier delivery service for the next day delivery
      (ii)
      be deemed given when so delivered, two days after mailing, or the day following
      delivery to the overnight courier delivery service, and (iii) in the case of
      the
      Company, be mailed to its principal office at 10 Main Street, Rochester, NH
      03839 or in the case of AA, be mailed to 105 South Bedford Road, Suite 313,
      Mount Kisco, NY 10549.

    


    XII.
      Miscellaneous.

    


    12.1
      This
      Agreement may not be amended, except by a written instrument signed and
      delivered by the parties hereto.

    


    12.2
      This
      Agreement constitutes the entire understanding between the parties hereto with
      respect to the subject matter hereof, and all other agreements relating to
      the
      subject matter hereof are hereby superseded.

    


    12.3
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York.

     

    IN
      WITNESS WHEREOF, the parties have executed, under seal this Consulting Agreement
      as of the day and year first above written.

    


    AGREED:     

    


    
      	 	 	 	 
	By:
              /s/ 	 	 	By:
              /s/ 
	
              
Alan
              Sheinwald, Principal	 	 	
              
James
              F. Brooks, CEO
	Alliance
              Advisors, LLC   	 	 	BRANDPARTNERS
              GROUP, INC.


    

     

    
      	 	 	 	 
	/s/ 	 	 	 
	
              
Matthew
              Hayden, Principal	 	 	
            
	Alliance
              Advisors, LLC 	 	 	 
	 	 	 	 
	 	 	 	 
	Date: _________________________ 	 	 	Date:
              __________________________________


    

     

    
       

      
        	
                105
                  South Bedford Road 

              	
                Suite
                  313 

              	Mount Kisco, NY 10549
	
                P
                  (914) 244-0062 

              	 	F (914)
                244-4458


      

      
        
           

          
            
               

            

              6