Exhibit 10.2

                                    AGREEMENT

      This AGREEMENT (the  "Agreement") is made this 20th day of January,  2004,
by and among BRANDPARTNERS  GROUP, INC., a Delaware corporation with a principal
place of  business  at 60 East  42nd  Street,  Room  1241,  New  York,  New York
("BPTR"),  WILLEY BROTHERS,  INC., a New Hampshire  corporation with a principal
place of business at Rochester,  New Hampshire (the "Company");  JAMES M. WILLEY
of Rye,  New  Hampshire,  individually  and THOMAS P.  WILLEY of  Stratham,  New
Hampshire,  individually (collectively, the "Consultants," and individually or a
"Consultant");  and James M.  Willey as trustee of the JAMES M.  WILLEY  TRUST -
1995 and Thomas P. Willey as trustee of THE THOMAS P. WILLEY  REVOCABLE TRUST OF
1998 (collectively the "Holders" and individually a "Holder").

      WHEREAS, each of the Employees,  respectively, and the Company are parties
to an  Employment  Agreement  dated  January 11, 2001,  as amended  ("Employment
Agreements");

      WHEREAS,  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 Financial  Performance  Corporation n/k/a
BrandPartners  Group, Inc. entered into a certain Stock Purchase Agreement dated
January 11, 2001, as amended ("SPA");

      WHEREAS,  BPTR issued to each of the Holders a term note dated January 11,
2001,  as amended,  in the  original  principal  amount of Three  Million  Seven
Hundred Fifty Thousand Dollars ($3,750,000) pursuant to the SPA (individually, a
"Term Note" and collectively,  the "Term Notes" as more specifically  defined in
the SPA);

      WHEREAS,  BPTR issued to each of the Holders a term note dated January 11,
2001,  as amended,  in the  original  principal  amount of One  Million  Dollars
($1,000,000)   pursuant  to  the  SPA  (individually,   a  "24-Month  Note"  and
collectively the "24-Month Notes" as more specifically defined in the SPA);

      WHEREAS,  pursuant to, and in accordance with the terms and conditions of,
the SPA, BPTR has agreed to pay to each of the Holders certain Earn-Out (as that
term is defined in the SPA) obligations;

      WHEREAS, the Company and each of the Consultants entered into an agreement
dated  May 15,  2003  superceding  each of the  Employment  Agreements  in their
entirety ("Settlement Agreement");

      WHEREAS, the Company and each of the Consultants subsequently entered into
a first  amendment  to the  Settlement  Agreement  dated June 16,  2003  ("First
Amendment"),  a second  Settlement  Agreement dated  September 30,  2003("Second
Amendment")  with the  Second  Amendment  providing  for an  option  for a third
extension  of the  Settlement  Agreement  which  was  invoked  by  BPTR  ("Third
Amendment") (collectively the "Amendments");

      WHEREAS,  the Third Amendment has expired and BPTR and each of the Holders
desire  to  enter  into  a new  agreement  to  settle  all  claims  against  and
outstanding  obligations  owed to each of the Consultants  and/or the Holders by
BPTR pursuant to the SPA on the terms and conditions set forth herein; and

      WHEREAS, BPTR, the Company and each of the Holders and Consultants wish to
settle all their respective claims against each other.

      NOW,  THEREFORE,  in  consideration of the mutual promises set forth
      herein, and for other good and valuable  consideration,  the receipt
      and sufficiency of which is hereby  acknowledged,  the parties agree
      as follows:

<PAGE>

1. Settlement Consideration.

      Upon the full and final payment of two million dollars  ($2,000,000)  (the
"Note Payments") (one million dollars  ($1,000,000) of the Note Payments payable
to each  of the  Holders),  in cash or  other  immediately  available  funds  in
installments  as set forth below,  the settlement of certain  obligations as set
forth in Section 7 below shall be effective.  The Note Payments shall be made in
the ordinary  course of business from funds received by BPTR by way of an equity
infusion in BPTR or other funds  available  for such  purpose.  It is  expressly
understood  that the  Company and BPTR by way of their  ninth  amendment  to the
credit  facility  with Fleet  Capital  Corporation  ("Fleet")  have obtained the
consent of Fleet to permit the Company and BPTR to satisfy the promissory  notes
from funds received by way of equity infusions.  The Note Payments shall be made
by BPTR as follows: (i) separate payments of $500,000 each in favor of The James
M.  Willey  Trust-1995  and  The  Thomas  P.  Willey  Revocable  Trust  of  1998
contemporaneous  with the execution of the Agreement;  (ii) separate payments of
$250,000  each in favor of The  James M.  Willey  Trust-1995  and The  Thomas P.
Willey  Revocable  Trust of 1998 on or before April 15, 2004,  subject to a five
day grace  period,  time being of the essence;  and (iii)  separate  payments of
$250,000  each in favor of The  James M.  Willey  Trust-1995  and The  Thomas P.
Willey Revocable Trust of 1998 on or before July 15, 2004, subject to a five day
grace period, time being of the essence. Upon full and final payment of the Note
Payments,  in cash or  other  immediately  available  funds,  the  escrow  agent
("Escrow  Agent") under that certain Escrow  Agreement  among BPTR, the Company,
the Holders and the Escrow  Agent,  dated as of even date  herewith (the "Escrow
Agreement"),  shall release the releases to the appropriate parties as described
in Section 8 below.  In the event that the Note  Payments are not made when due,
subject to the applicable grace period, the Escrow Agent shall mark the releases
"cancelled" and promptly,  and in any event not later than two (2) business days
following such payment due date, return the releases to the appropriate  parties
and shall return the 24-Month  Notes to the  respective  Holders  (each of which
notes  shall  remain in full force and effect with any Note  Payments  that have
been made as of the date of such  default  to be deemed to have been  applied to
accrued and unpaid  interest  prorata and then to  principal  on each of the new
subordinated promissory notes evidencing Note Payment obligations). In the event
that the Note Payments are made in full,  the 24-Month Notes shall be discharged
and any and all Earn-Out obligations under the SPA shall be cancelled,  forgiven
and satisfied in full.

2. Termination of Employment.

      2.1 Contemporaneously with the execution of this Agreement, all Employment
Agreements  previously  entered into by and between the Company and/or BPTR with
Consultants  are  terminated  with  all  obligations  satisfied  and no  further
obligations on the part of either party except as expressly provided for in this
Agreement.

3. Consulting.

      3.1 From  commencement  of this Agreement and continuing  until January 1,
2005 unless earlier terminated as provided in Section 3.4 below (the "Consulting
Term"),  at the request and direction of the Company's Chief  Executive  Officer
and/or Chief Operating Officer, and subject to each Consultant's  schedule,  the
Consultants  shall  provide  consulting  services  to the Company in the area of
national and regional account sales. Work is to be performed at such location as
the Company may  reasonably  designate.  The Company  shall  provide  reasonable
notice of  assignments  which  shall in any  event  not be less than two  week's
notice.

      3.2 During the Consulting  Term, the Company agrees to pay each Consultant
the rate of $1,000.00 per day, or any portion thereof,  for services rendered in
his  capacity  as a  consultant  for  the  Company,  including  travel  time  in
connection  with providing such services.  Consulting  fees shall be paid within
fifteen (15) days of presentation of an invoice from the Consultant.


                                       2
<PAGE>

      3.3 During the  Consulting  Term,  the Company  agrees to  reimburse  each
Consultant the cost of reasonable  expenses  incurred in the  performance of his
consulting  services upon presentation of expense statements or vouchers or such
other  supporting  information  as the  Company  may  reasonably  require of the
Consultant.

      3.4 Either party may terminate the consulting  engagement upon ninety (90)
days  written  notice  to the  other  parties.  In  the  event  that  one of the
Consultants  terminates his rights and  obligations  pursuant to this Section 3,
then the rights and obligations of the non-terminating Consultant shall continue
unaffected by such termination.

4. Health Benefits.

      4.1 The Company shall continue  during the Consulting Term to provide each
of the  Consultants  and their  respective  spouses  with  comprehensive  health
benefits.  Upon  termination of the Consulting Term for any reason,  the Company
shall continue to provide to each Consultant and his spouse comprehensive health
benefits at the same coverage level as provided to the respective  Consultant as
of December  31,  2003,  until such time as such  Consultant  or his spouse,  as
appropriate,  becomes  eligible  for Medicare  coverage  (the  "Post-Term  Heath
Benefits").

5. Restrictions.

      5.1 Confidentiality.  Each Consultant  acknowledges that, in the course of
his  engagement  as a  consultant,  he has had and will  have  access to and has
become and will become aware of and informed of confidential  and/or proprietary
information  that  is  a  competitive   asset  of  the  Company,   its  parents,
subsidiaries  and  affiliates,   including,  without  limitation  the  terms  of
agreements  or  arrangements  between the Company and third  parties,  marketing
strategies,  marketing  methods,  development  ideas and  strategies,  personnel
training  and  development  programs,  financial  results,  strategic  plans and
demographic   analyses,   trade  secrets,   business  plans,   product  designs,
statistical  data, and any non-public  information  concerning the Company,  its
employees,  suppliers, or customers (collectively,  "Confidential Information").
The Consultant will keep all Confidential Information in strict confidence while
employed or engaged as a consultant by the Company and  thereafter  and will not
directly or indirectly make known, divulge,  reveal,  furnish, make available or
use any  Confidential  Information  (except  in good  faith in the course of his
regular  authorized  duties on behalf of the  Company and for the benefit of the
Company). The Consultant's obligations of confidentiality hereunder will survive
the  termination  of this  Agreement,  until and  unless  any such  Confidential
Information becomes, through no fault of the Consultant,  generally known to the
public or the Consultant is required by law to make disclosure (after giving the
Company notice and an opportunity to contest such requirement). The Consultant's
obligations  under this Section 5.1 are in addition to, and not in limitation or
preemption of, all other obligations of confidentiality which the Consultant may
have to the Company under general legal and/or equitable principles.

      5.2 Non-Solicitation.  During the Consulting Term and ending two (2) years
after the expiration or termination of the Consulting Term, the Consultant shall
not,  without the prior written consent of the Company,  directly or indirectly,
(i) solicit or encourage  any employee of the Company to leave the employ of the
Company,  (ii) hire any employee  who has left the employ of the Company  within
one (1) year of the termination of such employee's  employment with the Company,
or (iii)  solicit or induce any customer,  client or account of the Company,  or
encourage  any customer,  client,  account,  supplier or other party  conducting
business with the Company to change or alter the conduct of such business in any
manner which adversely effects the Company or its business or operations.

      5.3  Non-Compete.  During the Consulting  Term and for a period ending two
(2) years after expiration or termination of the Consulting Term, the Consultant
agrees  that he will not,  in any manner,  be engaged  directly  or  indirectly,
within the United States of America,  its  territories  and  possessions (or for
such  lesser  period  of time or for such  lesser  geographical  areas as may be
determined  by a court of law


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<PAGE>

or equity to be a reasonable  limitation on such  competitive  activities) as an
employee,  partner,  officer,  director,   representative,   consultant,  agent,
stockholder,  member or otherwise,  in  competition  with the business which the
Company or any of its affiliates or subsidiaries are conducting, or are planning
to conduct, at the time of the expiration or termination of the Consulting Term;
provided,  however, nothing shall prohibit the Consultant from owning up to 4.9%
of the outstanding securities of any such company, the capital stock of which is
publicly traded.

      5.4 Non-disparagement. During the Consulting Term and thereafter, (i) each
Consultant  agrees  not to take any action or make any  statement  the effect of
which would be,  directly or indirectly,  to impair the goodwill of the Company,
or any of its parents, subsidiaries or affiliates, or the business reputation or
good name of the Company, or any of its parents,  subsidiaries or affiliates, or
to make  any  other  statement  which  would  be  otherwise  detrimental  to the
interests of the Company, or any of its parents, subsidiaries or affiliates, and
(ii) the Company, together with its parents, subsidiaries and affiliates, agrees
not to take any  action or make any  statement  the  effect  of which  would be,
directly  or  indirectly,  to impair the  goodwill  of the  Consultants,  or the
business  reputation  or good  name of the  Consultants,  or to make  any  other
statement  which  would  be  otherwise  detrimental  to  the  interests  of  the
Consultants.

      5.5  Injunctive  Relief.  Since the  Company and the  Consultants  will be
irreparably  damaged if the  provisions  of this Section 4 are not  specifically
enforced,  such  parties  shall  be  entitled  to an  injunction  or  any  other
appropriate decree of specific performance (without the necessity of posting any
bond or other  security in connection  therewith)  restraining  any violation or
nonfulfillment  of the covenants  under this Section 5 by the other  party(ies).
Such  remedies  shall not be  exclusive  and shall be in  addition  to any other
remedy,  at law or in  equity,  which  the  parties  may have for any  breach or
threatened breach of this Section 5 by the other party(ies).

6. Acknowledgment of Outstanding Balances and Exchange.

      6.1 The parties hereto hereby  acknowledge  that the following  accurately
reflects the principal  balance of the designated  obligations  (reflecting  the
aggregate owed to the Consultants and/or the Holders) as of the date hereof, and
that all  payments in respect of such  obligations  required or  permitted to be
made as of such date have been made:

            Term Notes (aggregate)
            $7,500,000

            24-Month Notes (aggregate)
            $2,000,000

            Earn-Out (aggregate)
            $500,000

            The parties  hereto  further  agree that the Term Notes as reflected
above  will be (i)  amended,  effective  January  11,  2001,  to reflect a fixed
interest rate of five and three quarters percent (5.75%), the minimum applicable
federal  rate as of such date,  and (ii)  exchanged,  cancelled  and forgiven in
consideration of and concurrently with the execution of this Agreement, issuance
of  Subordinated  Promissory  Notes  for  $1,000,000  each  ($2,000,000  in  the
aggregate)  by BPTR in favor of  Holders  (in the  form and  substance  attached
hereto as Exhibit  B),  and  payment of the first  installment  pursuant  to the
Subordinated  Promissory Notes in the amount of $500,000 each ($1,000,000 in the
aggregate).

7. Settlement of Certain Obligations.

      7.1 Upon the full and final  payment of all Note  Payments  as outlined in
Section 1, the outstanding  Earn-Out  obligations  shall be deemed to have never
been created.


                                       4
<PAGE>

      7.2 Upon the full and final  payment of all Note  Payments  as outlined in
Section 1, except as expressly set forth herein, all of the parties'  respective
rights,  restrictions and obligations under the SPA shall be deemed  terminated.
Notwithstanding the foregoing,  the rights of the Consultants and/or the Holders
pursuant to Section 5.3 of the SPA shall  survive the  execution and delivery of
this Agreement, the closing of the transactions  contemplated by this Agreement,
and the full and final payment of the Note Payments.

      7.3 Upon the full and final  payment of all Note  Payments  as outlined in
Section 1, the 24-Month  Notes shall be cancelled and  forgiven,  and the Escrow
Agent shall release the 24-Month Notes to BPTR.

8. Release.

      8.1 Upon the completion of all Note Payments as outlined in Section 1, the
parties'  respective general releases,  in form and substance as attached hereto
as  Exhibit  A,  shall  be  released  by the  Escrow  Agent  to  the  respective
beneficiaries thereunder.

      8.2  Notwithstanding  anything to the contrary in this  Agreement,  in the
event  the  Holders  at any time  and at  their  sole  option  (to be  exercised
collectively) direct the release and discharge of the 24-Month Notes from escrow
prior to completion of the Note  Payments per the terms of this  Agreement,  the
general releases by BPTR and the Company in favor of the Consultants and Holders
held in escrow shall be  immediately  released  from escrow and delivered to the
Consultants  and the Holders.  Such release of the 24-Month Notes by the Holders
prior to satisfaction of the Note Payments per the terms of this Agreement shall
not relieve BPTR or the Company of any obligation,  including without limitation
any payment obligations, under this Agreement.

9. Representations and Warranties of BPTR and the Company.

      BPTR and the  Company  each  covenants,  warrants  and  represents  to the
Consultants and Holders as follows:

      9.1 Corporate  Organization;  Good  Standing.  BPTR is a corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware.  The Company is a corporation duly organized,  validly existing and in
good standing  under the laws of the State of New  Hampshire.  BPTR, the Company
and each of its respective  subsidiaries  has all requisite  power and authority
and all necessary  licenses and permits to own and operate its properties and to
carry on its  business as now  conducted  and, as the case may be, to enter into
and  perform  its  obligations  under  this  Agreement,   and  the  transactions
contemplated hereby.

      9.2 Legal, Valid and Binding Obligations;  Authorized.  This Agreement and
any other  documents  executed  by or on behalf of BPTR  and/or  the  Company in
connection with the transactions contemplated hereby or thereby each constitutes
the legal, valid and binding obligation of BPTR and the Company,  enforceable in
accordance with the respective terms hereof and thereof,  except as the same may
be limited by  bankruptcy,  insolvency,  reorganization  or other  similar  laws
relating to or affecting the enforcement of creditors'  rights  generally and by
equitable principles. The execution,  delivery and performance of this Agreement
and the other  documents  contemplated  hereby by BPTR  and/or the  Company  are
within  the  corporate  powers  of BPTR  and the  Company  and  have  been  duly
authorized by all necessary  corporate action and do not require any stockholder
approval,  or approval or consent of any trustee or holders of any  indebtedness
or obligations of BPTR or the Company except such as have been duly obtained.

      9.3 No Conflicts. Neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated by this Agreement conflicts or
will  conflict  with or  results


                                       5
<PAGE>

or will  result  in a breach  of the  terms,  conditions  or  provisions  of, or
constitute,  or will on the due date of any  installment  of the  Note  Payments
constitute,  a default under, the Certificate of Incorporation or the By-Laws of
BPTR or the Company or a material  breach or  violation  of or default  under or
grounds for  termination  of, or an event which with the lapse of time or notice
and the lapse of time could cause a default  under or breach or violation of, or
grounds  for  termination  of, any note,  indenture,  mortgage,  license,  title
retention  agreement or any other  agreement or  instrument to which BPTR or the
Company,  is a party or by which BPTR,  the  Company or any of their  respective
assets is bound,  or would result in the  creation of any lien,  charge or other
security  interest or encumbrance upon any property or asset or right of BPTR or
the Company,  or violate,  require  consent or filings  under any existing  law,
order,  rule  regulation,  writ,  injunction  or  decree  of  any  union  or any
government,  governmental department, commission, board, bureau, agency, body or
court, domestic or foreign, having jurisdiction over BPTR, the Company or any of
their respective properties.  No governmental  authorization,  approval,  order,
license,  permit,  franchise or consent,  and no  registration,  declaration  or
filing with any  governmental  authority is  required,  in  connection  with the
execution, delivery and performance of this Agreement by BPTR and the Company.

      9.4 Certain Proceedings.  There is no pending action, arbitration,  audit,
hearing,   investigation,   litigation,   or  suit  (whether  civil,   criminal,
administrative,  investigative,  or informal) commenced,  brought, conducted, or
heard by or before, or otherwise involving, any federal, state, local or foreign
governmental  or  quasi-governmental  body or arbitrator  involving  BPTR or the
Company and that  challenges,  or may have the effect of  preventing,  delaying,
making  illegal,  or otherwise  interfering  with,  this Agreement or any of the
transactions  contemplated  herein.  To BPTR's knowledge and/or to the Company's
knowledge,  no  such  action,   arbitration,   audit,  hearing,   investigation,
litigation, or suit has been threatened.

      9.5 No Undisclosed  Liabilities.  BPTR and the Company have no liabilities
or  obligations  of any nature,  whether known or unknown and whether  absolute,
accrued,  contingent, or otherwise which do not have and could not reasonably be
expected to have,  individually or in the aggregate,  a material adverse effect,
except for  liabilities or obligations  reflected or reserved  against in BPTR's
most recent Form 10-Q filed with the  Securities  and Exchange  Commission  (the
"Form 10-Q") and current liabilities incurred in the ordinary course of business
since period ending date of such Form 10-Q.

      9.6  Absence of Changes and  Events.  Since the period  ending date of the
Form 10-Q, BPTR, the Company,  and their respective  subsidiaries have conducted
their  business  only in,  and have not  engaged in any  transaction  other than
according  to,  the  ordinary  and  usual  course of such  business  in a manner
consistent  with its past  practice,  and there have not been (i) any changes in
the business, condition (financial or otherwise), results of operations of BPTR,
the Company, or their respective  subsidiaries or any development or combination
of  developments  of  which  BPTR has  knowledge  that,  individually  or in the
aggregate,  have had or are reasonably likely to have a material adverse effect;
(ii) any material damage, destruction or other casualty loss with respect to any
material asset or property owned, leased or otherwise used by BPTR, the Company,
and their respective subsidiaries, whether or not covered by insurance; or (iii)
any change by BPTR or the Company in its  accounting  practices,  principles  or
methods.

      9.7 Governmental Consent. Except for federal and state securities laws, no
consent, approval or authorization of, or filing,  registration or qualification
with,  any person is necessary or required on the part of BPTR or the Company in
connection  with the  execution  and  delivery of this  Agreement  and the other
documents and transactions contemplated hereby to which BPTR or the Company is a
party, or compliance with the terms hereof or thereof.

      9.8 Third Party  Consents.  BPTR and the Company have obtained any and all
consents  necessary or required in connection with the execution and delivery of
this Agreement and the other documents and transactions  contemplated  hereby or
compliance with the terms hereof or thereof, including,  without limitation, the
Consent of Fleet Capital Corporation,  Canaan Partners, and each party to


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<PAGE>

a debt or equity  investment in BPTR or the Company,  the proceeds of which will
be used to pay BPTR's obligations hereunder.

      9.9  Payment  Restrictions.   Except  for  monthly  compensation  payments
pursuant to existing  agreements  with members of the Board of  Directors  BPTR,
payment of base compensation and  reimbursement of reasonable  expenses pursuant
to the existing  employment  agreement between BPTR/the Company and James Brooks
and  derivative  securities  granted to James Brooks and members of the Board of
Directors  of  BPTR  or  the  Company   pursuant  to  existing   agreements  and
reimbursement of reasonable  expenses incurred in connection with their services
on the board,  BPTR and the Company  warrant and  represent  and agree that BPTR
will not  redeem  any  securities  and will not  make any  payment  directly  or
indirectly  to any member of the Board of Directors of BPTR or the Company until
such time as it has made the final Note  Payments  as  outlined  in Section 1 of
this Agreement.  Notwithstanding the foregoing  exception,  neither BPTR nor the
Company will make any payment of bonus compensation,  directly or indirectly, to
any executive  officer of BPTR or to James Brooks,  in any capacity,  until such
time as it has made the final Note  payments  as  outlined  in Section 1 of this
Agreement.

10.      Miscellaneous.

      10.1 Notice. All notices, requests, consents or other communications to be
sent or given under this Agreement shall be in writing and shall be delivered by
hand, overnight courier,  certified mail or electronic  facsimile,  in each case
with  written  confirmation  of  receipt.  Notice to any  party  shall be deemed
received on the day of delivery if delivered,  with confirmation of receipt,  by
electronic  facsimile,  by courier or by hand during normal business hours,  and
the  following day if delivered  after normal  business  hours.  Delivery of all
notices shall be made to the following  persons at the address  provided or such
other  person or  address  as a party  shall  designate  by  written  instrument
provided to the other parties:

If to the Consultants or the Holders:

James M. Willey
P.O. Box 487
Rye Beach, New Hampshire 03871
overnight delivery address:
536 Central Road
Rye, New Hampshire 03870

Thomas P. Willey
18 Winding Brook Drive
Stratham, New Hampshire 03885

With a copy to:

William V.A. Zorn, Esq.
McLane, Graf, Raulerson & Middleton
  Professional Association
P.O. Box 326
Manchester, New Hampshire 03105-0326
overnight delivery address:
900 Elm Street
Manchester, New Hampshire 03101
Facsimile: 603-625-5650

If to BPTR or the Company:

BrandPartners Group, Inc.
60 East 42nd Street, Room 1241
New York, New York 10165


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<PAGE>

Attn: James Brooks and Jennifer G. Buesser, Esq.
Facsimile: 212-370-0579

With a copy to:

Joseph Baratta, Esq.
Baratta & Goldstein
597 Fifth Avenue
New York, New York 10017
Facsimile:  212-750-8297

      10.2 Entire  Agreement.  This Agreement  constitutes the entire  Agreement
among  the  parties  hereto  with  respect  to the  subject  matter  hereto  and
supersedes all prior correspondence, conversations and negotiations.

      10.3 Interpretation  Guidelines.  In this Agreement: the use of any gender
shall include all genders;  the singular number shall include the plural and the
plural the  singular  as the  context  may  require;  whenever  the  context may
require,  any pronouns  used herein shall include the  corresponding  masculine,
feminine or neuter forms; the words "include,"  "including," and "such as" shall
each be construed as if followed by the phrases  "without being limited to"; the
words  "herein,"  "hereof,"  "hereunder"  and words of similar  import  shall be
construed  to  refer  to this  Agreement  as a whole  and not to any  particular
Section hereof unless  expressly so stated;  the section headings herein are for
convenience of reference only and shall not affect in any way the interpretation
of any of the provisions hereof.

      10.4 No  Presumption  Against  Drafter.  Each of the  parties  hereto  has
participated in the  negotiation  and drafting of this  Agreement.  In the event
that there  arises any  ambiguity or question of intent or  interpretation  with
respect to this  Agreement,  this  Agreement  shall be  construed  as if drafted
jointly by all of the  parties  hereto and no  presumptions  or burdens of proof
shall  arise  favoring  any  party by  virtue  of the  authorship  of any of the
provisions of this Agreement.

      10.5 Expenses.  BPTR and/or the Company shall bear its own attorneys' fees
and  expenses  and the  reasonable  attorneys'  fees and  expenses not to exceed
$17,500.00  in  the  aggregate  incurred  by  Consultants  and  the  Holders  in
connection  with,  relating to or arising out of the  negotiation,  preparation,
execution,  delivery and  performance of this Agreement and the  consummation of
the transactions  contemplated hereby. BPTR and the Company agree that such fees
and expenses of the Consultants  and the Holders shall be payable  promptly upon
presentation  of an  invoice  from the  attorneys  for the  Consultants  and the
Holders.

      10.6  Assignment.  Neither  party may assign or  otherwise  transfer  this
Agreement  or any of its  rights or  obligations  hereunder  to any third  party
without the prior without the prior written consent of the other parties, except
that each of the Company and BPTR may assign this  Agreement  to a purchaser  of
all or  substantially  all of its assets;  provided that any such assignee shall
have provided the  Consultants  with adequate  assurance of future  performance,
agreed in writing to assume the  obligations  of the assignor and to be bound by
the terms of this  Agreement,  and provided the other parties hereto with copies
of such  assumption.  If a party  assigns this  Agreement  or any right  created
hereby  without such an exception and without the prior  written  consent of the
other parties, as the case may be, the assignment shall be null and void.

      10.7 Counterparts;  Facsimile Execution. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original instrument
and all of which together  shall  constitute a single  document.  Signatures and
other longhand notations  transmitted by electronic facsimile shall be deemed to
be original for purposes of the construction and enforcement of this Agreement.


                                       8
<PAGE>

      10.8  Modification/Termination.  No  modification  or  termination of this
Agreement  shall be valid unless such  modification or termination is in writing
and signed by each of the parties  hereto.  If the Note Payments are not made on
or  before  the dates set  forth in  Section  1 of this  Agreement  or under any
applicable cure periods,  this Agreement shall  automatically  terminate on such
date, except for Sections 2, 3, 4, and 8.2 which shall survive, and the parties'
respective obligations under the SPA (including the Earn-Out),  and the 24-Month
Notes  shall  remain in full force and  effect if not  previously  released  and
discharged per this Agreement.

      10.9 Waiver.  No waiver of any provision of this Agreement  shall be valid
unless in writing and signed by the person or party against whom charged.

      10.10  Severability.  The invalidity or unenforceability of any particular
provision  of this  Agreement  shall not  affect  the other  provisions  of this
Agreement,  and  this  Agreement  shall  be  construed  as  if  the  invalid  or
unenforceable provision was omitted.

      10.11 Governing Law and Jurisdiction. This Agreement shall be governed by,
and  construed  in  accordance  with,  the laws of the  State of New  Hampshire,
without regard to conflict of laws principles.  The parties,  to the extent that
they can legally do so, hereby consent to service of process, and to be sued, in
the State of New Hampshire and consent to the  jurisdiction of the courts of the
State of New Hampshire and the United States  District Court for the District of
New Hampshire,  as well as to the  jurisdiction of all courts to which an appeal
may be taken from such  courts,  for the  purpose  of any suit,  action or other
proceeding arising out of any of their obligations  hereunder or with respect to
the transactions contemplated hereby, and expressly waive any and all objections
they may have to venue in such courts.


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                            Intentionally Left Blank


                                       9
<PAGE>

      IN  WITNESS  WHEREOF,  the  parties  hereto  have set  their  hands,  duly
authorized where applicable, as of the date and year first above written.


WITNESSES                           /s/ Thomas P. Willey
                                    -----------------------------------
                                    THOMAS P. WILLEY


                                    /s/ James M. Willey
                                    -----------------------------------
                                    JAMES M. WILLEY


                                    THE THOMAS P. WILLEY REVOCABLE TRUST OF 1998

                                    By: /s/ Thomas P. Willey
                                        -------------------------------
                                        Thomas P. Willey, Trustee


                                    JAMES M. WILLEY TRUST - 1995

                                    By: /s/ James M. Willey
                                        -------------------------------
                                        James M. Willey, Trustee


                                    BRANDPARTNERS GROUP, INC.

                                    By: /s/ James F. Brooks
                                        -------------------------------
                                    Name:  James F. Brooks
                                    Title: Chief Executive Officer

                                    WILLEY BROTHERS, INC.

                                    By: /s/ James F. Brooks
                                        -------------------------------
                                    Name:  James F. Brooks
                                    Title: Chief Executive Officer and President


                                       10