Exhibit 10.3

AMENDMENT NO. 3 AND WAIVER, dated as of January 7, 2004 (this "Amendment")

BY AND AMONG

BRANDPARTNERS GROUP, INC., a Delaware corporation ("BPG");

WILLEY BROTHERS INC., a New Hampshire corporation  ("Willey",  and together with
    BPG, each individually a "Company" and collectively, the "Companies"); and

CORPORATE MEZZANINE II, L.P., a British Virgin Islands limited partnership
    ("CMII").

WHEREAS,  the Companies and CMII are parties to a certain  Subordinated Note and
Warrant Purchase  Agreement dated as of October 22, 2001 as amended by Amendment
No. 1 and Waiver dated as of May 14, 2002 and  Amendment  No. 2 and Waiver dated
as of August 9, 2002 (the "Original  Purchase  Agreement" and as amended hereby,
the  "Purchase  Agreement")  pursuant to which (i) Willey has issued and sold to
CMII a  subordinated  promissory  note (the  "Note") in the  original  principal
amount of $5,000,000  with a final maturity of October 22, 2008 and (ii) BPG has
issued and sold to CMII certain  warrants for the purchase of 415,000  shares of
common stock of BPG (the "Warrant"); and

WHEREAS,  the Companies  have  requested  that CMII amend the Original  Purchase
Agreement  in certain  respects  and waive  certain  provisions  of the Original
Purchase Agreement as specified herein; and

WHEREAS,  CMII is willing to waive and amend certain  provisions of the Original
Purchase  Agreement,  but only on the  terms  and  conditions  set forth in this
Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:

      (A) Definitions.  Capitalized  terms used in this Amendment shall have the
meanings given them in the Original Purchase  Agreement unless otherwise defined
herein.

      (B) Affirmation of Original Purchase Agreement.  Each Company acknowledges
that each of the  Original  Purchase  Agreement,  the Note and the  Warrant is a
valid and  binding  obligation  of the  Companies,  in the case of the  Original
Purchase  Agreement  and the  Warrant  and of  Willey,  in the case of the Note,
enforceable  against the Companies or Willey,  as the case may be, in accordance
with their respective terms.

      (C) Waiver.  Effective  as of December 2, 2003 and subject to the terms of
Amendment  No. 1 to Note  dated as of the date  hereof  between  Willey and CMII
("Amendment No. 1 to Note"),  CMII hereby waives compliance with the requirement
set forth in that  certain  letter  agreement  dated as of  September  30,  2003
between the Companies,  CMII and Fleet Capital Corporation ("Fleet") that Willey
pay  accrued  interest on the Note on the  earliest to occur of (a)  December 2,
2003,  (b) the date that all or any  portion  of Fleet's  commitments  under the
Senior Credit  Agreement are terminated or cancelled or (c) the date that all or
any portion of Willey's  obligations  under the Senior Credit Agreement  becomes
immediately due and payable.  Anything  herein to the contrary  notwithstanding,
(i) CMII's waiver  contained in this Section 3 is subject to the satisfaction of
the conditions  set forth in Section 5 hereof,  (ii) such waiver only applies to
the specific  provisions noted above and (iii) Willey is required to comply with
the  provisions of the Purchase  Agreement and the Note, as amended by Amendment
No. 1 to Note, at all times in the future.

      (D) Amendment.  Section 8.3 of the Original Purchase  Agreement is amended
by adding the following  text ", except for the fourth fiscal  quarter of fiscal
year 2003 and each  fiscal  quarter of fiscal year 2004"  immediately  after the
text "Willey covenants and agrees that" appearing in such section.

      (E) Conditions to CMII's Obligations. The amendment contained in Section 4
hereof and the waiver  contained in Section 3 hereof shall become effective (the
"Effective  Date") upon the satisfaction in full of the following  conditions on
or prior to January 12, 2004:

<PAGE>

            (1) CMII shall have  executed and  delivered a  counterpart  of this
Amendment and CMII shall have received a counterpart of this Amendment  executed
and delivered by each Company;

            (2) CMII shall have  executed  and  delivered a  counterpart  of the
Amendment  No. 1 to Note and CMII  shall  have  received  a  counterpart  of the
Amendment No. 1 to Note executed and delivered by each Company;

            (3) BPG shall have issued to CMII and CMII shall have  received  one
or more  Warrants to purchase not less than an  aggregate  of 250,000  shares of
common stock of BPG (subject to  adjustment  set forth in the Warrants and at an
initial exercise price of US$0.26 and BPG shall have authorized and reserved for
issuance to CMII that  number of shares of its common  stock  necessary  for the
purpose of issuance to CMII upon conversion of the Warrant;

            (4) CMII shall have  received in cash the  interest  that shall have
accrued on the  Accreted  Principal  Amount (as defined in the Note) and that is
due as of December 31, 2003;

            (5) on or prior to January 12,  2004,  BPG shall have  completed  an
aggregate  of  $2,500,000  in  common  equity  financing,  at a price  per share
disclosed to CMII and having no mandatory redemption, repurchase, put or similar
arrangement; and

            (6) all conditions to the  effectiveness  of the Ninth  Amendment to
the Senior Credit  Agreement  shall have been satisfied and a true,  correct and
complete copy of such amendment (in the form that will be in effect on Effective
Date) shall have been delivered to CMII.

      (F) Reimbursement of Expenses. Willey will pay all out-of-pocket expenses,
costs and charges incurred by CMII (including  reasonable fees and disbursements
of  counsel) in  connection  with the  preparation  and  implementation  of this
Amendment, and all documents executed in connection herewith.

      (G) Senior Credit Agreement Amendment. Section 10.2 of the Ninth Amendment
to the  Senior  Credit  Agreement  dated as of  November  28,  2003 (the  "Ninth
Amendment"),  provides  certain  restrictions  on the  ability of Willey to make
payments of principal of and interest on the Notes.  This will confirm that CMII
does not  consent to the  provisions  of such  section  10.2 to the extent  such
provisions are inconsistent with the Subordination  Agreement. By signing below,
Willey  confirms  and agrees that it will make  payments  under the Notes to the
extent  required by the terms of the Notes and  permitted  by the  Subordination
Agreement.

      (H) Notices.  Nothwithstanding  anything to the contrary  contained in the
Transaction  Documents (as defined in the Purchase  Agreement),  effective as of
December 2, 2003 all notices,  demands and other communications to BPG or Willey
provided  for or  permitted  under  any  Transaction  Document  shall be made in
writing and shall be sent by  registered or certified  first class mail,  return
receipt  requested,  telecopier,  courier  service or  personal  delivery to the
following addresses:

            (1) If to BPG:

                BrandPartners Group, Inc.
                60 East 42nd Street, Suite 1241
                New York, NY  10165
                Attn:  James F. Brooks, Chief Executive Officer
                Facsimile No.:  (212) 370-0563

                With copies to:

                BrandPartners Group, Inc.
                c/o Willey Brothers, Inc.
                10 Main Street


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<PAGE>

                Rochester, NH  03839
                Attn:  James F. Brooks, Chief Executive Officer
                Facsimile No.:  (603) 330-1935

                and

                Baratta & Goldstein
                597 Fifth Avenue
                New York, NY  10017
                Attn:  Joseph Baratta, Esq.
                Facsimile No.:  (212) 750-8297

            (2) If to Willey:

                Willey Brothers, Inc.
                10 Main Street
                Rochester, NH  03839
                Attn:  James F. Brooks, Chief Executive Officer
                Facsimile No.:  (603) 330-1935

                With copies to:

                Willey Brothers, Inc.
                c/o BrandPartners Group, Inc.
                60 East 42nd Street, Suite 1241
                New York, NY  10165
                Attn:  James F. Brooks, Chief Executive Officer
                Facsimile No.:  (212) 370-0563

                and

                Baratta & Goldstein
                597 Fifth Avenue
                New York, NY  10017
                Attn:  Joseph Baratta, Esq.
                Facsimile No.:  (212) 750-8297

      (I) Original  Purchase  Agreement  and Note to Remain in Force.  Except as
specifically provided herein, the Original Purchase Agreement and the Note shall
remain in full force and  effect and are in all  respects  hereby  ratified  and
affirmed.  From and after the  Effective  Date,  all  references in the Purchase
Agreement  to "this  Agreement",  "hereof"  or  "herein"  or the  like,  and all
references in the other Transaction  Documents to the Purchase Agreement,  shall
mean and refer to the Original Purchase Agreement as amended and waived hereby.

      8. Successors and Assigns. The Agreement shall inure to the benefit of and
be binding upon the parties hereto and their successors and assigns.

      9. Counterparts.  This Amendment may be executed in counterparts,  each of
which shall  constitute  an original  and all of which,  taken  together,  shall
constitute one and the same agreement.

      (J)  Headings.  The  headings in this  Amendment  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

      11.  No  Implied  Waivers.  No  failure  or  delay  on the part of CMII in
exercising any power or right hereunder  shall operate as a waiver thereof,  nor
shall any single or partial  exercise  of any such right or


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<PAGE>

power  preclude  any other or further  exercise  thereof or the  exercise of any
other right or power hereunder or under the Original  Purchase  Agreement or the
Note. No modification or waiver of any provisions of this Amendment shall in any
event be effective  unless the same shall be in writing and signed by CMII,  and
then  such  modification,  waiver  or  consent  shall be  effective  only in the
specific instance and for the purpose for which given.

      12.  Governing Law. This  Amendment  shall be governed by and construed in
accordance with the laws of the State of New York,  without regard to principles
of conflicts of law other than Section 5-1401 of the General  Obligations Law of
the State of New York.

      13.  Jurisdiction;  WAIVER  OF RIGHT  TO JURY  TRIAL.  Each  party to this
Amendment hereby  irrevocably agrees that any legal action or proceeding arising
out  of or  relating  to  this  Amendment  or  any  agreements  or  transactions
contemplated  hereby  may be  brought  in the  courts  of the  State of New York
located in New York City or of the United  States of  America  for the  Southern
District of New York and hereby expressly  submits to the personal  jurisdiction
and venue of such courts for the purposes thereof and expressly waives any claim
of improper venue and any claim that such courts are an  inconvenient  forum. TO
THE EXTENT NOT PROHIBITED BY APPLICABLE  LAW WHICH CANNOT BE WAIVED,  EACH PARTY
HEREBY  WAIVES,  AND  COVENANTS  THAT IT WILL NOT ASSERT  (WHETHER AS PLAINTIFF,
DEFENDANT OR  OTHERWISE),  ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF
ANY ISSUE,  CLAIM,  DEMAND,  ACTION,  OR CAUSE OF ACTION ARISING OUT OF OR BASED
UPON THIS  AMENDMENT OR THE SUBJECT  MATTER  HEREOF.  EACH OF THE PARTIES HERETO
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL  INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP,  THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS
TRANSACTION,  AND THAT EACH WILL  CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED
FUTURE DEALINGS.

         14.  Severability.  In the event that any one or more of the provisions
contained  herein,  or the  application  thereof  in any  circumstance,  is held
invalid,  illegal or unenforceable in any respect for any reason,  the validity,
legality and  enforceability of any such provision in every other respect and of
the remaining  provisions  hereof shall not be in any way  impaired,  unless the
provisions held invalid, illegal or unenforceable shall substantially impair the
benefits of the remaining provisions hereof.

                            [signature page follows]


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<PAGE>

IN WITNESS  WHEREOF,  the parties have caused this Amendment to be duly executed
all as of the day and year first above written.

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


CORPORATE MEZZANINE II, L.P.

By:  /s/ Hamad Abdulaziz Alsagar
     -----------------------------------
     Name:    Hamad Abdulaziz Alsagar
     Title:   Director


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