Exhibit 10.2

THIS NOTE AND THE EXERCISE OF RELATED WARRANT(S) HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE
UPON EXERCISE OF RELATED WARRANT(S) MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS
NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
BRANDPARTNERS GROUP INC. THAT SUCH REGISTRATION IS NOT REQUIRED.



                 $625,000 UNSECURED SUBORDINATED PROMISSORY NOTE

FOR VALUE RECEIVED, BrandPartners Group, Inc., a Delaware corporation
(hereinafter called "Borrower"), hereby promises to pay to Longview Fund LP,
1325 Howard Avenue #422, Burlingame CA 94010, attn: S. Michael Rudolph
[facsimile 650-343-2506] (the "Holder") or order, the sum of Six Hundred and
Twenty Five Thousand Dollars ($625,000.00), with interest accruing at the annual
rate of 12%, on January 6, 2005 (the "Maturity Date"). The following terms shall
apply to this Unsecured Promissory Note (the "Note"):



                                    ARTICLE I

                               GENERAL PROVISIONS

         1.1 PAYMENT GRACE PERIOD. The Borrower shall have a ten (10) day grace
period to pay the principal and interest due under this Note. In the event of a
default in payment, Purchaser agrees to pay a default interest rate of fifteen
percent (15%) per annum to the amount due hereunder.

         1.2 PAYMENT TERMS. All principal and interest under this Note is due on
the Maturity Date with interest accruing on the unpaid principal until such time
as same is repaid by the Borrower.

         1.3 INTEREST RATE. Interest payable on this Note shall accrue at the
annual rate of twelve percent (12%) per annum and is payable on the Maturity
Date and thereafter on any remaining outstanding principal.

                                   ARTICLE II

                                EVENT OF DEFAULT

The occurrence of any of the following events of default ("Event of Default")
shall, at the option of the Holder hereof, make all sums of principal and
interest then remaining unpaid hereon and all other amounts payable hereunder
immediately due and payable, upon demand, without presentment, or grace period,
all of which hereby are expressly waived, except as set forth below:

         2.1 FAILURE TO PAY PRINCIPAL OR INTEREST. The Borrower fails to pay any
installment of principal, interest when due and such failure continues for a
period of ten (10) days after the due date as stated in Section 1.2 hereof.





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         2.2 BREACH OF COVENANT. The Borrower breaches any material covenant or
other term or condition of this Note in any material respect and such breach, if
subject to cure, continues for a period of ten (10) days after written notice to
the Borrower from the Holder.

         2.3 BREACH OF REPRESENTATIONS AND WARRANTIES. Any material
representation or warranty of the Borrower made herein, or in any agreement,
statement or certificate given in writing pursuant hereto or in connection
therewith shall be false or misleading in any material respect as of the date
made.

         2.4 RECEIVER OR TRUSTEE. The Borrower shall make an assignment for the
benefit of creditors, or apply for or consent to the appointment of a receiver
or trustee for it or for a substantial part of its property or business; or such
a receiver or trustee shall otherwise be appointed.

         2.5 JUDGMENTS. Any money judgment, writ or similar final process shall
be entered or filed against Borrower or any of its property or other assets for
more than $100,000, and shall remain unvacated, unbonded or unstayed for a
period of forty-five (45) days.

         2.6 BANKRUPTCY. Bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings or relief under any bankruptcy law or any law
for the relief of debtors shall be instituted by or against the Borrower and if
instituted against Borrower are not dismissed within 45 days of initiation.

         2.7 FAILURE TO DELIVER COMMON STOCK OR REPLACEMENT NOTE. Borrower's
failure to timely deliver Common Stock to the Holder pursuant to and in the form
required by this Note or related agreements, or if required a replacement Note.

         2.8 CROSS DEFAULT. A default by the Borrower of a material term,
covenant, warranty or undertaking of any other agreement to which the Borrower
and Holder are parties, or the occurrence of a material event of default under
any such other agreement, in each case, which is not cured after any required
notice and/or cure period

                                   ARTICLE III

                                  MISCELLANEOUS

         3.1 FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part
of Holder hereof in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other right, power or privilege. All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

         3.2 NOTICES. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing




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by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: (i) if to the Borrower to: BrandPartners Group,
Inc., 10 Main Street, Rochester, NH 03939, telecopier number: (603-335-1397,
with a copy by telecopier only to: Baratta & Goldstein 597 Fifth Avenue, New
York, NY 10017, Attn: Joseph A. Baratta, Esq., telecopier number: (212)
750-8297, and (ii) if to the Holder, to the name, address and telecopy number
set forth on the front page of this Note, with a copy by telecopier only to
Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York 10176,
telecopier number: (212) 697-3575.

         3.3 AMENDMENT PROVISION. The term "Note" and all reference thereto, as
used throughout this instrument, shall mean this instrument as originally
executed, or if later amended or supplemented, then as so amended or
supplemented.

         3.4 ASSIGNABILITY. This Note shall be binding upon the Borrower and its
successors and assigns, and shall inure to the benefit of the Holder and its
successors and assigns.

         3.5 COST OF COLLECTION. If default is made in the payment of this Note,
Borrower shall pay the Holder hereof reasonable costs of collection, including
reasonable attorneys' fees.

         3.6 GOVERNING LAW. This Note shall be governed by and construed in
accordance with the laws of the State of New York. Any action brought by either
party against the other concerning the transactions contemplated by this
Agreement shall be brought only in the state courts of New York or in the
federal courts located in the state of New York. Both parties and the individual
signing this Agreement on behalf of the Borrower agree to submit to the
jurisdiction of such courts. The prevailing party shall be entitled to recover
from the other party its reasonable attorney's fees and costs.

         3.7 MAXIMUM PAYMENTS. Nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest required to be paid or other charges hereunder exceed the maximum
permitted by such law, any payments in excess of such maximum shall be credited
against amounts owed by the Borrower to the Holder and thus refunded to the
Borrower.

         3.8 REDEMPTION. This Note may not be redeemed or paid before the
Initial Maturity Date without the consent of the Holder.

         3.9 SUBORDINATION. This Note is subordinate to the Borrower's
outstanding secured obligations inclusive of Bank of America Business Capital.

         IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its
name by an authorized officer on this 29th day of September, 2004.

                                           BrandPartners Group, Inc.


                                           By:________________________________
                                                Name: James F. Brooks
                                                Title: President and
                                                       Chief Executive Officer

WITNESS:

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