Exhibit
      10.2

    


    AMENDMENT
      AND WAIVER NO. 5,
      dated
      as of March    , 2007 (this "Amendment")

    


    BY
      AND AMONG

    


    
      	(1)	
              BRANDPARTNERS
                GROUP, INC.,
                a
                Delaware corporation ("BPG");

            


    

     

    
      	(2)	
              BRANDPARTNERS
                RETAIL, INC., a
                New Hampshire corporation (formerly known as Willey Brothers, Inc.)
                ("BPR",
                and together with BPG, each individually a "Company"
                and collectively, the "Companies");
                and

            


    

     

    
      	(3)	
              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, Amendment No. 2 and
      Waiver dated as of August 9, 2002, Amendment No. 3 and Waiver dated as of
      January 7, 2004 and Amendment No. 4, dated as of May 5, 2005 (the "Original
      Purchase Agreement"
      and as
      amended hereby, the "Purchase
      Agreement")
      pursuant to which (i) BPR has issued and sold to CMII a subordinated promissory
      note (as amended by Amendment No. 1, dated as of January 7, 2004, 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 an aggregate of 665,000 shares of common stock of BPG (the
      "Warrants");
      and

     

    WHEREAS,
      the
      Companies, Grafico Incorporated, a Delaware corporation and wholly owned
      subsidiary of BPG ("Grafico"),
      and
      Banknorth, N.A., a national banking association (the "Banknorth")
      are
      parties to a Commercial Loan Agreement, dated as of May 5, 2005 (as the same
      has
      been or may be amended, restated, supplemented or otherwise modified from time
      to time as permitted under the Subordination Agreement, the "Senior
      Credit Agreement");
      and

     

    WHEREAS,
      the
      Companies, Grafico, CMII and Banknorth are parties to a Subordination and
      Intercreditor Agreement, dated as of May 5, 2005 (as the same may be amended,
      restated, supplemented or otherwise modified from time to time as permitted
      thereunder, the "Subordination
      Agreement");
      and

     

    WHEREAS,
      (i)
      Section 8.3(b) of the Original Purchase Agreement requires that BPR shall
      maintain for each period of twelve trailing months ending on the last day of
      each fiscal quarter, minimum EBITDA of at least $900,000 (the “Original
      Minimum EBITDA Covenant”),
      (ii)
      Section 8.3(c) of the Original Purchase requires that BPR shall not permit
      Interest Coverage Ratio for any
      period of four consecutive fiscal quarters ending on the last day of
any
      fiscal quarter to be less than 2.1:1 (the “Original
      Interest Coverage Covenant”)
      and
      (iii) Section 8.3(d) of the Original Purchase Agreement requires that on the
      last day of each fiscal quarter, BPR shall not permit Fully Loaded Fixed Charge
      Coverage Ratio for any such fiscal quarter to be less than 1.15:1 (the
“Original Fixed
      Charge Coverage Covenant”);
      and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
      BPR has
      not complied with (i) the Original Minimum EBITDA Covenant for the periods
      of
      twelve trailing months ended on March 31, 2006 and December 31, 2006,
      respectively, (ii) the Original Fixed Charge Coverage Covenant for the periods
      of four consecutive fiscal quarters ended on March 31, 2006 and December 31,
      2006, respectively or (iii) the Original Interest Coverage Covenant for the
      period of four consecutive fiscal quarters ended on December 31, 2006 (the
      “Subject
      Events of Default”);
      and


     

    WHEREAS,
      the
      Companies have requested that CMII amend certain provisions of the Original
      Purchase Agreement; 

     

    WHEREAS,
      the
      Companies have asked CMII to waive the Subject Events of Default, but only
      for
      the specific covenants and time period set forth above; and

     

    WHEREAS,
      subject
      to the satisfaction of the conditions set forth in Section 4, CMII is willing
      to
      waive the Subject Events of Default, but only for the specific covenants and
      time periods set forth above and is willing to 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:

     

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

     

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

     

    (3)  Amendment.
      Effective as of the Effective Date (as hereinafter defined) and subject to
      the
      conditions to effectiveness set forth in Section
      4
      hereof,
      the Original Purchase Agreement is hereby amended as follows:

     

    
      	
            	(a)	
              Section
                8.3 of the Original Purchase Agreement is amended and restated in
                its
                entirety as follows:

            


    

     

    “8.3
      Financial Covenants

     

    Until
      the
      payment in full by BPR of all principal of and interest on the Notes and of
      all
      other amounts owing at the time of payment of such principal and interest to
      CMII under this Agreement, including, without limitation, all expenses and
      amount due at such time in respect of indemnity obligations under Section 7,
      BPR
      covenants and agrees that:

     

    
      	
            	(a)	
              Maximum
                Total Debt to EBITDA

            


    

     

    BPR
      shall
      maintain a ratio of Total Debt to EBITDA of not more than 3.6:1.0 for each
      period of four consecutive fiscal quarters ending on the last day of each fiscal
      quarter, beginning with the fiscal quarter ending on March 31,
      2007.

     

    
      	
            	(b)	
              Minimum
                EBITDA

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    BPR
      shall
      not permit EBITDA for any fiscal quarter ending on or after March 31, 2007
      to be
      less than $650,000.

     

    
      	
            	(c)	
              Omitted.

            


    

     

    
      	
            	(d)	
              Minimum
                Fully Loaded Fixed Charge Coverage
                Ratio

            


    

     

    BPR
      shall
      not permit the Fully Loaded Fixed Charge Coverage Ratio (i) for the period
      of
      four consecutive fiscal quarters ending on March 31, 2007 or for the period
      of
      four consecutive fiscal quarters on June 30, 2007, to be less than 1.0:1.0
      or
      (ii) for any period of four consecutive fiscal quarters ending after June 30,
      2007, to be less than 1.1:1.0.  

     

    For
      the
      purposes of calculating compliance with the covenants set forth in Section
      8.3(a) and Section 8.3(d), for the periods of four consecutive fiscal quarters
      ending on March 31, 2007, June 30, 2007 and September 30, 2007, respectively,
      EBITDA shall be deemed to be the actual EBITDA for the periods of one, two
      and
      three fiscal quarters ending on such dates, multiplied by 4, 2 and 4/3,
      respectively.

     

    
      	(4)	
              Conditions.
                The waivers and amendments contained in Section 3 hereof shall become
                effective upon the satisfaction in full of the following conditions
                on the
                date (the “Effective
                Date”),
                on or prior to March 31, 2007, on
                which:

            


    

     

    
      	
            	(a)	
              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;

            


    

     

    
      	
            	(b)	
              CMII
                shall have received a fully executed counterpart of a letter agreement
                executed by the Bank and the Companies, substantially in the form
                of
                Exhibit
                1,
                and all conditions to the effectiveness of such letter agreement
                shall
                have been satisfied; and

            


    

     

    
      	
            	(c)	
              pursuant
                to Section 3.2 of the Subordination Agreement, the Bank shall have
                consented in writing to the amendments contained in Section 3 hereof
                and
                CMII shall have received a counterpart of such
                consent.

            


    

     

    
      	(5)	
              Reimbursement
                of Expenses.
                BPR 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.

            


    

     

    
      	(6)	
              Original
                Purchase Agreement and Note to Remain in Force.
                Except as specifically provided herein, the Original Purchase Agreement
                and the other Transaction Documents 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.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	(10)	
              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 power preclude any other or
                further
                exercise thereof or the exercise of any other right or power hereunder
                or
                under the 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.

            


    

     

    
      	(15)	
              Limited
                Waivers.
                The waiver of the Subject Events of Default is subject to the satisfaction
                of the conditions set forth in Section 4, are applicable only to
                the
                specific violations and provisions described as “Subject Events of
                Default” and to no other Events of Default, known or unknown, nor to any
                other failure of any Company to comply with any term or provisions
                of any
                Transaction Document, and the granting by CMII of the waiver of the
                Subject Events of Default does not imply any agreement to provide
                any
                subsequent waiver of any Default or Event of Default.
                

            


    

     

    [signature
      page follows]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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:	 	 	 
	
              
                

              

            	 	 	
            
	
              Name: 

              Title: 

            	 	 	 


    

     

     

    BRANDPARTNERS
      RETAIL, INC. 

     

    
      
        	 	 	 	 
	By:	 	 	 
	
                
                  

                

              	 	 	
              
	
                Name: 

                Title: 

              	 	 	 


      

       

    

     

    CORPORATE
      MEZZANINE II, L.P.

    
      


      
        	 	 	 	 
	By:	 	 	 
	
                
                  

                

              	 	 	
              
	
                Name: 

                Title: