Specialty
                Lending Group

               

              TD
                Banknorth, N.A.

              5
                Commerce Park North

              Bedford,
                NH 03110

              TDBanknorth.com

            


    

     

     

    
      
        March
          22,
          2007

      

      
         

        James
          Brooks, President & CEO

        Brandpartners
          Group, Inc.

        Brandpartners
          Retail, Inc.

        10
          Main
          Street

        Rochester,
          NH 03839

         

        Re:
          Credit Facilities to Brandpartners Group, Inc. and Brandpartners Retail,
          Inc.
          (collectively, the "Borrower") by TD Banknorth, N.A. (the
          "Bank")

      

       

      Dear
        Mr.
        Brooks:

       

      Reference
        is made to that certain Commercial Loan Agreement among the Bank, the Borrower,
        and Grafico Incorporated, as "Guarantor", dated May 5, 2005, as amended
        or modified from time to time (the "Loan Agreement"). Capitalized terms
        not otherwise defined herein shall have the meanings ascribed thereto in
        the
        Loan Agreement.

       

      The
        Borrower is in default in the performance of its obligations under the Loan
        Agreement in that it has violated its (i) Tangible Capital Base covenant
        under
        Section III A. of the Loan Agreement, (ii) Fixed Charge Coverage Ratio covenant
        under Section III B. of Schedule B of the Loan Agreement, and (iii) Funded
        Debt
        to EBITDA ratio covenant under Section III C. of Schedule B of the Loan
        Agreement (collectively, the "Relevant Covenants") as of the period
        ending December 31, 2006
        (collectively,
        the "Covenant Defaults"). The Borrower's failure to meet the Relevant
        Covenants and the resulting Covenant Defaults constitute an Event of Default
        under the Loan Agreement and an event of default under the Permitted
        Subordinated Debt, which default under the Permitted Subordinated Debt
        constitutes an Event of Default under the Loan Agreement (the "Permitted
        Subordinated Debt Default" and, collectively with the Covenant Defaults, the
        "Defaults").

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Brandpartners
        Group, Inc. 

      March
        22,
        2007 

      Page
        2 of
        4

       

       

      
        
          Subject
            to the terms of this letter, the Bank has agreed to waive its right to
            declare
            the indebtedness of the Borrower to the Bank to be immediately due and
            payable
            as a result of the Defaults. This waiver shall be effective only with
            respect to
            the Defaults and shall be conditioned upon (a) execution by the Bank,
            Borrower,
            and Guarantor of an amendment to the Loan Agreement, in form and substance
            satisfactory to the Bank and its counsel (the
            "Amendment"),

        

         

        whereby,
          in addition to other terms and conditions, the Relevant Covenants shall
          be
          modified as more particularly described below, (b) delivery by the current
          holders of the Permitted Subordinated Debt of a written waiver of the default
          arising under the Permitted Subordinated Debt as a result of the failure
          of the
          Borrower to meet the Relevant Covenants and as a result of Covenant Default
          under the Loan Agreement, and (c) the payment by Borrower to Bank of a
          fee in
          the amount of$15,000.00. The agreement of the Bank to waive the Defaults
          does
          not imply an agreement or requirement on the part of the Bank to waive
          or
          release any other default.

         

      

      The
        Bank
        and Borrower have agreed that the Relevant Covenants shall be modified as
        follows: (i) for purposes of determining compliance with the Relevant Covenants
        as at fiscal quarter ending March 31, 2007, EBITDA shall be determined based
        upon annualized results of operations for such fiscal quarter (fixed charges
        shall be determined on the basis of actual results of operations for the
        four
        (4) fiscal quarter period then ending); (ii) for purposes of determining
        compliance with the Relevant Covenants as at the fiscal quarter ending June
        30,
        2007, EBITDA shall be determined based upon annualized results of operations
        for
        such fiscal quarter and for the fiscal quarter ending March 31, 2007 (fixed
        charges shall be determined on the basis of actual results of operations
        for the
        four (4) fiscal quarter period then ending); (iii) for purposes of determining
        compliance with the Relevant Covenants as at the fiscal quarter ending September
        30, 2007, EBITDA shall be determined based upon annualized results of operations
        for such fiscal quarter and for the fiscal quarters ending March 31, 2007
        and
        June 30, 2007, (iv) for the fiscal quarter ending December 31, 2007 and for
        each
        fiscal quarter thereafter, for purposes of determining compliance with the
        Relevant Covenants as at each such fiscal quarter-end, EBITDA and fixed charges
        shall be determined based upon actual results of operations for the four
        (4)
        fiscal quarter period then ending; (v) for each of the fiscal quarters of
        the
        Borrower, beginning with the fiscal quarter ending March, 31, 2007, the ratio
        of
        Funded Debt to EBITDA for purposes of Section III C. of Schedule B of the
        Loan
        Agreement shall not exceed 3.0: 1; (vi) for the fiscal quarters ending March
        31,
        2007 and June 30, 2007, the Fixed Charge Coverage Ratio shall be a Minimum
        of
        1.10:1 (and shall revert to 1.20:1 as of the fiscal quarter ending September
        30,2007); and (vii) the minimum Tangible Capital Base as of March 31,2007
        shall
        not be less than eighty percent (80%) of the Borrower's tangible net worth
        as of
        December 31, 2006 and shall increase on a cumulative basis as of the end
        of each
        fiscal quarter thereafter by an amount equal to fifty percent (50%) of the
        Net
        Profits for such fiscal quarter.

       

      The
        Amendment will also include a revised formula availability mechanism whereby
        the
        maximum amount available under the Revolving Line of Credit shall be the
        lesser
        of (i) $5,000,000, or (ii) 70% of Acceptable Accounts (to be defined in the
        Amendment), reported monthly plus 50% of cost in excess of billings (capped
        at
        $1,000,000), reported monthly, less an availability reserve of $250,000.
        Also,
        the Amendment will include an increase of 25 basis points (0.25%) in the
        Revolving Line of Credit Loan and Term Loan pricing.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Brandpartners
        Group, Inc.

      March
        22,
        2007

      Page
        3 of
        4

       

       

      Other
        than such rights as Bank has specifically agreed to be waived hereunder,
        the
        Bank reserves all rights available to it under the Loan Agreement and under
        any
        and all of the Loan Documents.

       

      Borrower
        and Guarantor have indicated their acceptance of the terms of this letter
        and
        the waivers hereunder by the Borrower's and Guarantor's execution of a duplicate
        original hereof where indicated.

       

      Sincerely,

       

      TD
        Banknorth, N.A.

       

      
        	 	 	 	 
	By: 
/s/
                John
                Mercier	 	 	 
	
                
                  

                

              	 	 	
              
	
                John
                  Mercier,
                  Senior Vice President

              	 	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Brandpartners
        Group, Inc. 

      March
        22,
        2007 

      Page
        4 of
        4

       

       

      Acknowledged
        and agreed this ____ day of March 2007.

       

       

      Brandpartners
        Group, Inc.

       

      
        
          
            	 	 	 	 
	By: 
                    	 	 	 
	
                    
                      

                    

                  	 	 	
                  
	
                    James
                      Brooks,
                      President & CEO 

                    Duly
                      Authorized

                  	 	 	 


          

           

        

      

       

      Brandpartners
        Retail, Inc.

      
        
          
            
              	 	 	 	 
	By: 
                      	 	 	 
	
                      
                        

                      

                    	 	 	
                    
	
                      James
                        Brooks,
                        President & CEO 

                      Duly
                        Authorized

                    	 	 	 


            

          

        

      

       

       

      Grafico
        Incorporated

      
        
          
            
              
                	 	 	 	 
	By: 
                        	 	 	 
	
                        
                          

                        

                      	 	 	
                      
	
                        James
                          Brooks,
                          President & CEO 

                        Duly
                          Authorized