SEPARATION
      AGREEMENT AND RELEASE OF CLAIMS

     

    THIS
      SEPARATION AGREEMENT AND RELEASE OF CLAIMS (“Agreement”) is made between ANTHONY
      J. CATALDO (“Cataldo”) and BRANDPARTNERS GROUP, INC. and all of its subsidiaries
      and affiliated companies (collectively hereafter “Brand” or “the Company”) and
      shall become effective on the Effective Date as set forth herein.

     

    RECITALS

     

    WHEREAS,
      Cataldo has been retained by Brand as Chairman of the Board of Directors
      pursuant to an amended Agreement dated March 16, 2005 (the “Agreement”), and the
      parties hereto desire to end that relationship, and to settle, fully, finally
      and amicably, all claims against each other, including, but not limited to
      the
      termination of that Agreement.

     

    NOW,
      THEREFORE, in order to provide said benefits and, in consideration of the mutual
      promises, covenants and representations set forth below and other good and
      valuable consideration, the parties agree as follows:

     

    
      	1.  	
              Relinquishment
                of Positions

            


    

     

    Pursuant
      to this Agreement, Cataldo agrees to resign, effective as of August 10, 2006,
      his position as Chairman of the Board of Directors of the Company, as well
      as
      any other position he holds from any subsidiary or affiliated company
      (“Resignation Date”).

     

    
      	2.  	
              Payment
                of Good and Valuable
                Consideration

            


    

     

    a.  Following
      the execution of this Separation Agreement and Release of Claims (the
“Separation Agreement”) the Company will pay Cataldo monetary payments totaling
      $90,000 in the aggregate in the form of three (3) monthly payments of $30,000
      on
      the first business day
      of
      the month starting in September 2006 and ending November 2006. 

     

    b.  The
      Company will pay Cataldo additional monetary payments totaling $90,000 in the
      aggregate in the form of six (6) monthly payments of $15,000 on the first
      business day
      of
      the month starting in December 2006 and ending May 2007. 

     

    c.  Within
      ten (10) days of the execution of this Separation Agreement, the Company will
      provide duly authorized written instruction to its transfer agent to issue
      to
      Cataldo $90,000 of restricted common stock of the Company, par value $.01 (the
      “Common Stock”) as calculated herein. All of the Shares of Common Stock issued
      to Cataldo will be subject to cost free piggyback registration rights as well
      as
      to Rule 144 of the Securities Act of 1933, as amended, and shall include a
      legend, in substantially the form as follows:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    


    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.
      THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED
      OR
      HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES
      LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE
      SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
      ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE
      COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

    


     

    The
      shares of Common Stock issuable to Cataldo will be issued based upon the
      following formula:

     

    90,000/Y
      = Z

     

    Y
      = The
      twenty-one (21) day average closing price of Common Stock, as reported by
      Bloomberg Financial Markets, immediately preceding the Effective Date of this
      Agreement.

     

    Z
      = The
      number of shares of restricted Common Stock to be issued to
      Cataldo.

     

    d.  Notwithstanding
      anything to the contrary, it is expressly understood that all payments under
      this Agreement are unconditional obligations of Brand, and are not contingent
      on
      consulting or advisory services being provided by Cataldo or used by the
      Company. It is further understood that Brand will have no right of setoff to
      its
      payment obligations under this Agreement, and that this Agreement is
      irrevocable, non-cancelable and is not subject to early termination for any
      reason whatsoever.

     

    e.  Notwithstanding
      anything to the contrary in this Agreement, the Company’s 2004 Stock Incentive
      Plan (the “Plan”) or any other option plans under which Cataldo may have
      received options, nothing herein shall prevent Cataldo from exercising any
      vested options pursuant to the Company’s applicable stock option plans with the
      term to exercise all options expiring at the end of the term as provided for
      under the specific option(s).

     

    f.  All
      valid
      and supported expenses incurred by Cataldo, prior to the Resignation Date and
      submitted to the Company, will be paid by the Company concurrent with the
      effective date of this Separation Agreement.

     

    g.  In
      the
      event that Cataldo should die or become incapacitated, all payments being made
      to Cataldo under this Separation Agreement, will be paid in accordance with
      the
      terms of this Agreement, to Cataldo’s Estate or his duly appointed personal
      representative as the case may be. 

     

    h.  All
      payments made by the Company, under this Agreement, shall be forwarded to an
      address so designated in writing by Cataldo or his legal counsel, from time
      to
      time.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    i.  The
      Company will assist Cataldo in the filing of any and all beneficial ownership
      reports required to be filed, pursuant to the Securities Exchange Act of 1934,
      as amended.

     

    j.  All
      payments made to Cataldo under this Agreement including the issuance of Common
      Stock will be reported on an IRS form 1099. 

     

    
      	3.  	
              Indemnification
                Against Claims

            


    

     

    Brand
      agrees to indemnify and hold Cataldo harmless from any liability, claims,
      demands, costs, expenses and attorneys’ fees incurred by him as a result of any
      actions by him in the course of his services as a Director of the Company to
      the
      extent other directors would be so indemnified pursuant to applicable law.
      Brand
      further agrees to provide continued insurance coverage for Cataldo under the
      Company’s director and officer liability insurance policy, otherwise known as
      tail insurance for a minimum period of three (3) years from the Resignation
      Date. 

     

    
      	4.  	
              Non-Disclosure
                of Trade Secrets and Confidential
                Information

            


    

     

    Cataldo
      understands and agrees that, in the course of his association with Brand, he
      has
      acquired confidential information and trade secrets concerning the operations
      of
      Brand and its future plans and methods of doing business, which information
      Cataldo understands and agrees would be damaging to Brand if disclosed to a
      competitor or made available to any other person or corporations. Cataldo
      understands and agrees that such information either has been developed by him
      or
      divulged to him in confidence, and he understands and agrees that he will keep
      all such information secret and confidential. Furthermore, Cataldo agrees that,
      on or before the Effective Date of this Agreement, he will turn over to Brand
      all Company confidential files, records, and other documents. In addition,
      Cataldo will return all property in his possession owned by Brand.

     

    
      	5.  	
              Non-Solicitation

            


    

     

    Cataldo
      further agrees that he will not solicit or participate or assist in any way
      in
      the solicitation of any employee at Brand for employment by any other company.
      However, Cataldo will not violate this provision if said employee pursues a
      position with Cataldo’s future employer or Company that Cataldo is associated
      with, without any encouragement or involvement direct or indirect of
      Cataldo.

     

    
      	6.  	
              No
                Other Claims

            


    

     

    Cataldo
      represents and warrants that he has not filed against Brand or any of its
      representatives, any claim, complaint, charge or suit, with any federal, state
      or other agency, court, board, office or other forum or entity as of the
      Effective Date. 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	7.  	
              General
                Release

            


    

     

    a.  As
      a
      material inducement to Brand to enter into this Agreement, Cataldo, on behalf
      of
      himself and his heirs, executors, administrators, successors and assigns, does
      hereby irrevocably and unconditionally release, acquit and forever discharge
      Brand, and its divisions, subsidiaries, affiliates and all owners, stockholders,
      predecessors, successors, assigns, agents, directors, officers, employees,
      representatives, and attorneys, acting by, through, under or in concert with
      Brand or any parent, subsidiary or related entity, from any and all charges,
      complaints, grievances, claims, liabilities, obligations, promises, agreements,
      controversies, damages, actions, causes of action, suits, rights, demands,
      costs, losses, debts and expenses (including attorneys’ fees and costs actually
      incurred), of any nature whatsoever, known or unknown, suspected or unsuspected,
      joint or several, which Cataldo has had or may hereafter claim to have had,
      against Brand by reason of any matter, act, omission, cause or event whatever
      from the beginning of time to the Resignation Date (“Claims”); other than those
      obligations set forth in this Agreement. Cataldo
      further
      acknowledges that he is waiving and releasing any rights he may have under
      the
      Age Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and
      release is knowing and voluntary. Cataldo agrees that this waiver and release
      does not apply to any rights or claims that may arise under the ADEA after
      the
      Effective Date of this Agreement. Cataldo acknowledges that the consideration
      given for this waiver and release Agreement is in addition to anything of value
      to which Cataldo
      was
      already entitled. Cataldo further acknowledges that he has been advised by
      this
      writing that: (a) he should consult with an attorney prior
      to
      executing this Agreement; (b) he has twenty-one (21) days within which to
      consider this Agreement; (c) he has seven (7) days following the execution
      of
      this Agreement by the parties to revoke the Agreement; (d) this Agreement shall
      not be effective until after the revocation period has expired; and (e) nothing
      in this Agreement prevents or precludes Cataldo from challenging or seeking
      a
      determination in good faith of the validity of this waiver under the ADEA,
      nor
      does it impose any condition precedent, penalties or costs for doing so, unless
      specifically authorized by federal law. In the event Cataldo signs this
      Agreement and returns it to the Company in less than the 21-day period
      identified above, Cataldo hereby acknowledges that he has freely and voluntarily
      chosen to waive the time period allotted for considering this
      Agreement.

     

    b.  As
      a
      material inducement to Cataldo to enter into this Agreement, Brand, and its
      divisions, subsidiaries, affiliates and all predecessors, successors, assigns
      and agents, to the extent permissible by law, do hereby irrevocably and
      unconditionally release, acquit and forever discharge Cataldo, from any and
      all
      charges, complaints, grievances, claims, liabilities, obligations, promises,
      agreements, controversies, damages, actions, causes of action, suits, rights,
      demands, costs, losses, debts and expenses (including attorneys’ fees and costs
      actually incurred), of any nature whatsoever, known or unknown, suspected or
      unsuspected, joint or several, which Brand has had or may hereafter claim to
      have had, against Cataldo by reason of any matter, act, omission, cause or
      event
      whatever from the beginning of time to the Resignation Date (“Claims”); other
      than those obligations of Cataldo set forth in this Agreement.

     

    This
      release and waiver of Claims specifically includes, but without limiting the
      foregoing general terms, the following: Any and all Claims which might have
      been
      asserted by Cataldo in any suit, claim, or charge, for or on account of any
      matter or things whatsoever that has occurred up to and including the date
      of
      this Agreement, under any and all laws, statutes, orders, regulations, or any
      Claim in contract or tort.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	8.  	
              Release
                of Unknown or Unsuspected
                Claims

            


    

     

    For
      the
      purpose of implementing a full and complete release and discharge of the parties
      hereto, Cataldo expressly acknowledges that this Agreement is intended to
      include in its effect, without limitation, all Claims which the parties have
      against one another but do not know or suspect to exist in their favor at the
      time of execution hereof, which if known or suspected by them would materially
      affect their decision to execute this release; that this Agreement contemplates
      the extinguishment of any such Claim or Claims, and that all rights under
      Section 1542 of the California Civil Code are hereby expressly waived.
      Section 1542 of the Civil Code provides:

     

    “A
      general release does not extend to claims which the creditor does not know
      or
      suspect to exist in his favor at the time of executing the release, which if
      known by him must have materially affected his settlement with the
      debtor”.

     

    Cataldo
      and Brand represent that he has read and understood the provisions of California
      Civil Code Section 1542.

     

    
      	9.  	
              Future
                Litigation or Anticipated
                Litigation

            


    

     

    Cataldo
      agrees that he shall make himself reasonably available to the Company and its
      counsel to assist in, cooperate with or otherwise testify in connection with
      any
      litigation where his participation or assistance is needed or required by law.
      Brand agrees that it shall make its employees and directors reasonably available
      to Cataldo and his counsel to assist in, cooperate with, or otherwise testify
      in
      connection with any litigation where its participation or assistance is needed
      or required by law.

     

    
      	10.  	
              Nondisparagement

            


    

     

    Cataldo
      agrees that he will not disparage Brand, and its officers, directors or
      employees. Brand’s officers and directors agree that they will not disparage
      Cataldo.

     

    
      	11.  	
              Other
                Relief

            


    

     

    The
      parties agree that any dispute, controversy or claim between the parties arising
      out of, or relating to this Agreement, or any breach or asserted breach thereof,
      shall be determined and settled by arbitration in accordance with the rules
      of
      the American Arbitration Association in effect at the time the arbitration
      commences. The prevailing party in such arbitration shall be entitled to its
      reasonable costs and expenses (including reasonable attorneys’ fees) in such
      arbitration as part of the award. Judgment on the award may be entered in any
      court having jurisdiction thereof, and the parties specifically reserve all
      rights to appeal such judgment as if it were rendered in a court of law.


    


    
      	12.  	
              Press
                Release 

            


    

     

    Brand
      shall issue a press release to the public concerning Cataldo’s resignation in
      the form attached hereto. Cataldo’s written consent to form and wording of the
      press release, prior to the issuance of the press release, as same pertains
      to
      Cataldo’s resignation as Chairman must be obtained by the Company. Cataldo’s
      consent shall not be unreasonably withheld.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    Neither
      party will issue any other press release concerning the resignation.


     

    
      	13.  	
              Binding
                Agreement

            


    

     

    This
      Agreement shall be binding upon Cataldo and Brand and their respective heirs,
      administrators, representatives, executors, successors and assigns and shall
      inure to the benefit of the parties hereto and their representatives, and each
      of them, and to their heirs, administrators, representatives, executors,
      successors and assigns.

     

    
      	14.  	
              Attorney’s
                Fees

            


    

     

    Each
      party agrees to pay its own costs and attorneys’ fees incurred in achieving the
      settlement and release of this matter. If any party defaults under the terms
      of
      this Agreement, and the other party employs an attorney to enforce or interpret
      the terms of this Agreement, or to obtain a declaration of rights under this
      Agreement, whether or not legal proceedings are commenced, then such other
      party
      shall be entitled to recover from the defaulting party all attorneys’ fees,
      costs and expenses incurred. If a party commences an action against the other
      to
      enforce or interpret the terms of this Agreement, or to obtain a declaration
      of
      rights under this Agreement, the prevailing party shall be entitled to all
      attorneys’ fees, costs and expenses incurred in such action or any appeal or
      enforcement of such action.

     

    
      	15.  	
              Non-Reliance

            


    

     

    Other
      than as expressly set forth in this Agreement, Cataldo and Brand represent
      and
      acknowledge that in executing this Agreement they did not rely upon and they
      have not relied upon any representation nor statement made by any of the parties
      hereto or by any of their agents, representatives or attorneys with regard
      to
      the subject matter, basis or effect of this Agreement or otherwise.

     

    
      	16.  	
              Agreement
                Obligates, Extends and Inures

            


    

     

    The
      provisions of this Agreement shall be deemed to obligate, extend and inure
      to
      the benefit of the legal successors, assigns, transferees, grantees, heirs,
      shareholders, officers and directors of each signatory party hereto, and to
      those who may assume any or all of the above-described capacities subsequent
      to
      the execution and Resignation Date of this Agreement.

     

    
      	17.  	
              Non-Admission
                of Liability

            


    

     

    This
      Agreement shall not in any way be construed as an admission by Brand that it
      has
      acted in any manner in violation of the common law or in violation of any
      federal, state or local statute or regulation.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	18.  	
              Method
                of Execution

            


    

     

    This
      Agreement may be executed in counterparts and each counterpart shall be deemed
      a
      duplicate original.

     

    
      	19.  	
              Applicable
                Law

            


    

     

    This
      Agreement is deemed to have been made and entered into in the State of Delaware
      and shall in all respects be interpreted, enforced and governed under the laws
      of said State. The language of all parts of this Agreement shall in all causes
      be construed as a whole, according to its fair meaning, and not strictly for
      or
      against any of the parties.

     

    
      	20.  	
              Severability

            


    

     

    The
      provisions of this Agreement are severable, and should any provision of this
      Agreement be declared or be determined by any arbitrator or court to be illegal
      or invalid, any such provision shall be stricken, and the validity of the
      remaining parts, terms or provisions shall not be affected.

     

    
      	21.  	
              Entire
                Agreement

            


    

     

    This
      Agreement sets forth the entire agreement between the parties and fully
      supersedes any and all prior agreements or understandings between the parties
      pertaining to the same subject matter, further, this Agreement may not be
      changed except by explicit written agreement by the parties hereto.

     

    22. Notices

     

    All
      notices under this Agreement are to be in writing and delivered by overnight
      courier and are deemed effective upon receipt. If to:

     

    Company:

     

    BrandPartners
      Group, Inc.

     

    10
      Main
      Street

     

    Rochester,
      NH 03839

     

    


     

    If
      to
      Cataldo:

     

    1100
      Hardman Avenue

     

    Napa,
      CA
      94558

     


    
      
        
        

      

      
      

      
        

      

    

    
      
      

    


    


     

    The
      parties further acknowledge that this Agreement has been entered into without
      fraud, duress, undue influence or mistake, and that upon the Effective Date,
      that this Agreement is not subject to rescission.

     

    SIGNATURES

     

    
      	
              Date:
                _________________________

            	
              _________________________________

              Anthony
                J. Cataldo

               

            
	
              Date:
                _________________________

            	
              BrandPartners
                Group, Inc.

               

              By:___________________________________