(WHETHER VERBAL OR
WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF
CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF BANK RELATING TO THE
ADMINISTRATION OF THE LOAN OR ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT
NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN
WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY
LAW, EACH OF BANK AND BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR
RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. BORROWER
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF BANK HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT BANK WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR
BANK TO ACCEPT THIS NOTE AND MAKE THE LOAN.
This Note is executed and delivered in replacement of, but not in novation or
discharge of, the Borrower's revolving credit promissory note dated May 5, 2008
payable to the order of the Bank in the original principal amount of Five
Million and 00/100 Dollars ($5,000,000.00) (the "Prior Note"). The indebtedness
originally evidenced by the Prior Note is a continuing indebtedness now
evidenced by this Note, and secured by all of the collateral securing the Prior
Note. Nothing herein contained shall be construed to deem such Prior Note paid,
or to release or terminate any lien, mortgage or security interest given to
secure such Prior Note.
[SIGNATURE PAGE FOLLOWS]
Executed and delivered as of the date set forth above.
WITNESSES:
BORROWER:
BRANDPARTNERS GROUP, INC.
By:
/s/ James F. Brooks
James Brooks
Title:
CEO
BRANDPARTNERS RETAIL, INC.
By:
/s/ James F. Brooks
James Brooks
Title:
CEO
ACCEPTED BY:
TD BANKNORTH, N.A.
By:
/s/ John Mercier
John Mercier, Senior Vice President