CONSULTING AGREEMENT

THIS AGREEMENT made the 2^nd day of May, 2005.

A corporation incorporated pursuant to the laws

of the Province of Ontario.

 

(hereinafter referred to as the “Consultant”)

 

- and -

 

BrandPartners Group, Inc. 

A corporation incorporated pursuant to the laws

of the State of Delaware.

(hereinafter referred to as the “Corporation”)

WHEREAS the Consultant carries on the business of investor relations including assisting public companies in the promotion of corporate activities;

AND WHEREAS the Corporation is a publicly traded company;

AND WHEREAS the Corporation desires to retain the Consultant to provide specific services for the Corporation as herein set forth.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements of the parties (Parties”) contained herein, the sum of One Dollar ($1.00) now paid by each party hereto to each of the other parties hereto, and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto), it is hereby agreed as follows:

1. Term

The term of this Agreement shall be twelve (12) months, commencing ______, 2005 and ending ______, 2006   subject however, to prior termination as provided in Section 5 of this Agreement.

 

2. Relationship of the Parties

The Parties intend that the relationship between them created under this Agreement is that of an independent contractor only. It is agreed that it is not the intention of the parties to this agreement to create, nor is this agreement to be construed as creating, a partnership or agency relationship for any purpose. The Consultant acknowledges that it is not an Agent of the Corporation, and that it may not commit the Corporation to any action and/or obligation, and that any and all agreements or arrangements that the Consultant may negotiate for or with the Corporation will be subject to acceptance by the Corporation through its board of directors or authorized officers.

3. Compensation

The Corporation shall pay to the Consultant a fee of USD $5,000.00 per month payable at the beginning of each month of service under this agreement.

The Corporation agrees to promptly reimburse the Consultant for reasonable expenses incurred by the Consultant in the course of performing its obligations upon submission to the Corporation of appropriate documentation evidencing such expenses. These expenses may include but are not limited to travel, lodging, meals, vendor fees, printing fees, etc. Consultant must obtain written approval of Corporation prior to expending in excess of $500 in expenses in any given calendar month.

5. EARLY TERMINATION

(1) Notwithstanding section 1 of this Agreement, this Agreement may be terminated:

 

6. Disclosure

Both the Consultant and the Corporation agree, during the Term of this Agreement and for a period of two (2) years after the Termination Date, not to disclose the existence of this Agreement or the nature of this Agreement to any person other than its directors, officers, employees, agents and advisors without the prior express written consent of the other party unless compelled by an order made by a court of competent jurisdiction or as otherwise required by applicable securities law. The Parties acknowledge and agree that non-compliance with this provision will entitle the other party to terminate the Agreement in accordance with paragraph 5 above in addition to any other remedies available at law. Notwithstanding the foregoing, the Corporation may disclose the existence of and content of this Agreement if the Corporation reasonably deems such disclosure necessary to comply with applicable law.

 

7. Consultant’s Covenants, Representations, Warranties and Obligations

The Consultant covenants and agrees that it shall, during the Term of the Agreement:

The Consultant acknowledges and agrees that all such activities carried on by the Consultant shall comply with all applicable laws and regulations.

8. Non-Exclusive Services by Consultant

The Consultant shall devote such of its time and effort as may be necessary to discharge the Consultant’s duties as outlined hereunder, and shall not be restricted from engaging in other activities during the Term of this Agreement. The Corporation specifically acknowledges and agrees that the Consultant is presently engaged in (and/or may in the future and during the Term of this Agreement provide) other business activities of a similar or different nature to those provided for in this Agreement with other clients and that it will continue to deliver (and/or make available) such services during the Term of this Agreement.

9. Disclaimer by Consultant;

(a) The Consultant makes no representation to the Corporation or others that:

(b)	The Consultant has advised the Corporation, and the Corporation acknowledges and understands that the Consultant:

10. Limitation on use of Non-Public Information by Consultant

The Corporation acknowledges and agrees that it is the responsibility of the Corporation to comply with the disclosure obligations of companies with publicly traded securities in the United States of America and to obtain counsel as to what information shall be disclosed publicly or to the Consultant. However, the Consultant acknowledges that in its capacity as a consultant for the Corporation, it may obtain confidential information about the Corporation’s business, affairs or financial condition, which the Corporation does not wish to make available generally to the investor public. The Consultant therefore agrees not to include any information which is not generally available to the investor public (whether such information is made available through press releases or otherwise) in any materials published or disseminated by the Consultant without first obtaining the Corporation’s prior written consent. For greater clarity, the Consultant shall be free to disseminate and/or publish any and all information relating to the Corporation which is generally available to the investor public…

 

11. INDEMNIFICATION FOR SECURITIES LAWS VIOLATIONS

The Corporation agrees to indemnify and hold harmless the Consultant and each officer, director and controlling person of the Consultant against any losses, claims, damages, liabilities and/or expenses (including any legal or other expenses reasonably incurred in investigating or defending any action or claim in respect thereof) to which the Consultant or such officer, director or controlling person may become subject under the Securities Act of 1933 as amended or the Securities Exchange Act of 1934 as amended, because of actions of the Corporation or its agent, the Corporation’s material publicly available to the Consultant, or materials provided to Consultant by Corporation for use by Consultant in its performance under this Agreement.

The Consultant agrees to indemnify and hold harmless the Corporation and each officer, director and controlling person of the Corporation against any losses, claims, damages, liabilities and/or expenses (including any legal or other expenses reasonably incurred in investigating or defending any action or claim in respect thereof) to which the Corporation or such officer, director or controlling person may become subject under the Securities Act of 1933 as amended or the Securities Exchange Act of 1934 as amended, because of actions of the Consultant or its agent in violation of the terms of this Agreement and applicable securities laws, provided that this indemnity shall not apply insofar as the losses, claims, liabilities and/or expenses result from material made publicly available by the Corporation, or materials provided to Consultant by Corporation for use by Consultant in its performance under this Agreement.

In no event shall the Consultant be liable to the Corporation, or any officer, director or controlling person thereof, for or be required to indemnify the Corporation, or any officer, director or controlling person thereof, for an amount greater than the amount of the compensation earned by the Consultant under this Agreement up to the date of the breach, except to the extent (if any) that the Corporation’s, or officer’s, director’s or controlling person’s losses, costs, damages, expenses or liabilities arise from the gross negligence or willful misconduct of the Consultant.

13. Corporation’s Covenants, Representations, Warranties and Obligations

The Corporation

(d)

shall make reasonable efforts to cooperate on a timely basis with the Consultant to enable the Consultant to perform its duties and obligations under this Agreement;

(e)

warrants and represents that to the extent necessary the execution and performance of this Agreement by the Corporation has been duly authorized by the Board of Directors of Corporation in accordance with applicable law, and, to the extent required, by the, requisite number of shareholders of Corporation;

(f)

warrants and represents that the performance by the Corporation of this Agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or bylaws of the Corporation or any existing contractual obligation by which Corporation is bound;

(g)

shall, if required by the Consultant, review materials submitted to it by the Consultant in a timely manner, and shall inform the Consultant of any material inaccuracies contained therein within a reasonable time prior to the projected or known publication or dissemination date;

14. Further Assurances

Each of the Parties covenants that they will do all such acts and execute all such further documents, consents and authorizations, and the like, and will cause the doing of all such acts and will cause the execution of all such further documents as are within its power to cause the doing or execution of, all as may be reasonably required to consummate the transactions contemplated under this Agreement, and/or as may be reasonably necessary or desirable to effect the purpose of this Agreement and to carry out the provisions herein, and/or as may be reasonably required to better or more properly or fully evidence or give effect to the transactions contemplated under this Agreement.

15. Notices

Any notice, communication, payment or demand required or permitted to be given or made hereunder (hereinafter a “Notice”) shall be sufficiently given or made for all purposes if delivered personally to the Party or to an officer of the Party to whom the same is directed or if sent by certified first class mail within, postage prepaid, return receipt requested, or if transmitted by telecommunications facilities, at the addresses as set forth below, namely:

if to the Consultant: Bristol Investor Relations, a division of

Bristol Capital Ltd.

47 Vivaldi Drive

Thornhill, Ontario L4J 8Z5

Fax No. (905) 326-1888

Attention: Glen Akselro d

if to the Corporation: BrandPartners Group, Inc.

10 Main Street

Rochester, NH 03839

Phone: (603) 335-1400

Attention: James Brooks

All such Notices shall be deemed to have been received when delivered or transmitted, or, if mailed, on the day actually delivered.

 

16. Governing Law

This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of New York, without giving effect to the principles of conflict of laws .

 

17. Dispute Resolution

Any disputes between the Parties arising out of, connected to, or relating to this Agreement and its formation, breach, performance, interpretation and application shall be settled by arbitration in accordance with the applicable rules of the arbitration laws of the State of New York. Judgment on the award of the board of arbitrators may be entered in any court having jurisdiction thereof in accordance with the laws of the State of New York..

 

18. Independent Legal Advice

The Parties each acknowledge having obtained their own independent legal advice with respect to the terms of this Agreement prior to its execution.

19. Waiver

No waiver by any Party of a breach of any of the covenants, conditions and provisions herein contained shall be effective or binding upon such Party unless the same shall be expressed in writing and any waiver so expressed shall not limit or affect such Party's rights with respect to any other future breach. No other course of dealing between the Parties or any delay in exercising any rights hereunder will operate as a waiver of any rights of either Party under this Agreement.

20. Headings

The headings of the sections of this Agreement are inserted for convenience only and do not constitute part of this Agreement.

 

21. Successors and Assigns

This Agreement shall be binding upon and enure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors and assigns. This Agreement is not assignable by either Party without the express prior written consent of the other Party.

 

22. Gender and Number

All words and personal pronouns relating thereto shall be read and construed as the number and gender of the Party or Parties referred to in each case require and the verb shall be construed as agreeing with the required word and pronoun.

 

23. Severability

If any covenant or provision contained herein is determined to be, in whole or in part, invalid or unenforceable by reason of any rule of law or public policy, such invalidity or unenforceability shall not affect the validity or enforceability of any other covenant or provision contained herein and, in the case of partial invalidity or unenforceability of a covenant or provision, such partial invalidity or unenforceability shall not affect the validity or enforceability of the remainder of such covenant or provision, and such invalid or unenforceable covenant or provision or portion thereof, as the case may be, shall be severable from the remainder of this Agreement.

 

24. Final Agreement and Amendments

This Agreement expresses the final agreement among the Parties hereto with respect to all matters herein and no representations, inducements, promises or agreements or otherwise among the Parties not embodied herein shall be of any force and effect. This Agreement shall not be altered, amended or qualified except by a memorandum in writing, signed by all of the Parties hereto, and any alteration, amendment or qualification thereof shall be null and void and shall not be binding upon any such Party unless made and recorded as aforesaid.

 

25. Execution in Counterparts and Fascimile

This Agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same instrument. In addition, the fully executed faxed version of this Agreement shall be construed by all parties hereto as an original version of the said Agreement.

IN WITNESS WHEREOF the parties have affixed their respective corporate seals, attested by the hands of their respective officers duly authorized in that behalf as of the date first written above.

SIGNED, SEALED AND DELIVERED	)
In the presence of:	)	BRISTOL INVESTOR RELATIONS, a
	)	division of BRISTOL CAPITAL LTD.
	)
	)
[witnesses]	)	Per: ___________________
	)	Name: Glen Akselrod
	)	Title: President
	)	I have authority to bind the Corporation
	)
	)
	)	BrandPartners Group, Inc.
	)
	)
	)	Per: _____________________
	)
	)	Name: James Brooks
	)	Title: Chief Executive Officer and Director
	)	I have authority to bind the Corporation