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

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

CORPORATE MEZZANINE II, L.P., a British Virgin Islands limited partnership ("CMII").

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

Maximum Total Debt to EBITDA

Minimum EBITDA

Omitted.

Minimum Fully Loaded Fixed Charge Coverage Ratio

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:

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;

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

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.

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.

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.

Successors and Assigns. The Agreement shall inure to the benefit of and be binding upon the parties hereto and their successors and assigns.

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.

Headings. The headings in this Amendment are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

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.

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. 

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.

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.

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.

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