BRANDPARTNERS GROUP INC
EMPLOYEE STOCK OPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>8
<FILENAME>e16242ex10_5.txt
<DESCRIPTION>EMPLOYEE STOCK OPTION AGREEMENT
<TEXT>
                                                                    Exhibit 10.5

                            BRANDPARTNERS GROUP, INC.

                         EMPLOYEE STOCK OPTION AGREEMENT

      OPTION AGREEMENT, made as of October 2, 2003, between BrandPartners Group,
Inc., a Delaware  Corporation  (hereinafter  referred to as the  "Company")  and
James F.  Brooks,  an  employee  of the  Company  or one or more of its  Related
Companies (hereinafter called the "Employee").

      The  Company  has  adopted  the 2001  Stock  Incentive  Plan  (hereinafter
referred  to as the  "Plan") to  encourage  key  employees  and  officers of the
Company and its Related  Companies to become  stockholders  of the Company or to
increase their  stockholdings in the Company.  All capitalized terms used herein
without definition are used as defined in the Plan.

      NOW,  THEREFORE,  for other good and valuable  consideration,  the parties
hereto have agreed and do hereby agree as follows:

      1. GRANT OF OPTIONS. The Company hereby grants to the Employee pursuant to
the Plan the right and  option  (hereinafter  referred  to as the  "Option")  to
purchase  from the Company all or any part of an aggregate of 175,000  shares of
the common  stock of the  Company,  $.01 par value  (hereinafter  referred to as
"Common Stock"), on the terms and conditions set forth in this Agreement and the
Plan,  such  number of shares of Common  Stock to be  subject to  adjustment  as
provided in paragraph 8 hereof.

      2. PURCHASE  PRICE.  The purchase  price  (hereinafter  referred to as the
"Option  Price") of the shares of Common  Stock  covered by the Option  shall be
$0.26 per share, subject to adjustment as provided in paragraph 8 hereof.

      3.  TERM AND  EXERCISABILITY  OF  OPTION.  Unless  earlier  terminated  as
provided in paragraph 6 hereof,  the Option  granted  hereunder  shall expire on
October 1, 2008. Once the Option becomes exercisable, it may be exercised at any
time or from time to time prior to such  expiration  or  termination,  as to any
part of or all of the shares of Common Stock covered thereby; provided, however,
that if the Option is partially exercised,  it shall be done so in denominations
of 5,000 shares or more.  The Option shall become  exercisable  on and after the
following dates:

                                            Number of Shares
                      Date                  Becoming Exercisable

                      December 31, 2003           87,500
                      March 31, 2004              87,500
<PAGE>

The rights to exercise the Option shall be cumulative.  In the event of a Change
of Control of the Company  (as  defined in the Plan) the right to  exercise  the
Option shall be  accelerated  so that the Option may be exercised on the date of
the Change of Control.

      4. NONTRANSFERABILITY.  The Option shall not be assignable or transferable
other than by will or the laws of descent and distribution.  The Option shall be
exercisable  during the  lifetime  of the  Employee  only by the  Employee.  Any
attempted assignment,  transfer,  pledge,  hypothecation or other disposition of
the Option contrary to the provisions  hereof shall be null and void and without
effect.  Notwithstanding  the aforesaid,  except for Options that are "incentive
stock options" as defined in the Internal Revenue Code of 1986, as amended,  the
Options  may be  transferred  by the  Employee  to (i) the  spouse,  children or
grandchildren  of the optionee  ("Immediate  Family  Members"),  (ii) a trust or
trusts for the exclusive  benefit of such Immediate  Family Members,  or (iii) a
partnership  in which  such  Immediate  Family  Members  are the only  partners,
provided  that (x) there may be no  consideration  for any such transfer and (y)
subsequent transfers of the transferred Options shall be prohibited except those
by will or the laws of descent and distribution. Following transfer, the Options
shall continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer.

      5. NO GUARANTY OF EMPLOYMENT.  Nothing in this Agreement or the Plan shall
confer upon the  Employee any right to be continued in the employ of the Company
or any Related Company. Nothing in this Agreement or in the Plan shall limit the
right of the Company or any Related  Company to terminate the  employment of the
Employee  or to reduce or change  his or her  compensation  at any time and from
time to time.

      6.  DISABILITY  OF  EMPLOYEE.  In the  event  that  the  Employee  becomes
physically  disabled  while he or she is in the  employ  of the  Company  or any
Related Company,  then the right to exercise the Option shall accelerate and the
Employee  shall  have  the  right to  exercise  the  Option  in full  until  the
expiration date of the Option, if sooner.

      7. DEATH OF EMPLOYEE.  In the event of the death of the Employee  while he
or she is in the employ of the Company or any Related  Company (or within  three
months  subsequent to the termination of his or her  employment),  the Option or
unexercised  portion  thereof shall be  exercisable in full at any time prior to
the expiration  date of the Option,  in accordance with the terms of the Option,
but only by the  person or  persons  to whom such  Employee's  rights  under the
Option shall pass by the Employee's will or by laws of descent and  distribution
of the state of his or her domicile at the time of his or her death.


                                      -2-
<PAGE>

      8. ADJUSTMENTS. In the event of any merger, reorganization, consolidation,
sale of substantially  all assets,  recapitalization,  reclassification,  Common
Stock dividend, Common Stock split, spin-off, split-up, split-off,  distribution
of assets or other  change in  corporate  structure  affecting  the Common Stock
after the date hereof,  an appropriate  substitution or adjustment shall be made
in the number of shares subject to the Option and to the Option Price; provided,
however,  that such  adjustment  shall not increase the  aggregate  value of the
Option,  no fractional  shares shall be issued,  and the aggregate  Option Price
shall be  appropriately  reduced on account of any fractional  shares.  Any such
adjustment shall be made by the Compensation Committee of the Board of Directors
of the Company or other committee administering the Plan (the "Committee"),  and
any such adjustment pursuant to this paragraph 8 shall be conclusive.

      9.  EXERCISE  OF  OPTION.  Subject  to the  terms and  conditions  of this
Agreement,  the Option may be exercised by written  notice to the Company at its
principal office which is now located at 777 Third Avenue,  Thirtieth Floor, New
York, New York 10017,  Attention:  Chief  Financial  Officer.  Such notice shall
state the election to exercise the Option and the number of shares in respect of
which it shall be  exercised,  and shall be signed by the  person or  persons so
exercising the Option. In the event that the Option shall be exercised  pursuant
to  paragraph 7 hereof by any person or persons  other than the  Employee,  such
notice shall be accompanied by appropriate  proof of the right of such person or
persons to exercise the Option, as may be reasonably required by the Company and
its counsel.  The notice of exercise shall be accompanied by payment of the full
purchase price of the shares being  purchased in cash or cash  equivalents.  The
certificate  or  certificates  for the shares as to which the Option  shall have
been so exercised  shall be  registered  in the name of the person or persons so
exercising the Option and shall be delivered,  as provided above, to or upon the
written  order  of the  person  or  persons  exercising  the  Option  as soon as
practicable  (except as otherwise  provided below in this paragraph 9) after the
due and proper  exercise of the Option.  The holder of the Option shall not have
any rights of a  stockholder  with  respect to the shares  covered by the Option
unless and until the certificate or certificates for such shares shall have been
issued  and  delivered  to  him  or  her.  It  is  expressly   understood  that,
notwithstanding  anything  contained in this Agreement to the contrary,  (1) the
time for the delivery of the  certificate or certificates of Common Stock may be
postponed  by the  Company  for such period as may be required by the Company to
comply with any listing  requirements of any national  securities exchange or to
comply with any  applicable  State or Federal law, and (2) the Company shall not
be obligated to sell,  issue or deliver any shares as to which the option or any
part  thereof  shall have been  exercised  unless  such  shares are at that time
effectively  registered or exempt from registration  under the Securities Act of
1933,  as amended.  All shares that shall be purchased  upon the exercise of the
Option as provided herein shall be fully paid and non-assessable.


                                      -3-
<PAGE>

      10. MISCELLANEOUS.  Notwithstanding  anything to the contrary contained in
this Agreement, the Option shall constitute,  to the extent permissible,  and be
subject to all applicable  provisions  relating to "incentive  stock options" as
defined in the Internal  Revenue Code of 1986,  as amended,  and in the event of
any conflict  between the terms of this Option and the  provisions of said Code,
then the provisions of said Code shall apply.

      The Committee has the authority to interpret the Plan and this  Agreement,
and to decide all questions of fact arising under them.  All  determinations  by
the Committee shall be final and binding on the Employee.

      IN WITNESS  WHEREOF,  the  Company has caused  this  Agreement  to be duly
executed by an officer thereof  thereunto duly authorized,  and the Employee has
hereunto set his or her hand, all as of the day and year first above written.

                                        BRANDPARTNERS GROUP, INC.

                                        By: /s/ Edward T. Stolarski
                                            ------------------------------------
                                            Edward T. Stolarski
                                            Chief Executive Officer

                                        /s/ James F. Brooks
                                        ----------------------------------------
                                        Employee


                                       -4-

</TEXT>
</DOCUMENT>
