BRANDPARTNERS GROUP INC
EIGHTH AMENDMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>e16242ex10_2.txt
<DESCRIPTION>EIGHTH AMENDMENT
<TEXT>
                                                                    Exhibit 10.2

                                EIGHTH AMENDMENT

      THIS EIGHTH AMENDMENT ("Agreement") is dated as of September 29, 2003
between Fleet Capital Corporation ("Lender") and Willey Brothers, Inc.,
("Borrower") and BrandPartners Group, Inc. ("Guarantor") (Borrower and Guarantor
are at times referred to herein as "Obligor").

                                    RECITALS

      WHEREAS, Borrower is engaged in the business of providing fixture sales,
creative services, branch planning and development to the financial services
industry, and related businesses;

      WHEREAS, Guarantor owns all or substantially all of the stock of Borrower,
and would directly benefit and gain from any accommodation made by Lender to
Borrower;

      WHEREAS, Lender has extended certain credit facilities to Borrower
including pursuant to that certain Loan and Security Agreement dated January 11,
2001 (the "Loan Agreement"), including as amended by that certain Amendment and
Waiver dated May 21, 2001 (the "First Amendment"), that certain Second Amendment
and Waiver Agreement dated October 22, 2001 (the "Second Amendment"), that
certain Third Amendment and Waiver Agreement dated March 29, 2002 (the "Third
Amendment"), that certain Fourth Amendment dated as of September 25, 2002 (the
"Fourth Amendment"), that certain Fifth Amendment dated as of December 20, 2002
(as amended by that certain letter agreement dated February 12, 2003, the "Fifth
Amendment") that certain Sixth Amendment dated as of March 18, 2003 (the "Sixth
Amendment") and that certain Seventh Amendment dated as of August 21, 2003 (the
"Seventh Amendment") and as collateral security therefor, Borrower has granted
to Lender liens on and security interests in all or substantially all of its
real and personal property (collectively, the "Collateral");

      WHEREAS, Guarantor has unconditionally and fully guarantied the full
payment and performance of all Borrower's obligations to Lender;

      WHEREAS, Borrower has requested that the Lender amend the Loan Agreement
in certain respects as specified herein, and Guarantor has joined in Borrower's
request; and

      WHEREAS, Lender is willing to amend certain provisions of the Loan
Agreement, but only on the terms and conditions set forth in this Agreement;

      NOW, THEREFORE, based on these premises, and in consideration of the
mutual promises contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Borrower, Guarantor
and Lender hereby agree as follows:

      1. Accuracy of Recitals. Borrower and Guarantor acknowledge and agree that
the foregoing Recitals are true and accurate.


                                                                               1
<PAGE>

      2. Definitions. Capitalized terms not otherwise defined herein shall be as
defined in the Loan Agreement.

      3. Acknowledgement of Obligations.

            3.1 By Borrower. Borrower hereby acknowledges that it is
unconditionally liable to Lender for the full payment of each of the obligations
set forth at Schedule A hereto and incorporated herein by reference, plus all
charges that may arise under the various documents executed or delivered by
Borrower evidencing or relating to such obligations including, without
limitation, the Loan Agreement, as amended by the First Amendment, the Second
Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the
Sixth Amendment and the Seventh Amendment (collectively, the "Financing
Documents"), plus all attorneys' fees and costs of collection incurred in
connection with such obligations by Lender (hereinafter all such obligations are
referred to as the "Obligations"), and that, as of the date hereof, Borrower has
no defenses, counterclaims or set-offs with respect to the full and immediate
payment of any or all Obligations.

            3.2 By Guarantor. Guarantor hereby acknowledges that it is
unconditionally liable to Lender for the full payment of all Obligations, and
that, as of the date hereof, Guarantor has no defenses, counterclaims or
set-offs with respect to full and immediate payment of any or all obligations.

      4. Revolving Credit Loans. Lender agrees to continue to make Revolving
Credit Loans up to but not to exceed $6,000,000 subject to the terms and
conditions of the Loan Agreement, as amended.

      5. Permanent Reduction of Term Loan. Notwithstanding anything contained in
the Loan Agreement to the contrary, commencing on October 6, 2003 and continuing
on each Monday thereafter through and including the Termination Date, Borrower
shall pay $46,000 to Lender in immediately available funds as a mandatory
prepayment and permanent reduction of the Term Loan. All amounts paid by
Borrower to Lender in accordance with this Section and Section 9(c) below may
not be re-borrowed.

      6. Amendment Fee. Borrower acknowledges that, pursuant to the Seventh
Amendment Borrower remains liable to the Lender for the outstanding balance of
the fully earned amendment fee in the amount of $580,000 (the "Amendment fee").
Such Amendment Fee shall be payable by Borrower to Lender on December 1, 2003.

      7. Amendment to Loan Agreement. Section 4.1 of the Loan Agreement is
deleted in its entirety and replaced with the following:

            "Term of Agreement. Subject to Lender's right to cease making Loans
            to Borrower upon or after the occurrence of any Default or Event of
            Default, this Agreement shall be in effect through and including
            December 1, 2003 (the "Original Term") or unless terminated as
            provided in Section 4.2 hereof (such final date being the
            "Termination Date").


                                                                               2
<PAGE>

      8. Covenants. Notwithstanding anything to the contrary contained in the
Loan Agreement or the Financing Documents, from and after the date hereof,
Borrower covenants that:

            8.1 Minimum Availability. Borrower, at all times, shall maintain
availability of not less than $300,000. "Availability" means $6,000,000 minus
(a) the amount of outstanding Revolving Credit Loans and (b) Reserves (as
defined and determined pursuant to Section 1.1.1 of the Loan Agreement).

            8.2 Subordinated Debt Payments. From and after the date hereof, the
Obligor agrees that effective as of the date of this Agreement and continuing
through and until all of the Obligations are repaid in full in cash (including,
without limitation, all Lender's fees and expenses), the Obligor shall not make
any payments of principal and/or interest on account of the Seller Notes, the
Earn-Out (as defined in the Purchase Documents), the Subordinated Notes and/or
Management Fees.

            8.2 Overadvances. From and after the date hereof, Borrower shall not
request and the Lender shall have no obligation to make any Overadvance and
Borrower shall not permit any Overadvance to be outstanding. Failure to comply
with the foregoing shall constitute an Event of Default under this Agreement and
the Financing Documents without any notice or grace whatsoever.

            8.3 Field Exam. Notwithstanding anything in the Loan Agreement to
the contrary, the Borrower and the Guarantor each hereby agrees that it shall
cooperate with, and shall cause its respective Subsidiaries and Affiliates to
cooperate with, the Lender and its retained professionals, if any, in connection
with conducting a field exam of any and all Property held or owned by the
Borrower and the Guarantor or in which the Borrower or Guarantor may have an
interest. In addition, the Borrower and Guarantor hereby agrees that the Lender
and its retained professionals, if any, may visit, inspect and audit such
Property, make extracts from any books and records or discuss with Borrower's
and Guarantor's officers, employees and independent accountants, the business,
assets, liabilities, financial condition, business prospects and results of
operations of the Borrower and Guarantor.

            8.4 Bank Accounts. The Borrower shall, on or before October 15,
2003, deliver to the Lender a list of all bank accounts maintained by the
Borrower and the Guarantor, in form and substance satisfactory to the Lender.

            8.5 Financial Reporting. The Borrower hereby agrees to deliver to
the Lender, on or before Wednesday of each week, beginning on Wednesday, October
1, 2003, (a) a thirteen week rolling cash flow forecast in respect of the
Borrower, which shall detail all sources and uses of cash on a weekly basis and
(b) a detailed reconciliation analysis of actual results compared to projected
results for the prior month delivered monthly;

            8.6 Financial Projections. Borrower will deliver to Lender detailed
financial projections for the remainder of calendar year 2003 and for calendar
year 2004 which shall


                                                                               3
<PAGE>

include, but not be limited to, a balance sheet, income statement, and statement
of cash flows on a monthly and quarterly basis, delivered to the Lender on or
before November 3, 2003.

      9. Conditions Precedent. Lender's obligation to enter into this Agreement
and perform its obligations hereunder is subject to the condition precedent that
the Lender shall have received the following documents and other items,
satisfactory to Lender, duly executed where appropriate by authorized
representatives of Borrower (notwithstanding the foregoing, Lender immediately
shall be entitled and shall continue to be entitled to any and all benefits of
this Agreement):

            (a)   this Agreement; and

            (b)   evidence that the execution, delivery and performance of this
                  Agreement by Borrower has been duly authorized by all
                  necessary corporate action; and

            (c)   payment of $250,000.00 on or before October 1, 2003 which is
                  due, and will be applied, pursuant to Section 3.2.1(b) of the
                  Loan Agreement.

      10. Covenants, Representations and Warranties. Obligor hereby makes the
following covenants, representations and warranties:

            10.1 Authority. Obligor is duly organized, validly existing, and in
good standing under the laws of the jurisdiction of its incorporation and in
each jurisdiction where Obligor is required to be qualified to do business.
Obligor is duly authorized to enter into, and perform its obligations under,
this Agreement and the agreements, instruments and documents contemplated
hereby. The execution, delivery and performance by Obligor of this Agreement
will not violate Obligor's charter or bylaws, any law or any provision of, nor
are there any grounds for acceleration under, any agreement, note, or instrument
which is binding upon Obligor.

            10.2 No Misrepresentations. Without limiting any rights or remedies
Lender may have under law or in equity, Obligor agrees that all statements and
information provided by Obligor to Lender pursuant to, or in connection with,
this Agreement or the negotiations leading to this Agreement, have been and are
true, complete and correct in all material respects, and none of the same
contain any omissions of any fact or matter necessary to keep the statements and
information therein from being misleading.

            10.3 Indemnity. Without limiting any rights or remedies Lender may
have under law or in equity, Obligor agrees to indemnify and hold Lender
harmless from and against any and all losses, debts, damages, liabilities,
claims, demands, actions, causes of action, lawsuits, penalties, judgments,
costs and expenses (including, without limitation, attorneys' fees of counsel of
Lender's choice), of every nature and description, which Lender may sustain or
incur, based upon, arising out of, or in any way relating to this Agreement and
/ or any of the other Financing Documents.


                                                                               4
<PAGE>

      11. Release of Claims

            11.1. By Borrower. Borrower hereby releases, waives and forever
relinquishes all claims, demands, obligations, liabilities and causes of action
of whatever kind or nature, whether known or unknown, which it has, may have, or
might assert now or in the future against Lender and/or its participants,
officers, directors, employees, agents, attorneys, accountants, consultants,
successors and assigns, directly or indirectly, arising out of, based upon, or
in any manner connected with (i) any transaction, event, circumstance, action,
failure to act or occurrence of any sort or type, whether known or unknown,
prior to the execution of this Agreement with respect to the Obligations, the
Financing Documents and/or the administration thereof or the obligations created
thereby; (ii) any discussions, commitments, negotiations, conversations or
communications with respect to the refinancing, restructuring or collection of
any Obligations prior to the execution of this Agreement; or (iii) any thing or
matter related to any of the foregoing. The inclusion of this paragraph in this
Agreement, and the execution of this Agreement by Lender, does not constitute an
acknowledgment or admission by any Lender of liability for any matter, or a
precedent upon which liability may be asserted.

            11.2 By Guarantor. Guarantor hereby releases, waives and forever
relinquishes all claims, demands, obligations, liabilities and causes of action
of whatever kind or nature, whether known or unknown, which it has, may have, or
might assert now or in the future against Lender and/or its participants,
officers, directors, employees, agents, attorneys, accountants, consultants,
successors and assigns, directly or indirectly, arising out of, based upon, or
in any manner connected with (i) any transaction, event, circumstance, action,
failure to act or occurrence of any sort or type, whether known or unknown,
prior to the execution of this Agreement with respect to the Obligations, the
Financing Documents and/or the administration thereof or the obligations created
thereby; (ii) any discussions, commitments, negotiations, conversations or
communications with respect to the refinancing, restructuring or collection of
any obligations prior to the execution of this Agreement; or (iii) any thing or
matter related to any of the foregoing. The inclusion of this paragraph in this
Agreement, and the execution of this Agreement by Lender, does not constitute an
acknowledgement or admission by any Lender of liability for any matter, or a
precedent upon which liability may be asserted.

      12. General Provisions.

            12.1 Integration; Amendment; Waivers. This Agreement and the
Financing Documents set forth in full all of the terms of the agreement between
the parties and are intended as the full, complete and exclusive contract
governing the relationship between the parties, superseding all other
discussions, promises, representations, warranties, agreements and the
understandings between the parties with respect thereto. Borrower agrees that
the failure of any Obligor in the performance of any terms or conditions of this
Agreement shall constitute an Event of Default under the Financing Documents
(with no notice or grace whatsoever, notwithstanding anything to the contrary in
the Financing Documents). Obligor acknowledges and agrees that each and every
Event of Default shall be of equal weight and significance, and equally and
fully shall allow Lender to exercise its rights and remedies hereunder. Obligor
acknowledges and agrees that each such Event of Default has been a material
inducement for Lender to enter into this Agreement and that Lender would be
irreparably harmed if Lender, in


                                                                               5
<PAGE>

any way, were unable to exercise its rights and remedies on the basis that
certain Events of Default (for example, Events of Default not relating to
payment) were of less weight or significance than certain other Events of
Default (for example, Events of Default relating to payment). No term of this
Agreement or the Financing Documents may be modified or amended, nor may any
rights thereunder be waived, except in a writing signed by the party against
whom enforcement of the modification, amendment or waiver is sought. Any waiver
of any condition in, or breach of, any of the foregoing in a particular instance
shall not operate as a waiver of other or subsequent conditions or breaches of
the same or a different kind. Lender's exercise or failure to exercise any
rights under any of the foregoing in a particular instance shall not operate as
a waiver of its right to exercise the same or different rights in subsequent
instances. Except as expressly provided to the contrary in this Agreement, or in
another written agreement, all the terms, conditions, and provisions of the
Financing Documents shall continue in full force and effect. If in this
Agreement's description of an agreement between the parties, rights and remedies
of Lender or obligations of Borrower are described which also exist under the
terms of the other Financing Documents, the fact that this Agreement may omit or
contain a briefer description of any rights, remedies and obligations shall not
be deemed to limit any of such rights, remedies and obligations contained in the
other Financing Documents. In the event that there shall be any inconsistency
between any provisions of this Agreement and a provision set forth in any other
Financing Document, the provision most favorable to Lender and the most
restrictive as to Obligor shall govern.

            12.2 Payment of Expenses. Without limiting the terms of the
Financing Documents, Borrower shall pay all costs and expenses incurred by or on
behalf of Lender (including reasonable attorneys' fees and expenses) arising
under or in connection with this Agreement or the Financing Documents, including
without limitation, in connection with (i) the negotiation, preparation,
execution and delivery of this Agreement and the Financing Documents, and any
and all consents, waivers or other documents or instruments relating thereto,
(ii) the filing and recording of any Financing Documents and any other documents
or instruments or further assurances filed or recorded in connection with any
Loan Document, (iii) any other action required in the course of administration
hereof, including, but not limited to, all fees and expenses arising out of any
audits, appraisals, and inspections, and (iv) the defense or enforcement of the
Financing Documents, whether or not there is any litigation between the parties.
All costs and expenses shall be added to the Obligations, as Lender shall
determine, and shall earn interest at the highest rate provided for under the
Financing Documents.

            12.3 No Third Party Beneficiaries. This Agreement does not create,
and shall not be construed as creating, any rights enforceable by any person not
a party to this Agreement.

            12.4 Reference to "Obligor". All references to "Obligor" in this
Agreement shall mean each and all Obligors (whether Obligor is a natural person
or a legal entity, and regardless of the use of the word "it" or similar term to
refer to Obligor), except where the context otherwise requires. Each promise,
agreement, representation, warranty and covenant made by Obligor herein is made
and given by each Obligor, jointly and severally, and all rights of Obligor
hereunder are enjoyed with respect to each Obligor, except as expressly set
forth herein.


                                                                               6
<PAGE>

            12.5 Separability. If any provision of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal or unenforceable, the
remaining provisions of this Agreement shall nevertheless remain in full force
and effect.

            12.6 Counterparts. This Agreement may be executed in any number of
counterparts, which together shall constitute one and the same agreement.

            12.7 Time of Essence. Time is of the essence in each of the
obligations of Obligor and with respect to all conditions to be satisfied by
Obligor.

            12.8 Statute of Limitations. Obligor waives the benefit of all
statute(s) of limitations in any action or proceeding based upon or arising out
of this Agreement or the other Financing Documents.

            12.9 Construction; Voluntary Agreement; Representation by Counsel.
This Agreement has been prepared through the joint efforts of all the parties.
Neither its provisions nor any alleged ambiguity shall be interpreted or
resolved against any party on the ground that such party's counsel was the
draftsman of this Agreement. Each of the parties declares that such party has
carefully read this Agreement and the agreements, documents and instruments
being entered into in connection herewith and that such party knows the contents
thereof and sign the same freely and voluntarily. The parties hereto acknowledge
that they have been represented in negotiations for and preparation of this
Agreement and the agreements, documents and instrument being entered into in
connection herewith by legal counsel of their own choosing, and that each of
them has read the same and had their contents fully explained by such counsel
and is fully aware of their contents and legal effect.

            12.10 Governing law; Forum Selection. This Agreement has been
entered into and shall be governed by the laws of the State of New York. As a
material part of the consideration to the parties for entering into this
Agreement, each party (i) agrees that, at the option of the Lender, all actions
and proceedings based upon, arising out of or relating in any way directly or
indirectly to, this Agreement, or the Financing Documents, shall be litigated
exclusively in the state courts of the State of New York or, at Lender's option,
the United States District Court for the Southern District of New York; (ii)
consents to the jurisdiction of any such courts and consent to the service of
process in any such action or proceeding (whether or not litigated in courts
located in the State of New York or the United States District Court for he
Southern District of New York) by personal delivery or any other method
permitted by law; and (iii) waives any and all rights to transfer or to change
the venue of any such action or proceeding to any court located outside the
courts of the State of New York or the United States District Court for the
Southern District of New York.

            12.11 Further Assurances. Obligor agrees to take all further actions
and execute all further documents as Lender may from time to time reasonably
request to carry out the transactions contemplated by this Agreement.

            12.12 Notices. All notices, requests and demands to or upon the
respective parties hereto shall be given in accordance with the Financing
Documents.


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<PAGE>

            12.13 Mutual Waiver of Right to Jury Trial. LENDER AND OBLIGOR EACH
HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON,
ARISING OUT OF, OR IN ANY WAY RELATING TO: (I) THIS AGREEMENT, OR ANY OF THE
AGREEMENTS, INSTRUMENTS OR DOCUMENTS REFERRED TO HEREIN; OR (II) ANY OTHER
PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN OR AMONG THEM; OR (III) ANY
CONDUCT, ACTS OR OMISSIONS OF LENDER OR OBLIGOR OR ANY OF THEIR DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH
THEM; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE.

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the date first
written above.

FLEET CAPITAL CORPORATION                   WILLEY BROTHERS, INC.

By:    /s/ Vincent J. Pitts                 By:    James F. Brooks
       -----------------------------               -----------------------------
Name:  Vincent J. Pitts                     Name:  James F. Brooks

Title: Vice President                       Title: Chief Operating Officer


                                            BRANDPARTNERS GROUP, INC.

                                            By:    /s/  Sharon Burd
                                                   -----------------------------
                                            Name:  Sharon Burd

                                            Title: Chief Financial Officer


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<PAGE>

                                   SCHEDULE A

                            (Schedule of Obligations)

      As of close of business on September 29, 2003, the Obligations outstanding
with respect to the Loans were as follows:

Loan                            Principal Balance

A.  $6,000,000 Revolving        $5,029,933.07
    Credit Loan
B.  $8,000,000 Term Loan        $1,389,045.40

Plus, as to each Loan, any and all interest, expenses, fees, costs and other
charges accrued and accruing under the Financing Documents or this Agreement.


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</DOCUMENT>
