BRANDPARTNERS GROUP INC
PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>y65757exv10w3.txt
<DESCRIPTION>PROMISSORY NOTE
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                                                                    EXHIBIT 10.3

                                 PROMISSORY NOTE

$1,550,000                                                      October 31, 2002

         FOR VALUE RECEIVED, the undersigned, iMapData.com, Inc., a Delaware
corporation ("Maker"), hereby promises to pay to the order of BrandPartners
Group, Inc., a Delaware corporation ("Holder"), as the Holder of this Promissory
Note (this "Note"), the principal sum of One Million Five Hundred Fifty Thousand
Dollars ($1,550,000), without interest, in accordance with the terms and
provisions of this Note.

         1. Interest; Payments. This Note shall be without interest. The
outstanding principal balance of this Note shall be due and payable on November
21, 2002 (the "Maturity Date"). This Note can be prepaid at anytime by Maker
without penalty.

         2. Events of Default. Each of the following shall constitute an Event
of Default hereunder: (a) Maker's failure to pay the entire outstanding
principal balance hereunder on or before the Maturity Date or (b) any default by
Maker under that certain Pledge and Escrow Agreement, dated as of even date
herewith, between the Maker and the Holder (the "Pledge Agreement").

         3. Remedies. Upon the occurrence of an Event of Default, Holder may
avail itself of any legal or equitable rights which Holder may have at law or in
equity or under this Note, the Pledge Agreement or the Stock Redemption
Agreement (as herein defined).

         4. Governing Law. The provisions of this Note shall be governed and
construed according to the law of the State of Delaware, without giving effect
to its conflicts of laws provisions.

         5. Expenses of Collection. If this Note is referred to any attorney for
collection, whether or not suit has been filed or any action instituted or taken
to enforce or collect under this Note, Maker shall pay all of Holder's
reasonable costs, fees (including reasonable attorneys' and paralegals' fees)
and expenses in connection with such referral.

         6. Security. Payment of the indebtedness evidenced by this Note is
secured by the Pledge Agreement.


         7. Notices.

                  (a) All notices hereunder shall be in writing and shall be
deemed to have been effectively given (i) upon hand delivery, with receipt
therefor, (ii) one (1) business day after deposit with a nationally recognized
overnight courier, with receipt therefor, and (iii) three (3) business days
after having been sent by certified or registered mail, postage prepaid, return
receipt requested, as follows:


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         Maker:                     iMapData.com, Inc.
                                    1615 L Street, N.W., Suite 540
                                    Washington, D.C.  20036
                                    Attn:  Chief Executive Officer

         With copy to:              Venable, Baetjer, Howard & Civiletti, LLP
                                    1201 New York Avenue, N.W.
                                    Suite 1000 Washington, D.C.
                                    20005-3917
                                    Attn:  Robert Gottlieb, Esquire

         If to Holder:              BrandPartners Group, Inc.
                                    777 Third Avenue, 30th Floor
                                    New York, New York  10017
                                    Attn:  Edward T. Stolarski, CEO

         With copy to:              Modlin Haftel & Nathan, LLP
                                    777 Third Avenue, 30th Floor
                                    New York, New York  10017
                                    Attn:  Charles M. Modlin

                  (b) Any of the foregoing persons may change the address to
which notices are to be delivered to it hereunder by giving written notice to
the others as provided in this Paragraph 7.

         8. Severability. In the event that any one or more of the provisions of
this Note shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Note, and this Note shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.

         9. Captions. The captions herein are for convenience of reference only
and in no way define or limit the scope or content of this Note or in any way
affect its provisions.

         10. Time of the Essence. It is expressly agreed that time is of the
essence in the performance of the obligations set forth in this Note.

         11. Assignment. Holder may not assign this Note to any person or entity
without the consent of the Maker. Maker shall not assign this Note without the
prior written consent of Holder. This Agreement shall be fully binding upon,
inure to the benefit of and be enforceable by the parties hereto and their
respective successors and permitted assigns.

         12. Offset. In the event Holder shall be in breach of any
representation, warranty, covenant or shall have an indemnification obligation
to Maker under that certain Stock Redemption Agreement, dated as of even date
herewith, between Maker and Holder (the "Stock Redemption Agreement"), Maker
shall be entitled to seek satisfaction of any damages resulting



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from such breach or any indemnification obligation through an offset against the
principal amount of this Note in accordance with the Stock Redemption Agreement.

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         IN WITNESS WHEREOF, Maker has executed this Promissory Note under seal
on the date first written above.

                                    MAKER:

                                    IMAPDATA.COM., INC., a Delaware corporation

                                    By: /s/ William Lilley, III
                                        ----------------------------------------
                                    Name:   William Lilley, III
                                    Title:  Chairman and Chief Executive Officer


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