BANKNORTH, N. A. COMMERCIAL LOAN AGREEMENT

BANKNORTH, N. A.

COMMERCIAL LOAN AGREEMENT

THIS COMMERCIAL LOAN AGREEMENT (this “Agreement”), is made as of the date set forth above, between the above-named borrowers, BRANDPARTNERS GROUP, INC., a Delaware corporation (“BPG”) and BRANDPARTNERS RETAIL, INC. (“BPR”), a New Hampshire corporation, each with executive offices at 10 Main Street, Rochester, New Hampshire 03839 (BPG and BPR being jointly, severally, and collectively, the “BORROWER”); GRAFICO INCORPORATED, a Delaware corporation, with executive offices at 10 Main Street, Rochester, New Hampshire 03839 (the “GUARANTOR”); and BANKNORTH, N. A., a national banking association with a business address of 5 Commerce Park North, Bedford, New Hampshire 03110 (the “BANK”). The BORROWER and GUARANTOR have requested for the BANK to extend a revolving line of credit loan and a term loan to the BORROWER, all pursuant to the terms and conditions of this Agreement and each of the other Loan Documents (as hereinafter defined). Each of the loans to the BORROWER as first described above, as the same may hereafter be renewed, replaced, amended, extended or increased, is hereinafter sometimes referred to individually as a “Loan” and collectively as the “Loans”. All of the Loans are, together with all other joint and several debts, liabilities and obligations of BORROWER to the BANK, direct or indirect, absolute or contingent, now existing or hereafter arising, including, but not limited to, the obligations of the BORROWER to BANK under agreements pertaining to any interest rate swap, cap, floor or hedging transaction, hereinafter sometimes collectively referred to as the “Obligations”. Each Loan is or shall be evidenced by a promissory note (individually a “Note” and collectively the “Notes”). GUARANTOR is a wholly-owned subsidiary of BPG and, in consideration of BANK extending the Loans to the BORROWER, shall unconditionally guaranty all of the Obligations of the BORROWER to the BANK. Each Loan of BORROWER and all of the other Obligations of BORROWER are and shall be secured pursuant to a Security Agreement of each BORROWER and GUARANTOR in favor of the BANK of near or even date herewith (collectively, the “Security Agreement”) and certain other Loan Documents. The BORROWER and GUARANTOR will execute in connection with this Agreement and may hereafter execute certain other documents, certificates and agreements, including documents pertaining to any interest rate swap, cap, floor, or hedging transaction, all of which are, together with this Agreement, the Notes, and the Security Agreement, and as all of the same may be hereafter amended, modified, replaced, revised, renewed, or extended, sometimes collectively referred to herein as the “Loan Documents”. Each Loan, whether now existing or hereafter arising, is made upon and subject to the terms and conditions set forth in the Note evidencing such Loan, the Security Agreement, the other Loan Documents, and this Agreement. The terms, conditions, representations, warranties, and covenants set forth in this Agreement are in addition to, and not in limitation of, the terms, conditions, representations, warranties, and covenants set forth in the other Loan Documents. In the event of any conflict between the terms, conditions, representations, warranties, and covenants contained in the Loan Documents, this Agreement shall control. All of the terms, conditions, representations, warranties, and covenants set forth in this Agreement and in the other Loan Documents, and all of the Obligations, shall apply to, be binding upon, and be deemed to be made by each BORROWER and GUARANTOR, jointly, severally, separately, and individually. For purposes of this Agreement and the Loan Documents and unless otherwise specifically defined, the term “material” where used as an adjective shall mean any transaction, loss, liability, value, consideration, matter, or amount which individually or in the aggregate exceeds $100,000.00; provided that any failure to pay the Loans or any of the other Obligations in whole or in part as and when due shall always be deemed “material” regardless of the dollar amount involved.

IN CONSIDERATION OF the Loans made or to be made by BANK to the BORROWER, and of all other Obligations of the BORROWER to the BANK,   BORROWER, GUARANTOR, and BANK hereby agree as follows:

I. REVOLVING LINE OF CREDIT LOAN. The Revolving Line of Credit Loan first described above (the “Revolving Line of Credit Loan”) made available by the BANK to the BORROWER shall be upon and subject to the terms and conditions set forth in the Revolving Credit Promissory Note of near or even date herewith, evidencing such Loan (as the same may be hereafter amended, modified, revised, renewed, or extended, the “Revolving Line of Credit Note”), the other Loan Documents, and this Agreement.

A. Maximum Available Amount . The maximum amount available to the BORROWER from time to time under the Revolving Line of Credit Loan shall be Five Million Dollars ($5,000,000.00).

B. Advances . The Revolving Line of Credit Loan shall be disbursed, advanced, readvanced, and repaid as provided in the Revolving Line of Credit Note and this Agreement. Through and until the Revolving Line of Credit Maturity Date, BORROWER may request advances orally or in writing from time to time in accordance with such procedures as the BANK may from time to time specify in an amount such that the aggregate amounts outstanding under the Revolving Line of Credit Loan do not exceed the maximum available amount as set forth in Section I. A. above. The BANK shall be under no obligation to make any advance (automatic or otherwise) at any time or times during which an Event of Default has occurred and is existing under this Agreement or the Loan Documents, or if any condition exists which, if not cured, would with the passage of time or the giving of notice, or both, constitute such an Event of Default. At the time of each advance and readvance under the Revolving Line of Credit Loan, BORROWER shall immediately become indebted to the BANK for the amount thereof. Each such advance or readvance may be credited by the BANK to any deposit account of BORROWER with the BANK, be paid to BORROWER, or applied to any Obligation, as the BANK may in each instance elect. BORROWER authorizes the BANK to charge any account which BORROWER maintains with the BANK for any payments which BORROWER may or must make, or customarily makes, to the BANK from time to time.

C. Payment of Principal . The BORROWER shall make payments of principal under the Revolving Line of Credit Loan from time to time in such amounts as is required to maintain the outstanding principal thereunder at or below the maximum available amount set forth in Section I. A. above. THE ENTIRE AMOUNT OF OUTSTANDING PRINCIPAL, ACCRUED INTEREST AND OTHER CHARGES PAYABLE UNDER THE REVOLVING LINE OF CREDIT LOAN SHALL BE DUE AND PAYABLE IN FULL ON MAY 4, 2008 (the “Revolving Line of Credit Maturity Date”).

D. Interest Rate . The principal balance outstanding from time to time under the Revolving Line of Credit Loan shall bear interest in accordance with the provisions of Section III below and the Revolving Line of Credit Note. Interest shall be calculated and accrue daily on the basis of actual days elapsed over a three hundred sixty (360) day banking year.

E. Purposes . Amounts advanced and readvanced to BORROWER under the Revolving Line of Credit Loan shall be used initially to repay outstanding indebtedness of BORROWER to Fleet Capital Corporation (a Bank of America company) and Longview Fund, LP, and thereafter solely for BORROWER’s ordinary working capital needs.

F. Revolving Line of Credit Loan Management . Set forth on Schedule A are additional terms and conditions relating to the management of the Revolving Line of Credit Loan.

II. TERM LOAN. The Term Loan first described above (the “Term Loan”) in the principal amount of Two Million Dollars ($2,000,000.00) first described above made to BORROWER shall be upon and subject to the terms and conditions set forth in the Term Note of near or even date herewith made by BORROWER payable to the order of the BANK evidencing such Term Loan (“Term Loan Note”), the other Loan Documents and this Agreement. Proceeds of the Term Loan shall be used to repay outstanding indebtedness of BORROWER to Fleet Capital Corporation (a Bank of America company) and Longview Fund, LP. The Term Loan shall be repaid as set forth in the Term Loan Note and this Agreement. The principal balance outstanding under the Term Loan shall bear interest in accordance with the provisions of Section III below and the Term Loan Note. Interest shall be calculated and accrue daily on the basis of actual days elapsed over a three hundred sixty (360) day banking year.

“LIBOR” means, as to any LIBOR Advance, the rate per annum as determined on the basis of the offered rates for deposits in U.S. Dollars, for a period of time comparable to such LIBOR Advance which appears on the Telerate page 3750 as of 11:00 a.m. London time on the day that is two (2) London Banking Days preceding the first day of such LIBOR Advance; provided, however, if the rate described above does not appear on the Telerate System on any applicable interest determination date, LIBOR shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in U.S. dollars for a period of time comparable to such LIBOR Advance which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) London Banking Days preceding the first day of such LIBOR Advance as selected by BANK. The principal London office of each of the four major London banks will be requested to provide a quotation of its U.S. Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in U.S. dollars to leading European banks for a period of time comparable to such LIBOR Advance offered by major banks in New York City at approximately 11:00 a.m. New York City time, on the day that is two London Banking Days preceding the first day of such LIBOR Advance. In the event that Bank is unable to obtain any such quotation as provided above, it will be deemed that LIBOR pursuant to a LIBOR Advance cannot be determined. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Bank, then for any period during which such Reserve Percentage shall apply, LIBOR shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage. “Reserve Percentage” shall mean the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed on member banks of the Federal Reserve System against “Euro-currency Liabilities” as defined in Regulation D.

“Minimum LIBOR Advance Increment” means $100,000 which is the minimum increment of additional principal above the Minimum LIBOR Advance which the BORROWER may elect to be subject to a LIBOR Rate under the Revolving Line of Credit Loan.

“Prime Rate” means the rate published by The Wall Street Journal from time to time under the category “Prime Rate: The Base Rate on Corporate Loans posted by at least 75% of the Nation's 30 Largest Banks” (the lowest of the rates so published if more than one rate is published under this category at any given time) or such other comparable index rate selected by the BANK in its sole discretion if The Wall Street Journal ceases to publish such rate. The BORROWER acknowledges that the Prime Rate is used for reference purposes only as an index and is not necessarily the lowest interest rate charged by the BANK on commercial loans. Each time the Prime Rate changes, the interest rate under the applicable Loan shall change contemporaneously with such change in the Prime Rate. Interest is calculated and accrued daily on the basis of a 360-day banking year.

C. LIBOR Rate . The BORROWER may elect from time to time to have all or a portion of the outstanding principal under the Revolving Line of Credit Loan bear interest at a fixed rate equal to the LIBOR Rate. The BORROWER may elect from time to time to have all, but not less than all, of the outstanding principal under the Term Loan bear interest at a fixed rate equal to the LIBOR Rate. BORROWER may select the LIBOR Rate for a LIBOR Advance under a Loan for a period of one (1) month with respect to such LIBOR Advance (but in no event beyond the Revolving Line of Credit Maturity Date). BORROWER may only elect the LIBOR Rate for an outstanding principal amount under a Loan of not less than the Minimum LIBOR Advance and for the Revolving Line of Credit Loan in increments above such amounts of not less than the Minimum LIBOR Advance Increment. BORROWER may not have more than the Maximum LIBOR Advances outstanding under the Revolving Line of Credit Loan at any time. BORROWER shall notify BANK in writing at least two (2) Business Days in advance of the date upon which the BORROWER desires a LIBOR Advance to be effective under a Loan. BORROWER's notice to BANK as aforesaid shall specify (a) the Loan which is to be subject to the LIBOR Rate, (b) the outstanding principal amount under the Loan that BORROWER desires to bear interest at the LIBOR Rate selected (which for the Term Loan shall be deemed to be the entire outstanding principal amount of the Term Loan), and (c) the date such election is to be effective (which must be a Business Day). Notwithstanding the foregoing, if as a result of any change in any foreign or United States law or regulation (or change in the interpretation thereof) it is determined by BANK that it is unlawful to maintain a LIBOR Advance, or if any central bank or governmental authority (foreign or domestic) shall assert that it is unlawful to maintain a LIBOR Advance, then such LIBOR Advance shall terminate and the BORROWER shall have no further right hereunder to elect further LIBOR Advances of the type terminated. If for any reason a LIBOR Advance is terminated or prepaid prior to the end of the applicable period for which the LIBOR Advance is to be in effect, the BORROWER shall, upon demand by BANK, pay to BANK any amounts required to compensate BANK for any losses, costs, or expenses which it may reasonably incur as a result of such termination or prepayment, including, without limitation, any losses, costs, or expenses incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the BANK to fund or maintain such LIBOR Advance.

D. Prepayments of LIBOR Advances . If, at any time the BANK in its sole discretion should determine that current market conditions can accommodate a prepayment request with respect to an outstanding LIBOR Advance, BORROWER may prepay a LIBOR Advance upon at least three (3) Business Days prior written notice to BANK (which notice shall be irrevocable). BORROWER shall pay to BANK, upon request of BANK, such amount or amounts as shall be sufficient (in the reasonable opinion of BANK) to compensate it for any loss, cost, or expense incurred as a result of: (i) any payment of a LIBOR Advance on a date other than the last day of the term thereof; (ii) any failure by BORROWER to borrow a LIBOR Advance on the date specified by BORROWER’s written notice; and (iii) any failure by BORROWER to pay a LIBOR Advance on the date for payment specified in BORROWER’s written notice. Without limiting the foregoing, with respect to any prepayment of a LIBOR Advance BORROWER shall pay to BANK a “yield maintenance fee” in an amount computed as follows: The current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the term of the LIBOR Advance as to which the prepayment is made, shall be subtracted from the LIBOR Rate in effect at the time of prepayment. If the result is zero or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the term of the LIBOR Advance as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the above referenced United States Treasury securities rate and the number of days remaining in the term of the LIBOR Advance as to which prepayment is made. The resulting amount shall be the yield maintenance fee due to BANK upon the payment of the LIBOR Advance. If by reason of an Event of Default, BANK elects to declare a Loan to be immediately due and payable, then any yield maintenance fee with respect to each LIBOR Advance shall become due and payable in the same manner as though the BORROWER had exercised such right of prepayment. Any prepayment may also result in payments due from the BORROWER to BANK in accordance with the terms of that certain ISDA Master Agreement between BORROWER and BANK of near or even date herewith, and under any similar agreement between BORROWER and BANK pertaining to any interest rate swap, cap, floor or hedging transaction.

IV. FEES. In addition to such other fees as are provided in this Agreement and in the other Loan Documents, BORROWER agrees to pay the BANK the fees set forth on Schedule B attached hereto.

V. PAYMENTS. All payments made by the BORROWER of principal and interest on the Loans, and other sums and charges payable under the Loan Documents, shall be made to the BANK in accordance with the terms of the respective Loan Documents in lawful money of the United States of America in immediately available funds at its office set forth above, or by the debiting by the BANK of the demand deposit account(s) in the name of the BORROWER at the BANK, or in such other reasonable manner as may be designated by the BANK in writing to the BORROWER. The BORROWER authorizes the BANK automatically to debit the BORROWER’s demand deposit account as aforesaid.

VI. SECURITY; GUARANTY. Each of the Loans and all other Obligations of the BORROWER to the BANK, whether now existing or hereafter arising, shall at all times be secured by first priority perfected security interests in the Collateral (as hereinafter defined), which security interests shall continue until payment in full of all amounts outstanding under said Loans and the other Obligations. The term “Collateral” as used herein shall be deemed to include all property and assets of the BORROWER and GUARANTOR secured, mortgaged, pledged, assigned, or otherwise encumbered or covered by any of the Loan Documents, including, but not limited to, the Security Agreement. The BORROWER and GUARANTOR covenant and agree to take such further actions and to execute such additional documents as may be necessary from time to time to enable the BANK to obtain, maintain and perfect the security interests and liens arising under the Loan Documents. Each of the Loans and all other Obligations of the BORROWER to the BANK, whether now existing or hereafter arising, shall at all times be guaranteed by a continuing, unconditional guaranty of the GUARANTOR to the benefit of the BANK, in form and substance satisfactory to the BANK.

VII.   SUBORDINATION   AND STANDBY OF DEBT. The BORROWER covenants and agrees that all existing debt of BORROWER to its officers, directors, and shareholders and all future debt if permitted hereunder from BORROWER to its officers, directors, and shareholders, shall be and hereby is, without need for further writing, made subject and subordinate to the prior payment and performance of all the Loans and other Obligations of BORROWER. In furtherance of the foregoing, the BORROWER shall provide such subordinations, certificates, and other documents, and shall mark its corporate books, records, stock certificates, and ledgers, as the BANK may reasonably request from time to time, in form and substance satisfactory to BANK and BANK's counsel, evidencing the subordination of all debt of BORROWER to its officers, directors, and shareholders, whether now existing or hereafter arising, in accordance with the covenants of BORROWER hereunder. Notwithstanding the foregoing provisions, existing and future indebtedness of BPR to Corporate Mezzanine II, L.P., a British Virgin Islands limited partnership (collectively, with its successors and assigns, “CMII”), shall be subject to the terms and conditions of a separate Subordination and Intercreditor Agreement of near or even date herewith among BPR, GUARANTOR, CMII and BANK (the “CMII Subordination Agreement”).

VIII. CONTINUING REPRESENTATIONS AND WARRANTIES. BORROWER and GUARANTOR warrant and represent to the BANK that so long as any of the Obligations is outstanding:

A. Good Standing . Each of BORROWER and GUARANTOR is duly organized, validly existing, and in good standing under the laws of its state of organization and is qualified to do business in all other jurisdictions where the nature of the business conducted or property owned by it require BORROWER or GUARANTOR to be so qualified. Each of BORROWER and GUARANTOR has the power to own its properties and to carry on its business as now being conducted.

B. Authority . Each of BORROWER and GUARANTOR has full power and authority to enter into this Agreement and to borrow under the Loan Documents, to execute and deliver the Loan Documents and to incur the obligations provided for herein and in the Loan Documents, all of which have been duly authorized by all proper and necessary corporate or other action. The persons executing the Loan Documents on behalf of the BORROWER and GUARANTOR have been duly authorized to do so.

C. Binding Agreement . This Agreement and the Loan Documents constitute the valid and legally binding obligations of the BORROWER and GUARANTOR, enforceable in accordance with their terms.

D. Litigation . There are no suits, proceedings, or investigations of any kind or nature pending or, to the knowledge of the BORROWER or GUARANTOR, threatened against or affecting the BORROWER or GUARANTOR, which would have, or could be reasonably expected to have, a material adverse affect on their business operations or their assets, which have not been disclosed in writing to the BANK.

E. Conflicting Agreements; Consents . There is no charter, bylaw, preference stock, or trust provision of the BORROWER or GUARANTOR, and no provision(s) of any existing mortgage, indenture, contract or agreement binding on the BORROWER or GUARANTOR, or affecting their property, which would conflict with, have a material adverse affect upon, or in any way prevent the execution, delivery, or performance of the terms of this Agreement or the Loan Documents. Except for the consent of CMII under that certain Subordinated Note and Warrant Purchase Agreement dated October 22, 2001 (the “Note Purchase Agreement”), which consent has been obtained, neither the BORROWER nor GUARANTOR is required to obtain any order, consent, approval, authorization of any person, entity, or governmental authority in connection with or as a condition to the execution, delivery, and performance of this Agreement or the Loan Documents or the granting of the security interests and liens in the Collateral.

F. Financial Condition . The financial statements delivered to the BANK by the BORROWER and GUARANTOR have been and shall be prepared in accordance with generally accepted accounting principles, consistently applied, are and will be complete and correct, and fairly present the financial condition and results of the BORROWER and GUARANTOR. Other than those liabilities disclosed in writing to the BANK, there are no liabilities, direct or indirect, fixed or contingent, of the BORROWER or GUARANTOR which are not reflected in the financial statements or in the notes thereto which would be required to be disclosed therein and there has been no material adverse change in the financial condition or operations of the BORROWER or GUARANTOR since the date of such financial statements.

G. Taxes . Each of BORROWER and GUARANTOR has filed all federal, state and local tax returns required to be filed by it, or have filed an appropriate extension with respect to the same, and have paid all taxes shown by such returns (or estimated taxes with respect to any such extensions) to be due and payable on or before the due dates thereof or, if such taxes are being contested, the BORROWER or GUARANTOR, as the case may be, have made appropriate reserves therefor.

(i) Prohibited Transactions . None of the Plans has participated in, engaged in or been a party to any non-exempt “prohibited transaction” as defined in ERISA or the IRC, and no officer, director or employee of BORROWER or GUARANTOR has committed a breach of any of the responsibilities or obligations imposed upon fiduciaries by Title I or ERISA.

(ii) Claims . There are no material contested claims, pending or threatened, involving any Plan which is a pension plan by a current or former employee (or beneficiary thereof) of BORROWER or GUARANTOR, nor is there any reasonable basis to anticipate any claims involving any such Plan.

(iii) Reporting and Disclosure Requirements . There have been no material violations of any reporting or disclosure requirements with respect to any Plan and no such Plan has violated applicable law, including but not limited to ERISA and the IRC.

(iv) “Accumulated Funding Deficiency”; Reportable Event . No Plan which is a defined benefit pension plan has (a) incurred a material “accumulated funding deficiency” (within the meaning of Section 412(a) of the IRC), whether or not waived, (b) been a plan with respect to which a Reportable Event (to the extent that the reporting of such events to the Pension Benefit Guaranty Corporation (the “PBGC”) within thirty (30) days of the occurrence has not been waived) has occurred and is continuing, or (c) been a Plan with respect to which there exists conditions or events which have occurred presenting a risk of termination by PBGC.

(v) Multiemployer Plan . No Plan which is a multiemployer pension plan (as defined in Section 414(f) of the IRC) to which BORROWER or GUARANTOR contributes has been a plan with respect to which BORROWER or GUARANTOR has received any notification that such Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated within the meaning of Title IV of ERISA. Neither BORROWER nor GUARANTOR has withdrawn from, or incurred any withdrawal liability to, any multiemployer plan.

(vii) Employee Welfare Benefit Plans . No Plan which is a medical, dental, health, disability, insurance or other plan or arrangement, whether oral or written, which constitutes an “employee welfare benefit plan” as defined in Section 3(1) of ERISA, has any unfunded accrued liability or provides benefits to former employees or retirees (except as may be required by COBRA).

K. Location of Records . All of the material books and records or true and complete copies thereof relating to the accounts and contracts of the BORROWER and GUARANTOR are and will be kept at BORROWER's executive offices at the address first set forth above (the “Premises”).

L. Compliance with Laws . Each of BORROWER and GUARANTOR is in compliance in all material respects with all laws and governmental rules and regulations applicable to BORROWER, GUARANTOR, the Collateral and to BORROWER’s and GUARANTOR’s business, properties and assets, including, but not limited to, applicable federal and state securities laws and the provisions of the Sarbanes-Oxley Act of 2002, to the extent the failure to so comply would have a material adverse affect upon the BORROWER, the Collateral, or the rights and remedies of the BANK hereunder.

M. Issuance of Securities . Each of BORROWER and GUARANTOR has complied in all material respects with all federal and state laws and governmental rules and regulations applicable to the issuance and sale of securities by BORROWER and GUARANTOR.

N. Hazardous Waste . No Hazardous Waste (as hereinafter defined) has been generated, stored or treated on any of the premises occupied by BORROWER or GUARANTOR, except in compliance with all applicable laws to the extent a failure to so comply would have a material adverse affect upon the BORROWER, the Collateral, or the rights and remedies of the BANK hereunder. No Hazardous Waste has ever been, is being, is intended to be, or is threatened to be spilled, released, discharged, disposed, placed or otherwise caused to be found in the soil or water in, under, or upon any of the premises occupied by the BORROWER or GUARANTOR. Each of BORROWER and GUARANTOR agrees to indemnify and hold the BANK harmless from and against any claims, damages, liabilities (whether joint or several), losses and expenses (including, without limitation, attorneys' fees) incurred by the BANK as a result of the presence of Hazardous Waste in, under, or upon any of the premises occupied by the BORROWER or GUARANTOR. For the purpose of this Agreement, the term “Hazardous Waste” means “hazardous waste”, “hazardous material”, “hazardous substance”, and “oil” as presently defined in the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Material Transportation Act, the Federal Water Pollution Control Act, and corresponding state and local statutes, ordinances, and regulations, as such statutes, ordinances and regulations may be amended, or as defined in any federal or state regulation adopted pursuant to such acts.

O. Title to Collateral . BORROWER and GUARANTOR have and will at all times have good and marketable title to the Collateral, free and clear from any liens, security interests, mortgages, encumbrances, pledges or other right, title or interest of any other person or entity, except those arising under the Loan Documents or permitted by the BANK under this Agreement or the Security Agreement (“Permitted Encumbrances”).

P. Employees. Each of BORROWER and GUARANTOR has to the best of its knowledge complied with all laws relating to the employment of labor, including any provisions thereof relating to ERISA, wages, hours, collective bargaining, the payment of social security and similar taxes, equal employment opportunity, employment discrimination and occupational safety and health, and is not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing, to the extent the failure to so comply with any of the foregoing would have a material adverse affect upon the BORROWER, the Collateral, or the rights and remedies of the BANK hereunder.

Q. Subsidiaries . BPG owns all of the issued and outstanding capital stock of BPR and GUARANTOR and other than BPR, GUARANTOR, and BRANDPARTNERS EUROPE LTD., a private limited company formed under the laws of England and Wales (“BPE”), BPG has no direct or indirect subsidiaries.

IX. AFFIRMATIVE COVENANTS. Until payment in full of all indebtedness under the Loans and the other Obligations, each of BORROWER and GUARANTOR agrees that, unless the BANK shall otherwise consent in writing, it will:

A. Prompt Payment . Pay promptly, subject to any applicable cure or grace period, when due all amounts due and owing to the BANK.

B. Use of Proceeds . Use the proceeds of the Loans only in accordance with the provisions of this Agreement and will furnish the BANK with such evidence as it may reasonably require with respect to such use.

C. Financial Statements . Furnish the BANK with such financial statements of BORROWER and GUARANTOR as are described on Schedule B attached hereto. All such statements shall be prepared on a consistent basis in a format reasonably acceptable to the BANK.

D. Maintenance of Existence . Take all necessary action to maintain BORROWER's and GUARANTOR’s legal existence.

E. Maintenance of Business . Do or cause to be done all things commercially reasonable and necessary to maintain and preserve BORROWER's and GUARANTOR’s business and assets.

F. Maintenance of Insurance . Keep all of BORROWER's and GUARANTOR’s properties (specifically including, but not limited to, the Collateral) adequately insured against loss or damage by fire and such other casualties and hazards as the BANK may specify from time to time; maintain adequate Workman's Compensation Insurance under applicable laws and Comprehensive General Public Liability Insurance; and maintain adequate insurance covering such other risks as the BANK may reasonably specify from time to time hereafter. All insurance required hereunder shall be effected by valid and enforceable policies issued by insurers of recognized responsibility authorized to transact business within the State of New Hampshire and shall, inter alia, (1) name the BANK as a loss payee, and (2) provide that the BANK shall be notified in writing of any proposed cancellation of such policy at least thirty (30) days in advance thereof and will have the opportunity to correct any deficiencies justifying such proposed cancellation. For the purposes of this Paragraph, an insurance policy shall be deemed to be “adequate” if it provides coverage against such risks and in such amounts as is customarily carried by owners of similar businesses and properties. BANK acknowledges receipt of certificates of BORROWER’s insurance coverages in effect as of the date hereof and accepts the same for purposes of compliance with this Section IX. F. as of the date hereof.

G. Inspection by the BANK . Each of BORROWER and GUARANTOR agrees that the BANK may, upon ten (10) days prior notice, conduct regular field examination audits of the BORROWER's and GUARANTOR’s books,