0000891092-03-000554 Sample Contracts

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February 12, 2003 Willey Brothers, Inc. 10 Main Street Rochester, NH 03839 BrandPartners Group, Inc. 777 Third Avenue, 30th Floor New York, NY 10017 RE: Fifth Amendment --------------- Dear Sirs; Reference is made to that certain Fifth Amendment dated...
Fifth Amendment • March 31st, 2003 • Brandpartners Group Inc • Services-management consulting services • New York

Reference is made to that certain Fifth Amendment dated as of December 20, 2002 (the "Fifth Amendment"), by and among Willey Brothers, Inc. ("Borrower") and BrandPartners Group, Inc. ("Guarantor") (Borrower and Guarantors are at times referred to herein as "Obligors") and Fleet Capital Corporation ("Lender"). Capitalized terms not otherwise defined herein shall have the meanings given such terms in the Fifth Amendment.

RECITALS
Sixth Amendment • March 31st, 2003 • Brandpartners Group Inc • Services-management consulting services • New York
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Fifth Amendment • March 31st, 2003 • Brandpartners Group Inc • Services-management consulting services • New York
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