<PAGE>

                      SECOND AMENDMENT TO CREDIT AGREEMENT

         THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "AMENDMENT"), dated as
of November 17, 2000, is among MARKETING SPECIALISTS CORPORATION, MARKETING
SPECIALISTS SALES COMPANY, PAUL INMAN ASSOCIATES, INC., and THE SALES FORCE
COMPANIES, INC. ("BORROWERS"), each of the banks or other lending institutions
which is a party hereto (individually a "BANK" and collectively the "BANKS") and
THE CHASE MANHATTAN BANK, individually as a Bank and as agent for itself and the
other Banks (in its capacity as agent, the "AGENT").

                                    RECITALS:

         A. Borrowers (other than The Sales Force Companies, Inc.), Bromar,
Inc., the Agent, and the Banks have entered into that certain Credit Agreement
dated as of March 30, 2000 (the "ORIGINAL CREDIT AGREEMENT"). The Original
Credit Agreement has been modified pursuant to the following (and the Original
Credit Agreement as modified by the following, herein the "AGREEMENT"):

                  1. That certain First Amendment to Credit Agreement dated
April 13, 2000 among Borrowers (other than The Sales Force Companies, Inc.), the
Agent and the Banks; and

                  2. That certain Joinder Agreement dated April 14, 2000
executed by the Borrowers, the Agent and the Banks to join The Sales Force
Companies, Inc. into the Agreement as a "Borrower" thereunder.

         B. To provide the Borrowers with additional funds for operations and
additional Borrowing Availability (as defined in the Agreement) under the
Agreement, the following transactions have occurred:

                  1. MS Acquisition Limited ("MS LIMITED") has purchased
$11,500,000 of Marketing Specialists Corporation's (the "PARENT") Convertible
Paid-In-Kind Preferred Stock;

                  2. Parent has borrowed from Richmont Capital Partners I, L.P.
("RICHMONT") on a basis subordinated to the Obligations (as defined in the
Agreement) $9,750,000 as described in that certain Consent Letter dated August
16, 2000 and that certain Consent and Forbearance Letter dated August 30, 2000
(the "RICHMONT CAPITAL SUBORDINATED DEBT");

                  3. On October 5, 2000 Richmont pledged to the Agent cash
collateral in an amount equal to $5,000,000 to increase the Borrowing Base (as
defined in the Agreement) under the Agreement (the "RICHMONT DEPOSIT") pursuant
to that certain Deposit Security Agreement dated October 5, 2000 between the
Agent and Richmont;

                  4. Richmont transferred its interest in the Richmont Deposit
to MS Limited and on October 11, 2000 MS Limited pledged to the Agent cash
collateral in an amount equal to $9,000,000 ($5,000,000 of which was made up of
the Richmont Deposit and such deposit, herein the "MS DEPOSIT") pursuant to that
certain Deposit Security Agreement dated October 5, 2000 between the Agent and
MS Limited; and

                  5. Parent has borrowed from MS Limited on a basis subordinated
to the Obligations (as defined in the Agreement) $2,500,000 as described in that
certain Consent Letter dated November 7, 2000 (the "MS LIMITED SUBORDINATED
DEBT");

         C. Bromar, Inc., an original "Borrower" under the Agreement, has merged
with and into Marketing Specialist Sales Company with Marketing Specialist Sales
Company the survivor. As a result, Bromar, Inc. is no longer a party to the
Agreement.


Page 1
<PAGE>

         D. Richmont has advised the Agent and the Bank that (i) the Richmont
Capital Subordinated Debt has been transferred to MS Limited; (ii) MS Limited
has acquired 12,397 shares of the Parent's Series B Convertible Paid-In-Kind
Preferred Stock (the "SERIES B STOCK"); (iii) in consideration for the issuance
of the Series B Stock, MS Limited has cancelled the amounts owing in connection
with the Richmont Capital Subordinated Debt (the "DEBT CONVERSION") and paid in
cash to the Parent approximately $2,500,000; and (iv) MS Limited has advised the
Agent and the Banks that it would like to purchase a participation interest in
the Loans outstanding under the Agreement with, among other funds, the funds
held in the MS Deposit. To facilitate the forgoing, the Borrowers and Richmont
have requested that the Agent release its liens in the MS Deposit and permit MS
Limited's purchase of such participation interests.

         E. The Borrowers and the other Obligated Parties have advised the Agent
and the Banks that Events of Default have occurred (i) under Section 11.1(c) of
the Agreement as a result of (a) the Borrower's failure to comply with the
covenants set forth in Sections 10.2 through 10.5 of the Agreement, in each case
as of September 30, 2000 and for the period of measurement then ending and (b)
the Borrower's failure to comply with the covenants set forth in Section 9.11 of
the Agreement in connection with the Debt Conversion and (ii) Section 11.1(j) as
a result of the events of default that have occurred under the terms of the
First Union Loan Agreement as described in that certain First Amendment to
Credit Agreement (the "FUNB FIRST AMENDMENT") dated the date hereof among
Marketing Specialists Corporation, the lender named therein and First Union
National Bank, as agent (the "EXISTING DEFAULTS" and the covenants described in
this clause E, herein the "VIOLATED COVENANTS"). In accordance with the
Agreement, the Borrowers and the Obligated Parties have requested that the Agent
and the Banks waive the Existing Defaults.

         F. The Agent and the Banks are willing to release the liens in the MS
Deposit, agree to such participation and waive the Existing Defaults subject to
the amendment of the Agreement as herein set forth, the execution and delivery
of a participation agreement satisfactory to the Banks and MS Limited and the
payment by MS Limited of the initial purchase price thereunder.

         NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows effective as of the
date hereof unless otherwise indicated:

                                   ARTICLE I.

                                   Definitions

         Section 1.1. DEFINITIONS. Capitalized terms used in this Amendment, to
the extent not otherwise defined herein, shall have the same meanings as in the
Agreement, as amended hereby.

                                   ARTICLE II.

                                   Amendments

         Section 2.1. AMENDMENT TO SECTION 1.1. Section 1.1 of the Agreement is
amended as follows:

                  (a) The definition of the term "Borrower" is amended to omit
Bromar, Inc. therefrom and all the Loan Documents are hereby amended so that any
reference therein to the Borrowers shall mean the Borrowers without including
Bromar, Inc. therein.

                  (b) The definition of the term "Borrowing Base" is amended in
its entirety to read as follows:

                           "BORROWING BASE" means, with respect to a Borrower,
                  at any time and calculated without duplication based on the
                  Borrowing Base Report most


Page 2
<PAGE>

                  recently delivered at such time pursuant to SECTION 8.1(d) (or
                  pursuant to SECTION 6.1(k)), an amount equal to the sum of the
                  following (calculated separately for each Borrower):

                                    (a) the product of (x) multiplied by (y)
                           where:

                                            (x) equals the sum of:

                                                       (A) the aggregate amount
                                            of all Eligible Accounts; MINUS

                                                       (B) the Non-System
                                            Receivables Excess (with the term
                                            "NON-SYSTEM RECEIVABLES EXCESS"
                                            meaning, as of any date of
                                            determination, the amount by which
                                            the Non-System Receivables exceed
                                            Four Million Dollars ($4,000,000)
                                            and the term "NON-SYSTEM
                                            RECEIVABLES" meaning all Receivables
                                            created from the actual performance
                                            of services which are charged on a
                                            per diem, hourly, or flat fee basis,
                                            or goods shipped which were not
                                            processed by a direct order through
                                            the Parent; however, for purposes of
                                            this Agreement only, Non-System
                                            Receivables shall not include any
                                            Receivable established based on
                                            estimated amounts due); MINUS

                                                     (C) the aggregate amount of
                                            all of such Borrower's cash
                                            collections on Receivables which
                                            have not been applied to the
                                            Receivables as of the date of the
                                            preparation of the Borrowing Base
                                            Report; and

                                             (y) equals the Advance Percent (as
                                    defined below); PLUS

                                    (b) the amount of cash or cash equivalents
                           that are, in the Agent's sole judgement, pledged to
                           the Agent as collateral for the Obligations; MINUS

                                    (c) the sum of the following

                                            (i) the Aggregate Net Marketing
                                    Development Funds (with the term "AGGREGATE
                                    NET MARKETING DEVELOPMENT FUNDS" meaning, as
                                    of any date of calculation, the aggregate
                                    amount of all Net Development Funds of all
                                    account debtors and the term "NET
                                    DEVELOPMENT FUNDS" meaning, as of any date
                                    of determination and with respect to each
                                    account debtor, an amount equal to the
                                    lesser of (A) all Receivables of such
                                    account debtor or (B) the aggregate amount
                                    of all marketing development funds paid by
                                    such account debtor and then held by the
                                    applicable Borrower); plus


Page 3
<PAGE>

                                            (ii) the aggregate amount of all the
                                    reserves established by the Agent at any
                                    time and from time to time after the Closing
                                    Date, that the Agent determines are
                                    necessary to protect the Banks' interests,
                                    such determination to be made in the Agent's
                                    sole judgment, in good faith and based on
                                    information which, in its judgment, supports
                                    such determination; provided, that, at any
                                    time after the Agent has established a
                                    reserve, such reserve may only be released
                                    in an amount greater than $1,000,000 upon
                                    the consent of the Required Banks; minus

                                    (d) accounts payable arising from the
                                    purchase of perishable agricultural
                                    commodities (as that term is defined in the
                                    Perishable Agricultural Commodities Act, as
                                    amended (7 U.S.C. Section 499e(c)) and the
                                    regulations promulgated thereunder.)

                           As used in this definition, the term "ADVANCE
                  PERCENT" means either: (i) for the period prior to November
                  21, 2000, seventy-five percent (75%); (ii) as of November 21,
                  2000 and as of any date of determination of the Borrowing Base
                  after November 21, 2000, but before December 19, 2000, the sum
                  of (x) seventy-five percent (75%) minus (y) the product of one
                  percent (1%) multiplied by the number of Tuesdays to have
                  elapsed as of the date of determination from and including
                  Tuesday, November 21, 2000 through and including Tuesday,
                  December 19, 2000; or (iii) as of December 20, 2000, and at
                  all times thereafter except as provided in clause (iv) below,
                  seventy percent (70%); or (iv) at any time, such other percent
                  as the Agent may, at any time hereafter, determine is
                  necessary to protect its interests, such determination to be
                  made in the Agent's sole judgment, in good faith and based on
                  information which, in its judgment, supports such
                  determination. Any change in the Advance Percent and any
                  establishment of reserves shall be effective on the date
                  Parent receives Agent's written notice of such. In calculating
                  the aggregate Borrowing Base of all of the Borrowers, no more
                  than Four Million Dollars ($4,000,000) of the Non-System
                  Receivables of all the Borrowers shall be included as Eligible
                  Accounts.

                  (c) The definition of the term "Commitment" is amended in its
entirety to read as follows:

                           "COMMITMENT" means, as to each Bank, the obligation
                  of such Bank to make advances of funds and purchase
                  participation interests in (or with respect to the Agent as a
                  Bank, hold other interests in) Letters of Credit in an
                  aggregate principal amount at any one time outstanding up to
                  but not exceeding the amount set forth opposite the name of
                  such Bank in the table set forth below under the heading
                  "Commitment" or, if applicable, in its most recent Assignment
                  and Acceptance. The Commitment of a Bank and the Commitments
                  of all the Banks may be reduced or terminated pursuant to
                  SECTION 2.6 or SECTION 11.2.


Page 4
<PAGE>

<TABLE>
<CAPTION>
                  ======================================= =================================================
                           Banks                                            Commitments
                  ======================================= =================================================
                  <S>                                                        <C>
                  THE CHASE MANHATTAN BANK                                   $13,666,666.67
                  --------------------------------------- -------------------------------------------------
                  CREDIT SUISSE FIRST BOSTON                                 $13,666,666.67
                  --------------------------------------- -------------------------------------------------
                  FLEET CAPITAL CORPORATION                                  $13,666,666.66
                  --------------------------------------- -------------------------------------------------
                           TOTAL                                             $41,000,000.00
                                                          =================================================
</TABLE>

                  (d) The term "Default Rate" is amended in its entirety to read
as follows:

                           "DEFAULT RATE" means a per annum rate equal to the
                  sum of 4.25% plus the Base Rate as in effect from time to
                  time.

                  (e) Clause (ii) of the definition of the term "Eligible
Accounts" in Section 1.1 of the Agreement is amended in its entirety to read as
follows:

                           (ii) The Receivable has been billed and invoiced (or
                  is otherwise supported by current manufacturers' invoices,
                  orders or contracts in a manner satisfactory to the Agent) in
                  a timely fashion and in the normal course of business, has not
                  been outstanding for more than one hundred and twenty (120)
                  days past the original date of invoice, is not more than
                  ninety (90) days past due and is not based on estimated
                  amounts due;

                  (f) clause (xvii) of the definition of the term "Eligible
Accounts" in Section 1.1 of the Agreement is deleted in its entirety.

                  (g) The term "EBITDA" is amended in its entirety to read as
follows:

                          "EBITDA" means, for any period and any Person, the
                 total of the following, each calculated without duplication for
                 such Person on a consolidated basis for such period: (a) Net
                 Income; PLUS (b) any provision for (or less any benefit from)
                 income or franchise taxes included in determining Net Income;
                 PLUS (c) interest expense deducted in determining Net Income;
                 PLUS (d) amortization and depreciation expense deducted in
                 determining Net Income.

                  (h) The following terms in Section 1.1 of the Agreement are
each amended in their entireties to read as follows:

                           "DEBT" means as to any Person at any time (without
                  duplication): (a) all obligations of such Person for borrowed
                  money, including, without limitation, any notes payable to the
                  seller in connection with any acquisition and the Loans; (b)
                  all obligations of such Person evidenced by bonds, notes,
                  debentures, or other similar instruments; (c) all obligations
                  of such Person to pay the deferred purchase price of property
                  or services, except trade accounts payable of such Person
                  arising in the ordinary course of business that are not past
                  due by more than ninety (90) days or that are being contested
                  in good faith by appropriate proceedings diligently pursued
                  and for which adequate reserves have been established; (d) all
                  Capital Lease Obligations of such Person; (e) all Debt or
                  other obligations of others Guaranteed by such Person; (f) all
                  obligations secured by a Lien existing on property owned by
                  such Person, whether or not the obligations secured thereby
                  have been assumed by such Person or are non-recourse to the
                  credit of such Person; (g) all reimbursement obligations of
                  such Person (whether contingent or otherwise) in respect of
                  letters of credit, bankers' acceptances, surety or other bonds
                  and similar instruments (including those outstanding with


Page 5
<PAGE>

                  respect to Letters of Credit); (h) all liabilities of such
                  Person in respect of unfunded vested benefits under any Plan;
                  (i) all liabilities of such Person under Hedging Agreements;
                  (j) all obligations of such Person, contingent or otherwise,
                  for the payment of money under any noncompete, consulting or
                  any other similar arrangements providing for the deferred
                  payment of the purchase price for an acquisition, including,
                  without limitation, or in addition, such items of the type
                  included in "restructure charges" on Parent's consolidated
                  balance sheet from time to time; (k) all obligations for
                  severance costs payable; and (l) all other amounts which are,
                  in accordance with GAAP, required to be reflected as
                  liabilities on a consolidated balance sheet of such Person
                  other than accruals and deferred taxes.

                           "INTERCREDITOR AGREEMENT" means the Amended and
                  Restated Intercreditor Agreement dated November 17, 2000 among
                  the Borrowers, Richmont Capital Partners I, L.P., MS
                  Acquisition Limited, the Agent, the Banks and First Union
                  National Bank, as agent, as the same may be amended or
                  otherwise modified from time to time.

                           "LOANS" means, as to any Bank, the advances made by
                  such Bank, pursuant to SECTION 2.1 hereof, including without
                  limitation, all such advances made prior to November 21, 2000.

                           "NET INCOME" means, for any period and any Person,
                  such Person's consolidated net income (or loss), but
                  excluding: (a) the income of any other Person (other than its
                  subsidiaries) in which such Person or any of it subsidiaries
                  has an ownership interest, unless received by such Person or
                  its subsidiary in a cash distribution; (b) any after-tax gains
                  attributable to asset disposition; (c) to the extent not
                  included in clauses (a) and (b) above, any after-tax
                  extraordinary, non-cash or nonrecurring gains; and (d)
                  non-cash or nonrecurring charges due to changes in accounting
                  principles required by GAAP.

                           "NOTES" means the Tranche A Notes and the Tranche B
                  Notes.

                           "OUTSTANDING REVOLVING CREDIT" means, at any time of
                  determination, the sum of (a) the aggregate amount of the
                  Tranche A Loans; plus (b) the aggregate amount of Letter of
                  Credit Liabilities (or when calculated with respect to a Bank,
                  including the Agent as a Bank, such Bank's participation or
                  other interest in such Letter of Credit Liabilities); plus (c)
                  all unpaid interest accrued on the Tranche A Loans; plus (d)
                  all unpaid expenses, fees or other amounts (other than the
                  Tranche B Obligations) accrued and owed to the Agent or the
                  other Banks under any Loan Document.

                  (i) The following terms are hereby added to Section 1.1 of the
Agreement to read as follows:

                           "TRANCHE A LOANS" means, with respect to any Bank,
                  the Loans of such Bank evidenced by the Tranche A Note payable
                  to such Bank.

                           "TRANCHE A NOTE" means, with respect to any Bank, the
                  promissory note executed by the Borrowers in substantially the
                  form of Exhibit "A-1" hereto, and payable to the order of such
                  Bank in the original principal amount determined as provided
                  in SECTION 2.2, as the same may be amended or otherwise
                  modified from time to time.


Page 6
<PAGE>

                           "TRANCHE A OBLIGATIONS" means all Obligations
                  (including without limitation, post-petition interest even if
                  such interest is not an allowed claim enforceable against the
                  Borrowers in a bankruptcy case under applicable law) other
                  than the amounts owing as principal and interest in respect of
                  the Tranche B Loans.

                           "TRANCHE B LOANS" means, with respect to any Bank,
                  the Loans of such Bank (i) evidenced by the Tranche B Note
                  payable to such Bank or (ii) otherwise designated as Tranche B
                  Loans pursuant to SECTION 2.2.

                           "TRANCHE B NOTE" means, with respect to any Bank, the
                  promissory note executed by the Borrowers in substantially the
                  form of Exhibit "A-2" hereto, and payable to the order of such
                  Bank in the original principal amount determined as provided
                  in SECTION 2.2, as the same may be amended or otherwise
                  modified from time to time.

                           "TRANCHE B OBLIGATIONS" means the outstanding
                  principal amount of the Tranche B Loans and all unpaid
                  interest accrued thereon.

         Section 2.2. AMENDMENT TO SECTIONS 2.1 AND 2.2. Sections 2.1 and 2.2 of
the Agreement are amended in their respective entireties to read as follows:

                  Section 2.1 COMMITMENTS. Subject to the terms and conditions
         of this Agreement, each Bank severally agrees to make advances to the
         Borrowers from time to time from and including November 21, 2000 to but
         excluding the Termination Date in an aggregate principal amount at any
         time outstanding up to but not exceeding such Bank's Commitment as then
         in effect; PROVIDED, HOWEVER, (a) the Outstanding Revolving Credit
         applicable to a Bank (except, with respect to the Agent as a Bank, as
         may otherwise result from the operation of SECTION 4.6) shall not at
         any time exceed such Bank's Commitment; (b) the aggregate Outstanding
         Revolving Credit shall not at any time exceed the lesser of (i) the
         aggregate Commitments or (ii) the aggregate Borrowing Base plus the
         Permitted Overadvance (as defined in SECTION 4.4); and (c) the
         Outstanding Revolving Credit applicable to a Borrower shall at no time
         exceed such Borrower's Borrowing Base. Subject to the foregoing
         limitations, and the other terms and provisions of this Agreement, the
         Borrowers may borrow, prepay Tranche A Loans, and reborrow hereunder
         the amount of the Commitments until the Termination Date. The Loans
         outstanding on November 21, 2000 are being allocated between Tranche A
         Loans and Tranche B Loans in accordance with SECTION 2.2. All advances
         made under this SECTION 2.1 on or after November 21, 2000 will be
         Tranche A Loans unless reallocated as Tranche B Loans in accordance
         with SECTION 2.2. Also, Loans designated as Tranche A Loans on November
         21, 2000 may be reallocated as Tranche B Loans in accordance with
         SECTION 2.2. Tranche A Loans are included in the calculation of
         Outstanding Revolving Credit and Tranche B Loans are not. Tranche B
         Loans may not be prepaid unless all Tranche A Obligations have been
         paid, the Commitments have been irrevocably terminated and such
         payments are permitted by the Intercreditor Agreement. Once Tranche B
         Loans have been repaid, they may not be reborrowed.

                  Section 2.2 NOTES; ALLOCATION OF PRINCIPAL BETWEEN NOTES. The
         Loans made by a Bank shall be evidenced by the Notes payable to the
         order of such Bank. The initial amount of the Loans evidenced by the
         Tranche B Note of each Bank shall be in the amounts set forth in the
         table below:

<TABLE>
<CAPTION>
                  =================================================================================
                              Initial Amounts of the Tranche B Loans
                  =================================================================================
                           Bank                                    Amount
                  ========================================= =======================================


Page 7
<PAGE>

                  <S>                                          <C>
                  The Chase Manhattan Bank                     $4,666,666.67
                  ----------------------------------------- ---------------------------------------
                  Fleet Capital Corporation                    $4,666,666.67
                  ----------------------------------------- ---------------------------------------
                  Credit Suisse First Boston                   $4,666,666.66
                  ----------------------------------------- ---------------------------------------
</TABLE>

         The initial principal amount of the Tranche A Note of each Bank shall
         equal the amount of its Commitment. The aggregate original principal
         amount of a Bank's Notes may not exceed its Commitment plus the amount
         of its Tranche B Loans. Subject to the funding of the participation
         interest therein in accordance with the terms of that certain Master
         Participation Agreement dated November 17, 2000 among MS Acquisition
         Limited and the Banks (the "PARTICIPATION FUNDING"), on December 13,
         2000 each Bank agrees to reallocate to its Tranche B Loans the
         principal amount of its Tranche A Loans set forth opposite its name in
         the table below in the column entitled "Amount of Tranche A Loans to be
         Reallocated" (the "DECEMBER 13 REALLOCATION"). After giving effect to
         the December 13, 2000 Reallocation, the aggregate principal amount of
         the Tranche B Loans shall be in the amounts set forth below in the
         column entitled "Tranche B Loans as of December 13, 2000". Upon the
         receipt of the Participation Funding, the December 13 Reallocation
         shall automatically occur without any action by any party hereto and on
         December 13, 2000 the Borrowers agree to execute new Tranche B Notes in
         replacement of the Banks' then existing Tranche B Notes each in an
         original principal amount specified in the table below in the column
         entitled "Tranche B Loans as of December 13, 2000".

<TABLE>
<CAPTION>
         =================================== =============================== ==============================
                                               Amount of Tranche A Loans            Tranche B Loans
                                                         to be                           as of
                       Seller                         Reallocated                  December 13, 2000
         =================================== =============================== ==============================
         <S>                                 <C>                             <C>
         1.   The Chase Manhattan Bank               $1,666,666.67                   $6,333,333.34
         ----------------------------------- ------------------------------- ------------------------------
         2.   Fleet Capital Corporation              $1,666,666.67                   $6,333,333.33
         ----------------------------------- ------------------------------- ------------------------------
         3.   Credit Suisse First Boston             $1,666,666.66                   $6,333,333.33
         =================================== =============================== ==============================
         TOTAL                                       $5,000,000.00                  $19,000,000.00
                                             =============================== ==============================
</TABLE>

         At any time after December 13, 2000, the Banks may, through the Agent
         and by notice to the Borrower in the form of Exhibit "A-3" hereto (a
         "REALLOCATION NOTICE"), reallocate to Tranche B Loans any principal
         amount of the Tranche A Loans. No reallocation of the amount of the
         Loans shall be effective unless all the Banks agree to such
         reallocation and notwithstanding anything in Section 13.11, this
         Section 2.2 may not be amended or otherwise modified without the
         consent of all the Banks. Upon receipt of such Reallocation Notice, the
         Borrowers agree to execute new Tranche B Notes in replacement of the
         Banks' then existing Tranche B Notes each in an original principal
         amount specified in the Reallocation Notice.

         Section 2.3. AMENDMENT TO SECTION 2.7 (c). Clause (ii) of Section 2.7
(c) of the Agreement is amended in its entirety to read as follows:

         (ii) to be calculated for the period from and including one Payment
         Date (or with respect to the first such payment, from and including the
         date of issuance of the Letter of Credit) to and excluding the earlier
         of the next Payment Date or the date of expiration or termination of
         the Letter of Credit at a rate equal to 2.00% per annum.

         Section 2.4. AMENDMENT TO ARTICLE 3. Article 3 of the Agreement is
amended in its entirety to read as follows:

                                    ARTICLE 3

                                Interest and Fees


Page 8
<PAGE>

                  Section 3.1 INTEREST RATE. The Borrowers agree, jointly and
         severally, to pay to the Agent for the account of each Bank interest on
         the unpaid principal amount of each Loan made by such Bank for the
         period commencing on the date of such Loan to but excluding the date
         such Loan is due, at a fluctuating rate per annum equal to the Base
         Rate plus 2.25%.

                  Section 3.2 PAYMENT DATES. Accrued interest on the Tranche A
         Loans shall be due and payable on the first day of each month beginning
         December 1, 2000, and on the Termination Date. Accrued interest on the
         Tranche B Loans shall be due and payable on the later of (i) the
         Termination Date or (ii) first date when all of the Tranche A
         Obligations are paid and performed in full in cash and the Commitments
         are irrevocably terminated.

                  Section 3.3 DEFAULT INTEREST. Notwithstanding the foregoing,
         the Borrowers agree, jointly and severally, to pay to the Agent for the
         account of the party entitled thereto interest at the applicable
         Default Rate: (i) on the principal amount of the Loans whenever an
         Event of Default exists and the Agent provides notice to Parent that
         the Loans will accrue interest at the Default Rate for the period from
         and including the date of such notice until such Event of Default no
         longer exists, and (ii) on any principal of any Loan made by such Bank,
         any Reimbursement Obligation, and (to the fullest extent permitted by
         law) any other amount payable by any Borrower under any Loan Document
         to or for the account of the Agent or such Bank, that is not paid in
         full when due (whether at stated maturity, by acceleration, or
         otherwise), for the period from and including the due date thereof to
         but excluding the date the same is paid in full. Interest payable at
         the Default Rate shall be payable from time to time on demand; provided
         that no interest shall be payable on the Tranche B Loans until the
         later of (i) the Termination Date or (ii) first date when all of the
         Tranche A Obligations are paid and performed in full in cash and the
         Commitments are irrevocably terminated.

                  Section 3.4 COMPUTATIONS. All interest and fees (including the
         Commitment Fee) will be computed on the basis of a year of 360 days and
         actual days elapsed (including the first day but excluding the last
         day) occurring in the period for which payable, unless in the case of
         interest such calculation would result in a usurious rate, in which
         case interest shall be calculated on the basis of a year of 365 or 366
         days, as the case may be.

         Section 2.5. AMENDMENT TO SECTIONS 4.2 THROUGH 4.6. Sections 4.2
through 4.6 of the Agreement are each amended in their respective entireties to
read as follows:

                  Section 4.2 MINIMUM AMOUNTS. Except for prepayments pursuant
         to Article 5 hereof and Loans made pursuant to subsections 2.7 (e) and
         4.1(b), each Base Rate Account and each prepayment of principal of a
         Loan shall be in an amount at least equal to One Dollar ($1.00).

                  Section 4.3 CERTAIN NOTICES. Notices by Parent to the Agent of
         terminations or reductions of Commitments and of borrowings and
         prepayments of Loans shall be irrevocable and shall be effective only
         if received by the Agent not later than (a) 1:00 p.m. on the Business
         Day of any repayment of Loans, (b) 12:00 noon on the Business Day of
         the requested borrowing under the Loans subject to Base Rate Accounts,
         or (c) 1:00 p.m. on the Business Day prior to the date of the relevant
         termination, reduction, borrowing, or other prepayment specified below:


Page 9
<PAGE>

<TABLE>
<CAPTION>
        ================================================================== ================================
                                                                                      Number of
                                     Notice                                      Business Days Prior
        ================================================================== ================================
        <S>                                                                <C>
                 Termination or reduction of Commitments                                  3
        ------------------------------------------------------------------ --------------------------------
                 Prepayment  or  repayment  of Loans  subject to
                 Base Rate Accounts                                                       1
        ================================================================== ================================
</TABLE>

                  Any notices of the type described in this Section 4.3 which
         are received by the Agent after the applicable time set forth above on
         a Business Day shall be deemed to be received and shall be effective on
         the next Business Day. Each such notice of termination or reduction
         shall specify the amount of the Commitments to be terminated or
         reduced. Each such notice of borrowing or prepayment shall specify (a)
         the amount (subject to Section 4.2 hereof) to be borrowed or prepaid;
         and (b) the date of borrowing, or prepayment (which shall be a Business
         Day). Except as may otherwise be provided by Section 4.6, the Agent
         shall notify the Banks of the contents of each such notice on the date
         of its receipt of the same or, if received on or after the applicable
         time set forth above on a Business Day, on the next Business Day.

                           Section 4.4 PREPAYMENTS.

                                    (a) MANDATORY. If on any date (i) the
                  aggregate Outstanding Revolving Credit exceeds the aggregate
                  Borrowing Base or (ii) the Outstanding Revolving Credit
                  applicable to a Borrower exceeds the Borrowing Base for such
                  Borrower, then the Borrowers shall, jointly and severally, on
                  or before 1:00 p.m. on such date, prepay the outstanding
                  Tranche A Loans by the amount of the excess or, if no Tranche
                  A Loans are outstanding and the applicable Outstanding
                  Revolving Credit exceeds the applicable Borrowing Base,
                  immediately pledge to the Agent cash or cash equivalents in an
                  amount equal to the excess as security for the Tranche A
                  Obligations. Notwithstanding the forgoing, if the Outstanding
                  Revolving Credit exceeds the Borrowing Base by an amount equal
                  to or less than Four Million Dollars ($4,000,000) (with the
                  amount of such excess equal to or less than $4,000,000, herein
                  the "PERMITTED OVERADVANCE") after the first time Agent
                  reclassifies certain Receivables as not Eligible Accounts
                  and/or establishes new or increased reserves under the
                  Borrowing Base (as calculated as of October 31, 2000) in
                  November of 2000 as a result of the Agent's examination of the
                  Collateral, then the amount of the Permitted Overadvance shall
                  not be required to be repaid on the date the overadvance is
                  established but shall be repaid in weekly installments
                  beginning the first Friday after the Permitted Overadvance is
                  established and continuing each Friday thereafter until and
                  including the earlier of (i) Friday December 8, 2000 or (ii)
                  the date when the Outstanding Revolving Credit no longer
                  exceeds the Borrowing Base (the period during which the
                  Permitted Overadvance is repaid is herein the "REPAYMENT
                  PERIOD"). Each such installment shall be in an amount equal to
                  the quotient obtained by dividing the Permitted Overadvance by
                  the number of Fridays from and including the first Friday
                  payment date under the forgoing sentence to and including
                  Friday December 8, 2000. Each installment repayment of the
                  Permitted Overadvance shall be applied to the Tranche A Loans.
                  If on any date during the Repayment Period, the sum of (a) the
                  aggregate Outstanding Revolving Credit minus (b) the permitted
                  amount of the Permitted Overadvance (i.e., the original amount
                  of the Permitted Overadvance minus the installments which have
                  then been required to be repaid thereon as of such date)
                  exceeds the aggregate Borrowing Base, then the Borrowers
                  shall, jointly and severally, on or before 1:00 p.m. on such
                  date, prepay the outstanding Tranche A Loans (if any) in the
                  amount of the excess.


Page 10
<PAGE>

                                    (b) CONTROL OF CASH AND APPLICATION TO
                  OBLIGATIONS. Under the terms of the Security Agreement, the
                  Borrowers have instructed all customers and other Persons
                  making payment on Receivables and other Collateral to make all
                  payments thereon to a post office box or boxes established in
                  accordance with the Lockbox Agreements. The funds on deposit
                  in the Lockbox Accounts are required under the terms of the
                  Security Agreement to be paid to the Agent on a daily basis by
                  automated clearinghouse debit for credit to the Concentration
                  Account or by wire transfer. The funds deposited into the
                  Concentration Account (over which no Borrower shall have any
                  control) or wire transferred to Agent from the Lockbox
                  Accounts (the "AVAILABLE CASH") shall, be applied by the Agent
                  for the benefit of the Banks as follows:

                                             (i) if no Event of Default exists,
                  first, as a payment of the outstanding principal amount of the
                  Tranche A Loans, second, as a payment of accrued and unpaid
                  interest on the Tranche A Loans, and third, to the repayment
                  of any other Tranche A Obligations which are due and
                  outstanding, and if after the foregoing applications,
                  Available Cash remains available to be disbursed (even if
                  Tranche B Obligations are outstanding), the Agent shall
                  deposit such remaining amount to one of the Borrowers'
                  Disbursement Accounts or transfer such funds as Parent shall
                  otherwise direct; or

                                             (ii) if an Event of Default exists,
                  the Available Cash shall be applied by the Agent in accordance
                  with SECTION 4.5 hereof.

                                    (c) OPTIONAL PREPAYMENT; PREPAYMENT PENALTY.
                  Subject to SECTION 4.2 hereof, the provisions of this CLAUSE
                  (c) and the terms of the Intercreditor Agreement, the
                  Borrowers may, at any time and from time to time without
                  premium or penalty upon prior notice to the Agent as specified
                  in SECTION 4.3 hereof, prepay or repay any Loan in full or in
                  part; provided that no Tranche B Loan may be prepaid prior to
                  the payment in full of all the then outstanding Tranche A
                  Obligations and the irrevocable termination of the
                  Commitments. In the event the Borrowers prepay the Loans in
                  full and all the Commitments are terminated on or before the
                  first anniversary of the Closing Date (whether voluntarily or
                  as a result of the occurrence of an Event of Default), the
                  Borrowers agree, jointly and severally, to pay to the Agent
                  for the benefit of each Bank a prepayment fee for each Bank
                  equal to one-half of one percent (0.5%) of the sum of the
                  Commitments held by such Bank as calculated immediately prior
                  to giving effect to such prepayment and termination. Such
                  prepayment fee shall be due and payable on the first date
                  after the Loans have been prepaid in full and the Commitments
                  have been terminated.

                  Section 4.5 METHOD OF PAYMENT. Except as otherwise expressly
         provided herein, all payments of principal, interest, and other amounts
         to be made by any Borrower or any Obligated Party under the Loan
         Documents shall be made to the Agent at the Principal Office for the
         account of each Bank's Applicable Lending Office in Dollars and in
         immediately available funds, without setoff, deduction, or
         counterclaim, not later than 1:00 p.m. on the date on which such
         payment shall become due (each such payment made after such time on
         such due date to be deemed to have been made on the next succeeding
         Business Day). Each Borrower and each Obligated Party shall, at the
         time of making each such payment, specify to the Agent the sums payable
         under the Loan Documents to which such payment is to be applied
         (provided that with respect to any payments to be applied to pay the
         principal of the Loans or interest thereon, no Borrower shall have the
         right to allocate such payments to pay the principal amount of or
         interest on the Tranche B Loans prior to the payment in full of all the
         Tranche A Obligations and the


Page 11
<PAGE>

         irrevocable termination of the Commitments, and such payments are
         permitted by the Intercreditor Agreement). In the event that a Borrower
         fails to so specify, or if an Event of Default has occurred and is
         continuing, the Agent may apply such payment and any proceeds of any
         Collateral to the Obligations in such order and manner as it may elect
         in its sole discretion, subject to SECTION 4.6 hereof and the terms of
         the Intercreditor Agreement. Except as otherwise provided in SECTION
         4.6 and in the Intercreditor Agreement, each payment received by the
         Agent under any Loan Document for the account of a Bank shall be paid
         to such Bank by 3:00 p.m. on the date the payment is deemed made to the
         Agent in immediately available funds, for the account of such Bank's
         Applicable Lending Office. Whenever any payment under any Loan Document
         shall be stated to be due on a day that is not a Business Day, such
         payment may be made on the next succeeding Business Day, and such
         extension of time shall in such case be included in the computation of
         the payment of interest and commitment fee, as the case may be.

                  Section 4.6 WEEKLY SETTLEMENT AMONG BANKS; PRO RATA TREATMENT.
         Notwithstanding anything herein to the contrary, the arrangements
         between the Agent and the Banks with respect to making and advancing
         the Loans and making payments under Letters of Credit may, in the
         Agent's discretion, be handled on the following basis: no less than
         once a week (but otherwise as frequently as the Agent may determine is
         necessary in its discretion), the Agent will provide each Bank on or
         before 11:00 a.m. on a Business Day with a statement showing, for the
         period of time since the date of the most recent of such statements
         previously provided, the aggregate principal amount of new Loans made
         to any Borrower by the Agent as a Bank, the aggregate amount of
         drawings on Letters of Credit which have not been reimbursed, the
         aggregate face amount of new Letters of Credit issued for the account
         of any Borrower, the amount of remittances and payments actually
         collected and applied by the Agent to reduce the outstanding principal
         balance of the Loans and to reimburse Letter of Credit Liabilities
         during such period and the outstanding principal balances of the Loans
         and the aggregate Letter of Credit Liabilities outstanding at the end
         of such period. If as of the date of the delivery of such statement,
         the Agent in its capacity as a Bank holds an interest in the Loans and
         the unreimbursed Reimbursement Obligations outstanding as of such
         statement date in excess of its pro rata share based on its Commitment
         Percentage, each Bank shall be obligated to advance to the Agent its
         pro-rata (based on such Bank's Commitment Percentage) or other share of
         such excess so that after giving effect to all such advances, the Banks
         shall hold the Loans and the unreimbursed Reimbursement Obligations
         outstanding as of such statement date pro rata in accordance with their
         respective Commitment Percentages. If as of the date of the delivery of
         such statement, the Agent in its capacity as a Bank holds an interest
         in the Loans and the unreimbursed Reimbursement Obligations outstanding
         as of such statement date in an amount less than its pro rata share
         based on its Commitment Percentage, then the Agent in its capacity as a
         Bank shall be obligated to advance to the other Banks such amounts as
         will be necessary so that after giving effect thereto the Banks shall
         hold the Loans and the unreimbursed Reimbursement Obligations
         outstanding as of such statement date pro rata in accordance with their
         respective Commitment Percentages. Advances made pursuant to this
         weekly settlement procedure by the Agent or any Bank must be made on or
         before 3:00 p.m. on the date of the Bank's receipt of such statement to
         the Agent at the Principal Office, in immediately available funds.
         Until funded by the Banks in accordance with the foregoing, the Agent
         as a Bank shall be entitled to any interest on amounts it advanced to
         or on behalf of any Borrower as a result of the foregoing weekly
         settlement procedures and interest and commitment fees shall be
         calculated and paid to give effect to the actual amounts outstanding to
         each Bank. In between dates when the statement by the Agent is
         delivered under this SECTION 4.6, repayments received shall be applied
         to the Tranche A Loans made by the Agent as a Bank. If as a result of
         the foregoing the Tranche A Loans of the Agent as a Bank are repaid in
         full, then to the extent any further amounts are available for
         repayment on such day hereunder, Agent shall, on such day, settle with
         the


Page 12
<PAGE>

         Banks in accordance with this SECTION 4.6. Except as a result of the
         foregoing or to the extent otherwise provided herein or in the
         Intercreditor Agreement: (a) each Loan shall be made by the Banks, each
         payment of commitment fees under SECTION 2.5 and letter of credit fees
         under SUBSECTION 2.7(c) hereof shall be made for the account of the
         Banks, and each termination or reduction of the Commitments shall be
         applied to the Commitments of the Banks, pro rata according to their
         respective Commitment Percentages; (b) each payment and prepayment of
         principal of or interest on Loans or Reimbursement Obligations by any
         Borrower shall be made to the Agent for the account of the Agent or the
         Banks holding such Loans or Reimbursement Obligations (or participation
         interests therein) pro rata in accordance with the respective unpaid
         principal amounts of such Loans or participation interests held by the
         Agent or such Banks; PROVIDED that if any payments of principal are
         received when Tranche A Loans are outstanding, such payments shall be
         applied to the Tranche A Loans, until the Tranche A Obligations are
         paid in full and no payment shall be made on the Tranche B Obligations
         until all the Tranche A Obligations are paid in full, the Commitments
         have been irrevocably terminated and such payments are permitted by the
         Intercreditor Agreement; (c) proceeds of Collateral received after an
         Event of Default and after the Commitments have been irrevocably
         terminated shall be shared by the Agent and the Banks pro rata in
         accordance with the respective unpaid principal amounts of and interest
         on the Obligations then due the Agent and the Banks and shall be
         applied by each Bank as follows:

                  (i) first to its Tranche A Obligations (in such order and
         manner as such Bank may determine) until the Tranche A Obligations are
         paid and performed in full in cash;

                  (ii) second, subject to the terms of the Intercreditor
         Agreement, to the principal amounts outstanding under the Tranche B
         Loans and the accrued and unpaid interest thereon in such order and
         manner as such Bank may determine;

         and (d) the Banks (other than the Agent) shall purchase from the Agent
         participations in the Letters of Credit to the extent of their
         respective Commitment Percentages. If at any time payment, in whole or
         in part, of any amount distributed by the Agent hereunder is rescinded
         or must otherwise be restored or returned by Agent as a preference,
         fraudulent conveyance or otherwise under any bankruptcy, insolvency or
         similar law, then each Person receiving any portion of such amount
         agrees, upon demand, to return the portion of such amount it has
         received to the Agent. Portions of the proceeds of Collateral received
         by the Agent may thereafter be held by the Agent as collateral for the
         Tranche A Obligations which are contingent (including without
         limitation, those contingent reimbursement obligations arising in
         connection with Letters of Credit and the contingent obligations
         arising under the indemnification and expense reimbursement provisions
         of this Agreement) without any obligation on the Agent to apply such
         proceeds to the amounts owing in connection with the Tranche B Loans.
         In the event that the contingent Tranche A Obligations terminate, the
         Agent agrees to apply such proceeds to the obligations arising in
         connection with the Tranche B Loans as herein provided but subject to
         the terms of the Intercreditor Agreement. Notwithstanding anything
         contained herein to the contrary, if the Agent shall ever acquire any
         Collateral through foreclosure or by a conveyance in lieu of
         foreclosure or by retaining any of the Collateral in satisfaction of
         all or part of the Obligations or if any proceeds received by the Agent
         to be distributed and shared pursuant to this SECTION 4.6 are in a form
         other than immediately available funds, the Agent shall not be required
         to remit any share thereof under the terms hereof and the Banks shall
         only be entitled to their undivided interests in the Collateral or
         noncash proceeds as determined hereby. While any Collateral or other
         property to be shared pursuant to this SECTION 4.6 is held by the Agent
         pursuant to this SECTION 4.6, the Agent shall hold such Collateral or
         other property for the benefit of the Banks in accordance with their
         respective undivided interest therein and all matters relating to the


Page 13
<PAGE>

         management, operation, further disposition or any other aspect of such
         Collateral shall be resolved by the agreement of the Required Banks.
         The Banks agree that the Tranche B Obligations are subordinate and
         junior in right of payment to the prior payment in full in cash of all
         Tranche A Obligations and all Term Loan Obligations (as that term is
         defined in the Intercreditor Agreement) as provided herein and in the
         Intercreditor Agreement.

         Section 2.6. AMENDMENT TO ARTICLE 7. Article 7 of the Agreement is
amended by deleting Section 7.21 in its entirety.

         Section 2.7. AMENDMENTS TO SECTION 9.4. Section 9.4 of the Agreement is
amended as follows:

                  (i) clause (b) is amended in its entirety to read as follows:

                           (b) Parent and any Subsidiary may declare and pay
                  dividends (i) on their common stock payable solely in shares
                  of common stock and (ii) on their preferred stock payable
                  solely in shares of such preferred stock;

                  (ii) A new clause (d) is added thereto immediately after
         clause (c) to read in its entirety as follows and in accordance
         therewith the period at the end of clause (c) is deleted and replaced
         with a "; and":

                           (d) Parent may from time to time convert all or any
                  number of shares of preferred stock issued by Parent into
                  shares of common stock issued by Parent in accordance with the
                  terms of Parent's articles of incorporation (including without
                  limitation, each Certificate of Designation of the powers and
                  preferences applicable to each class of its preferred stock)
                  and any other documents governing the rights and obligations
                  of the holders of such preferred stock issued by Parent.

         Section 2.8. AMENDMENT TO SECTION 8.1. Clauses (d) and (e) of Section
8.1 of the Agreement are hereby amended in their entirety to read as follows:

                           (d) BORROWING BASE REPORT. (i) On each Tuesday
                  (unless Tuesday is not a Business Day, then on the following
                  Wednesday), a Borrowing Base Report together with a
                  Receivables aging report, sales report summary, collections
                  report (including lockbox activity statements) and customer
                  credit report (reflecting all journal entries and adjustments)
                  for each Borrower and all prepared as of the immediately
                  preceding Friday, provided that the contra accounts and
                  amounts due from affiliates need not be adjusted more than
                  once each month in the Borrowing Base Reports delivered under
                  this clause (d), such adjustments to occur simultaneously with
                  the adjusted amounts thereof set forth in the monthly
                  Borrowing Base Reports required to be delivered under clause
                  (ii) below; (ii) within fifteen (15) days after the last day
                  of each month, or within one (1) Business Day of any other
                  date the Agent may select in its discretion by written notice
                  to Parent (each such day or date a "REPORT DATE"), a Borrowing
                  Base Report together with a Receivable aging report, sales
                  report summary, collections report (including lockbox activity
                  statements) and customer credit report (reflecting all journal
                  entries and adjustments) for each Borrower as of the
                  applicable Report Date, and (iii) within fifteen (15) days
                  after the last day of each month, a report in form and
                  substance acceptable to the Agent showing a calculation of the
                  amount of the Parent's and the Subsidiaries' reserves
                  established under clause (c) of the definition of the term
                  "Borrowing Base"; and


Page 14
<PAGE>

                           (e) RECEIVABLE REPORTING; CASH FLOW FORECAST. Each
                  Business Day a Receivables Report in the form of Exhibit "G"
                  (and for purposes of preparing the Receivables Reports under
                  this clause (e), it shall be assumed that each Business Day
                  ends at 2:00 p.m., with any other activity occurring on such
                  Business Day after such 2:00 p.m. deadline to be deemed to
                  have occurred on the next succeeding Business Day) and on each
                  Tuesday of each week (unless Tuesday is not a Business Day,
                  then on the next preceding Business Day) beginning November
                  21, 2000, a cash flow forecast for the Parent and the
                  Subsidiaries prepared on a consolidated and consolidating
                  basis for the then current week and the next 12 weeks, in
                  reasonable detail and otherwise in form and substance
                  acceptable to the Agent;

         Section 2.9. AMENDMENT TO ARTICLE 10. Article 10 of the Agreement is
amended in its entirety to read as follows:

                  Section 10.1 MINIMUM FIXED CHARGES COVERAGE RATIO. As of each
         date set forth in the table below, Parent shall not permit the ratio of
         its Modified EBITDA to its Fixed Charges, both calculated for the four
         (4) Fiscal Quarters then ended (or, if as of such date less than four
         (4) Fiscal Quarters have elapsed since September 30, 2000, then for the
         Fiscal Quarters that have completely elapsed since September 30, 2000),
         to be less than the ratio set forth below opposite the applicable date:

<TABLE>
<CAPTION>
              ==================================================== ======================================
                                     Date                                          Ratio
              ==================================================== ======================================
              <S>                                                  <C>
                               December 31, 2000                                .60 to 1.00
              ---------------------------------------------------- --------------------------------------
                                March 31, 2001                                  .60 to 1.00
              ---------------------------------------------------- --------------------------------------
                                 June 30, 2001                                  .65 to 1.00
              ---------------------------------------------------- --------------------------------------
                              September 30, 2001                                .70 to 1.00
              ---------------------------------------------------- --------------------------------------
                               December 31, 2001                                .85 to 1.00
              ==================================================== ======================================
</TABLE>

                  As used in this Section 10.1 the following terms have the
following meanings:

                           "MODIFIED EBITDA" means, for any period, the total of
                  the following for Parent calculated on a consolidated basis
                  without duplication: (a) EBITDA minus (b) Capital
                  Expenditures.

                           "FIXED CHARGES" means, for any period, the total of
                  the following for Parent calculated on a consolidated basis
                  without duplication: (a) scheduled amortization of Debt plus
                  (b) interest expense (excluding non-cash amortization of
                  capitalized credit costs) plus (c) cash taxes.

                  Section 10.2 MAXIMUM DEBT TO EBITDA RATIO. As of the last day
         of each of the Fiscal Quarters listed below, Parent shall not permit
         the ratio of (a) the principal amount of all Debt of the Parent and the
         Subsidiaries outstanding as of such date determined on a consolidated
         basis to (b) the EBITDA calculated for the four (4) Fiscal Quarter
         period ending on the last day of such Fiscal Quarter to be more than:
         (i) 7.75 to 1.00 as of the Fiscal Quarter ending on September 30, 2001;
         or (ii) 6.75 to 1.00 as of the Fiscal Quarter ending on December 31,
         2001.

                  Section 10.3 Deleted

                  Section 10.4 MINIMUM INTEREST COVERAGE RATIO. As of each date
         set forth in the table below, Parent shall not permit the ratio of its
         EBITDA to its consolidated interest expense (excluding non-cash
         amortization of capitalized credit costs) both


Page 15
<PAGE>

         calculated for the four (4) Fiscal Quarters then ended (or, if as of
         such date less than four (4) Fiscal Quarters have elapsed since
         September 30, 2000, then for the Fiscal Quarters that have completely
         elapsed since September 30, 2000), to be less than the ratio set forth
         below opposite the applicable date:

<TABLE>
<CAPTION>
              ==================================================== ======================================
                                     Date                                          Ratio
              ==================================================== ======================================
              <S>                                                  <C>
                               December 31, 2000                               1.20 to 1.00
              ---------------------------------------------------- --------------------------------------
                                March 31, 2001                                 1.05 to 1.00
              ---------------------------------------------------- --------------------------------------
                                 June 30, 2001                                 1.15 to 1.00
              ---------------------------------------------------- --------------------------------------
                              September 30, 2001                               1.20 to 1.00
              ---------------------------------------------------- --------------------------------------
                               December 31, 2001                               1.35 to 1.00
              ==================================================== ======================================
</TABLE>

                  Section 10.5 MINIMUM EBITDA. As of each date set forth in the
         table below, Parent shall cause its EBITDA calculated for the four (4)
         Fiscal Quarters then ended (or, if as of such date less than four (4)
         Fiscal Quarters have elapsed since September 30, 2000, then for the
         Fiscal Quarters that have completely elapsed since September 30, 2000)
         to be not less than the amount set forth below opposite the applicable
         period:

<TABLE>
<CAPTION>
              ==================================================== ======================================
                                     Date                                         Amount
              ==================================================== ======================================
              <S>                                                  <C>
                               December 31, 2000                                $9,000,000
              ---------------------------------------------------- --------------------------------------
                                March 31, 2001                                  $15,500,000
              ---------------------------------------------------- --------------------------------------
                                 June 30, 2001                                  $25,400,000
              ---------------------------------------------------- --------------------------------------
                              September 30, 2001                                $34,000,000
              ---------------------------------------------------- --------------------------------------
                               December 31, 2001                                $39,000,000
              ==================================================== ======================================
</TABLE>

                  Section 10.6 CAPITAL EXPENDITURE LIMITS. Parent shall not, and
         shall not permit any Subsidiary to, make or incur Capital Expenditures
         during any Fiscal Year in excess of an aggregate amount for Parent and
         all Subsidiaries equal to $3,000,000.

         Section 2.10. AMENDMENT TO SECTION 11.1. Section 11.1 of the Agreement
is amended to add new clauses (p) and (q) thereto to read in their respective
entireties as follows:

                  (p) If:

                           (i) after giving pro forma effect to the payment of
                  the interest due on the Senior Subordinated Notes in December
                  of 2000, the Aggregate Borrowing Availability (as calculated
                  as of December 8, 2000) is less than Five Million Dollars
                  ($5,000,000); or

                           (ii) with respect to any date on which interest is
                  due on the Senior Subordinated Notes other than as described
                  in clause (i) (any such date a "SUBDEBT INTEREST PAYMENT
                  DATE"), the Average Daily Amount (as defined below) after
                  giving pro forma effect to the payment of the interest due on
                  the applicable Subdebt Interest Payment Date is less than Five
                  Million Dollars ($5,000,000), with the following terms having
                  the following meanings:

                                    "AVERAGE DAILY AMOUNT" means the average
                           daily sum of the following calculated for the sixty
                           (60) day period (the "Calculation Period") ending on
                           the Calculation Date (as defined below), without
                           duplication:

                                    (A) the Aggregate Borrowing Availability;
                                    plus

                                    (B) the cash proceeds of any amounts
                                    contributed to the Parent as


Page 16
<PAGE>

                                    equity during the Calculation Period (any
                                    such proceeds, herein the "EQUITY
                                    Proceeds").

                           The Average Daily Amount shall be calculated as if
                           the following were made or received, as applicable,
                           as of the first day of the Calculation Period: (i)
                           the required interest payment on the Senior
                           Subordinated Notes to be made on the applicable
                           Subdebt Interest Payment Date and (ii) any related
                           Equity Proceeds received during the applicable
                           Calculation Period.

                                    "CALCULATION DATE" means, with respect to
                           each Subdebt Interest Payment Date, the date which is
                           the second Friday before the applicable Subdebt
                           Interest Payment Date; or

                           (iii) after making the payment of the interest due on
                  any Subdebt Interest Payment Date, the Aggregate Borrowing
                  Availability on the Subdebt Interest Payment Date is less than
                  Five Million Dollars ($5,000,000).

                  (q) MS Acquisition Limited shall fail to fund the purchase
         price for the purchase of its participation interests in the Tranche B
         Loans as required by the terms of that certain Master Participation
         Agreement dated November 17, 2000 among MS Acquisition Limited and the
         Banks.

         Section 2.11. AMENDMENT TO SECTION 12.8. Section 12.8 of the Credit
Agreement is amended in its entirety to read as follows:

                  Section 12.8 ADMINISTRATIVE FEE. The Borrowers agree, jointly
         and severally, to pay to the Agent a quarterly administrative fee in an
         aggregate amount equal to Fifteen Thousand Dollars ($15,000), such fee
         payable on December 31, 2000 and on the last day of each Fiscal Quarter
         thereafter until the Termination Date.

         Section 2.12. AMENDMENT TO SECTION 13.1. Section 13.1 of the Agreement
is amended in its entirety to read as follows:

                  Section 13.1 EXPENSES. Each Borrower hereby agrees, jointly
         and severally, to pay on demand: (a) all costs and expenses of the
         Agent and each Bank arising in connection with the preparation,
         negotiation, execution, and delivery of the Loan Documents, including,
         without limitation, the fees and expenses of legal counsel for the
         Agent; (b) all costs and expenses of the Agent and each Bank arising in
         connection with the preparation, negotiation, execution and delivery of
         any and all amendments or other modifications to the Loan Documents,
         including, without limitation, the fees and expenses of legal counsel
         for the Agent and each Bank; (c) all fees, costs and expenses of the
         Agent arising in connection with any Letter of Credit, including the
         Agent's customary fees for amendments, transfers and drawings on
         Letters of Credit; (d) all costs and expenses of the Agent and each
         Bank in connection with any Default and the enforcement of any Loan
         Document, including, without limitation, the fees and expenses of legal
         counsel for the Agent; (e) all transfer, stamp, documentary, or other
         similar taxes, assessments, or charges levied by any Governmental
         Authority in respect of any Loan Document; (f) all costs, expenses,
         assessments, and other charges incurred in connection with any filing,
         registration, recording, or perfection of any security interest or Lien
         contemplated by any Loan Document; and (g) all other costs and expenses
         incurred by the Agent or any Bank in connection with any Loan Document,
         including, without limitation, all costs, expenses, and other charges
         incurred in connection with any field examination, audit or appraisal
         in respect of the Borrowing Base, the Collateral or the records of the
         Borrowers and the Obligated Parties relating thereto or engaging any
         third


Page 17
<PAGE>

         party to provide consulting or other services to the Agent and the
         Banks in connection with any matter relating to the Borrowers, the
         Obligated Parties, the Collateral or the Loan Documents.

         Section 2.13. AMENDMENT TO EXHIBITS. Exhibit "A" of the Agreement is
hereby amended to be Exhibit "A-1" to the Agreement and to read in its entirety
as set forth on Exhibit "A-1" attached hereto. Exhibits "A-2" and "A-3" are
hereby added to the Agreement to read as set forth on Exhibits "A-2" and "A-3"
attached hereto, respectively. Exhibits "B," "C" and "G" of the Agreement are
amended to read in their respective entireties as set forth on Exhibits "B," "C"
and "G" attached hereto, respectively.

                                  ARTICLE III.

                              CONDITIONS PRECEDENT

         Section 3.1. CONDITIONS. The effectiveness of Article II and Sections
4.1, 4.2 and 4.3 of this Amendment are subject to the conditions precedent that
no Default (other than the Existing Defaults) and no event or condition that
would have a Material Adverse Effect shall exist as of the effective date hereof
and the Agent shall have received all of the following, all in form and
substance acceptable to the Agent and the Banks and dated (unless other
indicated or not applicable) the date hereof, all on or before November 21,
2000:

                  (a) RESOLUTIONS; AUTHORITY. Resolutions of the Board of
Directors of each Borrower, J.R. Investments Corp. ("J.R."), as the general
partner of Richmont Capital Partners I, L.P. ("RICHMONT") and MSSC Acquisition
Corp ("MSSC"), as the general partner of MS Acquisition Limited ("MS LIMITED"
and MSSC, J.R. and the Borrowers, herein the "CORPORATE TRANSACTION PARTIES" and
the Corporate Transaction Parties, MS Limited and Richmont, herein the
"TRANSACTION PARTIES") certified by its Secretary or an Assistant Secretary
which authorize its or, as applicable Richmont's and MS Limited's, execution,
delivery, and performance of this Amendment, the Notes executed pursuant hereto
and the Master Participation Agreement dated the date hereof to be among the
Banks and MS Limited (the "MASTER PARTICIPATION AGREEMENT" and all such
documents, collectively the "TRANSACTION DOCUMENTS") to which it is or is to be
a party.

                  (b) INCUMBENCY CERTIFICATE. A certificate of incumbency
certified by the Secretary or an Assistant Secretary of each Corporate
Transaction Party certifying the names of its officers (i) who are authorized to
sign the Transaction Documents to which it is or is to be a party (including the
certificates contemplated herein) or, as applicable, with respect J.R. and MSSC,
to which Richmont and MS Limited is or is to be a party, together with specimen
signatures of each such officer (unless specimen signatures of such officer have
previously been delivered) and (ii) who will, until replaced by other officers
duly authorized for that purpose, act as its representative for the purposes of
signing documentation and giving notices and other communications in connection
with the Credit Agreement and the transactions contemplated hereby.

                  (c) ORGANIZATIONAL DOCUMENTS. The articles of incorporation or
certificates of limited partnership of MSSC and MS Limited, as applicable,
certified by the Secretary of State of the state of its incorporation or
organization and dated a current date.

                  (d) BYLAWS; PARTNERSHIP AGREEMENTS. The bylaws or Partnership
Agreements, as applicable of MSSC and MS Limited certified by its Secretary or
an Assistant Secretary.

                  (e) GOVERNMENTAL CERTIFICATES. Certificates of the appropriate
government officials of the state of incorporation or organization of each
Transaction Party as to its existence and, to the extent applicable, good
standing, each dated a current date.

                  (f) NOTES. The Notes executed by each Borrower.


Page 18
<PAGE>

                  (g) MASTER PARTICIPATION AGREEMENT; PURCHASE PRICE. The Master
Participation Agreement executed by MS Limited and each of the Banks and
evidence that MS Limited shall have paid the Banks the initial purchase price
thereunder;

                  (h) OPINIONS OF COUNSEL. A favorable opinion of legal counsel
to the Borrowers as to such matters as the Agent may reasonably request.

                  (i) CONSENTS. A fully executed copy of a consent to the terms
of this Amendment executed by First Union National Bank (the "FUNB CONSENT").

                  (j) INDENTURE. Evidence that this Amendment and the
transactions contemplated hereby are permitted by the Indenture.

                  (k) DEBT CONVERSION. Copies of the documentation evidencing
and governing the Debt Conversion and evidence that the Debt Conversion shall
have occurred.

                  (l) DEBT RESTRUCTURING. Copies of the documentation outlining
the terms of the Debt restructure plan proposed by the Parent.

                  (m) BROMAR MERGER. Copies of the documentation evidencing and
governing the merger of Bromar, Inc. with and into Marketing Specialists Sales
Company.

                  (n) ATTORNEYS' FEES AND EXPENSES. Evidence that the costs and
expenses (including attorneys' fees) referred to in SECTION 13.1 of the
Agreement, to the extent incurred and invoiced, have been, or will be with the
proceeds of the initial Loan, paid in full, including costs and expenses
(including attorney's fees) of each Bank.

                  (o) ACKNOWLEDGMENT. This Amendment executed by Richmont and
all of the Borrowers.

                  (p) RICHMONT FINANCIAL STATEMENTS. Financial statements of
Richmont dated as of a date acceptable to the Banks and certified by a financial
officer of Richmont to have been prepared in accordance with GAAP and to fairly
and accurately present the financial condition and results of operation of
Richmont at the date and for the periods indicated therein.

                  (q) WAIVER FEE. A non-refundable fee in the aggregate amount
equal to One Hundred Fifty Thousand Dollars ($150,000) in consideration for the
waivers, consents and amendments provided in this Amendment.

                  (r) COUNSEL REVIEW. Evidence that all proceedings taken in
connection with the transactions contemplated by this Amendment and all
documentation and other legal matters incident thereto are satisfactory to Agent
and its legal counsel, Jenkens & Gilchrist, a Professional Corporation.

                                   ARTICLE IV.

   WAIVERS, CONSENTS, RATIFICATIONS, REPRESENTATIONS AND WARRANTIES, COVENANTS

         Section 4.1. WAIVER OF THE EXISTING DEFAULTS. Each Bank waives the
Existing Defaults and agrees not to exercise any rights or remedies available as
a result of the occurrence thereof. To induce the Banks to agree to the waiver
of the Existing Defaults, the Borrowers agree that this waiver shall not
constitute and shall not be deemed a waiver of any other Default, whether
arising as a result of the further violation of the Violated Covenants, further
Events of Default under Section 11.1(j) of the Agreement or otherwise, or a
waiver of any rights or remedies arising as a result of such other Defaults. The
failure to comply with the Violated Covenants for any date, or any period ending
on any date, other than as


Page 19
<PAGE>

described above in the definition of Existing Defaults shall constitute an Event
of Default. Each Bank also agrees that the Debt Conversion did not violate
Section 9.7 of the Agreement.

         Section 4.2. MS LIMITED SUBORDINATED DEBT. Each of the Banks consents
to the Parent's departure from Section 9.11 of the Agreement to permit the
repayment of the MS Limited Subordinated Debt as long as on the date of the
repayment of such Debt (i) no Default exists, (ii) after giving effect to such
payment, the Outstanding Revolving Credit is less than the Borrowing Base, and
(iii) the December 13 Purchase Price (as defined in the Master Participation
Agreement) has been paid simultaneously with such repayment. To induce the Banks
to agree to the consent in this Section 4.2, the Borrowers agree that this
consent shall not constitute and shall not be deemed a consent to the departure
from Section 9.11 of the Agreement with respect to any Debt other than the MS
Limited Subordinated Debt and the failure to observe the restrictions of Section
9.11 of the Agreement with respect to the prepayment of any other Debt shall
constitute an Event of Default. Each Bank agrees that the repayment of the MS
Limited Subordinated Debt is permitted by Section 9.7 of the Agreement.

         Section 4.3. RELEASE OF DEPOSIT. Each of the Banks consents and agrees
to the release of Agent's security interest in: (i) the Richmont Deposit for
purposes of the transfer thereof to MS Limited and (ii) the MS Deposit to allow
MS to use the proceeds thereof to fund its purchase of the participations under
the Master Participation Agreement.

         Section 4.4. RATIFICATIONS. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Agreement and except as expressly modified and superseded by this
Amendment, the terms and provisions of the Agreement and the other Loan
Documents are ratified and confirmed and shall continue in full force and
effect. Borrowers, the Agent, and the Banks party hereto agree that the
Agreement as amended hereby and the other Loan Documents shall continue to be
legal, valid, binding and enforceable in accordance with their respective terms.
Without limiting the generality of the forgoing, the Borrowers agree that the
term "Obligations" as used in the definition of the term "Obligations" in the
Security Agreement, includes without limitation, the obligations, indebtedness
and liabilities of the Borrowers under the Agreement as amended hereby and the
Notes executed pursuant hereto (including the Loans made pursuant to Section 2.1
of the Agreement after the date hereof).

         Section 4.5. REPRESENTATIONS AND WARRANTIES. Borrowers hereby represent
and warrant to Agent and the Banks as follows: (a) after giving effect to this
Amendment and the FUNB Consent, no Default has occurred and is continuing; (b)
after giving effect to this Amendment and the FUNB Consent, the representations
and warranties set forth in the Loan Documents are true and correct in all
material respects on and as of the date hereof with the same effect as though
made on and as of such date except with respect to any representations and
warranties limited by their terms to a specific date; (c) the execution,
delivery and performance of the Transaction Documents has been duly authorized
by all necessary action on the part of Borrowers and Richmont and does not and
will not: (1) violate any provision of law applicable to any Borrower or
Richmont, the certificate of incorporation, bylaws, partnership agreement,
membership agreement, or other applicable governing document of any Borrower or
Richmont or any order, judgment, or decree of any court or agency of government
binding upon any Borrower or Richmont, (2) after giving effect to the FUNB
Consent, conflict with, result in a breach of or constitute (with due notice or
lapse of time or both) a default under any material contractual obligation of
any Borrower or Richmont, including without limitation, the Indenture, the First
Union Loan Agreement and each agreement evidencing and governing the Debt of any
Borrower that is subordinate to the Obligations; (3) result in or require the
creation or imposition of any material lien upon any of the assets of Borrowers
or Richmont; or (4) after giving effect to the FUNB Consent, require any
approval or consent of any Person under any material contractual obligation of
Borrowers or Richmont; (d) the articles of incorporation, bylaws, partnership
agreement, certificate of limited partnership, membership agreement, articles of
organization or other applicable governing document of the Borrowers, Richmont
and J.R. and the resolutions of the Borrowers and J.R. attached as exhibits to
the Certificate of Secretary of Borrowers dated March 30, 2000 and the most
recent Certificate of Secretary of J.R. delivered to the Agent, have not been
modified or rescinded and remain in full force and effect; (e) neither Parent
nor any


Page 20
<PAGE>

Subsidiary has any Debt, except as of the date hereof, the Debt outstanding
under the Indenture and the other Debt as disclosed in the Parent's Form 10-Q
filed with the United States Securities and Exchange Commission for the period
ended June 30, 2000 (the "10-Q"); (f) the aggregate amount of the Debt which is
equal in right of payment to any unsecured portion of the Obligations is as set
forth in the 10-Q; (g) SCHEDULE 4.5(h) hereto sets forth the authorized, issued
and outstanding Equity Interests of Parent and, after giving effect to the Debt
Conversion, the shares of the stock of the Parent owned by each Permitted
Holder, reflecting for each Permitted Holder, the number and type of shares and
each such Permitted Holder's percentage interest in all the outstanding Equity
Interests issued by the Parent; (h) all of the outstanding capital stock of
Parent has been validly issued, is fully paid, and is nonassessable and except
as disclosed on SCHEDULE 4.5(h) hereto, there are no outstanding subscriptions,
options, warrants, calls, or rights (including preemptive rights) issued by the
Parent to acquire, and no outstanding securities or instruments convertible into
any Equity Interests of Parent; (i) the increase in the amount of the
Obligations contemplated hereby have been (and hereby are) designated as
"Designated Senior Indebtedness" (as defined in the Indenture) for all purposes
under the Indenture; and (j) AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR
OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN
DOCUMENTS AND IN ACCORDANCE THEREWITH IT:

                           (I) WAIVER. WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS,
         DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO
         THE DATE OF ITS EXECUTION OF THIS
         AMENDMENT AND

                           (II) RELEASE. RELEASES AND DISCHARGES THE AGENT AND
         THE BANKS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
         SHAREHOLDERS, AFFILIATES AND ATTORNEYS (COLLECTIVELY THE "RELEASED
         PARTIES") FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES,
         CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN
         OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH ANY
         BORROWER OR RICHMONT EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE
         AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR
         IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
         THEREBY.

         Section 4.6. POST-CLOSING COVENANTS. By March 15, 2001 and
notwithstanding anything to the contrary contained in Section 8.10 of the
Agreement, each Borrower shall deliver to Agent the following, all in form and
substance acceptable to the Agent: (a) a landlord or mortgage waiver duly
completed and executed for each location where any of its Collateral is located;
(b) lien acknowledgements from each third-party in possession of Collateral and
any other documents or instruments necessary to create, preserve, protect and
perfect the Liens of the Agent for the benefit of the Banks in the Collateral;
and (c) amendments or other modifications to the promissory notes originally
executed by Richmont Marketing Specialist, Inc. and otherwise described below
changing the subordination provisions thereof to reflect that all the
Obligations and all the Term Loan Obligations (as defined in the First Union
Loan Agreement) are senior debt under the subordination provisions thereof:

<TABLE>
<CAPTION>
         ======================= ==============================
                 Payee             Original Principal Amount
         ======================= ==============================
         <S>                     <C>
             Clark Brinkley               $174,116.02
         ----------------------- ------------------------------
              Barney Deal                 $148,061.35
         ----------------------- ------------------------------
              Donald Olin                 $28,554.82
         ----------------------- ------------------------------
               Doug Heyel                  $5,808.29
         ----------------------- ------------------------------
              Fred Manning                $87,057.78
         ----------------------- ------------------------------
            Joel Linebarger               $174,116.02
         ----------------------- ------------------------------
            Quincy Cummings              $4,547,302.00
         ----------------------- ------------------------------
               Gynn Eller                $6,879,912.00
         ======================= ==============================
</TABLE>


Page 21
<PAGE>

                                   ARTICLE V.

                                  MISCELLANEOUS

         Section 5.1. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made in this Amendment or any other Loan Document
including any Loan Document furnished in connection with this Amendment shall
survive the execution and delivery of this Amendment and the other Loan
Documents, and no investigation by Agent or any Bank or any closing shall affect
the representations and warranties or the right of Agent or any Bank to rely
upon them.

         Section 5.2. REFERENCE TO AGREEMENT. Each of the Loan Documents,
including the Agreement and any and all other agreements, documents, or
instruments now or hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Agreement as amended hereby, are hereby amended
so that any reference in such Loan Documents to the Agreement shall mean a
reference to the Agreement as amended hereby.

         Section 5.3. EXPENSES OF BANK. As provided in the Agreement, Borrowers
agree to pay on demand all costs and expenses incurred by Agent or any Bank in
connection with the preparation, negotiation, and execution of this Amendment
and the other Loan Documents executed pursuant hereto, including without
limitation, the costs and fees of Agent's and each Banks' legal counsel.

         Section 5.4. SEVERABILITY. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

         Section 5.5. APPLICABLE LAW. This Amendment and all other Loan
Documents executed pursuant hereto shall be governed by and construed in
accordance with the laws of the State of New York and the applicable laws of the
United States of America.

         Section 5.6. SUCCESSORS AND ASSIGNS. This Amendment is binding upon and
shall inure to the benefit of Agent, each Bank and each Borrower and its
respective successors and assigns, except Borrowers may not assign or transfer
any of their rights or obligations hereunder without the prior written consent
of the Banks.

         Section 5.7. SECTION COUNTERPARTS. This Amendment may be executed in
one or more counterparts and on telecopy counterparts, each of which when so
executed shall be deemed to be an original, but all of which when taken together
shall constitute one and the same agreement.

         Section 5.8. EFFECT OF WAIVER. No consent or waiver, express or
implied, by Agent or any Bank to or for any breach of or deviation from any
covenant, condition or duty by Borrowers shall be deemed a consent or waiver to
or of any other breach of the same or any other covenant, condition or duty.

         Section 5.9. HEADINGS. The headings, captions, and arrangements used in
this Amendment are for convenience only and shall not affect the interpretation
of this Amendment.

         Section 5.10. ENTIRE AGREEMENT. THIS AMENDMENT AND ALL OTHER
INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH
THIS AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT
BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OR


Page 22
<PAGE>

DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE
PARTIES HERETO.


Page 23
<PAGE>

Executed as of the date first written above.

                                BORROWERS:

                                MARKETING SPECIALISTS CORPORATION
                                MARKETING SPECIALISTS SALES COMPANY
                                PAUL INMAN ASSOCIATES, INC.
                                THE SALES FORCE COMPANIES, INC.


                                By:_____________________________________________
                                    Name:_______________________________________
                                         Authorized Officer for all Borrowers

                                AGENT AND BANKS:

                                THE CHASE MANHATTAN BANK,
                                individually as a Bank and as the Agent


                                By:_____________________________________________
                                   Jim L. Holloway, Senior Vice President

                                CREDIT SUISSE FIRST BOSTON


                                By:_____________________________________________
                                   Name:________________________________________
                                   Title:_______________________________________

                                FLEET CAPITAL CORPORATION


                                By:_____________________________________________
                                   Name:________________________________________
                                   Title:_______________________________________


Page 24
<PAGE>

                             OBLIGATED PARTY CONSENT

         Richmont: (i) consents and agrees to this Amendment; (ii) agrees that
the Loan Documents to which it is a party shall remain in full force and effect
and shall continue to be its legal, valid and binding obligation enforceable
against it in accordance with their respective terms; (iii) agrees that the
obligations, indebtedness and liabilities of the Borrowers arising under this
Amendment and the Notes executed pursuant hereto are "Obligations" as that term
is used in the Guaranty Agreement dated March 30, 2000 executed by Richmont in
favor of the Agent and the Banks (the "GUARANTY") and "Guaranteed Indebtedness"
as defined in the Guaranty; (iv) agrees that it remains obligated on the
Guaranty for the "Guaranteed Indebtedness" defined therein in an amount up to
$10,000,000; (v) acknowledges that it has transferred (and hereby does transfer)
all of its right, title and interest in and to the Richmont Deposit and the MS
Deposit to MS Limited and waives any right, title or interest therein; (vi)
agrees to, as required under the Guaranty, immediately deliver to Agent and the
Banks such financial statements and other related information as Agent or any
Bank shall request from time to time in a form acceptable to such requesting
Agent or Bank; (vii) represents and warrants that: (a) the representations and
warranties applicable to it in Section 4.5 hereof are true and correct on and as
of the date hereof; (b) it has available the financial resources that may be
necessary in order to avoid the occurrence of an Event of Default under clause
(q) of Section 11.1 of the Agreement, as amended by this Amendment; and (c) AS
OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR
COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE
THEREWITH IT:

                           (I) WAIVER. WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS,
         DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO
         THE DATE OF ITS EXECUTION OF THIS AMENDMENT AND

                           (II) RELEASE. RELEASES AND DISCHARGES THE AGENT AND
         THE BANKS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
         SHAREHOLDERS, AFFILIATES AND ATTORNEYS (COLLECTIVELY THE "RELEASED
         PARTIES") FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES,
         CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN
         OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH IT EVER
         HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY
         ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE
         LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

                                 RICHMONT CAPITAL PARTNERS I, L.P.

                                 By:    J.R. Investments Corp.,
                                        its Managing General Partner


                                 By:    ________________________________________
                                        Name:___________________________________
                                        Title:__________________________________


Page 25
<PAGE>

                                  EXHIBIT "A-1"
                                       TO
                        MARKETING SPECIALISTS CORPORATION
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                 TRANCHE A NOTE

<PAGE>

                                      NOTE
                                (Tranche A Loans)

$______________                                                          __, 20_

         FOR VALUE RECEIVED, the undersigned, MARKETING SPECIALISTS CORPORATION,
a Delaware corporation, PAUL INMAN ASSOCIATES, INC., a Michigan corporation,
MARKETING SPECIALISTS SALES COMPANY, a Texas corporation, and THE SALES FORCE
COMPANIES, INC., an Indiana corporation (collectively, the "BORROWERS"), hereby
promise, jointly and severally, to pay to the order of _________________________
(the "BANK"), at Agent's Principal Office, in lawful money of the United States
of America and in immediately available funds, the principal amount of
_______________________________________________ and No/100 Dollars
($_____________) or such lesser amount as shall equal the aggregate unpaid
principal amount of the Tranche A Loans made by the Bank to the Borrowers under
the Credit Agreement referred to below, on the dates and in the principal
amounts provided in the Credit Agreement, and to pay interest on the unpaid
principal amount of each such Tranche A Loan, at such office, in like money and
funds, for the period commencing on the date of such Tranche A Loan until such
Tranche A Loan shall be paid in full, at the rates per annum and on the dates
provided in the Credit Agreement.

         The Borrowers hereby authorize the Bank to record in its records the
amount of each Tranche A Loan and all payments of principal in respect thereof,
which records shall, in the absence of manifest error, constitute prima facie
evidence of the accuracy thereof; PROVIDED, HOWEVER, that the failure to make
such notation with respect to any such Tranche A Loan or payment shall not limit
or otherwise affect the obligations of the Borrowers under the Credit Agreement
or this Note.

         This Note is one of the Tranche A Notes referred to in the Credit
Agreement dated as of March 30, 2000, among the Borrowers, the Bank, the other
banks party thereto (the "BANKS"), and THE CHASE MANHATTAN BANK as agent for the
Banks (in such capacity, the "Agent" and such Credit Agreement, as the same has
been and may hereafter be amended or otherwise modified from time to time, being
referred to herein as the "CREDIT AGREEMENT") and evidences Tranche A Loans made
by the Bank thereunder. The Credit Agreement, among other things, contains
provisions for acceleration of the maturity of this Note upon the happening of
certain stated events and for prepayments of Tranche A Loans prior to the
maturity of this Note upon the terms and conditions specified in the Credit
Agreement. Capitalized terms used in this Note have the respective meanings
assigned to them in the Credit Agreement.

         This Note shall be governed by and construed in accordance with the
laws of the State of New York and the applicable laws of the United States of
America.

         Except for any notices expressly required by the Loan Documents, the
Borrowers and each obligor, surety, guarantor, endorser and other party ever
liable for payment of any sums of money payable on this Note jointly and
severally waive notice, presentment, demand for payment, protest, notice of
protest and non-payment or dishonor, notice of acceleration, notice of intent to
accelerate, notice of intent to demand, diligence in collecting, grace and all
other formalities of any kind, and consent to all extensions without notice for
any period or periods of time and partial payments, before or after maturity,
and any impairment of any collateral securing this Note, all without prejudice
to the holder. The holder shall similarly have the right to deal in any way, at
any time, with one or more of the foregoing parties without notice to any other
party, and to grant any such party any extensions of time for payment of any of
said indebtedness, or to release any such party or to release or substitute part
or all of the collateral securing this Note, or to grant any other indulgences
or forbearances whatsoever, without notice to any other party and without in any
way affecting the personal liability of any party hereunder.


Page 1
<PAGE>

         This Note along with the Tranche B Note payable to the Bank dated the
date hereof (the "New Notes") are executed in replacement of the Note dated
April 14, 2000 executed by the Borrowers and payable to the order of the Bank in
the original principal amount of $ __________ (the "PRIOR NOTE"). The New Notes
evidence the indebtedness previously evidenced by the Prior Note, which
indebtedness is not extinguished but continued under the terms of the New Notes.

                               MARKETING SPECIALISTS CORPORATION
                               PAUL INMAN ASSOCIATES, INC.
                               MARKETING SPECIALISTS SALES COMPANY
                               THE SALES FORCE COMPANIES, INC.

                               By:______________________________________________
                                   Name:________________________________________
                                        Authorized Officer for all Borrowers


Page 2
<PAGE>

                                  EXHIBIT "A-2"
                                       TO
                        MARKETING SPECIALISTS CORPORATION
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                 TRANCHE B NOTE

<PAGE>

PAYMENTS ON THIS NOTE ARE SUBJECT AND SUBORDINATE TO THE PRIOR PAYMENT IN FULL
OF OTHER INDEBTEDNESS AS PROVIDED IN THE CREDIT AGREEMENT DEFINED BELOW AND THE
INTERCREDITOR AGREEMENT DEFINED THEREIN.

                                      NOTE
                                (Tranche B Loans)

$______________                                                          __, 20_

         FOR VALUE RECEIVED, the undersigned, MARKETING SPECIALISTS CORPORATION,
a Delaware corporation, PAUL INMAN ASSOCIATES, INC., a Michigan corporation,
MARKETING SPECIALISTS SALES COMPANY, a Texas corporation, and THE SALES FORCE
COMPANIES, INC., an Indiana corporation (collectively, the "BORROWERS"), hereby
promise, jointly and severally, to pay to the order of _________________________
(the "BANK"), at Agent's Principal Office, in lawful money of the United States
of America and in immediately available funds, the principal amount of
_______________________________________________ and No/100 Dollars
($_____________) or such lesser amount as shall equal the aggregate unpaid
principal amount of the Tranche B Loans made by the Bank to the Borrowers under
the Credit Agreement referred to below, on the dates and in the principal
amounts provided in the Credit Agreement, and to pay interest on the unpaid
principal amount of each such Tranche B Loan, at such office, in like money and
funds, for the period commencing on the date of such Tranche B Loan until such
Tranche B Loan shall be paid in full, at the rates per annum and on the dates
provided in the Credit Agreement.

         The Borrowers hereby authorize the Bank to record in its records the
amount of each Tranche B Loan and all payments of principal in respect thereof,
which records shall, in the absence of manifest error, constitute prima facie
evidence of the accuracy thereof; PROVIDED, HOWEVER, that the failure to make
such notation with respect to any such Tranche B Loan or payment shall not limit
or otherwise affect the obligations of the Borrowers under the Credit Agreement
or this Note.

         This Note is one of the Tranche B Notes referred to in the Credit
Agreement dated as of March 30, 2000, among the Borrowers, the Bank, the other
banks party thereto (the "BANKS"), and THE CHASE MANHATTAN BANK as agent for the
Banks (in such capacity, the "AGENT" and such Credit Agreement, as the same has
been and may hereafter be amended or otherwise modified from time to time, being
referred to herein as the "CREDIT AGREEMENT") and evidences Tranche B Loans made
by the Bank thereunder. The Credit Agreement, among other things, contains
provisions for acceleration of the maturity of this Note upon the happening of
certain stated events and for prepayments of Tranche B Loans prior to the
maturity of this Note upon the terms and conditions specified in the Credit
Agreement. Capitalized terms used in this Note have the respective meanings
assigned to them in the Credit Agreement.

         This Note shall be governed by and construed in accordance with the
laws of the State of New York and the applicable laws of the United States of
America.

         Except for any notices expressly required by the Loan Documents, the
Borrowers and each obligor, surety, guarantor, endorser and other party ever
liable for payment of any sums of money payable on this Note jointly and
severally waive notice, presentment, demand for payment, protest, notice of
protest and non-payment or dishonor, notice of acceleration, notice of intent to
accelerate, notice of intent to demand, diligence in collecting, grace and all
other formalities of any kind, and consent to all extensions without notice for
any period or periods of time and partial payments, before or after maturity,
and any impairment of any collateral securing this Note, all without prejudice
to the holder. The holder shall similarly have the right to deal in any way, at
any time, with one or more of the foregoing parties


Page 1
<PAGE>

without notice to any other party, and to grant any such party any extensions of
time for payment of any of said indebtedness, or to release any such party or to
release or substitute part or all of the collateral securing this Note, or to
grant any other indulgences or forbearances whatsoever, without notice to any
other party and without in any way affecting the personal liability of any party
hereunder.

         This Note along with the Tranche A Note payable to the Bank dated the
date hereof (the "New Notes") are executed in replacement of the Note dated
April 14, 2000 executed by the Borrowers and payable to the order of the Bank in
the original principal amount of $ __________ (the "Prior Note"). The New Notes
evidence the indebtedness previously evidenced by the Prior Note, which
indebtedness is not extinguished but continued under the terms of the New Notes

                               MARKETING SPECIALISTS CORPORATION
                               PAUL INMAN ASSOCIATES, INC.
                               MARKETING SPECIALISTS SALES COMPANY
                               THE SALES FORCE COMPANIES, INC.

                               By:______________________________________________
                                   Name:________________________________________
                                        Authorized Officer for all Borrowers


Page 2
<PAGE>

                                  EXHIBIT "A-3"
                                       TO
                        MARKETING SPECIALISTS CORPORATION
                      SECOND AMENDMENT TO CREDIT AGREEMENT


                               REALLOCATION NOTICE

<PAGE>

                               Reallocation Notice

To:      Marketing Specialists Corporation
         17855 Dallas Parkway, Suite 200
         Dallas, Texas 76287

Ladies and Gentlemen:

         This Reallocation Notice (the "NOTICE") is being delivered pursuant to
Section 2.2 of that certain Credit Agreement (as amended, the "AGREEMENT") dated
as of March 30, 2000 among MARKETING SPECIALISTS CORPORATION, certain of its
subsidiaries, THE CHASE MANHATTAN BANK, as agent, and the Banks named therein.
All capitalized terms, unless otherwise defined herein, shall have the same
meanings as in the Agreement.

         Each Bank reallocates the principal amounts of its Tranche A Loans
designated below as Tranche B Loans:

<TABLE>
<CAPTION>
          ================================================== =================================================
                                                                Principal Amount of Tranche A Loans to be
                                Banks                                 reallocated as Tranche B Loans
          ================================================== =================================================
          <S>                                                <C>
          Chase                                              $
          -------------------------------------------------- -------------------------------------------------
          Credit Sussie                                      $
          -------------------------------------------------- -------------------------------------------------
          Fleet Capital                                      $
          ================================================== =================================================
</TABLE>


Page 1 of 2
<PAGE>

         IN WITNESS WHEREOF, the undersigned has executed this Notice effective
this _______ day of ____________.

                             THE CHASE MANHATTAN BANK,
                             as agent and as a bank


                             By:____________________________________________
                                 Name:______________________________________
                                 Title:_____________________________________

                             ACCEPTED AND AGREED TO:

                             CREDIT SUISSE FIRST BOSTON


                             By:____________________________________________
                                 Name:______________________________________
                                 Title:_____________________________________

                             FLEET CAPITAL CORPORATION


                             By:____________________________________________
                                 Name:______________________________________
                                 Title:_____________________________________

                             PARTICIPANT:

                             MS ACQUISITION LIMITED

                             By:    MSSC Acquisition Corp., its general partner


                                    By:_____________________________________
                                        Name:_______________________________
                                        Title:______________________________


Page 2 of 2
<PAGE>

                                   EXHIBIT "B"
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT


                             COMPLIANCE CERTIFICATE


<PAGE>

                             COMPLIANCE CERTIFICATE
                                     for the
                        quarter ending ________ __, ____

To:      The Chase Manhattan Bank
         2200 Ross Avenue, 4th Floor
         Dallas, Texas  75201

         and each Bank

Ladies and Gentlemen:

         This Compliance Certificate (the "CERTIFICATE") is being delivered
pursuant to Section 8.1(c) of that certain Credit Agreement (as amended, the
"AGREEMENT") dated as of March 30, 2000 among MARKETING SPECIALISTS CORPORATION
(the "PARENT") and certain of its subsidiaries (the "SUBSIDIARIES") and THE
CHASE MANHATTAN BANK, as agent, and the Banks named therein. All capitalized
terms, unless otherwise defined herein, shall have the same meanings as in the
Agreement. All the calculations set forth below shall be made pursuant to the
terms of the Agreement.

     The undersigned, an authorized financial officer of the Parent, does hereby
certify to the Agent and the Banks that:

1.       DEFAULT.

         No Default has occurred and is continuing or if a Default has occurred
         and is continuing, I have described on the attached Exhibit "A" the
         nature thereof and the steps taken or proposed to remedy such Default.

<TABLE>
<CAPTION>
2.                                                                                               COMPLIANCE
                                                                                                 ----------
<S><C>
        (a)  Annual  audited  financial   statements  of  Parent  and  the                Yes      No       N/A
             Subsidiaries on a consolidated basis within 90 days after the end
             of each Fiscal Year.

        (b)  Annual unaudited financial statement of Richmont.                            Yes      No       N/A
        (c)  Quarterly  financial  statement  of Richmont  with 45 days of                Yes      No       N/A
             the first 3 fiscal quarter ends.

        (d)  Monthly  unaudited  financial  statements  of Parent  and the                Yes      No       N/A
             Subsidiaries   on  a   consolidated   basis  and  within  the

             applicable days after each month end.

        (e)  Weekly Receivable Reports each Tuesday.                                      Yes      No       N/A
        (f)  Monthly Borrowing Base Report 15 days after each month end.                  Yes      No       N/A
        (g)  Monthly reserve report 15 days after month end.                              Yes      No       N/A
        (h)  Daily Receivable Reporting                                                   Yes      No       N/A
        (i)  Cash flow forecast on Tuesday of each week                                   Yes      No       N/A
        (j)  Annual  projections  within 45 days  after the  beginning  of                Yes      No       N/A
             each Fiscal Year.


Page 1 of 4
<PAGE>

3.      SECTION 9.1 - DEBT No Additional Debt except:

        (a)  Purchase money not to exceed:                                  $3,000,000    Yes      No
             Actual Outstanding:                                            $________

        (b)  Other Debt not to exceed                                       $2,000,000    Yes      No
             Actual Outstanding:                                            $________

4.      SCHEDULE 10.1 - MINIMUM FIXED CHARGES COVERAGE RATIO

        (a)  EBITDA for last 4 Fiscal Quarters
            (or portion thereof since 9/30/00)

            (i)   Net Income                                                $________
            (ii)  PLUS  taxes  included  and  interest  deducted  (but      $________
                  excluding   non-cash   amortization  of  capitalized      $________
                  credit costs)                                             $________

            (iii) PLUS amortization and depreciation                        $________
            (iv)  MINUS Capital Expenditures
            (v)   EBITDA [4(a)(i) PLUS 4(a)(ii) plus 4(a)(iii)              $________
                  minus 4(a)(iv)]

        (b)  Scheduled amortization of Debt for last 4 Fiscal Quarters (or
             portion thereof since 9/30/00) PLUS cash interest PLUS cash taxes
             $________

        (c)  Actual Fixed Charges Coverage Ratio: 4(a)(v) DIVIDED BY 4(b) = _____:1.00

        (d)  Minimum Fixed Charges Coverage Ratio:                          _____:1.00

5.      SECTION 10.2 - MAXIMUM DEBT TO EBITDA RATIO

       (a)  Adjusted EBITDA

             (i)  EBITDA                                                    $________
             (ii) PLUS applicable adjustments per Credit Agreement          $________
             (iii)Adjusted EBITDA                                           $________

       (b)  Principal amount of consolidated Debt                           $________

       (c)  Actual Debt to Adjusted EBITDA Ratio:
            5(a)(iii) DIVIDED BY 5(b) =                                     ____:1.00

       (d)  Maximum Debt to Adjusted EBITDA Ratio:                          ____:1.00


Page 2 of 4
<PAGE>

6.       SECTION 10.4 - MINIMUM INTEREST COVERAGE RATIO

        (a)  EBITDA for applicable period

             (i)  Net Income

            (ii)  Plus taxes included and interest deducted (but $________
                  excluding non-cash amortization of capitalized credit costs)
                  $________

             (iii)Plus amortization and depreciation                        $________
             (iv) 6(a)(i) plus 6(a)(ii) plus 6(a)(iii)                      $________

                                                                            $________

        (b)  Consolidated cash interest expense for applicable period       $________

        (c)  Actual Interest Coverage Ratio: 6(a) DIVIDED BY 6(b) =         ____:1.00

        (d)  Minimum Interest Coverage Ratio:                               ____:1.00

7.      SECTION 10.5 - MINIMUM EBITDA

        (a)  Minimum Required EBITDA for period                             $________

        (b)  Actual EBITDA                                                  $________

8.      SECTION 10.6- CAPITAL EXPENDITURES LIMIT

        (a)  Actual Capital Expenditures for current Fiscal Year            $________

        (b)  Capital Expenditure Limit                                      $3,000,000    Yes      No
</TABLE>

9.      ATTACHED SCHEDULES

        Attached hereto as schedules are the calculations supporting the
        computation set forth above in this Certificate. All information
        contained herein and on the attached schedules is true and correct.

10.     FINANCIAL STATEMENTS

        The unaudited financial statements attached hereto were prepared in
        accordance with GAAP (or the generally accepted accounting principles of
        the jurisdiction of organization of the applicable Person) and fairly
        present (subject to year end audit adjustments) the financial conditions
        and the results of the operations of the Persons reflected thereon, at
        the date and for the periods indicated therein.

11.     In the interest of any conflict between this Compliance Certificate and
        the Agreement, the Agreement shall control.


Page 3 of 4
<PAGE>

         IN WITNESS WHEREOF, the undersigned has executed this Certificate
effective this _______ day of _______________.

                                   MARKETING SPECIALISTS CORPORATION


                                   By:_________________________________________
                                      Name:____________________________________
                                      Title:___________________________________


Page 4 of 4
<PAGE>

                                   EXHIBIT "C"
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT


                              BORROWING BASE REPORT

<PAGE>

                              BORROWING BASE REPORT


TO:      The Chase Manhattan Bank, as agent
         2200 Ross Avenue, 4th Floor
         Dallas, Texas  75201

         and each Bank

Ladies and Gentlemen:

         This Borrowing Base Report for the __________ ending
____________________, 20__ (the "Period") is executed and delivered by Marketing
Specialists Corporation (the "Parent") to THE CHASE MANHATTAN BANK (the
"Agent"), pursuant to that certain Credit Agreement dated as of March ___, 2000,
among the Parent and certain of its Subsidiaries, the Agent and the Banks named
therein. All terms used herein shall have the meanings assigned to them in the
Credit Agreement (as amended to the date hereof, the "Credit Agreement").

         The Parent represents and warrants to the Agent and the Banks that all
information contained herein is true, correct, and complete, and that the total
Eligible Accounts referred to below represent the Eligible Accounts that qualify
for purposes of determining the Borrowing Base under the Credit Agreement. The
Parent also represents and warrants that all figures listed below or attached
hereto have been calculated based on the provisions of the Credit Agreement. The
Parent further represents and warrants to the Agent and the Banks that attached
hereto are SCHEDULES 1-8 showing the Borrowing Base for each Borrower and the
following Receivables reports: (a) as EXHIBIT A, a list of all Receivables of
the Borrower as of the last day of the Period, showing all Receivables aged in
30, 60, 90 and 120 day intervals and specifying the balance due for account
debtor; (b) as EXHIBIT B, a sales report summary of the Borrower for the Period;
(c) as EXHIBIT C, a collections report (including lockbox activity statement)
for the Period; (d) as EXHIBIT D, a customer credit report for the Period; and
(e) as EXHIBIT E, a report showing a detailed calculation of the Aggregate Net
Marketing Development Funds included in calculating the Borrowing Base.

         The Parent represents and warrants to the Agent and the Banks that the
representations and warranties of the Borrowers contained in ARTICLE 7 of the
Credit Agreement and contained in the other Loan Documents are true and correct
on and as of the date of this Borrowing Base Report as if made on and as of the
date hereof except to the extent that such representations and warranties speak
to a specific date, and that no Default has occurred and is continuing.

BORROWING BASE SUMMARY:

         Individual Borrowing Base of:

<TABLE>
<S><C>
1.       Marketing Specialists Corporation...............................................      $__________
2.       Paul Inman Associates, Inc......................................................      $__________
3.       Marketing Specialists Sales Company.............................................      $__________
4.       The Sales Force Companies, Inc. ................................................      $__________
5.       Total...........................................................................      $__________
6.       Aggregate Amount of Non-System  Receivables included in Total (prior to the
         application of the Advance Percent).............................................      $__________


Page 1
<PAGE>

7.       Line 6 minus $4,000,000 (but not less than zero)                                      $__________
8.       Advance Percent multiplied by line 7                                                  $__________
9.       Aggregate Borrowing Base (line 5 minus line 8)..................................      $__________

         OUTSTANDING REVOLVING CREDIT SUMMARY:

         Outstanding Revolving Credit of:

1.       Marketing Specialists Corporation...............................................      $__________
2.       Paul Inman Associates, Inc......................................................      $__________
3.       Marketing Specialists Sales Company.............................................      $__________
4.       The Sales Force Companies, Inc. ................................................      $__________
5.       Total                                                                                 $__________


         AGGREGATE AVAILABLE CREDIT
         (Lesser of Aggregate Borrowing Base (line 9)
         and the Commitments LESS Aggregate
         Outstanding Revolving Credit (line 5))..........................................      $__________
</TABLE>


In the event of any conflict between this Borrowing Base Report and the Credit
Agreement, the Credit Agreement shall control.

Date:   __________, 20__.

                                     PARENT:

                                     MARKETING SPECIALISTS CORPORATION

                                     By:________________________________________
                                         Name:__________________________________
                                         Title:_________________________________


Page 2
<PAGE>

                                  Schedule ____
                                       to
                              Borrowing Base Report
                        Marketing Specialists Corporation



                              Borrowing Base Report
                                       for
                               [NAME OF BORROWER]

<PAGE>

ELIGIBLE ACCOUNTS:

<TABLE>
<S><C>
1.      Gross Receivables

        (a) Ending balance as of prior period ending _______, 20___
            (I.E., DATE OF LAST BORROWING BASE REPORT OR 12/31/99 IF
            FIRST BORROWING BASE REPORT ................................................                  $__________
        (b) Collections on Receivables since prior period end...........................                  $__________
        (c) Other credits on Receivables since prior period end.........................                  $__________
        (d) Receivables generated since prior period end................................                  $__________
        (e) Other debits since prior period end.........................................                  $__________
        (f) Gross Receivables for period ending ______, 20___ (the sum of
            1(a) minus 1(b) minus 1(c) plus 1(d) plus 1(e)) ............................                  $__________
2.      Less:  Ineligible  Receivables  (determined  pursuant to the  definition  of Eligible
        Account in the Credit Agreement, without duplication)...........................                  $__________
        (a) Receivables  not evidenced by an invoice or not  otherwise  evidenced in a manner
            satisfactory  to the Agent or not in compliance with all applicable  laws,  rules
            and regulations, including without limitation, usury laws...................                  $__________
        (b) Receivables  outstanding  for more  than  120 days  after  the  original  date of
            invoice or 90 days past due or receivables based on estimated amounts due...                  $__________
        (c) Receivables  based  on  an  estimate  or  otherwise  arising  from  unenforceable
            contracts or where applicable Borrower is in default........................
        (d) The services  reflected  on the  applicable  invoice  have not been  completed or
            goods not delivered or amounts are not properly billable....................                  $__________
        (e) Receivables  subject to defects in title or is subject to any Lien  except  Liens
            in favor of the Agent.......................................................                  $__________
        (f) Receivable is not subject to a first  perfected  Lien in favor of the Agent or is
            not payable to a Lockbox Account covered by an agency account agreement.....                  $__________
        (g) account  debtor is  insolvent  or the  subject of any  bankruptcy  or  insolvency
            proceeding  or has made an  assignment  for the benefit of  creditors,  suspended
            normal  business  operations,  dissolved,  liquidated,  terminated its existence,
            ceased to pay its debts as they become due,
            or suffered a receiver or trustee to be appointed for any of its assets affairs               $__________
        (h) Receivable is evidenced by chattel paper or any instrument..................                  $__________
        (i) Borrower's  performance  of the  contract  to which  the  Receivable  relates  is
            assured by a performance, completion, or other bond.........................                  $__________
        (j) Receivable  is owed by an  Affiliate  of the  Borrower  or a  director,  officer,
            agent, stockholder or employee of such Borrower or by one Borrower to another                 $__________
        (k) Receivables not payable in Dollars..........................................                  $__________
        (l) Account debtor or other Person  obligated on such  Receivable is not domiciled in             $__________
            the United States and the  Receivable is not backed by a  satisfactory  letter of
            credit  issued or confirmed by a bank located in the United  States or insured by
            insurance...................................................................

<PAGE>

        (m) More than 50% of aggregate  amount of  Receivables  owed by the account debtor to             $__________
            any Borrower are more than 90 days past due.................................
        (n) Account  debtor is a Government  Authority  and the Federal  Assignment of Claims             $__________
            Act of 1940 or similar statute have not been complied to the  satisfaction of the
            Agent ......................................................................
        (o) Receivable charged or written off as uncollectible in accordance with  GAAP.                  $__________
        (p) Failure to file Notice of Business Activity Report..........................                  $__________
        (q) Goods of sale not owned,  not  delivered on a absolute  sale basis or returned or
            rejected....................................................................                  $__________
        (r) Receivable is an Excluded Account...........................................                  $__________
3.      Total Ineligible Accounts (total 2(a) through (s))..............................                  $__________
4.      Contra accounts.................................................................                  $__________
5.      Setoffs, counterclaims, etc. by account debtors.................................                  $__________
6.      Retainage by account debtors....................................................                  $__________
7.      Accounts subject to 10% rule....................................................                  $__________
8.      Accounts not eligible due to sale of Borrower...................................                  $__________
9.      TOTAL ELIGIBLE ACCOUNTS (1(f) minus 3 through 8)................................                  $
                                                                                                           ==========

BORROWING BASE

10.     Non-System Receivables..........................................................                  $__________
11.     Greater of (a) line 10 minus $4,000,000 or (b) zero.............................                  $__________
12.     Unapplied Cash..................................................................                  $__________
13.     Net Eligible Accounts (Line 9 minus Line 11 and 12).............................                  $__________
14.     75% (or such other  percentage  as may apply as  determined  in  accordance  with the
        Credit Agreement) of line 13....................................................                  $__________
15.     Pledged cash....................................................................                  $__________
16.     Aggregate Net Marketing Development Funds (as detailed on Exhibit E)............                  $__________
17.     Accounts payable arising from the sale of a perishable agricultural commodity...                  $__________
18.     Reserves established by the Agent...............................................                  $__________
19.     BORROWING BASE as of the date hereof
        (line 14, plus line 15 minus line 16 and line 17)...............................                  $__________

AVAILABLE CREDIT:

20.     Outstanding Revolving Credit....................................................                $____________
        (a) Loans.......................................................................                $____________
        (b) Letter of Credit Liabilities................................................                $____________
        (c) TOTAL (16(a) plus 16(b))....................................................                $____________

21.     AVAILABLE  CREDIT  AMOUNT  [(the lesser of the amount of the  Commitments  or line 15
        minus line 16 (c))].............................................................                $____________
</TABLE>

<PAGE>

                                   EXHIBIT "G"
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT



                               RECEIVABLES REPORT

                            [to be provided by Chase]

<PAGE>

                                 SCHEDULE 4.5(h)
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT


                              PARENT CAPITALIZATION

                           [to be provided by Parent]