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                           SECOND AMENDED AND RESTATED
                               SECURITY AGREEMENT

                  This Second Amended and Restated Security Agreement (this
"Security Agreement") is entered into as of March __, 2000, by and among
Marketing Specialists Corporation (the "Borrower"), and the subsidiaries of
Borrower signatory hereto (the "Guarantors", and together with the Borrower,
individually and collectively, the "Companies"), in favor of First Union
National Bank, a national banking association, as agent ("Agent") for the
lenders (together with such additional financial institutions as may become
Lenders from time to time as provided in the Credit Agreement described below
"Lenders").

                                   BACKGROUND

A.       Borrower has entered into that certain Second Amended and Restated
Credit Agreement dated as of the date hereof (as may be amended from time to
time, the "Credit Agreement") among the Borrower, the Lenders and the Agent.
B.
C.       Pursuant to the Credit Agreement, Marketing Specialists Sales
Company ("MSSC," a Guarantor hereunder), The Chase Manhattan Bank (the
"Revolver Agent") and Bank of America, N.A. ("Account Agent") are entering
into that certain Three Party Agreement Relating to Lockbox Services (with
Activation) dated the date hereof (the "Agency Account Agreement"), providing
that, upon notice from Revolver Agent (or Agent, to the extent the Revolver
Agent is no longer a party thereto) to Account Agent, Account Agent will shut
down the Companies' lock box accounts and forward checks or other items or
payment instruments received thereafter to Agent.
D.
E.       As a condition to Agent's and Lenders' willingness to enter into the
Credit Agreement, the Companies are willing to execute and deliver to Agent, as
agent for the Lenders, this Security Agreement.
F.
G.       The Borrower, Guarantors and the Agent are parties to that certain
Amended and Restated Security Agreement dated August 18, 1999 (the "Existing
Security Agreement").
H.
I.       The parties desire to amend the Existing Security Agreement and the
Guarantors signatory hereto desire to become party to the Security Agreement
as set forth herein.
J.
K.       This Security Agreement amends and restates in its entirety the
Existing Security Agreement; provided, however, that this Security Agreement
shall not constitute a novation and nothing herein shall be deemed to have
terminated or discharged any indebtedness or obligation under the Existing
Security Agreement, all of which shall remain outstanding under and be
governed by this Security Agreement.
L.

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M.       NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally
bound, each Company and the Agent hereby agree as follows:
N.
O.
B.DEFINITIONS. All capitalized terms used and not defined herein shall have the
respective meaning ascribed thereto in the Credit Agreement. In addition, as
used herein, the following terms shall have the following meanings:
C.
1.                      BOOKS AND RECORDS. The term "Books and Records" means
                all of the Companies' books and records, including without
                limitation, all books and records indicating, summarizing, or
                evidencing the Collateral, including without limitation,
                computer runs, invoices, tapes, processing software, processing
                contracts (such as contracts for computer time and services) and
                any computer prepared information, tapes, or data of every kind
                and description relating to the Collateral, whether in the
                possession of any Companies or in the possession of third
                parties.

1.                      COLLATERAL. The term "Collateral" means all tangible and
                intangible property of the Companies, whether now owned or
                hereafter acquired, including, but not limited to, each
                Company's interest now and in the future in the following types
                or items of property:

a.                      ACCOUNTS - All presently owned and hereafter acquired
accounts, accounts receivable, contract rights, bills, acceptances, and other
forms of obligations arising out of the sale, lease or consignment of goods or
the rendition of services by any of the Companies; together with any property
evidencing or relating to the Accounts (including, without limitation,
guaranties, credit insurance and Letters of Credit), any security for the
Accounts, all Books and Records relating thereto, and all Proceeds of any of the
foregoing, including returned or reclaimed inventory.
b.
c.                              INVENTORY - All presently owned and hereafter
                        acquired inventory of every nature, kind, and
                        description, wherever located, including, without
                        limitation, raw materials, goods, work in process,
                        finished goods, parts or supplies; all goods and
                        property held for sale or lease or to be furnished under
                        contracts of service; and all goods and inventory
                        returned, reclaimed or repossessed, together with all
                        Proceeds of any of the foregoing.

a.                              EQUIPMENT - All presently owned and hereafter
                        acquired equipment, whether or not affixed to realty,
                        including, without limitation, machines, computers,
                        kiosks, trucks, trailers, motors, tools, dies, parts,
                        jigs, goods, accessories, handling and delivery
                        equipment, fixtures, improvements, office machines and
                        furniture, together with all Proceeds

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                        of any of the foregoing, and all accessions,
                        accessories, replacements and the rights of the
                        Companies under any manufacturer's warranties relating
                        to the foregoing.

a.                              CHATTEL PAPER - All presently owned and
                        hereafter acquired chattel paper, including, but not
                        limited to, any writing or writings which evidence both
                        a monetary obligation and a security interest in or a
                        lease of specific goods, together with all Proceeds of
                        any of the foregoing.

a.                              GENERAL INTANGIBLES - All presently owned and
                        hereafter acquired general intangibles, including,
                        without limitation, any personal property, choses in
                        action, causes of action, designs, plans, goodwill, tax
                        refunds, licenses, franchises, trademarks, tradenames,
                        service marks, copyrights, trade agreements, customer
                        lists and patents and all rights under license
                        agreements for use of the same, together with all
                        Proceeds of any of the foregoing.

a.                              INSTRUMENTS - All presently owned and hereafter
                        acquired instruments, including, without limitation,
                        bills of exchange, notes, and all negotiable
                        instruments, all checks or other items or payment
                        instruments, all certificated securities, all
                        certificates of deposit and any other writing that
                        evidences a right to the payment of money and is not
                        itself a security agreement or lease and is of a type
                        that is in the ordinary course of business transferred
                        by delivery with any necessary endorsement or
                        assignment, together with all Proceeds of any of the
                        foregoing.

a.                              DOCUMENTS - All presently owned and hereafter
                        acquired documents, including, but not limited to,
                        documents of title (as that term is defined in the
                        Uniform Commercial Code) and any and all receipts,
                        including, but not limited to, receipts of the kind
                        described in Article 7 of the Uniform Commercial Code,
                        together with all Proceeds of any of the foregoing.

a.                              LETTERS OF CREDIT - All presently owned and
                        hereafter acquired letters of credit, including, but not
                        limited to, any written undertaking to pay money
                        conditioned upon presentation of specified documents,
                        and advices of letters of credit, together with all
                        Proceeds of any of the foregoing.

a.                              INVESTMENT PROPERTY - All presently owned and
                        hereafter acquired investment property, including all
                        securities, securities accounts, and security
                        entitlements, together with all Proceeds of any of the
                        foregoing.

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a.                              PROCEEDS - All presently owned and hereafter
                        acquired proceeds, as that term is defined in the
                        Uniform Commercial Code, including, without limitation,
                        whatever is received upon the use, lease, sale,
                        exchange, collection, any other utilization or any
                        disposition of any of the Collateral described in this
                        Section A(2), whether cash or non-cash, all rental or
                        lease payments, accounts, chattel paper, instruments,
                        documents, contract rights, general intangibles,
                        equipment, inventory, substitutions, additions,
                        accessions, replacements, products, and renewals of,
                        for, or to such property and all insurance therefor.

1.                      LIABILITIES. The term "Liabilities" means any and all
                obligations and indebtedness of every kind and description of
                the Companies to the Lenders pursuant to, under, or in
                connection with the Loan Documents, whether such debts or
                obligations are primary or secondary, direct or indirect,
                absolute or contingent, sole, joint or several, secured or
                unsecured, due or to become due, contractual or tortious,
                arising by operation of law or otherwise, or now or hereafter
                existing, whether incurred by any Companies as principal,
                surety, endorser, guarantor, accommodation party or otherwise,
                including, without limitation, principal, interest and fees,
                late fees and expenses (including attorneys' fees and costs
                and/or the allocated fees and costs of Agent's in-house legal
                counsel, to the extent required to be paid under the Loan
                Documents), or that have been or may hereafter be contracted or
                incurred, and any obligations of the Companies or any of them
                under interest rate protection agreements, swaps, hedging
                contracts or similar arrangements with any Lender (including
                without limitation, any swap agreements as defined in 11U.S.C.
                Section 101). If a party ceases to be a Lender, any obligations
                under interest rate protection agreements, swaps, hedging
                contracts or similar arrangements (including without
                limitation, any swap agreements as defined in 11U.S.C. Section
                101) with that party prior to the date it ceased to be a Lender
                shall continue to be Liabilities secured hereunder.

1.                      LOAN DOCUMENTS. The term "Loan Documents" means the
                Credit Agreement, the Notes, the Collateral Security Documents,
                and any other documents and agreements executed and delivered in
                connection with the Credit Agreement.

1.                      SECURITY AGREEMENT. The term "Security Agreement" means
                this Security Agreement, together with all Schedules and
                Exhibits hereto as may be amended, restated or otherwise
                modified from time to time.

1.                      UNIFORM COMMERCIAL CODE. The term "Uniform Commercial
                Code" means the Uniform Commercial Code, in effect from time to
                time in the Commonwealth of Pennsylvania.

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          Unless the context otherwise requires, all capitalized terms not
          specifically defined herein which are defined in the Uniform
          Commercial Code shall have the meanings stated therein.

A.        SECURITY INTEREST. In order to secure the due and punctual payment
          and performance of the Liabilities, the Companies hereby grant to
          Agent, for the benefit of the Lenders, a continuing security
          interest in and general lien upon their right, title and interest
          in the Collateral. The security interests granted herein are
          granted as security only and shall not subject Agent to, or in any
          way affect or modify, any obligation or liability of the Companies
          with respect to any of the Collateral or any transaction which gave
          rise thereto.

A.        FURTHER ASSURANCES; FILING.

          1.    DELIVERY OF DOCUMENTS, ETC. At any time and from time to time,
                upon the demand of Agent, the Companies will, at the Companies'
                expense: (i) give, execute, deliver, file, and/or record any
                notice, statement, instrument, document, agreement, or other
                papers that may be necessary or desirable, or that Agent may
                request, in order to create, preserve, perfect, or validate any
                security interest granted pursuant hereto or intended to be
                granted hereunder or to enable Agent to exercise or enforce its
                rights hereunder or with respect to such security interest; (ii)
                keep, stamp, or otherwise mark any and all documents,
                instruments, chattel paper, and their respective Books and
                Records in such manner as Agent may reasonably require to
                evidence the security interest granted hereunder.

1.                      FILING OF FINANCING STATEMENT. At Agent's sole option,
                and without the consent of the Companies, Agent may file a
                carbon, photographic, or other reproduction of this Security
                Agreement or any financing statement executed pursuant hereto as
                a financing statement in any jurisdiction so permitting. Without
                the prior written consent of Agent, no Companies shall file or
                authorize or permit to be filed in any jurisdiction any such
                financing or like statement in which First Union National Bank
                or its successor as Agent is not named as the sole secured party
                as Agent for the Lender, except as permitted under the Credit
                Agreement.

A.       REPRESENTATIONS AND WARRANTIES. Each Company represents and warrants
         to Agent, which representations and warranties shall be continuing
         representations and warranties until all of the Liabilities are
         satisfied in full, as follows:

1.                      SECURITY AGREEMENT QUESTIONNAIRES. Set forth on Schedule
                A are complete, true and correct responses as to each Company to
                the information requested by the Security Agreement
                Questionnaire attached as Schedule A (subject to subsequent
                disclosure pursuant to Paragraph E(2) hereof). If, for any
                reason, any Company's Security Agreement Questionnaire is not
                attached to this Security Agreement at the time of execution,
                such failure shall in no way alter

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                Agent's right to rely upon the representations and warranties
                contained in such Security Agreement Questionnaire and the
                other representations and warranties contained in this Section
                D. The Companies agrees that Agent may attach any Company's
                Security Agreement Questionnaire to this Security Agreement at
                any time subsequent to the execution of this Security
                Agreement.

1.                      DEPOSIT ACCOUNTS. Set forth on Schedule B is a complete,
                true and correct listing of all lock boxes and deposit accounts
                maintained by each of the Companies including the name of the
                depository institution, how the account is titled, and the
                account number (subject to subsequent disclosure pursuant to
                Paragraph E(2) hereof) other than (i) petty cash accounts,
                provided the aggregate balance of all such petty cash accounts
                shall not at any time exceed $200,000, and (ii) "MDS accounts"
                which do not contain any funds appearing on the balance sheet of
                the Companies or to which the Companies are legally entitled
                (all such lock boxes and accounts not excluded by clauses (i)
                and (ii), the "Covered Accounts"). Each Covered Account listed
                on Schedule B other than the "Deposit Accounts" (as defined in
                the Agency Account Agreement) shall be promptly closed, or shall
                remain open solely for the purpose or purposes identified on
                Schedule B. No Company shall establish or maintain any Covered
                Account not listed on Schedule B without prior written consent
                of Agent.

1.                      NO CONSENTS NECESSARY. No consent or approval of any
                person or entity, including, without limitation, any debt or
                equity holder of any Companies, or of any public authority, is
                necessary for the valid execution, delivery and performance of
                this Security Agreement, or any document or instrument executed
                in connection herewith, or the exercise by Agent or Lenders of
                their rights and remedies hereunder that have not been obtained.

1.                      TITLE. The Companies are, or to the extent that any
                Collateral will be acquired after the date hereof, will be, the
                owners of the Collateral, holding good and marketable title
                thereto, free from any lien, security interest, encumbrance, or
                claim other than the liens and encumbrances of Agent and have
                the right to grant the security interests created by this
                Security Agreement subject to Permitted Liens under the Credit
                Agreement.

1.                      NO FICTITIOUS NAMES. The Companies do not operate or
                issue invoices under any name other than the name(s) set forth
                on the signature page hereof and as otherwise disclosed on
                Schedule A.

1.                      COLLATERAL NOT SUBJECT TO AGREEMENTS OR LICENSES. The
                Collateral is not subject to or restricted by any agreement or
                license relating to patents, trademarks, trade secrets, or
                copyrights, except that the Companies' computer and word
                processing equipment is subject to various software licenses or
                otherwise disclosed on Schedule A.

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A.       COVENANTS.  Each Company hereby covenants and agrees that for as long
         as any Liabilities are outstanding:

1.                      DEFENSE OF COLLATERAL. The Companies shall defend the
                Collateral against all claims and demands of all persons or
                entities at any time claiming any interest therein other than
                Agent.

1.                      NOTICE OF CHANGES IN LOCATION OF CHIEF EXECUTIVE OFFICE,
                RESIDENCE, BOOKS AND RECORDS, COLLATERAL. The Companies shall
                provide Agent with prompt written notice of: (i) any intended
                change in the chief executive office or residence of any of the
                Companies, and/or any office where any of the Companies maintain
                their Books and Records; (ii) the location or movement of any
                Collateral to or at an address other than the addresses set
                forth on Schedule A hereto; and (iii) the establishment of any
                new lock box or deposit account, all such notices to be received
                by Agent at least 30 days prior to the effective date of any
                such change; provided, that no notice shall be required pursuant
                to (i) or (ii) above with respect to any sales office location
                at which no Books and Records are maintained other than Books
                and Records that are duplicates of Books and Records maintained
                at other locations of which Agent has notice hereunder and at
                which the aggregate value of all other Collateral located at
                such premises does not exceed $20,000. If any such new location
                as set forth in (i) and (ii) above is on leased or mortgaged
                premises, the Companies will furnish Agent, prior to the
                effective date of any such change, with landlord's or
                mortgagee's waivers pertaining to such premises in form and
                substance reasonably satisfactory to Agent. With respect to any
                new deposit account, the Companies shall, if required by Agent,
                prior to the first use of such deposit account, furnish to Agent
                with blocked account letters or such other agreements with the
                applicable depository institution as Agent shall reasonably
                require, in each case in form and substance reasonably
                satisfactory to Agent.

1.                      CONTROLLED ACCOUNT. The Companies hereby acknowledge and
                agree that (i) except as agreed to by the Agent in writing, all
                account debtors of the Companies will be instructed to send
                payment to the Post Office Boxes (as defined in the Agency
                Account Agreement) maintained by Account Agent, and all payments
                from account debtors will be deposited initially into the
                Lockbox Accounts (as defined in the Agency Account Agreement)
                maintained by Account Agent, and (ii) MSSC will maintain at all
                times instructions to Account Agent to sweep daily all available
                funds in the Deposit Accounts to a deposit account maintained
                with the Revolver Agent (or Agent, to the extent the Revolver
                Agent is no longer a party thereto) for this purpose.

1.                      SECURITY INTERESTS IN COLLATERAL. The Companies shall
                keep the Collateral free from any lien, security interest, or
                encumbrance except those in

<PAGE>

                 favor of Agent and except as permitted pursuant to the
                 Credit Agreement, in good order and repair, reasonable wear
                 and tear excepted, and will not waste or destroy the
                 Collateral or any part thereof. If reasonably requested by
                 Agent, the Companies shall give notice of Agent's security
                 interests in the Collateral to any third person with whom
                 the Companies has any actual or prospective contractual
                 relationship or other business dealings.

1.                      MAINTENANCE, INSPECTION OF BOOKS AND RECORDS. The
                Companies shall maintain complete and accurate Books and Records
                and shall make all necessary entries therein to reflect the
                costs, values and locations of the Collateral and all payments,
                credits and adjustments thereto. The Companies shall keep Agent
                fully informed as to the location of all such Books and Records,
                shall permit Agent and its authorized agents to have full,
                complete and unrestricted access thereto at all reasonable times
                to inspect, audit and make copies of any and all such Books and
                Records (collectively, a "Records Inspection") and upon
                submission to the Companies of an invoice therefor, the
                Companies will reimburse Agent for any and all fees and costs
                related to any Records Inspection by Agent and its authorized
                agents, PROVIDED THAT, unless an Event of Default has occurred
                and is continuing: (i) Agent shall give Companies reasonable
                notice of such Records Inspection; and (ii) Agent shall not
                perform more than three Records Inspections (not including
                ordinary course visits and meetings) at the premises of the
                Companies during any twelve month period. Agent's rights
                hereunder shall be enforceable at law or in equity, and the
                Companies consents to the entry of judicial orders or
                injunctions enforcing specific performance of such obligations
                hereunder.

1.                      MAINTENANCE AND INSPECTION OF EQUIPMENT. With respect to
                equipment constituting Collateral, the Companies shall: (i) keep
                accurate books and records with respect thereto, including,
                without limitation, maintenance records; (ii) upon request,
                deliver to Agent all evidence of ownership in such Collateral,
                including certificates of title with Agent's interest
                appropriately noted on the certificate; (iii) permit Agent and
                its authorized agents to inspect any or all such equipment at
                all reasonable times, PROVIDED THAT, unless an Event of Default
                has occurred: (A) Agent shall give Companies reasonable notice
                of such inspection of equipment; and (B) Agent shall not perform
                more than three such inspections (not including ordinary course
                visits and meetings) at the premises of the Companies during any
                twelve month period; (iv) preserve such equipment, excluding
                obsolete equipment, in good condition and repair, and pay the
                cost of all replacement parts, repairs to and maintenance of
                such equipment, and (v) if after the date hereof, any of the
                Collateral is moved to or located upon land (other than at
                locations identified on the Security Agreement Questionnaires)
                which land is the subject of a lease or mortgage, at the request
                of Agent, use reasonable best efforts to deliver an agreement of
                subordination from the lessor or mortgagee providing that any


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                lien of such party shall be subordinate to the security interest
                of Agent granted herein.

1.                      CONTINUING OF PERFECTED STATUS OF COLLATERAL. The
                Companies agrees to cooperate and join, at their expense, with
                Agent in taking such steps as are necessary, in Agent's
                judgment, to perfect or continue the perfected status of the
                security interests granted herein, including, without
                limitation, the execution and delivery of any financing
                statements, amendments thereto and continuation statements, the
                notation of encumbrances in favor of Agent on certificates of
                title, and the execution and filing of any collateral
                assignments and any other instruments requested by Agent to
                perfect its security interest in the Collateral and any and all
                general intangibles relating to the Collateral. Agent is
                expressly authorized to file financing statements without the
                Companies's signature.

A.       GENERAL AUTHORITY.

1.                      BANK AS ATTORNEY-IN-FACT. Each Company hereby
                irrevocably appoints Agent (and any of its attorneys, officers,
                employees, or agents), upon the occurrence and during the
                continuation of an Event of Default, as its true and lawful
                attorney-in-fact, said appointment being coupled with an
                interest, with full power of substitution, in the name of the
                Companies, Agent, or otherwise, for the sole use and benefit of
                Agent in its sole discretion, but at the Companies' expense, to
                exercise, to the extent permitted by law, in its name or in the
                name of the Companies or otherwise, the powers set forth herein,
                whether or not any of the Liabilities are due, such powers,
                including, but not limited to, the power at any time: (i) to
                endorse the name of the Companies upon any instruments of
                payment, invoice, freight, or express bill, bill of lading,
                storage, or warehouse receipt relating to the Collateral; (ii)
                to demand, collect, receive payment of, settle, compromise, or
                adjust all or any of the Collateral; (iii) to sign and file one
                or more financing statements naming the Companies as debtor and
                Agent as secured party and indicating therein the types or
                describing the items of Collateral herein specified; (iv) to
                correspond and negotiate directly with insurance carriers; and
                (v) to execute any notice, statement, instrument, agreement, or
                other paper that Agent may require to create, preserve, perfect,
                or validate any security interest granted pursuant hereto or to
                enable Agent to exercise or enforce its rights hereunder or with
                respect to such security interest.

         1.     LIABILITY OF BANK AS ATTORNEY-IN-FACT. Neither Agent nor its
                attorneys, officers, employees, or agents shall be liable for
                acts, omissions, any error in judgment, or mistake in fact in
                its/their capacity as attorney-in-fact. Each Company hereby
                ratifies all acts of Agent as its attorney-in-fact. This power,
                being coupled with an interest, is irrevocable until the
                Liabilities have been fully satisfied. Agent shall not be
                required to take any steps necessary to preserve any rights
                against prior parties with respect to any of the Collateral.

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         1.     EFFECT OF EXTENSIONS AND MODIFICATIONS. Agent may extend the
                time of payment, arrange for payment in installments, or
                otherwise modify the terms of, or release, any of the
                Collateral, without thereby incurring responsibility to, or
                discharging or otherwise affecting any liability of, any
                Companies or any other obligor.

A.       EVENTS OF DEFAULT. The occurrence of an Event of Default under the
         Credit Agreement shall constitute an Event of Default under this
         Security Agreement.

A.       REMEDIES.

1.                      ACCELERATION OF LIABILITIES; GENERAL RIGHTS OF BANK.
                Upon the occurrence and during the continuance of an Event of
                Default, Agent may, in accordance with Paragraph 7.2 of the
                Credit Agreement, exercise any and all rights and remedies it
                has under this Security Agreement, any other Loan Document
                and/or applicable law.

1.                      RIGHT OF SETOFF. If any Liabilities shall be due and
                payable or any one or more Events of Default shall have occurred
                and be continuing, whether or not the Agent shall have made
                demand under any Loan Document and regardless of the adequacy of
                any collateral for the Liabilities or other means of obtaining
                repayment of the Liabilities, each Lender shall have the right,
                without notice to any Company and is specifically authorized
                hereby to set-off against and apply to the then unpaid balance
                of the Liabilities any items or funds of any Company held by
                such Lender or any affiliate of such Lender, any and all
                deposits (whether general or special, time or demand, matured or
                unmatured) or any other property of any Company including,
                without limitation, securities and/or certificates of deposit,
                now or hereafter maintained by any Company for its or their own
                account with such Lender or any affiliate of such Lender, and
                any other indebtedness at any time held or owing by such Lender
                or any affiliate of such Lender, to or for the credit or the
                account of Borrower, even if effecting such set-off results in a
                loss or reduction of interest or the imposition of a penalty
                applicable to the early withdrawal of time deposits. For such
                purpose, the Lenders shall have, and each Company hereby grants
                to each Lender, a first lien on and security interest in such
                deposits, property, funds and accounts and the proceeds thereof,
                subject to Permitted Liens under the Credit Agreement.

1.                      TURNOVER OF PROPERTY HELD BY AFFILIATES. Each Company
                authorizes each affiliate of each Lender, upon the occurrence
                and during the continuance of an Event of Default, at the
                request of any such Lender, and without notice to any Company,
                to turn over to the Agent any property of such Company,
                including, without limitation, funds and securities, held by
                such affiliate for any such Company's account and to debit any
                deposit account maintained by such

<PAGE>

                Company with such affiliate (even if such deposit account is
                not then due or there results a loss or reduction of interest
                or the imposition of a penalty in accordance with law
                applicable to the early withdrawal of time deposits), in the
                amount requested by such Lender up to the amount of the
                Liabilities, and to pay or transfer such amount or property
                to the Agent for application to the Liabilities.

1.                      ADDITIONAL RIGHTS AND REMEDIES. In addition to the
                rights and remedies available to Agent as set forth above, upon
                the occurrence of an Event of Default hereunder, or at any time
                thereafter, Agent may at its option in accordance with the
                Credit Agreement, immediately and without notice, do any or all
                of the following, which rights and remedies are cumulative, may
                be exercised from time to time, and are in addition to any
                rights and remedies available to Agent under any other agreement
                or instrument by and between any Company or Companies and the
                Agent:

                a.      Exercise any and all of the rights and remedies of a
                        secured party under the Uniform Commercial Code,
                        including, without limitation, the right to require the
                        Companies to assemble the Collateral and make it
                        available to Agent at a place reasonably convenient to
                        the parties;

a.                              Notify account debtors of any Company that their
                        obligations to such Company are payable directly to
                        Agent, for benefit of the Lenders, and collect such
                        sums.

a.                              Operate, utilize, recondition and/or refurbish
                        any of the Collateral for the purpose of enhancing or
                        preserving the value thereof by any means deemed
                        appropriate by Agent, in its sole discretion, including,
                        without limitation, converting raw materials and/or
                        work-in-process into finished goods;

a.                              Demand, sue for, collect, or retrieve any money
                        or property at any time payable, receivable on account
                        of, or in exchange for, or make any compromise, or
                        settlement deemed desirable with respect to any of the
                        Collateral;

a.                              Upon five (5) business days' prior written
                        notice to the Borrower (or one (1) day notice by
                        telephone with respect to Collateral that is perishable
                        or threatens to decline rapidly in value), which each
                        Company hereby acknowledges to be sufficient,
                        commercially reasonable and proper, Agent may sell,
                        lease or otherwise dispose of any or all of the
                        Collateral at any time and from time to time at public
                        or private sale, with or without advertisement thereof.
                        Each Company waives the benefit of any marshaling
                        doctrine with respect to Agent's exercise of its rights
                        hereunder. Each Company grants a royalty-free license to
                        Agent for all

<PAGE>

                        patents, service marks, trademarks, tradenames,
                        copyrights, computer programs and other intellectual
                        property and proprietary rights sufficient to permit
                        Agent to exercise all rights granted to Agent under
                        this Section. Agent or anyone else may be the
                        purchaser of any or all of the Collateral so sold and
                        thereafter hold such Collateral absolutely, free from
                        any claim or right of whatsoever kind, including any
                        equity of redemption of any Company or any other
                        obligor, any such notice, right and/or equity of
                        redemption being hereby expressly waived and released.

1.                      APPLICATION OF PROCEEDS. Upon a sale of any Collateral
                by Agent, Agent shall apply the sale proceeds in accordance with
                Section 8.17 of the Credit Agreement, except the fees payable
                under Paragraph 2.13 thereof, which shall be paid solely to
                Agent.

A.MISCELLANEOUS.
B.
1.                      REMEDIES CUMULATIVE; NO WAIVER. The rights, powers and
                remedies of Agent provided in this Security Agreement and any of
                the other Loan Documents are cumulative and not exclusive of any
                right, power or remedy provided by law or equity. No failure or
                delay on the part of Agent in the exercise of any right, power
                or remedy shall operate as a waiver thereof, nor shall any
                single or partial exercise of any right, power or remedy
                preclude any other or further exercise thereof, or the exercise
                of any other right, power or remedy.

1.                      NOTICES. Each Company agrees that any notice, request or
                consent required to be given to such Companies hereunder or in
                connection herewith may be given to Borrower on behalf of such
                Companies. Any notice, request or consent required hereunder or
                in connection herewith shall be deemed satisfactorily given if
                in writing and delivered by hand, mailed (registered or
                certified mail) or sent by facsimile transmission to Agent or
                Borrower at their respective addresses or telecopier number set
                forth below, or to any party at such other addresses or
                telecopier numbers as may be given by any party to the others in
                writing:

                       if to Borrower:

                       Marketing Specialists Corporation
                       17855 Dallas Parkway
                       Suite 200
                       Dallas, TX  75287
                       Attention: Timothy Byrd

<PAGE>

                       Telecopier: (972) 349-6448

                       if to Agent:

                       First Union National Bank
                       1345 Chestnut Street
                       PA 4843
                       Philadelphia, PA  19107
                       Attention: Robert A. Brown
                       Telecopier: (215) 786-2877

1.                     COSTS AND EXPENSES; INDEMNIFICATION. Whether or not
                       the transactions contemplated by this Security
                       Agreement and the other Loan Documents are fully
                       consummated, the Borrower shall promptly pay (or
                       reimburse, as Agent may elect) all reasonable costs
                       and expenses which Agent has incurred or may hereafter
                       incur in connection with the negotiation, preparation,
                       reproduction, interpretation, perfection, monitoring
                       and enforcement of the Loan Documents, the collection
                       of all amounts due under the Loan Documents, and all
                       amendments, modifications, consents or waivers, if
                       any, to the Loan Documents. Such costs and expenses
                       shall include, without limitation, the fees and
                       disbursements of counsel to Agent, the costs of
                       appraisals, searches of public records, costs of
                       filing and recording documents with public offices,
                       internal and/or external audit and/or examination fees
                       and costs, stamp, excise and other taxes, the fees of
                       Agent's accountants, consultants or other
                       professionals, costs and expenses from any actual or
                       attempted sale of all or any part of the Collateral,
                       or any exchange, enforcement, collection, compromise,
                       or settlement of any of the Collateral or receipt of
                       the proceeds thereof, and for the care and preparation
                       for sale of the Collateral (including insurance costs)
                       and defending and asserting the rights and claims of
                       Agent in respect thereof, by litigation or otherwise.
                       Each Company shall indemnify, defend and hold harmless
                       Agent with respect to any and all claims, expenses,
                       demands, losses, costs, fines or liabilities of any
                       kind (including, without limitation, those involving
                       death, personal injury or property damage and
                       including reasonable attorneys fees and costs) arising
                       from the use or ownership of the Collateral other than
                       those resulting from Agent's own willful misconduct or
                       gross negligence. The reimbursement and
                       indemnification obligations of each Company under this
                       Section shall constitute Liabilities secured by the
                       Collateral and shall survive any termination of the
                       Loan Documents.

1.                     GOVERNING LAW. This Security Agreement shall be
                       construed in accordance with and governed by the
                       substantive laws of the Commonwealth of Pennsylvania
                       without reference to conflict of laws principles.

<PAGE>

1.                     INTEGRATION. This Security Agreement and the other
                       Loan Documents constitute the sole agreement of the
                       parties with respect to the subject matter hereof and
                       thereof and supersede all oral negotiations and prior
                       writings with respect to the subject matter hereof and
                       thereof.

1.                     AMENDMENT; WAIVER. No amendment of this Security
                       Agreement, and no waiver of any one or more of the
                       provisions hereof shall be effective unless set forth
                       in writing and signed by the parties hereto.

1.                     SUCCESSORS AND ASSIGNS. This Security Agreement (i)
                       shall be binding upon each Company and the Agent and
                       their respective successors and permitted assigns, and
                       (ii) shall inure to the benefit of each Company and
                       the Agent and their respective successors and
                       permitted assigns; PROVIDED, HOWEVER, that no Company
                       may assign its rights hereunder or any interest herein
                       without the prior written consent of Agent, and any
                       such assignment or attempted assignment by any Company
                       shall be void and of no effect with respect to Agent.

1.                     SEVERABILITY. The illegality or unenforceability of
                       any provision of this Security Agreement or any
                       instrument or agreement required hereunder shall not
                       in any way affect or impair the legality or
                       enforceability of the remaining provisions of this
                       Security Agreement or any instrument or agreement
                       required hereunder. In lieu of any illegal or
                       unenforceable provision in this Security Agreement,
                       there shall be added automatically as a part of this
                       Security Agreement a legal and enforceable provision
                       as similar in terms to such illegal or unenforceable
                       provision as may be possible.

1.                     CONSENT TO JURISDICTION AND SERVICE OF PROCESS. Each
                       Company irrevocably appoints each officer of Borrower
                       as its attorney upon whom may be served any notice,
                       process or pleading in any action or proceeding
                       against it arising out of or in connection with this
                       Security Agreement, the Credit Agreement, the Notes,
                       the Loan Documents or any of the Collateral; each
                       Company hereby consents that any action or proceeding
                       against it be commenced and maintained in any court
                       within the Commonwealth of Pennsylvania or in the
                       United States District Court for the Eastern District
                       of Pennsylvania by service of process on any officer
                       of Borrower; and each Company agrees that the courts
                       of the Commonwealth of Pennsylvania and the United
                       States District Court for the Eastern District of
                       Pennsylvania shall have jurisdiction with respect to
                       the subject matter hereof and the person of each
                       Company and the Collateral. Notwithstanding the
                       foregoing, Agent, in its absolute discretion may also
                       initiate proceedings in the courts of any other
                       jurisdiction in which any

<PAGE>

                       Company may be found or in which any of its properties
                       or Collateral may be located.

1.                     INCONSISTENCIES. The Loan Documents are intended to be
                       consistent. However, in the event of any
                       inconsistencies among any of the Loan Documents, such
                       inconsistency shall not affect the validity or
                       enforceability of any Loan Document. In the event of
                       any inconsistency or ambiguity in any of the Loan
                       Documents, the Loan Documents shall not be construed
                       against any one party but shall be interpreted
                       consistent with Agent's policies and procedures.

1.                     HEADINGS. The headings of sections and paragraphs have
                       been included herein for convenience only and shall
                       not be considered in interpreting this Security
                       Agreement.

1.                     SCHEDULES. If a Schedule and/or an Exhibit is attached
                       hereto, the provisions thereof are incorporated herein.

1.                     WAIVER OF JURY TRIAL; ACKNOWLEDGMENTS.

a.                                EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
                       VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT
                       MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
                       LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN
                       CONNECTION WITH THIS AGREEMENT OR THE NOTES OR OTHER
                       LOAN DOCUMENTS OR ANY COURSE OF CONDUCT, COURSE OF
                       DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR
                       ACTIONS OF AGENT OR LENDERS. THIS PROVISION IS A
                       MATERIAL INDUCEMENT FOR AGENT'S ENTERING INTO THIS
                       AGREEMENT ON BEHALF OF THE LENDERS.

a.                                BORROWER ACKNOWLEDGES THAT IT HAS HAD THE
                       ASSISTANCE OF COUNSEL IN THE REVIEW AND EXECUTION OF THIS
                       AGREEMENT AND, SPECIFICALLY, SECTION 13(a) HEREOF, AND
                       FURTHER ACKNOWLEDGES THAT THE MEANING AND EFFECT OF
                       THE FOREGOING WAIVER OF JURY TRIAL HAVE BEEN FULLY
                       EXPLAINED TO BORROWER BY SUCH COUNSEL.

<PAGE>

IN WITNESS WHEREOF the parties hereto have executed this Second Amended and
Restated Security Agreement as of the date above first written.

<TABLE>
<CAPTION>
<S>                                                  <C>
Attest:                                              MARKETING SPECIALISTS
      CORPORATION

By:                                                  By:
   ----------------------------------------------       ----------------------------------------------
      Name:                                               Name:
      Title:                                              Title:

Attest:                                              MARKETING SPECIALISTS SALES
      COMPANY

By:                                                  By:
   ----------------------------------------------       ----------------------------------------------
      Name:                                               Name:
      Title:                                              Title:

Attest:                                              BROMAR, INC.

By:                                                  By:
   ----------------------------------------------       ----------------------------------------------
      Name:                                               Name:
      Title:                                              Title:

Attest:                                              PAUL INMAN ASSOCIATES, INC.

By:                                                  By:
   ----------------------------------------------       ----------------------------------------------
      Name:                                               Name:
      Title:                                              Title:
</TABLE>


<PAGE>

                                   SCHEDULE A

                   Security Agreement Questionnaires Attached





<PAGE>

                                   SCHEDULE B

                                Deposit Accounts