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                                                                  Exhibit 10.14


           SECOND AMENDED AND RESTATED
                                 TERM NOTE

$35,000,000       December 18, 1998

                                                         As amended and restated
                                                                  March __, 2000

                  FOR VALUE RECEIVED, the undersigned MARKETING SPECIALISTS
CORPORATION, a Delaware corporation with offices at 17855 Dallas Parkway,
Suite 200, Dallas, TX 75287 (the "Company"), promises to pay to the order of
FIRST UNION NATIONAL BANK, (herein "Lender"), the principal amount of
Thirty-Five Million Dollars ($35,000,000); together with interest on the
unpaid balance hereof in accordance with Paragraph 2.6 of that certain Credit
Agreement referred to below.

                  All such principal and interest shall be payable in lawful
money of the United States of America in accordance with the Credit
Agreement, in immediately available funds at the office of the Agent at 1345
Chestnut Street, Philadelphia 19107 or such other office of Agent as may be
specified in accordance with the Credit Agreement.

                  This Second Amended and Restated Term Note (this "Note")
arises out of and is one of the "Notes" as defined in that certain Second
Amended and Restated Credit Agreement dated the date hereof (as may be
further amended from time to time, the "Credit Agreement") by and among the
Company, the lenders identified therein (together with such institutional
financial institutions as be become lenders from time to time as therein
provided) and First Union National Bank, a national banking association, for
itself and as agent for lenders ("Agent"), the terms, provisions and
conditions of which are incorporated herein by reference. Capitalized terms
used and not otherwise defined herein shall have the meanings ascribed
thereto in the Credit Agreement. An Event of Default under the Credit
Agreement shall be deemed to be an Event of Default hereunder. At no time
shall Lender receive interest in excess of the highest lawful rate permitted
under applicable law.

                  Notwithstanding the face amount of this Note, the liability
of the undersigned hereunder shall be equal at all times to the actual
outstanding principal indebtedness to the Lender under the Credit Agreement
together with all interest thereon and all fees, costs and expenses as
provided in the Credit Agreement, as established by Lender's books and
records, which books and records shall be conclusive absent manifest error.

                  This Note and the other Notes under the Credit Agreement
collectively evidence and constitute the restatement, renewal and
modification of the Amended and Restated Revolving Credit Note and Amended
and Restated Term Note, each dated August 18, 1999, executed by Marketing
Specialists Corporation in favor of First Union National Bank, which
evidenced and constituted the restatement, renewal and modification of the
Revolving Credit Note and Term Note, each dated December 18,1998, executed by
Merkert American Corporation, predecessor to the Company, in favor of First
Union National Bank (the "Prior Notes"). The execution and delivery of the
Notes shall not in any circumstances be deemed to have terminated,
extinguished, released or discharged Borrower's Indebtedness under the Prior

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Notes, which Indebtedness shall continue under and be governed by this Note
and the Credit Agreement and shall continue to be secured by the collateral
security for the Prior Notes.

                  Borrower hereby waives presentment, demand for payment,
notice of dishonor or acceleration, protest and notice of protest, and any
and all other notices or demands in connection with the delivery, acceptance,
performance, default or enforcement of this Note, excepting any notice
requirements set forth in the Credit Agreement or other Loan Document.

                  Reference is made to the Credit Agreement for a description
of the collateral securing the obligations of the Borrower hereunder and a
statement of the respective rights and obligations of the parties and the
terms and conditions therein provided under which the principal hereof and
accrued interest thereon, if any, may be immediately due and payable.

                  BORROWER 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 NOTE OR THE
CREDIT AGREEMENT OR OTHER LOAN DOCUMENTS OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF AGENT OR LENDERS.
BORROWER ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO CONSULT COUNSEL
REGARDING THIS PARAGRAPH AND FURTHER ACKNOWLEDGES THAT THE MEANING AND EFFECT
OF THE FOREGOING WAIVER OF JURY TRIAL HAVE BEEN FULLY EXPLAINED TO BORROWER
BY SUCH COUNSEL.

                   This Note shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns and
shall be governed as to validity, interpretation and effect by the laws of
the Commonwealth of Pennsylvania.

                  IN WITNESS WHEREOF, the undersigned, by their duly
authorized representatives, have executed this Second Amended and Restated
Term Loan Note the day and year first above written.


ATTEST:                                      MARKETING SPECIALISTS CORPORATION

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

[CORPORATE SEAL]