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                                PROMISSORY NOTE


$2,500,000                                                      November 7, 2000


        FOR VALUE RECEIVED, Marketing Specialists Corporation, a Delaware
corporation (the "Borrower"), hereby promises to pay on demand (subject to
paragraph 2 below) to the order of MS Acquisition Ltd. (the "Lender") or its
assigns, in U.S. dollars, in immediately available funds, the sum principal
amount of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000.00), with
interest thereon as provided below, at such location as the Lender may
designate.

        1.      INTEREST.

                (a)     The unpaid principal balance of this Note, along with
any accrued and unpaid interest, will bear interest at a fluctuating rate
equal to the "Floating Rate" (as hereinafter defined).  The Floating Rate will
be equal to the sum of (i) 2.75% (the "Interest Margin") plus (ii) the interest
rate quoted as the "Prime Rate" in the Money Rates Section of the WALL STREET
JOURNAL on the last business day of the immediately preceding calendar
quarter.  The Floating Rate will change at 12:01 a.m. on the first day of each
calendar quarter to reflect any changes in the interest rate quoted as the
Prime Rate in the Money Rates Section of the WALL STREET JOURNAL.  If more
than one Prime Rate is published, the Prime Rate to be used in calculating the
Floating Rate will be the lowest published Prime Rate. If the Prime Rate is no
longer published in the WALL STREET JOURNAL, Lender will choose a new
comparable, independently published interest rate index based upon a
comparable survey of bank published rates and will provide Borrower with
notice of this choice.  For the purpose of computing interest on the debt
evidenced hereby, interest shall be calculated on the basis of a year
consisting of three hundred sixty-five (365) days and shall be charged on the
basis of the actual number of calendar days elapsed.

                (b)     Subject to the terms of Section 9 of this Note,
interest shall be payable in arrears quarterly, commencing on December 31, 2000
and continuing on the final day of each successive calendar quarter until all
amounts due hereunder shall have been repaid in full.

                (c)     Following the occurrence and during the continuance of
any period during which default rates of interest are being charged under the
First Union Facility and the Chase Facility (as each such term is defined
below), the Lender may, at its discretion, increase the Interest Margin by two
percentage points if Borrower fails to pay any interest payable hereunder when
due or fails to comply with all covenants and requirements set forth in (i) the
Second Amended and Restated Credit Agreement, dated as of March 30, 2000, by
and among the Borrower, the Lenders named therein and First Union National
Bank, as Agent for the Lenders (as the same may be amended, restated,
refinanced, supplemented or otherwise modified from time to time, the "First
Union Facility"); (ii) the Credit Agreement, dated as of March 30, 2000, by and
among the Borrower, certain of its subsidiaries, the lenders named therein and
The Chase Manhattan Bank, as Agent (as the same may be amended, restated,
refinanced, supplemented or otherwise modified from time to time, the "Chase
Facility"); and (iii) the Indenture, dated as of December 19, 1997, among the
Borrower (as successor by merger to Richmont Marketing Specialists, Inc.), the
subsidiaries of the Borrower party thereto as Guarantors and The Chase
Manhattan Bank (as successor-in-interest to The Chase Bank of Texas, N.A.,
formerly known as Texas Commerce Bank National Association) as trustee (as the
same may be amended, restated, refinanced, supplemented or otherwise modified
from time to time, the "Indenture").  The covenants and requirements set forth
in the First Union Facility, the Chase Facility and the Indenture will be
referred to herein as the "Loan Covenants".  Borrower's issuance to Lender of
a certificate indicating compliance with such provisions will be prima facie
evidence of Borrower's compliance with the Loan Covenants.  Borrower will
provide Lender with a certificate of compliance within 45 days following the
last business day of each calendar quarter during the year and within 120 days
following the last business day of the calendar year.

        (d)     Notwithstanding anything in this Note to the contrary, the
Floating Rate will never exceed the maximum nonusurious interest rate allowed
by applicable law.

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        2.      REPAYMENT.

                (a)     Subject to the provisions of paragraph 9 hereof, the
principal amount (or so much as may be outstanding) and all accrued and unpaid
interest thereon, shall be due and payable in full, without any offset,
reduction, counterclaim, or recoupment whatsoever, in immediately available
U.S. Dollars, on demand by Lender; provided, however, Borrower shall not be
permitted to (i) repay the principal amount hereof on demand unless, at the
time of such demand for repayment, and after giving effect thereto, (A) the
Aggregate Borrowing Availability under the Chase Facility for the 30 day
period prior to the payment (calculated as if such payment had been made on
the first day of such period) is equal to or greater than the greater of
(1) $10,000,000 or (2) the quotient obtained by dividing by four (4) the
aggregate sum of the Borrowers' (as defined in the Chase Facility) payroll
(including payroll taxes) paid over the last 4 pay periods occurring
immediately prior to the payment (the requirement set forth in this clause (A)
is herein the "REQUIRED AVAILABILITY TEST") and (B) no default or event of
default under the terms of any Senior Debt (as defined in paragraph 9 (b)
hereof) of the Borrower has occurred and is continuing or (ii) repay any
accrued and unpaid interest on demand unless, at the time of such demand for
payment, and after giving effect thereto, no default or event of default under
the terms of any Senior Debt of the Borrower has occurred and is continuing;
provided further, that failure by the Borrower to repay upon demand any amount
hereunder by reason of the previous proviso shall not relieve Borrower of its
obligations to repay amounts owing hereunder.

                (b)     Notwithstanding the provisos contained in the final
sentence of paragraph (a), but subject to the provisions of paragraph 9 hereof,
all unpaid principal and interest on this Note shall become immediately due
and payable, without presentment, demand or notice of any kind (x) upon the
commencement of any bankruptcy, reorganization, arrangement, adjustment of
debt, relief of debtors, dissolution, insolvency or liquidation or similar
proceeding of any jurisdiction relating to the Borrower or (y) on the second
anniversary of the date of this Note.

                (c)     Prepayment of all or part of this Note may be made at
any time without penalty; provided, however, Borrower shall not be permitted
to prepay any amount owing hereunder unless, at the time of such prepayment,
and after giving effect thereto, (i) the Borrower shall have satisfied the
Required Availability Test and (ii) no default or event of default under the
terms of any Senior Debt of the Borrower has occurred and is continuing.

        3.      COSTS OF COLLECTION.  In the event counsel is employed by the
Lender to enforce the provisions of this Note, or any of the Documents,
Borrower shall pay upon demand all reasonable attorneys' fees so incurred by
Lender, and all other costs and expenses connected with such enforcement.

        4.      APPLICATION OF PAYMENTS.  All payments received shall be
applied as follows: first, to the Lender's costs of collection (including,
without limitation, reasonable attorneys' fees and expenses), if any; second,
to accrued and unpaid interest; and third, to the reduction of principal.

        5.      NOTICES.  All notices and demands for payment hereunder shall
be given in writing and shall be effective (a) when personally delivered or
when transmitted by telecopy; (b) three (3) days after being mailed by first
class or certified or registered mail, with proper postage prepaid or (c) one
(1) business day after being delivered to an established overnight delivery
service, with costs for "next day" delivery prepaid, addressed in any such
case, if to the Borrower at 17855 North Dallas Parkway, Dallas, Texas 75287,
and if addressed to the Lender at MS Acquisition Ltd. 16251 Dallas Parkway,
7th Floor, Addison, Texas 75001, or in either case to such other address as
such party may from time to time designate to the other by like written notice
given at least ten (10) days prior to the date such change becomes effective.

        6.      SUCCESSORS AND ASSIGNS.  This Note shall apply to and bind the
Borrower and the Lender and each of their respective successors and assigns.

        7.      ENTIRE AGREEMENT.  This Note represents the entire agreement
between Borrower and Lender as to this matter and may not be contradicted by
evidence of prior, contemporaneous, or subsequent oral agreements of the
parties.  There are no unwritten oral agreements between Borrower and Lender
related to the subject matter of this Note.

        8.      GOVERNING LAW.  For convenience, notwithstanding any forum in
which this Note may be considered, the parties agree that the validity and
construction of this Note and all matters pertaining thereto are to


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be determined and construed according to the laws of the State of Texas and
the Borrower consents to the jurisdiction of the courts of competent
jurisdiction sitting in Dallas County, Texas.

        9.      SUBORDINATION.

                (a)     This Note is and at all times hereafter will be junior
and subordinate in right of payment and exercise of remedies to the
indefeasible prior payment in full in cash of all obligations owed in respect
of the Senior Debt.  The subordination of the obligations under this Note is
for the benefit of all holders of Senior Debt from time to time, whether such
Senior Debt is outstanding on the date hereof or incurred, created or arising
hereafter.  Upon the occurrence and during the continuance of any default or
event of default under any Senior Debt, Borrower will have no obligation to
make, and the Lender will not accept or receive or take any action to collect,
any payment of any portion of the obligations under this Note until all
obligations with respect to such Senior Debt have been indefeasibly discharged
in full in cash.  Borrower will have no obligation to make, and the Lender
will not accept or receive or take any action to collect, any payment of any
portion of the principal amount of the obligations under this Note unless at
the time such amount is paid to the Lender, and after giving effect thereto,
the Borrower shall have satisfied the Required Availability Test.  Should any
payment, distribution, security, or proceeds thereof be received by the Lender
contrary to the terms hereof, the Lender shall immediately deliver the same to
the holders of the Senior Debt in precisely the form received (except for
endorsement or assignment of such Lender where necessary), for application on
or to secure the Senior Debt, whether it is due or not due, and until so
delivered the same shall be held in trust by the Lender as property of the
holders of the Senior Debt.  Nothing in this section shall prohibit the Lender
from receiving and retaining:  (i) principal amounts due to the Lender
hereunder, provided that at the time such amount is paid to the Lender, and
after giving effect thereto, (A) the Borrower shall have satisfied the Required
Availability Test and (B) no default or event of default under the terms of any
Senior Debt of the Borrower has occurred and is continuing; or (ii) interest
amounts paid to the Lender hereunder, provided that at the time such amount is
paid to the Lender, and after giving effect thereto, no default or event of
default under the terms of any Senior Debt of the Borrower has occurred and is
continuing.

                (b)     For purposes hereof, "Senior Debt" means (i) all
indebtedness and obligations of the Borrower in favor of any bank, trust
company, insurance company or other institutional lender providing financing
to the Borrower under the First Union Facility and all Senior Obligations as
defined in the First Union Facility and (ii) all indebtedness and obligations
of the Borrower in favor of any bank, trust company, insurance company or
other institutional lender providing financing to the Borrower under the Chase
Facility.

        10.     LIMITATIONS ON INTEREST.  It is the intention of the parties
hereto to comply with all applicable usury laws, whether now existing or
hereinafter enacted.  Accordingly, notwithstanding any provision to the
contrary in this Note or any other document evidencing, securing, guaranteeing
or otherwise pertaining to indebtedness of the Borrower to the Lender, in no
contingency or event whatsoever, whether by acceleration of the maturity of
the indebtedness of the Borrower to the Lender or otherwise, shall the
interest contracted for, charged or received by the Lender exceed the maximum
amount permissible under applicable law.  If from any circumstances whatsoever
fulfillment of any provision of this Note or any other document evidencing,
securing, guaranteeing or otherwise pertaining to indebtedness of the Borrower
to the Lender, at the time performance of such provision shall be due, shall
involve transcending the limit of validity prescribed by law, then, ipso
facto, the obligation to be fulfilled shall be reduced to the limit of such
validity, and if from any such circumstances the Lender shall ever receive
anything of value as interest or deemed interest by applicable law under this
Note or any other document evidencing, securing, guaranteeing or otherwise
pertaining to indebtedness of the Borrower to the Lender or otherwise in an
amount that would exceed the highest lawful amount, such amount that would be
excessive interest shall be applied to the reduction of the principal amount
owing in connection with this Note or on account of any other indebtedness of
the Borrower to the Lender, and not to the payment of interest, or if such
excessive interest exceeds the unpaid balance of principal owing in connection
with this Note and such indebtedness, such excess shall be refunded to the
Borrower.  In determining whether or not the interest paid or payable with
respect to indebtedness of the Borrower to the Lender, under any specific
contingency, exceeds the maximum nonusurious rate permitted under applicable
law, the Borrower and the Lender shall, to the maximum extent permitted by
applicable law, (a) characterize any non-principal payment as an expense, fee
or premium rather than interest, (b) exclude voluntary prepayments and the
effects thereof, (c) amortize, prorate, allocate and spread the total amount of
interest throughout the full term of such indebtedness so that the actual rate
of interest on account of such indebtedness does not exceed the maximum amount
permitted by applicable law, and/or (d) allocate interest between portions of
such indebtedness, to the end that no such portion shall bear interest at a
rate greater than that permitted by law.  The terms and provisions of this
paragraph shall control and supersede any other conflicting provision of this
Note.


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        IN WITNESS WHEREOF, the Borrower has executed this Note on the date
first written above.

                                        MARKETING SPECIALISTS CORPORATION


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

WITNESS:

-----------------------------------
Name:
     ------------------------------



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