Exhibit 10.17

                                SERVICE AGREEMENT

                  THIS  SERVICE  AGREEMENT  dated as of  January 4, 1999 (as the
same may be supplemented,  modified,  amended, restated or replaced from time to
time in the manner provided herein,  this  "Agreement"),  is by and between SPAR
MARKETING FORCE, INC.  ("Marketing  Force"),  and SPAR MARKETING SERVICES,  INC.
("SMS").

                                    RECITALS
                                    --------

                  SMS has  previously  provided and currently  provides  certain
field  representative  and  management  services to Marketing  Force and others.
Marketing  Force and SMS desire to memorialize the terms and conditions on which
SMS will continue to provide,  on a nonexclusive  basis, the services  described
below on behalf of Marketing  Force with respect to in-store  merchandising  and
related services at the stores and other locations of the customers of Marketing
Force and such of Marketing Force's  affiliates as Marketing Force may from time
to time request  (collectively,  "Stores") within the continental  United States
and Canada (the "Territory").

                                    AGREEMENT
                                    ---------

                  NOW,  THEREFORE,  in  consideration of the mutual promises and
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged  by the parties,  the
parties hereto hereby agree as follows:

                  1. Term This  Agreement  shall  commence upon the date hereof,
and shall continue through December 31, 2000, and shall be automatically renewed
and continue for additional one year periods thereafter (the "Term"), unless (a)
either  party  gives  the other  written  notice at least  sixty  days  prior to
December  31 of any year  (commencing  in 2000) of its  desire to not renew this
Agreement,  or (b) this  Agreement  is sooner  terminated  pursuant to Section 5
hereof.

                  2. Merchandising,  Scheduling and Supervisory Services. During
the Term,  SMS shall (a) stock,  restock and replenish  merchandise  and perform
other  merchandising and related  activities and services requested from time to
time by Marketing  Force (the  "Merchandising  Services")  in Stores  within the
Territory on behalf of Marketing Force and such of Marketing Force's  affiliates
as Marketing  Force may from time to time request for the customers of Marketing
Force and such affiliates,  (b) operate and maintain the Internet job scheduling
and other  software  utilized by the field managers and personnel of SMS and the
field personnel of Marketing Force and such affiliates of Marketing Force as may
be requested from time to time by Marketing Force (the  "Scheduling  Services"),
and  (c)  manage  and  direct  the  field   personnel  of  SMS   performing  the
Merchandising  Services  and such field  personnel  of  Marketing  Force and its
affiliates  as may be  requested  from  time  to time by  Marketing  Force  (the
"Personnel  Services",   and  together  with  the  Merchandising   Services  and
Scheduling   Services,   the  "Services").   Any  merchandise   needed  for  the
Merchandising  Services  shall be  delivered  to the  Stores  (or at such  other
location as may be  mutually  agreed  upon by the  parties  with  respect to any
particular  task)  from  time to time by or on  behalf  Marketing  Force  or the
applicable customers, all at no cost and expense to SMS. Marketing Force and SMS
shall in good faith establish and implement mutually  acceptable  procedures for
the scheduling and coordination of the performance of the Services.

                  3. Cost Plus Compensation. Except as otherwise provided in the
second and third sentences of this Section 3, Marketing  Force shall  compensate
SMS for the  performance of the Services in an amount equal to (a) all costs and
expenses  reasonably incurred by SMS in performing the Services pursuant hereto,
including  (without  limitation)  any and all independent  contractor  payments,
wages and other employment costs of all personnel, travel and other reimbursable
field  and  administrative  out of  pocket  costs  and  expenses,  purchases  of
equipment and supplies,  depreciation  and  amortization,  courier,  postage and
special  mailing  charges,  rent,  utilities,  and other overhead (the "Services
Costs"),  plus (b) four  percent  of the sum of the items in clause  (a),  above
(collectively with the Services Costs, the "Services  Compensation");  provided,
however,  that the Services Costs shall include any payroll and employment taxes
payable to field  employees  with respect to Services  performed  after the date
hereof.  Marketing  Force and SMS  acknowledge  and agree  that it is  presently
anticipated   that  the   stockholders   of  SMS  will   enter  into  a  Limited
Indemnification Agreement substantially in the form attached hereto as Exhibit A
(the  "Indemnity   Agreement")  in  connection  with  the  consummation  of  the
transactions  contemplated  by the Merger  Agreement (as such term is defined in
the Indemnity  Agreement).  Notwithstanding  the provisions of this

                                      -1-

<PAGE>

Section 3 or any other provision of this Agreement, Marketing Force shall not be
required to compensate SMS for or otherwise pay or reimburse (and Services Costs
shall not include) any amount with respect to which the  stockholders of SMS (i)
would have been required to indemnify, defend and hold harmless any Merger Party
(as such term is defined in the Indemnity  Agreement)  pursuant to the Indemnity
Agreement  were it executed and effective as of the date of this  Agreement,  or
(ii) are  required  to  indemnify,  defend and hold  harmless  any Merger  Party
pursuant to the Indemnity  Agreement after it is executed and becomes  effective
(collectively, "Indemnified Amounts").

                  4. Payments. Marketing Force shall pay to SMS by wire transfer
a monthly  retainer of  $250,000  (as  adjusted  from time to time by the mutual
agreement of the parties) on or before the first of each month on account of the
Services Compensation respecting the estimated administrative and overhead costs
of performing the Services (i.e., the Services Compensation other than the field
personnel  costs).  SMS  shall  invoice  Marketing  Force  weekly  for all field
management  and personnel  costs,  and such invoices  shall be paid by Marketing
Force by wire transfer to SMS within two business  days after  receipt  thereof.
SMS may from time to time,  and at least once per quarter  shall,  reconcile the
retainer  and field  personnel  payments  and  invoice  Marketing  Force for any
shortfall,  or credit Marketing  Force's future invoices for any excess,  in the
Services Compensation  received by SMS during the calculation period.  Marketing
Force  shall have the right at its own cost and  expense to audit such costs and
expenses  from time to time upon  reasonable  notice to SMS,  provided  that the
audit shall be  conducted  in a manner that is not  unreasonably  disruptive  of
SMS's business.

                  5. Early  Termination.  Notwithstanding  any  provision to the
contrary  contained herein,  either party shall have the right to terminate this
Agreement  (i) for any  reason or no reason  upon six (6) months  prior  written
notice at any time, (ii) upon ten (10) business days prior written notice to the
other party in the event such other party  material  breaches this Agreement and
fails to cure such breach  within  thirty (30) days after  notice of such breach
from the  terminating  party, or (iii) upon ten (10) business days prior written
notice  to the other  party in the event of any  voluntary  or  involuntary  (A)
petition or similar pleading under any bankruptcy or similar act is commenced by
or against such other party,  or (B)  proceeding  is  instituted in any court or
tribunal  to declare  either  such other  party  insolvent  or unable to pay its
debts.

                  6. Force  Majeure.  SMS shall not be liable for any failure to
perform or for delay in performance of its obligations  caused by  circumstances
beyond its reasonable control,  including (without  limitation)  communications,
computer and power outages, fire, flood, ice and show storms, earthquake,  other
natural disasters, war, insurrection,  riot, sabotage, epidemic, labor disputes,
acts of God, acts of any government or agency thereof, or judicial action.

                  7.  Independent   Contractor,   Non-exclusive   Status,   Etc.
Marketing Force  acknowledges and agrees that its sole  relationship with SMS is
that of independent contractor,  and that no term or provision of this Agreement
or any  related  document  is  intended  to  create,  nor shall any such term or
provision  be  deemed  or  construed  to  have  created,   any  joint   venture,
partnership,  trust,  agency or other fiduciary  relationship with SMS or any of
its affiliates.  No term or provision of this Agreement or any related  document
is intended, or shall be deemed or construed, to in any way (a) limit the power,
authority or  discretion of SMS to conduct its business in such manner as it may
choose,  or (b) confer upon  Marketing  Force any right,  power or  privilege to
control,  direct, approve or otherwise affect any manner chosen by SMS or any of
its  affiliates  to conduct  its  business,  irrespective  of whether any of the
Services may be involved in or affected by any such  conduct.  Without  limiting
the  generality  of the  foregoing,  SMS shall  have full and  exclusive  power,
authority and  discretion at any time and from time to time (i) to hire,  direct
and discharge from time to time any and all officers, employees, agents, brokers
and  other  representatives  of SMS  (including,  without  limitation,  the  its
stockholders), (ii) to engage such independent contractors, affiliates and other
subcontractors as it may deem necessary or appropriate in the performance of the
Services,  (iii) to exercise  or  otherwise  enforce any of its rights,  powers,
privileges,  remedies or interests in whole or in part,  (iv) to delay,  refrain
from or discontinue any such exercise or other  enforcement,  (v) to perform the
same or similar services for others and pursue any and all other continuing, new
or other business opportunities of any nature or description,  which may include
(without  limitation,)  one or more of the  business  activities  engaged  in by
Marketing Force or its affiliates or aspects thereof,  whether  independently or
for or with other persons,  and  irrespective of location,  and (vi) to allocate
the time and attention and the other resources of SMS among the Services and its
various  other  activities,  provided  that such  allocation  does not adversely
affect the  performance of SMS hereunder in any material  respect,  in each case
without  notice to  Marketing  Force  (except as  otherwise  expressly  required
hereunder),  for any reason or no reason whatsoever and whether intentionally or
otherwise.  Marketing Force shall not be required to use SMS exclusively for the

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provision  of Services in any Stores or  otherwise  at any time and may purchase
Services from any affiliate or other person without limitation or restriction of
any kind.

                  8.  Indemnification.  (a) Marketing  Force, its affiliates and
their respective officers, employees,  independent contractors,  agents, brokers
and other representatives (a "MF Indemnified Person") each shall be indemnified,
reimbursed and held harmless by SMS upon demand,  and defended at the expense of
SMS with counsel selected by SMS (and reasonably acceptable to Marketing Force),
from and against any and all claims, liabilities,  expenses (including,  without
limitation, the disbursements,  expenses and reasonable fees of their respective
attorneys)  and other losses that may be imposed  upon,  incurred by or asserted
against any MF Indemnified  Person resulting from, arising out of or directly or
indirectly  related to any Service or other activity  performed by SMS or any of
its  representatives  or any  misrepresentation,  omission,  breach,  default or
wrongdoing by SMS or any of its representatives;  in each case other than to the
extent  occasioned  by the gross  negligence  or  willful  misconduct  of any MF
Indemnified  Person  as  finally  determined  pursuant  to  applicable  law by a
governmental authority having jurisdiction.

                  (b)  SMS,  its  affiliates  and  their  respective   officers,
employees, independent contractors, agents, brokers and other representatives (a
"SMS  Indemnified  Person")  each  shall  be  indemnified,  reimbursed  and held
harmless  by  Marketing  Force  upon  demand,  and  defended  at the  expense of
Marketing  Force with  counsel  selected  by  Marketing  Force  (and  reasonably
acceptable to SMS), from and against any and all claims,  liabilities,  expenses
(including, without limitation, the disbursements,  expenses and reasonable fees
of their  respective  attorneys)  and other  losses  that may be  imposed  upon,
incurred  by or asserted  against any SMS  Indemnified  Person  resulting  from,
arising  out of or  directly  or  indirectly  related  to any  Service  or other
activity performed  substantially in accordance with the directions of Marketing
Force or any of its  representatives or any product defect in or other condition
of any merchandise provided or any misrepresentation,  omission, breach, default
or wrongdoing by Marketing  Force or any of its  representatives,  but excluding
any Indemnified Amounts; in each case other than to the extent occasioned by the
gross negligence or willful  misconduct of any SMS Indemnified Person as finally
determined  pursuant  to  applicable  law  by a  governmental  authority  having
jurisdiction.

                  9. Successors and Assigns; Assignment. This Agreement and each
related  document  shall  be  binding  upon  and  inure  to the  benefit  of the
successors,   permitted  assigns  and  legal   representatives   of  each  party
(including,  without  limitation,  any  assignee  of  substantially  all  of the
business or assets of any party or any  successor by merger).  Neither party may
assign any of its rights or  obligations  under this  Agreement  or any  related
document to any other person  without the consent of the other party;  provided,
however,  that (i) either party may assign its rights and obligations  hereunder
in whole or in part to any of its affiliates  (without,  however,  relieving the
assignor of any of its  obligations  hereunder) by giving the other party a copy
of such  assignment,  (ii) SMS  acknowledges and agrees that Marketing Force may
request (for its account  hereunder) that SMS provide services for affiliates of
Marketing Force without the need to formally assign any rights or obligations of
Marketing  Force to such  affiliates,  and  (iii)  nothing  in this  Section  is
intended,  or shall be  deemed  or  construed,  to in any way  limit  the use of
independent contractors as field representatives or managers by SMS.

                                  [END OF PAGE]


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                                                                Doc.  No. 342441
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                  10. Counterparts,  Notices,  Governing Law,  Amendments,  Etc.
This Agreement  shall be effective on the date as of which this Agreement  shall
be executed and delivered by the parties hereto.  This Agreement may be executed
in two or more  counterpart  copies of the entire document or of signature pages
to the  document,  each of which may be  executed  by one or more of the parties
hereto,  but all of  which,  when  taken  together,  shall  constitute  a single
agreement binding upon all of the parties hereto.  All notices that are required
or otherwise given in connection with this Agreement shall be in writing,  shall
be  given  to a party  at the  address  set  forth  below  (or as most  recently
specified  by it to the other party in writing)  by  personal  delivery,  United
States  express  or  certified  mail,  return  receipt  requested,  or  national
overnight courier,  in each case with postage or delivery prepaid,  and shall be
deemed to have been given on the day it was delivered or refused. This Agreement
and all related  documents shall be governed by and construed in accordance with
the applicable laws pertaining,  in the State of New York (other than those that
would  defer to the  substantive  laws of another  jurisdiction).  The  headings
contained in this Agreement or any related  document are for reference  purposes
only and shall not affect the meaning or interpretation of this Agreement or any
related  document.  Each and every supplement or modification to or amendment or
restatement  of this  Agreement or any related  document shall be in writing and
signed by all of the parties hereto, and each and every waiver of, or consent to
any  departure  from,  any term or  provision  of this  Agreement or any related
document  shall be in writing and signed by each  affected  party  hereto.  This
Agreement  and the other Merger  Documents  contain the entire  agreement of the
parties and  supersede all other  representations,  warranties,  agreements  and
understandings, oral or otherwise, among the parties with respect to the matters
contained herein.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first written above.

SPAR MARKETING SERVICES, INC.,              SPAR MARKETING FORCE, INC.
    a Nevada corporation                            an Nevada corporation

By: /s/ Robert G. Brown                     By:/s/ Robert G. Brown
   ----------------------------------         ----------------------------------
   Robert G. Brown                            Robert G. Brown
   Chairman, Chief Executive Officer,         Chairman, Chief Executive Officer,
         and President                             and President



                                                                Doc.  No. 342441