<PAGE>   1
                                                                    EXHIBIT 10.8



                           SECOND AMENDED AND RESTATED
                               SECURITY AGREEMENT


         This Second Amended and Restated Security Agreement (this "Security
Agreement") is entered into as of March 30, 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

         1. 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.

         2. 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.

         3. 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.

         4. The Borrower, Guarantors and the Agent are parties to that certain
Amended and Restated Security Agreement dated August 18, 1999 (the "Existing
Security Agreement").

         5. 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.

         6. 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.

<PAGE>   2



         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:


A. 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:

         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.

         2.       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.       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.

                  c.       EQUIPMENT - All presently owned and hereafter
                           acquired equipment, whether or not affixed to realty,
                           including, without limitation, machines,



                                      -2-
<PAGE>   3

                           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 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.

                  d.       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.

                  e.       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.

                  f.       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.

                  g.       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.

                  h.       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.




                                      -3-
<PAGE>   4




                  i.       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.

                  j.       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.

         3.       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 11
                  U.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 11 U.S.C.
                  Section 101) with that party prior to the date it ceased to be
                  a Lender shall continue to be Liabilities secured hereunder.

         4.       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.

         5.       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.




                                      -4-
<PAGE>   5




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

         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.

B.       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.

C.       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.

         2.       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.

D.       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:




                                      -5-
<PAGE>   6




         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 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.

         2.       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.

         3.       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.

         4.       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.




                                      -6-
<PAGE>   7




         5.       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.

         6.       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.

E.       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.

         2.       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.

         3.       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



                                      -7-
<PAGE>   8

                  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.

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

         5.       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.

         6.       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;




                                      -8-
<PAGE>   9

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

         7.       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.

F.       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


                                      -9-
<PAGE>   10

                  pursuant hereto or to enable Agent to exercise or enforce its
                  rights hereunder or with respect to such security interest.

         2.       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.

         3.       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.

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

H.       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.

         2.       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


                                      -10-
<PAGE>   11

                  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.

         3.       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 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.

         4.       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;

                  b.       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.

                  c.       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;

                  d.       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


                                      -11-
<PAGE>   12

                           compromise, or settlement deemed desirable with
                           respect to any of the Collateral;

                  e.       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 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.

         5.       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.

I.       MISCELLANEOUS.

         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.

         2.       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



                                      -12-
<PAGE>   13

                  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
                            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

         3        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



                                      -13-
<PAGE>   14

                  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.

4        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.

5        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.

6        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.

7        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.

8        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.

9        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



                                      -14-
<PAGE>   15

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

10       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.

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

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

13       WAIVER OF JURY TRIAL; ACKNOWLEDGMENTS.

         a0       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.

         b0       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



                                      -15-
<PAGE>   16

                  FURTHER ACKNOWLEDGES THAT THE MEANING AND EFFECT OF THE
                  FOREGOING WAIVER OF JURY TRIAL HAVE BEEN FULLY EXPLAINED TO
                  BORROWER BY SUCH COUNSEL.






                                      -16-
<PAGE>   17


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


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:



                                      -17-
<PAGE>   18





                                   SCHEDULE A

                   Security Agreement Questionnaires Attached



                                      A-1
<PAGE>   19






                                   SCHEDULE B

                                Deposit Accounts




                                       B-1