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                                                                    EXHIBIT 10.5

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                        MARKETING SPECIALISTS CORPORATION



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                             STOCKHOLDERS AGREEMENT

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                           DATED AS OF MARCH 30, 2000




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                                                 TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page


<S>      <C>                                                                                                   <C>
1.       TAG-ALONG RIGHTS IN RESPECT OF SALE OF STOCK BY OTHER STOCKHOLDERS.......................................1
         1.1      Right to Sell Proportionate Number of Shares....................................................1
         1.2      Notice of Proposed Sale.........................................................................2
         1.3      Election by Holders.............................................................................2
         1.4      Pro Rata Cutback of Number of Shares Sold.......................................................2
         1.5      Exercise........................................................................................2
         1.6      Closing of Sale.................................................................................3
         1.7      Expense of Sale.................................................................................3


2.       RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS............................................................3
         2.2      Cooperation by the Company......................................................................3
         2.3      Termination of Restrictions.....................................................................3


3.       INTERPRETATION OF THIS AGREEMENT.........................................................................4
         3.1      Certain Defined Terms...........................................................................4
         3.2      Directly or Indirectly..........................................................................8
         3.3      Section Headings and Table of Contents and Construction.........................................8
         3.4      Satisfaction Requirement........................................................................8
         3.5      Governing Law...................................................................................9


4.       MISCELLANEOUS............................................................................................9
         4.1       Communications.................................................................................9
         4.2      Reproduction of Documents.......................................................................9
         4.3      Survival.......................................................................................10
         4.4      Successors and Assigns.........................................................................10
         4.5      Amendments and Waivers.........................................................................10
         4.6      Waiver of Jury Trial; Consent to Jurisdiction; Etc.............................................10
         4.7      Indemnification of Each Holder.................................................................12
         4.8      Entire Agreement...............................................................................12
         4.9      Counterparts...................................................................................12
         4.10     Descriptive Headings...........................................................................12
         4.11     Severability...................................................................................12


Annex 1           -        Name and Address of Purchaser

Annex 2           -        Name and Address of MSC

Annex 3           -        Name and Address of the Continuing Investor
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                             STOCKHOLDERS AGREEMENT

         STOCKHOLDERS AGREEMENT (as the same may hereafter be amended,
supplemented or modified, this "Agreement"), dated as of March 30, 2000 among
MARKETING SPECIALISTS CORPORATION (together with its successors and assigns,
"MSC"), a Delaware corporation, First Union Investors, Inc., a North Carolina
corporation (the "PURCHASER"), MS Acquisition Limited, a Delaware limited
partnership (the "CONTINUING INVESTOR") and Richmont Capital Partners I, L.P., a
Delaware limited partnership ("RICHMONT").

                                    RECITALS

         WHEREAS, pursuant to the Warrant Agreement, MSC has issued to the
Purchaser, Six Hundred Eighty Seven Thousand One Hundred Thirty Six (687,136)
Warrants to purchase shares of the Common Stock  9,600,617 immediately following
the effectivness hereof); and

         WHEREAS, the Continuing Investor is the holder of Five Million Six
Hundred Thousand Six Hundred Seventeen (5,600,617) shares of the Common Stock;
and

         WHEREAS, MSC, the Purchaser, the Continuing Investor and Richmont wish
to define certain rights as among them relating to the Common Stock, Warrants
and other Stock held by them;

         NOW, THEREFORE, in consideration of the foregoing and the mutual
promises herein contained, MSC, the Continuing Investor and the Purchaser
mutually agree as follows:

1. TAG-ALONG RIGHTS IN RESPECT OF SALE OF STOCK BY OTHER STOCKHOLDERS.

         1.1 Right to Sell Proportionate Number of Shares. The Continuing
Investor hereby agrees that it will not sell to any party or parties in any
twelve month period more than ten percent (10%) all or any portion of the
Issuable Shares owned by it pursuant to a Covered Transaction unless, as part of
such transaction, each holder of Purchaser Shares shall have the right (but not
the obligation) to sell a proportionate amount of the Purchaser Shares then held
by such holder at the same Imputed Price and on the same terms (or terms as
similar as reasonably possible), and to the same purchaser or purchasers.

         For purposes of this Section 1, the "proportionate amount" which a
holder of Purchaser Shares shall be entitled to sell with respect to any
proposed transaction shall be equal to the product (calculated as of the date of
such proposed transaction) of:

                  (a) the total number of Purchaser Shares then owned by such
         holder; times

                  (b) the quotient of:

                           (i) the aggregate number of Issuable Shares proposed
                  to be sold in such transaction by the Other Stockholders;
                  divided by



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                           (ii) the aggregate number of Issuable Shares owned by
                  the Other Stockholders.

         1.2 Notice of Proposed Sale. The Continuing Investor shall promptly
provide to each of the holders of the Purchaser Shares written notice of its
intention to engage in a Covered Transaction. Such written notice (the "Notice
of Sale") shall:

                  (a) specify in detail the terms of such proposed sale
         (including the type of Issuable Shares proposed to be sold, the Imputed
         Price and, in the event that any Rights are being sold, the Valuation
         Agent's calculation of the Imputed Price from the actual purchase price
         for such Rights);

                  (b) state the date on which such proposed sale is to be
         consummated; and

                  (c) designate one (1) party to whom notice of the
         determination to participate in such proposed sale should be delivered.

         1.3 Election by Holders. Upon receipt of a Notice of Sale, each holder
of Purchaser Shares shall have twenty (20) days to deliver written notice (the
"Tag-Along Notice") of its election to participate in such sale and the number
of Issuable Shares which it elects to sell, which number shall not exceed its
proportionate amount. Subject to Section 1.4, upon delivery of a Tag-Along
Notice, each holder of Purchaser Shares shall be obligated to sell on the terms
set forth in the Notice of Sale the number of Issuable Shares specified in its
Tag-Along Notice.

         1.4 Pro Rata Cutback of Number of Shares Sold. In the event that the
Other Stockholders intending to sell the Issuable Shares shall be unable to sell
the aggregate number of shares to be sold by the Other Stockholders and which
the holders of the Purchaser Shares have elected to sell pursuant to Section 1.1
at the price specified in the Notice of Sale, then the number of Issuable Shares
to be sold by the Other Stockholders and such holders of Purchaser Shares
electing to sell such Issuable Shares shall be reduced ratably (as between such
groups and, with respect to the holders of the Purchaser Shares, as among the
members of such group) to the extent necessary to reduce the total number of
Issuable Shares to be included in such offering to the maximum number which the
selling Continuing Investor can sell at such price. Whether or not any such
adjustment in the number of Issuable Shares to be sold is required to be made,
the Continuing Investor shall give each such holder which has elected to sell
Issuable Shares, written notice of the number of shares it is permitted to sell
pursuant to this Section 1 (after giving effect to the provisions of this
Section 1.4) not less than ten days prior to the date of such sale.

         1.5 Exercise. Unless the Continuing Investor otherwise agree, all
Issuable Shares to be sold by the holders of Purchaser Shares pursuant to this
Section 1 shall be shares of Stock. MSC shall, if necessary, permit the holders
of Purchaser Shares to exercise or convert their respective Purchaser Shares
into shares of Stock in contemplation of such holders' delivery of Stock at the
closing of any such sale, whether or not at such time such Purchaser Shares are
exercisable or convertible to Stock in accordance with their respective terms or
the terms of any agreements governing such Purchaser Shares at such time.



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         1.6 Closing of Sale. Each holder of Purchaser Shares electing to
participate in a sale described in any Notice of Sale shall deliver to the
purchaser specified in such Notice of Sale, against payment of the total
purchase price for the Issuable Shares to be purchased (at the price per share
specified in such Notice of Sale), on the closing date specified in such Notice
of Sale, a certificate or certificates representing the number of Issuable
Shares which it has elected to sell (net of any reduction pursuant to Section
1.4) pursuant to this Section 1, together with appropriate instruments of
transfer duly endorsed in blank.

         1.7 Expense of Sale. All expenses and costs of any sale of Issuable
Shares pursuant to this Section 1 shall be for the account of and paid
by the party selling such Issuable Shares.

2. OTHER AGREEMENTS.

         2.1 Cooperation by Continuing Investor and Richmont. Continuing
Investor shall not, and Richmont shall not directly or indirectly, including
through any other Person which is a partner or affiliate of, controls, is
controlled by or is under common control with Richmont or the Continuing
Investor: (a) enter into any shareholder agreement, voting agreement or similar
arrangement with any other Person (other than a Person which is a partner or
affiliate of, controls, is controlled by or is under common control with
Richmont is the Continuing Investor) in connection with the acquisition or
holding of Common Stock by such other Person or (b) acquire any shares of Common
Stock, the direct or indirect result of which would be that MSC would either (i)
cease to be required to register under the Exchange Act or (ii) cease to be
listed either on a national securities exchange, the NASDAQ National Market or
the NASDAQ SmallCap Market, unless, as a condition to such agreement,
arrangement or acquisition, such acquiring or holding Person shall be required
to purchase all the Issuable Shares of the Purchaser for an amount, per share,
equal to the higher of (1) the average price per share of Common Stock paid by
such acquiring or holding Person in connection with such transaction, or (2) the
Market Price, provided that the date of determination of "Market Price" shall be
the last trading date before the date on which such transaction was announced.

         2.2 Termination of Restrictions.

                  (a) With Respect to Shares Sold. Each and all of the
         provisions of this Agreement shall terminate immediately as to any
         Issuable Shares (but this Agreement shall remain in force with respect
         to any remaining Issuable Shares):

                           (i) when such Issuable Shares have been effectively
                  registered under the Securities Act and disposed of in
                  accordance with the registration statement covering such
                  Issuable Shares; or

                           (ii) when such Issuable Shares shall have been
                  distributed to the public pursuant to Rule 144 (or any
                  successor provision) under the Securities Act when such
                  Issuable Shares shall have been otherwise transferred and
                  subsequent disposition of them shall not require registration
                  or qualification under the Securities Act or any similar state
                  law then in force; or when such Issuable Shares have been sold
                  or disposed of by the Continuing Investor in any Covered
                  Transaction, provided the Continuing Investor shall have
                  complied with the provisions of Section 1 of the Agreement.



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                  (b) Upon a Tag-Along Sale. The provisions of this Agreement
         shall terminate immediately with respect to Purchaser Shares sold in
         any sale pursuant to Section 1 or Section 2.1 of this Agreement.

                  (c) Ownership Level. The provisions of this Agreement shall
         terminate with respect to any Issuable Shares held by the Continuing
         Investor if the total number of Issuable Shares owned by the
         Continuing Investors represents less than ten percent of the total
         number of shares of Common Stock then [ILLEGIBLE]


3. INTERPRETATION OF THIS AGREEMENT.

         3.1 Certain Defined Terms. As used herein, the following terms have the
respective meanings set forth below or set forth in the Section hereof following
such term:

         AFFILIATE -- means, at any time, a Person (other than a Subsidiary or
the Purchaser): (a) that directly or indirectly through one or more
intermediaries controls, or is controlled by, or is under common control with,
MSC; (b) that beneficially owns or holds ten percent (10%) or more of any class
of Stock; (c) ten percent (10%) or more of the voting stock (or in the case of a
Person that is not a corporation, ten percent (10%) or more of the equity
interest) of which is beneficially owned or held by MSC or a Subsidiary; (d)
that is an officer, member of the Board of Directors (or a member of the
immediate family of an officer or director or member of the Board of Directors)
of MSC or any Subsidiary, at such time. As used in this definition, "Control"
shall means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract or otherwise.

         AGREEMENT - the introductory paragraph hereof.

         CAPITAL STOCK -means any class of preferred, common or other capital
stock, share capital or similar equity interest of a Person including, without
limitation, any partnership interest in any partnership or limited partnership
and any membership interest in any limited liability company.

         CHARTER - means the Second Amended and Restated Certification of
Incorporation of MSC dated December 14, 1998, as amended by Certificate of
Amendment to Second Amended or Restated Certificate of Incorporation dated
August 18, 1998.

         COMMON STOCK - means, collectively, the Common Stock, par value $.0001
per share, of MSC.

         CONTINUING INVESTOR. The introductory paragraph hereof.

         COVERED TRANSACTION - means any sale of Issuable Shares by the
Continuing Investor other than (i) a sale pursuant to a registered underwritten
public offering; (ii) open market sales pursuant to Rule 144 under the
Securities Act, or (iii) a sale to an Affiliate, provided such Affiliate agrees
in writing with Purchaser to be bound by the terms and provisions of this
Agreement as fully as though such Affiliate were a Continuing Investor
hereunder.

         EXCHANGE ACT - means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.



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         GAAP - means accounting principles as promulgated from time to time in
statements, opinions and pronouncements by the American Institute of Certified
Public Accountants and the Financial Accounting Standards Board and in such
statements, opinions and pronouncements of such other entities with respect to
financial accounting of for-profit entities as shall be accepted by a
substantial segment of the accounting profession in the United States.

         INDEMNIFIED PARTY - Section 4.7.

         ISSUABLE SHARE - means and includes at any time,

                  (a) a share of issued and outstanding Stock; and

                  (b) a Right (including, without limitation, a Warrant), and
         (without duplication) all shares of Stock issuable upon exercise of
         such Right, in each case at such time.

For purposes of this definition of "Issuable Share", a Right to acquire one
share of Stock shall constitute one Issuable Share, and a Person shall be deemed
to own an Issuable Share if such Person has a Right to acquire such share
whether or not such Right is exercisable at such time. For purposes of this
Agreement a share of Stock or a Right shall cease to be an "Issuable Share" when
the restrictions on such share or Right terminate pursuant to Section 2.2.

         IMPUTED PRICE - means:

                  (a) in the case of a sale of Stock, the price per share paid
         for such Stock;

         and



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                  (b) in the case of a sale of any other Rights, the assumed
         price per underlying share of Common Stock, as determined by a
         Valuation Agent in accordance with generally accepted financial
         practice, which would yield the actual purchase price to be paid for
         such Rights.

         MARKET PRICE -- means, per share of Common Stock, as of any date of
determination, the arithmetic mean of the daily Closing Prices for the twenty
(20) consecutive trading days before such date of determination; provided that
if the Common Stock is then neither listed or admitted to trading on any
national securities exchange, the NASDAQ National Market or the NASDAQ SmallCap
Market, then "Market Price" means the Fair Value of one share of Common Stock,
as determined by the Valuation Agent as of the date of determination.

         MSC - the introductory paragraph.

         NOTICE OF SALE - Section 1.2.

         OTHER STOCKHOLDERS - means and includes, at any time, all holders of
Issuable Shares at such time (other than the holders of Purchaser Shares),
including, without limitation, the Sponsor Investor.

         PERSON - means an individual, partnership, corporation, limited
liability company, joint venture, trust, unincorporated organization, or a
government or agency or political subdivision thereof.

         PURCHASER - the introductory paragraph.

         PURCHASER SHARES - means the following, without duplication:

                  (a) shares of Common Stock that have been issued upon the
         exercise of any Warrant and all other shares of Stock issued to the
         Purchaser from time to time;

                  (b) any shares of Stock into which any such shares of Stock
         shall have been converted at any time; and

                  (c) any shares of Common Stock that are issuable upon the
         exercise of the Warrants or the conversion of Stock referred to in
         clause (a) or clause (b) above.

Holders of Warrants at any time shall be deemed to be holders of Purchaser
Shares described in clauses (b) and (c) of this definition that are at such time
issuable upon exercise in full of such Warrants, whether or not such holders are
then entitled so to exercise such Warrants pursuant to the terms thereof.

         REGISTRATION RIGHTS AGREEMENT - means the Registration Rights
Agreement, of even date herewith, among MSC, the Purchaser and the other parties
thereto.



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         RIGHT - means and includes any warrant (including, without limitation,
any Warrant), option or other right, to acquire Stock and including, without
limitation, any right pursuant to the provisions of any security convertible or
exchangeable into Stock.

         SEC - means, at any time, the Securities and Exchange Commission or any
other federal agency at such time administering the Securities Act.

         SECURITIES ACT - means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

         STOCK - -- shall mean and include (i) all shares of Capital Stock of
MSC, including without limitation, shares of Capital Stock issued, issuable or
transferable (A) on the exercise of rights to acquire shares of Capital Stock or
(B) on the conversion or exchange or exercise of securities convertible into or
exchangeable or exercisable for Capital Stock, and (ii) all other securities of
MSC which may be issued in exchange for or in respect of shares of Capital Stock
(whether by way of stock split, stock dividend, combination, reclassification,
reorganization or any other means).

         SUBSIDIARY - means, as to any Person, any corporation in which such
Person or one or more Subsidiaries of such Person or such Person and one or more
Subsidiaries of such Person owns sufficient voting securities to enable it or
them (as a group) ordinarily, in the absence of contingencies, to elect a
majority of the directors (or Persons performing similar functions) of such
corporation. The term "Subsidiary," as used herein without reference to any
Person, shall mean a Subsidiary of MSC.

         VALUATION AGENT - means a firm of independent certified public
accountants, an investment banking firm or a securities rating service (which
firm or service shall own no Securities of, and shall not be an Affiliate,
Subsidiary or a related Person of, MSC) of recognized national standing retained
by MSC and reasonably acceptable to the Required Holders.

         VOTING STOCK - means, with respect to any corporation, any shares of
stock of such corporation whose holders are entitled under ordinary
circumstances to vote for the election of directors of such corporation
(irrespective of whether at the time stock of any other class or classes shall
have or might have voting power by reason of the happening of any contingency).



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         WARRANT - means and includes each warrant to purchase Common Stock
issued pursuant to the Warrant Agreement.

         WARRANT AGREEMENT - means the Warrant Agreement, of even date herewith,
between MSC and the Purchaser, as amended, modified or supplemented from time to
time.

         3.2 Directly or Indirectly. Where any provision herein refers to action
to be taken by any Person, or which such Person is prohibited from taking, such
provision shall be applicable whether such action is taken directly or
indirectly by such Person, including actions taken by or on behalf of any
partnership in which such Person is a general partner.

         3.3 Section Headings and Table of Contents and Construction.

                  (a) Section Headings and Table of Contents, etc. The titles of
         the Sections of this Agreement and the Table of Contents of this
         Agreement appear as a matter of convenience only, do not constitute a
         part hereof and shall not affect the construction hereof. The words
         "herein," "hereof," "hereunder" and "hereto" refer to this Agreement as
         a whole and not to any particular Section or other subdivision.
         References to Sections are, unless otherwise specified, references to
         Sections of this Agreement. References to Annexes and Exhibits are,
         unless otherwise specified, references to Annexes and Exhibits attached
         to this Agreement.

                  (b) Construction. Each covenant contained herein shall be
         construed (absent an express contrary provision herein) as being
         independent of each other covenant contained herein, and compliance
         with any one covenant shall not (absent such an express contrary
         provision) be deemed to excuse compliance with one or more other
         covenants.

         3.4 Satisfaction Requirement. If any agreement, certificate or other
writing, or any action taken or to be taken, is by the terms of this Agreement
or the Purchaser Shares required to be satisfactory to any holder or holders of
Purchaser Shares, the determination of such satisfaction shall, unless
specifically required herein in any instance to be "reasonable" or words to
similar effect, be made by such holder or holders, as the case may be, in the
sole and exclusive judgment (exercised in good faith) of the Person or Persons
making such determination.

         3.5 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE
INTERNAL LAWS OF THE STATE OF DELAWARE.

4. MISCELLANEOUS.

         4.1 Communications.

                  (a) Method; Address. All communications hereunder or under the
         Purchaser Shares shall be in writing and shall be delivered either by
         nationwide overnight courier or by facsimile transmission (confirmed by
         delivery by nationwide overnight courier sent on



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         the day of the sending of such facsimile transmission). Communications
         to the Continuing Investor shall be addressed as set forth on Annex 3,
         or at such other address of which the Continuing Investor shall have
         notified each holder of Purchaser Shares and MSC. Communications to MSC
         shall be addressed as set forth on Annex 2, or at such other address of
         which MSC shall have notified each holder of Purchaser Shares and the
         Continuing Investor. Communications to the holders of Purchaser Shares
         shall be addressed as set forth on Annex 1 for such holder or at such
         other or further address of which such holder shall have notified MSC
         and the Continuing Investor.

                  (b) When Given. Any communication addressed and delivered as
         herein provided shall be deemed to be received when actually delivered
         to the address of the addressee (whether or not delivery is accepted)
         or received by the telecopy machine of the recipient. Any communication
         not so addressed and delivered shall be ineffective.

                  (c) Service of Process. Notwithstanding the foregoing
         provisions of this Section 4.1, service of process in any suit, action
         or proceeding arising out of or relating to this agreement or any
         document, agreement or transaction contemplated hereby, or any action
         or proceeding to execute or otherwise enforce any judgment in respect
         of any breach hereunder or under any document or agreement contemplated
         hereby, shall be delivered in the manner provided in Section 4.6(c).

         4.2 Reproduction of Documents. This Agreement and all documents
relating hereto, including, without limitation, consents, waivers and
modifications that may hereafter be executed, documents received by any holder
of Purchaser Shares at the closing of its purchase of such Purchaser Shares
(except any certificate evidencing Purchaser Shares themselves), and financial
statements, certificates and other information previously or hereafter furnished
to any holder of Purchaser shares, may be reproduced by MSC or any holder of
Purchaser Shares by any photographic, photostatic, microfilm, micro-card,
miniature photographic, digital or other similar process and each holder of
Purchaser Shares may destroy any original document so reproduced. Any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by MSC or any such
holder of Purchaser Shares in the regular course of business) and any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence. Nothing in this Section 4.2 shall prohibit
MSC or any holder of Purchaser Shares from contesting the accuracy or validity
of any such reproduction.

         4.3 Survival. All warranties, representations, certifications and
covenants made by MSC in the Warrant Agreement or herein or in any certificate
or other instrument delivered by MSC or on behalf of MSC thereunder or hereunder
shall be considered to have been relied upon by each holder of Purchaser Shares
and shall survive the delivery to such holder of the certificate or certificates
evidencing such Purchaser Shares regardless of any investigation made by or on
behalf of any such holder. All statements in any certificate or other instrument
delivered by or on behalf of MSC pursuant to the terms thereof or hereof shall
constitute warranties and representations by MSC, as the case may be, hereunder.
All payment obligations of MSC hereunder shall survive the termination hereof.



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         4.4 Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon all the holders, from time to time, of the Purchaser
Shares and their successors and assigns. The provisions hereof are intended to
be for the benefit of the holders of the Purchaser Shares and their successors
and assigns and shall be enforceable by any such holder, successor or assignee,
whether or not an express assignment of rights hereunder shall have been made by
any such holder or its successor or assign. Anything contained in this Section
4.4 notwithstanding, MSC may not assign any of its respective rights, duties or
obligations hereunder or under any of the other Financing Documents without the
prior written consent of all holders of the Purchaser Shares.

         4.5 Amendments and Waivers. The provisions of this Agreement may be
amended, modified or supplemented, and compliance with any provision hereof
waived, only by a writing duly executed by or on behalf of the Required Holders,
the Continuing Investor and MSC.

         4.6 Waiver of Jury Trial; Consent to Jurisdiction; Etc.

                  (a) Waiver of Jury Trial. THE PARTIES HERETO VOLUNTARILY AND
         INTENTIONALLY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY
         IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION
         WITH THIS AGREEMENT, THE PURCHASER SHARES, THE CERTIFICATES EVIDENCING
         THE PURCHASER SHARES OR ANY OF THE DOCUMENTS, AGREEMENTS OR
         TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                  (b) Consent to Jurisdiction. ANY SUIT, ACTION OR PROCEEDING
         ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PURCHASER SHARES, THE
         CERTIFICATES EVIDENCING THE PURCHASER SHARES OR ANY OF THE DOCUMENTS,
         AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR ANY
         ACTION OR PROCEEDING TO EXECUTE OR OTHERWISE ENFORCE ANY JUDGMENT IN
         RESPECT OF ANY BREACH HEREUNDER OR THEREUNDER MAY BE BROUGHT BY SUCH
         PARTY IN ANY FEDERAL DISTRICT COURT LOCATED IN THE STATE OF DELAWARE,
         OR ANY DELAWARE STATE COURT LOCATED IN WILMINGTON, DELAWARE AS SUCH
         PARTY MAY IN ITS SOLE DISCRETION ELECT, AND BY THE EXECUTION AND
         DELIVERY OF THIS AGREEMENT, THE PARTIES HERETO IRREVOCABLY AND
         UNCONDITIONALLY SUBMIT TO THE NON-EXCLUSIVE IN PERSONAM JURISDICTION OF
         EACH SUCH COURT, AND EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES AND
         AGREES NOT TO ASSERT IN ANY PROCEEDING BEFORE ANY TRIBUNAL, BY WAY OF
         MOTION, AS A DEFENSE OR OTHERWISE, ANY CLAIM THAT IT IS NOT SUBJECT TO
         THE IN PERSONAM JURISDICTION OF ANY SUCH COURT. IN ADDITION, EACH OF
         THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
         BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
         OF VENUE IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF



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         OR RELATING TO THIS AGREEMENT, THE PURCHASER SHARES, THE CERTIFICATES
         EVIDENCING THE PURCHASER SHARES OR ANY DOCUMENT, AGREEMENT OR
         TRANSACTION CONTEMPLATED HEREBY OR THEREBY BROUGHT IN ANY SUCH COURT,
         AND HEREBY IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
         PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
         INCONVENIENT FORUM.

                  (c) Service of Process. EACH PARTY HERETO IRREVOCABLY AGREES
         THAT PROCESS PERSONALLY SERVED OR SERVED BY U.S. REGISTERED MAIL AT THE
         ADDRESSES PROVIDED HEREIN FOR NOTICES SHALL CONSTITUTE, TO THE EXTENT
         PERMITTED BY LAW, ADEQUATE SERVICE OF PROCESS IN ANY SUIT, ACTION OR
         PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PURCHASER
         SHARES, THE CERTIFICATES EVIDENCING THE PURCHASER SHARES OR ANY
         DOCUMENT, AGREEMENT OR TRANSACTION CONTEMPLATED HEREBY OR THEREBY, OR
         ANY ACTION OR PROCEEDING TO EXECUTE OR OTHERWISE ENFORCE ANY JUDGMENT
         IN RESPECT OF ANY BREACH HEREUNDER OR UNDER ANY DOCUMENT OR AGREEMENT
         CONTEMPLATED HEREBY. RECEIPT OF PROCESS SO SERVED SHALL BE CONCLUSIVELY
         PRESUMED AS EVIDENCED BY A DELIVERY RECEIPT FURNISHED BY THE UNITED
         STATES POSTAL SERVICE OR ANY COMMERCIAL DELIVERY SERVICE.

                  (d) Other Forums. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO
         LIMIT THE ABILITY OF ANY HOLDER OF PURCHASER SHARES TO SERVE ANY WRITS,
         PROCESS OR SUMMONSES IN ANY MANNER PERMITTED BY APPLICABLE LAW OR TO
         OBTAIN JURISDICTION OVER MSC IN SUCH OTHER JURISDICTION, AND IN SUCH
         OTHER MANNER, AS MAY BE PERMITTED BY APPLICABLE LAW.

         4.7 Indemnification of Each Holder.

         From and at all times after the date of this Agreement, and in addition
to all other rights and remedies of each holder of Purchaser Shares against MSC,
MSC agrees to indemnify and hold harmless each holder of Purchaser Shares and
each director, trustee, officer, employee, agent, investment advisor and
affiliate of each such holder (each, an "Indemnified Party") against any and all
claims (whether valid or not), losses, damages, liabilities, costs and expenses
of any kind or nature whatsoever (including, without limitation, reasonable
attorneys' fees, costs and expenses), incurred by or asserted against any
Indemnified Party, from and after the date hereof, whether direct, indirect or
consequential, as a result of or arising from or in any way relating to any
suit, action or proceeding (including any inquiry or investigation) by any
Person, whether threatened or initiated, asserting a claim for any legal or
equitable remedy against any Person under any statute or regulation, including,
but not limited to, any federal or state securities laws, or under any common
law or equitable cause or otherwise, arising from or in connection with the
negotiation, preparation, execution, performance or enforcement of this
Agreement, the Warrants, the Purchaser Shares, the certificates evidencing the
Purchaser Shares or the other documents and



                                      -11-
<PAGE>   14

transactions contemplated herein or therein, or any of the transactions
contemplated hereunder or thereunder, whether or not such Indemnified Party is a
party to any such action, proceeding, suit or the target of any such inquiry or
investigation; provided, however, that no Indemnified Party shall have the right
to be indemnified hereunder for any liability resulting from the willful
misconduct or gross negligence of such Indemnified Party or breach by such
Indemnified Party of its own obligations under this Agreement. All of the
foregoing losses, damages, costs and expenses of any Indemnified Party shall be
payable as and when incurred upon demand by such Indemnified Party and shall be
additional obligations hereunder. The obligations of MSC and the rights of the
Indemnified Parties under this Section 4.7 shall survive the termination of this
Agreement.

         4.8 Entire Agreement.

         This Agreement, together with the certificates evidencing Purchaser
Shares, the Warrant Agreement, the Registration Rights Agreement and the other
documents contemplated herein and therein, constitutes the final written
expression of all of the terms hereof and is a complete and exclusive statement
of those terms.

         4.9 Execution in Counterpart. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

         4.10 Descriptive Headings. Descriptive headings of the several sections
of this Agreement are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.

         4.11 Severability. The fact that any given provision of this Agreement
is found to be unenforceable, void or voidable under the laws of any
jurisdiction shall not effect the validity of the remaining provisions of this
Agreement in such jurisdiction, and shall not effect the enforceability of the
entire Agreement under the laws of any other jurisdiction.

    [Remainder of page left blank intentionally; next page is signature page]



                                      -12-
<PAGE>   15

         IN WITNESS WHEREOF, the parties hereto have caused this Stockholders
Agreement to be duly executed and delivered, all as of the date and year first
above written.


                                       MARKETING SPECIALISTS CORPORATION


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

                                       MS ACQUISITION LIMITED, by its General
                                          Partner MS Acquisition Corp.


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

                                       Richmont Capital Partners I, L.P., by its
                                          General Partner
                                                         -----------------------


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


                                       First Union Investors, Inc.


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



                                      -13-
<PAGE>   16

                                     ANNEX 1
                          Name and Address of Purchaser

                   First Union Investors, Inc.
                   301 S. College Street
                   Charlotte, NC 28202
                   Attn: Tracey Chaffin



                                    Annex 1-1

<PAGE>   17

                                     ANNEX 2
                             Name and Address of MSC

                   MARKETING SPECIALISTS CORPORATION
                   17885 Dallas Parkway
                   Suite 200
                   Dallas, TX 75287



                                    Annex 1-1
<PAGE>   18

                                     ANNEX 3
                    Name and Address of the Sponsor Investor

MS Acquisition Limited

17855 Dallas Parkway
---------------------
Suite 200
---------------------
Dallas, Texas   75287
---------------------



                                   Annex 1-1