<PAGE>   1
                                                                    EXHIBIT 10.1

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                       MARKETING SPECIALISTS CORPORATION



             -----------------------------------------------------

                        COMMON STOCK PURCHASE AGREEMENT

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                          DATED AS OF JANUARY 7, 2000









                        1,577,287 SHARES OF COMMON STOCK




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<PAGE>   2


                               TABLE OF CONTENTS

<TABLE>

<S>      <C>                                                                                <C>
1.       PURCHASE AND SALE OF COMMON STOCK..................................................1
         1.01.    Authorization of Common Stock.............................................1
         1.02.    Purchase Price and Closing................................................1
         1.03.    Use of Proceeds...........................................................2

2.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY......................................2
         2.01.    Organization, Standing and Power..........................................2
         2.02.    Authority; Enforceability; No Conflict....................................2
         2.03.    Enforceability............................................................2
         2.04.    The Company Common Stock..................................................2
         2.05.    Capitalization............................................................2
         2.06.    No Violation..............................................................3
         2.07.    Reports and Financial Statements..........................................3
         2.08.    Litigation................................................................3
         2.09.    Registration Rights Agreement.............................................4

3.       REPRESENTATIONS AND WARRANTIES OF THE PURCHASER....................................4
         3.01.    Authorization.............................................................4
         3.02.    Purchase for Own Account..................................................4
         3.03.    Disclosure of Information.................................................4
         3.04.    Investment Experience.....................................................4
         3.05.    Accredited Investor Status................................................4
         3.06.    Restricted Securities.....................................................4
         3.07.    Governmental Consents.....................................................5
         3.08.    Further Limitations on Disposition........................................5
         3.09.    Legends...................................................................5

4.       DEFINITIONS........................................................................6

5.       INDEMNIFICATION....................................................................6
         5.01.    General Indemnity.........................................................6
         5.02.    Indemnification Procedure.................................................7
         5.03.    Indemnification Limitations...............................................8

6.       MISCELLANEOUS......................................................................8
         6.01.    No Waiver; Cumulative Remedies............................................8
         6.02.    Amendments, Waivers and Consents..........................................8
         6.03.    Notices...................................................................8
         6.04.    Binding Effect; Assignment................................................9
         6.05.    Survival of Representations and Warranties................................9
         6.06.    Severability..............................................................9
         6.07.    Governing Law............................................................10
         6.08.    Headings.................................................................10

</TABLE>


                                       i



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<TABLE>

         <S>      <C>                                                                      <C>
         6.09.    Counterparts.............................................................10
         6.10.    Closing Condition Waivers................................................10

</TABLE>




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                        COMMON STOCK PURCHASE AGREEMENT

         THIS COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is dated this
7th day of January, 2000, by and between Marketing Specialists Corporation, a
Delaware corporation (the "Company"), and MS Acquisition Limited, a Texas
limited partnership (the "Purchaser").

                             PRELIMINARY STATEMENTS

         A.       The Purchaser is a stockholder of the Company and desires to
purchase additional shares of the Company's common stock, $0.01 par value per
share (the "Common Stock"), directly from the Company, subject to the terms and
conditions set forth herein.

         B.       The Company desires to sell shares of Common Stock to the
Purchaser, subject to the terms and conditions set forth herein.

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

                             STATEMENT OF AGREEMENT

1. PURCHASE AND SALE OF COMMON STOCK

         1.01. Authorization of Common Stock. The Company has authorized the
issuance and sale of 1,577,287 shares (the "Shares") of its authorized but
unissued shares of Common Stock, having the rights set forth in the Certificate
of Incorporation of the Company.

         1.02. Purchase Price and Closing. The Company agrees to issue and sell
to the Purchaser, and in consideration of, and in express reliance upon, the
representations, warranties, terms and conditions contained in, this Agreement,
the Purchaser agrees to purchase the Shares at a purchase price of $3.17 per
share, for an aggregate purchase price of $5,000,000. Subject to the terms and
conditions contained herein, the closing of the purchase and sale of the Shares
to be acquired by the Purchaser from the Company under this Agreement (the
"Closing") shall take place at 9:00 a.m. (Dallas, Texas time) on January 7,
2000, or at such other time and date as the Purchaser and the Company may agree
(the "Closing Date"), at the offices of Akin, Gump, Strauss, Hauer & Feld,
L.L.P., 1700 Pacific Avenue, Suite 4100, Dallas, Texas 75201, or such other
location as the parties mutually agree. At the Closing, the Company will
deliver to the Purchaser a certificate of the Secretary or an Assistant
Secretary of the Company, dated the Closing Date, (a) attesting to corporate
action taken by the Company, including resolutions of the Board of Directors
authorizing (i) the execution, delivery and performance by the Company of this
Agreement and the Registration Rights Agreement and (ii) the issuance of the
Shares, and (b) verifying that the Certificate of Incorporation of the Company
and the Bylaws of the Company currently on file with the Commission are true,
correct and complete as of the Closing Date. As soon as practicable after the
closing, but in any event not later than seven business days, the Company will
deliver to the Purchaser certificates evidencing the Shares to be





<PAGE>   5




purchased by the Purchaser hereunder. At the Closing, Purchaser shall deliver
$5,000,000 to the Company by wire transfer of immediately available funds.

         1.03. Use of Proceeds. The Company shall use the cash proceeds from
the sale of the Shares for general corporate purposes including, without
limitation, working capital and the financing of acquisitions.

2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company hereby represents and warrants to the Purchaser as
follows:

         2.01. Organization, Standing and Power. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware, and has the requisite power and authority to own or lease
its properties and to carry on its business as presently conducted. There is no
pending or, to the Company's knowledge, threatened proceeding for the
dissolution, liquidation, insolvency or rehabilitation of the Company. The
Company's operating subsidiaries are entities duly organized, validly existing
and in good standing under the laws of each such subsidiary's state of
organization, and each has the requisite power and authority to own or lease
its properties and to carry on its business as presently conducted. There is no
pending or, to the Company's knowledge, threatened proceeding for the
dissolution, liquidation, insolvency or rehabilitation of any of the Company's
operating subsidiaries.

         2.02. Authority. The Company has all requisite corporate power and
authority to enter into this Agreement and the Registration Rights Agreement,
to issue and sell the Shares and to carry out its obligations hereunder and
under the Registration Rights Agreement.

         2.03. Enforceability. This Agreement and the Registration Rights
Agreement have been duly executed and delivered by the Company and each
constitutes its legal, valid and binding obligation enforceable against it in
accordance with its terms, except as the same may be limited by the terms of
this Agreement or by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors' rights
generally and general equitable principles regardless of whether such
enforceability is considered in a proceeding at law or in equity.

         2.04. Valid Issuance. Upon consummation of the transactions
contemplated hereby and the issuance and delivery of certificates representing
the Shares to the Purchaser, the Shares will be validly issued, fully paid,
non-assessable and free of preemptive rights or similar rights of stockholders
of the Company and free and clear of any liens or other encumbrance.

         2.05. Capitalization. As of the date hereof, the authorized capital
stock of the Company consists of 50,000,000 shares of Common Stock, 4,000,000
shares of Restricted Common Stock and 1,000,000 shares of preferred stock. As
of November 6, 1999, (i) 13,838,144 shares of Common Stock and 335,700 shares
of Restricted Common Stock were validly issued and outstanding, fully paid and
non-assessable, and (ii) no shares of preferred stock were issued or
outstanding.






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<PAGE>   6





         2.06. No Violation. The execution and delivery of this Agreement and
the Registration Rights Agreement by the Company, the performance by the
Company of its obligations hereunder and the consummation by the Company of the
transactions contemplated by this Agreement and the Registration Rights
Agreement will not (a) contravene any provision of the Certificate of
Incorporation or By-Laws of the Company, (b) violate or conflict with any
material law, statute, ordinance, rule, regulation, decree, writ, injunction,
judgment, ruling or order of any governmental authority or of any arbitration
award which is either applicable to, binding upon, or enforceable against the
Company, (c) conflict with, result in any breach of, or constitute a default
under, or give rise to a right to terminate, amend, modify, abandon or
accelerate, any material agreement which is applicable to, binding upon or
enforceable against the Company, (d) result in or require the creation or
imposition of any lien or other encumbrance upon or with respect to any of the
material property or assets of the Company, (e) give to any individual or
entity a right or claim against the Company, which would have a Material
Adverse Effect on the Company; or (f) require the consent, approval,
authorization or permit of, or filing with or notification to, any governmental
authority, any court or tribunal or any other person, except (i) consent under
the Amended and Restated Credit Facility dated August 18, 1999, as amended,
among the Company, the lenders set forth on Schedule 1 thereto and First Union
National Bank as agent for the lenders, which consent has been obtained, (ii)
pursuant to the Exchange Act and the Securities Act and applicable inclusion
requirements of any stock exchange on which the Common Stock is listed, (iii)
filings required under the securities or blue sky laws of the various states or
(iv) filings required under the HSR Act, if any (collectively, "Required
Consents").

         2.07. Reports and Financial Statements. From January 1, 1997 to the
date hereof, except where failure to have done so did not and would not have a
Material Adverse Effect on the Company, the Company (including any predecessor
entities) has filed all reports, registrations and statements, together with
any required amendments thereto, that it was required to file with the
Commission, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K
and proxy statements (collectively, the "Company Reports"), copies of all of
which have been delivered to the Purchaser. As of their respective dates (but
taking into account any amendments filed prior to the date of this Agreement),
the Company Reports complied in all material respects with all the rules and
regulations promulgated by the Commission and did not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

         2.08. Litigation. There is no action, suit or other legal or
administrative proceeding or governmental investigation pending, or, to the
knowledge of the Company, threatened, anticipated or contemplated against, by
or affecting the Company which questions the validity or enforceability of this
Agreement or the Registration Rights Agreement or the transactions contemplated
hereby or thereby.

         2.09. Registration Rights Agreement. The Company acknowledges and
agrees that the Shares will be eligible for registration pursuant to the terms
of the Registration Rights Agreement by and among the Purchaser, the Company
and certain other parties thereto.




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3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

         The Purchaser hereby represents and warrants to the Company as
follows:

         3.01. Authorization. This Agreement constitutes the Purchaser's valid
and legally binding obligation, enforceable in accordance with its terms except
as may be limited by (a) applicable bankruptcy, insolvency, reorganization or
other laws of general application relating to or affecting the enforcement of
creditors' rights generally, and (b) the effect of rules of law governing the
availability of equitable remedies. The Purchaser represents that the Purchaser
has full power and authority to enter into this Agreement.

         3.02. Purchase for Own Account. The Shares to be purchased by the
Purchaser hereunder shall be acquired for investment for the Purchaser's own
account, not as a nominee or agent, and not with a view to the public resale or
distribution thereof, and the Purchaser has no present intention of selling,
granting any participation in, or otherwise distributing the same. The
Purchaser represents that the Purchaser has not been formed for the specific
purpose of acquiring the Shares.

         3.03. Disclosure of Information. The Purchaser has received or has had
full access to all the information it considers necessary or appropriate to
make an informed investment decision with respect to the Shares to be purchased
under this Agreement. The Purchaser further has had an opportunity to ask
questions and receive answers from the Company regarding the terms and
conditions of the offering of the Shares and to obtain additional information
(to the extent the Company possessed such information or could acquire it
without unreasonable effort or expense) necessary to verify any information
furnished to the Purchaser or to which the Purchaser had access.

         3.04. Investment Experience. The Purchaser understands that the
purchase of the Shares involves substantial risk. The Purchaser acknowledges
that the Purchaser is able to fend for itself, can bear the economic risk of
the Purchaser's investment in the Shares and has such knowledge and experience
in financial or business matters that the Purchaser is capable of evaluating
the merits and risks of this investment in the Shares and protecting its own
interests in connection with this investment.

         3.05. Accredited Investor Status. The Purchaser is an "accredited
investor" within the meaning of Regulation D promulgated under the Securities
Act.

         3.06. Restricted Securities. The Purchaser understands that the Shares
are characterized as "restricted securities" under the Securities Act inasmuch
as they are being acquired from the Company in a transaction not involving a
public offering and that under the Securities Act and applicable regulations
thereunder such securities may be resold without registration under the
Securities Act only in certain limited circumstances. Further, the Purchaser
represents that the Purchaser is familiar with Rule 144 of the Commission, as
presently in effect, and understands the resale limitations imposed thereby and
by the Securities Act. The Purchaser understands that the Company is under no
obligation to register any of the securities sold hereunder except as provided
in the Registration Rights Agreement.




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         3.07. Governmental Consents. No filings are required to be made, or
consents to be obtained, from any governmental authority to consummate the
transactions contemplated hereby, including the filing of any notification
required under the HSR Act.

         3.08. Further Limitations on Disposition. Without in any way limiting
the representations set forth above, the Purchaser further agrees not to make
any disposition of all or any portion of the Shares unless and until:

               (a) there is then in effect a registration statement under the
         Securities Act covering such proposed disposition and such disposition
         is made in accordance with such registration statement; or

               (b) the Purchaser shall have furnished the Company at the
         expense of the Purchaser or its transferee, with an opinion of
         counsel, reasonably satisfactory to the Company, that such disposition
         will not require registration of such securities under the Securities
         Act or is in compliance with Rule 144 of the Securities Act.

Notwithstanding the provisions of subparagraphs (a) and (b) above, no such
registration statement or opinion of counsel shall be required for any transfer
of Shares to (A) a partner of the Purchaser, (B) a retired partner of the
Purchaser who retires after the date hereof, or (C) the estate of any such
partner; provided that in each of the foregoing cases the transferee agrees in
writing to be subject to the terms of this Section 3 to the same extent as if
the transferee were an original purchaser hereunder.

         3.09. Legends. It is understood that the certificates evidencing the
Shares will bear the legends set forth below:

         (a) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND MAY
         NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED, OR
         OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT, OR
         THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE,
         SATISFACTORY TO IT AND ITS COUNSEL, THAT AN EXEMPTION FROM SUCH
         REGISTRATION IS AVAILABLE.

         (b) Any legend imposed or required by the applicable state securities
laws, the Registration Rights Agreement or any other ancillary agreement.

4. DEFINITIONS

         As used in this Agreement, the following terms shall have the
following meanings:

         "Agreement" means this Common Stock Purchase Agreement, including all
amendments, modifications and supplements thereto.

         "Closing" shall have the meaning assigned to such term in Section
1.02.

         "Closing Date" shall have the meaning assigned to such term in Section
1.02.




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<PAGE>   9









         "Commission" means the Securities and Exchange Commission.

         "Common Stock" shall have the meaning assigned to such term in
Preliminary Statement A.

         "Company" shall have the meaning assigned to such term in the
introductory paragraph hereof.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

         "indemnified party" shall have the meaning assigned to such term in
Section 5.02.

         "Material Adverse Effect" means any material adverse effect on (a) the
business, assets, operations or financial condition of the Company and its
subsidiaries, taken as a whole, (b) the ability of the Company to perform its
obligations under this Agreement or the Registration Rights Agreement or (c)
the binding nature, validity or enforceability of this Agreement or the
Registration Rights Agreement.

          "Purchaser" shall have the meaning assigned to such term in the
introductory paragraph hereof.

         "Registration Rights Agreement" means the Registration Rights
Agreement for the RMSI Stockholders, dated as of August 18, 1999, by and among
the Company, the Purchaser and the other parties thereto.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Shares" shall have the meaning assigned to such term in Section 1.01.

5. INDEMNIFICATION

         5.01. General Indemnity. The Company agrees to indemnify and save
harmless the Purchaser and its directors, officers, affiliates, successors and
assigns from and against any and all losses, liabilities, deficiencies, costs,
damages and expenses (including, without limitation, reasonable attorneys'
fees, charges and disbursements) incurred by the Purchaser as a result of any
inaccuracy in or breach of the representations, warranties or covenants made by
the Company in this Agreement and in the Registration Rights Agreement. The
Purchaser agrees to indemnify and save harmless the Company and its directors,
officers, affiliates, successors and assigns from and against any and all
losses, liabilities, deficiencies, costs, damages and expenses (including,
without limitation, reasonable attorneys' fees, charges and disbursements)
incurred by the Company as a result of any inaccuracy in or breach of the
representations, warranties or covenants made by the Purchaser herein.

         5.02. Indemnification Procedure. Any party entitled to indemnification
under this Section 5 (an "indemnified party") will give written notice to the
indemnifying party of any




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claim with respect to which it seeks indemnification promptly after the
discovery by such party of any matters giving rise to a claim for
indemnification; provided that the failure of any party entitled to
indemnification hereunder to give notice as provided herein shall not relieve
the indemnifying party of its obligations under this Section 5 except to the
extent that the indemnifying party is actually prejudiced by such failure to
give notice. In case any action, proceeding or claim is brought against an
indemnified party in respect of which indemnification is sought hereunder, the
indemnifying party shall be entitled to participate in and, unless in the
reasonable judgment of the indemnified party a conflict of interest between it
and the indemnifying party may exist in respect of such action, proceeding or
claim, to assume the defense thereof, with counsel reasonably satisfactory to
the indemnified party. In the event that the indemnifying party advises an
indemnified party that it will contest such a claim for indemnification
hereunder, or fails, within thirty (30) days of receipt of any indemnification
notice to notify, in writing, such person of its election to defend, settle or
compromise, at its sole cost and expense, any action, proceeding or claim (or
discontinues its defense at any time after it commences such defense), then the
indemnified party may, at its option, defend, settle or otherwise compromise or
pay such action, proceeding or claim. In any event, unless and until the
indemnifying party elects in writing to assume and does so assume the defense
of any such claim, proceeding or action, the indemnified party's costs and
expenses arising out of the defense, settlement or compromise of any such
action, proceeding, claim or proceeding shall be losses subject to
indemnification hereunder. The indemnified party shall cooperate fully with the
indemnifying party in connection with any negotiation or defense of any such
action, proceeding or claim by the indemnifying party and shall furnish to the
indemnifying party all information reasonably available to the indemnified
party which relates to such action, proceeding or claim. The indemnifying party
shall keep the indemnified party fully informed at all times as to the status
of the defense or any settlement negotiations with respect thereto. If the
indemnifying party elects to defend any such action, proceeding or claim, then
the indemnified party shall be entitled to participate in such defense with
counsel of its choice at its sole cost and expense. The indemnifying party
shall not be liable for any settlement of any action, claim or proceeding
effected without its written consent, provided, however, that the indemnifying
party shall not unreasonably withhold, delay or condition its consent. Anything
in this Section 5 to the contrary notwithstanding, the indemnifying party shall
not, without the indemnified party's prior written consent, settle or
compromise any claim or consent to entry of any judgment in respect thereof
which imposes any future obligation on the indemnified party or which does not
include, as an unconditional term thereof, the giving by the claimant or the
plaintiff to the indemnified party, a release from all liability in respect of
such claim, proceeding or action. The indemnification required by this Section
5 shall be made by periodic payments of the amount thereof during the course of
the investigation or defense, as and when bills are received or expense, loss,
damage or liability is incurred. The indemnity agreements contained herein
shall be in addition to (a) any cause of action or similar right of the
indemnified party against the indemnifying party or others, and (b) any
liabilities the indemnifying party may be subject to pursuant to the law.

         5.03. Indemnification Limitations. Notwithstanding the foregoing, the
indemnified party shall be entitled to make claims under Section 5.01 hereof
only to the extent that the aggregate amount of losses arising from such claims
does not exceed $5,000,000. Nothing contained in this Section 5.03 shall be
construed to limit the indemnification obligations of the Company afforded to
any holder of Shares under the Registration Rights Agreement or afforded





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<PAGE>   11




to any director or officer of the Company under its organizational documents,
state law or otherwise.

6. MISCELLANEOUS

         6.01. No Waiver; Cumulative Remedies. No failure or delay on the part
of any party to this Agreement or the Registration Rights Agreement in
exercising any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy thereunder. The remedies therein provided are
cumulative and not exclusive of any remedies provided by law.

         6.02. Amendments, Waivers and Consents. Any provisions in this
Agreement to the contrary notwithstanding, and except as hereinafter provided,
changes in, termination or amendments of or additions to this Agreement or the
Registration Rights Agreement may be made, and compliance with any provision
set forth herein may be omitted or waived, if the Company shall obtain consent
thereto in writing from the Purchaser. Any waiver or consent may be given
subject to satisfaction of conditions stated therein and any waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

         6.03. Notices. All notices, requests and other communications
hereunder must be in writing and will be deemed to have been duly given only if
delivered personally against written receipt or by facsimile transmission or
mailed by prepaid first class mail, return receipt requested, or mailed by
overnight courier prepaid to the parties at the following addresses or
facsimile numbers.

         To the Company:             Marketing Specialists Corporation
                                     17855 N. Dallas Parkway, Suite 200
                                     Dallas, Texas 75287
                                     Attention:  Nancy K. Jagielski
                                     Facsimile Number:  972-349-6448

         With a copy to:             Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                                     1700 Pacific Avenue, Suite 4100
                                     Dallas, Texas 75201
                                     Attention:  Alan M. Utay
                                     Facsimile Number:  214-969-4343

         To the Purchaser:           MS Acquisition Limited
                                     17855 North Dallas Parkway
                                     Suite 200
                                     Dallas, Texas 75287
                                     Attention:  Nick Bouras
                                     Fax:  (972) 860-7584






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<PAGE>   12





         With a copy to:             Skadden, Arps, Slate, Meagher & Flom LLP
                                     4 Times Square
                                     New York, New York 10036
                                     Attention: Eileen T. Nugent
                                     Fax: (212) 735-2000


All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Section 6.03 be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number
as provided in this Section 6.03 be deemed given upon successful transmission,
(iii) if delivered by mail in the manner described above to the address as
provided in this Section 6.03 be deemed given upon the earlier of the third
business day following mailing or upon receipt and (iv) if delivered by
overnight courier to the address as provided in this Section 6.03 be deemed
given on the earlier of the first business day following the date sent by such
overnight courier or upon receipt. Any party from time to time may change its
address, facsimile number or other information for the purpose of notices to
that party by giving notice specifying such change to the other parties hereto.

         6.04. Binding Effect; Assignment. Each of this Agreement and the
Registration Rights Agreement shall be binding upon and inure to the benefit of
each of the Company and the Purchaser and their respective heirs, successors
and assigns, except that the Company shall not have the right to delegate its
obligations hereunder.

         6.05. Survival of Representations and Warranties. All representations
and warranties made in this Agreement, the Registration Rights Agreement, or
any other instrument or document delivered in connection herewith or therewith,
shall survive the execution and delivery hereof or thereof for a period of 12
months after the date hereof.

         6.06. Severability. The provisions of this Agreement, the Registration
Rights Agreement and the terms of the Shares are severable and, in the event
that any court of competent jurisdiction shall determine that any one or more
of the provisions or part of a provision contained in this Agreement, the
Registration Rights Agreement or the terms of the Shares shall, for any reason,
be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
or part of a provision of this Agreement or the Registration Rights Agreement
or the terms of the Shares, but this Agreement and the Registration Rights
Agreement and the terms of the Shares shall be reformed and construed as if
such invalid or illegal or unenforceable provision, or part of a provision, had
never been contained herein, and such provisions or part reformed so that it
would be valid, legal and enforceable to the maximum extent possible.

         6.07. Governing Law. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF DELAWARE WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF
THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.






                                       9
<PAGE>   13




         6.08. Headings. The headings used in this Agreement have been inserted
for convenience of reference only and do not define or limit the provisions
hereof.

         6.09. Counterparts. This Agreement may be executed in any number of
counterparts, each or which will be deemed an original, but all of which
together will constitute one and the same instrument.

         6.10. Closing Condition Waivers. At any time prior to the Closing
Date, any party hereto may (a) extend the time for the performance of any of
the obligations or other acts of any other party hereto, (b) waive any
inaccuracies in the representations and warranties contained herein or in any
document delivered pursuant hereto, and (c) waive compliance with any of the
agreements or conditions contained herein. Any agreement on the part of a party
hereto to any such extension or waiver shall be valid only if set forth in an
instrument in writing signed by the party granting such waiver but such waiver
or failure to insist upon strict compliance with such obligation, covenant,
agreement or condition shall not operate as a waiver of, or estoppel with
respect to, any subsequent or future failure.



                            [SIGNATURE PAGE FOLLOWS]






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

                          MARKETING SPECIALISTS CORPORATION



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



                          MS ACQUISITION LIMITED



                          By:    MS Acquisition Corp., its General Partner

                          By:
                               ------------------------------------
                               Name:
                                       ----------------------------
                               Title:
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              [SIGNATURE PAGE TO COMMON STOCK PURCHASE AGREEMENT]