Exhibit 10.16

                      WHITEHALL BUSINESS CREDIT CORPORATION
                                One State Street
                            New York, New York 10004


                                                      as of January  __, 2004

SPAR Group, Inc.
580 White Plains Road
Tarrytown, New York 10591


Gentlemen:

         Reference is hereby made to that certain Third Amended and Restated
Revolving Credit and Security Agreement (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement")
dated as of January 24, 2003 among SPAR Marketing Force, Inc., SPAR, Inc.,
SPAR/Burgoyne Retail Services, Inc., SPAR Group, Inc., SPAR Incentive Marketing,
Inc., SPAR Trademarks, Inc., SPAR Marketing, Inc. (DE), SPAR Marketing, Inc.
(NV), SPAR Acquisition, Inc., SPAR Group International, Inc., SPAR Technology
Group, Inc., SPAR/PIA Retail Services, Inc., Retail Resources, Inc., Pivotal
Field Services, Inc., PIA Merchandising Co., Inc., Pacific Indoor Display Co.,
Pivotal Sales Company, SPAR All Store Marketing Services, Inc., (collectively,
the "Borrower") and Whitehall Business Credit Corporation ("Lender"). All
capitalized terms not otherwise defined herein shall have the meanings given to
them in the Credit Agreement.

         At the present time, certain Events of Default have occurred and are
continuing under the Credit Agreement, specifically the Events of Default under
Section 19(iii) of the Credit Agreement resulting from the failure of Borrower
to perform, keep or observe the covenant contained in (a) Section 12(p) of the
Credit Agreement by not maintaining the required Fixed Charge Coverage Ratio for
the four fiscal quarters ended December 31, 2003 and (b) Section 12(r) of the
Credit Agreement as a result of Borrower's violation of the EBITDA covenant for
the four fiscal quarters ended December 31, 2003 (the "Designated Defaults"). In
addition, Borrower has informed Lender that it intends to cause SPAR Bert Fife,
Inc. ("SBFI") to purchase all or substantially all of the assets and assume
certain liabilities (the "Acquisition") of Bert Fife & Associates, Inc. ("Fife")
pursuant to the Asset Purchase and Sale Agreement, dated as of January 12, 2004
(the "Acquisition Agreement").

         As a result of the existence of the Designated Defaults the Acquisition
is excluded from Permitted Acquisitions unless Lender waives requirement that no
Default or Event of Default has occurred ("Default Requirement"). In addition,
Lender and Borrower have agreed to amend the Credit Agreement as hereafter set
forth subject to the satisfaction of the conditions precedent herein.

         In order to permit the Acquisition to be treated as a Permitted
Acquisition, despite the existence of certain Events of Default, Lender hereby
waives the Default Requirement solely with respect to the Acquisition; provided,
however, the Acquisition shall be completed on substantially the terms as set
forth in the Acquisition Agreement and; provided, further, Lender shall have
received, no later than April 5, 2004, four (4) copies of a Joinder Agreement
executed by Lender, Borrower and SBFI, in form and substance satisfactory to
Lender.



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         Subject to the terms and conditions set forth below the Credit
Agreement is hereby amended to provide as follows:

1.       The definition of Supplemental Amount contained in Section 1 is hereby
         amended in its entirety to provide as follows:

         "Supplemental Amount" shall mean, for each period of time, the amount
         set forth below opposite such time period:

               Time Period                                  Supplemental Amount
               -----------                                  -------------------

               Closing Date through 3/31/2003                        $1,500,000
               04/01/2003 through 06/30/2003                         $1,300,000
               07/01/2003 to but not including the
               Letter Amendment No. 1 Effective Date                 $1,100,000
               Letter Amendment No.1 Effective Date
               and thereafter                                                $0

2.       Section 1 of the Credit Agreement is hereby amended by adding the
         following defined terms in their appropriate alphabetical order:

         "Fife Acquisition" shall mean the acquisition of all or substantially
         all of the assets and the assumption of certain liabilities by SPAR
         Bert Fife, Inc. of Bert Fife & Associates, Inc. pursuant to the
         Acquisition Agreement.

         "Fife Acquisition Agreement" shall mean that certain Asset Purchase and
         Sale Agreement, dated as of January 12, 2004 among Bert McCoy Fife,
         Bert Fife & Associates, Inc., The Field Force, Inc., The Marketing
         Development Group, Inc. and SBFI.

         "Letter Amendment No. 1" shall mean Letter Amendment No. 1 to this
         Agreement by and among Borrowers and Lender.

         "Letter Amendment No. 1 Effective Date" shall mean January ___, 2004.

         "SBFI" shall mean SPAR Bert Fife, Inc., a Nevada corporation.

         "SBFI Reserve" shall mean the amount of not less than $800,000, as of
         the closing date of the Fife Acquisition, subject to reduction by the
         amount of additional availability created as a result of the Fife
         Acquisition, as determined by a field exam by Lender which shall
         calculate availability as of the closing date of the Fife Acquisition;
         provided, however, such reserve shall not be reduced by the amount of
         such additional availability until the following conditions have been
         satisfied: (i) receipt by Lender of the executed Fife Acquisition
         Agreement and related documents, (ii) satisfactory field exam conducted
         by Lender as of the closing date of the Fife Acquisition and (iii)
         receipt by Lender of adequate documentation required for Lender to
         obtain a first priority perfected security interest in the assets of
         SBFI; provided, further, the amount of the SBFI Reserve shall be
         reduced to $0 at such time as Borrowers maintain a Fixed Charge
         Coverage Ratio of at least 1.2 to 1.0 for each of two consecutive
         fiscal quarters.



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3.       Section 2(a)(y)(v) of the Credit Agreement is hereby amended by adding
         after the word "Reserve" the following: ", SBFI Reserve".

4.       Section 12(n)(ii) of the Credit Agreement is hereby amended by deleting
         the amount of "$500,000" contained in the ninth line therein and
         inserting in lieu thereof the sum of "$100,000".

         This letter agreement shall become effective upon the receipt by Lender
of (i) four (4) copies of this letter  agreement  executed by the parties hereto
within three (3) Business  Days of receipt  thereof by Borrower,  (ii)  executed
copies of the Acquisition  Agreement and all documents related thereto and (iii)
such other  certificates,  instruments,  documents,  agreements  and opinions of
counsel as may be required by Lender or its  counsel,  each of which shall be in
form and substance satisfactory to Lender and its counsel.

         In addition,  although  Lender is not taking any immediate  action with
respect to the above  Designated  Defaults,  Lender  hereby  reserves all of its
rights and remedies under the Credit  Agreement and applicable  law,  including,
without  limitation,  its right to charge interest at the Default Rate. Lender's
election  not to exercise any such right or remedy at the present time shall not
(a) limit in any manner  whatsoever  Borrower's  obligation to comply with,  and
Lender's right to insist on Borrower's  compliance  with, each and every term of
the Credit  Agreement or (b)  constitute a waiver of any Event of Default or any
right or remedy  available  to Lender under the Credit  Agreement or  applicable
law, and Lender hereby expressly reserves its rights with respect to the same.

         Except  as set  forth  herein,  the  Credit  Agreement,  and all  other
documents,  instruments and agreements  executed and/or  delivered in connection
therewith,  shall remain in full force and effect,  and are hereby  ratified and
confirmed. The execution, delivery and effectiveness of this waiver letter shall
not,  except as set forth  herein,  operate as a waiver of any  right,  power or
remedy of  Lender,  nor  constitute  a waiver  of any  provision  of the  Credit
Agreement,  or any other  documents,  instruments or agreements  executed and/or
delivered under or in connection therewith.





<PAGE>


                                      Very truly yours,

                                      WHITEHALL BUSINESS CREDIT CORPORATION



                                      By: /s/ Joseph Zautra
                                      ---------------------
                                      Name:    Joseph Zautra
                                      Title:   Vice President


ACCEPTED AND AGREED:

SPAR MARKETING FORCE, INC.,
as Borrowing Agent




By:  /s/  Charles Cimitile
     ---------------------
Name:  Charles Cimitile
Title: Chief Financial Officer

SPAR GROUP, INC.
PIA MERCHANDISING CO., INC.
PACIFIC INDOOR DISPLAY CO.
PIVOTAL SALES COMPANY
SPAR MARKETING FORCE, INC.
SPAR, INC.
SPAR/BURGOYNE RETAIL SERVICES, INC.
SPAR INCENTIVE MARKETING, INC.
SPAR TRADEMARKS, INC.
SPAR MARKETING, INC. (DE)
SPAR MARKETING, INC. (NV)
SPAR ACQUISITION, INC.
SPAR TECHNOLOGY GROUP, INC.
SPAR/PIA RETAIL SERVICES, INC.
RETAIL RESOURCES, INC.
PIVOTAL FIELD SERVICES, INC.
SPAR ALL STORE MARKETING SERVICES, INC.


By: /s/ Charles Cimitile
    --------------------
Name:   Charles Cimitile
Title:  Chief Financial Officer
        of each of the foregoing Borrowers