JOINT VENTURE AGREEMENT

This  Agreement  made  as of  this 1 day of  May,  2001  by and  between  Paltac
Corporation,  a company organized and existing under the law of Japan and having
its principal place of business at 1-5-9,  Minamikyuhoji-machi,  Chuo-ku, Osaka,
Japan  (hereinafter  called "PALTAC") and Spar Group,  Inc., a company organized
and existing under the law of State of Delaware,  having its principal  place of
business  at 580 White  Plains  Road,  Tarrytown,  NY, USA  (hereinafter  called
"SPAR"),

                                WITNESSETH THAT:

WHEREAS,  PALTAC is engaged in the retail solution businesses in Japan, having a
wide range of clients and also having various knowledge and human resources with
respect to the retailing businesses in Japan;

WHEREAS,  SPAR is engaged in the retail  solution  businesses in the USA, having
computer  software useful for agency,  assistance,  instruction and reporting of
storefront  activities and also having operational know-how with respect to such
software; and

WHEREAS,  PALTAC and SPAR are desirous of  organizing a  corporation  to jointly
conduct retail solution businesses in Japan (hereinafter called "Territory").

NOW,  THEREFORE,  in  consideration of the mutual covenants and agreement herein
contained, the parties agree as follows:

                                   CHAPTER I
                         ORGANIZATION OF THE NEW COMPANY

Article 1.        Establishment

Promptly  after the effective date of this  Agreement,  the parties hereto shall
cause a new company to be organized  under the laws of Japan as a stock  company
(hereinafter called "New Company").

Upon formation, New Company shall become a party to this Agreement.

Upon formation, New Company shall become a party to this Agreement.

Article 2.        Business Purposes

The business purposes of New Company shall consist of the followings:

(1)  Agency, assistance, instruction and report of storefront sales activities;

(2)  Implementation of market research and analysis of results thereof;

(3)  Manufacturing and sale of setups used for sales promotion;

(4)  Consulting regarding store management;


<PAGE>

(5)  Development and sale of management system regarding retailing;

(6)  Designing and sale of database; and

(7)  Any and all businesses incidental or relating to any of the foregoing.

Article 3.        Trade Name

New Company shall be named in Japanese as Kabushiki  Kaisha SPAR FM JAPAN and in
English as SPAR FM JAPAN, INC.

Article 4.        Location

New Company shall have its main office at 1-5-9,  Minamikyuhoji-machi,  Chuo-ku,
Osaka, Japan.

Article 5.        Articles of Incorporation

The  Articles  of  Incorporation  of New Company  shall be in the form  attached
hereto as Exhibit A.

Article 6.        Capital

The total number of shares which New Company  shall be authorized to issue shall
be 1600 and the par  value of each  share  shall  be  (Y)50,000.  At the time of
establishment of New Company, 400 shares shall be issued and fully subscribed by
the parties hereto as follows:

                  PALTAC:        200 shares, (Y)10,000,000
                  SPAR:          200 shares, (Y)10,000,000

All the shares to be issued by New Company shall be nominal and ordinary shares.

Article 7.        Payment

Each of the  parties  hereto  shall pay in  Japanese  Yen and in cash the amount
equivalent to its subscribed  shares at par value upon issuance of the shares of
New Company.

                                   CHAPTER II
                   PREPARATION OF ESTABLISHMENT OF NEW COMPANY

Article 8.        Preparation of Establishment of New Company

Each party shall take its role as  described  below for the  preparation  of the
commencement of New Company's  businesses.  Any expenses and costs necessary for
such preparation shall be borne by each party.

A.   SPAR shall  enter  into with New  Company a license  agreement  in the form
     attached hereto as Exhibit B (the "License Agreement").  For reference, the
     License Agreement includes the obligations of SPAR to:



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<PAGE>

(1)  localize and set up software provided by SPAR to work in Japan;

(2)  consult on the organization of merchandising services; and

(3)  train the New  Company's  personnel  in how to  operate  the  merchandising
     software.

Also, SPAR shall give advice on budgeting and development of each business plan.

B.   PALTAC shall:

(1)  arrange contracts with clients;

(2)  provide  office  and  facility  space to New  Company  under the terms of a
     supply agreement described in Article 26 herein;

(3)  set up fast Internet connections for accessing reports and systems;

(4)  prepare and send out instructions to merchandisers;

(5)  hire merchandisers under terms agreed upon in advance by SPAR and PALTAC;

(6)  gain retailers' permission to do in-store merchandising; and

(7)  preparation of annual budget and business plan to be submitted to the Board
     of Directors.

                                  CHAPTER III
                         GENERAL MEETING OF SHAREHOLDERS

Article 9.        Ordinary and Extraordinary General Meeting


The Ordinary General Meeting of Shareholders  shall be convened by resolution of
the Board of Directors and held in Osaka city,  Japan or any other vicinal place
within 3 months from the last day of each accounting period of New Company.



An Extraordinary General Meeting shall be convened by resolution of the Board of
Directors wherever deemed necessary.


Article 10.       Quorum

A quorum  of the  General  Meeting  of  Shareholders  shall be the  shareholders
present  either  in  person  or by proxy  representing  at least 51 % of all the
issued and outstanding shares of New Company.

Article 11.       Resolution

Except as expressly  otherwise  provided in the Articles of Incorporation of New
Company,  this Agreement or the Commercial Code of Japan (Law No. 48 of March 9,
1899, as amended, the



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<PAGE>

"Commercial Code"), all resolutions of the General Meeting of Shareholders shall
be adopted by the affirmative vote of shareholders  holding at least 51 % of the
shares represented at a meeting for which there is a quorum.

Article 12.       Important Matters

In addition to such matters as required by the Articles of  Incorporation of New
Company or the Commercial Code, any resolutions of the following  matters by the
General Meeting of Shareholders  shall require the affirmative  vote of at least
two-thirds of the votes of the shareholders present:

(1)  any amendment or modification of the Articles of Incorporation;

(2)  increase or decrease in the authorized capital or paid-in capital;

(3)  issuance  of  new  shares  or  any  other  kind  of  equity  securities  or
     instruments convertible into equity securities or the decision to undertake
     a Public Offering (as defined in Article 30);

(4)  issuance of debentures;

(5)  transfer of any part or whole of business;

(6)  any and all matters relating to dividends of New Company;

(7)  dissolution or amalgamation;

(8)  change in number or length of tenure of Directors;

                                   CHAPTER IV
                         BOARD OF DIRECTORS AND OFFICERS

Article 13.       Election of Directors

The Board of Directors of New Company  shall  consist of 4 Directors;  2 of whom
shall be elected  from among  those  appointed  by PALTAC and 2 of whom shall be
elected  from  among  those  appointed  by SPAR.  The  Chairman  of the Board of
Directors shall be elected from the Directors by the mutual consultation of both
parties  and  Robert  Brown  shall  be the  initial  Chairman  of the  Board  of
Directors.  In case of any increase or decrease in the number of Directors,  the
representation stipulated above shall be unchanged and pro-rata at all times.

Article 14.       Election of Officers

A  President  & Chief  Executive  Officer  (CEO)  and a Vice  President  & Chief
Operating  Officer (COO) shall be appointed  from among  Directors  appointed by
PALTAC  by  the  consultation  with  SPAR.  The  President  & CEO  shall  be the
Representative Director. The initial President & CEO shall be Juro Yamagishi and
the initial Vice President & COO shall be Shunichiro Tajiri.



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<PAGE>

Article 15.       Office of Director

The term of office of each  Director  shall  expire at the close of the Ordinary
General Meeting of Shareholders which relates to the closing of accounts last to
occur within 2 years from his assumption of office.

Article 16.       Quorum

Each  Director  shall have 1 voting right in the Board of  Directors.  Except as
expressly  otherwise  required in the Articles of  Incorporation of New Company,
this  Agreement,  or the  Commercial  Code,  a majority of the  Directors  shall
constitute  a  quorum  at any  meeting  of  the  Board  of  Directors,  and  all
resolutions  shall be adopted by the affirmative vote of more than two-thirds of
the votes of the Directors present.

Article 17.       Ordinary Meeting of the Board of Directors

The Ordinary  Meeting of the Board of Directors shall be held quarterly,  and an
Extraordinary  Meeting of the Board of Directors  shall be held when  necessary,
both of which  shall be  convened  in  accordance  with  the  provisions  of the
Articles of  Incorporation.  To the extent then permitted by the Commercial Code
or prevailing  interpretation thereof, any meeting of the Board of Directors may
be  held  by  interactive  video  conference  or  other  similar  electronic  or
telephonic  means, and any action that may be taken by the Board of Directors at
a meeting  thereof  (whether in person or video  conference)  may be effected in
lieu of such meeting by a unanimous written consent resolution  executed by each
member of the Board of Directors. The parties hereto confirm that the prevailing
interpretation  in Japan is that  meetings of boards of directors may be held by
interactive video conference. For any proposed meeting of the Board of Directors
for which SPAR  requests,  PALTAC and SPAR shall  cooperate  to arrange for such
meetings  to be held by video  conference.  A written  record in Japanese of all
meetings of the Board of Directors  and all  decisions  made by it together with
English  translation thereof shall be made as promptly as practicable after each
meeting of the Board of Directors by one of the Directors  selected by the Board
of Directors at each  meeting,  kept in the records of the Company and signed or
sealed by each of the Directors.

Article 18.       Important Matters

In addition to such matters as required by the Articles of  Incorporation of New
Company or the Commercial Code, the following matters of the Board of Directors'
meeting shall require the affirmative  vote of more than two-thirds of the votes
of the Directors:

(1)  any proposal to the General  Meeting of Shareholders or action by the Board
     of Directors for the matters as provided in Article 12 hereof;

(2)  any  investment  or commitment  of New Company in amounts  individually  in
     excess of (Y)10,000,000 or in the aggregate in excess of(Y)10,000,000;

(3)  any loan or credit taken by New Company in amounts  individually  in excess
     of (Y)10,000,000 or in the aggregate in excess of(Y)10,000,000;



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<PAGE>

(4)  execution,  amendment or  termination  of  agreements or  commitments  with
     PALTAC, SPAR or their subsidiaries or affiliates;

(5)  adoption or amendment of the annual budgets and business plan;

(6)  adoption or any material  modification of major  regulations or procedures,
     including any employee rules or handbook;

(7)  change of the auditing firm as provided in Article 21;

(8)  initiating or settling any litigation,  arbitration or other formal dispute
     settlement procedures or forgiveness of any obligation owed the New Company
     in excess of (Y)10,000,000;

(9)  approval  of annual  closing  of the books of the New  Company  and the New
     Company's annual financial statements,  and changing of accounting policies
     and practices or the New Company's accounting periods;

(10) establishment  or amendment to the  conditions of employment of New Company
     Officers,  provided that the affirmative vote of  SPAR-nominated  Directors
     shall not be withheld unreasonably;

(11) selling,  otherwise  disposing of or granting a lien,  security interest or
     similar  obligation  with  respect  to,  in  one  or a  series  of  related
     transactions,  10% or more of the net assets of New Company or with respect
     to any  major  strategic  asset  of New  Company  that  is  crucial  to New
     Company's business;

(12) formation  of any  subsidiary  of New Company,  entry into ( or  subsequent
     termination of) any joint venture, partnership or similar agreement;

(13) entering into,  amending or terminating  any contract with or commitment to
     any Director or shareholder; and

(14) entering  into any  agreement or  commitment  to provide  goods or services
     outside of Japan.

                                   CHAPTER V
                                      AUDIT

Article 19.       Accounting Period

The  accounting  periods of New Company  shall end on the 30th day of  September
each year.

Article 20.       Statutory Auditor

A Statutory Auditor shall be appointed by PALTAC,  and Yoshiyuki Hakoda shall be
the initial Statutory Auditor.



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<PAGE>

Article 21.       Inspection of Accounting Records and Books

New Company shall yearly arrange audit on the  accounting  records and books and
shall submit a report of such audit to each of the parties hereto within 30 days
from the completion of the audit.

Century Ota Showa & Co.  shall be the  initial  accounting  firm  engaged by New
Company,  however,  if  requested by either P ALTAC or SPAR,  New Company  shall
engage as its accounting firm an internationally recognized accounting firm that
is not  the  principal  accounting  firm of  either  of P ALTAC  or  SPAR.  Such
accounting firm shall audit the accounting  records and books of New Company and
any other matters relating,  directly or indirectly, to the financial conditions
of New Company.  Any fee for the certified public  accountant for inspection and
audit mentioned above shall be borne by New Company. New Company shall keep true
and correct accounting records and books with regard to all of its operations in
accordance with generally accepted accounting  principles  consistently  applied
("GAAP")  in Japan.  All  accounting  records  and books shall be kept ready for
inspection  by the  parties  hereto or by their  authorized  representative.  If
requested by SPAR,  New Company shall  cooperate  with respect to each financial
period  to  provide  such  information  as  required  by SPAR to  reconcile  New
Company's financial statements with U.S. GAAP reporting requirements of SPAR.

Article 22.       Increase of Capital

In case of capital increase of New Company after its  establishment,  PALTAC and
SPAR shall have the preemptive right to new shares to be issued for such capital
increase in proportion to their respective shareholdings in New Company.

                                   CHAPTER VI
                               TRANSFER OF SHARES

Article 23.       Restrictions on Transfer of Shares

Except as provided in Article 24 hereof, neither party hereto shall, without the
prior  written  consent of the other  party,  assign,  sell,  transfer,  pledge,
mortgage or otherwise  dispose of all or any part of its shares  (including  its
right to subscribe to new shares) of New Company to any third parties.

Article 24.       Preemptive Right and Option

1. After 3 years from the  effective  date of this  Agreement,  if either  party
hereto  (hereinafter called "Selling Party") wishes to transfer and sell all but
not less than all of its shares,  Selling Party shall furnish to the other party
(hereinafter called "Other Party") a written notice of a proposed purchaser, the
offered  purchase  price and other major terms and  conditions  of such proposed
sale.

The Other  Party shall have a right to  purchase  such shares by giving  Selling
Party a written notice of its intention to purchase the same within 90 days from
the receipt of Selling  Party's  notice,  upon the same terms and  conditions as
described in the Selling Party's notice.  The Selling Party may sell such shares
upon the terms and  conditions as described in its notice after 90 days from the
date of Other  Party's  receipt of such notice unless Other Party gives a notice
for its



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<PAGE>

purchase  of the shares to Selling  Party.  Unless  agreed by the Other Party in
writing, any transferree party shall be subject to this Agreement.

2. After 3 years from the effective date of this Agreement,  either party may at
any time make a written offer to buy all of the other party's  shares in the New
Company.  The other party shall then either accept the offer and sell all of its
shares under the terms and conditions  offered, or purchase the offering party's
shares at the same terms and  conditions.  If the party  receiving  the  initial
offer does not respond to the initial offer within 120 days, the party receiving
the offer shall be deemed to have  accepted  the offer to sell its  shares.  The
parties  shall  cooperate to effect the closing of such purchase and sale of all
of the shares of the New Company  held by the selling  party  within 120 days of
the  decision  or deemed  decision of the second  party.  At such  closing,  the
purchasing  party shall pay to the selling party the purchase price in cash, and
the  selling  party shall  deliver to the  purchasing  party share  certificates
representing  all of the selling  party's  shares held in New Company,  free and
clear of any liens.

Article 25.       Cooperation in Financing

1. New Company may borrow up to  (Y)300,000,000  as its operating  funds,  which
shall be  guaranteed by PALTAC if  necessary.  PALTAC shall make its  reasonable
efforts to enable such  borrowing.  The terms of the borrowing and any agreement
between  New Company and PALTAC  with  respect to  PALTAC's  guarantee  shall be
matters subject to Section 18 hereof.

2. New Company may borrow an additional  (Y)300,000,000 when it needs additional
funds,  if such borrowing is approved in advance by the Board of Directors as an
important matter under Article 18 herein.

3. If PALTAC pays any  creditors of New Company due to a guaranty made by PALTAC
to such creditors in favor of New Company,  SPAR shall reimburse PALTAC for half
of the amount paid by PALTAC, but only if New Company's  borrowing of such funds
and PALTAC's guaranty of New Company's obligations have been expressly agreed to
in  advance  by  SPAR  in  writing  or in a  Board  resolution  for  which  both
SPAR-nominated directors have voted affirmatively.

                                  CHAPTER VII
                           ROLE OF CONTRACTING PARTIES

Article 26.       Supply of Office and Facility


PALTAC shall supply offices and  facilities,  staff service for general  affairs
and finance, and intra company network service, which are determined, at PALTACs
sole  discretion,   necessary  for  the  operation  of  New  Company  after  the
consultation between the both parties, to New Company at no charge.


Article 27.       Personnel

PALTAC shall, at its own judgement,  second to New Company its personnel who are
appropriate for the start-up of businesses of New Company for a period of 1 year
without any



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<PAGE>

consideration. In principle, New Company shall be responsible for the payment of
salaries and benefits for such personnel and all other matters  concerning their
employment; however, PALTAC shall, at its own judgement, pay such salaries, etc.

Article 28.       Training

Each party shall  provide the  appropriate  training to employees of New Company
for New Company's  operation at its own site.  The said  training  shall be made
upon New Company's request and any necessary  expenses for the training shall be
borne by New Company,  except as otherwise  provided in the License Agreement or
the Supply Agreement.

Article 29.       Non-Competition

For 5 years from the Execution Date of this  Agreement,  neither SPAR nor PALTAC
shall,  without  the prior  written  consent  of the other,  engage in,  whether
directly  or  indirectly,  Merchandising  Services  (as  defined in the  License
Agreement) in Japan or any other businesses then competitive with New Company in
Japan.  However,  in the event that SPAR enters into a contract  with a customer
that  covers  more than one  country  and the scope of such  agreement  includes
services in Japan, SPAR shall not be prohibited from entering into or performing
such agreement, provided that SPAR shall make commercially reasonable efforts to
enable New Company to  participate  in and be fairly  compensated  for providing
services to any such customer.

                                  CHAPTER VIII
                          AMENDMENT FOR PUBLIC OFFERING

Article 30.       Public Offering

Both parties acknowledge that New Company may attempt to become a listed company
or over-the-counter company on the Osaka Stock Exchange, Tokyo Stock Exchange or
any other  stock  exchange or public  market in Japan ( Public  Offering ). Both
parties   acknowledge   that  the  number  of  issued  shares,   the  number  of
shareholders,  the paid-up  capital,  profit,  transaction  with each party, the
seconded  employees of New Company will be reviewed and instructed for amendment
by the relevant governmental or regulatory  authorities in accordance with those
bodies'  rules or  guidelines  for a Public  Offering.  If both parties agree to
undertake a Public  Offering  pursuant to Article 12 above,  both parties  shall
discuss and reasonably  cooperate with each other to amend this Agreement and/or
the License  Agreement in order to complete the Public  Offering of New Company.
Any changes  to the License Agreement will be effective upon consummation of the
Public  Offering (but not before),  and subject to the approval of the boards of
directors of New Company, PALTAC and SPAR.

                                   CHAPTER IX
                                 CONFIDENTIALITY

Article 31.       Confidential Information

PALTAC and SPAR shall keep  secret and retain in strict  confidence  any and all
confidential  information  and use it only for the purpose of this Agreement and
shall not disclose it to a third



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<PAGE>

party  without the prior  written  consent of the  disclosing  party  unless the
receiving  party can  demonstrate  that such  information  (i) has become public
other than as a result of disclosure by the receiving party,  (ii) was available
to the receiving party prior to the disclosure by the disclosing  party with the
right to disclose, or (iii) has been independently  acquired or developed by the
receiving party.

                                   CHAPTER X
                               GENERAL PROVISIONS

Article 32.       Effective Date

This Agreement shall become effective at the time of execution hereof.

Article 33.       Termination

1. If either party transfers its shares in New Company to the other party hereto
in accordance with Article 24 hereof, this Agreement shall terminate.  If either
party  transfers its shares in New Company to another  party,  unless  expressly
agreed  by the  non-transferring  party  in  writing,  this  Agreement  shall be
assigned to and binding upon such third party, provided that the assigning party
shall  remain  liable for all legal acts with  respect to this  Agreement or New
Company from before the Effective Date of such assignment.

2. Either party not in breach of this  Agreement may terminate this Agreement by
written notice to the other party if any breach shall not have been corrected by
the other party in breach within 60 days after  written  notice is given by such
party not in breach complaining of such breach.

3. Either Party may  terminate  this  Agreement  without  giving a notice in the
event of one or more of the followings:

(a)  Appointment  of a trustee or receiver  for all or any part of the assets of
the other party;

(b) Insolvency or bankruptcy of the other party;

(c) Assignment of the other party for the benefit of creditor;

(d) Attachment of the assets of the other party;

(e) Expropriation of the business or assets of the other party; and

(f) Dissolution or liquidation of the other party.

If either party is involved in any of the events  enumerated  in (a) through (f)
above,  it shall  immediately  notify the other party of the  occurrence of such
event.

4. In case of the  termination  of this  Agreement  pursuant to Article  32.2 or
Article 32.3, the party terminating in accordance with this Agreement shall have
an option to  purchase  the  shares of the other  party at the book  value to be
decided  by an  internationally  recognized  accounting



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<PAGE>

firm that is not the principal  accounting firm of either party, if either party
so requests, or to have New Company dissolved.

5. Upon  termination of this Agreement or SPAR's ceasing to hold at least 50% of
the shares in New Company, the License Agreement shall terminate  immediately if
still in effect.

Article 34.       Force Majeure

Neither  party  shall be liable to the other  party for  failure or delay in the
performance of any of its  obligations  under this Agreement for the time and to
the extent such  failure or delay is caused by riots,  civil  commotions,  wars,
hostilities   between  nations,   governmental   laws,  orders  or  regulations,
embargoes, actions by the government or any agency thereof, acts of God, storms,
fires, accidents, strikes, sabotages, explosions, or other similar contingencies
beyond the reasonable control of the respective parties.

Article 35.       Notice

All notices,  reports and other  communications given or made in accordance with
or in connection  with this Agreement  shall be made in writing and may be given
either by (i) personal  delivery, (ii) telex or facsimile  transmission or (iii)
registered  air mail,  if properly  posted,  with postage fully  prepaid,  in an
envelope properly  addressed to the respective  parties at the address set forth
below or to such changed address as may be given by either party to the other by
such  written  notice.  Any such notice,  etc. by personal  delivery or telex or
facsimile  transmission  shall be deemed  to have  been  given as of the date so
delivered or transmitted.  Any such notice, etc. by registered air mail shall be
deemed to have  been  given 7 days  after the  dispatch.  In any  event,  if any
notice, etc. is received other than the regular business hours of the recipient,
it shall be deemed to have been given as of the  following  business  day of the
recipient.

To:      PALTAC;   1-5-9, Minamikyuhoji-machi, Chuo-ku, Osaka, Japan
         SPAR;     580 White Plains Road, Tarrytown, NY, USA

Article 36.       Assignment

This  Agreement  and the rights and  obligations  hereunder  are personal to the
parties hereto,  and shall not be assigned by either of the parties to any third
party.

Article 37.       Arbitration

All dispute,  controversies,  or differences which may arise between the parties
hereto, out of or in relation to or in connection with this Agreement,  shall be
finally  settled by arbitration in Osaka,  Japan in accordance with the rules of
the Japan  Commercial  Arbitration  Association  if initiated by SPAR, or in New
York City in accordance with the International Arbitration Rules of the American
Arbitration  Association  if  initiated  by  PALTAC.  The  arbitration  shall be
conducted  by 3  arbitrators  in the English  and the  Japanese  languages.  The
arbitration award shall be final and legally binding upon both parties.



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<PAGE>

Article 38.       Implementation

The shareholders hereby agree, for themselves, their successors, heirs and legal
representatives,  to vote at shareholders'  meetings, and to cause the Directors
they  nominate  to vote at Board  meetings  and to carry  out their  duties,  to
prepare,  execute and deliver or cause to be prepared,  executed  and  delivered
such further instruments and documents,  to take such other actions and to cause
the Articles of Incorporation  of New Company,  New Company work rules and other
rules and Commercial Registry and any other document to be amended or adopted as
may be reasonably required to effect the provisions and intent of this Agreement
and the transactions contemplated hereby.

Article 39.       Governing Law

This Agreement and all questions arising out of or under this Agreement shall be
governed by and interpreted in accordance with the laws of Japan.

Article 40.       Waiver

Any failure of either  party to enforce,  at any time or for any period of time,
any of the  provision  of this  Agreement  shall not be construed as a waiver of
such  provisions  or of the right of such party  thereafter  to enforce each and
every such provision.

Article 41.       Entire Agreement

This Agreement  constitutes  the entire and only  agreement  between the parties
hereto with respect to the subject  matter of this  Agreement and supersedes any
other  commitments,  agreements or understandings,  written or verbal,  that the
parties  hereto may have had.  No  modification,  change and  amendment  of this
Agreement  shall be binding  upon the parties  hereto  except by mutual  express
consent  in  writing  of  subsequent  date  signed  by  authorized   officer  or
representative of each of the parties hereto.

Article 42.       Headings

The headings of articles and paragraphs  used in this Agreement are inserted for
convenience  of reference  only and shall not affect the  interpretation  of the
respective articles and paragraphs of this Agreement.

Article 43.       Language

This Agreement has been executed in the English and the Japanese  languages.  If
there is any discrepancy or  inconsistency  between the English and the Japanese
versions, the English version shall prevail.




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<PAGE>


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in 2 copies by their respective duly authorized  officer or representative as of
the day first above written.


Paltac Corporation
Signature:

/s/ Kunio Mikita

Name: Kunio Mikita
Title: Representative Director & President



Spar Group, Inc.
Signature:

/s/  Robert G. Brown

Name: Robert G. Brown
Title: Chairman & CEO







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