Exhibit 10.6

# CHANGE IN CONTROL
SEVERANCE AGREEMENT

This
Change in Control Severance Agreement (as modified, amended or restated from time to
time in the manner provided herein, this Agreement) is by and between
the individual employee named below (the Employee) and SPAR Group, Inc.
(the Company). The Employee and the Company may be referred to
individually as a Party and collectively as the
Parties.

In
consideration of past, present and future employment by the Company, the mutual covenants
below and other good and valuable consideration (the receipt and adequacy of which are
hereby acknowledged), the Employee and Company hereby agree as follows:

Section
1.Introduction.    The Employee is an officer of the Company or one of the
SPAR Affiliates (as hereinafter defined). The Employee and the Company have entered into
this Agreement in order to provide severance payments from the Company to the Employee
under certain circumstances if, pending or following a Change in Control, the Employee
leaves for Good Reason or is terminated other than in a Termination For Cause (as such
terms are hereinafter defined). However, this Agreement is not intended, and shall not be
deemed or construed, to create any employment term or period, and except as otherwise
provided in any other written agreement with the Employee, the Employee acknowledges and
agrees that the Employees employment is at will and modifiable from time
to time and terminable at any time, for any reason or no reason, and without notice or
benefit of any kind.

Section
2.         Certain Definitions.    Definitions shall be applicable equally to
the singular and plural forms of the terms defined, each use of a neuter, masculine,
feminine or plural pronoun shall be deemed to refer to the form of pronoun appropriate to
the circumstance, and each other reference to or by gender shall include reference to each
other or neuter gender appropriate to the circumstance, in each case as the context may
permit or require. As used in this Agreement, the following capitalized terms and
non-capitalized words and phrases shall have the meanings respectively assigned to them:

(a)       
          Authorized Representative shall mean, for the
          Company or any SPAR Affiliate for whom the Employee works, any of (i) the Board,
          (ii) the Chairman, (iii) any other executive officer of the Company or
          applicable SPAR Affiliate who directly or indirectly supervises or is
          responsible for the Employee or (iv) any other Representative of the Company or
          applicable SPAR Affiliate who directly or indirectly supervises or is
          responsible for the Employee and is authorized to do so by the Board, the
          Chairman or any such executive officer, in each case other
          than the Employee.

(b)       
          Beneficial Owner shall mean any person who
          beneficially owns (within the meaning of Rule 13d-3 promulgated under the
          Securities Exchange Act), securities issued by the referenced corporation or
          other entity, whether directly or indirectly, and whether individually, jointly
          with any other person(s) or otherwise.

(c)        
Boardshall mean the Board of Directors of the Company or (except for purposes of a Change in Control) the  applicable  SPAR Affiliate.

(d)       
          Chairman shall mean the Chairman of the Company
          or applicable SPAR Affiliate.

(e)       
          Change in Control shall mean any of the
          following:

|(i) |  | when
any person or group (as contemplated in Sections
                    3(a)(9) and 13(d)(3), respectively, of the Securities Exchange Act),
becomes a                     Beneficial Owner of a Majority of Voting Securities issued
by the Company, ineachcase other than any acquisition of Company
                    Securities (A) in any transaction covered by and exempted under
clause (iv) of                     this definition, (B) by the Employee or any group of
which the Employee                     voluntarily is a member, (C) by any employee
benefit plan (or related trust)                     sponsored or maintained by the
Company or any SPAR Affiliate or (D) by any                     corporation or other
entity if, immediately following such acquisition, the                     Beneficial
Owners of a Majority of Voting Securities of the acquirer (or its
                    ultimate parent) outstanding immediately after such event are either
(1) the                     persons who were the Beneficial Owners of all or
substantially all of the voting                     Company Securities immediately prior
to such acquisition and in substantially                     the same proportions as
their ownership immediately prior to such event, or (2)                     by Robert G.
Brown and/or William H. Bartels;
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|(ii) |  | when
individuals who are members of the Board as of the date hereof or who are
                    added as hereinafter provided (the IncumbentBoard)
                    cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
                    subsequent to the date hereof whose election, or nomination for
election by the                     Companys stockholders, was approved by a vote
of at least a majority of                     the then Incumbent Board shall thereafter
be added (for the purposes hereof) as                     a member of the Incumbent
Board, but excluding, for this purpose, any such                     individual whose
initial assumption of office occurs as a result of either an                     actual
or threatened solicitation of proxies or consents not by or on behalf of
                    at least a majority of the then Incumbent Board;
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|(iii) |  | when
any individual shall become the Chairman or Chief Executive Officer of the
                    Company if such individual was not the Chairman or Chief Executive
Officer of                     the Company or any of its subsidiaries as of January 1,
2007;
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|(iv) |  | any
reorganization, merger or consolidation of the Company or any of its
                    subsidiaries, ineachcase other than (A) any
merger of any                     SPAR Affiliate (other than the Company) into the
Company or any of its                     subsidiaries as the surviving entity, or (B)
one in which all or substantially                     all of the Beneficial Owners of
the voting Company Securities immediately                     prior to such event are,
immediately following such event, Beneficial Owners of                     a Majority of
Voting Securities of either the Company or the surviving entity of                     a
merger with the Company (or its ultimate parent), as the case may be,
                    outstanding immediately after such event and in substantially the
same                     proportions as their ownership immediately prior to such event;
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(v) |  | the
approval by the Companys Board or stockholders of a plan of complete
                    liquidation of the Company; or
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|(vi) |  | any
sale or other disposition by the Company of all or substantially all of its
                    assets , ineachcase other than (A) any
assignment or                     pledge of all or substantially all of the respective
assets and properties of                     the Company and its subsidiaries to one or
more lenders as security for their                     respective credit, indebtedness
and guaranties, (B) any acquisition by the                     Company or any of its
subsidiaries of the assets of any SPAR Affiliate (whether                     by
assignment, merger, liquidation or otherwise), or (C) any transaction in
                    which all or substantially all of the Beneficial Owners of the
voting                     Company Securities immediately prior to such event are,
immediately following                     such event, Beneficial Owners of a Majority of
Voting Securities of both the                     Company and the acquiring entity (or
its ultimate parent) outstanding                     immediately after such event and in
substantially the same proportions as their                     ownership immediately
prior to such event;
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provided, however,
that it shall not constitute a Change in Control if and for so long as Robert G.
Brown retains effective control of the Company and shall continue to be both the Chairman
and Chief Executive Officer of the Company.

(f)       
          Company Securities shall mean any securities
          issued by the Company, whether acquired directly from the Company, in the
          marketplace or otherwise.

(g)       
          Good Reason shall mean the occurrence of any of
          the following events:

|(i) |  | the
failure to elect or appoint, or re-elect or re-appoint, the Employee to, or
                    removal or attempted removal of the Employee from, his position
positions with                     the Company or applicable SPAR Affiliate (except in
connection with the proper                     termination of the Employees
employment by the Company by reason of death,                     disability or
Termination For Cause);
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|(ii) |  | the
assignment to the Employee of any duties inconsistent with the status of the
                    Employees office and/or position with the Company;
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|(iii) |  | any
adverse change in the Employees title or in the nature or scope of the
                    Employees authorities, powers, functions or duties of the
position(s) with                     the Company or applicable SPAR Affiliate;
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|(iv) |  | the
willful delay by the Company or applicable SPAR Affiliate for more than ten
                    (10) business days in the payment to the Employee, when due, of any
part of his                     or her compensation;
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|(v) |  | a
reduction in the Employees salary or benefits (other than a
                    discretionary bonus);
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|(vi) |  | a
failure by the Company to obtain the assumption of, and agreement to perform,
                    this Agreement by any successor to the Company; or
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|(vii) |  | a
change in the location at which substantially all of the Employees
                    duties with the Company are to be performed from the county and state
in which                     the Employee is currently performing substantially all of
his or her duties                     (excluding those duties performed at home or on the
road);
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provided, however,
that the appointment of a new Chief Executive Officer, or requiring the Employee to
report to or be supervised by the new Chief Executive Officer (in whole or in part), shall
not (without more) constitute Good Reason.

(h)       
          Majority of Voting Securities shall mean
          securities of the referenced person representing more than fifty percent (50%)
          of the combined voting power of the referenced persons then outstanding
          securities having the right to vote generally in the election of directors,
          managers or the equivalent.

(i)       
          Protected Period shall mean the last to expire
          of (A) the thirty-six month period commencing on the date hereof, and (B) the
          twenty-four month period commencing on the date of the relevant Change in
          Control. For the sake of clarity, a Protected Period based on a Change in
          Control shall restart with each new Change in Control during the Employees
          employment with the Company or applicable SPAR affiliate (or their respective
          successors in any Change in Control, as applicable).

(j)       
          Representative shall mean any subsidiary or
          other affiliate of the referenced person or any shareholder, partner, equity
          holder, member, director, officer, manager, employee, consultant, agent,
          attorney, accountant, financial advisor or other representative of the
          referenced person or of any of its subsidiaries or other affiliates, in
          each case other than the Employee.

(k)       
          Securities Exchange Act shall mean the
          Securities Exchange Act of 1934, as amended, or any corresponding or succeeding
          provisions of any applicable law (including those of any state or foreign
          jurisdiction), and the rules and regulations promulgated thereunder, in
          each case as the same may have been and hereafter may be adopted,
          supplemented, modified, amended, restated or replaced from time to time.

(l)       
          SPAR Affiliate shall mean and currently
          includes (without limitation) each of the Companys direct and indirect
          subsidiaries (including, without limitation, SPAR Acquisition, Inc., SPAR
          Marketing, Inc., SPAR/Burgoyne Retail Services, Inc., SPAR, Inc., SPAR Marketing
          Force, Inc., SPAR Trademarks, Inc., SPAR Group International, Inc., SPAR/PIA
          Retail Services, Inc., SPAR Technology Group, Inc., SPAR All Store Marketing
          Services, Inc., SPAR Canada, Inc., SPAR Canada Company, Retail Resources, Inc.,
          Pivotal Field Services, Inc., PIA Merchandising Co., Inc., Pacific Indoor
          Display Co. d/b/a Retail Resources, Pivotal Sales Company, and PIA Merchandising
          Ltd.), the Companys affiliates (including, without limitation, SPAR
          Marketing Services Inc., SPAR Management Services, Inc., and SPAR InfoTech,
          Inc.), and each other entity under the control of or common control with any of
          the foregoing entities, in each case whether now existing
          or hereafter acquired, organized or existing.

(m)       
          SPAR Group shall mean the Company and all of
          the SPAR Affiliates.

(n)       
          Termination For Cause shall mean any
          termination of the Employee for any of the following reasons: (i) the
          Employees willful, negligent or repeated breach of, or the Employees
          willful, negligent or repeated nonperformance, misperformance or dereliction of
          any of his or her duties and responsibilities under, (A) any employment
          agreement or confidentiality agreement with the Company or any Spar Affiliate,
          (B) the directives of the Board or any Authorized Representative, or (C) the
          Companys policies and procedures governing his or her employment,
          in each case other than in connection with any absence or
          diminished capacity due to illness, disability or incapacity excused by (1) the
          policies and procedures of the Company, (2) the terms of his or her employment
          or (3) the action of the Board or any Authorized Representative; (ii) the gross
          or repeated disparagement by the Employee of the business or affairs of the
          Company, any SPAR Affiliate or any of their Representatives that in the
          reasonable judgment of the Company or SGRP has adversely affected or would be
          reasonably likely to adversely affect the operations or reputation of any

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such person; (iii) any resume,
application, report or other information furnished to the Company or any SPAR Affiliate by
or on behalf of the Employee shall be in any material respect untrue, incomplete or
otherwise misleading when made or deemed made; (iv) the Employee is indicted for, charged
with, admits or confesses to, pleads guilty or no contest to, adversely settles respecting
or is convicted of (A) any willful dishonesty or fraud (whether or not related to the
Company or any SPAR Affiliate), (B) any theft or embezzlement by the Employee of any asset
or property of the Company, any SPAR Affiliate or any of their respective Representatives,
customers or vendors, (C) any other misdemeanor involving moral turpitude, or (D) any
other felony; (vi) alcohol or drug abuse by the Employee; or (v) any other event or
circumstance that constitutes cause for termination of an employee under applicable law
and is not described in another clause of this subsection.

Section
3.        Severance.    (a) Lump Sum Payment.    If the Employees employment
with the Company or applicable SPAR affiliate (or their respective successors in any
Change in Control, as applicable) shall be terminated pending or within the Protected
Period following any Change in Control by (i) the Company for any reason other than the
Employees death or permanent disability or a Termination For Cause, or (ii) by the
Employee for Good Reason (either of which will be referred to as a Severance
Termination), then the Company shall promptly (but not later than the tenth
business day following such Severance Termination) pay (or cause the applicable SPAR
Affiliate to promptly pay) to the Employee severance pay (in a lump sum) in an amount
equal to the sum of:

|(i) |  | the
Employees annual salary rate in effect immediately prior to his           cessation
of such employment (or, if greater, at the highest annual salary rate           in effect
at any time during the one-year period preceding the date of such           termination),
times a multiple (calculated to two decimal places) equal to the           remainder of
(i) Protected Period (i.e., the number of months in the           Protected
Period, minus (ii) the number of months (to two decimal places, but           not less
than zero) by which the Severance Termination date followed the           effective date
of the Change in Control; and
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|(ii) |  | the
maximum bonus that would have been paid or payable to the Employee under the
          Companys bonus proposal to the Employee for the full year of the
Severance           Termination as if all performance criteria had been fully satisfied,
but in any           event not to exceed twenty-five percent (25%) of the Employees
annual           salary rate referred to above.
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)
        Vacation Days. In addition and in any event, promptly (but not later than
          the tenth business day) following the date of any termination or resignation
          pending or following a Change in Control, the Company shall pay (or cause the
          applicable SPAR Affiliate to pay) to the Employee an amount equal to his or her
          accrued and unused vacation days, computed at the Employees annual salary
          rate in effect immediately prior to his cessation of such employment (or, if
          greater, at the highest annual salary rate in effect at any time during the
          one-year period preceding the date of such termination) and in accordance with
          the applicable policy of the Company (or if changed pending or following a
          Change in Control, in accordance with the immediately preceding applicable
          policy of the Company).

(c)
        Insurance.In addition, during the two-year period following the
          effective date of any Change in Control, the Employee and his dependents shall
          continue to receive the insurance benefits received during the preceding year
as           well as any additional insurance benefits as may be provided to executive
          officers or their dependents during such period in accordance with the
          Companys policies and practices. The Employees required co-payments
          shall not exceed those payable by the other executive officers of the SPAR
          Group.

(d)
        Stock Options.Each stock option granted to the Employee that has not, by
          its express terms, vested shall be deemed to have vested on the date of any
          Severance Termination, and shall thereafter be exercisable for the maximum
          period of time allowed for exercise thereof under the terms of such option,
          assuming that the Employees employment with the Company had been
          terminated by the Company other than Termination For Cause or by the Employee
          for Good Reason. An election by the Employee to terminate his or her employment
          for Good Reason pending or following a Change in Control shall be deemed to be
a           permitted retirement (irrespective of age) of the Employee for the purpose of
          interpreting the provisions of any of the Companys employee benefit
plans,           programs, or policies.

(e)
        401k. The Employee shall be entitled to a 401k matching contribution for
          the year of his Severance Termination, which the Company shall pay into the
          Employees 401k (or deliver to the Employee for deposit into any rollover
          account respecting such 401k) at the same time for such year as matching
          contributions are made to the 401k plans of other executive officers.

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(f)
        Illness not affecting Good Reason. The Employees right to terminate
          his employment for Good Reason pending or following a Change in Control shall
          not be affected by his illness or incapacity, whether physical or mental,
unless           the Company shall at the time be entitled to terminate his or her
employment by           reason thereof.

(g)
        Parachute Payments.    Notwithstanding any other provision of this Section
          3, if it is determined that part or all of the compensation or benefits to be
          paid to the Employee under this Agreement in connection with the Employees
          Severance Termination , or under any other plan, arrangement or agreement,
          constitutes a parachute payment under section 280G(b)(2) of the
          Internal Revenue Code of 1986, as amended, then the amount constituting a
          parachute payment that would otherwise be payable to or for the benefit of the
          Employee first shall be deferred (to the greatest extent permitted by such
          applicable law), and to the extent not so deferred, shall be reduced (if
          required under such applicable law), but only to the extent necessary, so that
          such amount would not constitute a parachute payment. Any determination that a
          payment constitutes a parachute payment shall be made as promptly as
practicable           following the Employees termination of employment (but not
later than the           date payment is required under subsection (a) of this Section)
by the           independent public accountants that audited the Companys financial
          statements for the fiscal year preceding the year in which the Employees
          employment was terminated, whose determination shall be final and binding in
all           cases. Unless the Employee is given notice that a payment (or payments)
will           constitute a parachute payment prior to the earlier of (1) receipt of such
          payments or (2) the tenth business day following his or her Severance
          Termination, no payment (or payments) shall be deemed to constitute a parachute
          payment. If the determination made pursuant to this subsection would result in
a           deferral (to the greatest extent permitted under such applicable law) and to
the           extent not so deferred, a reduction (to the minimum extent required by such
          applicable law) of the payments that would otherwise be paid to the Employee,
          the Employee may elect, in his sole discretion, which and how much of any
          particular entitlement shall be so deferred or reduced (giving effect to any
          payments and benefits that may have been received prior to such termination)
and           shall advise the Company in writing of his election within 10 days of the
          determination of the deferral or reduction in payments. If no such election is
          made by the Employee within such 10-day period, the Company shall determine
          which and how much of any entitlement shall be deferred (to the greatest extent
          permitted under such applicable law) and, to the extent not so deferred,
reduced           (to the extent required under such applicable law) and shall notify the
Employee           promptly of such determination. The Company shall (or shall cause the
applicable           SPAR Affiliate to) pay to, or distribute to or for the benefit of,
the Employee           such amounts as are then due to the Employee under this Agreement
and shall           timely pay to, or distribute to or for the benefit of, the Employee
in the           future such amounts as become due to the Employee under this Agreement.

(h)
        Extension of Benefits: Any extension of benefits following a Severance
          Termination shall be deemed to be in addition to, and not in lieu of, any
period           for benefits continuation provided for by applicable law at the Companys,
          the Employees or his dependents expense, as applicable.

(i)
        Temporary Suspension of Sections Benefits. Notwithstanding any
          other provision of this Section 3, in the event that the Employees
          Termination For Cause pending or following a Change in Control is solely based
          on the Employee having been indicted for or charged with any one or more of the
          deeds described in clause (iv) of the definition of Termination For Cause, the
          benefits of this Section 3 (other than those under subsections (b), (c) and (h)
          hereof respecting vacation pay, insurance and the like) shall be temporarily
          withheld until such time as either:

|(i) |  | the
first to occur of (A) the final determination by an appropriate authority
          (including an arbitrator) that the Employee is not guilty or is acquitted of
          such deed(s), (B) the Companys written acknowledgement that the Employee
          is not guilty or acquitted of such deed(s) or the substantive equivalent or any
          settlement with the Employee to any such effect, or (C) the passage of twelve
          months following such termination without the good faith prosecution (criminal
          or civil) of the Employee for or arbitration of such deed(s), in any which case
          the termination shall be deemed a Severance Termination and the Employee shall
          be entitled at such time to (x) all the benefits of this Section 3 as of such
          first to occur date, plus (y) the Employees salary and maximum
          bonuses for the period from termination through the date severance is actually
          paid under subsection (a) of this Section 3 (the Resolution
          Period), plus (z) an extension of the Employees benefit
          periods under subsections (c) and (h) of this Section 3 and stock option
          exercise period(s) under subsection (d) of this Section 3 equal to the length
of           the Resolution Period; or
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|(ii) |  | the
Employee admits or confesses to, pleads guilty or no contest to, adversely
          settles respecting or is convicted of such deed(s), in any which case the
          Employee shall not be entitled to any of the benefits of this Section 3, any
          salary or bonus pending such resolution, or any of the benefits of subsection
          (b) hereof.
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(j)       
          Employees Estate. In the event the Employee shall die after a
          Severance Termination (including, without limitation, during the Resolution
          Period), this Agreement and the benefits of this Section 3 shall inure to the
          benefits of the estate, heirs and legal representatives of the deceased Employee
          in accordance with his or her will or applicable law, as the case may be.

Section
4.        Waivers of Notice, Etc.    Each Party hereby absolutely, unconditionally,
irrevocably and expressly waives forever each and all of the following: (a) delivery or
acceptance and notice of any delivery or acceptance of this Agreement; (b) notice of any
action taken or omitted in reliance hereon; (c) notice of any nonpayment or other event
that constitutes, or with the giving of notice or the passage of time (or both) would
constitute, any nonpayment, nonperformance, misrepresentation or other breach or default
under this Agreement; (d) notice of any material and adverse effect, whether individually
or in the aggregate, upon the assets, business, cash flow, expenses, income, liabilities,
operations, properties, prospects, reputation or condition (financial or otherwise) of a
Party, its Representative or any other person,; and (e) any other proof, notice or demand
of any kind whatsoever with respect to any or all of a Partys obligations or
promptness in making any claim or demand under this Agreement.

Section
5.        Consent to Exclusive New York Jurisdiction and Venue, Waiver of Personal Service,
Etc.    Each Party hereby consents and agrees that the Supreme Court of the State of
New York for the County of Westchester, White Plains, New York, and the United States
District Court for the Southern District of New York, White Plains, New York, each shall
have exclusive personal jurisdiction and proper venue with respect to any claim or dispute
under this Agreement between the Employee and the Company or SPAR Affiliate or any other
aspect of their employment relationship; In any such claim or dispute between the Employee
and the Company or any SPAR Affiliate, no Party will raise, and each Party hereby
absolutely, unconditionally, irrevocably, expressly and forever waives, any objection or
defense to any such jurisdiction as an inconvenient forum. Each Party hereby absolutely,
unconditionally, irrevocably, expressly and forever waives personal service of any
summons, complaint or other process on such Party or any authorized agent for service of
such Party in any claim or dispute under this Agreement (irrespective of whether more
parties may be involved). Each Party each hereby acknowledges and agrees with the other
Party that service of process may be made in any such claim or dispute under this
Agreement upon such Party by (i) delivery pursuant to Section 7 hereof or (ii) any manner
of service available under the applicable law at address referenced in Section 7 hereof.

Section
6.        Arbitration.    (a) Arbitration Generally.    Except as otherwise
provided in this Section, any unresolved dispute or controversy with respect to this
Agreement shall be settled exclusively by arbitration conducted by the American
Arbitration Association (including any successor body of similar function,
AAA) in accordance with the AAAs Commercial Arbitration Rules
then in effect (AAA Rules) and held in Westchester County, New York. In
any arbitration, no Party will raise, and each Party hereby expressly and irrevocably
waives, any objection or defense to such location as an inconvenient forum. To commence an
arbitration, the aggrieved Party shall submit an arbitration notice (including a copy of
this Agreement and a reasonable description of its claims) to the AAA at its headquarters
in New York, New York, and request a list of qualified arbitrators. The Parties agree that
each arbitrator must have significant experience and knowledge in the applicable field of
endeavor and (to the extent applicable) in the accounting field and GAAP.

(b)       
          Arbitrator Selection. Unless the Parties agree in writing to a single
          arbitrator prior to selection and a mechanism for his or her selection, three
          arbitrators shall be chosen by the Parties from the list submitted by the AAA
          within ten business days of receiving such list (or any subsequent list if
          applicable). Either Party may object to any proposed arbitrator that does not
          reasonably appear to have the required experience and knowledge or does not
          reasonably appear to be a disinterested, unrelated third party. If the Parties
          cannot agree on the three arbitrators, each Party shall select a single
          disinterested arbitrator from the AAAs list with such qualifications and
          the two arbitrators so selected by the Parties shall select the third arbitrator
          with such qualifications in accordance with the AAA Rules. The arbitration shall
          begin within 30 business days of such appointment unless another date and/or
          place is otherwise agreed upon in writing by the Parties.

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(c)       
          Arbitrators Limited Authority.The arbitrator(s) shall not have the
          authority to add to, detract from, or modify any provision of this Agreement.
          The Parties hereby instruct and direct the arbitrator to determine each claim or
          severable part thereof in accordance with the terms and provisions of this
          Agreement, and the arbitrator(s) shall not split the difference or
          employ other equitable principles of allocation. Discovery will be strictly
          limited to documents of the parties specifically applicable to the claims,
          excluding, however, those items protected by attorney/client, accountant or
          other professional or work product privilege (which the parties hereby agree
          have not been waived by the Parties hereto or other applicable Persons). No
          depositions, interrogatories or other prescreening of a Party or its
          Representatives or expert witnesses will be permitted. No punitive,
          consequential or similar damages shall be awarded by the arbitrator(s).

(d)       
          Arbitrators Decision.The arbitrator(s) shall render a decision and
          award within sixty (60) days after the commencement of the arbitration. Such
          decision and award shall be in writing, shall be delivered to each Party and
          shall be conclusive and binding on the Parties. Judgment on such decision and
          award may be entered in any court of competent jurisdiction.

(e)       
          Arbitrators Fees and Expenses.Except as otherwise provided in this
          Agreement, each Party shall pay (i) the fees and disbursements of its own
          attorneys and the expenses of its proof, and (ii) half of the fees and expenses
          of the AAA and the arbitrator(s), in each case irrespective
          of outcome.

Section
7.        Notice.    Any notice, request, demand, service of process or other
communication permitted or required to be given to a Party under this Agreement shall be
in writing and shall be sent to the applicable Party at the address set forth on the
signature page below (or at such other address as shall be designated by notice to the
other Party and Persons receiving copies), effective upon actual receipt (or refusal to
accept delivery) by the addressee on any business day during normal business hours or the
first business day following receipt after the close of normal business hours or on any
non-business day, by (a) FedEx (or other equivalent national or international overnight
courier) or United States Express Mail, (b) certified, registered, priority or express
United States mail, return receipt requested, (c) telecopy, or (d) messenger, by hand or
any other means of actual delivery. The Employee also may use and rely on the accuracy of
the address of the Company designated as its executive office in its most recent filing
under the Securities Exchange Act. The Parties acknowledge and agree that such actual
receipt will be presumed with, among other things, evidence of the signature by a
Representative of, or adult in the same household as, the receiving Party on a return
receipt, courier manifest or other couriers acknowledgment of delivery or receipt.

Section
8.        Interpretation, Headings, Severability, Reformation, Etc.    The Parties
agree that the provisions of this Agreement have been negotiated, shall be construed
fairly as to all Parties, and shall not be construed in favor of or against any Party. The
section headings in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement. The term including shall mean
including (without limitation)", whether or not so stated. The terms
including, including, but not limited to, including (without
limitation) and similar phrases (a) mean that the items specifically listed after
such term are examples of the provision preceding such term and are not intended to be all
inclusive, (b) shall not in any way limit (or be deemed or construed to limit) the
generality of the provision preceding such term, and (c) shall not in any way preclude (or
be deemed or construed to preclude) any other applicable item encompassed by the general
provision preceding such term. In the event that any provision of this Agreement shall be
determined to be superseded, invalid, illegal or otherwise unenforceable (in whole or in
part) pursuant to applicable law by a court or other governmental authority having proper
jurisdiction and venue, the parties agree that: (i) any such court or governmental
authority making such determination shall have the power, and is hereby requested by the
parties, to reduce the scope or duration of such provision to the maximum permissible
under applicable law or to delete such provision to the extent it deems necessary to
render such provision enforceable; (ii) such reduction or deletion shall not impair or
otherwise affect the validity, legality or enforceability of the remaining provisions of
this Agreement, which shall be enforced as if the unenforceable provision were deleted or
so limited, in each case unless the deletion or limitation of the unenforceable term or
provision would impair the practical realization of the applicable partys principal
rights and benefits hereunder; and (iii) such determination and such reduction and/or
deletion shall not be binding on any court or other governmental authority not otherwise
bound to follow such conclusions pursuant to applicable law.

Section
9.        Successors and Assigns; Assignment; Intended Beneficiaries.    Whenever in
this Agreement reference is made to any person, such reference shall be deemed to include
the successors, assigns, heirs and legal Representatives of such person, and, without
limiting the generality of the foregoing, all representations, warranties, covenants and
other agreements made by or on behalf of the Employee in this Agreement shall inure to the
benefit of the successors and assigns of the Company and the SPAR Affiliates;
provided, however, that nothing herein shall be deemed to authorize
or permit the Employee to assign any rights or obligations under this Agreement to any
other person, and the Employee agrees to not make any such

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assignment.Without limiting the generality of the foregoing, the Employee acknowledges and
          agrees that the Company may pledge this Agreement and all rights and interest
          arising hereunder to one or more lender(s), such lender(s) shall be entitled
          upon default to enforce any and all of the rights, powers, privileges, remedies
          and interests of the Company as so assigned in accordance with the this
          Agreement, the applicable loan documents and applicable law, and such lender(s)
          shall not be responsible or liable for any of the acts, omissions, duties,
          liabilities or obligations of the Company hereunder or otherwise. The
          representations, agreements and other terms and provisions of this Agreement are
          for the exclusive benefit of the Parties hereto and the SPAR Affiliates, and,
          except as otherwise expressly provided herein, no other person shall have any
          right or claim against any Party by reason of any of those provisions or be
          entitled to enforce any of those provisions against any Party. The provisions of
          this Agreement are expressly intended to benefit each of the members of the SPAR
          Group, who may enforce any such provisions directly, irrespective of whether the
          Company participates in such enforcement. However, no SPAR Affiliate shall have,
          or shall be deemed or construed to have, any obligation or liability to the
          Employee under this Agreement or otherwise.

Section
10.        Survival of Agreements, Etc.    Each
of the representations and warranties (as of the date(s) made or deemed made), covenants,
waivers, releases and other agreements and obligations of each Party contained in this
Agreement: (a) shall be absolute, irrevocable and unconditional, irrespective of (among
other things) (i) the validity, legality, binding effect or enforceability of any of the
other terms and provisions of this Agreement or any other agreement (if any) between the
Parties, or (ii) any other act, circumstance or other event described in this Section;
(b) shall survive and remain and continue in full force and effect in accordance with
their respective terms and provisions following and without regard to (i) the execution
and delivery of this Agreement and each other agreement (if any) between the Parties and
the performance of any obligation of such Party hereunder or thereunder, (ii) any waiver,
modification, amendment or restatement of any other term or provision of this Agreement
or any other agreement (if any) between the Parties (except as and to the extent
expressly modified by the terms and provisions of any such waiver, modification,
amendment or restatement), (iii) any full, partial or non-exercise of any of the rights,
powers, privileges, remedies and interests of a Party or any SPAR Affiliate under this
Agreement, any other agreement (if any) between the Parties or applicable law against
such other Party or any other person or with respect to any obligation of such Party,
which exercise or enforcement may be delayed, discontinued or otherwise not pursued or
exhausted for any or no reason whatsoever, or which may be waived, omitted or otherwise
not exercised or enforced (whether intentionally or otherwise), (iv) any extension, stay,
moratorium or statute of limitations or similar time constraint under any applicable law,
(v) any pledge, assignment, sale, conveyance or other transfer by the Company (in whole
or in part) to any other person of this Agreement or any other agreement (if any) between
the Parties or any one or more of the rights, powers, privileges, remedies or interests
of the Company therein, (vi) any act or omission on the part of the Company, any SPAR
Affiliate, any of their respective Representatives or any other person, (vii) any
termination or other departure of the Employee from his or her employment, whether for
cause or otherwise, or any dispute involving any aspect of such employment; or (viii) any
other act, event, or circumstance that otherwise might constitute a legal or equitable
counterclaim, defense or discharge of a contracting party, co-obligor, guarantor, pledgor
or surety; ineachcase without notice to or further assent from the
Employee or any other person (except for such notices or consents as may be expressly
required to be given to such Party under this Agreement or any other agreement (if any)
between the Parties); (c) shall not be subject to any defense, counterclaim, setoff,
right of recoupment, abatement, reduction or other claim or determination that the
Employee may have against the Company, any SPAR Affiliate, any of their respective
Representatives or any other person; (d) shall not be diminished or qualified by the
death, disability, dissolution, reorganization, insolvency, bankruptcy, custodianship or
receivership of Party or any other person, or the inability of any of them to pay its
debts or perform or otherwise satisfy its obligations as they become due for any reason
whatsoever; and (e) with respect to any provision expressly limited to a period of time,
shall remain and continue in full force and effect (i) through the specific time
period(s) and (ii) thereafter with respect to events or circumstances occurring prior to
the end of such time period(s).

Section
11.        No Waiver by Action, Cumulative Rights, Etc.    Any waiver or consent from
a Party respecting any provision of this Agreement shall be effective only in the
specific instance for which given and shall not be deemed, regardless of frequency given,
to be a further or continuing waiver or consent. The failure or delay of a Party at any
time to require performance of, or to exercise or enforce its rights or remedies with
respect to, any provision of this Agreement shall not affect the Partys right at a
later time to exercise or enforce any such provision. Any acceptance by or on behalf of a
Party of any partial or late payment, reimbursement or performance of any obligation of
the other Party shall not constitute a satisfaction or waiver of the obligation of such
other Party then due or the resulting default, and any acceptance by or on behalf of a
Party of any payment, reimbursement or performance of any obligation of such other Party
during the continuance of any default under this Agreement or any other agreement (if
any) between the Parties shall not constitute a waiver or cure thereof, and a Party or
its designee may accept or reject any such payment, reimbursement or performance without
affecting any of its rights, powers, privileges, remedies and other interests under this
Agreement, other agreements (if any) between the Parties and applicable law. No notice to
or demand on a Party shall entitle such Party to any other or notice or demand in similar
or other circumstances. All rights, remedies and other interests of the Parties and the
SPAR Affiliates hereunder are cumulative and not alternatives, and they are in addition
to (and shall not limit) any other right, remedy or other interest of the Employee under
this Agreement or the Company or any SPAR Affiliate under this Agreement, the rules,
policies or procedures of the Company or applicable law.

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Section
12.        Counterparts; New York Governing Law; Amendments,    This Agreement shall
be effective as of the date written below when executed by the Parties. This Agreement may
have been executed in two or more counterpart copies of the entire document or signatures
pages hereto, any of which may have been delivered by telecopy, pdf or other electronic
means, and all of which, when taken together, shall constitute a single agreement binding
upon all of the Parties hereto. This Agreement and all other aspects of the
Employees employment shall be governed by and construed in accordance with the
applicable laws pertaining in the State of New York, other than those conflict of law
rules that would defer to the substantive laws of another jurisdiction. Each and every
modification and amendment of this Agreement shall be in writing and signed by all of the
Parties hereto, and each and every waiver of, or consent to any departure from, any
representation, warranty, covenant or other provision of this Agreement shall be in
writing and signed by each affected Party hereto.

Section
13.        Waiver of Jury Trial; All Waivers Knowing, Intentional, Etc.    In any
action, suit or proceeding in any jurisdiction brought against the Employee by the Company
or any SPAR Affiliate, or vice versa, each Party hereby absolutely, unconditionally,
irrevocably and expressly waives forever trial by jury. This waiver of jury trial by the
Parties, and each other waiver, release, relinquishment or similar surrender of rights
(however expressed) made by a Party in this Agreement, has been absolutely,
unconditionally, irrevocably, knowingly and intentionally made by such Party.

Section
14.        Entire Agreement.    No Party or Representative of such Party has
made, accepted or acknowledged any representation, warranty, promise, assurance,
agreement, obligation or understanding (oral or otherwise) to, with or for the benefit of
the other Party with respect to the matters contained in this Agreement other than as
expressly set forth herein. This Agreement contains the entire agreement of the Parties,
and supersedes and completely replaces all prior and other communications, discussions and
other representations, warranties, promises, assurances, agreements (including, without
limitation, any previously existing Change in Control Severance Agreement or other
severance agreement or arrangement of the Employee with the Company or any of its
subsidiaries) and understandings (oral or otherwise) between the Parties, with respect to
the matters contained in this Agreement.

In
Witness Whereof, the Parties hereto have executed and delivered this Agreement as of
the last date written below:

|COMPANY:SPAR Group, Inc.
By: /s/ Robert G. Brown
            [Officer's Signature]
Company's Current Address:SPAR Group, Inc.
555 White Plains Road, Suite 250
Tarrytown, New York 10591
Dated as of: March 30, 2007 | EMPLOYEE:/s/ Patricia Franco
            [Employee's Signature]Patricia Franco
[Employee's Name Please Type or Print]
Employee's Current Address: SPAR Group, Inc.
555 White Plains Road, Suite 250
Tarrytown, New York 10591
Dated as of: March 30, 2007
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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