JOINT VENTURE AGREEMENT

This Joint Venture Agreement is made as of this 26th day of March 2004

By and Between

Solutions Integrated Marketing Services Ltd, a company incorporated and existing
under the [Indian]  Companies Act, 1956, and having its registered office at 3rd
Floor,  Chandra Bhawan 67-68, Nehru Place, New Delhi, India, 110019 (hereinafter
called "SOLUTIONS"),

And

SPAR Group  International,  Inc. a company organized and existing under the laws
of the State of Nevada,  having its  principal  place of  business  at 580 White
Plains Road, Tarrytown, NY, USA (hereinafter called "SPAR"),

                                WITNESSETH THAT:

WHEREAS:

1.       SOLUTIONS is an integrated  marketing-services company offering a broad
         range of  marketing.  & sales  support  services  to a large  number of
         clients, in India, South Asia, ASEAN & other markets.  Retail solutions
         & merchandising  services are part of this broad portfolio of services,
         and SOLUTIONS  knowledge as well as human resources with respect to the
         retailing businesses in India;

2.       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;

3.       In pursuance of the Statement of Understanding recorded on December 22,
         2003,  the Parties now intend to establish  and develop a joint venture
         company  in  India to  undertake  the  business  of  conducting  retail
         solutions businesses in the Territory (hereinafter defined); and

4.       The Parties are desirous of recording  inter alia their  intention  and
         agreement as regards the  establishment  of the proposed  joint venture
         company under the name and style "SPAR Solutions India Private Limited"
         ("Company"),   it's   management   and  capital   structure,   and  the
         responsibilities  to be undertaken by each party in connection with the
         formation and operation of the said Company.

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

I.       In this Agreement each of the following  expressions,  unless repugnant
         to the context, shall have the meaning hereinbelow assigned:
<PAGE>


         "Act" shall mean the  [Indian]  Companies  Act,  1956 and the rules and
         regulations  made  thereunder  and  shall  include  any  re-enactment's
         thereof,  amendments and or modifications thereto for the time being in
         force.

         "Affiliate"  means,  with respect to either Party or any third  Person,
         any other Person  which,  directly or  indirectly,  through one or more
         intermediaries,  controls, is controlled by, or is under common control
         with,  such  Party.  The term  "control"  means  the  power to vote ten
         percent (10%) or more of the securities or other equity  interests of a
         Person having ordinary  voting power,  or the  possession,  directly or
         indirectly,  of any other power to direct or cause the direction of the
         management  and  policies of a Person,  whether  through  ownership  of
         voting securities, by contract or otherwise.

         "Agreed  Form" shall mean in the  context of any  document a version of
         such document as mutually agreed to and initialed by both Parties.

         "Agreement" or "this Agreement" shall mean this Joint Venture Agreement
         as amended,  modified or  supplemented by the Parties hereto in writing
         from time to time.

         "Approval(s)"  shall mean all  authorisations,  approvals,  clearances,
         permissions,  consents,  validations,   confirmations,   licenses,  and
         exemptions  of,  registrations  and  filings  with and  reports  to any
         central,  state, municipal or local authority, or political subdivision
         thereof,  and  any  government  or  any  person  exercising  executive,
         legislative, regulatory or administrative functions of or pertaining to
         government,  and any  corporation  or other entity owned or controlled,
         through  stock  or  capital  ownership  or  otherwise,  by  any  of the
         foregoing ,required to be obtained in order to implement the provisions
         of this Agreement.

         "Board" or "Board of  Directors"  shall mean the board of  directors of
         the Company, as reconstituted from time to time.

         "Business" shall have the meaning assigned to it in Article 2 below.

         "Company"  means an Indian company to be  incorporated  by the Parties,
         for the purpose of  implementation of the joint venture project of SPAR
         and ,SOLUTIONS,  under the name and style "SPAR Solutions India Private
         Limited"  or such other name as may be  approved  by the  Registrar  of
         Companies, Delhi & Haryana.

         "Closing Date" shall have the meaning set forth in Article 5.3 below.

         "Deed of  Adherence"  means the deed or  instrument  to be entered into
         between a transferor Shareholder and a transferee of Shares whereby the
         transferee  agrees  to  adhere  to and be  bound  by the  terms of this
         Agreement.

         "Effective Date" shall have the meaning assigned to it in Article 31 of
         this Agreement.

         "Governmental   Body"   shall  mean  any  court  or   tribunal  in  any
         jurisdiction  or any public,  governmental,  legislative  or regulatory
         body, agency, department,  commission, board, bureau or other authority
         or instrumentality.

                                       2
<PAGE>

         "Party" and "Parties" shall mean SOLUTIONS and SPAR,  individually  and
         collectively as the context may require.

         "Person" means an individual,  corporation,  limited liability company,
         partnership,  association,  trust, business trust, joint venture, joint
         stock company,  pool,  syndicate,  sole proprietorship,  unincorporated
         organization,  Governmental  Body or  other  form of  entity  or  group
         thereof.

         "Security  Interests"  means and includes any interest or equity of any
         person,  authority  or  body  (including,   without  prejudice  to  the
         generality of the foregoing,  any right to acquire,  option or right of
         pre-emption,  or  requirement  for  consent) or any  mortgage,  charge,
         pledge,  lien,  or  assignment  or any other  encumbrance,  priority or
         security  interest over or in the relevant  property or  arrangement of
         whatsoever  nature which restrict or affect  negatively  the value,  or
         impedes or restricts the right to enjoy such property.

         "Share"  means an equity  share of the  Company of face value of Rupees
         10/- each issued by the Company from time to time.

         "Shareholder" means a holder of Shares of the Company and registered in
         the Register of Members of the Company.

         "Territory"  shall mean the  geographical  territory  and extent of the
         Republic of India.

         "Transfer"  means the disposal of any interest in the Shares  including
         by way of  sale or  assignment  or the  grant  or the  creation  of any
         Security  Interest  over,  including any option or right of pre-emption
         over the Shares or the  mortgage  of,  creation  of charge  over or the
         subjecting of the Shares to an encumbrance.

II.      Unless otherwise stated or unless the context  otherwise  requires,  in
         this Agreement:

         (a)      Headings  are for  convenience  only and shall not  affect its
                  interpretation.

         (b)      References  to  the  Agreement   shall  mean  and  include  an
                  appropriate  reference to the schedules,  exhibits and annexes
                  hereto.

         (c)      References  to statutes  shall be a reference to the statutory
                  enactment's,  rules and regulations  (as modified,  amended or
                  re-enacted as of the appropriate date) in force.

                       CHAPTER 1: FORMATION OF THE COMPANY

Article 1.        Establishment of the Company

(a)      Promptly after the Effective Date of this Agreement, SOLUTIONS shall be
         responsible  for  incorporation  of the  Company  as a private  limited
         company in the State of Delhi under the provisions of the Act.

                                       3
<PAGE>

         (i)      For  the  purposes  of  incorporation  of  the  said  Company,
                  SOLUTIONS   shall   nominate  two  resident   Indians  as  the
                  subscribers  to the  Memorandum and Articles of Association of
                  the Company and shall  subscribe to a minimum of 10,000 equity
                  Shares in order to comply with the minimum  paid up capital of
                  Rs. 1,00,000/(Rupees One Lakh Only) prescribed under the Act.

         (ii)     The nominees of SOLUTIONS  shall be the first Directors of the
                  Company.

         (iii)    The Company  will be  incorporated  with an  authorised  share
                  capital of Rs.  50,00,000/-  (Rupees Fifty Lakhs Only) divided
                  into  5,00,000  Shares  (Five  Lakhs Only) of par value of Rs.
                  10/-  (Rupees  Ten  Only)  each.  Upon  incorporation  of  the
                  Company,  the Parties  shall cause the Company to enter into a
                  deed or  instrument in the nature of a deed of adherence to be
                  executed  by the Company in Agreed  Form  (attached  hereto as
                  Exhibit A) to evidence its agreement to adhere to and be bound
                  by  the  terms  hereof.  It is  agreed  that  the  process  of
                  incorporation  of the Company shall be initiated no later than
                  15 days  from the  Effective  Date  and  SOLUTIONS  shall  use
                  reasonable  endeavours to complete the  incorporation  process
                  within 60 days of the  Effective  Date. It is agreed that SPAR
                  will provide and render all  assistance  as may be required by
                  SOLUTIONS  for  the  purposes  of  incorporation  of the  said
                  Company.

(b)      The  Company  shall be  incorporated  under  the name and  style  "SPAR
         Solutions India Private Limited" (or such other name as may be approved
         by the Registrar of  Companies,  Delhi & Haryana) and shall conduct its
         Business operations under such name. However, it is clarified that such
         name is  suggestive  and that in the event,  for any reason the Company
         cannot be  incorporated  with such a name,  this shall not  entitle any
         Party hereto to resile from its obligations under this Agreement and in
         such an event the Parties  shall  endeavour  to agree upon another name
         for the Company.

(c)      The main  objects  included in the  Memorandum  of  Association  of the
         Company will be such that the Company shall be entitled to carry on the
         Business.  The  Parties  shall at all  times  mutually  agree  upon any
         modifications or amendments to the Memorandum of Association and/or the
         Articles  of  Association  of the  Company  which are  contrary to or a
         change in the terms of this Agreement.  In case of any conflict between
         this  Agreement  and the  Memorandum  of  Association  and  Articles of
         Association  of the Company,  the  provisions of this  Agreement  shall
         prevail as between SOLUTIONS and SPAR.

         Upon incorporation of the Company, and upon fulfillment of the terms of
         Article  5.2  hereof,  a Board  Meeting  of the  Company  shall be held
         whereat in particular the Board of Directors shall:

         (i)      approve the  allotment  of Shares to SPAR such that SPAR holds
                  51% of the entire Share capital of the Company;

         (ii)     approve  the  transfer of Shares  held by the  subscribers  to
                  SOLUTIONS  and also  approve the  allotment  of such number of
                  Shares as would be  necessary to ensure that  SOLUTIONS  holds
                  49% of the entire Share capital of the Company;

                                       4
<PAGE>


         (iii)    appoint the  nominees of SPAR on the Board of Directors of the
                  Company;

         (iv)     take on  record  the terms of this  Agreement  and the deed of
                  adherence  to be  executed  by the  Company in the Agreed Form
                  attached to this Agreement to evidence the Company's agreement
                  to adhere to and be bound by the terms of this  Agreement  and
                  authorise a representative  of the Company to execute the said
                  deed of adherence; and

         (v)      shall  take  necessary  steps  to  call  for an  extraordinary
                  general meeting of the Shareholders to adopt the memorandum of
                  association and articles of association of the Company amended
                  to  reflect   the   provisions   of  this   Agreement   (being
                  substantially in the form attached hereto as Exhibit A).

All expenses for the setting up and incorporation of the Company will be paid by
the  Company.   Upon   incorporation   the  said  Company  shall  reimburse  all
incorporation  expenses to SOLUTIONS.  If this Agreement is not consummated each
Party shall pay its own costs.

Article 2.        Business Purpose

The Business of the Company shall consist of the following:

1.       Provide  retail  i.e.  instore  merchandising  services  in relation to
         setting up and merchandising of retail stores;

2.       Agency,  assistance,  instruction  and  report  of  instore  or  retail
         merchandising activities;

3.       Implementation  of market  research and  analysis (of results  thereof)
         pertaining  to retail  merchandising;

4.       Assembly  of setups used for retail merchandising;

5.       Consulting regarding store management;

6.       Development   and   sale  of   management   system   regarding   retail
         merchandising;

7.       Designing and sale of database pertaining to retail merchandising; and

Article 3.        Memorandum of Association and Articles of Association

Upon  incorporation  of the Company and upon fulfillment of the terms of Article
5.2 hereof,  the Parties hereby undertake to take all necessary  actions to give
effect to the Agreed Form of the Memorandum of  Association  and the Articles of
Association  of the Company  amended to reflect the provisions of this Agreement
(attached hereto as Exhibit B).

Article 4.        Conditions to Subscription.

4.1.     Conditions Precedent: Each of the following is a condition precedent to
         the  obligation  of each of SPAR and  SOLUTIONS  to  subscribe  for the
         Shares of the Company as described in Article 5.1

                                       5
<PAGE>

         (a)      the  execution  of a License  Agreement  between  SPAR and the
                  Company in the  Agreed  Form  attached  hereto as Exhibit C in
                  terms  whereof  SPAR shall be obliged to  localize  and set up
                  software  provided  by SPAR to work in India,  consult  on the
                  organisation of  merchandising  services,  train the Company's
                  personnel  in how to operate the  merchandising  software  and
                  give advice on budgeting and development of each business plan
                  (the "License Agreement");

         (b)      the execution of a User  Agreement  between  SOLUTIONS and the
                  Company in the Agreed  Form  attached  hereto as Exhibit D for
                  the provision of office space,  facilities and services to the
                  Company ("User Agreement");

         (c)      to the extent  required,  receipt of all regulatory  Approvals
                  whether  from the  Government  of India  through  the  Foreign
                  Investment   Promotion   Board/   Secretariat  for  Industrial
                  Assistance   or  the  Reserve  Bank  of  India  or  any  other
                  Governmental  Body, as may be required for the consummation of
                  the transactions contemplated hereunder;

         (d)      Passing  of a  resolution  by the  Board of  Directors  of the
                  Company  for issue of the Shares in the manner as  detailed in
                  Article 5 hereunder.

         Each  Party  agrees  to  notify  the other  Party  that the  conditions
         precedent set forth in this  aforesaid  Article have been  satisfied or
         waived in accordance with the provisions of this Agreement.

4.2.     Failure to Satisfy Conditions.  In the event that all of the conditions
         precedent  set forth in Article 4.1 are not satisfied or waived (to the
         extent waivable) to the mutual satisfaction of SOLUTIONS and SPAR on or
         before May 30,  2004,  either  Party shall have the right to  terminate
         this Agreement by giving  written  notice to the other Party.  Upon any
         such  termination,  this  Agreement  shall  be of no  further  force or
         effect, and neither Party shall have any further obligations hereunder,
         except that Article 30 and 36 and the Parties'  respective  obligations
         thereunder, shall survive any such termination.

Article 5.        Subscription and Issuance

5.1.     The initial issued,  subscribed and paid up equity Share capital of the
         Company shall be Indian Rupees Rs 36,76,000,  which shall be subscribed
         to and held as follows:

<TABLE>
<CAPTION>
                   Party                 Percentage                  Number                Equity capital
                                          Ownership                of Shares                (in Rupees)
<S>                                        <C>                    <C>                      <C>
           SPAR                                 51%                    187476                Rs 18,74,760
           SOLUTIONS                            49%                    180124                Rs 18,01,240
           TOTAL                               100%                    367600                     3676000
</TABLE>

5.2.     For the purposes. of this Agreement and in order to enable the issuance
         of the number of fully paid  Shares  referred  to in Article 5.1 by the
         Company to SPAR and  SOLUTIONS,  promptly  after all of the  conditions
         precedent  set forth in  Article  4.1 are  satisfied  or waived (to the
         extent waivable) to the mutual  satisfaction of SOLUTIONS and SPAR, and
         not more than thirty (30) days thereafter:

                                       6
<PAGE>

         (a)      SPAR shall be obliged to pay into the account of the  Company,
                  as payment  towards Share  subscription  a sum of Rs 18,74,760
                  (Indian  Rupees  Eighteen  Lakhs Seventy Four  Thousand  Seven
                  Hundred and Sixty Only) ("SPAR Subscription Amount"); and

         (b)      SOLUTIONS  shall be  obliged  to pay into the  account  of the
                  Company  as payment  towards  Share  subscription  a sum of Rs
                  18,01,240  (Indian  Rupees  Eighteen  Lakhs One  Thousand  Two
                  Hundred and Forty Only) ("Solutions Subscription Amount").

         In  the  event  one  of the  Parties  does  not  pay  their  respective
         subscription  amount,  within  twenty  four  hours of the expiry of the
         aforesaid  thirty (30) days and the other Party has paid its respective
         subscription  amount,  the Company shall within a reasonable  period of
         time and subject to receipt of requisite  Approvals if any,  return the
         respective  subscription  amount  received from such Party who has made
         the payment and this Agreement shall stand terminated.  In the event of
         such  termination of this Agreement,  SOLUTIONS  and/or SPAR shall take
         all such steps as may be necessary to wind up the Company in accordance
         with the  provisions of the Act or  alternately  take all such steps as
         may be necessary to change tl1e name of the Company in accordance  with
         the Act,  such that the name of the Company does not include  reference
         to SPAR or SOLUTIONS as the case may be.

5.3.     The  Parties  agree  that  within  twenty  four hours of receipt by the
         Company  of  both  the  SPAR  Subscription  Amount  and  the  Solutions
         Subscription  Amount, the Company shall  simultaneously issue and allot
         to SPAR and SOLUTIONS the number of Shares  referred to in Article 5.1.
         The date on which such  allotment  occurs shall be the "Closing  Date".
         Upon such issue and allotment of the Shares of the Company,  SPAR shall
         hold Shares representing 51% of the paid up equity Share capital of the
         Company  and  SOLUTIONS  shall  hold  49% of the paid up  equity  Share
         capital of the Company. In addition,  the Parties shall ensure that the
         Company  makes  all such  filings  and  satisfies  all  such  reporting
         requirements  as may be  necessary  in  terms of the  Foreign  Exchange
         Management Act, 1999 and the  Regulations  issued  thereunder,  and the
         Act, in a timely manner;

         On the  Closing  Date,  the issued  and  paid-up  Share  capital of the
         Company  shall  be Rs  36,76,000/-  (Indian  Rupee  equivalent  of  USD
         75,000)/- divided into 367600 Shares of face value of Rupees 10 each.

Article 6A        Representations and Warranties and Indemnification

1.       Representations  and  Warranties of SPAR:  SPAR hereby  represents  and
         warrants that:

         (a)      SPAR is a company duly  incorporated  and validly  existing in
                  good  standing  under laws of Nevada and it has the  corporate
                  power to own its  property and to carry on its business as now
                  being conducted.

         (b)      SPAR  has  full  power  and   authority  to  enter  into  this
                  Agreement,  to subscribe to, purchase and own the Shares so as
                  to have a 51% percentage  ownership of the

                                       7
<PAGE>

                  outstanding  equity  Shares of the  Company and to perform its
                  other obligations under this Agreement, all of which have been
                  duly authorized by all proper and necessary  corporate  action
                  by SPAR. No consent or approval of  stockholders or consent or
                  approval  of,  notice  to  or  filing  with  any  governmental
                  authority  is  required  as a  condition  to the  validity  or
                  enforceability of this Agreement as to SPAR.

         (c)      This  Agreement  constitutes  the  valid and  legally  binding
                  agreement of SPAR enforceable in accordance with its terms.

         (d)      There are no  provisions  of its  memorandum  of  association,
                  articles of association or other organizational documents, and
                  no  proceedings  pending  or  threatened  before  any court or
                  governmental or administrative  agency,  that would reasonably
                  be expected to affect the validity or  enforceability  of this
                  Agreement as to SPAR or that would  reasonably  be expected to
                  materially   adversely  affect  the  financial   condition  or
                  operations of SPAR.

         (e)      SPAR is not a party to or  otherwise  bound by any contract or
                  agreement  which  in  any  manner  would  prohibit  SPAR  from
                  subscribing to or owning its 51%  percentage  ownership in the
                  Company or performing any of its other  obligations under this
                  Agreement.

2.       Representations   and   Warranties  of  SOLUTIONS:   SOLUTIONS   hereby
         represents and warrants that:

         (a)      SOLUTIONS is a corporation duly organized and validly existing
                  in  good  standing  under  the  laws of  India  and it has the
                  corporate  power  to own  its  property  and to  carry  on its
                  business as now being conducted.

         (b)      SOLUTIONS  has full  power and  authority  to enter  into this
                  Agreement,  to subscribe to,  purchase and own Shares so as to
                  have a 49% percentage  ownership of the outstanding  Shares of
                  the Company and to perform  its other  obligations  under this
                  Agreement,  all of which  have  been  duly  authorized  by all
                  proper and necessary corporate action by SOLUTIONS. No consent
                  or approval of  stockholders or consent or approval of, notice
                  to or filing with any governmental  authority is required as a
                  condition to the validity or  enforceability of this Agreement
                  as to SOLUTIONS.

         (c)      This  Agreement  constitutes  the  valid and  legally  binding
                  agreement  of SOLUTIONS  enforceable  in  accordance  with its
                  terms.

         (d)      There are no provisions of its organizational  documents,  and
                  no  proceedings  pending  or  threatened  before  any court or
                  governmental or administrative  agency,  that would reasonably
                  be expected to affect the validity or  enforceability  of this
                  Agreement as to SOLUTIONS or that would reasonably be expected
                  to  materially  adversely  affect the  financial  condition or
                  operations of SOLUTIONS.

                                       8
<PAGE>

         (e)      SOLUTIONS is not a party to or otherwise bound by any contract
                  or  agreement  which in any manner would  prohibit  SOLUTIONS.
                  from subscribing to or owning its 49% percentage  ownership in
                  the Company or performing any of its other  obligations  under
                  this Agreement.

3.       Indemnification

         (a)      A Shareholder ("Indemnifying Shareholder") shall indemnify and
                  hold  harmless  the  other   Shareholder   (the   "Indemnified
                  Shareholder"),   their  nominee  Directors  on  the  Board  of
                  Directors  of the Company  from and against any and all costs,
                  losses, claims, damages and liabilities,  including reasonable
                  attorneys' fees,  incurred by the Indemnified  Shareholders or
                  such other Persons,  arising out of (i) any  representation or
                  warranty  of  the  Indemnifying  Shareholder  hereunder  being
                  untrue or incorrect and/or (ii) the Indemnifying Shareholder's
                  failure  to  comply  with any of its  obligations  under  this
                  Agreement including the other terms,  conditions or agreements
                  contained herein.

         (b)      The Company,  to the extent permitted by applicable law, shall
                  indemnify  and hold harmless  each  relevant  Shareholder  and
                  their  nominee  Directors  on the  Board of  Directors  of the
                  Company  (each an  "Indemnified  Person") from and against any
                  and  all  costs,  losses,  claims,  damages  and  liabilities,
                  including   reasonable   attorneys'  fees,  incurred  by  such
                  Indemnified  Person or to which such Indemnified Person may be
                  subject  arising out of or in connection with any legal action
                  (and the  defense  thereof)  commenced  as a result  of, or in
                  connection  with or arising  out of the  Indemnified  Person's
                  actions or position with respect to the Company, except to the
                  extent of the fraud, gross negligence or willful misconduct of
                  the Indemnified Person.

If an  Indemnified  Shareholder  makes a claim  under  this  Article  6A (3) for
payment or  reimbursement  of  expenses,  the same  shall be paid or  reimbursed
promptly upon receipt of appropriate documentation relating thereto and shall be
paid in full by the Party to whom the claim is made.

Article 6B        Additional Fund Requirements

Additional  fund  requirements of the Company in excess of the Share capital may
be met either through:

         (i)      the cash flow from time to time of the Company;

         (ii)     the  borrowings  facilities  which  the  Company  has from all
                  sources  including  from one or more  Shareholders  or through
                  borrowings from such reputable financial institutions or banks
                  as the Board of  Directors  may from  time to time  determine;
                  provided, however, the Company shall not raise funds through a
                  stock market  transaction  unless SPAR and SOLUTIONS  mutually
                  agree to do so.

         (iii)    the issue of such additional securities as are permitted under
                  the  Act  (including  additional  equity  Shares,  subject  to
                  Article 10.2 hereof).

                                       9
<PAGE>

         Notwithstanding  the foregoing the Parties as  Shareholders  may decide
         that any monies  referred to above may be made available to the Company
         in such other manner as may be agreed between them.

         It is  understood  that  and it is a term of this  Agreement  that  any
         borrowings  by the  Company  shall  always  be  consistent  with  sound
         financial policies.

                   CHAPTER II: GENERAL MEETING OF SHAREHOLDERS

Article 7.        Annual and Extraordinary General Meeting

Annual General Meeting: Subject to the provisions of the Act and the Articles of
Association of the Company,  the Annual General  Meeting of the  Shareholders of
the Company  shall be convened by a resolution  of the Board of Directors of the
Company and held at the registered office of the Company. The Company shall hold
in each  year in  addition  to any other  meetings  of the  Shareholders  of the
Company, a general meeting as its "Annual General Meeting" and shall specify the
meeting as such in the notice  calling it. The Parties agree and undertake  that
they shall exercise their voting rights at meetings of the  Shareholders in such
a manner so as to ensure that the provisions of this Agreement are upheld.

Extraordinary  General  Meeting:  Subject to the  provisions  of the Act and the
Articles of Association of the Company, an Extraordinary  General Meeting of the
Company  shall be  convened by a  resolution  of the Board of  Directors  of the
Company whenever deemed necessary. Such meetings shall be held upon the issuance
of a  notice  in  this  behalf,  which  written  notice  shall  be  as  per  the
requirements  under  the Act and  shall be held  with at  least 21 days  notice,
provided that shorter  notice may be given with the consent of the  Shareholders
of the Company.

Article 8.        Quorum

The quorum  for the  General  Meetings  of  Shareholders  of the  Company  shall
constitute  of at  least  one  duly  appointed  representative  each of SPAR and
SOLUTIONS.  No business  shall be transacted at any General  Meeting  unless the
requisite quorum is present.

Article 9.        Resolution

Except as expressly  otherwise  provided in the Act,  including  any  subsequent
legislation  substituting  the same,  this Agreement and all  resolutions of the
General  Meeting  of  Shareholders  of  the  Company  shall  be  adopted  by the
affirmative vote of the Shareholders holding a majority of the Shares present or
represented at meeting for which there is quorum.

Article 10.       Important Matters

Any  resolution  on  the  following  matters  by  the  General  Meeting  of  the
Shareholders  of the  Company  shall  require the  affirmative  vote of at least
three-fourths of the votes of the Shareholders present:

1.       Any  amendment  or  modification  of the  Memorandum  and  Articles  of
         Association of the Company;

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<PAGE>

2.       Increase or decrease in the authorized capital or paid-up Share capital
         of the Company beyond the limit specified in Article 5.1 hereinabove;

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 on Article29);

4.       Issuance of debentures;

5.       Transfer  of any part or whole of Business of the Company or any change
         in the Business of the Company;

6.       Any and all matters relating to dividends of the Company;

7.       Dissolution, voluntary winding up or amalgamation of the Company;

8.       Change in number or length of tenure of  Directors  on the Board of the
         Company;

9.       Investment in other companies by the Company.

                   CHAPTER IV: BOARD OF DIRECTORS AND OFFICERS

Article 11.       Appointment of Board of Directors of the Company

The Board of Directors of the Company shall consist of four (4)  Directors;  two
(2) of whom shall be nominated by SPAR and two (2) of whom shall be nominated by
SOLUTIONS. In case of any increase or decrease in the total number of Directors,
the  representation  stipulated  above shall be  unchanged  and  pro-rata at all
times. The Directors shall not be entitled to receive any compensation.

The  Chairman of the Board of Directors of the Company for the first three years
from the Closing  Date shall be a nominee of  SOLUTIONS.  In case of equality of
votes, the Chairman shall not have a second/ casting vote.

The  management  of the Company  shall vest with the Board of Directors  and all
decisions at the Board shall be by way of majority vote.  The nominee  Directors
of either Party shall hold office at the pleasure of their respective nominators
and shall be subject to removal by their respective nominating Party. Each Party
agrees to vote for  appointment  or removal of a Director who has been nominated
by the other Party, upon request of the other Party.

In the event the  Company  appoints a  Managing  Director  or a Chief  Executive
Officer ("CEO") or a Chief Operating Officer ("COO"),  such Managing Director or
CEO or COO  shall  be a  nominee  of  SOLUTIONS  and  shall  be  subject  to the
superintendence  of the Board and shall have general  management  and control of
the affairs and business  (including  the Business) of the Company and shall see
that all orders and resolutions of the Board are carried into effect. The powers
of the Managing Director, CEO and COO shall be as set out in Exhibit E including
power to implement  or take any actions  pursuant to an approved  Business  plan
even where such actions are covered  under the  affirmative  vote matters  under
Article 16.

                                       11
<PAGE>

The Board shall appoint an Alternate Director to act for a Director (referred to
as the "Original  Director")  during his absence for a period of not less than 3
(three)  months from the state in which the meetings of the Board are ordinarily
held.  Either Party shall be entitled to nominate an  Alternate  Director to act
for its nominated  Original  Director.  The Parties hereto shall ensure that the
Board  appoints  only such persons to be the Alternate  Director,  who shall not
hold office for a period longer than that permitted to the Original Director.

All  nominations,   determinations   and  removals  of  Directors  and/or  their
alternates  shall  be by  notice  in  writing  signed  by  the  duly  authorized
officer/representative  of the Party  nominating,  determining  or removing such
Director and such notice shall be addressed to the Board,  and  delivered to the
Company at its registered office.

Any  casual  vacancy  in the  office  of a  Director  who is liable to retire by
rotation,  or for any other reason, may be filled by the Board provided however,
that if a  Director  whose  office  shall be so  vacated be a nominee of SPAR or
SOLUTIONS,  the  person to be  appointed  to fill such  vacancy  shall also be a
person  selected by SPAR or  SOLUTIONS as the case may be, and such person shall
hold office up to the date to which the  Director in whose place he is appointed
would have held office.

Article 12.       Appointment of Officers

Officers  of the  Company  in  terms  of the  provisions  of the  Act,  shall be
appointed by the Board of Directors and serve at their pleasure.

Article 13.       Office of Director

The term of  office of each  Director  shall  expire at the close of the  Annual
General Meeting.

Article 14.       Quorum

Each  Director  shall have one (1) voting right in the Board of  Directors.  The
quorum for a meeting of the Board shall be two  directors or 1/3rd  whichever is
greater  of the Board  for the time  being  and  there  shall be no such  quorum
present  unless  at  least  one  nominee  each of SPAR  and  SOLUTIONS  or their
Alternate Director(s), if any, are present. Provided that if within half an hour
from the time  appointed  for the meeting a quorum is not  present,  the meeting
shall  stand  adjourned  to the same day in the next  week at the same  time and
place and the Directors present at such meeting shall constitute the quorum. All
resolutions shall be adopted by majority of the votes of the Directors present.

Circular  resolutions  shall  be said to be  passed  only if,  of the  Directors
entitled to vote in respect of the said resolutions, a majority approve the said
resolution.

It is clarified  that the right to nominate the number of Directors  referred to
in this Article

(a)      shall  vest in SPAR so long as SPAR holds not less than 51% of the then
         existing equity share capital of the Company; and

                                       12
<PAGE>

(b)      shall vest in SOLUTIONS so long as SOLUTIONS holds not less than 49% of
         the then existing equity share capital of the Company.

         In the event either of SPAR or SOLUTIONS transfer the Shares registered
         in their  respective  names to a third party,  in accordance  with this
         Agreement,  then in such an event, the transferring Party shall procure
         that its nominees on the Board of Directors of the Company  resign from
         the Directorship of the Company.

         If on account of issue of additional  equity Shares as  contemplated in
         Article  6B  (iii)  and the  consequent  failure  of  either  Party  to
         subscribe and pay for such additional Shares, the relative shareholding
         of either Party is reduced then the following shall apply

         (i)      Where the  shareholding of a Party falls below 26% but is more
                  than 10% of the then  existing  equity  share  capital  of the
                  Company  then such Party shall be entitled to appoint only one
                  (1) Director to the Board and shall cause the. other Directors
                  nominated by it to resign.

         (ii)     Where the  shareholding  of either  Party falls below 10% such
                  Party shall not have the right to nominate a Director.

         Upon such resignation, the vacancy(ies) on the Board shall be filled in
         with a nominee(s) of the Party whose shareholding has not been diluted.

         It is clarified that in case of a Transfer of all its Shares by a Party
         to a third Person in accordance  with the provisions of this Agreement,
         contemporaneously  with such Transfer, the transferor Shareholder shall
         cause its  nominee  Directors  to resign  and upon  such  Transfer  the
         transferee  of the Shares  shall be entitled to appoint  such number of
         Directors  as  the  transferor  Shareholder  was  entitled  to  appoint
         immediately  prior to such  Transfer.  Thereafter  the  rights  of such
         transferee  shareholder shall be subject to the terms and conditions of
         this Agreement as applicable to the transferor Shareholder.

Article 15.       Meeting of the Board of Directors

The  meetings  of the Board of  Directors  shall be held  once in each  quarter.
Additional  meetings  of the Board shall be held when  necessary,  both of which
shall be convened in accordance  with the  provisions of the Act. At least seven
(7) days notice shall be given to each of the  directors  (and their  respective
alternates, if any) in respect of each meeting of the Board of Directors, at the
address  notified  from  time  to  time  by each  director  (and  alternate,  if
applicable)  to the Company.  Notice may be waived or a meeting may be called by
giving notice of less than seven (7) days with the consent of all the directors.
To the  extent  permitted  by  the  Act  and  the  Memorandum  and  Articles  of
Association   of  the   Company,   the  Board  may  meet  through  the  mode  of
teleconferences,   videoconference,   if  the  need  arises   provided  that  no
teleconference or videoconference shall be conducted unless written confirmation
for  participation by the requisite quorum of the Directors as required has been
received  prior to the  meetings  by such mode as  required  and such  Directors
record their  presence on the  commencement  of such  conference and also at the
termination  of it. The minutes of the meetings of the Board of  Directors  held
through  such  teleconferences,  videoconferences  shall  be  recorded  and  the
decisions  taken  during any such  meeting  shall be  recorded  in  writing  and
confirmed by all the  Directors  present for the said

                                       13
<PAGE>

meeting,  by circulation within the next three days of such meeting of the Board
of Directors and the foregoing shall constitute the Board's decision as if taken
by a resolution by circulation.

Article 16.       Important Matters

Any resolutions on the following matters by the Board of Directors  requires the
affirmative vote of one nominee each of SPAR and SOLUTIONS respectively:

1.       Any proposal to convene a General  Meeting of the  Shareholders  of the
         Company or action by the Board of Directors for the matters as provided
         in Article 10 hereof;

2.       Any investment or commitment of the Company in amounts  individually in
         excess of Indian Rupee  equivalent  of $100,000  (One hundred  thousand
         dollars)  or in the  aggregate  in  excess  of  $100,000  (One  hundred
         thousand dollars);

3.       Any loan or credit  taken by the  Company  in  excess  of Indian  Rupee
         equivalent of $100,000 (One hundred thousand dollars);

4.       Execution,  amendment or termination of agreements or commitments  with
         SPAR, SOLUTIONS or their subsidiaries or affiliates;

5.       Adoption or  amendment of the annual  budgets and Business  plan of the
         Company;

6.       Adoption  or  any  material   modification  of  major   regulations  or
         procedures, including any employee rules or handbook of the Company;

7.       Change of the statutory  auditors of the Company as provided in Article
         18(a);

8.       Initiating  or settling  any  litigation,  arbitration  or other formal
         dispute settlement  procedures or forgiveness of any obligation owed to
         the  Company  in excess  of  Indian  Rupee  equivalent  of one  hundred
         thousand dollars ($100,000);

9.       Approval  of  annual  closing  of the  books  of the  Company  and  the
         Company's  annual  financial  statements,  and  changing of  accounting
         policies and practices or the Company's accounting periods;

10.      Establishment or amendment to the conditions of employment of officers;

11.      No sale or  disposition  of or  granting a lien,  security  interest or
         similar  obligation  with  respect  to, in one or a series  of  related
         transactions  of the  Company or with  respect  to any major  strategic
         asset of the Company that is crucial to its business;

12.      Formation of any  subsidiary of the Company,  entry into (or subsequent
         termination of) any joint venture, partnership or similar agreements;

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 India.

                                       14
<PAGE>

                                CHAPTER V: AUDIT

Article 17.       Accounting Period

The accounting periods of the Company shall be from 1st day of January and shall
end on the 31st day of December of each year.

Article 18.       Statutory Auditors

(a)      A Statutory  Auditor shall be appointed by the Board of the Company and
         the Delhi office of the Indian  affiliate of Ernst & Young shall be the
         first Statutory Auditors of the Company ("Auditors");

(b)      The Board of  Directors  of the  Company  shall  appoint  the  internal
         auditors of the Company.  Such internal auditor of the Company shall be
         a firm nominated by SOLUTIONS in consultation with SPAR.

The cost of the statutory audit and the cost of the internal audit and tax audit
shall be borne by the Company.

Article 19.       Inspection of Accounting Records and Books

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

The Auditors shall audit the accounting records and books of the Company and any
other matters relating,  directly or indirectly,  to the financial  condition of
the Company.  Any fee for the certified  public  accountant  for  inspection and
audit mentioned above shall be borne by the Company. The 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 Territory.  All accounting records and books shall be kept ready for
inspection  by the  Parties  hereto or by their  authorized  representative.  If
requested by SPAR,  the Company shall  cooperate  with respect to each financial
period  to  provide  such  information  as  required  by SPAR to  reconcile  the
Company's  financial  statements with U.S. GAAP reporting  requirements of SPAR.
The costs associated with  preparation/reconciliation of accounts of the Company
as per U.S. GAAP shall be borne by the Company.

In addition, either Party may, at its discretion, and at its individual expense,
engage  accountants  (other than the  Auditors  referred to above) to conduct an
independent audit of the Company's books and records of account and its business
and  activities.  The  aforesaid  accountants  shall have the absolute  right on
behalf of such  Party to  examine,  inspect,  and copy the books and  records of
account of the Company during its normal business.

                                       15
<PAGE>

Article 20.       Increase of Capital

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

Article 21.       Dividend Payout

The  declaration  of  dividends  by the  Company in respect of its Shares  shall
always be consistent with sound financial  policy having regard to the financial
requirements  and cash  resources  of the  Company  and in  accordance  with the
provisions of the Act and other applicable statutory  provisions.  For the first
three years from the Closing Date and subject to the approval of the Board.

                         CHAPTER VI: TRANSFER OF SHARES

Article 22.       Restrictions on Transfer of Shares

(i)      Except as provided  in Article 23 hereof and subject to the  provisions
         of the Act  neither  Party  hereto  shall,  without  the prior  written
         consent of the other Party,  which  consent  shall not be  unreasonably
         withheld,  Transfer all or any part of its shares of the Company to any
         third Person.  In addition,  all Transfers shall be made subject to the
         requirement  that  the  transferee  enter  into  a  Deed  of  Adherence
         satisfactory to the non-transferring Shareholder(s).  Any Transfer made
         in  violation  of this  Article  22(i) shall be null and void,  and the
         Company shall not register such Transfer.

(ii)     Notwithstanding  the  restrictions  on  Transfer  contained  in Article
         22(i),  either Party may  transfer  the Shares to a majority  owned and
         controlled  Affiliate but subject to such Approvals as may be required,
         if any. In any such event,  it shall be a  condition  precedent  to the
         right of the transferring Party to transfer the Shares to its Affiliate
         that such Affiliate execute a Deed of Adherence which has been approved
         in writing  by each of the  nontransferring  Shareholders.  If any such
         transferee  Affiliate  ceases to be an  Affiliate  of the  transferring
         Party at any time  during the term of this  Agreement,  the  applicable
         Shares shall be transferred  back to the transferor Party or one of its
         Affiliates  on the same terms.  SOLUTIONS and SPAR agree to comply with
         all laws, rules and regulations, by-laws and requirements applicable to
         such  Transfer to a Party's  Affiliate  and to cause  their  respective
         representatives  on the Board of  Directors  of the  Company to vote in
         favor of such Transfer.

Article 23.       Right of First Refusal and Call Option

1.       Right of First Refusal:

(A)      After three (3) years from the Closing  Date,  if either  Party  hereto
         (hereinafter  called  "Selling  Party") wishes to transfer and sell all
         but not less than all of its Shares  ("Offered  Shares"),  the  Selling
         Party  shall  furnish to the other  Party  (hereinafter  called  "Other
         Party")  a written  notice of such  proposed  transfer  and sale  which
         notice will also  specify the offered  sale price and other major terms
         and conditions of such proposed sale;

                                       16
<PAGE>

         The Other Party shall have a right to purchase  such Offered  Shares at
         the price and on the terms  mentioned in the offer notice by giving the
         Selling Party a written notice of its intention to purchase the Offered
         Shares which sale and purchase  shall be completed  within  ninety (90)
         days from the receipt of Selling Party's offer notice.

         The Other  Party may by notice in writing  within the said period of 90
         days require the fair value of the Offered  Shares to be  determined by
         the internationally recognized Indian firm of chartered accountants and
         such determination shall be made within 30 days of the said request for
         fair valuation  being made and the Parties agree to co-operate for such
         determination.  Upon  determination  of the fair  value of the  Offered
         Shares, the Other Party shall be entitled to issue an acceptance notice
         agreeing to purchase the Offered Shares at the fair value so determined
         within  15 days from the date of such  determination.  In such an event
         such sale and purchase shall take place within 60 days from the date of
         such  determination  and the Other Party shall pay to the Selling Party
         the purchase  price,  and the Selling  Party shall deliver to the Other
         Party, share  certificates in original  representing all of the Offered
         Shares,  free and clear of any liens and duly executed  share  transfer
         forms.

(B)      In case no  acceptance  notice is received  from the Other Party or the
         sale and purchase of Offered Shares is not completed  within 90 days of
         the  receipt  of the  Seller's  offer  notice  or  within  60  days  of
         determination  of the fair value,  the Selling  Party may offer to sell
         such Offered  Shares to a third party upon the terms and conditions not
         less favourable than those described in its offer notice. Such sale and
         purchase  of the Offered  Shares to the third party shall be  completed
         within 60 days after the  expiry of the said 90 days or 60 days  period
         as the case may be and the third party  shall pay to the Selling  Party
         the purchase  price,  and the Selling  Party shall deliver to the third
         party, share  certificates in original  representing all of the Offered
         Shares,  free and clear of any liens and duly executed  share  transfer
         forms.

         Unless otherwise agreed by the Other Party in writing, all Transfers to
         the proposed  transferee  shall be made subject to the requirement that
         the proposed transferee enter into a Deed of Adherence with the Selling
         Party,  satisfactory to the Other Party, and the Other Party shall be a
         confirming  party  to such  Deed of  Adherence.  Any  Transfer  made in
         violation of this Article 23(1) shall be null and void, and the Company
         shall not register such Transfer. The Parties shall cooperate to effect
         the closing of such  purchase  and sale of the Shares of the Company in
         the manner and within the time periods specified above.

2.       Call  Option:  Within 30 days of the third  anniversary  of the Closing
         Date and thereafter  within 30 days of every subsequent  anniversary of
         the Closing  Date,  either Party  ("Purchasing  Party") may at any time
         make a written  offer to buy all of the other  Party's  Shares  ("Other
         Party") in the Company. The Purchasing Party shall furnish to the Other
         Party a written notice of such proposed purchase,  the offered purchase
         price and other major terms and  conditions of such proposed  purchase.
         The Other Party shall then, either accept the offer and sell all of its
         Shares  under  the  terms  and  conditions  offered,  or  in  its  sole
         discretion  offer to purchase  the  Purchasing  Party's  Shares on same
         terms and conditions.  If the Other Party does not respond to the offer
         within one hundred and twenty  (120) days of receipt of the notice from
         the Purchasing  Party, the Other Party shall

                                       17
<PAGE>

         be  deemed  to have  accepted  the  offer  to sell  its  Shares  to the
         Purchasing  Party. The Parties shall cooperate to effect the closing of
         such  purchase and sale of all of the Shares of the Company held by the
         Other Party within 120 days of the  decision or deemed  decision of the
         Other Party.

         In case a notice to purchase the Purchasing Party's Shares is issued by
         the Other Party,  the Parties shall co-operate to effect the closing of
         such  purchase and sale of all of the Shares of the Company held by the
         Purchasing Party~

         At any such closing,  the Purchasing Party shall pay to the Other Party
         the purchase price, and the Purchasing Party shall deliver to the Other
         Party,  the  original  Share  certificates   representing  all  of  the
         Purchasing  Party's  Shares held in the Company,  free and clear of any
         liens and duly executed Share transfer  forms. In case both the Parties
         give notices,  the Party first receiving the notice shall be considered
         as the Other Party.

3.       Change of ownership

Upon a Change of Ownership Event, the Unaffected Party shall have the right, but
shall not be  obliged,  to purchase  all the Shares of the  Company  held by the
Affected Party. For this purpose the Parties agree as under:

(a)      within a period of 30 days after the Unaffected  Party receives  notice
         of the  Change  of  Ownership  Event,  the  Unaffected  Party  shall be
         entitled  to  serve  notice  upon the  Affected  Party  conveying  it's
         intention to purchase the Shares then owned by the Affected Party;

(b)      the  transfer  of the Shares  then owned by the  Affected  Party to the
         Unaffected  Party shall take place at a fair value to be  determined by
         an  internationally  recognised  Indian firm of  chartered  accountants
         which shall be identified by the Unaffected Party;

(c)      within 15 days from the date of  determination  of the fair value,  the
         Unaffected  Party shall be entitled to serve  notice upon the  Affected
         Party requiring the Affected Party to sell to the Unaffected  Party all
         the  Shares  then  held by the  Affected  Party  at the  fair  value so
         determined,  it is  understood  that upon  receipt of such a notice the
         Affected  Party shall be required to and shall sell all the Shares then
         held by it to the Unaffected Party at the fair value so determined; and

(d)      such sale and purchase  shall be  completed,  subject to receipt of the
         necessary  Approvals,  within  a  period  of 60 days  from  the date of
         determination  of the fair value of the shares.  At such closing  (when
         such sale and purchase is to be completed) the  Unaffected  Party shall
         pay to the Affected  Party the purchase  price,  and the Affected Party
         shall deliver to the Unaffected Party,  share  certificates in original
         representing  all of the Shares then held by the Affected  Party,  free
         and clear of any liens and duly executed share transfer forms.

For the purposes of this Article 23(3):

         "Affected Party" means a Shareholder,  in connection with whom a Change
         of Ownership Event takes place;

                                       18
<PAGE>

         "Change of Ownership Event" means,  with respect to a Shareholder,  the
         first to occur of any of the  following  events during the term of this
         Agreement:

         (a)      any Person or group of Persons acting in concert,  directly or
                  indirectly,  (i)  acquires  or obtains  the right  through the
                  exercise of any  warrant,  option,  or any other right held by
                  such Person or group of Persons to  acquire,  more than 50% of
                  the issued and paid up shares of a  Shareholder,  and/or  (ii)
                  acquires the right, whether through an agreement or otherwise,
                  to  direct  or  cause  the  direction  of,  or  control,   the
                  management of a Shareholder; or

         (b)      any   business    combination,    merger,    amalgamation   or
                  consolidation  by a  Shareholder  with any  Person or group of
                  Persons   whereby   such   Persons   possesses,   directly  or
                  indirectly,  the power to direct or cause the direction of, or
                  control, the management of such Shareholder.

         "Unaffected Party" means a Shareholder other than the Affected Party.

Article 24.       Cooperation in Financing

1.       During the first  twelve  (12)  months  from the  Effective  Date,  the
         Company  is  expected  to  require a total  working  capital  up to Rs.
         29,70,000/-  (amount  being  equivalent  to Indian Rupee  equivalent of
         $66,000).  The Parties  agree to arrange for the same in the  following
         manner:  SPAR  will  provide  up to Rs.  15,14,700/-  (being  an amount
         equivalent  to $33,660) as loan to the Company,  while  SOLUTIONS  will
         arrange for up to Rs.  14,55,300/-  (being an amount  equal to $32,340)
         through a local bank.

2.       The Company may borrow an  additional  amount when it needs  additional
         funds,  if such  borrowing  is  approved  in  advance  by the  Board of
         Directors as an important matter under Article 16 herein.

3.       If SOLUTIONS  pays any creditors of the Company due to a guarantee made
         by  SOLUTIONS to such  creditors  in favor of the  Company,  SPAR shall
         reimburse SOLUTIONS for half of the amount paid by SOLUTIONS,  but only
         if the Company's borrowing of such funds and' SOLUTIONS guaranty of the
         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 25.       Provision of Office Space and Facility

1.       SOLUTIONS shall in terms of the User Agreement provide office space and
         facilities,  staff service for general affairs and finance,  and intra-
         company  network  services,  which are  determined,  at SOLUTION's sole
         discretion,   necessary   for  the   operation  of  Company  after  the
         consultation  between the both Parties, to the Company at no charge for
         a period of three (3) years from the  Closing  Date.  In the event that
         SOLUTIONS  cannot provide and apportion  such office space,  facilities
         and  services  within  its  existing  facilities  then  SOLUTIONS  will
         reimburse  to the Company the actual cost  apportioned  for such office

                                       19
<PAGE>

         space,  facilities  and services  procured by the Company such that the
         Company does not incur any cost for the office  space,  facilities  and
         services  for three (3) years  from the date of the  Company  obtaining
         such described space and services.  In years two (2) and three (3), the
         Company  will pay for staff  exceeding  eight  people if the Company is
         profitable in the immediately preceding year.

2.       SPAR for first three (3) years from the Closing Date will provide up to
         four thousand five hundred (4,500) hours of business support  annually.
         This support may be in the form of general  business,  consultation  or
         programming  support to modify or enhance the  merchandising  software.
         SPAR will maintain  ownership of all software.  If support  provided by
         SPAR exceeds four  thousand five hundred  (4,500) hours the  additional
         hours will be billed by SPAR to the Company at Indian Rupee  equivalent
         of  Fifty-five  dollars  ($55.00) per hour on the date of such payment.
         However a lower price will be charged for  programming  costs if a less
         expensive  way to hire IT  staff is found  mutually  acceptable  to the
         Parties  hereto.  The Company  will be able to hire its own IT staff as
         appropriate.

3.       If SPAR wishes to sell all its Shares in terms of Article 23 to a third
         party  then in that  case  notwithstanding  such  sale  SPAR  shall  be
         committed to lend its name to the Company for an additional  year at no
         extra  cost and  provide  software  to the  Company  under the  License
         Agreement  for an  additional  year  subject to  obtaining of necessary
         Approvals if any, at the following cost:

                  First 6 months:         out of pocket expenses,

                  Next 6 months:          Indian Rupee equivalent of
                                          $ 3000/month + out of pocket expenses

4.       SOLUTIONS  agrees that its  operating  expenses may not be allocated to
         the Company.

Article 26.       Personnel

SOLUTIONS  and SPAR shall,  at their own  judgment,  second to the Company their
respective  personnel  who are  appropriate  for the start-up of business of the
Company  for a  period  of one (1) year  from the  Effective  Date  without  any
consideration.  In principle,  the Parties  seconding  such  personnel  shall be
responsible  for the  payment of salaries  and  benefits  and all other  matters
concerning  the  employment  of the  personnel so seconded by the Parties to the
Company.

SOLUTIONS  and SPAR will each set up project  teams and all salaries for current
employees  of either  SOLUTIONS or SPAR shall be borne by the company now paying
them.

Article 27.       Training

Each Party  hereto shall  provide  appropriate  training  for mutually  accepted
periods of time to the employees of the Company for the  Company's  operation at
its own site or any other  location.  The said  training  shall be made upon the
Company's request and any necessary  expenses  including travel for the training
shall be borne by the Company, except as otherwise provided in License Agreement
or the User Agreement.

                                       20
<PAGE>

Article 28.       Non-Competition

For three (3) years from the Closing  Date of this  Agreement,  neither SPAR nor
SOLUTIONS  shall  without  the prior  consent of the other,  engage in,  whether
directly  or  indirectly,  in the  provision  of services  being  similar to the
Business as described in Article 2 in this Agreement in the Territory.  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 Territory,
such services being similar to the Business as defined in this  Agreement,  SPAR
shall  not be  prohibited  from  entering  into or  performing  such  agreement,
provided  that SPAR shall  make  commercially  reasonable  efforts to enable the
Company to participate in and be fairly  compensated  for providing  services to
any such customer. Similarly, in the event that SOLUTIONS enters into a contract
with a customer for providing integrated marketing services in India or outside,
such services  being similar to the Business as defined in this  Agreement,  and
the scope of such agreement includes some retail merchandising,  SOLUTIONS shall
not be prohibited from entering into or performing such agreement, provided that
SOLUTIONS shall make  commercially  reasonable  efforts to enable the Company or
SPAR (in territories  outside India) to participate in and be fairly compensated
for  providing  services to any such  customer.  Provided  further that delay or
failure  to make  commercially  reasonable  efforts  as stated  above  shall not
restrict  SOLUTIONS or SPAR to undertake  activities or implement such agreement
as aforesaid.  It is clarified  that this Article shall also cease to apply upon
termination of this Agreement.

                   CHAPTER VIII: AMENDMENT FOR PUBLIC OFFERING

Article 29.       Public Offering

Both Parties acknowledge that the Company may attempt to become a listed company
or  over-the-counter  company on the Territory Stock Exchange or any other stock
exchange  or  public  market  in  Territory  (Public  Offering).   Both  Parties
acknowledge that the number of issued Shares,  the number of  Shareholders,  the
paid-up capital and profit  transaction with each Party, the seconded  employees
of the Company will be reviewed  and  instructed  for  amendment by the relevant
governmental or regulatory authorities in accordance with those bodies' rules or
guidelines  for Public  Offering.  If both  Parties  agree to undertake a Public
Offering subject to Article 10 above,  both Parties shall discuss and reasonably
cooperate  with each other to amend the Articles of  Association  of the Company
and/or the License  Agreement  in order to complete  the Public  Offering of the
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 the Company,  SOLUTIONS  and SPAR.  The
public  offering of Shares to the public by the Company  shall be  completed  in
accordance  with  the  applicable  provisions  of the  Act  and  the  rules  and
regulations  with respect  thereto  issued by the  Securities  Exchange Board of
India from time to time, and such other applicable provisions of Indian law.

                                       21
<PAGE>

                           CHAPTER IX: CONFIDENTIALITY

Article 30.       Confidential Information

SOLUTIONS and SPAR shall keep secret and retain in strict confidence any and all
confidential  information  that may be disclosed by one Party to the other or to
the  Company  or such  confidential  information  that may be  disclosed  by the
Company to either Party and use it only for the purpose of giving  effect to the
provisions of this  Agreement and shall not disclose it to a third party without
the prior  written  consent of the other 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. The
Parties agree that (i) the use of any such confidential information by the other
Party for any purpose other than  managing  their  respective  investment in the
Company,  or  (ii)  the  disclosure  or  divulgence  of  any  such  confidential
information to third persons would result in damages to and otherwise  adversely
affect the business and affairs of the Company.  The Parties agree that the said
confidential  information  will be disclosed to the personnel of either  Parties
and/or the Company on a need to know basis.

                          CHAPTER X: GENERAL PROVISIONS

Article 31.       Effective Date

This Agreement  shall become  effective on the date the Agreement is executed by
the Parties hereto ("Effective Date").

Article 32.       Termination

1.       If either  Party  Transfers  all its Shares in the Company to the other
         Party hereto in accordance with Article 23 hereof, this Agreement shall
         terminate.  If either  Party  Transfers  its Shares in the Company to a
         third 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 the  Company  that
         occurred before the Effective Date of such assignment.

2.       (a) Either  Party not in breach of this  Agreement,  save and except an
         event of breach by either Party of their respective  obligations  under
         Article 24 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  ninety  (90) days after  written
         notice is given by such Party not in breach complaining of such breach.

         (b)      In the event of breach  by  either  Party of their  respective
                  obligations under Article 24 of this Agreement,  the Party not
                  in breach shall have a right to terminate this  Agreement,  by
                  written notice to the other Party, in the event such breach is
                  not  corrected  by the  Party in breach  within  ten (10) days
                  after the written  notice is given by such Party not in breach
                  complaining of such breach.

                                       22
<PAGE>

3.       Either Party may terminate this Agreement by giving notice in the event
         of one or more of the following:

         (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, liquidation or winding up 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  firm that is not the  principal  accounting  firm of either
         Party, if either Party so requests,  or to have the Company  dissolved.
         Provided that any such purchase of the nature aforesaid will be subject
         to receipt of all regulatory Approvals,  as may be applicable.  In case
         the Party  terminating  this  Agreement  does not offer to purchase the
         Shares of the other Party  and/or any such  purchase  is not  completed
         within 120 days of such  termination  inclusive of the time required to
         obtain  regulatory  approvals,  the other Party shall have the right to
         sell the  Shares to any other  third  party or shall  have the right to
         require  dissolution  of the  Company.  Provided  that,  the  right  to
         dissolution shall be exercisable within 30 days after the expiry of the
         said 120 days period.

5.       Upon  termination  of this Agreement or SPAR's ceasing to hold at least
         51% of the Shares in the Company,  the License Agreement.  and the User
         Agreement  shall  terminate  immediately  if  still in  effect,  unless
         otherwise agreed to by the Parties hereto.

Article 33.       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,  acts of terrorism or other
similar contingencies beyond the reasonable control of the respective Parties.

                                       23
<PAGE>

Article 34.       Notices

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,  email or facsimile (ii) overnight delivery 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 notice, etc by personal delivery or overnight delivery
or facsimile  transmission 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:      SOLUTIONS         Solutions Integrated Marketing Services Ltd.
                           ATT:  Srikant Sastri, Managing Director
                           3rd Floor, Chandra Bhaan 67-68, Nehru Place,
                           New Delhi, India, 11 00 19
                           E-mail id:  srikant@.solutions-intg.com
                           Facsimile Number: 91-11-26226592

         SPAR              SPAR Group, Inc.
                           ATT:  Robert G. Brown, Chairman and CEO
                           580 White Plains Road, Tarrytown, NY, USA, 10591

                           E-mail id:rbrown@sparinc.com
                           Facsimile Number: +19143320741

Article 35.       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 without the prior written consent of the other Party.

Article 36.       Dispute Resolution/Arbitration

36.1.    General. SPAR and SOLUTIONS agree to use their commercially  reasonable
         efforts to  resolve  any  dispute,  deadlock,  conflict,  disagreement,
         controversy or claim between the Parties  arising out of or relating to
         this  Agreement  including any deadlock in respect of any matter at the
         Board of Director  level of the Company (a  "Dispute")  in a timely and
         diligent  manner in accordance with this Article 36. SPAR and SOLUTIONS
         intend that the arbitration  procedures  outlined in Article 36.3 is to
         be used only if the efforts by the Parties to resolve a Dispute,  which
         efforts   shall  be  made  in  good  faith,   under  Article  36.2  are
         unsuccessful.

36.2.    Senior  Management.  Any Dispute  shall be,  within 30 days of the same
         arising,  referred  to by  either  Party to the  Senior  Management  of
         SOLUTIONS and SPAR.  Such notice of reference shall include a statement
         of the referring Party's  position.  Within ten (10) days of receipt of
         such notice of reference of a Dispute,  the Senior  Management  of both
         Parties  shall  meet at a  mutually  acceptable  time  and  place,  and
         thereafter,  as often as they reasonably deem necessary,  to attempt to
         resolve the Dispute.  All reasonable  requests for

                                       24
<PAGE>

         information  made by one Party to the  other  Party  shall be  honored.
         Senior  Management  shall take such steps as are mutually  agreeable to
         attempt to resolve such Dispute.  If the Dispute is not resolved to the
         mutual  satisfaction  of the Parties  despite the good faith efforts of
         Senior Management within thirty (30) days after it has been referred to
         Senior  Management,  either  Party  may  require  that the  Dispute  be
         resolved by binding arbitration as provided in Article 36.3.

         "Senior Management" for the purposes hereof means, in case of SPAR, the
         representatives  of SPAR on the  Board  of the  Company  and in case of
         SOLUTIONS  means the  representatives  of SOLUTIONS on the Board of the
         Company.

36.3.    Any Dispute which is not resolved under the  procedures  established in
         Article  36.2 shall be  resolved  by binding  arbitration  in New Delhi
         pursuant  to  Arbitration  and  Conciliation  Act,  1996  of  India  if
         initiated  by  SOLUTIONS,  or in New York City in  accordance  with the
         International Arbitration Rules of the American Arbitration Association
         if the  arbitration  is invoked by SPAR.  It is  clarified  that if one
         Party initiates the arbitration  proceedings then the other Party shall
         raise all  counterclaims  in that  arbitration  proceedings  only.  The
         arbitration  shall  be  conducted  by  three  (3)  arbitrators  and the
         proceedings shall be in English.

Article 37.       Implementation

The Parties 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 Association  of the Company,  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 38.       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 India.

Article 39.       Waiver

Any failure of either  Party to enforce,  at any time or for any period of time,
any of the  provisions 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 40.       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 prior 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

                                       25
<PAGE>

except by mutual  express  consent  in  writing  of  subsequent  date  signed by
authorized officer or representative of each of the Parties hereto.

Article 41.       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 42.       Language

This Agreement has been executed in the English.

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


Solutions Integrated Marketing Services Ltd.

Signature: /s/ Srikant Sastri
           -----------------------------
              Name:  Srikant Sastri
              Title: Managing Director


SPAR Group International, Inc.

Signature: /s/ Robert G Brown
           -----------------------------
              Name:   Robert G Brown
              Title:  Chairman and CEO