August 1, 2004


                             AGREEMENT ON AMENDMENT

SPAR Group,  Inc.  (hereinafter  referred to as "SPAR") and SPAR FM Japan,  Inc.
(hereinafter referred to as the "Company") agreed to amend the License Agreement
executed as of May 1, 2001 between SPAR and the Company (hereinafter referred to
as the "License Agreement") concerning the royalty, pursuant to Article 3 of the
Agreement  executed  as of April 30,  2004 among  SPAR,  Company and PALTAC Inc.
(hereinafter  referred to as "PALTAC")  (hereinafter referred to as the "Renewed
Agreement").

1.       SPAR and the  Company  agree to amend  the  existing  Article  5 of the
         License  Agreement.  The existing Article 5 shall become Section 5.2 of
         the License  Agreement  and the following  provision  shall be added as
         Section 5.1 of the License Agreement.

"5.1     Royalty  The  Company  shall pay to SPAR the  amount  to be  separately
         agreed upon between the Company and SPAR through mutual consultation as
         a royalty  for the  license  granted by SPAR under  Articles 2 and 3 of
         this  License  Agreement  (provided  that such amount shall be reviewed
         every two years).  The Company shall report to SPAR the amount of sales
         from  January 1 of any year to  December  31 of such year by the end of
         February of the next year,  and shall pay an  appropriately  calculated
         royalty by bank  transfer to the account  designated by SPAR by the end
         of March of such  next  year  (provided  that the  Company  may  deduct
         necessary bank transfer fees from such royalty amount)."

2.       The amendment stipulated in this Agreement shall be deemed to have
         become effective on and from May 1, 2004.

IN WITNESS  WHEREOF,  the parties executed this Agreement on Amendment as of the
date first written above.


<PAGE>


                             MEMORANDUM OF AGREEMENT

                                                                  August 1, 2004

SPAR Group,  Inc.  (hereinafter  referred to as "SPAR") and SPAR FM Japan,  Inc.
(hereinafter  referred to as the  "Company")  agreed as follows  through  mutual
consultation  concerning the royalty under Section 5.1 of the License  Agreement
as of May 1, 2001, as modified  pursuant to the Agreement on Amendment  executed
as of  August  1, 2004  between  the  parties  (hereinafter  referred  to as the
"License Agreement").

1.       The amount payable under Section 5.1 of the License Agreement shall be
         0.5% of the sales amount of the Company.

2.       The  above  provision  shall  be  effective  from May 1,  2004  through
         December  31,  2005.  The parties  shall  consult with each other in or
         after  September  2005 to  determine  the  amount  to be  paid  for the
         subsequent period

IN WITNESS WHEREOF,  the parties executed this Memorandum of Agreement as of the
date first written above.


SPAR GROUP, INC.
By: Robert G .Brown

         /s/ Robert G. Brown
         -----------------------------------
         (sign or seal)
Title: Chairman & CEO


PALTAC CORPORATION
By: Kunio Mikita

         /s/ Kunio Mikita
         -----------------------------------
         (sign or seal)
Title: President & CEO


SPAR FM JAPAN, K.K.
By: Kiyotaka Shimoda

         /s/ Kiyotaka Shimoda
         -----------------------------------
         (sign or seal)
Title: President & CEO


<PAGE>


                                                                  August 1, 2004

                             AGREEMENT ON AMENDMENT

SPAR  Group,  Inc.  (hereinafter  referred to as  "SPAR"),  SPAR FM Japan,  Inc.
(hereinafter  referred to as the "Company") and PALTAC Corporation  (hereinafter
referred to as "PALTAC") agreed to amend the Joint Venture Agreement executed as
of May 1, 2001 between SPAR and PALTAC concerning economic conditions  involving
provision of offices, facilities, personnel and other items, pursuant to Article
3 of the Agreement as of April 30, 2004 (hereinafter referred to as the "Renewed
Agreement").  All parties to this Agreement  hereby confirm that the following
represents the agreement made among such parties.

1.       SPAR, PALTAC and the Company agree to delete and replace the existing
         Article 26 of the Joint Venture Agreement in its entirety with the
         following provision.

"Article 26 . Other Cooperation

26.1 Other than the warranty  stipulated  in the  preceding  Article 25,  PALTAC
shall  provide the New  Company,  through  their mutual  consultation,  offices,
facilities,  and general  affairs and  accounting  personnel  that PALTAC  deems
necessary to manage the New Company at its sole discretion, services relating to
the non-clerical  operations of the New Company  provided by PALTAC's  employees
who are  dispatched  as  directors  of the New  Company,  and  internal  network
service.

26.2  Separately  from this provision the New Company and PALTAC shall determine
through  negotiation the amount of  consideration to be paid for the warranty in
the preceding  Article 25 and the  cooperation in the preceding  Section 26.1 by
the New Company to PALTAC  (provided  that the New Company and PALTAC may modify
the  amount of such  consideration  every two years  through  negotiation).  The
Company shall report to PALTAC the amount of sales from January 1 of any year to
December 31 of such year by the end of February of the next year,  and shall pay
an  appropriately  calculated  consideration  by bank  transfer  to the  account
designated  by PALTAC by the end of March of such next year  (provided  that the
New Company may deduct  necessary  bank  transfer  fees from such  consideration
amount).

26.3 The purpose of the payment of the  consideration  in the preceding  Section
26.2 shall not be for distribution of profits, but for compensation for expenses
of the New Company paid by PALTAC on behalf of the New Company."



IN WITNESS  WHEREOF,  the parties  execute this Agreement on Amendment as of the
date first written above.

<PAGE>


SPAR GROUP, INC.
By: Robert G .Brown

         /s/ Robert G. Brown
         -----------------------------------
         (sign or seal)
Title: Chairman & CEO


PALTAC CORPORATION
By: Kunio Mikita

         /s/ Kunio Mikita
         -----------------------------------
         (sign or seal)
Title: President & CEO