Exhibit 10.48

# WAIVER AND AMENDMENT
NO. 8TO THIRD AMENDED AND RESTATEDREVOLVING CREDIT AND SECURITY
AGREEMENT

THIS
WAIVER AND AMENDMENT NO. 8 (this Agreement) is entered into as of March
28, 2007, by and among SPAR MARKETING FORCE, INC. (SMF), SPAR, INC.
(SPAR), SPAR/BURGOYNE RETAIL SERVICES, INC (SBRS), SPAR GROUP,
INC. (SGI), SPAR INCENTIVE MARKETING, INC. (SIM), SPAR TRADEMARKS,
INC. (STM), SPAR MARKETING, INC. (DE) (SMIDE), SPAR MARKETING,
INC. (NV) (SMINV), SPAR ACQUISITION, INC. (SAI), SPAR TECHNOLOGY
GROUP, INC. (STG), SPAR/PIA RETAIL SERVICES, INC. (PIA Retail),
RETAIL RESOURCES, INC. (Retail), PIVOTAL FIELD SERVICES, INC. (Pivotal
Field), PIA MERCHANDISING CO., INC. (PIA), PACIFIC INDOOR DISPLAY CO.
(Pacific), PIVOTAL SALES COMPANY (Pivotal), SPAR ALL STORE
MARKETING SERVICES, INC., (SAS) and SPAR BERT FIFE, INC. (SBFI)
(each a Borrower and collectively Borrowers) and WEBSTER BUSINESS
CREDIT CORPORATION (formerly known as Whitehall Business Credit Corporation)
(Lender).

# BACKGROUND

The
Borrowers and Lender are parties to that certain Third Amended and Restated Revolving
Credit and Security Agreement dated January 24, 2003 (as amended, restated, supplemented
or otherwise modified from time to time, the Loan Agreement) pursuant to which
Lender provides the Borrowers with certain financial accommodations.

The
Borrowers have violated certain covenants and have requested Lender waive the resulting
Events of Default and Lender is willing to do so in connection with making certain
amendments to the Loan Agreement.

NOW,
THEREFORE, in consideration of any loan or advance or grant of credit heretofore or
hereafter made to or for the account of Borrowers by Lender, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

1.    
          Definitions. All capitalized terms not otherwise defined or amended
          herein shall have the meanings given to them in the Loan Agreement.

2.    
          Waiver. Subject to the satisfaction of Section 4 below, Lender hereby
          waives the Event of Default which has occurred as a result Borrowers
          non-compliance with Section 12(p) with respect to the fiscal quarter ending
          December 31, 2006 due to Borrowers failure to maintain the requisite Fixed
          Charge Coverage Ratio level for the four fiscal quarters then ended.
          Notwithstanding the foregoing, the waiver of the Event of Default set forth
          above does not establish a course of conduct between Borrowers and Lender and
          Borrowers hereby agree that Lender is not obligated to waive any future Events
          of Default under the Loan Agreement.



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3.    
          Amendment. Subject to the satisfaction of Section 4 below, the Loan
          Agreement is hereby amended as follows:

(a)       
          Section 1(A) of the Loan Agreement is hereby amended by amending the definition
          of Applicable Margin and Revolving Interest Rate in
          their entirety to provide as follows:

| | Amendment
No. 8 Effective Date shall mean March 28, 2007.
| | -----------------------------------------------------------

| | Applicable
Margin shall mean, as of the Amendment No. 8 Effective Date, one percent (1.0%) with
respect to Domestic Rate Loans and three and one half of one percent (3.50%) with respect
Eurodollar Rate Loans. Thereafter, on a quarterly basis, effective as of the first
Business Day following receipt by Lender of the quarterly financial statements required
under Section 11(c) hereof for the previous fiscal quarter (each Business Day following
such receipt, an Adjustment Date), commencing with the financial statements
for the fiscal quarter ending March 31, 2007, based upon the amount of EBITDA which is
achieved for the fiscal quarter ending March 31, 2007 for the four fiscal quarters then
ending and for each fiscal quarter ending thereafter for the four fiscal quarters then
ending, the Applicable Margin shall be adjusted, if necessary, to the applicable percent
per annum set forth in the pricing table set forth below:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                            
|------------------------------------------------------------
|EBITDA                                                      
|                                                            
|Greater than $5,000,000                                     
|                                                            
|Greater than $4,000,000 but equal to or less than $5,000,000
|                                                            
|Greater than $3,000,000 but equal to or ess than $4,000,000 
|                                                            
|Less than or equal to $3,000,000                            
|                                                            

| | If
Borrowers shall fail to deliver the financial statements, certificates, and/or other
information required under Sections 11(a) and (c) hereof by the dates required pursuant to
such Sections, each Applicable Margin shall be conclusively presumed to be the highest
Applicable Margin specified in the pricing table set forth above until the date of
delivery of such financial statements, certificates and/or other information.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | Revolving
Interest Rate shall mean an interest rate per annum equal to (a) the sum of the
Alternate Base Rate plus the Applicable Margin with respect to Domestic Rate Loans, and
(b) the sum of the Eurodollar Rate plus the Applicable Margin with respect to Eurodollar
Rate Loans. 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)       Section
12(o) of the Loan Agreement is hereby amended in its entirety to
                    provide as follows:

| | (o) it shall cause to be maintained for Borrowers on a consolidated basis at
                    the end of (x) the fiscal quarters ending March 31, 2007, June 30,
2007,                     September 30, 2007, and December 31, 2007, a Net Worth of at
least $3,800,000                     and (y) each fiscal quarter ending thereafter,
commencing with the fiscal                     quarter ending March 31, 2008, a Net Worth
of at least the Net Worth as of the                     end of the fiscal quarter ending
December 31, 2006 (the Base Net                     Worth) increased
(on a cumulative basis) on March 31 of each year,                     commencing March
31, 2008, by fifty percent (50%) of the net income of Borrowers                     on a
consolidated basis (but not less than $0) for the prior fiscal year;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c)       Section
12(p) of the Loan Agreement is hereby amended in its entirety to
                    provide as follows:

| | (p) it
shall cause to be maintained as at the last day of each fiscal quarter set
                    forth below for the four (4) fiscal quarters then ended a Fixed
Charge Coverage                     Ratio of not less than the ratio set forth below:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                            |                            
|--------------------------------------------------------------------------- | ---------------------------
|                                                                           
|Fiscal Quarter Ended                                                        | Fixed Charge Coverage Ratio
|                                                                           
|March 31, 2007                                                              | No Test                    
|                                                                           
|June 30, 2007                                                               | No Test                    
|                                                                           
|September 30, 2007                                                          | No Test                    
|                                                                           
|December 31, 2007, and the last day of each fiscal quarter ended thereafter | 1.1 to 1.0                 
|                                                                           

(d)       Section
12(r) of the Loan Agreement is hereby amended in its entirety to provide           as
follows:

3



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(r) the
Borrowers shall maintain EBITDA for the twelve month period ending on the           last
day of each of the fiscal quarters set forth below in an amount not less           than
the amount set forth below:

|                    
|--------------------
|Fiscal Quarter Ended
|                    
|March 31, 2007      
|                    
|June 30, 2007       
|                    
|September 30, 2007  
|                    

4.    
          Conditions of Effectiveness. This Agreement shall become effective as of
          the date hereof, provided that the following conditions shall have been
          satisfied: Lender shall have received (i) four (4) copies of this Agreement
          executed by the Borrowers and the Guarantor (Guarantor) listed on
          the signature page hereto, and (ii) payment of an amendment fee in the sum of
          $25,000 which fee shall be charged by Lender to Borrowers loan account as
          a Revolving Advance.

5.    
          Representations, Warranties and Covenants. Each of the Borrowers hereby
          represents, warrants and covenants as follows:

(a)       
          This Agreement and the Loan Agreement constitute legal, valid and binding
          obligations of each of the Borrowers and are enforceable against each of the
          Borrowers in accordance with their respective terms.

(b)       
          Upon the effectiveness of this Agreement, each of the Borrowers hereby reaffirms
          all covenants, representations and warranties made in the Loan Agreement to the
          extent the same are not amended hereby and agrees that all such covenants,
          representations and warranties shall be deemed to have been remade as of the
          effective date of this Agreement.

(c)       
          No Borrower has any defense, counterclaim or offset with respect to the Loan
          Agreement or the Obligations.

(d)       
          On or prior to April 30, 2007, Borrowers shall execute such agreements as Lender
          deems reasonably necessary in order to assign to Lender the proceeds due to PIA
          and Pivotal arising out of the litigation with Safeway, Inc. in Alameda Superior
          Court.

6.    
          Effect on the Loan Agreement.

(a)       
          Except as specifically amended herein, the Loan Agreement, and all other
          documents, instruments and agreements executed and/or delivered in connection
          therewith, shall remain in full force and effect, and are hereby ratified and
          confirmed.

(b)       
          Except as set forth in Section 2 hereof, the execution, delivery and
          effectiveness of this Agreement shall not operate as a waiver of any right,
          power or remedy of Lender, nor constitute a waiver of any provision of the Loan
          Agreement, or any other documents, instruments or agreements executed and/or
          delivered under or in connection therewith.

4



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7.    
          Governing Law. This Agreement shall be binding upon and inure to the
          benefit of the parties hereto and their respective successors and assigns and
          shall be governed by and construed in accordance with the laws of the State of
          New York (other than those conflict of law rules that would defer to the
          substantive law of another jurisdiction).

8.    
          Cost and Expenses. Borrowers and Guarantors each hereby agree to pay the
          Lender, on demand, all costs and expenses (including reasonable attorneys
          fees and legal expenses) incurred in connection with this Agreement and any
          instruments or documents contemplated hereunder.

9.    
          Release. Borrowers and Guarantor hereby release, remise, acquit and
          forever discharge Lender, Lenders employees, agents, representatives,
          consultants, attorneys, fiduciaries, officers, directors, partners,
          predecessors, successors and assigns, subsidiary corporations, parent
          corporations, and related corporate divisions (all of the foregoing hereinafter
          called the Released Parties), from any and all actions and causes of
          action, judgments, executions, suits, debts, claims, demands, liabilities,
          obligations, damages and expenses of any and every character, known or unknown,
          direct and/or indirect, at law or in equity, of whatsoever kind or nature, for
          or because of any matter or things done, omitted or suffered to be done by any
          of the Released Parties prior to and including the date of execution hereof, and
          in any way directly or indirectly arising out of or in any way connected to this
          Amendment or the Ancillary Agreements (all of the foregoing hereinafter called
          the Released Matters). Borrowers and Guarantor acknowledge that the
          agreements in this Section are intended to be in full satisfaction of all or any
          alleged injuries or damages arising in connection with the Released Matters.

10.    
          Headings. Section headings in this Agreement are included herein for
          convenience of reference only and shall not constitute a part of this Agreement
          for any other purpose.

11.    
          Counterparts; Facsimile Signatures. This Agreement may be executed by the
          parties hereto in one or more counterparts of the entire document or of the
          signature pages hereto, each of which shall be deemed an original and all of
          which taken together shall constitute one and the same agreement. Any signature
          received by facsimile transmission shall be deemed an original signature hereto.

[Remainder of page
intentionally left blank]

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IN WITNESS WHEREOF, this
Agreement has been duly executed as of the day and year first written above.

| | SPAR MARKETING FORCE, INC.
SPAR, INC.
SPAR/BURGOYNE RETAIL SERVICES, INC.
SPAR GROUP, INC.
SPAR INCENTIVE MARKETING, INC.
SPAR TRADEMARKS, INC.
SPAR MARKETING, INC. (DE)
SPAR MARKETING, INC. (NV)
SPAR ACQUISITION, INC.
SPAR TECHNOLOGY GROUP, INC.
SPAR/PIA RETAIL SERVICES, INC.
RETAIL RESOURCES, INC.
PIVOTAL FIELD SERVICES, INC.
PIA MERCHANDISING CO., INC.
PACIFIC INDOOR DISPLAY CO.
PIVOTAL SALES COMPANY
SPAR GROUP, INC.
SPAR ALL STORE MARKETING SERVICES, INC.
SPAR BERT FIFE, INC.
By:/s/ Charles Cimitile
      Name:    Charles Cimitile
      Title:      Chief Financial Officer of each of the foregoing entitiesWEBSTER BUSINESS CREDIT CORPORATION
By:/s/ Joseph J. Zautra
      Name:    Joseph J. Zautra
      Its:          Senior Vice President
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CONSENTED AND AGREED TO
BY:

PIA MERCHANDISING
LIMITED, Guarantor

By:/s/ Charles Cimitile
Name:  Charles Cimitile
Its:        Chief Financial Officer