Exhibit 10.27

# JOINT VENTURE
AGREEMENT

This
Agreement is made as of this 26 day of September 2005 by and between

UAB Rinkos skatinimo sistemos, a
company organized and existing under the law of the Republic of Lithuania, identification
code 125374081, and having its headquarters at Auros al. 66a, 76233 iauliai,
Lithuania (hereinafter called Lithuanian Partner);

Spar Group  International  Inc., a Nevada  corporation,  with an office at 580 White Plains Road,  Tarrytown New York, USA (hereinafter
called "SPAR");

(hereinafter each Lithuanian Partner
and SPAR is sometimes individually referred to as Party and collectively
 as Parties);

and

for the purposes of this clause 31.3.
of this Agreement, shareholders of Lithuanian Partner, namely Irena Kairiene, personal
code 45903080634, Edvardas Kairys, personal code 35907131197  and Rimantas
Paulauskas, personal code 38101221126 (hereinafter collectively referred to as
Guarantors);

# WITNESSETH THAT:

WHEREAS, Lithuanian Partner is
engaged in the retail solution businesses in Lithuania, Latvia and Estonia (hereinafter
called Territory) having a wide range of clients and also having various
knowledge and human resources with respect to the retailing businesses in the Territory;

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

WHEREAS, Lithuanian Partner and SPAR
are desirous of organizing a corporation to jointly conduct retail solution businesses in
the Territory;

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

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# CHAPTER I:
ORGANIZATION OF THE NEW COMPANY

|Article 1. |  | Establishment
|---------- |  | -------------

1.1.              After
the effective date of this Agreement, the parties hereto shall cause a new
          company to be organized under the laws of the Republic of Lithuania
(hereinafter           called UAB SPAR RSS Baltic or New Company).
The New Company will be           formed in two stages:

1.1.1. Promptly after effective date
of this Agreement,           SPAR will incorporate the New Company by subscribing for
76,500 (seventy six           thousand five hundred) ordinary  registered shares of
the New Company of           the par value of 1 (one) Lithuanian Litas (LTL)
each. SPAR will           subscribe for the shares of the New Company at their par value
and will pay them           in cash thus forming the authorized capital of the New
Company in the amount of           76,500 (seventy six thousand five hundred) LTL;

1.1.2. Promptly after
          registration of the New Company with the Lithuanian Register of Legal Persons,
          the authorized capital of the New Company will be increased to 150,000 (one
          hundred fifty thousand) LTL and Lithuanian partner will subscribe for 73,500
          (seventy three thousand five hundred) newly issued ordinary registered shares
of           the Company of the par value 1 (one) LTL each, thus forming the authorized
          capital of the New Company in the amount of 150,000 (one hundred fifty
thousand)           LTL. Lithuanian partner subscribe for these newly issued shares of
the New           Company by making the contribution to the New Company defined in
Article 8.3 of           this Agreement, at the total issue price determined under
Article 8.5 of this           Agreement.

1.2.              Upon
formation, New Company shall become a party to this Agreement through           approval
by the General Meeting of Shareholders of New Company and signature for
          acknowledgement of all original copies.

|Article 2. |  | Business Purposes
|---------- |  | -----------------

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

|1. |  | provide
retail merchandising and product demonstration services;
|-- |  | ----------------------------------------------------------------

|2. |  | agency,
assistance, instruction and report of storefront sales activities;
|-- |  | --------------------------------------------------------------------------

|3. |  | implementation
of market research and analysis of results thereof;
|-- |  | ------------------------------------------------------------------

|4. |  | assembly
of setups used for sales promotion;
|-- |  | --------------------------------------------

|5. |  | consulting
regarding store management;
|-- |  | --------------------------------------

|6. |  | development
and sale of management system regarding retailing;
|-- |  | --------------------------------------------------------------

|7. |  | designing
and sale of database; and
|-- |  | -----------------------------------

|8. |  | any
and all businesses incidental or relating to any of the foregoing.
|-- |  | ----------------------------------------------------------------------

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|Article 3. |  | Trade Name
|---------- |  | ----------

The New Company shall be named in
Lithuania as UAB SPAR RSS Baltic.

|Article 4. |  | Location
|---------- |  | --------

The New Company shall have its
headquarters at Auros al. 66a, 76233 iauliai, Lithuania. Lithuanian partner
will obtain to the New Company all consents and authorizations required for registration
of headquarters of the New Company at the address set forth above.

|Article 5. |  | Articles of Association
|---------- |  | -----------------------

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

|Article 6. |  | Capital
|---------- |  | -------

6.1.              After
completion of actions set forth in clause 1.1.2. of this Agreement, the
          authorized capital of the New Company will equal to 150,000 (one hundred fifty
          thousand) LTL and will be divided into 150,000 (one hundred fifty thousand)
          shares with a par value of 1 (one) LTL each. At the time of completion of
          actions set forth in clause 1.2. of this Agreement, shares of the New Company
          shall be issued and fully subscribed by the parties hereto as follows:

|  |  |                    |  |  
|- |  | ------------------ |  | -
| |  | SPAR               |  | :
|  | 
| |  | Lithuanian Partner |  | :

6.2.              All
the shares to be issued by the New Company shall be ordinary           registered
shares represented by the share certificates.

|Article 7. |  | Payment
|---------- |  | -------

SPAR and Lithuanian  partner,  as
applicable,  will pay for the shares of the Company in the manner set forth in clause
1.1. and clause 8.3. of this Agreement, as applicable.

# CHAPTER II:
PREPARATION OF ESTABLISHMENT OF THE NEW COMPANY, AND FIRST INCREASE OF ITS AUTHORIZED
CAPITAL

|Article 8. |  | Preparation
of Establishment of the New Company and First Increase of Its Authorized Capital
|---------- |  | --------------------------------------------------------------------------------------------

8.1.     Each
party shall take its role as described in this Agreement for the preparation of the
commencement of New Companys business. Until this Agreement is signed by both
Parties, each of the Parties will be responsible for payment of all of its own expenses
incurred in connection with this Agreement, the setting up of the New Company and the
preparation of the commencement of New Companys business. All such expenses
incurred after both

---

Parties have signed this Agreement,
including, without limitation, New Companys registration fees and legal fees, will
be covered by New Company. In case SPAR incorporates the New Company and then Lithuanian
Partner refuses to pay for newly issued shares of the New Company as set forth in clause
8.3. below, Lithuanian partner will have to pay all expenses and costs incurred by SPAR
in relation to this Agreement.



8.2.          At
the moment of payment for the shares of the New Company by Lithuanian partner
          (as described below), SPAR shall enter into New Company with a license
agreement           in the form attached hereto as Exhibit B (the License Agreement).
          For reference, the License Agreement includes the obligations of SPAR to:

8.2.1.        localize
and set up software provided by SPAR to work in Territory; and

8.2.2.        consult on the
organization of merchandising services; and

8.2.3.        train the New
          Companys personnel in how to operate the merchandising software; and

8.2.4.        give advice on budgeting and
development of each business plan.

8.3.          Promptly
after registration of the New Company with the Lithuanian Register of           Legal
Persons, the authorized capital of the New Company will be increased to           150,000
(one hundred fifty thousand) LTL and Lithuanian partner will subscribe           for
73,500 (seventy three thousand five hundred) newly issued ordinary           registered
shares of the Company of the par value 1 (one) LTL each by:



8.3.1.        making cash
contribution to the New Company in the amount of 73,500 (seventy           three thousand
five hundred) LTL in cash; and

8.3.2.        transferring assets to the
          New Company listed and defined in Exhibit C (the Assets).

8.4.          Further,
Lithuanian Partner shall:

8.4.1.        move
certain liabilities of its Merchandising and In-Store Demo Division, as           defined
in Exhibit D (the Liabilities), to the New Company, where
          total amount of the Liabilities shall in no event exceed total amount of the
          Assets;

8.4.2.        arrange meetings with current
clients to promote the New           Companys services;

8.4.3.        make its best endeavors
(including any actions           within their reasonable control) to cause employees of
Lithuanian Partner listed           in Exhibit F to be employed at the New Company
in accordance with terms and           conditions defined in Exhibit F or under item 15
of Article 18 of this           Agreement; and

8.4.4.        make its best endeavors
(including any actions within           their reasonable control) to cause the contracts
of Lithuanian partner listed in Exhibit G to be transferred to the New Company in
accordance with terms and           conditions defined in Exhibit G.



---

8.5.          Total
issue price payable by Lithuanian partner for 73,500 (seventy three           thousand
five hundred) newly issued ordinary registered shares of the Company           shall be
calculated as (i) the sum of 73,500 (seventy three thousand five           hundred) LTL
cash contribution and total value of the Assets established by           independent
assets valuator licensed in Lithuania (ii) minus total amount of the
          Liabilities.

# CHAPTER III: GENERAL
MEETING OF SHAREHOLDERS

|Article 9. |  | Ordinary and Extraordinary General Meeting
|---------- |  | ------------------------------------------

The Ordinary General Meeting of
Shareholders shall be convened by resolution of the Board of Directors and held in
Lithuania or any other place that Lithuanian Partner and SPAR may agree within three
months from the last day of each accounting period of New Company. An Extraordinary
General Meeting shall be convened by a resolution of the Board of Directors whenever
deemed necessary.

|Article 10. |  | Quorum
|----------- |  | ------

A quorum of the General Meeting of
Shareholders shall be the shareholders present either in person or by proxy representing
more than 50% of all shares of the New Company.

|Article 11. |  | Resolution
|----------- |  | ----------

Except as expressly otherwise
provided in the Articles of Association of the New Company or this Agreement, all
resolutions of the General Meeting of Shareholders shall be adopted by the affirmative
vote of Shareholders holding more than 50% of the shares present or represented at
meeting for which there is quorum.

|Article 12. |  | Important Matters
|----------- |  | -----------------

In addition to such matters as
required by the Articles of Association of New Company or the applicable laws in
Lithuania, any resolutions of the following matters by the General Meeting of
Shareholders require the affirmative vote of shareholders representing at least
two-thirds of the shares present or represented at meeting for which there is quorum:

| | 1. |  | any
amendment or modification of the Articles of Association;
| | -- |  | -------------------------------------------------------------

| | 2. |  | increase,
          decrease or change of structure in the authorized capital, but only subject to
          provisions of Chapter VI;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------

| | 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 Article
30);
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. |  | issuance
of debentures;
| | -- |  | -----------------------

| | 5. |  | transfer
of any part or whole of business;
| | -- |  | ------------------------------------------

---

| | 6. |  | approval,
rejection or change of the balance sheet, profit assignment and dividends of New Company;
| | -- |  | ---------------------------------------------------------------------------------------------------

| | 7. |  | splitting,
dissolution or amalgamation;
| | -- |  | ---------------------------------------

| | 8. |  | dismissal,
replacement, change of powers, change in number or length of tenure of Directors, subject
to the rights of Lithuanian Partner and SPAR under Article 13.
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

# CHAPTER IV: BOARD OF
DIRECTORS AND OFFICERS

|Article 13. |  | Election of Directors
|----------- |  | ---------------------

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

|Article 14. |  | Election of Officers
|----------- |  | --------------------

14.1.          Officers
shall be appointed by the Board of Directors and serve at the pleasure           of the
Board of Directors.

14.2.          The
Chief Executive Officer of the New Company shall be elected for the period           of 1
(one) year, subject to possible re-election. If requested either by SPAR or
          Lithuanian partner, SPAR and Lithuanian partner will cause their respective
          nominees on the Board of Directors to vote for dismissal of the Chief Executive
          Officer:

14.2.1.        if
he/she violates any provision of the employment contract or the Articles of
          Association of the New Company, or ignores any resolution of the General
Meeting           of Shareholders of the Board or Directors; or

14.2.2.        in case of willful
          misconduct, gross negligence or criminal offense of the Chief Executive
Officer;           or

14.2.3.        in case of his/her failure
to act for the benefit of the New Company           and its shareholders.

|Article 15. |  | Office of Director
|----------- |  | ------------------

The term of office of each Director
shall expire at the close of each Ordinary General Meeting of Shareholders

---

|Article 16. |  | Quorum
|----------- |  | ------

Each Director shall have one (1)
voting right in the Board of Directors. Except as otherwise required in the Articles of
Association of New Company or this Agreement, 2/3 of the Directors shall constitute a
quorum at any meeting of their Board of Directors, and all resolutions shall be adopted
by the affirmative vote of at least of 3 (three) Directors.

|Article 17. |  | Ordinary Meeting of the Board of Directors
|----------- |  | ------------------------------------------

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

|Article 18. |  | Important Matters
|----------- |  | -----------------

In addition to such matter as
required by Articles of Association of New Company, the following matters of the Board of
Directors meeting shall require the affirmative vote of at least of 3 (three) votes of
the Directors:

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

| | 2. |  | any
investment or commitment of New Company in amounts individually in excess of
          LTL 50,000 or in the aggregate in excess of LTL150,000;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. |  | any
loan or credit taken by New Company;
| | -- |  | ----------------------------------------

| | 4. |  | execution,
amendment or termination of agreements or commitments with Lithuanian           Partner,
SPAR or their subsidiaries or affiliates;
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------

| | 5. |  | adoption
or amendment of the annual budgets and business plan;
| | -- |  | --------------------------------------------------------------

| | 6. |  | adoption
or any material modification of major regulations or procedures, including any employee
rules or handbook;
| | -- |  | -------------------------------------------------------------------------------------------------------------------

| | 7. |  | initiating
or settling any litigation, arbitration or other formal dispute settlement procedures or
forgiveness of any obligation owed to the New Company in excess of 150,000;
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | 8. |  | approval
of annual closing of the books of New Company and the New           Companys annual
financial statements, and changing of accounting policies           and practices or the
New Companys accounting periods;
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 9. |  | establishment
or amendment to the condition of employment of New Company           officers, provided
that the affirmatives vote of SPAR-nominated Directors shall           not be withheld
unreasonably;
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10. |  | 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 New           Company or
with respect to any major strategic asset of New Company that is           crucial to New
Companys business;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 11. |  | formation
of any subsidiary of New Company, entry into (or subsequent           termination of) any
joint venture, partnership or similar agreements;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

| | 12. |  | entering
into, amending or terminating any contract with/or commitment to any           Director
or shareholder; and
| | --- |  | --------------------------------------------------------------------------------------------------------------------

| | 13. |  | entering
into any agreement or commitment to           provide goods or services outside the
Territory;
| | --- |  | -------------------------------------------------------------------------------------------------------

| | 14. |  | giving
the consent for           viewing, modifying of copying the software subject to the
License Agreement. The           parties explicitly agree to cause the New Company not to
view, modify or copy           the software subject to the License Agreement without
approval by the Board of           Directors even in case when the applicable legal
requirements do not require an           authorization from the author of other owner of
the software subject to the           License Agreement;
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 15. |  | approval
of the list of positions of the New Companys Employees and main terms and
conditions of their employment.
| | --- |  | -------------------------------------------------------------------------------------------------------------------

# CHAPTER V: AUDIT

|Article 19. |  | Accounting Period
|----------- |  | -----------------

The accounting periods of New
Company shall end on the 31st day of December of each year or another date if permitted
by applicable law.

|Article 20. |  | Inspection of Accounting Records and Books
|----------- |  | ------------------------------------------

20.1.              Each
year, New Company shall arrange an annual 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. Each year, the audit
          shall commence no later than February 15 and shall be completed no later than
          March 1.

---

20.2.              An
internationally recognized auditing firm shall be the accounting firm           selected
by SPAR and appointed by the General Meeting of Shareholders of the New
          Company. Such accounting firm shall audit the accounting records and books of
          New Company and any other matters relating, directly or indirectly, to the
          financial condition of New Company. Any fee for the certified public accountant
          for inspection and audit mentioned above shall be borne by the New Company. New
          Company shall keep true and correct accounting records and books with regard to
          all of its operations in accordance with generally accepted accounting
          principals consistently applied in Lithuania (GAAP). All accounting
          records and books shall be kept ready for inspection by the Parties hereto or
by           their authorized representatives. If requested by SPAR, New Company shall
          cooperate with respect to each financial period to provide such information as
          required by SPAR to reconcile New Companys financial statements with U.S.
          GAAP reporting requirements of SPAR. SPAR and Lithuanian Partner shall each
have           the right at any time to have an outside auditor inspect all the books and
          records of New Company and the New Company shall cooperate fully with any such
          audit.

|Article 21. |  | Increase of Capital
|----------- |  | -------------------

In case of capital increase of the
New Company after its establishment (other than increase stipulated in Articles 1 and 8
of this Agreement), Lithuanian Partner and SPAR shall have the preemptive right to new
shares to be issued for such capital increase in proportion to their respective
shareholdings in the New Company.

# CHAPTER VI:  TRANSFER
OF SHARES

|Article 22. |  | Restrictions on Transfer of Shares
|----------- |  | ----------------------------------

Except as provided in Article 23
hereof, no Party hereto shall, without the prior written consent of other Party, assign,
sell, transfer, pledge, mortgage, or otherwise dispose of all or any part of its shares
(including its right to subscribe to new shares) of the New Company to any third parties.

|Article 23. |  | Preemptive Right and Option
|----------- |  | ---------------------------

23.1.              The
Parties agree that (3) years from the effective date of this Agreement no           one
of the Parties will sell or otherwise transfer its shares in the New           Company,
and at no time may any Party transfer less than all of its shares.           After three
(3) years from the effective date of this Agreement, if any Party           hereto
(hereinafter in items 1 and 2 of this Article called Selling           Party)
wishes to transfer and/or sell all but not less than all of its           shares, the
Selling Party shall furnish to the other Party (hereinafter in this           Article
called Other Party) a written

---

notice (hereinafter called
          Notice on Sale) of a proposed purchaser, the offered purchase price
          and other major terms and conditions of such proposed sale.

23.2.              The
Other Party shall have a right to purchase such shares by giving the Selling
          Party a written notice of their intention to purchase the same within ninety
          (90) days from the receipt of the Selling Partys notice, upon the same
          terms and conditions as described in the Notice on Sale. If the Other Party
does           not exercise their right to purchase the Selling Partys shares
within           ninety (90) days from the receipt of the Notice on Sale, the Selling
Party           within subsequent ninety (90) days (hereinafter called Selling
          Period) may sell such shares to the purchaser indicated in the Notice on
          Sale and upon the terms and conditions as described in the Notice on Sale.
          Unless agreed by the Other Party in writing, any transferee or purchasing party
          shall be subject to this Agreement.

23.3.              After
three (3) years from the effective date of this Agreement, SPAR may at any           time
make a written offer to buy all of the Lithuanian Partners shares in           the
New Company. The Lithuanian Partner shall then accept the offer and sell all           of
its shares under the terms and conditions offered, or Lithuanian Partner may
          purchase all of SPARs shares at the same terms and conditions. If the
          Lithuanian Partner does not respond to the initial offer within one hundred and
          twenty (120) days, it shall be deemed that the Lithuanian Partner has accepted
          the offer to sell all of its shares. After three (3) years from the effective
          date of this Agreement, Lithuanian Partner may at any time make a written offer
          to buy all of the SPARs shares in the New Company. SPAR then may elect to
          either accept the offer and sell all of its shares under the terms and
          conditions offered, or purchase all of Lithuanian Partners shares at the
          same terms and conditions. If SPAR does not respond to the initial offer within
          one hundred and twenty (120) days, it shall be deemed that SPAR has accepted
the           offer to sell all of its shares. In any case, the Parties shall cooperate
to           affect the closing of such purchase and sale of all of the shares of the New
          Company held by the selling Party within 120 days of the decision or deemed
          decision of the second Party. At such closing, the purchasing Party shall pay
to           the selling Party the purchase price in cash, and the selling Party shall
          deliver to the purchasing Party all of the selling Partys shares held in
          the New Company, free and clear of any liens.

23.4.              Notwithstanding
the general arbitration provisions in Article 37, should there           be any deadlock
at any meeting of the Board of Directors and/or at any General           Meeting of
Shareholders of New Company, then in such event the Parties shall           attempt to
resolve these issues by mediation as soon as possible and failing           such
resolution within twenty-one (21) business days after having been referred           to
mediation, any director or shareholder (as the case may be) shall be entitled
          by written notice to New Company to claim that all or any of the

---

matters which           were under
discussion and/or to be discussed at that meeting, be submitted to           and decided
by arbitration in terms of Article 38.

23.5.              Notwithstanding
that a deadlock may have arisen in terms of clause 23.4. such           deadlock shall
not alone constitute a ground for any shareholder to apply to           court for the
winding up of the New Company.

|Article 24. |  | Cooperation in Financing
|----------- |  | ------------------------

24.1.              The
New Company may initially borrow up to LTL 150,000 as its operating funds,
          which shall be guaranteed by Lithuanian Partner in its discretion. Lithuanian
          Partner shall make its reasonable efforts to enable such borrowing. The terms
of           the borrowing and any agreement between the New Company and Lithuanian
Partner           with respect to Lithuanian Partner guarantee shall be matters subject
to Article           18 hereof.

24.2.              The
New Company may borrow an additional LTL 150,000 when it needs additional
          funds, if such borrowing is approved in advance by the Board of Directors as an
          important matter under Article 18 herein.

24.3.              If
Lithuanian Partner pays any creditors of the New Company due to a guarantee
          made by Lithuanian Partner to such creditors in favor of the New Company under
          clause 24.1., SPAR shall reimburse Lithuanian Partner pro rata with their
          respective share capital percentage in the New Company as at the date of
          reimbursement, but only if the New Companys borrowing of such funds and
          Lithuanian Partner guaranty of the New Companys obligations have been
          expressly agreed to in advance by SPAR in writing or in a Board resolution, for
          which all SPAR-nominated directors have voted affirmatively.

24.4.              For
the first three years of operations subsequent to the effective date of this
          Agreement (the Maximum Loss Period), if for any year the net loss
of           the New Company exceeds LTL 80,000 (the Annual Maximum Loss),
          Lithuanian Partner shall make a cash payment to the New Company equal to the
          amount of the net loss in excess of the Annual Maximum Loss (the Annual
          Maximum Loss Payment), which payment shall be in the form of a fully
          subordinated, non-amortizing, interest free loan with an initial term of the
          later of one year and the date following the close of any fiscal year where the
          New Company has sufficient distributable profits, which term shall be
          automatically extended by successive 12-month periods until such loan shall
have           been repaid. The Annual Maximum Loss Payment shall be paid within 45 days
after           the issuance of the annual audit report by the outside auditing firm
specified           in Article 20.

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# CHAPTER VII: ROLE OF
CONTRACTING PARTIES

|Article 25. |  | Certain Expenses
|----------- |  | ----------------

25.1.              SPAR
for first three (3) years will provide up to three thousand (3,000) 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 three thousand (3,000) hours the additional hours will           be billed
by SPAR to the New Company at US$ fifty five (55.00) per hour. However           a lower
price will be charged for programming costs if a less expensive way to           hire IT
staff is found. The New Company will be able to hire its own IT staff if           cost
of such hiring are lower than costs that otherwise will be paid by the New
          Company to SPAR.

25.2.              If
after three (3) years from the effective date of this Agreement, SPAR sells           its
interest to a third party or to Lithuanian Partner, SPAR is committed to
          supply:

25.2.1.   its name for an additional
year at no cost; and

25.2.2.   its
          Licensed Technology (as defined in the License Agreement) to the New Company
for           an additional eighteen (18) months at the following cost:

|                                  | 
|--------------------------------- | 
|                                  | 
|25.2.2.1. first six (6) months:   | 
|                                  | 
|25.2.2.2. next twelve (12)months: | 

At the end of such additional
eighteen (18) months period, in the case of both clauses 25.2.1. and 25.2.2. the New
Company shall immediately cease using the name SPAR and the License Agreement
shall be terminated.

25.3.              Lithuanian
Partner agrees that its operating expenses may not be allocated to           the New
Company.

|Article 26. |  | Training
|----------- |  | --------

SPAR and Lithuanian Partner shall
provide the appropriate training to the employees for New Companys operation at its
own site. The said training shall be made upon New Companys request and any
necessary expenses for the training shall be borne by New Company, except as otherwise
provided in the License Agreement.

|Article 27. |  | Non-Competition
|----------- |  | ---------------

For the duration of this Agreement
and for two (2) years after the termination of the Agreement, neither SPAR without the
consent of Lithuanian Partner, nor Lithuanian Partner without the consent of SPAR, shall
engage in, whether directly or indirectly, Merchandising

---

Services (as defined in the License
Agreement) or any other business then competitive with New company 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 the Territory, SPAR
shall not be prohibited from entering into or performing such agreement, provided that
SPAR shall make commercially reasonable efforts to enable New Company to participate in
and be fairly compensated for providing services to any such customer.

# CHAPTER VIII:
AMENDMENT FOR PUBLIC OFFERING

|Article 28. |  | Public Offering
|----------- |  | ---------------

The Parties acknowledge that the New
Company may attempt to become a listed company or over-the-counter company on the Vilnius
Stock Exchange or any other stock exchange or public market in Lithuania (Public
Offering). The Parties acknowledge that in case of Public Offering the New Company will
have to comply with the relevant governmental or regulatory requirements applicable for
Public Offering. If SPAR and Lithuanian Partner agree to undertake a Public Offering, all
parties shall discuss and reasonably cooperate with each other to rearrange the New
Company into the public company (akcine bendrove), amend the Articles of Association,
other incorporation documents of the New Company, and/or the License Agreement, as well
as cause the New Company to comply with other applicable governmental or regulatory
requirements in order to complete the Public Offering of the New Company. Any changes to
the License Agreement will be effective upon consummation of the Public Offering (but not
before), and subject to the approval of the Boards of Directors of the New Company,
Lithuanian Partner and SPAR.

# CHAPTER IX:
CONFIDENTIALITY

|Article 29. |  | Confidential Information
|----------- |  | ------------------------

Lithuanian Partner and SPAR shall
keep secret and retain in strict confidence any and all confidential information and use
it only for the purpose of this Agreement and shall not disclose it to a third 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. Notwithstanding to the
foregoing, SPAR is authorized to disclose or make public available this Agreement, if such
disclosure is required by legal requirements or other stock exchange regulations
applicable to SPAR in the United States or any other jurisdiction where SPAR is engaged in
its business. These confidentiality provisions shall survive termination of this
Agreement.

---

# CHAPTER X:
REPRESENTATIONS AND WARRANTIES, INDEMNITY

|Article 30. |  | Representations and Warranties
|----------- |  | ------------------------------

30.1.              Each
Party represents and warrants to each other that it is a company duly           organized
and validly existing under the laws of Lithuania or United States of           America,
as applicable.

30.2.              Each
Party and Guarantors represent and warrant to each other that they have           power
and authority to execute and deliver this Agreement and to perform its
          obligations hereunder, except that the Board of Directors of SPAR has to
approve           the execution of this Agreement prior its effect. The Agreement
constitutes a           valid and legally binding obligation of each Party and Guarantors
enforceable           against each of them in accordance with its terms. Except as
provided herein,           consummation by each Party and Guarantors of the transactions
contemplated           hereby does not and will not conflict with any legal requirement
or contract           applicable to each of them.

30.3.              Lithuanian
Partner and Guarantors represent and warrant to SPAR that financial           statements
of Lithuanian partner attached hereto as Exhibit H fairly represent           the
financial condition of Lithuanian Partner and, without limitation, all
          liabilities of Lithuanian partner.

30.4.              Guarantors
represents and warrants to SPAR that, as the result of Lithuanian           Partners
contributions to the New Company described in clauses 8.3. and           8.4., the New
Company will not become liable to any creditors of Lithuanian           Partner and will
not directly or indirectly take over any of Lithuanian           Partners debts,
liabilities or obligations (whether existing or           contingent), other than those
as indicated in Exhibit D.

|Article 31. |  | Indemnity
|----------- |  | ---------

31.1.              Each
Party will indemnify other Party for all losses incurred by such Party in
          connection with any inaccuracy of any representation or warranty made by the
          Party in this Agreement or any breach by the Party of any obligation hereunder.

31.2.              Without
limitation to the foregoing, each of the Party in the event of           inaccuracy or
breach of any of its representations, warranty of obligation           hereunder, will be
obliged to pay to the other Party the fine in the amount of           LTL 150,000 (one
hundred fifty thousand) and compensate the losses incurred by           the other Party
which are not covered by such fine.

---

31.3.              If
as the result of any transaction contemplated by this Agreement the New           Company
is recognized liable against any creditors of Lithuanian Partner, or           have to
pay for any debts, liabilities or obligations (whether existing or           contingent)
of Lithuanian Partner (other than those as listed in Exhibit D), the           Guarantors
will jointly and severally compensate the New Company by paying the           amount
necessary to put the New Company into the position it would have been in           had
such liability of the New Company not existed.

# CHAPTER XI: GENERAL
PROVISIONS

|Article 32. |  | Effective Date
|----------- |  | --------------

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

|Article 33. |  | Termination
|----------- |  | -----------

33.1.              If
SPAR transfers its shares in the New Company to Lithuanian Partner, or
          Lithuanian Partner transfers its respective shares in the New Company to SPAR,
          in accordance with Article 23 hereof, this Agreement shall terminate. If any
          Party transfers its shares in the New Company to another Party, unless
expressly           agreed by the non-transferring parties 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 New           Company occurred before the effective date of such
assignment.

33.2.              If
SPAR is not in breach of this Agreement, it may terminate this Agreement by
          written notice to Lithuanian Partner if any breach by Lithuanian Partner shall
          not have been corrected by Lithuanian Partner within thirty (30) days after
          written notice is given by SPAR. If Lithuanian Partner is not in breach of this
          Agreement, Lithuanian Partner may terminate this Agreement by written notice to
          SPAR if any breach by SPAR shall not have been corrected by SPAR within thirty
          (30) days after written notice is given by Lithuanian Partner. If Lithuanian
          Partner or SPAR disputes the exercise of any rights under this provision, such
          disputing party may invoke the arbitration provisions in Article 37.

33.3.              Either
Party may terminate this Agreement by giving notice in the event of one           or more
of the following occurs with respect to the other Party:

(a) appointment of a trustee or
receiver for all or any part of its assets;

(b) insolvency or bankruptcy;

(c) assignment for the benefit
of any           creditor;

(d) attachment of assets;

(e) expropriation of business
or           assets; and

(f) dissolution or liquidation.

---

If any Party is involved in any of
the events stated above, it shall immediately notify the other parties of the occurrence
of such event.

33.4.              In
case of the termination of this Agreement pursuant to Article 33.2. or           Article
33.3., the Party terminating in accordance with this Agreement shall           have an
option to purchase the shares of the other parties 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 New Company dissolved.

33.5.              Upon
termination of this Agreement or SPARs ceasing to hold at least 51%           of
the shares in New Company, the License Agreement shall terminate immediately.
          The validity of License Agreement may be extended upon request of the
Lithuanian           Partner, according to the provisions of Article 25 Paragraph 2 of
this           Agreement.

|Article 34. |  | Force Majeure
|----------- |  | -------------

No party shall be liable to any other
party for failure or delay in the performance of any of its obligations under this
Agreement for the time and to the extent such failure or delay is caused by riots, civil
commotions, wars, hostilities between nations, governmental laws, orders or regulations,
embargoes, actions by the government or any agency thereof, acts of God, storms, fires,
accidents, strikes, sabotages, explosions, or other similar contingencies beyond the
reasonable control of the respective parties.

|Article 35. |  | 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, (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.

|If to Lithuanian Partner: |  | UAB "Rinkos skatinimo sistemos"       | 
|------------------------- |  | ------------------------------------- | 
|                          |  | Auros av. 76233 Siauliai, Lithuania, | 
|                          |  | ATT Irena Kairiene                    | 
|                          |  | fax: + 370 41 595516;                 | 

---

|                  |  |                                                | 
|----------------- |  | ---------------------------------------------- | 
|If to SPAR:       |  | Spar Group International Inc.,                 | 
|                  |  | 580 White Plains Road, Tarrytown New York, USA | 
|                  |  | ATT Robert G. Brown, Chairman                  | 
|                  |  | fax: + 914-332-0741                            | 
|                 
|If to Guarantors: |  | Auros av. 76233 Siauliai, Lithuania,          | 
|                  |  | ATT Irena Kairiene                             | 
|                  |  | fax: + 370 41 595516.                          | 

|Article 36. |  | Assignment
|----------- |  | ----------

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

|Article 37. |  | Arbitration
|----------- |  | -----------

All dispute, controversies, or
differences which may arise between SPAR, on the one hand, and Lithuanian Partner, on the
other hand, out of or in relation to or in connections with this Agreement, shall be
finally settled by arbitration in Lithuania in accordance with the Arbitration Rules of
Vilnius Court of Commercial Arbitration if initiated by SPAR, or in New York City in
accordance with the International Arbitration Rules of the American Arbitration
Association if initiated by Lithuanian Partner. The hearings of the arbitral tribunal
shall be held in Vilnius, if initiated by SPAR, or in New York City, if initiated by any
other party hereto. The arbitration shall be conducted in English, by three (3)
arbitrators. The arbitration shall be final and legally binding upon both parties.

|Article 38. |  | Implementation
|----------- |  | --------------

The parties hereby agree, for
themselves, their successors, heirs and legal representatives, affiliates or other related
persons, respectively, to vote at Shareholders meetings, and to make their best
endeavors (including any actions within their reasonable control) in causing 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 New
Company, New Company work rules and other rules and Commercial registry and any other
document to be amended or adopted, as may be reasonably required to effect the provisions
and intent of this Agreement and the transactions contemplated hereby.

---

|Article 39. |  | Governing Law
|----------- |  | -------------

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

|Article 40. |  | Waiver
|----------- |  | ------

Any failure of any 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 41. |  | Entire Agreement
|----------- |  | ----------------

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

|Article 42. |  | Headings
|----------- |  | --------

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

|Article 43. |  | Language
|----------- |  | --------

This Agreement has been executed in
English language.

IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed in six (6) copies by their respective
duly authorized officer or representative as of the day first above written.

# Lithuanian Partner:

|           |                   
|---------- | ------------------
|Signature: | /s/ Irena Kairiene
|Name:      | Irena Kairiene    
|Title:     | Director          

---

# Spar Group International
Inc.:

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

# Guarantors:

|           |                        
|---------- | -----------------------
|Signature: | /s/ Irena Kairiene     
|Name:      | Irena Kairiene         
|          
|Signature: | /s/ Edvardas Kairys    
|Name:      | Edvardas Kairys        
|          
|Signature: | /s/ Rimantas Paulauskas
|Name:      | Rimantas Paulauskas    

---

Exhibit ATo the Joint Venture
Agreement 26 day of September, 2005

# FORM OF THE ARTICLES
OF ASSOCIATION OF NEW COMPANY

---

# ARTICLES OF
ASSOCIATION OF

# UAB SPAR RSS BALTIC

# Article 1.  General Part

1.1. UAB SPAR RSS Baltic (the
Company) is an enterprise the authorised capital of which is divided into
shares.

1.2. The Company is a legal
person and has its economiccommercial, financial and organisational independence.

1.3. The Company acts in
accordance with the Civil Code of the Republic of Lithuania, Company Law of Republic of
Lithuania, other laws and legal acts, these Articles of Association and other internal
documents of the Company.

1.4. The Companys legal
form is a private company. The Company is a legal person with limited civil liability. The
Company shall be liable for its obligations only to the extent of its assets. The
shareholders shall have no property obligations to the Company, except the obligation to
pay under the established procedure for the subscribed shares at their emission price.

1.5.    
          The registered office of the Company is located at Auros al. 66a,
          iauliai, the Republic of Lithuania.

1.6.    
          The financial year of the Company shall be the calendar year.

1.7.    
          The period of activity of the Company shall be unlimited.

Article 2.  Purposes of Activity of
the Company and Object of Economic Activity

2.1.    
          The Company shall engage in any legal economiccommercial activity,
          including (but not limited to):

| |  |  | providing
retail merchandising and product demonstration services;
| | - |  | ------------------------------------------------------------------

| |  |  | agency,
assistance, instruction and report of storefront sales activities;
| | - |  | --------------------------------------------------------------------------

| |  |  | implementation
of market research and analysis of results;
| | - |  | ----------------------------------------------------------

| |  |  | assembly
of setups used for sales promotion;
| | - |  | --------------------------------------------

| |  |  | consulting
regarding store management;
| | - |  | --------------------------------------

| |  |  | development
and sale of management system regarding retailing;
| | - |  | --------------------------------------------------------------

| |  |  | designing
and sale of database; and
| | - |  | -----------------------------------

| |  |  | any
and all businesses incidental or relating to any of the foregoing.
| | - |  | ----------------------------------------------------------------------

---

2.2.    
          The purposes of the activity of the Company are to seek for economic benefit in
          engagement in the aforementioned and other economic activities.

2.3.    
          The Company shall be entitled to carry out other than the aforementioned
          activity, unless it contradicts to the purposes of the activity of the Company
          or the laws. The Company may carry out the activity, which is licensed or
          performed subject to permits issued under a special procedure, only if
          appropriate licenses and (or) permits have been obtained.

# Article 3.  Authorized
Capital and Shares of the Company

3.1.    
          The authorized capital of the Company shall be 76500 (seventy six thousand five
          hundred) Litas. The authorized capital is divided into 76500 (seventy six
          thousand five hundred) ordinary registered shares with a par value of 1 (one)
          Litas each.

3.2.    
          All shares issued by the Company shall be ordinary registered shares. They shall
          be represented by the share certificates.

3.3.    
          If all shares of the Company are acquired by one person or the holder of all
          shares of the Company transfers a part of the Companys shares to other
          persons, it shall inform the Company within 5 (five) days from the transaction.
          The Chief Executive Officer of the Company shall notify of this fact the
          Registrar of the Register of Legal Persons within 5 (five) days from the day of
          receipt of the notice.

# Article 4.  Rights of
Shareholders

4.1.    
          Each ordinary registered share shall provide a shareholder with one vote at the
          General Meeting of Shareholders of the Company (the General
          Meeting), except for the cases provided by the laws.

4.2.    
          The shareholders shall have the following property rights:

1) to receive a certain
portion of the Companys profit (dividend);

2) to receive a portion of assets of the Company under liquidation;

3) to receive shares without payment if the authorized capital is
increased from           the funds of the Company, except for the cases provided by the
laws;

4) to have a pre-emptive right in acquiring newly issued shares of the
Company,           except for the cases when the General Meeting resolves by a 3/4 (three
quarters)           majority vote to revoke this priority right to all of the
shareholders;

5) to lend money for the Company in the manner established by the laws;

6) other property rights provided for in the laws.

4.3.    
          The shareholders shall have the following non-property rights:

1) to attend the General Meetings as
voting members, unless the laws or these           Articles of Association provide
otherwise;

2) to vote for or against proposed
resolutions in the           General Meeting subject to the rights granted by the shares;

3) to receive information on the Company to the extent
provided for in the laws;

---

4) to
appeal in court decisions or actions of the General Meeting, the Board of
          Directors and the Chief Executive Officer, to appeal in court with action
          petition for compensation for losses incurred to the Company by inaction or
          undue performance of Chief Executive Officer and other cases, prescribed by
          laws;
5) to transfer the right to vote at the General Meetings
to any third person. The           Chief Executive Officer of the Company must be
notified about such transfer of           the right to vote by providing him/her with a
copy of a relevant agreement and           (or) power of attorney within 7 (seven)
calendar days from execution of           respective documents; 
6) other non-property rights provided for in the laws
and these Articles of           Association.

# Article 5.  Bodies of the
Company

5.1.    
          The bodies of the Company shall be the General Meeting, the Board of Directors
          (Board) and the Head of the Company  the Chief Executive Officer.

5.2.    
          The supreme body of the Company shall be the General Meeting.

5.3.    
          The Supervisory Council shall not be formed.

5.4.    
          A member of the Companys body can enter into contracts with the Company.
          He/she must notify of such contracts and of his interests that may conflict with
          the Companys interests in the nearest Board meeting or prior to it by a
          written notice to Board members or orally in the Board meeting (recording this
          in the minutes) or immediately inform all the shareholders of the Company by a
          written notice.

# Article 6.  General
Meeting

6.1.     Only
          the General Meeting shall have the following powers:

1) to
amend the Articles of Association of the Company, except for the cases           provided
in the laws;

2) to elect and recall the Board in corpore or its
separate members;

3) to elect and revoke the audit company, fix the
conditions of payment for           auditing services;

4) to establish the class, number par value and minimal
issue price of the issued           shares of the Company;

5) to adopt a resolution to convert the Companys
shares of one class into the           Companys shares of other class, approve
procedure for converting of           shares;

6) to approve the annual financial statement and the
report on the Companys           activity;

7) to adopt a resolution on the distribution of profit
(loss);

8) to adopt a resolution on the formation, use, decrease
or cancellation of the           reserves;

9) to adopt a resolution to issue convertible bonds;

10) adopt a resolution to withdraw for all the
shareholders the pre-emption right to           acquire the shares of the specific issue
of shares or convertible bonds issued           by the Company;

11) to adopt a resolution to increase the authorised
capital of the Company; 
12) to adopt a resolution to reduce the authorised
capital of the Company, except           for the cases provided in the laws;

13) to adopt a resolution on acquisition of its own
shares by the Company;

14) to adopt a resolution to reorganise the Company or
separate it and approve the           conditions of reorganisation or separation;

---

15)          to adopt a resolution
to rearrange the Company;

16)          to adopt a resolution to restructure the Company;

17)          to adopt a resolution to liquidate the Company and
to recall liquidation of the           Company, except for the cases provided in the
laws;

18)          to elect and recall the liquidator of the Company,
except for the cases provided           in the laws;

19)          to adopt a resolution to transfer of any part or
whole of business;

20)          to adopt a resolution to approve, reject or change
the balance sheet, profit           assignment and dividends;

21)          to adopt a resolution to dismiss, replace, change of
powers, change in number or           length of tenure of the Board.

6.2.    
          The Ordinary General Meeting shall be convened by the resolution of the Board
          and held in Lithuania. The Ordinary General Meeting may be convened in any other
          place that shareholders may agree within three months from the last accounting
          period of Company.

6.3.    
          The Extraordinary General Meeting shall be convened by a resolution of the
          Board.

6.4.    
          The General Meeting shall be convened pursuant to the procedure established by
          the laws.

6.5.    
          The General Meeting may adopt resolutions if the participating or represented
          shareholders hold more than 50% (fifty) of the shares.

6.6.    
          The resolutions of the General Meeting shall be adopted when there are more
          for votes than against and for votes
          constitute more than a half of presenting votes of shareholders, except for the
          cases mentioned below in this paragraph. The resolutions of the General Meeting
          set forth in items 1, 4, 5, 7, 8, 9, 10, 11, 12, 14, 15, 16, 17, 19, 20 and 21
          of section 6.1 shall be adopted by a 2/3 (two thirds) majority vote of the
          shareholders present or represented at the General Meeting.

6.7.    
          The shareholder of the Company may authorise another person to vote for him/her
          at the General Meeting or perform other legal actions. The shareholder may vote
          in writing by filling the voting ballot. Voting by terminal telecommunication
          devices equals the voting in writing if protection of the text is secured and
          the signature can be identified.

6.8.    
          In General Meetings the minutes shall be drawn. The minutes might not be drawn
          when adopted resolutions are signed by all of the shareholders of the Company;
          also when the Company has a sole shareholder.

6.9.    
          If all the shares of the Company are owned by the sole natural or legal person,
          the written decisions of such person shall equal to the resolutions of the
          General Meeting.

# Article 7. The Board

7.1.    
          The Board shall consist of 4 (four) members. The Board shall be elected by the
          General Meeting in accordance with the procedure established in the laws.

---

7.2.    
          The term of office of Board shall expire at the close of each Ordinary General
          Meeting.

7.3.    
          The term of office of the Board shall commence with the closing of the General
          Meeting at which it was elected, unless the resolution of the General Meeting
          provides for the later date. The Board shall perform its functions for the term
          established in the Articles of Association or until election and commencement of
          functioning of the new Board, but no longer than until the ordinary General
          Meeting to be held in the year of the end of the term of office of the Board.

7.4.    
          The Chairman of the Board shall be elected by the members of the Board.

7.5.    
          The General Meeting may recall the entire Board or its individual members before
          the expiry of their term of office.

7.6.    
          The Ordinary Meeting of the Board of Directors shall be held semiannually, and
          an Extraordinary Meeting of the Board of Directors shall be held when necessary,
          both of which shall be convened in accordance with the provisions of the
          Articles of Association and Company law. To the extent then permitted, any
          meeting of the Board of Directors may be held by interactive telephone
          conference, video conference or other similar electronic or telephonic means,
          and any action that may be taken by the Board of Directors at a meeting thereof
          (whether in person or video conference) may be effected in lieu of such meeting
          by unanimous written consent resolution executed by each member of the Board of
          Directors.

7.7.    
          The Board shall analyse and approve:

1)          business strategy of the
Company;

2)          management structure of and positions in the Company;  

3)          positions to which employees are admitted on tender
basis;

4)          regulations of the branches and representative
offices of the Company;

5)          other issues which are established in the work
regulations of the Board.

7.8.    
          The Board shall elect and recall the Chief Executive Officer of the Company, fix
          his/her salary, other conditions of the employment contract, approve the office
          regulations, provide incentives and impose sanctions to him/her.

7.9.    
          The Board shall determine information, which shall be deemed commercial
          (business) secret.

7.10.    
          The Board shall analyse and evaluate the material provided by the Chief
          Executive Officer on:

1)          implementation of
business strategy of the Company;

2)          organization of activity of the Company;

3)          financial situation of the Company;

4)          business results, income and expense estimates, data
of stocktaking and other           value accounting in the Company.

7.11 The Board shall analyse and
assess draft annual financial statements and draft profit (loss) distribution of the
Company and submit them to the General Meeting for approval.

---

7.12.    
          The Board shall determine the methods for calculation of depreciation of
          tangible and non-tangible property to be applied in the Company.

7.13.    
          The Board shall adopt:

1)          decisions on
establishing branches and representative office of the Company;

2)          decisions on investment, transfer, lease of long-term
assets the balance value           whereof exceeds 1/20 (one twentieth) of the authorized
capital of the Company           (to be calculated separately for each kind of
transaction);

3)          decisions on pledge and mortgage of long-term assets
the balance value whereof           exceeds 1/20 (one twentieth) of the authorized
capital of the Company (total           value of transactions to be calculated);

4)          decisions on provision of guaranty or surety in
respect of fulfillment of other           persons obligations the value whereof
exceeds 1/20 (one twentieth) of the           authorized capital of the Company;

5)          decisions on the acquisition of long-term assets the
price whereof exceeds 1/20           (one twentieth) of the Companys authorized
capital;

6)          in the cases provided for in the laws, a decision to
restructure the Company;

7)          other decisions assigned to the competence of the
Board by these Articles of           Association or resolutions of the General Meeting;

8)          any investment or commitment of Company in amounts
individually in excess of LTL           50,000 or in the aggregate in excess of
LTL150,000;

9)          any loan or credit taken by Company;

10)          execution, amendment or termination of agreements or
commitments;

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

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

13)          initiating or settling any litigation, arbitration
or other formal dispute           settlement procedures or forgiveness of any obligation
owed to the Company in           excess of 150,000;

14)          approval of annual closing of the books of Company
and the Companys annual           financial statements, and changing of accounting
policies and practices or the           Companys accounting periods;

15)          approval of the list of positions of the Companys
Employees and main terms           and conditions of their employment;

16)          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           Company or with respect to any major strategic asset of Company
that is crucial           to Companys business;

17)          formation of any subsidiary of Company, entry into
(or subsequent termination           of) any joint venture, partnership or similar
agreements;

18)          entering into, amending or terminating any contract
with/or commitment to any           Board member or shareholder;

19)          decisions of giving the consent for viewing,
modifying or copying the software           subject to the License agreement.

7.14.    
          The Board shall be liable for timely convening and holding of the General
          Meetings.

7.15.    
          The work procedure of the Board shall be established by the work regulations of
          the Board adopted by it. The Board may adopt decisions and its sitting shall be
          deemed held if more than 2/3 (two thirds) of the members of the Board attend it.
          Members of the Board may vote for or against decisions
          submitted. During voting each member of the Board shall have one vote. A
          decision of the Board shall be adopted by affirmative vote of at least 2/3 (two
          thirds) of the Members of the Board.

---

7.16.    
          The Board must invite the Chief Executive Officer of the Company to every
          meeting of the Board and must provide him/her with a possibility to get
          acquainted with the information on the agenda issues.

7.17.    
          The members of the Board shall keep confidential the commercial secrets of the
          Company.

7.18.    
          The members of the Board shall be liable for their actions in accordance with
          the laws.

# Article 8. Head of the
Company

8.1.    
          The business activity of the Company shall be organized and executed by the Head
          of the Company  the Chief Executive Officer. The office regulations of the
          Chief Executive Officer shall be approved by the Board.

8.2.    
          The Chief Executive Officer within the limits set by the office regulations of
          the Chief Executive Officer and/ or the General Meeting or the Board shall:

1)              organize
the work of the Company, implement its objectives;

2)              issue orders regulating the work of the Companys
employees;

3)              appoint and dismiss employees of the Company,
conclude and terminate employment           contracts with them, impose incentives and
sanctions on them;

4)              open and close bank accounts and dispose of the funds
of the Company therein;

5)              represent the Company in court, arbitration and other
institutions and in           relationships with third persons;

6)              issue procuration;

7)              ensure protection of the Companys assets,
creation of normal working           conditions for the Companys employees,
protection of the Companys           commercial secrets;

8)              draw annual financial statements;

9)              submit information and documents to the General
Meeting in cases set forth in           the laws or upon its request;

10)              announce publicly information set forth in the laws
in the daily provided for in           these Articles of Associations;

11)              deliver information set forth in the laws to the
shareholders;

12)              perform other functions prescribed by the laws, the
Articles of Association,           resolutions of General Meeting or decision of the
Board, also decide on other           questions of Companys activities that
according to these Articles of           Association are not vested to the competence of
other bodies.

8.3.    
          The Chief Executive Officer shall be elected and recalled by the Board of the
          Company. The employment contract will be signed with the Chief Executive Officer
          by the Chairman of the Board or other person authorized by him/her. A person may
          not be elected to the position of the Chief Executive Officer if according to
          the laws he/she is not entitled to hold such a position. A person authorized by
          the Board must notify the Register of Legal Persons about the election or
          recalling of the Chief Executive Officer of the Company and termination of the
          employment contract with him/her on other grounds not later than within 5 (five)
          days.

---

8.4.    
          The Chief Executive Officer shall be elected for the period of 1 (one) year,
          subject to possible re-election.

8.5.    
          The Chief Executive Officer shall have the right to execute (sign) transactions
          of the Company in accordance with these Articles of Association, resolutions of
          the General Meeting or decisions of the Board, the office regulations of the
          Chief Executive Officer. The Chief Executive Officer shall be entitled to
          authorize other persons to execute (sign) transactions of the Company.

8.6.    
          The Chief Executive Officer shall be liable for his/her actions pursuant to the
          laws.

# Article 9. Audit of the
Company

9.1.    
          Each year, Company shall arrange an annual audit of the accounting records and
          books and shall submit a report of such audit to each of the shareholder hereto
          within 30 (thirty) days from the completion of the audit. Each year, the audit
          shall commence no later than February 15 and shall be completed no later than
          March 1.

9.2.    
          An internationally recognized auditing firm shall be the auditing firm appointed
          by the General Meeting of Shareholders of the Company. Such auditing firm shall
          audit the accounting records and books of Company and any other matters
          relating, directly or indirectly, to the financial condition of Company. Company
          shall keep true and correct accounting records and books with regard to all of
          its operations in accordance with generally accepted accounting principals
          consistently applied in Lithuania (GAAP).

9.3.    
          The audit company (the auditor) elected by the General Meeting shall keep
          confidential the Companys secrets learnt while performing its functions.

9.4.    
          The audit company (the auditor) elected by the General Meeting shall be liable
          for the unsatisfactory control of the Companys activities and concealment
          of defects of the activity. Chief Executive Officer shall assure that all the
          documents, necessary for inspection as prescribed in the agreement with the
          audit company, shall be submitted to the auditor.

# Article 10. Branches and
Representative Offices of the Company

10.1.    
          Branches and (or) representative offices of the Company shall be established and
          their activity shall be terminated by the decision of the Board. The number of
          branches and (or) representative offices of the Company shall be unlimited.

10.2.    
          Branches and (or) representative offices of the Company shall act in accordance
          with the branch and (or) representative office regulations approved by the
          Board.

10.3.    
          Heads of branches and/or representative offices of the Company shall be
          appointed and recalled by decision of the Board in accordance with the
          regulations of branches and/or representative offices of the Company approved by
          the Board.

---

# Article 11. Procedure
for Announcement of the Companys Notices

11.1.    
          Notifications of the Company, including information and other documents
          concerning convening of the General Meeting, also notices and information about
          the reorganization and liquidation of the Company, resolutions of the General
          Meeting, other notifications and documentation to be known by the shareholders
          and (or) other persons shall be sent out by registered mail or handed in person
          by recorded delivery. If necessary, notifications may be communicated by fax,
          mailing them afterwards by registered mail or handing them in person by recorded
          delivery.

11.2.    
          Notifications of the Company shall be sent within the terms specified by the
          laws and, if such terms are not established, they shall be sent no later than
          within 15 (fifteen) days from the adoption of a respective resolution or other
          document or submission of information to the Chief Executive Officer.

11.3.    
          The Chief Executive Officer of the Company shall be responsible for timely
          notification.

11.4.    
          Notifications to the shareholders and other persons shall be sent to the address
          which is the last one indicated by them. The shareholder must inform the Company
          in advance about the change of the address (the registered office).

11.5.    
          If the shareholders address (registered office) is unknown and a
          reasonable attempt to find it did not yield results, or, for reasons beyond the
          Companys control, it is impossible to send a notification to the
          shareholder by registered mail or hand it in person by recorded delivery, such
          notification, as well as all other notifications of the Company, which according
          to the procedure prescribed by the laws should be announced publicly, shall be
          announced in the national daily newspaper Lietuvos Rytas.

Article 12. Procedure for
Submission of the Companys Documents and Other Information to Shareholders

12.1.    
          Upon a shareholders written request, the Company shall, no later than
          within 7 (seven) days from the day of receipt of the request, provide the
          shareholder with a possibility to get familiar with and/or present copies of the
          following documents: the Articles of Association of the Company, annual
          financial statements, reports on the activity of the Company, audit statements
          and reports, minutes of General Meetings or other documents containing
          resolutions of General Meetings, lists of the shareholders, other documents of
          the Company, which are considered public according to the laws, if they do not
          contain commercial (business) secret. The list of the shareholders of the
          Company presented to the shareholders shall, according to the last data
          available in the Company, contain names, surnames of the shareholders, names of
          the legal persons, number of registered shares in the Company owned by the
          shareholders, mailing addresses of the shareholders. Upon provision to the
          Company of a written undertaking of the form established by the Company not to
          disclose the commercial (business) secret, a shareholder or group of
          shareholders holding or possessing over 1/2 (one half) of the shares shall have
          the right of access to all documents of the Company. Refusal to provide
          documents shall be executed by the Company in writing upon the
          shareholders request. Disputes regarding the right of the shareholder to
          the information shall be settled in court.

---

12.2.    
          The Companys documents and other information or copies thereof shall be
          presented to the shareholders at the office of the Company. The Chief Executive
          Officer of the Company shall be responsible for presentation of the
          Companys documents and other information to the shareholders and other
          persons.

12.3.    
          The Companys documents and other information shall be presented to the
          shareholders free of charge.

| |                              
| | -----------------------------
| | _____________________________
|
| | (signature)                  
|
|
| | _____________________________
|
| | (date of signing)            

# Lithuanian Partner:

|           |                   
|---------- | ------------------
|Signature: | /s/ Irena Kairiene
|Name:      | Irena Kairiene    
|Title:     | Director          

# Spar Group International
Inc.:

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

---

Exhibit B
To the Joint Venture Agreement

# FORM OF THE LICENSE
AGREEMENT

---

This License Agreement (this
Agreement) is between Spar Group International Inc. a Nevada corporation
(SPAR), and UAB SPAR RSS Baltic, a Lithuanian private company with limited
liability (uzdaroji akcine bendrove) (the Company).

RECITALS

A.    
          SPAR is the developer, licensee and/or owner of certain proprietary software,
          know-how and technology that it uses in providing Merchandising Services (as
          defined below);

B.    
          On 26 September 2005, SPAR and the Company entered into that certain Joint
          Venture Agreement (the JVA) concerning their rights and obligations
          as shareholders of the Company, and the JVA requires that SPAR license to
          Company the rights necessary to enable it to provide Merchandising Services in
          Lithuania.

The
parties hereto agree as follows:

AGREEMENT

1.    
          Defined Terms and Interpretation. Capitalized terms used in this Agreement shall
          have the meanings provided in Annex A or parenthetically in this Agreement, all
          of such meanings to be equally applicable to the singular and plural forms
          thereof. As used in this Agreement, including or forms of such word
          mean including without limitation.

2.    
          Grant of Technology License. Subject to and in consideration of the terms and
          conditions of this Agreement, SPAR grants to the Company a non-transferable and
          non-exclusive license to use the Licensed Technology in the Territory (as
          defined in Annex A) for the purpose of providing Merchandising Services to
          customers located in the Territory during the Term (as defined below), subject
          to the following further conditions (such grant on such terms, the
          Technology License):

(i)    
          The Technology License does not confer to the Company any right to view, modify
          or copy the SPAR Original Software, the SPAR Adapted Software or to access the
          source code of the SPAR Original Software and the SPAR Adapted Software unless
          SPAR expressly permits in writing except legitimate replication of the software
          permitted by law;

(ii)    
          The sole permitted use of the licensed technology shall be operating a
          Merchandising Services business in the Territory;

(iii)    
          The Company may make copies of the Documentation only as is necessary for the
          Company to use the Licensed Technology as expressly permitted by this Agreement;

(iv)    
          The Company may not sublicense, assign or pledge the Technology License or any
          of the Licensed Technology;

(v)    
          The Company may not offer or provide Merchandising Services outside of the
          Territory;

---

(vi)    
          The Licensed Technology, including all SPAR Developments with respect thereto,
          shall remain at all times the sole and exclusive property of SPAR or its
          licensors and suppliers. Except for those modifications to the SPAR Adapted
          Software made by or at the direction of the Company, nothing within the terms of
          this Agreement shall be construed to confer a right upon the Company to license
          from SPAR any improvements, updates, derivative works or other changes to the
          SPAR Adapted Software; and

(vii)    
          The Company Developments shall remain at all times the sole and exclusive
          property of the Company or its licensors and suppliers.

3.    
          Trademark License.

3.1  
Grant of Trademark License. Subject to the terms and conditions of this Agreement, SPAR
grants to the Company a non-transferable, non-exclusive license to use the name,
trademarks, service marks, etc. identified on Annex B as may be amended from time to time
to reflect discontinued, new or modified marks (collectively, the Licensed
Marks) during the Term in connection with providing Merchandising Services in the
Territory to customers in the Territory. The foregoing license shall be subject to any
further stipulations set forth in Annex B or usage guidelines published by SPAR to the
Company from time to time.

3.2  
Company Marks. The Company shall not seek to register during or after the Term of this
Agreement, in or outside the Territory any trademark or service mark incorporating or
confusingly similar with any of the Licensed Marks without the prior written consent of
SPAR. The Licensed Marks shall remain at all times the sole and exclusive property of SPAR
or its licensors, as the case may be. The Company acknowledges SPARs ownership of
the Licensed Marks and covenants that, during and after the Term, it will not directly or
indirectly contest or aid in contesting the validity of the Licensed Marks or SPARs
ownership thereof, or take any action whatsoever in derogation of SPARs claimed
rights therein. The Company acknowledges that any and all goodwill associated with the
Licensed Marks shall inure directly and exclusively to the benefit of SPAR and is the
property of SPAR, and that upon the transfer, expiration or termination of this Agreement,
no monetary amount shall be assigned or attributable to any goodwill associated with the
Companys use of the Licensed Marks.

4.    
          Technology Transfer and SPAR Assistance.

4.1  
            Adaptation. SPAR shall provide the SPAR Adapted Software.

4.2  
Supply of SPAR Adapted Software. SPAR shall provide the Company with modules of the SPAR
Adapted Software as soon as each such module is developed.

4.3  
Company Testing and Use. The Company agrees to test the SPAR Adapted Software promptly
after receipt from SPAR, and shall notify SPAR promptly of defects. The Company
acknowledges and agrees that it is solely responsible for its use of the SPAR Adapted
Software. SPAR shall attempt to correct the defects notified by the Company as soon as
reasonably possible.

---

4.4  
Approved System. The Company shall operate the SPAR Adapted Software only on an Approved
System (as defined in Annex A). The obligation under this Section 4.4 is necessary to
enable SPAR to provide training, localization and maintenance support services
contemplated by this Agreement.

4.5  
Transfer Training. SPAR shall provide to the Company training in the use of the Licensed
Technology and the offering of Merchandising Services as will be agreed from time to time
by SPAR and the Company. All transfer training will be provided in the U.S. or Lithuania
and in English. The Company shall reimburse the reasonable travel related expenses of SPAR
personnel providing any services outside the U.S. unless otherwise agreed by the parties.

4.6  
Software Maintenance. SPAR shall make available to the Company telephone or online
maintenance support for the SPAR Adapted Software, shall provide bug fixes and
other corrections it develops and shall provide any further maintenance support services
as agreed by SPAR and the Company.

4.7  
Update of SPAR Original Software. When SPAR Original Software is modified and/or updated,
the parties shall consult each other whether SPAR will develop corresponding SPAR Adapted
Software. If they agree that such software should be developed, they will also agree
whether this will be done by SPAR free of charge or at SPARs standard rates
(currently $55 per hour).

4.8  
Additional Services. If the Company requests additional assistance from SPAR, including
updates to the SPAR Adapted Software as not agreed to by SPAR in Section 4.7, SPAR will
discuss this in good faith with the Company. In principle, such assistance shall be
provided at SPARs standard rates (currently US$55 per hour) but the parties shall
agree to good faith adjustments for routine or complex work.

5.    
          Company Developments. In consideration of the licensing and other transactions
          performed by SPAR under this Agreement, to the extent during the Term that the
          Company develops or acquires rights to any Company Developments, the Company
          shall disclose promptly to SPAR a description of such Company Developments in
          sufficient detail for SPAR to have a reasonable understanding of the
          functionality and commercial applications thereof. If requested by SPAR, the
          Company shall negotiate in good faith a license to SPAR for any Company
          Developments.

6.    
          Confidentiality and Proprietary Rights.

6.1  
Acknowledgement. Both parties acknowledge that (i) as between the Company and SPAR, the
Licensed Technology and Licensed Marks are owned by SPAR, protected by patent, trade mark,
copyright and/or trade secret laws and that the Licensed Technology contains SPAR
Proprietary Information, and (ii) the Company Proprietary Information is owned by the
Company.

6.2  
Notices and Adverse Claims. In order to put third parties on notice, the Company agrees to
include without alteration in all tangible media containing Licensed Technology and
Licensed Marks any restricted rights notices, copyright notices, other proprietary legends
and trademarks of SPAR, its licensors or suppliers timely provided in writing to the
Company by SPAR. Any copyright notice in any way included in any tangible

---

media containing Licensed Technology
does not, by itself, constitute evidence of publication of public disclosure. The Company
shall promptly notify SPAR if it becomes aware of any unpermitted usage of any Licensed
Technology or Licensed Marks, or claim of rights in any of the Licensed Technology or
Licensed Marks, by any person in the Territory. In the event SPAR undertakes the defense
or prosecution of any litigation in the Territory relating to the Licensed Technology or
Licensed Marks, the Company shall execute any and all documents and do such acts and
things, at the expense of SPAR, as may, in the opinion of counsel for SPAR, be necessary
to carry out such defense or prosecution.

6.3  
            Non-Disclosure.

6.3.1            Obligation.
Each party shall:

(i)    
          Treat as confidential and proprietary all Proprietary Information disclosed by
          the other party.

(ii)    
          Not disclose such Proprietary Information of the other party to any employee or
          contractor not having a specific need to know such information for the purpose
          of this Agreement and only if such employee or contractor is bound by written
          obligation of confidentiality to such party.

(iii)    
          Ensure that the other partys Proprietary Information is used only in
          connection with performance of this Agreement.

(iv)    
          Maintain the confidentiality of the Proprietary Information by using at least
          the same degree of care as is used by it for its own proprietary information
          and, in any event, no less than reasonable care.

Notwithstanding to the foregoing,
each party is authorized to disclose or make publicly available this Agreement, if such
disclosure is required by the applicable legal requirements of stock exchange regulations.

6.3.2  
Exceptions. Notwithstanding Section 6.3.1, either party may disclose Proprietary
Information to a governmental agency, court, or arbitral tribunal if so required by law
(in all such cases, the Company shall take all reasonable measures to try to minimize the
disclosures and to try to ensure that the entity receiving the Proprietary Information
maintains its confidentiality). Further, SPAR is authorized to disclose or make public
available this Agreement, if such disclosure is required by legal requirements or other
stock exchange regulations applicable to SPAR in the United States or any other
jurisdiction where SPAR is engaged in its business.

7.    
          Term. Subject to the termination provisions set forth below, the term of this
          Agreement shall remain in effect until the third anniversary of the Execution
          Date (the Term). This Agreement may be renewed for additional
          three-year terms, if both parties agree in writing to extend the Agreement for
          any given subsequent three-year term.

8.    
          Termination. This Agreement shall be terminable immediately upon written notice
          given by:

---

(i)    
          The non-defaulting party, if the non-defaulting party has given the other party
          written notice of material breach or default by such party (such notice to
          explain the alleged breach in reasonable detail) and the other party fails to
          cure such breach within30 days of receipt of such notice;

(ii)                  Either
party, in the event of the appointment of an assignee, referee, receiver           or
trustee for the other party under any insolvency law, or should the other           party
become the subject of any proceeding under any applicable bankruptcy or
          insolvency law; or

(iii)     SPAR,
in the event that SPAR or any other of its           affiliates, collectively or
individually, ceases to own at least 51% of the           Companys social capital; or

(iv)    
          The validity of License Agreement may be extended upon request of the Company,
          according to the provisions of Joint Venture Agreement signed 22 day of
          September 2005, Article 25 Paragraph 2 and Article 33.

9.    
          Consequences of Expiration or Termination. Upon any termination of this
          Agreement, except as otherwise then agreed between the parties hereto:

(i)    
          The Technology License and Trademark License shall immediately terminate, and
          the Company shall have no further rights with respect to the Licensed Technology
          or Licensed Marks;

(ii)    
          All accrued and unpaid fees and any other costs or expenses owing by either
          party to the other shall become due and payable; and

(iii)    
          The Company shall return to SPAR all tangible media and copies thereof embodying
          any Licensed Technology and delete all copies of the Licensed Technology on
          Company systems or otherwise stored digitally, the Company shall return or
          destroy, at the direction of SPAR, all media on which is recorded SPAR
          Proprietary Information and SPAR shall return or destroy, at the direction of
          the Company, all media on which is recorded Company Proprietary Information.

10.    
          Disclaimer. SPAR disclaims any and all warranties relating to the Licensed
          Technology, express or implied, including any warranties of merchantability or
          fitness for a particular purpose.

11.    
          Governmental Approvals and Public Registration Formalities. The Company shall be
          responsible for obtaining licenses or other approvals from the government of the
          Territory, and make the filings as required by the applicable laws in the
          Territory in respect of this agreement or the activities contemplated herein, in
          a proper and timely fashion, as is necessary to permit the Company to import or
          transfer any Licensed Technology into the Territory, to use any Licensed
          Technology in the Territory, to market or sell Merchandising Services in the
          Territory, to remit monies payable to SPAR pursuant to this Agreement or to
          enter into or perform this Agreement. SPAR shall be responsible for obtaining
          any required U.S. governmental approvals.

12.    
          Taxes. The Company shall be solely responsible and liable for all
          Territorys taxes, duties, import, deposits, assessments and other
          Territorys governmental charges, however designated, other than those
          based solely on SPARs income. The Company is authorized, to the extent
          required by Territorys law and applicable treaties, to withhold
          Territorys taxes from any sums otherwise owing SPAR in respect of payments
          due under this

---

Agreement.    
          The Company shall provide SPAR with all evidence and documentation reasonably
          available to the Company and necessary to substantiate such withholding for
          purposes of obtaining U.S. tax credits.

13.    
          Governing Law and Dispute Settlement. This Agreement shall be governed by the
          law of New York. Any dispute, claim or controversy arising out of or relating to
          this Agreement that is not resolved by agreement between the parties shall be
          resolved using the dispute resolution provisions set forth in the JVA.

14.    
          Limitation on Liability. SPAR shall not be liable for any indirect, incidental,
          special, or consequential damages, including without limitation, lost data or
          lost profits, however arising, even if it has been advised of the possibility of
          such damages. The Company acknowledges that without its agreement to the
          limitations contained in this Section 14, fees charged for the license to
          the Licensed Technology and the Licensed Marks and for related services would be
          higher.

15.    
          Representations of SPAR.

15.1  
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 15, SPAR MAKES NO
REPRESENTATIONS AND DISCLAIMS ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION WARRANTIES AS TO THE QUALITY, COMPLETENESS, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR USE OR PURPOSE.

15.2  
Representations. SPAR represents that to its knowledge it either owns or has the right to
grant to the Company all intellectual property rights included in the Technology License
and Trademark License and that there are no conflicting claims by a third-party with
respect to the Licensed Marks or SPAR Adapted Software which would impair the
Companys ability to exercise its rights under this Agreement.

15.3  
Performance Options. In the event of a breach of the representations in Section 15.2, the
Company shall provide notice to SPAR immediately and SPAR shall take one of the following
courses of action at its option:

(i)    
          substitute breaching materials with non-breaching materials substantially
          similar to the materials that caused the breach;

(ii)    
          obtain sufficient rights to allow the Company to use the Licensed Marks and SPAR
          Adapted Software as contemplated in this Agreement; or

(iii)    
          refund to the Company the proportional value of the material represented in the
          fees owed to SPAR.

Notwithstanding the other provisions
of this Agreement, the remedies described in this 15.3 are the sole remedies available to
the Company with respect to a breach of Section 15.2.

16.    
          Assignment and Sublicensing. Except as expressly agreed by the parties in
          writing, neither this Agreement nor any obligations hereunder may be sublicensed
          or assigned, directly or indirectly, voluntarily or by operation of law.

---

17.    
          Miscellaneous. This Agreement represents the entire agreement between the
          parties hereto and supersedes any and all prior agreements between the parties,
          written or oral, pertaining to its subject matter. All schedules, exhibits and
          addenda constitute integral parts of this Agreement. Any provision of this
          Agreement may be waived if, and only if, such waiver is in writing and signed by
          the party or parties against whom the waiver is to be effective. Except as
          expressly set forth herein, no failure or delay by any party in exercising any
          right, power or privilege hereunder shall operate as a waiver thereof nor shall
          any single or partial exercise thereof preclude any other or further exercise
          thereof or the exercise of any other right, power or privilege. The rights and
          remedies herein provided shall be cumulative and not exclusive of any rights or
          remedies provided by law. The Company is not a partner, employee, or agent of
          SPAR and shall have no authority to act for or on behalf of or to bind SPAR. Any
          provisions which on their face or by the nature of their obligations are
          intended to survive the termination of this Agreement shall do so. The
          invalidity, illegality, or unenforceability of any provision of this Agreement
          shall not affect the other provisions of this Agreement. All notices and other
          communications given or made hereunder shall be given in accordance with the
          terms of the JVA. This Agreement may be signed in any number of counterparts, in
          person or by fax, each of which shall be deemed an original. This Agreement
          shall become effective when each party shall have received a counterpart hereof
          signed by the other party. This Agreement is subordinated to the Joint-Venture
          Agreement. In case of any discrepancy between this agreement and the
          Joint-Venture Agreement, the Joint-Venture Agreement shall prevail.

IN WITNESS WHEREOF, the parties have
executed and delivered this License Agreement as of the date first above written.

# UAB SPAR RSS Baltic:

|Signature: | ________________________
|---------- | ------------------------
|Name:      | ________________________
|Title:     | ________________________

# Spar Group International
Inc. :

|Signature: | ________________________
|---------- | ------------------------
|Name:      | Robert G Brown          
|Title:     | Chairman and CEO        

---

Annex A
To the License Agreement

# SELECTED DEFINITIONS

Approved System means, as
at any time, the computing systems, servers, processors and other hardware, together with
any operating system software and applications software to enable SPAR to provide
training, localization and maintenance support services contemplated by this Agreement,
that are approved by SPAR as required by the terms of this Agreement. SPAR shall not
unreasonably withhold such approval.

Execution Date means the
date when this Agreement is executed.

SPAR Developments means
any intellectual property developed by SPAR not based on the Company Proprietary
Information.

Company Developments
means any intellectual property developed by the Company and not based on the SPAR Adapted
Software or SPAR Proprietary Information.

Licensed Marks means the
trade name, logo, trademarks and/or service marks owned or used under license by SPAR and
now or in the future used by SPAR or the Company in connection with offering Merchandising
Services.

Licensed Technology means
all SPAR Adapted Software and SPAR Proprietary Information.

Merchandising Services
means in-store marketing, inventory management, distribution, fulfillment and other
services provided to consumer product and other businesses, which SPAR performs in U.S. by
using Licensed Marks and Licensed Technology.

Proprietary Information
means all data, processes, procedures, methods, documentation, information, records,
drawings, designs, specifications, evaluations, know how, and material related to the
Merchandising Services, business, assets, products, processes, or prospects of a party
(Disclosing Party) communicated to, supplied to, or observed by the other
party (Disclosed Party), directly or indirectly, at any time, whether or not
protected under trade secret or patent law, or received from the Disclosing Party or any
person subject to a contractual or fiduciary relationship with the Disclosing Party. The
term Proprietary Information shall not include information otherwise
unprotected by law as proprietary property of the Disclosed Party that the Disclosed Party
can demonstrate:

(i)    
          was known to the Disclosed Party at the time of receipt from the Disclosing
          Party;

(ii)    
          is or becomes publicly known or a part of the public domain through no act or
          fault of the Disclosed Party;

(iii)   
          was received by the Disclosed Party from a third party having the legal right to
          transmit the same; or

---

(iv)    
          was developed by the Disclosed Party independently of any of the Proprietary
          Information.

If the Disclosing Party is SPAR, such
Proprietary Information is indicated as SPAR Proprietary Information; and if the
Disclosing Party is the Company, such Proprietary Information is indicated as Company
Proprietary Information

SPAR Original Software
means software used by SPAR as of the Execution Date in providing Merchandising Services
in the U.S., and accompanying documentation, including operating manuals, user
instructions, technical literature, hard and soft copy forms of SPAR sales brochures,
product/service sheets and other documents which are part of the standard SPAR sales
toolkit.

SPAR Adapted Software
means the adaptation of SPAR Original Software as adapted by SPAR for use in Lithuania and
made available to the Company in object code form, and accompanying documentation,
including operating manuals, user instructions, technical literature, hard and soft copy
forms of SPAR sales brochures, product/service sheets and other documents which are part
of the standard SPAR sales toolkit.

Territory means the
countries of Lithuania, Latvia and Estonia.

# UAB SPAR RSS Baltic:

|           |                         
|---------- | ------------------------
|Signature: | ________________________
|Name:      | ________________________
|Title:     | ________________________

# Spar Group International
Inc. :

|           |                         
|---------- | ------------------------
|Signature: | ________________________
|Name:      | Robert G Brown          
|Title:     | Chairman and CEO        

---

Annex B
To the License Agreement

# LICENSED MARKS

The following marks registered or
applied for in the U.S. are included as part of the Licensed Marks.

|          
|----------
|
|          
|M-TM-10386
|(595-2)   
|          
|M-TM-10387
|(595-3)   
|          
|M-TM-10521
|(595-7)   
|          
|M-TM-10725
|(595-19)  
|          
|M-TM-10724
|(595-18)  
|          
|M-TM-10723
|(595-17)  
|          
|M-TM-10722
|(595-16)  
|          
|M-TM-11360
|(595-41)  
|          
|T/595-60  
|          

Lithuanian versions, applications,
registrations of the above marks existing as of the Execution Date or subsequently
developed or pursed by SPAR during the term of this License Agreement shall be included as
part of the Licensed Marks.

# UAB SPAR RSS Baltic:

|Signature: | ________________________
|---------- | ------------------------
|Name:      | ________________________
|Title:     | ________________________

---

# Spar Group International
Inc. :

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

| | * * * * *
| | ---------

# Lithuanian Partner:

|           |                   
|---------- | ------------------
|Signature: | /s/ Irena Kairiene
|Name:      | Irena Kairiene    
|Title:     | Director          

# Spar Group International
Inc.:

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



---

# Exhibit C

To the Joint Venture
Agreement 26 day of September, 2005

# LIST OF ASSETS TO BE
TRANSFERRED BY LITHUANIAN PARTNER TO NEW COMPANY

|  
|--
|
|  
|1 
|  
|2 
|  
|3 
|  
|4 
|  
|5 
|  
|6 
|  
|7 
|  
|8 
|  
|9 
|  
|10
|  
|11
|  
|12
|  
|  
|  

# Lithuanian Partner:

|           |                   
|---------- | ------------------
|Signature: | /s/ Irena Kairiene
|Name:      | Irena Kairiene    
|Title:     | Director          

# Spar Group International
Inc.:

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

---

Exhibit D 
To the Joint Venture
Agreement 26 day of September, 2005

LIABILITIES TO BE
TRANSFERRED TO NEW COMPANY BY LITHUANIAN PARTNER

NONE

# Lithuanian Partner:

|           |                   
|---------- | ------------------
|Signature: | /s/ Irena Kairiene
|Name:      | Irena Kairiene    
|Title:     | Director          

# Spar Group International
Inc.:

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

---

Exhibit F 
To the Joint Venture
Agreement 26 day of September, 2005

LIST OF EMPLOYEES OF LITHUANIAN
PARTNER 
INTENDED TO BE
TRANSFERRED FROM LITHUANIAN PARTNER TO NEW COMPANY

|   |                       |                     
|-- | --------------------- | --------------------
|  
|No | Name                  | Position            
|  
|1. | Irena Kairiene        | Director            
|  
|2. | Rimas Paulauskas      | Deputy director     
|  
|3  | Rimvydas Liutkevieius | Supervisor          
|  
|4  | Andrius Bogusevicius  | Supervisor          
|  
|5  | Arturas Dambrauskis   | Merchandiser        
|  
|6  | Liutauras Pocius      | Merchandiser        
|  
|7  | Virginijus Pocius     | Merchandiser        
|  
|8  | Arunas Porutis        | Merchandiser        
|  
|9  | Daiva Preiksaitiene   | Merchandiser        
|  
|10 | Lauras Vitkauskas     | Merchandiser        
|  
|11 | Tomas Navardauskas    | Merchandiser        
|  
|12 | Mantas Kalina         | Merchandiser        
|  
|13 | Raimondas Petkunas    | Merchandiser        
|  
|14 | Liudas Savinskas      | Merchandiser        
|  
|15 | Arvydas Trinkunas     | Merchandiser        
|  
|16 | Laurynas Ziungaila    | Merchandiser        
|  
|17 | Tomas Eivilis         | Merchandiser        
|  
|18 | Justinas Virbasius    | Merchandiser        
|  
|19 | Elena Simanauskaite   | Data administrator  
|  
|20 | Santa Masandaviciute  | Marketing manager   
|  
|21 | Raimonda Raguckaite   | Marketing specialist
|  
|22 | Changeable            | Personnel manager   
|  
|23 | Vidas Atas            | JTI merchandiser    
|  
|24 | Audrius Atraskas      | JTI merchandiser    
|  
|25 | Arunas Dailydis       | JTI merchandiser    
|  
|26 | Angele Dzervute       | JTI merchandiser    
|  
|27 | Ignas Luksas          | JTI merchandiser    
|  
|28 | Asta Miskiniene       | JTI merchandiser    
|  



---

|   |                      |                 
|-- | -------------------- | ----------------
|  
|No | Name                 | Position        
|  
|29 | Eimantas Pagirys     | JTI merchandiser
|  
|30 | Silverijus Puotkalis | JTI merchandiser
|  
|31 | Donatas Sutkus       | JTI merchandiser
|  
|32 | Vaidas Urbaitis      | JTI merchandiser
|  
|33 | Vygandas Valciukas   | JTI merchandiser
|  
|34 | Tomas Vilkauskas     | JTI merchandiser
|  

The Parties further agree that the
following main clauses will be included into respective employment contract executed with
the employees of Lithuanian Partner (Irena Kairiene and Rimas Paulauskas)intended to be
transferred to New Company:

---

| |  |  | The
net salary per month of Irena Kairiene and Rimas Paulauskas for the six months from the
execution of the respective Employment Agreement shall be equal to 3500 Litas (Irena
Kairienë) and 3000 Litas (Rimas Paulauskas).
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | The
net salary per month of Irena Kairienë and Rimas Paulauskas for the next six months
from the execution of the respective Employment Agreement shall be equal to 5500 Litas
(Irena Kairienë) and 5000 Litas (Rimas Paulauskas).
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Parties,
taking into consideration the policy of the Employer, may separately agree on the bonuses
and additional compensations paid to the Employees. The decisions on those matters are
taken by the Board of New Company.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Except
in case of the employees fault, the Employer will not initiate under any
circumstances nor it will actually terminate employment relations for at least 5 (five)
years after execution of respective Employment Agreements.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Upon
termination of legal employment relations the Employer obliges to pay to the employee the
compensation which equals to the amount of 12 (twelve) net monthly salaries of the
Employee.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The employment conditions for the
rest of the employees will be approved by the Board of New Company.

# Lithuanian Partner:

|           |                   
|---------- | ------------------
|Signature: | /s/ Irena Kairiene
|Name:      | Irena Kairiene    
|Title:     | Director          

# Spar Group International
Inc.:

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

---

Exhibit G
To the Joint Venture
Agreement 26 day of September, 2005

LIST OF CONTRACTS TO BE
TRANSFERRED BY LITHUANIAN PARTNER TO NEW COMPANY

|   |                                     |             |            |                
|-- | ----------------------------------- | ----------- | ---------- | ---------------
|  
|No | Company name                        | Contract No | Date       | Sort of service
|  
|1  | AB"Kauno grudai"                    | 03./05      | 2003 04 15 | Merchandising  
|  
|2  | UAB"Gabija"                         | 04./06      | 2004 10 14 | Merchandising  
|  
|3  | UAB"Vesiga"                         | 05./04      | 2005 05 02 | Merchandising  
|  
|4  | TUB "Rinkuskiai"                    | 05./02      | 2005 01 02 | Merchandising  
|  
|5  | UAB"TELE2"                          | A 05./01    | 2005 02 01 | Audit          
|  
|6  | . Mareiausko amone" (nuts)         | 04./03      | 2004 08 02 | Merchandising  
|  
|7  | UAB"Lietuva Statoil"                | 02./06      | 2004 09 16 | Merchandising  
|  
|8  | UAB"Nutricia Baltics"               | 03./07B     | 2004 06 01 | Merchandising  
|  
|9  | UAB"Skaneja"                        | 05./03A     | 2005 06 01 | Merchandising  
|  
|10 | UAB"JTI Marketing and sales"        | 05./01      | 2005 01 02 | Merchandising  
|  
|11 | UAB"Neptuno vandenys"               | 05./03      | 2005 05 02 | Merchandising  
|  
|12 | UAB"Audiotonas"                     | 05./06      | 2005 06 01 | Merchandising  
|  
|13 | UAB"Vildambra"                      | 05./05      | 2005 05 05 | Merchandising  
|  
|14 | UAB"BIOK"                           | 05./07      | 2005 08 16 | Merchandising  
|  
|15 | UAB"Itaina"                         | 05./08      | 2005 08 22 | Merchandising  
|  
|16 | UAB"Plunges kooperatine prekyba"    | A 05./02    | 2005 09 16 | Audit          
|  
|17 | UAB"JTI Marketing and sales"(second | Agreement   | 2004 11 02 | Outscoring     
|   | project)                            |             |            |                
|  

# Lithuanian Partner:

|           |                   
|---------- | ------------------
|Signature: | /s/ Irena Kairiene
|Name:      | Irena Kairiene    
|Title:     | Director          

# Spar Group International
Inc.:

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

---

Exhibit H

To the Joint Venture
Agreement 26 day of September, 2005

FINANCIAL STATEMENTS OF
LITHUANIAN PARTNER

|                                    
|------------------------------------
|
|                                    
|ASSETS                              
|                                    
|Current Assets                      
|                                    
|Funds Available                     
|                                    
|Accounts Receivables                
|                                    
|Client Receivables                  
|                                    
|Other Assets                        
|                                    
|Total Current Assets                
|                                    
|Fixed Assets                        
|                                    
|Tangible Assets                     
|                                    
|Total Fixed Assets                  
|                                    
|LIABILITIES AND SHAREHOLDERS' EQUITY
|                                    
|Current Liabilities                 
|                                    
|Accounts Payable                    
|                                    
|Loans                               
|                                    
|Other Debts                         

---

|                                          
|------------------------------------------
|                                          
|                                          
|Total Current Liabilities                 
|                                          
|Shareholders' Equity                      
|                                          
|Capital Stock                             
|                                          
|Reserve                                   
|                                          
|Retained Earnings                         
|                                          
|Total Shareholders' Equity                
|                                          
|Total Liabilities and Shareholders' Equity
|                                          

# Lithuanian Partner:

|           |                   
|---------- | ------------------
|Signature: | /s/ Irena Kairiene
|Name:      | Irena Kairiene    
|Title:     | Director