Exhibit        10.55

**WAIVER        AND AMENDMENT NO. 12**

**TO        THIRD AMENDED AND RESTATED**

**REVOLVING CREDIT AND SECURITY AGREEMENT**

**THIS WAIVER AND AMENDMENT NO. 12**(this        “Agreement”) is entered into as of February 12, 2008, by and among SPAR        MARKETING FORCE, INC. (“SMF”), SPAR, INC. (“SPAR”), SPAR/BURGOYNE        RETAIL SERVICES, INC (“SBRS”), SPAR GROUP, INC. (“SGI”), SPAR        INCENTIVE MARKETING, INC. (“SIM”), SPAR TRADEMARKS, INC. (“STM”),        SPAR MARKETING, INC. (DE) (“SMIDE”), SPAR MARKETING, INC. (NV)        (“SMINV”), SPAR ACQUISITION, INC. (“SAI”), SPAR TECHNOLOGY GROUP,        INC. (“STG”), SPAR/PIA RETAIL SERVICES, INC. (“Pia Retail”), RETAIL        RESOURCES, INC. (“Retail”), PIVOTAL FIELD SERVICES, INC. (“Pivotal        Field”), PIA MERCHANDISING CO., INC. (“PIA”), PACIFIC INDOOR DISPLAY CO.        (“Pacific”), PIVOTAL SALES COMPANY (“Pivotal”), SPAR ALL STORE        MARKETING SERVICES, INC., (“SAS”) and SPAR BERT FIFE, INC. (“SBFI”)        (each a “Borrower” and collectively “Borrowers”) and WEBSTER        BUSINESS CREDIT CORPORATION (formerly known as Whitehall Business Credit Corporation)        (“Lender”).

**BACKGROUND**

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

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

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

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

2.         Waiver. Subject to the satisfaction of Section        4 below, Lender hereby waives the Events of Default that have occurred and are continuing        as a result Borrowers’ non-compliance with (i) Section 12(o) with respect to the        fiscal quarter ending December 31, 2007 due to Borrowers’ failure to maintain the        requisite Net Worth level for the fiscal quarter then ended and (ii) Section 12(p) with        respect to the fiscal quarter ending December 31, 2007 due to Borrowers’ failure to        maintain the requisite Fixed Charge Coverage Ratio for the fiscal quarter then ended.        Notwithstanding the foregoing, the waiver of the Events of Default set forth above does not        establish a course of conduct between Borrowers and Lender and Borrowers hereby agree that        Lender is not obligated to waive any future Events of Default under the Loan        Agreement.

 

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3.         Amendments. Subject to the satisfaction of        Section 5 below, the Loan Agreement is hereby amended as follows:

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

|   | “(o) | Intentionally                        omitted.” |
|--------|------------|------------------------------------------------------|

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

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

 

| Fiscal Quarter Ended                                                                                                                       | Fixed Charge Coverage Ratio |
|--------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------|
| December 31, 2007                                                                                                                          | No Test                     |
| March 31, 2008                                                                                                                             | No Test                     |
| June 30, 2008                                                                                                                              | No Test                     |
| September 30, 2008                                                                                                                         | 1.30 to 1.0                 |
| December 31, 2008, and the last day of each fiscal quarter                        ended thereafter for the four fiscal quarters then ended | 1.30 to 1.0”          |

         

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

“(q)     it will not make capital        expenditures, (including, without limitation, expenditures for software and assets acquired        through capitalized lease transaction) in any fiscal year in an aggregate amount in excess        of $800,000 for the fiscal year ending December 31, 2008.”

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

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

 

| Test Period Ended                 | EBITDA     |
|-----------------------------------|------------|
| 3 months ended December 31, 2007  | $1,058,000 |
| 4 months ending January 31, 2008  | $750,000   |
| 5 months ending February 29, 2008 | $628,000   |

 

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| 6 months ending March 31, 2008      | $941,000   |
|-------------------------------------|------------|
| 7 months ending April 30, 2008      | $1,076,000 |
| 8 months ending May 31, 2008        | $1,168,000 |
| 9 months ending June 30, 2008       | $1,187,000 |
| 10 months ending July 31, 2008      | $1,269,000 |
| 11 months ending August 31, 2008    | $1,423,000 |
| 12 months ending September 30, 2008 | $1,431,000 |

         

4.         Conditions of Effectiveness. This Agreement        shall become effective as of the date hereof, provided that the following conditions shall        have been satisfied: Lender shall have received four (4) copies of this Agreement executed        by the Borrowers and the Guarantor (“Guarantor”) listed on the signature page        hereto.

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

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

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

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

|   | 6. | Effect on the Loan                        Agreement. |
|--------|----|------------------------------------------------------|

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

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

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

8.         Cost and Expenses. Borrowers and Guarantors        each hereby agree to pay the Lender, on demand, all costs and expenses (including        reasonable attorneys’ fees and legal

 

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expenses) incurred in connection with this Agreement and any instruments or        documents contemplated hereunder.

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

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

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

**[Remainder of page intentionally left blank]**

 

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

**SPAR MARKETING FORCE, INC.**

**SPAR, INC.**

**SPAR/BURGOYNE RETAIL SERVICES, INC.**

**SPAR GROUP, INC.**

**SPAR INCENTIVE MARKETING, INC.**

**SPAR TRADEMARKS, INC.**

**SPAR MARKETING, INC. (DE)**

**SPAR MARKETING, INC. (NV)**

**SPAR ACQUISITION, INC.**

**SPAR TECHNOLOGY GROUP, INC.**

**SPAR/PIA RETAIL SERVICES, INC.**

**RETAIL RESOURCES, INC.**

**PIVOTAL FIELD SERVICES, INC.**

**PIA MERCHANDISING CO., INC.**

**PACIFIC INDOOR DISPLAY CO.**

**PIVOTAL SALES COMPANY**

**SPAR ALL STORE MARKETING SERVICES, INC.**

**SPAR BERT FIFE, INC.**

         

         

| By: /s/ James R.                        Segreto                             |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Name:                                                                                                                                                                                                                   | James R. Segreto |
| Title:                                                                                                                                                                                                                  | Chief Financial Officerof each of the foregoing entities |

         

         

**WEBSTER BUSINESS CREDIT CORPORATION**

| By: /s/ Daniel Dupre                                                     |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Name:                                                                                                                                                                                                                                    | Daniel Dupre |
| Title:                                                                                                                                                                                                                                   | Vice President |

         

         

         

 

 

 

 

 

 

 

Signature        Page to Waiver and Amendment No. 12 – 1394223

 

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**CONSENTED AND AGREED TO BY:**

 

PIA        Merchandising Limited, Guarantor

 

By: /s/        James R.        Segreto                        

Name:         James R. Segreto

Its:         Chief Financial Officer                of each of the foregoing        entities

 

/s/        William        Bartels                                  

William        Bartels, Guarantor

 

/s/        Robert        Brown                                    

Robert        Brown, Guarantor

 

 

Signature        Page to Waiver and Amendment No. 12 – 1394223