JOINT VENTURE AGREEMENT

This  Agreement  is made as of this 14th day of  December,  2004 by and  between
Field Insights S.R.L, a company  organized and existing under the law of Romania
and having its  headquarters  at Aleea Ilioara nr. 1, Bloc PM29,  Sc. B, Etaj 4,
Ap. 55, Sector 3,  Bucharest,  Romania  (hereinafter  called  "FI"),  Spar Group
International  Inc.,  a Nevada  corporation,  with an office at 580 White Plains
Road,  Tarrytown New York, USA (hereinafter called "SPAR"),  and Adinel Tudor, a
Romanian  citizen  identified with Identity Card series DP no. 104864,  Personal
Numerical Code  1771115100037,  domiciled at Calea  Dorobantilor  nr. 73, Ap. 3,
Sector 1, Bucharest ("Tudor"),

                                WITNESSETH THAT:

WHEREAS,  FI is engaged in the retail solution  businesses in Romania,  having a
wide range of clients and also having various knowledge and human resources with
respect to the retailing businesses in Romania;

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, FI and SPAR are desirous of organizing a corporation to jointly conduct
retail solution businesses in Romania (hereinafter called "Territory").

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

                   CHAPTER I: ORGANIZATION OF THE NEW COMPANY
                              -------------------------------

Article l.      Establishment

Promptly  after the effective date of this  Agreement,  the parties hereto shall
cause a new company to be  organized  under the laws of  Territory  (hereinafter
called "SPAR Romania  S.R.L." or "New  Company").  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:

<PAGE>

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.


Article 3.      Trade Name

The New Company shall be named in Territory as S.C. SPAR Romania S.R.L. and in
English as SPAR Romania Ltd.


Article 4. Location

The New  Company  shall have its  headquarters  at Strada  Vasile  Lascar nr.
18, ap. 8, etaj 1,  Sector 2,  020491
Bucharest, Romania.


Article 5.      Constitutive Act

The  Constitutive Act of the New Company shall be in the form attached hereto as
Exhibit A.


Article 6.      Capital

The total number of shares which New Company shall issue at incorporation  shall
be fifteen  thousand  shares  and the par value of each  share  shall be 100,000
Romanian  lei. At the time of  establishment  of New  Company,  shares  shall be
issued and fully subscribed by the parties hereto as follows:

         o  SPAR:                       51%      7,650 social parts

         o  FI:                         42%      6,300 social parts

         o  Tudor:                      7%       1,050 social parts.

All the shares to be issued by New Company shall be nominal and ordinary shares.




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<PAGE>

Article 7. Payment

Each of the  parties  hereto  shall pay in  Romanian  lei and in cash the amount
equivalent to its subscribed  shares at par value upon issuance of the shares of
New Company.


           CHAPTER II: PREPARATION OF ESTABLISHMENT OF THE NEW COMPANY
                       -----------------------------------------------

Article 8.      Preparation of Establishment of the New Company

Each party shall take its role as  described  below for the  preparation  of the
commencement  of New Company's  business.  All expenses in connection  with this
Agreement,  the  setting  up of the  New  Company  and  the  preparation  of the
commencement  of New  Company's  business will be advanced by FI and/or SPAR and
reimbursed by the New Company if set up. If the joint venture is not  completed,
each party will pay their own costs.

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:

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

2. consult on the organization of merchandising services; and

3.  train  the New  Company's  personnel  in how to  operate  the  merchandising
software; and

4. give advice on budgeting and development of each business plan
and FI shall

1.  provide office and facility space to New Company under the terms of a supply
    agreement described in Article 26 herein; and

2.  arrange meetings with current clients to promote New Company's services


                  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 Territory or any other place that FI and SPAR
may agree  within 3 months  from the last day of each  accounting  period of New
Company.



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<PAGE>

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  at least 51% of all the paid
share capital of New Company.


Article 11.     Resolution

Except as expressly otherwise provided in the Constitutive Act of New Company or
this Agreement,  all resolutions of the General Meeting of Shareholders shall be
adopted  by the  affirmative  vote of  Shareholders  holding at least 51% 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  Constitutive  Act of New Company
or the applicable laws in Romania,  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 paid-in social capital:

1.   any amendment or modification of the Constitutive Act;

2.   increase,  decrease or change of structure in the social 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 FI and SPAR under Article 13;



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<PAGE>

9.   any decision given by the applicable laws or by the Constitutive Act to the
     Directors.


                   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 FI 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

Officers  shall be appointed by the Board of directors and serve at the pleasure
of the Board of Directors.  The Chief Executive  Officer of New Company shall in
any case be elected from among candidates nominated by FI.


Article 15.     Office of Director

The term of office of each  Director  shall  expire at the close of the Ordinary
General Meeting of  Shareholders,  which relates to the closing of accounts last
to occur within three (3) years from his assumption of office.

Article 16.     Quorum

Each Director shall have one (1) voting right in the Board of Directors.  Except
as otherwise  required in the Constitutive Act of New Company or this Agreement,
a majority 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 more than two-thirds of the votes of the Directors present.



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<PAGE>

Article 17.          Ordinary Meeting of the Board of Directors

The Ordinary  Meeting of the Board of Directors shall be held quarterly,  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
Constitutive  Act.  To the extent  then  permitted,  any meeting of the Board of
Directors  may  be  held  by  interactive  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 Territory is that meetings of boards of directors may
be  held  by  interactive   videoconference  if  stipulated   expressly  in  the
Constitutive Act of SPAR Romania S.R.L. For any proposed meeting of the Board of
Directors for which SPAR requests,  SPAR Romania S.R.L. and SPAR shall cooperate
to arrange for such meetings to be held by video conference. A written record in
Romanian 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 Constitutive  Act of New Company,  the
following   matters  of  the  Board  of  Directors  meeting  shall  require  the
affirmative vote of more than two-thirds of the 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 US$50,000 or in the aggregate in excess of US$50,000;

3.   any loan or credit taken by New Company;

4.   execution,  amendment or termination of agreements or commitments  with FI,
     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.   change of the auditing firm as provided in Article 21;

8.   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 US$25,000;



                                       6
<PAGE>

9.   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;

10.  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;

11.  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' business;

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

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

14.  entering  into any  agreement or  commitment  to provide  goods or services
     outside Territory.


                                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.     Statutory Auditors (where required)

A Statutory  Auditor shall be appointed by New Company if required by applicable
law. The parties confirm that presently a Statutory Auditor is not required.

Article 21.     Inspection of Accounting Records and Books

The New Company shall yearly arrange audit on 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.



                                       7
<PAGE>

An internationally recognized auditing firm shall be the accounting firm engaged
by 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 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 ("GAAP") in Territory. All accounting
records and books shall be kept ready for inspection by the parties hereto or by
their  authorized  representative.  If  requested  by SPAR,  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 FI shall  each have the right at any
time to have an  outside  auditor  inspect  all the  books  and  records  of New
Company, and New Company shall cooperate fully with any such audit.

Article 22.     Increase of Capital

In case of capital  increase of the New  Company  after its  establishment,  FI,
Tudor 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 23.     Restrictions on Transfer of Shares

Except as  provided in Article 24 hereof,  no party  hereto  shall,  without the
prior  written  consent of each 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 24.     Preemptive Right and Option

1. 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  called  "Selling  Party")  wishes to transfer and sell all but not
less than all of its  shares,  the  Selling  Party  shall  furnish  to the other
parties  (hereinafter  called  "Other  Parties") a written  notice of a proposed
purchaser,  the offered  purchase  price and other major terms and conditions of
such proposed sale.

2. If the Selling Party is SPAR, then FI and Tudor shall jointly have a right to
purchase such shares by giving Selling Party a written notice of their intention
to purchase the same within ninety (90)


                                       8
<PAGE>

days  from the  receipt  of  Selling  Party's  notice,  upon the same  terms and
conditions as described in the Selling Party's notice. In such case, the Selling
Party may sell such shares upon the terms and  conditions  as  described  in its
notice  after  ninety  (90) days from the date of FI's  receipt  of such  notice
unless FI and Tudor  give  notice  for their  purchase  of the shares to Selling
Party.  If the  Selling  Party is not  SPAR,  then  SPAR  shall  have a right to
purchase such shares by giving  Selling Party a written  notice of its intention
to purchase the same within ninety (90) days from the receipt of Selling Party's
notice,  upon the same terms and conditions as described in the Selling  Party's
notice.  In such case, the Selling Party may sell such shares upon the terms and
conditions  as  described  in its notice after ninety (90) days from the date of
SPAR's receipt of such notice unless SPAR gives a notice for its purchase of the
shares to Selling Party.  In either case,  unless agreed by the Other Parties in
writing,   any   transferee   party   shall  be  subject   to  this   Agreement.
Notwithstanding  anything to the  contrary  above,  (1) FI may not  transfer its
shares  unless Tudor  transfers his shares at the same time, as part of the same
transaction  and on the same terms;  and (2) Tudor may not  transfer  his shares
unless FI transfers its shares at the same time, as part of the same transaction
and on the same terms,  except for the case where Tudor  transfers his shares to
FI.

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 Other Parties' shares in the New
Company. Each Other Party shall then either accept the offer and sell all of its
shares  under  the terms and  conditions  offered,  or FI alone or pro rata with
Tudor (if Tudor shall so elect) may purchase SPAR's shares at the same terms and
conditions.  If any party  receiving  the initial  offer does not respond to the
initial offer within one hundred and twenty (120) days, such party receiving the
offer shall be deemed to have accepted the offer to sell its shares. After three
(3) years from the effective date of this  Agreement,  FI may at any time make a
written  offer to buy all of the SPAR's  shares in the New  Company.  SPAR shall
then  either  accept  the offer and sell all of its  shares  under the terms and
conditions  offered, or purchase FI' shares and Tudor's shares at the same terms
and conditions. If SPAR does not respond to the initial offer within one hundred
and twenty (120) days,  SPAR shall be deemed to have  accepted the offer to sell
its shares.  In any case,  the parties shall  cooperate to effect 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.

4. Each party shall vote in favor of any transfer  effected  pursuant to Article
24(1, 2 and 3) at the shareholders meeting approving such transfer.



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<PAGE>

5.

5.1 Notwithstanding the general arbitration provisions in Article 37, should:

5.1.1  there  be any  deadlock  at any  meeting  of the  Board  of  Directors
and/or  at any  General  Meeting  of
Shareholders of New Company; or

5.1.2 a quorum at any  meeting of the Board of  Directors  and/or at any
General  Meeting of  Shareholders  of New
Company be broken;

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 37.

5.2 Notwithstanding that a deadlock may have arisen in terms of clause 5.1, such
deadlock  shall not alone  constitute a ground for any  shareholder  to apply to
court for the winding up of New Company.

Article 25.     Cooperation in Financing

1. The New Company may borrow up to  US$25,000  as its  operating  funds,  which
shall  be  guaranteed  by FI in its  discretion.  FI shall  make its  reasonable
efforts to enable such  borrowing.  The terms of the borrowing and any agreement
between New Company and FI with respect to FI guarantee shall be matters subject
to Article 18 hereof.

2. The New Company may borrow an additional  US$50,000 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.

3. If FI pays any creditors of the New Company due to a guarantee  made by FI to
such  creditors in favor of the New Company,  SPAR and Tudor shall  reimburse FI
pro rata with their respective share capital percentage in New Company as at the
date of reimbursement, but only if the New Company's borrowing of such funds and
FI 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.

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  US$20,000 (the "Annual Maximum Loss"), FI 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 profits, which term shall be automatically
extended by successive  12-month  periods until


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<PAGE>

such loan shall have been repaid from a quota not less than one-third of the New
Company's profits  determined as sum of the accounting profits at the end of the
fiscal  year  and the  total  amount  of the  investments  made  throughout  the
respective  fiscal year, such payment to occur within 45 days after the issuance
of the annual audit report by the outside auditing firm specified in Article 21.


                    CHAPTER VII: ROLE OF CONTRACTING PARTIES
                                 ---------------------------

Article 26.     Supply of Office and Facility

1. Based on a supply agreement ("Supply Agreement") to be concluded between SPAR
Romania S.R.L. and FI, FI shall supply offices and facilities, staff service for
general  affairs and finance,  and intra  company  network  services,  which are
determined, at FI's sole discretion,  necessary for the operation of New Company
after the  consultation  between FI and SPAR,  to New Company at no charge for a
period of three (3) years up to a maximum value of US$ 200,000.

2. 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 SPAR Romania Ltd. at fifty five US$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.  SPAR Romania Ltd. will be able to hire its own IT staff
if cost effective for the JV and appropriate.

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

         3.1   Its name for an additional year at no cost; and

         3.2   Its Licensed  Technology (as defined in the License Agreement) to
               the New Company for an additional year at the following cost:

               3.2.1     First six (6) months: out of pocket costs; and

               3.2.2     Next six (6) months:  US$3,000/month plus out of pocket
                         costs.

At the end of such additional year, in the case of both clauses 3.1 and 3.2, the
New  Company  shall  immediately  cease  using the name  "SPAR" and the  License
Agreement shall be terminated.

4.   FI agrees that its operating  expenses may not be allocated to SPAR Romania
     Ltd.

5.   SPAR and FI shall set up project  teams as they may agree to supervise  the
     operations of the joint venture.  All salaries of any such employees  shall
     be borne by the respective parties.



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<PAGE>

6.   All  marketing  agents and other  employees  involved  only in  supervising
     marketing agents shall be engaged by and at the cost of New Company.


Article 27.     Personnel

FI shall, at its own judgment,  second to New Company at least one non-marketing
management  level  employee  appropriate  for the  start-up  of  business of New
Company for a period of one (1) year without any consideration.


Article 28.     Training

SPAR and FI 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 License  Agreement or the Supply
Agreement.


Article 29.     Non-Competition

For five (5) years  from the  Execution  Date of this  Agreement,  neither  SPAR
without  the consent of FI, nor FI or Tudor  without the consent of SPAR,  shall
engage in, whether directly or indirectly, Merchandising Services (as defined in
the License  Agreement) in Territory or any other business then competitive with
New company in Territory. However, in the event that SPAR enters into a contract
with a  customer  that  covers  more  than  one  country  and the  scope of such
agreement  includes  services in Territory,  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 30.     Public Offering

The  parties  acknowledge  that the New  Company  may attempt to become a listed
company or over-the-counter company on the Bucharest Stock Exchange or any other
stock  exchange or public  market in Territory  (Public  Offering).  The parties
acknowledge that the number of issued shares,  the number of  shareholders,  the
paid-up capital and profit  transaction with each party, the seconded  employees
of New Company will be reviewed  and  instructed  for  amendment by the relevant
governmental or


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<PAGE>

regulatory  authorities in accordance with those bodies' rules or guidelines for
Public Offering. If SPAR and FI agree to undertake a Public Offering pursuant to
Article 12 above,  all parties shall discuss and reasonably  cooperate with each
other to amend the  Constitutive  Act and/or the License  Agreement  in order to
complete  the  Public  Offering  of 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, FI and SPAR.


                           CHAPTER IX: CONFIDENTIALITY
                                       ---------------

Article 31.     Confidential Information

FI, Tudor 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. These  confidentiality  provisions
shall survive termination of this Agreement.


                          CHAPTER X: GENERAL PROVISIONS
                                     ------------------

Article 32.     Effective Date

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


Article 33.     Termination

1. If SPAR  transfers  its shares in the New  Company to FI or Tudor,  or FI and
Tudor  transfer  their  respective  social parts in the New Company to SPAR,  in
accordance with Article 24 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.



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<PAGE>

2. If SPAR is not in breach of this  Agreement,  it may terminate this Agreement
by written notice to the other parties if any breach by either other party shall
not have been  corrected by such other party in breach  within  ninety (90) days
after  written  notice is given by SPAR. If neither FI nor Tudor is in breach of
this  Agreement,  FI may terminate this Agreement by written notice to the other
parties  if any  breach by SPAR  shall not have been  corrected  by SPAR  within
ninety (90) days after written notice is given by FI. If FI or SPAR disputes the
exercise of any rights under this provision, such disputing party may invoke the
arbitration provisions in Article 37.

3. SPAR may  terminate  this  Agreement by giving  notice in the event of one or
more of the following  with respect to FI or Tudor,  and FI may  terminate  this
Agreement  by giving  notice in the event of one or more of the  following  with
respect to SPAR:

(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  enumerated  in (a)  through (f)
above, it shall  immediately  notify the other parties of the occurrence of such
event.

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.

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 if
still in effect, unless otherwise agreed by the parties.


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,


                                       14
<PAGE>

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.

To:        FI              18 Vasile Lascar Street, apt. 8, 1st floor, 020491
                           Bucharest 2, Romania;

           SPAR            Spar Group International Inc.,
                           ATT Robert G. Brown, Chairman
                           580 White Plains Road, Tarrytown New York, USA

           Tudor           Calea Dorobantilor nr. 73, Ap. 3, Sector 1, Bucharest


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.


Article 37.     Arbitration

All dispute,  controversies, or differences which may arise between SPAR, on the
one hand,  and FI or Tudor,  on the other  hand,  out of or in relation to or in
connections  with this  Agreement,  shall be finally  settled by  arbitration in
Territory in accordance with the rules of the International Arbitration Court of
the  Bucharest  Chamber of Commerce and Industry if initiated by SPAR, or in New
York City in accordance with the International Arbitration Rules of the American
Arbitration  Association if initiated by any other party hereto. The arbitration
shall be conducted  by three (3)  arbitrators  in


                                       15
<PAGE>

English and in Romanian. The arbitration shall be final and legally binding upon
both parties.


Article 38.     Implementation

The Shareholders hereby agree, for themselves, their successors, heirs and legal
representatives,  to vote at Shareholders'  meetings, and to cause the Directors
they  nominate  to vote at Board  meetings  and to carry  out their  duties,  to
prepare,  execute and deliver or cause to be prepared,  executed  and  delivered
such further instruments and documents,  to take such other actions and to cause
the Constitutive Act 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 Territory.


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.




                                       16
<PAGE>

Article 43.     Language

This Agreement has been executed in the English and Romanian language.  If there
is any  discrepancy  or  inconsistency  between  the  English  and the  Romanian
versions, the English version shall prevail.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in four (4) copies by their respective duly authorized officer or representative
as of the day first above written.

FIELD INSIGHTS S.R.L.

Signature: /s/ Laurentiu Nicolae Belu
           --------------------------

Name:      Laurentiu Nicolae Belu

Title:     Managing Director



Spar Group International Inc.

Signature: /s/ Robert G Brown
           --------------------------

Name:      Robert G Brown

Title:     Chairman and CEO


Adinel Tudor

Signature: /s/ Adinel Tudor
           --------------------------

Name:      Adinel Tudor


SPAR Romania S.R.L.

Signature:
           --------------------------

Name:

Title:

Date:





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