JOINT VENTURE AGREEMENT

This Agreement is made as of this                    , 2005 by and between:

1.       Best Mark  Investments  Holdings Ltd., a corporation duly organized and
         existing  under  the laws of the  British  Virgin  Islands  with it's a
         registered  office at Arias,  Fabrega & Fabrega  Trust Co. BVI Limited,
         325 Waterfront  Drive, Omar Hodge Building,  2nd Floor,  Wickham's Cay,
         Road Town, Tortola,  British Virgin Islands (hereinafter referred to as
         "SIMS"),  which is a wholly owned  subsidiary  of Sims Trading  Company
         Limited,  a company  organized and existing  under the law of Hong Kong
         and having its  registered  office at 10th Floor, DCH Building,  20 Kai
         Cheung Road,  Kowloon Bay, Hong Kong (hereinafter  referred to as "Sims
         Trading"); and

2.       SPAR  International  Ltd., a company  organized and existing  under the
         laws  of  the  Cayman  Islands,  having  its  a  registered  office  in
         Georgetown,  Grand  Cayman  with  an  office  580  White  Plains  Road,
         Tarrytown, NY, USA (hereinafter called "SPAR"),

                                WITNESSETH THAT:

WHEREAS,  SIMS is a wholly owned  subsidiary of Sims Trading which is engaged in
the retail  solution  businesses in Hong Kong and China,  having a wide range of
clients and also having  various  knowledge and human  resources with respect to
the retailing businesses in Hong Kong and China.

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,  SIMS and SPAR are desirous of  organizing a Hong Kong  corporation  to
acquire a company in China to conduct a retail solution  businesses in China and
will further consider  whether to extend the retail solution  businesses to Hong
Kong (Hong Kong and China are collectively referred to as "Territory").

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


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

Article 1.    Establishment

Promptly  after the effective date of this  Agreement,  the parties hereto shall
cause a new  company to be  organized  under the laws of Hong Kong  (hereinafter
called "SPAR  China").  SPAR China shall then


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<PAGE>


form a wholly  owned  subsidiary  in the rest of China and upon  formation,  The
wholly owned  subsidiary  and SPAR China shall become a party to this  Agreement
(herein referred to as the "New Companies").


Article 2.    Business Purposes

The business purposes of the New Companies 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. Installation of displays for new product launch, cut-ins and category resets;

5. Re-ordering and replenishment; .

6. Assembly of setups used for sales promotion;

7. POSM management/POP monitoring;

8. Consulting regarding store management;

9. Development and sale of management system regarding retailing;

10. Designing and sale of data; and

11. Any and all businesses incidental or relating to any of the foregoing.


Article 3.    Trade Name

The New  Companies  shall be named in the  Territory  as SPAR China  Ltd.  or as
mutually  agreed between the parties.  However at a future date and with written
notice the name of the  companies  may be changed  to reflect  the equal  shared
ownership of the New Companies by Sims Trading using the name "Sims" or "DCH" at
its discretion.


Article 4.    Location

SPAR China shall have its main office in Hong Kong.


Article 5.        Articles of Association

The Articles of Association of SPAR China shall be attached as Exhibit A hereto.



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<PAGE>

Article 6.    Capital

The total number of shares which SPAR China shall be  authorized  to issue shall
be  5,000,000  that par value of each  share  shall be  HK$1.00.  At the time of
establishment  of SPAR China shares shall be issued and fully  subscribed by the
parties hereto as follow:

         o    SIMS                 50% HK$800,000.00
         o    SPAR:                50% HK$800,000.00

All the shares to be issued by SPAR China shall be ordinary shares


Article 7.    Payment

Each of the parties hereto shall pay in Hong Kong dollars and in cash the amount
equivalent to its subscribed  shares at par value upon issuance of the shares of
SPAR China.

          CHAPTER II. PREPARATION OF ESTABLISHMENT OF THE NEW COMPANIES
                      -------------------------------------------------

Article 8.    Preparation of Establishment of SPAR China

Each party shall take its role as  described  below for the  preparation  of the
commencement of SPAR China  business.  Any expenses and costs necessary for such
preparation shall be borne by each party.

SPAR shall enter into with SIMS on behalf of SPAR China Ltd. 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,  set  up, maintain and enhance  software  provided by SPAR to
         work in China;

2.       localize,  set up,  maintain and enhance  software  provided by SPAR to
         work in Hong Kong at the option of the New Companies;

3.       consult on the organization of merchandising services;

4.       train the New Companies'  personnel in how to operate the merchandising
         software;

5.       give advice on budgeting and development of each business plan;

6.       provide 24 hours/day/365days/year IT system support and problem solving
         services  to  the  New  Companies  with  no   consideration   for  time
         differences;

7.       Promote  the  New  Companies'   services  to  SPAR  US  customers  with
         operations in the Territory.



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<PAGE>

Sims Trading shall:

1.       provide  office  space,  facility  and other back  office  and  support
         services to the New Companies  under the terms  described in Article 26
         herein;

2.       arrange  meetings  with current  clients to promote the New  Companies'
         services;

3.       transfer such  business as is practical to the New Companies  currently
         performed by Sims  Trading on behalf of Sims  Trading's  principals  at
         charges to be agreed  between the parties  hereto.  [Need to  determine
         pricing.]


                  CHAPTER III: GENERAL MEETING OF SHAREHOLDERS
                               -------------------------------

Article 9.    Annual General Meeting and Extraordinary General Meeting

The Annual  General  Meeting of  Shareholders  shall be held in Hong Kong or any
other  vicinal place within 3 months from the day of each  accounting  period of
SPAR China.

An Extraordinary  General Meeting shall be convened whenever deemed necessary by
the parties hereto.


Article 10.   Quorum

A quorum of the General  Meeting of  Shareholders  shall be the  parties  hereto
present either in person or by proxy.


Article 11.   Resolution

Except as expressly  otherwise  provided in the Articles of  Association of SPAR
China  Ltd.  and this  Agreement,  all  resolutions  of the  General  Meeting of
shareholders shall be adopted by the affirmative vote of shareholders holding at
least 52% of the shares  present or  represented  at meeting  for which there is
quorum or by written resolutions of all shareholders.


Article 12.   Important Matters

In addition to such matters as required by the Articles of  Association  of SPAR
China  and  the  Companies  Ordinance  (Chapter  32,  Laws of  Hong  Kong),  any
resolutions  of the  following  matters by the General  Meeting of  shareholders
require  the  affirmative  vote of at lease  three  quarters of the votes of the
shareholders present:

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



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<PAGE>


2.       increase or decrease in the authorized capital or paid-up capital;

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 in Article 30);

4.       issuance of debentures;

5.       transfer of any part or whole of business

6.       any and all matters relating to dividends of SPAR China;

7.       dissolution or amalgamation;

8.       change in number or length of tenure of Directors;


                   CHAPTER IV: BOARD OF DIRECTORS AND OFFICERS
                               -------------------------------

Article 13.   Election of Directors

The Board of  Directors of the SPAR China shall  consist of four (4)  Directors;
two (2) of whom shall be elected  from among  those  appointed  by SIMS and 2 of
whom shall be elected from 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 their
pleasure.


Article 15.   Office of Director

The term of office of each  Director  shall  expire at the close of each  Annual
General  Meeting of  Shareholders,  which  relates to the  closing of the annual
accounts, but each of the Directors are eligible for re-election.


Article 16.   Quorum

Each  Director  shall have one (1) voting right in the Board of  Directors.  The
quorum at meetings of the Directors shall be two (2) Directors, provided that at
least one of the  Directors  appointed by SPAR



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<PAGE>

and at least one of the Directors  appointed by SIMS. All  resolutions  shall be
adopted  by the  affirmative  vote of more than  two-thirds  of the votes of the
Directors that are in attendance or by proxy.


Article 17.   Meetings of the Board of Directors

The Ordinary  Meetings of the Board of Directors  shall be held quarterly and an
Extraordinary  Meeting of the Board of Directors  shall be held when  necessary,
and shall be convened  in  accordance  with the  provisions  of the  Articles of
Association and this Agreement 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  prevailing  interpretation  in Territory is that meetings of boards of
directors  may be held by  interactive  videoconference.  A  written  record  in
English of all meetings of the Board of Directors and all Board  decisions shall
be made available as promptly as practicable  after each meeting of the Board of
Directors.  At each  meeting,  one Director  shall be selected by the  attending
Directors  to act as the  Secretary  of the  meeting and keep the records of the
meeting.  The records of the meeting shall be confirmed by the signature of each
of the Directors.


Article 18.   Important Matters

In addition to such matters as required by the Articles of  Association  of SPAR
China, the following matters of the Board of Directors meeting shall require the
unanimous vote of all Directors:

1.       Any  proposal to the  shareholders  or action by the Board of Directors
         for the matters as provided in Article 12 hereof;

2.       any investment or commitment of SPAR China in amounts  individually  in
         excess  of  HK   $200,000.00   or  in  the   aggregate   in  excess  of
         HK$400,000.00;

3.       any loan or credit taken by SPAR China;

4.       execution,  amendment or termination of agreements or commitments  with
         SIMS, 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;



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<PAGE>

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
         SPAR China in excess of HK$200,000.00;

9.       approval of annual  closing of the books of SPAR China and SPAR China's
         annual financial  statements,  and changing of accounting  policies and
         practices or SPAR China's accounting periods;

10.      No sale at  disposition  of or  granting a lien,  security  interest or
         similar  obligation  with  respect  to, in one or a series  of  related
         transactions of SPAR China or with respect to any major strategic asset
         of SPAR China that is crucial to SPAR China's business;

11.      Formation of any  subsidiary of SPAR China,  entry into (or  subsequent
         termination of) any joint venture, partnership or similar agreements;

12.      Entering  into  amending or  terminating  agreement  or  commitment  to
         provide goods or services outside the Territory.

13.      Appointment or dismissal of the President or Chief Executive Officer.


                                CHAPTER V: AUDIT
                                           -----

Article 19.   Accounting Period

The  accounting  periods of SPAR China  shall end on the 31st day of December of
each year.


Article 20.   Statutory Auditors

A Statutory Auditor shall be appointed by SPAR China where required by law.


Article 21.   Inspection of Accounting Records and Books

The accounting  records and books of SPAR China shall be audited annually.  SPAR
China shall submit a report of such audit to each of the parties  hereto  within
thirty (30) days from the completion of the audit.

Ernst & Young or KPMG or another mutually accepted  international  auditing firm
shall be the auditing firm engaged by SPAR China. This auditing firm shall audit
the  accounting  records and books of the New  Companies  and any other  matters
relating,  directly or indirectly, to the financial conditions of New Companies.
Any fee for the certified  public  accountant for inspection and audit mentioned



                                      -7-
<PAGE>

above  shall be borne by New  Companies.  SPAR China 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,  SPAR China  shall  cooperate  with  respect to each  financial  period to
provide such information as required by SPAR to reconcile SPAR China's financial
statements with U.S. GAAP reporting requirements of SPAR.


Article 22.   Increase of Capital

In case of capital increase of SPAR China after its establishment, SIMS and SPAR
shall have the  preemptive  right to new  shares to be issued  for such  capital
increase in proportion to their respective shareholdings in SPAR China.


                         CHAPTER VI: TRANSFER OF SHARES
                                     ------------------

Article 23.   Restrictions on Transfer of Shares

Except as provided in Article 24 hereof, neither party hereto shall, without the
prior  written  consent of the 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 SPAR China to any third parties.


Article 24.   Preemptive Right and Option

1. After five (5) years from the  effective  date of this  Agreement,  if either
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  shareholder  in SPAR China  (hereinafter  called "Other Party") a written
notice ("Sale  Notice") of the proposed sale. The Sale Notice should include the
offered sale price to be determined in accordance with  sub-paragraph (3) hereof
and other major terms and  conditions  of such  proposed  sale.  Except with the
consent of the Other Party, a Sale Notice shall be irrevocable.

2. The Other Party 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 ("Acceptance  Period") from the receipt of Selling Party's notice, upon the
same terms and  conditions  as  described  in the Selling  Party's  notice.  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 Other Party's receipt of such
notice.  Unless agreed by the Other Party in writing, any transferee party shall
be subject to this Agreement.



                                                                             -8-
<PAGE>

3. The sale price for the shares shall be the price as may be determined, at the
request of the Other Party and at the cost of SPAR China, by the Auditors of the
New Companies (acting as experts and not as arbitrators) on the basis of the net
asset value and net profit after tax as shown in the latest audited  accounts of
the New Companies  (whichever  is greater),  provided that if at the date of the
Sale  Notice the market  value as between a willing  seller and a willing  buyer
acting at arm's  length of any of the assets of SPAR China is greater or less by
ten  percent  (10%) or more than the book value of such  assets  then the market
value  of such  assets  shall  be  substituted  for the book  value  thereof  in
computing the fair value of the shares.

4. If the Other  Party  does not give  notice to the  Selling  Party  within the
Acceptance  Period that the Other Party is willing to proceed with the purchase,
the Selling  Party shall be at liberty,  within a period of sixty (60) days from
the  expiration  of the  Acceptance  Period,  to sell and  transfer  the  shares
(subject  to  sub-paragraph  7  hereof)  at any price but not less than the sale
price to any other  third  party(ies)  as the  Selling  Party  shall  determine,
provided  that the  shareholders  of SPAR China in  shareholders'  meeting shall
first be reasonably  satisfied as to the financial position and other conditions
of such third party(ies) and its or their ability to comply with the obligations
of the Selling Party before registering the transfer.

5.  Notwithstanding  anything to the  contrary  (expressly  or  implied)  herein
contained,  upon  registration  of the Other  Party or third  party(ies)  as the
shareholder(s)  of all the shares of the Selling  Party of and in SPAR China the
Selling  Party  shall  cease to be bound by the  terms  and  provisions  of this
Agreement and its rights under this Agreement shall be extinguished  but without
prejudice  to any rights  accrued or  accruing  by the virtue of any  antecedent
breach of any term or provision hereof.

6. The remaining  shareholders  shall procure that SPAR China release  forthwith
any  Director(s) of SPAR China  appointed by the Selling Party after the sale or
transfer  of the  shares  by the  Selling  Party  from  all  their  offices  and
employments  with SPAR China and the  Selling  Party  shall upon  request of the
remaining  shareholders  procure that any such Director(s)  resign forthwith all
their  offices  and   employments   with  SPAR  China  without  payment  of  any
compensation by the SPAR China to such  Director(s) in respect thereof and shall
indemnify  SPAR China  against any claim by any such  Director(s)  in connection
with such loss of office and employment.

7. Any  transfer  of  shares  in SPAR  China  pursuant  to  Article  24 shall be
conditional  upon the  transferee  entering into an agreement  with the existing
shareholder(s)  whereby the transferee shall agree to be bound by and to observe
and perform the terms and conditions of this Agreement.

Article 25.   Cooperation in Financing

1. SPAR China may borrow up to  HK$8,000,000  as its operating funds which shall
be  guaranteed by


                                                                             -9-
<PAGE>

Sims Trading if necessary.  As a condition  precedent to Sims Trading  executing
any  guarantee or  providing  any form of security to the Lender as security for
the facility, SPAR has to execute a guarantee or provide other forms of security
in  favour  of Sims  Trading  as  security  for up to  half  of  Sims  Trading's
liabilities,  costs and expenses (legal or otherwise)  under such facility.  The
terms of the  borrowing  and any  agreement  between SPAR China and Sims Trading
with respect to Sims Trading  guarantee  shall be matters  subject to Article 18
hereof.

2. SPAR China may borrow an  additional  HK$8,000,000  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 Sims Trading is required to pay any amounts  under Article 25(1) and 25(2)
due to a guarantee made by Sims Trading for such amounts in favor of SPAR China,
SPAR shall  forthwith  reimburse  Sims  Trading  for half of the amount  paid or
payable by Sims  Trading.  SPAR's  failure  to comply  this  Article  25(3) will
entitle Sims Trading to enforce its rights  against SPAR under any of the deeds,
guarantee  or documents  executed by SPAR in favour of Sims Trading  pursuant to
Article 25(1) hereof.


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

Article 26.   Supply of Office and Facility

1. Sims Trading  shall at Sims  Trading's  sole  discretion  supply  offices and
facilities,  staff  service for general  affairs and finance,  and intra company
network services building on the  infrastructure of Sims Trading's four regional
offices, namely, Guangzhou,  Shenzhen, Shanghai and Beijing, which are necessary
for the  operation  of the New  Companies  after the  consultation  between both
parties,  and at no charge to the New  Companies for a period of four (4) years.
PROVIDED  ALWAYS THAT (a) Sims Trading's total  incremental  cash expenses under
this  Article  26(1)  in  the  4-year  period  shall  not in  any  event  exceed
HK$1,750,000;  and (b) any such  incremental  cash  expenses  exceeding the said
limit of HK$1,750,000 shall be borne by the New Companies absolutely and the New
Companies  shall settle in favour of Sims Trading in full all the expenses  each
month  without  delay;  and (c) any  office(s) of the New Companies to be set up
outside Sims Trading's  four regional  offices in China shall be at the sole and
absolute  discretion of Sims Trading and in reaching its decision,  Sims Trading
shall be entitled to take into accounts matters  including  without  limitation,
the  profitability  of  customers'  needs and  requests  for the New  Companies'
services,  feasibility  studies and prospect of development and expansion of the
business.

2. SPAR for first  four (4) years will  provide  up to a total of four  thousand
(4,000)  hours of business


                                                                            -10-
<PAGE>

support.  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.  Ownership of any of the  information  and
database of SPAR China clients shall belong to SPAR China absolutely. If support
provided exceeds four thousand (4,000) hours the additional hours will be billed
by SPAR to SPAR China at US$55.00 per hour.  Coach travel for work  performed on
behalf of the Joint Venture by SPAR or SIMS or Sims Trading would be paid for by
SPAR China.

3.  Both  Parties  agree  that  their  operating  expenses,  which  include  the
management hours of the Directors and other senior  management staff, may not be
allocated to SPAR China in the first five (5) years.


Article 27.   Personnel

Sims Trading shall, at its own judgment,  second to SPAR China its personnel who
are  appropriate  for the start-up of business of the New Companies for a period
of one (1) year without any  consideration.  In  principal,  SPAR China shall be
responsible for the payment of salaries and benefits for full time personnel and
all other matters  concerning their  employment;  however Sims Trading shall, at
its own  judgment,  pay such  salaries and benefits as necessary to maintain the
profitability of SPAR China.


Article 28.   Training

Each party hereto shall  provide the  appropriate  training to the employees for
the New  Companies'  operation at its own site.  The said training shall be made
upon SPAR China's  request and any necessary  expenses for the training shall be
borne by SPAR  China,  except as  otherwise  provided  in License  Agreement  as
provided by article 26.


Article 29.   Non-Competition

For five (5) years from the Execution Date of this  Agreement,  neither SPAR nor
Sims Trading shall without the prior  written  consent of the other,  engage in,
whether  directly  or  indirectly,  Merchandising  Services  (as  defined in the
License Agreement) in Territory or any other business then competitive with SPAR
China in Territory  save and except that Sims Trading  shall be allowed  without
any restrictions  whatsoever to continue to carry on its Merchandising  Services
under Twin Tiger International  Limited in Hong Kong any time whether during the
subsistence of this Agreement or after its  termination.  In the event that SPAR
enters into an agreement  with a customer  that covers more than one country and
the scope of such agreement includes service in the Territory, SPAR shall not be
prohibited from entering into or performing  such agreement,  provided that SPAR
shall be obliged to notify  SPAR


                                                                            -11-
<PAGE>

China of such agreement(s)  (including global agreements) and SPAR shall use all
reasonable  efforts to procure  that SPAR China has a right of first  refusal to
enter into and perform  such  agreements  and the terms so offered to SPAR China
shall always be no less  favourable  than the terms so offered to any subsequent
parties.  Notwithstanding  any provisions to the contrary  herein,  in the event
that any Merchandising Services or any other business then competitive with SPAR
China in the Territory is carried out by SPAR directly or indirectly and whether
alone or  jointly  with any other  third  party(ies)  whatsoever,  SIMS shall be
entitled to charge a commission on the gross fees so received by SPAR at rate to
be fairly and reasonably determined by both parties and in any event the charges
for the merchandising services shall not be lower than the standard rate charged
by SPAR China.

For the avoidance of doubt, SPAR China has been granted the non-transferable and
exclusive  license to use the  Licensed  Technology  (as  defined in the License
Agreement) in the Territory under the License Agreement.  During the subsistence
of this Agreement and the License Agreement,  SPAR shall not further license the
Licensed  Technology to any other party(ies) in the Territory whether or not for
the purpose of providing such Merchandising  Services or any other business then
competitive  with SPAR China which SPAR China has  exercised  its first right of
refusal to take up.

Sims Trading may also continue to offer services to Sims Trading's  clients that
exist on the date of  execution  of  contract  as long as they  are  similar  to
services  offered  prior to the  execution of this contract and Sims Trading has
made reasonable effort to transfer such business to the New Companies.


                   CHAPTER VIII: AMENDMENT FOR PUBLIC OFFERING
                                 -----------------------------

Article 30.   Public Offering

Both parties  acknowledge that SPAR China may attempt to become a listed company
or  over-the-counter  company on the Territory Stock Exchange or any other stock
exchange or public  market in Territory  (the "Public  Offering").  Both 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 SPAR China will be reviewed  and  instructed  for  amendment  by the relevant
governmental or regulatory authorities in accordance with those bodies' rules or
guidelines  for Public  Offerings.  If both parties  agree to undertake a Public
Offering pursuant to Article 12 above, both parties shall discuss and reasonably
cooperate with each other to amend the Articles of Agreement  and/or the License
Agreement in order to complete the Public Offering of SPAR China. Any changes to
the License Agreement will be effective upon consummation of the Public Offering
(but not before),


                                                                            -12-
<PAGE>

and subject to the approval of the Boards of  Directors of SPAR China,  SIMS and
SPAR.


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

Article 31.   Confidential Information

SIMS 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.


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

Article 32.   Effective Date and Duration

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

2.       Subject to the following provisions of Article 33, this Agreement shall
         take effect from the effective  date and shall  continue in force for a
         term of five (5) years.  This Agreement shall  automatically  renew for
         successive  five (5) year periods  following the end of each  preceding
         five (5) year period unless one of the parties  hereto serves a written
         notice of  termination  to the other six (6)  months  before the end of
         each period before termination can take effect.


Article 33.   Termination

1.       If either party  transfers  its shares in SPAR China to the other party
         hereto in accordance  with Article 24 hereof,  this Agreement  shall be
         terminated after completion of the transfer of shares under Article 24.
         If either party  transfers  its shares in SPAR China to another  party,
         unless expressly agreed by the non-transferring  party 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 SPAR China  occurred  before
         the Effective Date of such assignment.

2.       In the event of a breach of this Agreement,  the party not in breach of
         this  Agreement,  may terminate this Agreement by written notice to the
         party in breach of this  Agreement  if such breach  shall not have been
         corrected by the party in breach  within ninety (90) days after written
         notice is given by


                                                                            -13-
<PAGE>

the party not in breach.

3.       Either party may terminate this Agreement by giving notice in the event
         of one or more of the following:

(a)      Appointment  of a trustee or receiver for all or any part of the assets
         of the other party;

(b)      Insolvency or bankruptcy of the other party;

(c)      Assignment of the other party for the benefit of creditor;

(d)      Attachment of the assets of the other party;

(e)      Expropriation of the business or assets of the other party; and

(f)      Dissolution or liquidation of the other party.

If either party is involved in any of the events  enumerated  in (a) through (f)
above,  it shall  immediately  notify the other party 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  party 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 SPAR China dissolved.

5. Upon  termination of this Agreement or SPAR's ceasing to hold at least 50% of
the shares in SPAR China, the License  Agreement shall be terminable  within two
(2) years thereafter.

6. Upon the  termination of this Agreement or if SPAR wishes to sell all or part
of its shares in SPAR China to a third  party or SIMS or Sims  Trading,  SPAR is
committed to supply:

         (a)      its name for two additional years at no cost; and

         (b)      its  software  to SPAR  China  for  additional  2 years at the
                  following cost:

                  (i) First 12 months: out of pocket costs

                  (ii)     Next 12 months: $3,000 / month + out of pocket costs

                  and

         (c)      SIMS or Sims  Trading  will  have an  option  to  license  the
                  software for two  additional  years at a fair market fee to be
                  mutually  agreed to and which both  parties  will arrive at in
                  good faith negotiations.

Article 34.   Force Majeure

Neither  party  shall be liable to the 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


                                      -14-
<PAGE>

respective parties.


Article 35.   Notices

All notices (including without limitation notices for arbitration),  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.

For SIMS,

To:      Best Mark Investments Holdings Ltd.
         c/o Sims Trading Company Ltd.
         10/F, DCH Building, 20 Kai Cheung Road, Kowloon Bay, Hong Kong
         Attn:  Glenn Smith, CEO

For SPAR,

To:      SPAR International Ltd.
         580 White Plains Road, Tarrytown, NY,  USA
         Attn: Robert G Brown, Chairman and CEO


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 the parties
hereto, 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
Territory  Commercial  Arbitration  Association  if initiated by SPAR, or in New
York City in accordance with the International Arbitration Rules of the American
Arbitration Association if initiated by SIMS. The arbitration shall be conducted
by a single arbitrator in English.


                                                                            -15-
<PAGE>


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  Articles of  Incorporation  of SPAR China , SPAR China 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 Hong Kong Special
Administrative Region.


Article 40.   Waiver

Any failure of either  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  between 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.


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


                                      -16-
<PAGE>

Agreement.


Article 43.   Language

This Agreement has been executed in the English.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in two (2) copies by their respective duly authorized  officer or representative
as of the day first above written.

SIGNED BY:                                        WITNESSED BY:

Best Mark Investments Holdings Ltd.

Signature: /s/ Glen Robert Sturrock Smith         Signature: /s/ Mary Lee
           ------------------------                         --------------------

Name:      Glen Robert Sturrock Smith             Name:  Mary Lee

Title:     Director                               Company:  SIMS Trading
                                                            Company Ltd.

                                                  Title:    Financial Controller


SIGNED BY:                                        WITNESSED BY:

Spar International Ltd.

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

Name:      Robert G Brown                         Name:     Mindy Asiedo

Title:     Chairman & Chief Executive Officer     Company:  Notary

                                                  Title:






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