JOINT VENTURE AGREEMENT
                             -----------------------

This  Agreement  is made as of this 21st day of July,  2003 by and  between  CEO
Produksigon  Tanitim ve Arastirma  Hizmetleri  Ltd Sti, a company  organized and
existing under the law of Turkey and having  principal place of business at 81/2
Buyukdere Cad Kugu Is Merkezi, Mecidiyekoy, Istanbul, Turkey, 34387 (hereinafter
called  "CEO"),  and SPAR  Group  International,  Inc. a company  organized  and
existing under the laws of the State of Nevada,  USA, having its principal place
of business at 580 White Plains Road,  Tarrytown,  NY, USA,  10591  (hereinafter
called "SPAR"),

                                WITNESSETH THAT:

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

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,  CEO and SPAR are  desirous  of  organizing  a  corporation  to jointly
conduct retail solution businesses in Turkey (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 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  Territory  (hereinafter
called "SPAR Turkey Ltd").  Upon formation,  New Company shall become a party to
this Agreement.


Article 2.      Business Purposes

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


                                                                             -1-
<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 "SPAR Alan  Pazarlama  Hizmetleri
Limited Sirketi" and in English as SPAR Turkey Ltd.


Article 4.      Location

The New  Company  shall  have  its main  office  at 81/4  Buyukdere  Cad Kugu Is
Merkezi, Mecidiyekoy, Istanbul, Turkey, 34387.


Article 5.      Articles of Incorporation

The Articles of  Incorporation  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 be authorized to issue shall
be 10000  that par value of each share  shall be $10 (ten  USD).  At the time of
establishment of New Company, shares shall be issued and fully subscribed by the
parties hereto as follow:






                                                                             -2-
<PAGE>


                o        CEO:      (49%)    4900 shares
                o        SPAR:     (51%)    5100 shares

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


Article 7.      Payment

Each of the parties hereto shall at the same  proportions  and at the same dates
pay in  Turkish  Liras  and in  cash  the  cash  the  amount  equivalent  to its
subscribed  shares at par value  upon  issuance  of the  shares of New  Company.
Number of shares may change  according  to the value of  $100.000 at the time of
incorporation.


          CHARPTER 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.  Any expenses and costs  necessary for
such  preparation  shall be borne by each party.  SPAR shall enter into with New
Company 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 Turkey;

2. consult on the organization of merchandising services: and;

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

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

SPAR Turkey Ltd shall

1.       provide  office and facility  space to New Company under the terms of a
         supply agreement described in Article 25 herein

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



                                                                             -3-
<PAGE>


                  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 Turkey or any other  vicinal  place within 3
months, from the last day of each accounting period of New Company.

An Extraordinary  General Meeting shall be convened by a resolution of the Board
of Directors whenever deemed necessary.


Article 10.     Quorum and Resolution

Except as expressly  otherwise  provided in the Articles of Incorporation of New
Company and the  provisions of Turkish  Commercial  Code, and this Agreement all
resolutions  of the  General  Meeting  of  Shareholders  shall be adopted by the
presence and affirmative vote of Shareholders holding at least two thirds of the
shares..


Article 11.     Important Matters

In addition to such matters as required by the Articles of  Incorporation of New
Company or the Commercial Code, any resolutions of the following  matters by the
General Meeting of Shareholders require the presence and the affirmative vote of
shareholders holding at least 2/3 of the capital.

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

2.       increase or decrease in the authorized capital or paid-in 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 on Article 29);

4.       issuance of debentures;

5.       transfer of any part or whole of business;

6.       any and all matters relating to dividends of New Company;



                                                                             -4-
<PAGE>


7.       dissolution or amalgamation;

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


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

Article 12.     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 CEO and 2 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 13.     Election of Officers

Officers  shall be  appointed  by the  Board  of  directors  and  serve at their
pleasure.


Article 14.     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 15.       Quorum

Each Director shall have one (1) voting right in the Board of Directors.  Except
as otherwise  required in the  Articles of  Incorporation  of New Company,  this
Agreement  or 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.

Article 16.     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
Articles  of  Incorporation.  To the extent then  permitted,  any meeting of the
Board of Directors may be held by interactive  video conference


                                                                             -5-
<PAGE>

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. For any proposed
meeting of the Board of Directors for which SPAR  requests,  SPAR Turkey Ltd and
SPAR  shall  cooperate  to  arrange  for  such  meetings  to be  held  by  video
conference.  A  written  record  in  Turkish  of all  meetings  of the  Board of
Directors  and all  decisions  maybe 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 17.     Important Matters

In addition to such  matter as  required  by  Articles of  Incorporation  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 11 hereof;

2.       any investment or commitment of New Company in amounts  individually in
         excess of $100,000  (one hundred  thousand  USD or in the  aggregate in
         excess of $100,000 (one hundred thousand USD);

3.       any loan or credit taken by New Company

4.       execution,  amendment or termination of agreements or commitments  with
         CEO, SPAR or their subsidiaries or affiliates;

5.       adoption or amendment of the annual  budgets and business  plan subject
         to consequent approval by the Shareholder's General Meeting;

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



                                                                             -6-
<PAGE>

7.       change of the auditing firm as provided in Article 20;

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 $100,000 (one hundred thousand USD);

9.       preparation  of annual  closing of the books of New Company and the New
         Company's  annual  financial  statements,  and  changing of  accounting
         policies and practices

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.      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 New  Company or with  respect  to any major  strategic
         asset of New Company that 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  except for cases foreseen in art 539/2
         of the TCC regarding appointment and dismissal of Directors; and

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


                                CHAPTER V: AUDIT
                                           -----


Article 18.     Accounting Period

The  accounting  periods of New Company shall end on the 30th day of December of
each year.

Article 19.     Statutory Auditors (where required)

A Statutory  Auditor  shall be  appointed  by  (company),  county and  (proposed
person) shall be the initial Statutory Auditor.



                                                                             -7-
<PAGE>


Article 20.     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.

Ernst  & Young  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.

Article 21.     Increase of Capital

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

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


Article 22.     Restrictions on Transfer of Shares

Except as provided in Article 23 hereof, 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 the New Company to any third parties.


Article 23.     Preemptive Right and Option

1.       After three (3) 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  Party  (hereinafter  called  "Other


                                                                             -8-
<PAGE>

         Party") a written notice of a proposed purchaser,  the offered purchase
         price and other major terms and conditions of such proposed sale.

         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 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 Other Party gives a
         notice for its purchase of the shares to Selling  Party.  Unless agreed
         by the. Other Party in writing,  any transferee  party shall be subject
         to this Agreement.

2.       After three (3) years from the effective date of this Agreement, either
         party  may at any time  make a  written  offer to buy all of the  other
         Party's shares in the New Company.  The Other Party shall then,  either
         accept  the  offer  and sell all of its  shares  under  the  terms  and
         conditions offered, or purchase the offering party's shares at the same
         terms and conditions. If the party receiving the initial offer does not
         respond to the initial  offer within one hundred and twenty (120) days,
         the party  receiving  the offer  shall be deemed to have  accepted  the
         offer to sell its shares.  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  share
         certificates representing all of the Selling Party's shares held in the
         New Company, free and clear of any liens.


Article 24.     Cooperation in Financing

1.       The New Company may borrow up to $50,000  (fifty  thousand  USD) as its
         operating  funds,  which shall be guaranteed  by CEO if necessary.  CEO
         shall make its reasonable  efforts to enable such borrowing.  The terms
         of the  borrowing  and any  agreement  between New Company and CEO with
         respect to CEO guarantee shall be matters subject to Section 18 hereof.



                                                                             -9-
<PAGE>

2.       The New Company may borrow an additional  $50,000 (fifty  thousand USD)
         when it needs  additional  funds,  if such  borrowing  is  approved  in
         advance by the Board of Directors as an important  matter under Article
         19 herein.

3.       If CEO pays any creditors of the New Company due to a guarantee made by
         CEO to such creditors in favor of the New Company, SPAR shall reimburse
         CEO for half of the amount paid by CEO,  but only if the New  Company's
         borrowing  of  such  funds  and  CEO  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 both SPAR nominated directors have
         voted affirmatively.


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


Article 25.     Supply of Office and Facility

1.       CEO shall  supply  offices and  facilities,  staff  service for general
         affairs and finance,  and intra  company  network  services,  which are
         determined,  at CEO's sole  discretion,  necessary for the operation of
         New Company after the  consultation  between the both  parties,  to New
         Company at no charge for a period of three (3) years. In the event that
         CEO cannot provide such services  within its existing  facilities  then
         CEO will reimburse to SPAR Turkey Ltd the cost of such described office
         and  facilities  so that  SPAR  Turkey  Ltd will  incur no cost for the
         described space and services for three (3) years.

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 billed by SPAR to SPAR Turkey
         Ltd at fifty five USD ($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  Turkey  Ltd  will be able to hire its own IT staff as
         appropriate.

3.       CEO agrees that its  operating  expenses  may not be  allocated to SPAR
         Turkey Ltd.




                                                                            -10-
<PAGE>

Article 26.     Personnel

CEO shall,  at its own  judgment,  second to New Company its  personnel  who are
appropriate  for the startup of business of New Company for a period of one year
without any  consideration.  In principal,  New Company shall be responsible for
the payment of salaries and benefits for such  personnel  and all other  matters
concerning their  employment;  however CEO shall, at its own judgment,  pay such
salaries, etc.


Article 27.     Training

Each party hereto 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 28.     Non-Competition

For five (5) years from the Execution Date of this  Agreement,  neither SPAR nor
CEO shall without the prior 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 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 29.     Public Offering

Both  parties  acknowledge  that the New  Company 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  (public  Offering).  Both parties
acknowledge  that  conversion of the company type and  structure,  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 regulatory
authorities


                                                                            -11-
<PAGE>

in accordance  with those bodies' rules or guidelines  for Public  Offering.  If
both parties agree to undertake a Public Offering  pursuant to Article 11 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 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, CEO and SPAR.


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

Article 30.     Confidential Information

CEO 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 31.     Effective Date

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


Article 32.     Termination

1.       If either  party  transfers  its shares in the New Company to the other
         party hereto in accordance with Article 24 hereof, this Agreement shall
         terminate.  If either party  transfers its shares in the New Company 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 New  Company
         occurred before the Effective Date of such assignment.

2.       Either  party  not in  breach  of this  Agreement  may  terminate  this
         Agreement by written  notice to the other party if any breach shall not
         have been  corrected  by the other party



                                                                            -12-
<PAGE>

         in breach within ninety (90) days after written notice is given by such
         party not in breach complaining of such 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 32.2
         or  Article  32.3,  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  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 33.     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


                                                                            -13-
<PAGE>

regulations, embargoes, actions by the government or any agency thereof, acts of
God, storms, fires, accidents, strikes, sabotages,  explosions, or other similar
contingencies beyond the reasonable control of the respective parties.


Article 34.     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:            CEO               81/2 Buyukdere Cad Kugu Is Merkezi,
                                 Mecidiyekoy, Istanbul, Turkey;

               SPAR              SPAR Group, Inc. ATT Robert G. Brown, Chairman
                                 580 White Plains Road, Tarrytown, NY, USA


Article 35.     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 36.       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 relevant
arbitration  provisions of the Turkish Civil Procedure Act except where provided
otherwise in this Agreement. Prior to any dispute, difference or agreement being
referred to arbitration the parties shall seek to resolve the matter as follows;



                                                                            -14-
<PAGE>

The  matter  shall  be  referred  to the  chief  executives  of each  party  for
consideration  but if they are not able to resolve the matter within ninety (90)
days provisions as to arbitration shall take effect.

The  arbitration  shall be conducted by three (3)  arbitrators in English and in
Turkish in accordance with the Turkish Civil Procedure Act and the provisions of
this  agreement  and Turkish Laws shall be applied to the dispute.  In case of a
dispute each party shall appoint one arbitrator.  The party having appointed its
arbitrator  shall give notice to the other party of such  appointment upon which
the other party shall appoint its arbitrator within 7 days of notice.

 The third  arbitrator  shall be chosen by the two arbitrators  appointed by the
parties within 7 days of their appointment. In case the arbitrators cannot agree
on the third  arbitrator the third  Arbitrator  shall be appointed by the Court.
The  arbitrators  shall  conclude  the dispute  within 6 months upon their first
gathering.  Such period can only be extended by mutual written  agreement of the
Parties. The decision of the arbitrators shall be final and legally binding upon
both parties


Article 37.     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 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 38.     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 39.     Waiver

1.       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.



                                                                            -15-
<PAGE>

Article 40.     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 41.     Headings

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


Article 42.     Language

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


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.

CEO

Signature:    /s/ Atilla Akalin
              ---------------------

Name:         Atilla Akalin

Title:        Managing Director



Spar Group International, Inc.


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

Name:         Robert G. Brown

Title:        Chairman and CEO





                                                                            -16-