LIMITED GUARANTY (Individual)

May 18, 2007

FOR
VALUE RECEIVED, and in consideration of loans made or to be made or credit otherwise
extended or to be extended by WEBSTER BUSINESS CREDIT CORPORATION (Lender) to
or for the account of SPAR GROUP, INC., SPAR MARKETING FORCE, INC., SPAR INC.,
SPAR/BURGOYNE RETAIL SERVICES, INC., SPAR INCENTIVE MARKETING, INC., SPAR TRADEMARKS,
INC., SPAR TECHNOLOGY GROUP, INC., SPAR MARKETING, INC. (DE), SPAR MARKETING, INC. (NV),
SPAR ACQUISITION, INC., SPAR/PIA RETAIL SERVICES, INC., RETAIL RESOURCES, INC., PIVOTAL
FIELD SERVICES, INC., PIA MERCHANDISING CO., INC., PACIFIC INDOOR DISPLAY CO., INC.,
PIVOTAL SALES COMPANY, SPAR ALL STORE MARKETING SERVICES, INC. and SPAR BERT FIFE, INC.,
(each a Borrower and jointly and severally Borrowers) from time
to time and at any time and for other good and valuable consideration and to induce
Lender, in its discretion, to make such loans or extensions of credit and to make or
grant such renewals, extensions, releases of collateral or relinquishments of legal
rights as Lender may deem advisable, the undersigned (sometimes referred to as Guarantor),
subject to Section 19 hereof, unconditionally guaranties to Lender, its successors,
endorsees and assigns the prompt payment when due (whether by acceleration or otherwise)
of all present and future obligations and liabilities of any and all kinds of Borrowers
to Lender and of all instruments of any nature evidencing or relating to any such
obligations and liabilities upon which any Borrower or one or more parties and any
Borrower is or may become liable to Lender, whether incurred by any Borrower as maker,
endorser, drawer, acceptor, guarantor, accommodation party or otherwise, and whether due
or to become due, secured or unsecured, absolute or contingent, joint or several, and
however or whenever acquired by Lender, whether arising under, out of, or in connection
with that certain Third Amended and Restated Revolving Credit, Term Loan and Security
Agreement among Lender and Borrowers (as amended, supplemented, modified or restated from
time to time, the Loan Agreement) or any documents, instruments or agreements
relating to or executed in connection with the Loan Agreement or any documents,
instruments or agreements referred to therein (together with the Loan Agreement, the
Loan Documents), or otherwise (all of which are herein collectively referred
to as the Obligations), and irrespective of the genuineness, validity,
regularity or enforceability of such Obligations, or of any instrument evidencing any of
the Obligations or of any collateral therefor or of the existence or extent of such
collateral, and irrespective of the allowability, allowance or disallowance of any or all
of the Obligations in any case commenced by or against any Borrower under Title 11,
United States Code, including, without limitation, obligations or indebtedness of any
Borrower for post-petition interest, fees, costs and charges that would have accrued or
been added to any Borrowers Obligations to Lender but for the commencement of such
case, subject to the limitation in Section 19 hereof. In furtherance of the foregoing,
the undersigned hereby agrees as follows:

1.       No
Impairment. Lender may at any time and from time to time, either           before or
after the maturity thereof, without notice to or further consent of           the
undersigned, extend the time of payment of, exchange or surrender any
          collateral for, renew or extend any of the



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Obligations or increase or decrease
the interest rate thereon, and may also make any agreement with any Borrower or with any
other party to or person liable on any of the Obligations, or interested therein, for the
extension, renewal, payment, compromise, discharge or release thereof, in whole or in
part, or for any modification of the terms thereof or of any agreement between Lender and
any Borrower or any such other party or person, or make any election of rights Lender may
deem desirable under the United States Bankruptcy Code, as amended, or any other federal
or state bankruptcy, reorganization, moratorium or insolvency law relating to or affecting
the enforcement of creditors rights generally (any of the foregoing, an
Insolvency Law) without in any way impairing or affecting this Guaranty. This
instrument shall be effective regardless of the subsequent incorporation, merger or
consolidation of any Borrower, or any change in the composition, nature, personnel or
location of any Borrower and shall extend to any successor entity to any Borrower,
including a debtor in possession or the like under any Insolvency Law.

2.       Guaranty
Absolute. The undersigned guarantees that the Obligations will           be paid
strictly in accordance with the terms of the Loan Agreement and/or any           other
document, instrument or agreement creating or evidencing the Obligations
          (subject to the limits provided in Section 19 hereof), regardless of any law,
          regulation or order now or hereafter in effect in any jurisdiction affecting
any           of such terms or the rights of Borrower with respect thereto. Guarantor
hereby           knowingly accepts the full range of risk encompassed within a contract
of           continuing guaranty which risk includes the possibility that one
or           more Borrowers will contract additional indebtedness for which Guarantor may
be           liable hereunder after such Borrowers financial condition or ability
to           pay its lawful debts when they fall due has deteriorated, whether or not
such           Borrower has properly authorized incurring such additional indebtedness.
The           undersigned acknowledges that (i) no oral representations, including any
          representations to extend credit or provide other financial accommodations to
          any Borrower, have been made by Lender to induce the undersigned to enter into
          this Guaranty and (ii) any extension of credit to any Borrower shall be
governed           solely by the provisions of the Loan Agreement. Except as otherwise
provided in           Section 19 hereof, the liability of the undersigned under this
Guaranty shall be           absolute and unconditional, in accordance with its terms, and
shall remain in           full force and effect without regard to, and shall not be
released, suspended,           discharged, terminated or otherwise affected by, any
circumstance or occurrence           whatsoever, including, without limitation: (a) any
waiver, indulgence, renewal,           extension, amendment or modification of or
addition, consent or supplement to or           deletion from or any other action or
inaction under or in respect of the Loan           Documents or any other instruments or
agreements relating to the Obligations or           any assignment or transfer of any
thereof; (b) any lack of validity or           enforceability of any Loan Document or
other documents, instruments or           agreements relating to the Obligations or any
assignment or transfer of any           thereof; (c) any furnishing of any additional
security to Lender or its           assignees or any acceptance thereof or any release of
any security by Lender or           its assignees; (d) any limitation on any partys
liability or obligation           under the Loan Documents or any other documents,
instruments or agreements           relating to the Obligations or any assignment or
transfer of any thereof or any           invalidity or unenforceability, in whole or in
part, of any such document,           instrument or agreement or any term thereof; (e)
any bankruptcy, insolvency,           reorganization, composition, adjustment,
dissolution, liquidation or other like           proceeding relating to any Borrower, or
any action taken with respect to this           Guaranty by any trustee or receiver, or
by any court, in any such proceeding,           whether or not the undersigned shall have
notice or knowledge of

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any of the foregoing; (f) any exchange, release or nonperfection of
any collateral, or any release, or
amendment or waiver of or consent to departure from any guaranty or security, for all or
any of the Obligations; or (g) any other circumstance which might otherwise constitute a
defense available to, or a discharge of, the undersigned. Any amounts due from the
undersigned to Lender shall bear interest until such amounts are paid in full at the
highest rate then applicable to the Obligations of Borrowers to Lender under the Loan
Agreement. Obligations include post-petition interest whether or not allowed or allowable.

3.       Waivers.
(a) This Guaranty is a guaranty of payment and not of           collection. Lender shall
be under no obligation to institute suit, exercise           rights or remedies or take
any other action against any Borrower or any other           person liable with respect
to any of the Obligations or resort to any collateral           security held by it to
secure any of the Obligations as a condition precedent to           the undersigned being
obligated to perform as agreed herein and Guarantor hereby           waives any and all
rights which it may have by statute or otherwise which would           require Lender to
do any of the foregoing. Guarantor further consents and agrees           that Lender
shall be under no obligation to marshal any assets in favor of           Guarantor, or
against or in payment of any or all of the Obligations. The           undersigned hereby
waives any rights to interpose any defense (other than as           provided in Section
19 hereof), counterclaim or offset of any nature and           description which it may
have or which may exist between and among Lender,           Borrowers and/or the
undersigned with respect to the undersigneds           obligations under this
Guaranty, or which any Borrower may assert on the           underlying debt, including
but not limited to failure of consideration, breach           of warranty, fraud, payment
(other than cash payment in full of the           Obligations), statute of frauds,
bankruptcy, infancy, statute of limitations,           accord and satisfaction, and
usury.

(b)                 The
undersigned further waives (i) notice of the acceptance of this Guaranty, of
          the making of any such loans or extensions of credit, and of all notices and
          demands of any kind to which the undersigned may be entitled, including,
without           limitation, notice of adverse change in any Borrowers financial
condition           or of any other fact which might materially increase the risk of the
          undersigned; (ii) presentment to or demand of payment from anyone whomsoever
          liable upon any of the Obligations, protest, notices of presentment,
non-payment           or protest and notice of any sale of collateral security or any
default of any           sort.

(c)                 Notwithstanding
any payment or payments made by the undersigned hereunder, or           any setoff or
application of funds of the undersigned by Lender, the undersigned           hereby
subordinates his right to be subrogated to any of the rights of Lender           against
any Borrower or against any collateral or guarantee or right of offset           held by
Lender for the payment of the Obligations, and his right to seek or be           entitled
to seek any contribution or reimbursement from any Borrower in respect           of
payments made by the undersigned hereunder, until all amounts owing to Lender
          by Borrowers on account of the Obligations are paid in full and the
          Lenders obligation (if any) to lend under the Loan Agreement has been
          terminated. If, notwithstanding the foregoing, any amount shall be paid to the
          undersigned on account of such subrogation rights at any time when all of the
          Obligations shall not have been paid in full and the Lenders obligation
          (if any) to lend under the Loan Agreement shall not have been terminated, such
          amount shall be held by the undersigned in trust for Lender, segregated from
          other funds of the undersigned, and shall forthwith upon, and in any event
          within two (2) business days of, receipt by the undersigned, be turned over to
          Lender in the exact form received by the undersigned (duly endorsed

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by the undersigned to Lender, if
required), to be applied against the Obligations, whether matured or unmatured, in such
order as Lender may determine, subject to the provisions of the Loan Agreement. Any and
all present and future debts and obligations of Borrowers to any of the undersigned with
respect to the repayment of borrowed money are hereby waived and postponed in favor of,
and subordinated to the full payment and performance of, all present and future debts and
obligations of Borrowers to Lender.

(d)                 The
undersigned further waives the right to renounce any disposition or transfer           of
assets whether created under a will, trust agreement or intestacy statute,           with
respect to any devise, bequest, distributive share, trust account, life
          insurance or annuity contract, employee benefit plan (including, without
          limitation, any pension, retirement, death benefit, stock bonus or profit
          sharing plan, system or trust), or any other disposition or transfer created by
          any testamentary or nontestamentary instrument or by operation of law, and any
          of the foregoing created or increased by reason of a renunciation made by
          another person.

4.       Security.
All sums at any time to the credit of the undersigned and any           property of the
undersigned in Lenders possession or in the possession of           any bank,
financial institution or other entity that directly or indirectly,           through one
or more intermediaries, controls or is controlled by, or is under           common
control with, Lender (each such entity, an Affiliate) shall           be
deemed held by Lender or such Affiliate, as the case may be, as security for
          any and all of the undersigneds obligations to Lender and to any
Affiliate           of Lender, no matter how or when arising and whether under this or
any other           instrument, agreement or otherwise.

5.       Representations
and Warranties. The undersigned hereby represents and           warrants (all of
which representations and warranties shall survive for so long           as this Guaranty
is in effect), that:

(a)       Legal
Capacity. The undersigned has full legal capacity to execute and           deliver
this Guaranty and to perform the obligations of the undersigned under           this
Guaranty.

(b)       Legal,
Valid and Binding Character. This Guaranty constitutes the legal,           valid and
binding obligation of the undersigned enforceable in accordance with           its terms,
except as enforceability may be limited by applicable Insolvency Law.

(c)       Violations.
The execution, delivery and performance of this Guaranty will           not violate any
requirement of law applicable to the undersigned or any material           contract,
agreement or instrument to which the undersigned is a party or by           which the
undersigned or any property of the undersigned is bound or result in           the
creation or imposition of any mortgage, lien or other encumbrance other than           to
Lender on any of the property or assets of the undersigned pursuant to the
          provisions of any of the foregoing.

(d)       Consents
or Approvals. No consent of any other person or entity           (including, without
limitation, any creditor of the undersigned) and no consent,           license, permit,
approval or authorization of, exemption by, notice or report           to, or
registration, filing or declaration with, any governmental authority is
          required in connection with the execution, delivery, performance, validity or
          enforceability of this Guaranty.

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(e)       Litigation.
No litigation, arbitration, investigation or administrative           proceeding of or
before any court, arbitrator or governmental authority, bureau           or agency is
currently pending or, to the best knowledge of the undersigned,           threatened (i)
with respect to this Guaranty or any of the transactions           contemplated by this
Guaranty or (ii) against or affecting the undersigned, or           any property or
assets of the undersigned, which, if adversely determined, would           have a
material adverse effect on the business, operations, assets or condition,
          financial or otherwise, of the undersigned.

(f)       Financial
Benefit. The undersigned has derived or expects to derive a           financial or
other advantage from each and every loan, advance or extension of           credit made
under the Loan Agreement or other Obligation incurred by Borrowers           to Lender.

The
foregoing representations and warranties (other than that set forth in paragraph (f)
above) shall be deemed to have been made by the undersigned on the date of each borrowing
by Borrowers under the Loan Agreement on and as of such date of such borrowing as though
made hereunder on and as of such date.

6.       Acceleration.
(a) If any breach of any covenant or condition or other           event of default shall
occur and be continuing under any agreement made by any           Borrower or the
undersigned to Lender, or any Borrower or the undersigned should           at any time
become insolvent, or make a general assignment, or if a proceeding           in or under
any Insolvency Law shall be filed or commenced by, or in respect of,           the
undersigned, or if a notice of any lien, levy, or assessment is filed of           record
with respect to any assets of the undersigned by the United States or any
          department, agency, or instrumentality thereof, or if any taxes or debts owing
          at any time or times hereafter to any one of them becomes a lien or encumbrance
          upon any assets of the undersigned in Lenders possession, or otherwise,
          any and all Obligations shall for purposes hereof, at Lenders option, be
          deemed due and payable without notice notwithstanding that any such Obligation
          is not then due and payable by any Borrower.

(b)                 The
undersigned will promptly notify Lender of any default by the undersigned in
          the performance or observance of any term or condition of any agreement to
which           the undersigned is a party if the effect of such default is to cause, or
permit           the holder of any obligation under such agreement to cause, such
obligation to           become due prior to its stated maturity and, if such an event
occurs, Lender           shall have the right to accelerate the undersigneds
obligations hereunder.

7.       Payments
from Guarantor. Lender, in its sole and absolute discretion,           with or
without notice to the undersigned, may apply on account of the           Obligations any
payment from the undersigned or any other guarantor, or amounts           realized from
any security for the Obligations, or may deposit any and all such           amounts
realized in a non-interest bearing cash collateral deposit account to be
          maintained as security for the Obligations.

8.       Costs.
The undersigned shall pay on demand, all fees and expenses           (including
reasonable expenses for legal services of every kind) relating or           incidental to
the enforcement or protection of the rights of Lender hereunder or           under any of
the Obligations.

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9.       No
Termination. This is a continuing irrevocable guaranty and shall           remain in
full force and effect and be binding upon the undersigned, and the           undersigneds
heirs, administrators, executors, successors and assigns,           until all of the
Obligations have been paid in full and the Loan Agreement has           been terminated.
If any of the present or future Obligations are guarantied by           persons,
partnerships or corporations in addition to the undersigned, the death,           release
or discharge in whole or in part or the bankruptcy, merger,           consolidation,
incorporation, liquidation or dissolution of one or more of them           shall not
discharge or affect the liabilities of the undersigned under this           Guaranty. The
death of the undersigned shall not effect a termination of this           Guaranty and
Advances made subsequent to such death shall continue to constitute           Obligations
guarantee hereunder.

10.       Recapture.
Anything in this Guaranty to the contrary notwithstanding, if           Lender receives
any payment or payments on account of the liabilities guarantied           hereby, which
payment or payments or any part thereof are subsequently           invalidated, declared
to be fraudulent or preferential, set aside and/or           required to be repaid to a
trustee, receiver, or any other party under any           Insolvency Law, common law or
equitable doctrine, then to the extent of any sum           not finally retained by
Lender, the undersigneds obligations to Lender           shall be reinstated and
this Guaranty shall remain in full force and effect (or           be reinstated) until
payment shall have been made to Lender, which payment shall           be due on demand.

11.       Books
and Records. The books and records of Lender showing the account           between
Lender and Borrowers shall be admissible in evidence in any action or
          proceeding, shall be binding upon the undersigned for the purpose of
          establishing the items therein set forth and shall constitute prima facie proof
          thereof.

12.       No
Waiver. No failure on the part of Lender to exercise, and no delay in
          exercising, any right, remedy or power hereunder shall operate as a waiver
          thereof, nor shall any single or partial exercise by Lender of any right,
remedy           or power hereunder preclude any other or future exercise of any other
legal           right, remedy or power. Each and every right, remedy and power hereby
granted to           Lender or allowed it by law or other agreement shall be cumulative
and not           exclusive of any other, and may be exercised by Lender at any time and
from time           to time.

13.       Waiver
of Jury Trial. THE UNDERSIGNED DOES HEREBY KNOWINGLY, VOLUNTARILY           AND
INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
          BASED ON OR WITH RESPECT TO THIS GUARANTY OR ANY OF THE TRANSACTIONS
          CONTEMPLATED HEREBY OR RELATING OR INCIDENTAL HERETO. THE UNDERSIGNED DOES
          HEREBY CERTIFY THAT NO REPRESENTATIVE OR AGENT OF LENDER HAS REPRESENTED,
          EXPRESSLY OR OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
          TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.

14.       Governing
Law; Jurisdiction; Amendments. THIS INSTRUMENT CANNOT BE           CHANGED OR
TERMINATED ORALLY, AND SHALL BE GOVERNED, CONSTRUED AND INTERPRETED           AS TO
VALIDITY, ENFORCEMENT AND IN ALL OTHER RESPECTS IN ACCORDANCE WITH THE           LAWS OF
THE STATE OF NEW YORK. THE

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UNDERSIGNED EXPRESSLY
CONSENTS TO THE JURISDICTION AND VENUE OF THE SUPREME COURT OF THE
STATE OF NEW YORK, COUNTY OF NEW YORK, AND OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK FOR ALL PURPOSES IN CONNECTION HEREWITH. ANY JUDICIAL
PROCEEDING BY THE UNDERSIGNED AGAINST LENDER INVOLVING, DIRECTLY OR INDIRECTLY ANY MATTER
OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED HEREWITH SHALL BE BROUGHT ONLY
IN THE SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK OR THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. THE UNDERSIGNED FURTHER CONSENTS
THAT ANY SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT LIMITATION, ANY
NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE AFOREMENTIONED COURTS OR A JUDGE
THEREOF) OR ANY NOTICE IN CONNECTION WITH ANY PROCEEDINGS HEREUNDER, MAY BE SERVED INSIDE
OR OUTSIDE OF THE STATE OF NEW YORK OR THE SOUTHERN DISTRICT OF NEW YORK BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY PERSONAL SERVICE PROVIDED A REASONABLE
TIME FOR APPEARANCE IS PERMITTED, OR IN SUCH OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE
RULES OF SAID COURTS. THE UNDERSIGNED WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF
ANY ACTION INSTITUTED HEREON AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF
JURISDICTION OR VENUE OR BASED UPON FORUM NONCONVENIENS.

15.       Severability.
To the extent permitted by applicable law, any provision of           this Guaranty which
is prohibited or unenforceable in any jurisdiction shall, as           to such
jurisdiction, be ineffective to the extent of such prohibition or
          unenforceability without invalidating the remaining provisions hereof, and any
          such prohibition or unenforceability in any jurisdiction shall not invalidate
or           render unenforceable such provision in any other jurisdiction.

16.       Amendments,
Waivers. No amendment or waiver of any provision of this           Guaranty nor
consent to any departure by the undersigned therefrom shall in any           event be
effective unless the same shall be in writing executed by the           undersigned and
Lender.

17.       Notice.
All notices, requests and demands to or upon the undersigned,           shall be in
writing or by telecopy or telex and shall be deemed to have been           duly given or
made (a) when delivered, if by hand, (b) three (3) days after           being deposited
in the mail, postage prepaid, if by mail, or (c) when confirmed,           if by
telecopy, in each event, to the number and address set forth beneath the
          signature of the undersigned.

18.       Successors.
Lender may, from time to time, without notice to the           undersigned, sell, assign,
transfer or otherwise dispose of all or any part of           the Obligations and/or
rights under this Guaranty. Without limiting the           generality of the foregoing,
Lender may assign, or grant participations to, one           or more banks, financial
institutions or other entities all or any part of any           of the Obligations. In
each such event, Lender, its Affiliates and each and           every immediate and
successive purchaser, assignee, transferee or holder of all           or any part of the
Obligations shall have the right to enforce this Guaranty, by           legal action or
otherwise, for its own benefit as fully

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as if such purchaser, assignee,
transferee or holder were herein by name specifically given such right. Lender shall have
an unimpaired right to enforce this Guaranty for its benefit with respect to that portion
of the Obligations which Lender has not disposed of, sold, assigned or otherwise
transferred.

19.       Release.
At such time as either (x) subject to the provisions of Section           10 hereof, the
Obligations have been satisfied in full in cash and any           commitment to lend has
been terminated, or (y) Guarantor has made payment           hereunder in cash of the
then outstanding Obligations up to $600,000, or (z) if           Borrowers achieve EBITDA
(as that term is defined in the Loan Agreement) in           excess of $4,000,000 on a
trailing twelve month basis as of the end of any           month, then in any such case
the undersigned shall be automatically released           from liability under this
Guaranty.

20.       Counterparts.
This Guaranty may be executed by the parties hereto in one           or more
counterparts, each of which shall be deemed an original and all of which           when
taken together shall constitute one and the same agreement.

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IN
WITNESS WHEREOF, this Guaranty has been executed by the undersigned this 18th day of May,
2007.

| |                                        
| | ---------------------------------------
| | /s/ Robert G. Brown                    
| |                                        
| | ROBERT G. BROWN                        
| |                                        
| | Address:____________________________   
| |                                        
| | Telecopier No.:________________________

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