EXHIBIT 10.1

                           WAIVER AND AMENDMENT NO. 5
                          TO THIRD AMENDED AND RESTATED
                     REVOLVING CREDIT AND SECURITY AGREEMENT


         THIS WAIVER AND AMENDMENT NO. 5 (this  "Agreement")  is entered into as
of August 20, 2004, by and among SPAR MARKETING FORCE, INC. ("SMF"),  SPAR, INC.
("SPAR"), SPAR/BURGOYNE RETAIL SERVICES, INC ("SBRS"), SPAR GROUP, INC. ("SGI"),
SPAR INCENTIVE  MARKETING,  INC. ("SIM"),  SPAR TRADEMARKS,  INC. ("STM"),  SPAR
MARKETING,  INC. (DE)  ("SMIDE"),  SPAR  MARKETING,  INC. (NV)  ("SMINV"),  SPAR
ACQUISITION,  INC. ("SAI"), SPAR TECHNOLOGY GROUP, INC. ("STG"), SPAR/PIA RETAIL
SERVICES, INC. ("Pia Retail"), RETAIL RESOURCES, INC. ("Retail"),  PIVOTAL FIELD
SERVICES,  INC. ("Pivotal Field"), PIA MERCHANDISING CO., INC. ("PIA"),  PACIFIC
INDOOR  DISPLAY CO.  ("Pacific"),  PIVOTAL SALES COMPANY  ("Pivotal"),  SPAR ALL
STORE MARKETING SERVICES,  INC., ("SAS") and SPAR BERT FIFE, INC. ("SBFI") (each
a  "Borrower"  and   collectively   "Borrowers")  and  WEBSTER  BUSINESS  CREDIT
CORPORATION   (formerly  known  as  Whitehall   Business   Credit   Corporation)
("Lender").

                                   BACKGROUND

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

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

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

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

2. Waivers. Subject to the satisfaction of Section 4 below, Lender hereby waives
the Event of Default  which has occurred as a result  Borrowers'  non-compliance
with (i) Section  12(o) with respect to the fiscal  quarter  ended June 30, 2004
due to Borrowers'  failure to maintain its required Net Worth at the end of such
fiscal quarter,  (ii) Section 12(p) and Section 12(r) with respect to the fiscal
quarter ending June 30, 2004 due to Borrowers' failure to maintain the requisite
Fixed Charge  Coverage Ratio and EBITDA

<PAGE>

level for the four fiscal  quarters  then ended and (iii)  Section  12(x) due to
Borrowers'  failure  to  retain a  consultant  by June 15,  2004 and  Borrowers'
failure to deliver a copy of a  consultant's  report to Lender by June 30, 2004.
Notwithstanding  the  foregoing,  the waivers of the Events of Default set forth
above do not  establish  a course of conduct  between  Borrowers  and Lender and
Borrowers  hereby agree that Lender is not  obligated to waive any future Events
of Default under the Loan Agreement.

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

         (a)      Section 1(A) is hereby amended as follows:

                  (i)      The  definition  of  "Maximum  Revolving  Amount"  is
                           hereby   amended  by   deleting   "$10,000,000"   and
                           inserting "$7,000,000" in its place and stead.

                  (ii)     The definition of "Unbilled Receivables Availability"
                           is hereby  amended by  deleting  "70%" and  inserting
                           "60%" in its place and stead.

                  (iii)    The following new definitions are hereby added in the
                           appropriate alphabetical order.

                                    "Amendment No. 5" means Waiver and Amendment
                                    No. 5 dated  as of  August  20,  2004 by and
                                    among Borrowers and Lender.

                                    "Amendment No. 5 Effective  Date" shall mean
                                    the  date  on  which  all of the  conditions
                                    precedent   set   forth  in   Section  4  of
                                    Amendment No. 5 have been satisfied.

         (b) Section 12(n)(v)(F) is hereby amended in its entirety to provide as
         follows:

                                    "(F)  any  investment  (net  of all  related
                                    repayments  and returns of capital)  made by
                                    any Borrower in any Unrestricted Subsidiary,
                                    in  the  form  of  a  capitalized   expense,
                                    capital  contribution  or loan, for purposes
                                    of  investing  in, or investing in an entity
                                    which   is   investing   in,   entities   or
                                    participating in joint ventures formed under
                                    the laws of a foreign country, provided that
                                    such investment, together with the Aggregate
                                    Consideration, shall not exceed (x) $150,000
                                    in   the   aggregate   during   the   period
                                    commencing  on the date  Amendment  No. 5 is
                                    executed  through December 31, 2004, and (y)
                                    $250,000    during   each    calendar   year
                                    thereafter."

         (c)  Section  12(r) is hereby  amended  in its  entirety  to provide as
         follows:

                                       2
<PAGE>

                                    "(r) The Borrowers shall maintain EBITDA for
                                    the  months  set forth  below  ending on the
                                    last day of such month in an amount not less
                                    than the amount set forth below:


<TABLE>
<CAPTION>
                 Month ended                    Minimum EBITDA              Cumulative Minimum EBITDA
                                                for the month               from August 1, 2004 through
                                                then ended                  the month then ended

<S>      <C>                                    <C>                         <C>
         August 31, 2004                        $(100,000)                   $(100,000)
         September 30, 2004                     $ 260,000                    $ 160,000
         October 31, 2004                       $ 185,000                    $ 345,000
         November 30, 2004                      $ 225,000                    $ 570,000
         December 31, 2004                      $ 360,000                    $ 930,000
</TABLE>


                                    Thereafter,   commencing   with  the  fiscal
                                    quarter ending March 31, 2005, the Borrowers
                                    shall  maintain  EBITDA  of  not  less  than
                                    $7,750,000 at the end of each fiscal quarter
                                    with respect to the four (4) fiscal quarters
                                    then ended;"

         (d)  Section  12(x) is hereby  amended  in its  entirety  to provide as
         follows:

                                    "(x) On or before August 31, 2004, Borrowers
                                    shall retain a consultant  to be selected by
                                    Borrowing  Agent but who is  satisfactory to
                                    Lender. The terms of the engagement shall be
                                    subject to a satisfactory  review by Lender.
                                    The   consultant   shall  prepare  a  report
                                    analyzing  the  contingency   scenarios  and
                                    Lender  shall  have  received a copy of such
                                    report on or before  September  30, 2004. In
                                    addition,  on or before  September 30, 2004,
                                    Borrowers  shall  deliver to Lender  revised
                                    month by month  projected  operating  budget
                                    and cash flow for the twelve  months  ending
                                    December 31, 2004"

4. Conditions of Effectiveness.  This Agreement shall become effective as of the
date hereof,  provided that the following  conditions shall have been satisfied:
Lender shall have received (i) four (4) copies of this Agreement executed by the
Borrowers  and the  limited  guarantors  (each a  "Limited  Guarantor")  and the
guarantor  ("Guarantor")  listed on the signature page hereto, and, (ii) payment
of a waiver and  amendment  fee in the sum of $25,000 which fee shall be charged
by Lender to Borrowers'  loan account as a Revolving  Advance,  (iii) a draft of
Borrowers'  financial statements for the two fiscal quarters ended June 30, 2004
showing all write-off's during such period, (iv) a draft of Borrowers' financial
statements  for the month ended July 31, 2004  showing  that EBITDA was not less
than $(350,000) for such period and (v) a compliance certificate

                                       3
<PAGE>

executed by the chief financial  officer of Borrowers in substantially  the form
of  Exhibit  A to  this  Agreement  and a  report  setting  forth  the  covenant
calculations,  each as of June 30,  2004,  (including  advances to  Unrestricted
Subsidiaries).

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

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

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

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

6.       Effect on the Loan Agreement.

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

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

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

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

                                       4
<PAGE>

hereinafter  called the  "Released  Matters").  Borrowers  acknowledge  that the
agreements in this Section are intended to be in full satisfaction of all or any
alleged injuries or damages arising in connection with the Released Matters.

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

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



                  [Remainder of page intentionally left blank]



                                       5
<PAGE>

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

                                       SPAR MARKETING FORCE, INC.
                                       SPAR, INC.
                                       SPAR/BURGOYNE RETAIL    SERVICES, INC.
                                       SPAR GROUP, INC.
                                       SPAR INCENTIVE MARKETING, INC.
                                       SPAR TRADEMARKS, INC.
                                       SPAR MARKETING, INC. (DE)
                                       SPAR MARKETING, INC. (NV)
                                       SPAR ACQUISITION, INC.
                                       SPAR TECHNOLOGY GROUP, INC.
                                       SPAR/PIA RETAIL SERVICES, INC.
                                       RETAIL RESOURCES, INC.
                                       PIVOTAL FIELD SERVICES, INC.
                                       PIA MERCHANDISING CO., INC.
                                       PACIFIC INDOOR DISPLAY CO.
                                       PIVOTAL SALES COMPANY
                                       SPAR GROUP, INC.
                                       SPAR ALL STORE MARKETING SERVICES, INC.
                                       SPAR BERT FIFE, INC.

                                       By:
                                          --------------------------------------
                                          Name:  Charles Cimitile
                                          Title: Chief Financial Officer of
                                                 each of the foregoing entities


                                       WEBSTER BUSINESS CREDIT CORPORATION

                                       By:
                                          --------------------------------------
                                          Name:
                                          Its:



                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]


<PAGE>



CONSENTED AND AGREED TO BY:


------------------------------
WILLIAM H. BARTELS, Limited Guarantor


------------------------------
ROBERT G. BROWN, Limited Guarantor


PIA Merchandising Limited, Guarantor

By:
   ---------------------------
Name:
Its:

<PAGE>

                                    EXHIBIT A

                                     FORM OF
                             COMPLIANCE CERTIFICATE


         I, Charles  Cimitile,  in my capacity as the Chief Financial Officer of
SPAR Group,  Inc.,  hereby  certify that,  with respect to the Third Amended and
Restated  Revolving Credit and Security  Agreement dated January 24, 2004 (as it
may be amended,  modified,  extended or restated from time to time,  the "Credit
Agreement";  capitalized  terms not otherwise  defined in this Certificate shall
have the meaning  given to them in the Credit  Agreement)  among SPAR  MARKETING
FORCE, INC., SPAR, INC.,  SPAR/BURGOYNE RETAIL SERVICES, INC., SPAR GROUP, INC.,
SPAR INCENTIVE  MARKETING,  INC., SPAR  TRADEMARKS,  INC., SPAR MARKETING,  INC.
(DE), SPAR MARKETING, INC. (NV), SPAR ACQUISITION,  INC., SPAR TECHNOLOGY GROUP,
INC.,  SPAR/PIA RETAIL SERVICES,  INC.,  RETAIL RESOURCES,  INC.,  PIVOTAL FIELD
SERVICES, INC., PIA MERCHANDISING CO., INC., PACIFIC INDOOR DISPLAY CO., PIVOTAL
SALES COMPANY, SPAR ALL STORE MARKETING SERVICES, INC., and SPAR BERT FIFE, INC.
(each of the  foregoing a "Borrower"  and  collectively  the  "Borrowers"),  and
WEBSTER BUSINESS CREDIT CORPORATION (formerly known as Whitehall Business Credit
Corporation)("Lender"):

         1. Attached hereto are the financial  statements  required  pursuant to
Section 11 of the Credit  Agreement  for the  [month]  [quarter]  [year]  ending
_________________.


         2.  With  respect  to any  quarterly  or annual  financial  statements,
attached hereto as Schedule 1 are detailed calculations demonstrating compliance
with the financial  covenants  contained in Sections 12(o),  (p), (q) and (r) of
the Credit Agreement.  Borrowers are in compliance with such covenants as of the
date hereof.

         3. [Based on an examination  by the company  sufficient to enable it to
make an  informed  statement,  the company  does not  believe  that any Event of
Default exists which has not been previously  disclosed in writing to Lender] or
[Since the last  Compliance  Certificate,  one or more  Events of  Default  have
occurred as more fully  described on Schedule 2, which sets forth the nature and
extent of such Events of Default,  a description of the corrective  action taken
or proposed to be taken with respect  thereto].  [If Applicable add - Schedule 2
sets forth the actions,  if any,  taken with respect to Events of Default  since
the prior Compliance Certificate.

Dated this ____ day of ___________, 200_.

                                              SPAR Group, Inc.

                                              By:
                                                  ------------------------------
                                                  Name:  Charles Cimitile
                                                  Title: Chief Financial Officer



<PAGE>


                                   SCHEDULE 1

                               Financial Covenants


<TABLE>
<CAPTION>
<S>                                                                       <C>
         A.       Minimum Consolidated Net Worth

           Consolidated Net Worth as of [current fiscal quarter           $_____________
           end]

           Consolidated Net Worth as of [prior fiscal quarter end]        $_____________

           Covenant Requirement - at least $100,000 greater than          $_____________
           the consolidated net worth as of the end of the prior
           fiscal quarter
</TABLE>

         B. Minimum Fixed Charge  Coverage  Ratio:  (a) EDITDA of Borrowers on a
consolidated basis minus Non-Financed Capital Expenditures to (b) Fixed Charges

1.       EBITDA calculations for any period:

                (i)      net income (or loss) of             $_____________
                         Borrowers on consolidated basis
                         for such period (excluding
                         extraordinary gains and
                         extraordinary losses per GAAP),
                         plus
                         ----

                (ii)     all interest expense of             $_____________
                         Borrowers on an unsolicited
                         basis for such period, plus

                (iii)    all charges against income of       $_____________
                         Borrowers on a consolidated
                         basis for such period for
                         federal, estate and local
                         taxes, plus

                                        9
<PAGE>
                (iv)     depreciation expenses of            $_____________
                         Borrowers on a consolidated
                         basis for such period, minus


                (v)      amortization expenses of            $_____________
                         Borrowers on a consolidated
                         basis for such period minus

                (vi)     Capitalized cash expenses of        $_____________
                         any Borrower which for expenses
                         were previously deducted from
                         net income in calculating (i)
                         through (iii) above, minus

                (vii)    Non-Financed Capital                $_____________
                         Expenditures for such
                         $_____________ period.



           Total (EBITDA minus Non-Financed Capital
           Expenditures)                                    $
                                                             =============





2.       Fixed Charges calculation for any period:

                 (i)      all interest payments made on     $_____________
                          the Loans, plus



                 (ii)     All dividends or other            $_____________
                          distributions to stockholders
                          and other payments made or paid
                          with respect to any
                          indebtedness for money borrowed
                          (excluding the principal amount
                          of Revolving Advances but
                          including all payments made on
                          capitalized leases) during such
                          period (including, without
                          limitation, payments permitted
                          under Section 12(n)(iii)),



                                       10
<PAGE>
                          plus

                 (iii)    Income or franchise taxes paid   $_____________
                          in cash during such period,
                          plus

                 (iv)     Payments on the Shareholders     $_____________
                          Notes during such period under
                          Section 12(n)(iv) of the Credit
                          Agreement, plus

                 (v)      PIA and SPAR Merger Payments
                          made during _ such period.

                          Total Fixed Charges

                          Fixed Charge Coverage Ratio:       _____:1.00
                          EBITDA to Fixed Charges

                          Covenant Requirement

                                                             Greater than or
                                                             equal to 1.10 to
                                                             1.00


        C. Minimum EBITDA



                  EBITDA (calculated in accordance with    $_____________
                  (B)(1)(i)-(vi)) above

                  Covenant Requirement                     $_____________



                                       11


        D. Maximum Capital Expenditures [Annual test]


            Capital Expenditures for fiscal year           $_____________


            Covenant Requirement                           $2,000,000