Exhibit 10.1
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                       WEBSTER BUSINESS CREDIT CORPORATION
                                ONE STATE STREET
                            NEW YORK, NEW YORK 10004

                                                     November 10, 2005

SPAR Group, Inc.
580 White Plains Road
Tarrytown, New York 10591
Attention: Charles Cimitile

Gentlemen:

        Reference  is hereby made to that  certain  Third  Amended and  Restated
Revolving Credit and Security  Agreement (as the same may be amended,  restated,
supplemented  or otherwise  modified from time to time, the "Credit  Agreement")
dated as of January 24, 2003 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").  All  capitalized  terms not otherwise  defined herein
shall have the meanings given to them in the Credit Agreement.

        An Event of Default has occurred under the Credit  Agreement as a result
of Borrowers' non-compliance with (i) Section 12(o) of the Credit Agreement with
respect to the fiscal quarter ended September 30, 2005 due to Borrowers' failure
to maintain its  required  Net Worth at the end of such fiscal  quarter and (ii)
Section  12(p) and Section  12(r) of the Credit  Agreement  with  respect to the
fiscal quarter ending  September 30, 2005 due to Borrowers'  failure to maintain
the requisite  Fixed Charge  Coverage Ratio and EBITDA level for the four fiscal
quarters then ended.  Borrowers  have  requested  that such Events of Default be
waived.  By its  signature  below,  Lender  hereby  waives such Event of Default
solely for the fiscal quarter ending September 30, 2005.

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         Except as specifically provided herein, the Credit 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. The execution, delivery and effectiveness of this letter
agreement shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of Lender, nor constitute a waiver of any provision
of the Credit Agreement or any other documents, instruments or agreements
executed and/or delivered under or in connection therewith.

                                             Very truly yours,

                                             WEBSTER BUSINESS CREDIT CORPORATION


                                             By: /s/  Mr. Joseph Zautra
                                                 -------------------------------
                                             Name:  Mr. Joseph Zautra
                                             Title: Vice President