EXHIBIT 10.3


             AMENDED AND RESTATED PROGRAMMING AND SUPPORT AGREEMENT

                  This Amended and Restated  Programming  and Support  Agreement
dated and  effective  as of  January  1, 2004 (as the same may be  supplemented,
modified, amended, restated or replaced from time to time in the manner provided
herein,  this  "Agreement"),  is by and between  SPAR  InfoTech,  Inc., a Nevada
corporation  ("SIT"),  and SPAR Marketing Force, Inc., a Nevada corporation (the
"Company"). SIT and the Company may be referred to individually as a "Party" and
collectively as the "Parties".

                                    Recitals

                  SIT and the  Company  are  parties  to a  Contract  for Hourly
System and Managerial  Support dated as of October 1, 1998 (as the same may have
been supplemented,  modified, amended, restated or replaced from time to time in
the manner provided  therein,  the "Existing  Support  Agreement"),  pursuant to
which SIT has provided and currently  provides certain  programming,  management
and other technology services on an hourly basis to the Company and (through the
Company) SPAR Group, Inc., and its subsidiaries (together with the Company, each
a "SPAR Company" and  collectively  the "SPAR  Companies").  The Company and SIT
desire to update the terms and conditions on which SIT will continue to provide,
on a nonexclusive  basis,  such  programming,  management  and other  technology
services to the SPAR Companies as from time to time may be requested by any SPAR
Company,  all upon the  terms  and  provisions  and  subject  to the  conditions
hereinafter set forth.

                                    Agreement

                  NOW,  THEREFORE,  in  consideration of the mutual promises and
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged  by the Parties,  the
Parties hereto hereby agree as follows:

                  Section 1. Term.  This Agreement  shall commence upon the date
hereof, and shall continue through December 31, 2007, and shall be automatically
renewed and continue for  additional one year periods  thereafter  (the "Term"),
unless and until (a) either Party gives the other written  notice at least sixty
days prior to December 31 of any year  (commencing in 2007) of its desire to not
renew this  Agreement,  or (b) this Agreement is sooner  terminated  pursuant to
Section 5 hereof.

                  Section  2.   Programming,   Management,   Support  and  other
Technology  Services.  During the Term, SIT shall provide (a) such  programming,
management,  support  and  other  technology  services  as the  Company  and the
Company's affiliates may from time to time request, and (b) all related services
(collectively,  the  "Services").  The  Company  and SIT  shall  in  good  faith
establish and implement  mutually  acceptable  procedures for the scheduling and
coordination of the performance of the Services.

                  Section 3. Hourly  Compensation and Expenses.  (a) The Company
shall  compensate SIT for the performance of the Services to the Company and its
affiliates  on an hourly  basis at the rates for the  classes of  personnel  set
forth in the "Rate  Schedule"  annexed hereto (as the same may be  supplemented,
modified, amended, restated or replaced from time to time in the manner provided
therein,  the "Rate  Schedule").  SIT may amend and restate the Rate Schedule at
any time and from time to time by  providing  notice  and a copy  thereof to the
Company,  which restated Rate Schedule shall automatically take effect the later
of (i)  thirty  (30) days  after  receipt  thereof  by the  Company or (ii) such
effective  date as may be  specified  therein;  provided  that the  Company  may
terminate  this  Agreement by written  notice to SIT at any time within ten (10)
days after its receipt of such  restated  Rate  Schedule if the Company does not
accept such restated Rate Schedule.

                  (b) The Company shall  reimburse SIT for (or, at the Company's
option,  directly  pay) all  business  travel  and other  similar  out-of-pocket
business expenses  reasonably  incurred by SIT's personnel in the performance of
the Services  hereunder in accordance  with the policies of the SPAR  Companies.
All reimbursable expenses shall be appropriately documented in reasonable detail
by SIT's  personnel upon submission of any request for  reimbursement,  and in a
format and manner consistent with the SPAR Companies'  expense reporting policy,
as well as applicable federal and state tax record keeping requirements.

                  Section 4.  Payments.  The  Company  shall pay to SIT the full
amount  invoiced  within ten (10) days after  receiving  such  invoice from SIT;
provided that the Company shall have the right to contest and withhold from such
payment  any hourly  charge or any out of pocket  expense  that the  Company

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has determined in good faith to be excessive or not authorized by the Company or
any of its  public-company  affiliates.  The Company shall have the right at its
own cost and  expense  to audit  such  hourly  charges  from  time to time  upon
reasonable notice to SIT, provided that the audit shall be conducted in a manner
that is not unreasonably disruptive of SIT's business.

                  Section 5. Early Termination. Notwithstanding any provision to
the contrary  contained  herein,  either Party shall have the right to terminate
this  Agreement:  (a) at any time for any reason or no reason  upon  thirty (30)
days months prior written notice to the other Party;  (b) upon ten (10) business
days prior  written  notice to the other  Party in the event  such  other  Party
material  breaches  this  Agreement  and fails to cure such breach within thirty
(30) days after notice of such breach from the  terminating  Party;  or (c) upon
ten (10) business days prior written  notice from the  terminating  Party to the
other  Party  in the  event  of (i)  any  voluntary  or  involuntary  filing  or
submission of any petition or other document for relief, bankruptcy, insolvency,
receivership or other remedy by or with respect to such other Party, or (ii) the
existence of any case,  action,  suit,  or proceeding by or with respect to such
other  Party,  whether  voluntary  or  involuntary,   under  the  United  States
Bankruptcy  Code,  as amended,  or any other present or future  federal,  state,
provincial or foreign  applicable  law  respecting  bankruptcy,  reorganization,
insolvency,   readjustment   of  debts,   relief  of  debtors,   dissolution  or
liquidation.

                  Section 6. Force  Majeure.  Notwithstanding  any other term or
provision of this  Agreement,  no Party shall be responsible for or be in breach
of or default under this Agreement for any performance  delay or failure that is
the  result of any and all acts of God and other  acts,  events,  circumstances,
impediments  or  occurrences  beyond the control of the delayed  person  (each a
"Force Majeure"),  including (without limitation) any (i) accident or mishap not
caused by the delayed person, (ii) assault, attack, battle,  blockade,  bombing,
embargo, police action, siege or other act of defense, offense, terrorism or war
(whether or not declared), in each case whether civilian,  militia,  military or
otherwise  and whether  domestic or foreign,  (iii)  governmental  regulation or
decree or other act or failure  to act of any  governmental  authority  or other
regulatory  body, in each case whether civil,  military or otherwise and whether
domestic or foreign, (iv) earthquake, explosion, fire, flood, hurricane or other
natural  or  man-made   calamity  or  disaster,   (v)  epidemic,   environmental
contamination or other natural or man-made pestilence or toxic exposure (whether
biological,  chemical,  radiological  or otherwise),  or any quarantine or other
restriction arising therefrom, (vi) failure of, interruption in or impairment of
any delivery, internet, mail, monetary, power, telecommunication,  transmission,
transportation  or utility  system or any other  service,  product or  equipment
provided or maintained by a third party, (vii) lockout,  strike or similar labor
interruptions,  (viii)  insurrection,  riot or  other  civil  disturbance,  (ix)
hacking  or  other  unauthorized  access,  spamming,   virus,  trojan  or  other
unauthorized program, or other computer or technological tampering or attack, or
(x) sabotage or other criminal or  intentionally  disruptive third party act, in
each case together with any and all consequential  disruptions,  delays, effects
or  other  acts,   events,   circumstances,   impediments  or  occurrences   and
irrespective  of how  localized or  widespread.  Upon prompt notice to the other
Party, the Party affected by any Force Majeure shall be excused from performance
hereunder  to the  extent  and  for so  long  as its  performance  hereunder  is
prevented or restricted  by a Force Majeure (and the other Party shall  likewise
be excused  from  performance  of its  obligations  hereunder  relating  to such
delayed or failed  performance  to the same  extent and for the same  duration);
provided  that the Party so  affected  shall  use  reasonable  efforts  (without
increased cost) to avoid,  mitigate or remove such Force Majeure and to minimize
the consequences  thereof,  and both Parties shall resume performance  hereunder
with the utmost dispatch whenever such non-performance causes are removed.

                  Section 7. General  Representations of the Parties. Each Party
represents and warrants to the other Party that, as of the date hereof and as of
the date of each extension,  modification  or amendment of this  Agreement,  and
covenants  and  agrees  with the other  Party that for so long as  products  and
services are being provided by SIT to the Company or any of its affiliates under
this Agreement: (a) such Party is and will continue to be a corporation or other
entity duly organized,  validly  existing and in good standing under the laws of
its  state of  organization  and  maintains  its chief  executive  office at the
address(es)  set forth for it either on the signature  page to this Agreement or
in the  introduction  thereto,  or as otherwise set forth in a written notice to
the other Party; (b) such Party has and will maintain the legal capacity, power,
authority and  unrestricted  right to execute and deliver this  Agreement and to
perform all of its obligations hereunder; (c) the execution and delivery by such
Party  of  this  Agreement  and the  performance  by  such  Party  of all of its
obligations  hereunder  will  not  violate  or be in  conflict  with any term or
provision of (i) any applicable law, (ii) any judgment, order, writ, injunction,
decree or consent of any court or other  judicial  authority  applicable to such
Party or any material part of such Party's assets and  properties,  (iii) any of
the  organizational  or governing  documents of such Party, or (iv) any material
agreement,  document or obligation  to which it is a Party,  and such Party will
not adopt any such  conflicting  organizational  or governing  document or enter
into any such  conflicting  agreement,  document or obligation;  (d) no consent,
approval or authorization  of, or registration,  declaration or filing with, any
governmental  authority  or other  person is

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required as a condition precedent,  concurrent or subsequent to or in connection
with the due and valid execution, delivery and performance by such Party of this
Agreement or the legality,  validity, binding effect or enforceability of any of
the terms and provisions of this Agreement; (e) this Agreement is a legal, valid
and  binding  obligation  of such  Party,  enforceable  against  such  Party  in
accordance with their respective terms and provisions; (f) the Services will not
be  requested,  provided or used for any illicit or illegal  business or scheme;
(g) the financial information (if any) respecting the Customer furnished to SPAR
is  complete,  accurate  and fairly  presents  the  financial  condition  of the
Customer;  (h) the information furnished or to be furnished by or on behalf of a
Party to the  other  Party  does not and will not  contain a  misstatement  of a
material fact or omit to state a material fact required to be stated  therein in
order to make it,  in the  light of the  circumstances  under  which  made,  not
misleading;  and (i)  each  Party  has  independently  and  fully  reviewed  and
evaluated this Agreement and all related documents, the contemplated obligations
and transactions and the potential  effects of such obligations and transactions
on the assets, business, cash flow, expenses, income,  liabilities,  operations,
properties,   prospects,   reputation,   taxation  or  condition  (financial  or
otherwise) of such Party and its  affiliates,  which review and  evaluation  was
made  together with the officers,  directors and other  representatives  of such
Party,  its legal counsel and (to the extent deemed prudent by such Party) other
legal  counsel and financial  and other  advisors to such Party,  and such Party
hereby absolutely,  unconditionally,  irrevocably, expressly and forever assumes
any and all attendant risks and waives any and all rights,  claims,  defenses or
objections with respect thereto.

                  Section 8. Independent Contractor,  Non-exclusive Status, Etc.
The Parties each  acknowledge  and agree that SIT's sole  relationship  with the
Company is that of independent contractor, and that no term or provision of this
Agreement or any related document is intended to create, nor shall any such term
or  provision  be deemed  or  construed  to have  created,  any  joint  venture,
partnership,  trust, agency or other fiduciary  relationship between the Parties
or any of their respective affiliates. No term or provision of this Agreement or
any related document is intended, or shall be deemed or construed, to in any way
(a) limit the power,  authority or  discretion of SIT to conduct its business in
such manner as it may choose, or (b) confer upon the Company any right, power or
privilege to control,  direct,  approve or otherwise affect any manner chosen by
SIT or any of its  affiliates to conduct its business,  irrespective  of whether
any of the Services may be involved in or affected by any such conduct.  Without
limiting the  generality  of the  foregoing,  SIT shall have full and  exclusive
power,  authority and  discretion at any time and from time to time (i) to hire,
direct and discharge from time to time any and all officers,  employees, agents,
brokers and other representatives of SIT (including, without limitation, the its
stockholders), (ii) to engage such independent contractors, affiliates and other
subcontractors as it may deem necessary or appropriate in the performance of the
Services,  (iii) to exercise  or  otherwise  enforce any of its rights,  powers,
privileges,  remedies or interests in whole or in part,  (iv) to delay,  refrain
from or discontinue any such exercise or other  enforcement,  (v) to perform the
same or similar services for others and pursue any and all other continuing, new
or other business opportunities of any nature or description,  which may include
(without  limitation,) one or more of the business  activities engaged in by the
Company or its affiliates or aspects  thereof,  whether  independently or for or
with other persons, and irrespective of location,  and (vi) to allocate the time
and attention and the other  resources of SIT among the Services and its various
other  activities,  provided that such allocation does not adversely  affect the
performance  of SIT  hereunder  in any  material  respect,  in each case without
notice to the Company (except as otherwise  expressly required  hereunder),  for
any reason or no reason whatsoever and whether  intentionally or otherwise.  The
Company  shall not be  required  to use SIT  exclusively  for the  provision  of
Services in any Stores or otherwise at any time and may purchase  Services  from
any affiliate or other person without limitation or restriction of any kind.

                  Section 9. No Other  Warranties,  Waiver of  Set-Off,  Special
Damages,  Etc. Except as otherwise  expressly  provided in this  Agreement,  the
Company  (on  behalf of itself and each other  SPAR  Company)  acknowledges  and
agrees that: (a) SIT makes no  representation  or warranty of any kind or nature
whatsoever with respect to any product or service provided under this Agreement,
whether  express or implied  (either in fact, by operation of law or otherwise),
including  (without  limitation) no warranty as to  merchantability,  fitness or
usefulness  for a  particular  purpose,  title,  interference,  infringement  or
conformance  to any  specifications;  (b) SIT shall not be liable or responsible
for any  claim,  liability,  loss or  expense  of any SPAR  Company or any other
person on account  of or  directly  or  indirectly  arising  from the use of any
product  or  service  furnished  by or  through  SIT;  all of which  are  hereby
expressly   disclaimed  by  SIT  and  all  of  which  are  hereby   irrevocably,
unconditionally,  expressly  and forever  waived and released by the Company (on
behalf of itself,  each other SPAR Company and all those using or receiving such
products and services through any SPAR Company);  (c) none of the SPAR Companies
will seek,  recover or retain any, and the Company (on behalf of itself and each
other SPAR Company) hereby irrevocably,  unconditionally,  expressly and forever
waives any and all, special, exemplary, punitive, statutory and/or consequential
damages (whether through action, suit,  counterclaim or otherwise and whether in
contract,  tort,  strict  liability or  otherwise)  to the extent  waiver is not
limited under  applicable law; and (d) the Company will not exercise or enforce,
and the  Company  (on  behalf of itself  and each  other  SPAR  Company)  hereby

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irrevocably, unconditionally, expressly and forever waives, any right of setoff,
recoupment,  abatement or reduction  that may now or hereafter be accorded to it
(whether  under  this  Agreement,  applicable  law or  otherwise)  against or in
respect of any payment due (whether as scheduled or required,  upon demand or as
sought in any action,  suit or  proceeding)  to or for the benefit of SIT or any
SIT  Affiliate  under this  Agreement or  applicable  law,  except to the extent
required as a compulsory counterclaim in any related ongoing proceeding, and the
Company will pursue separate exercise and enforcement thereof.

                  Section 10.  Indemnification.  (a) The Company, its affiliates
and their  respective  officers,  employees,  independent  contractors,  agents,
brokers and other  representatives  (a "MF Indemnified  Person") shall not incur
any liability for any acts or omissions (and the other Party hereby  absolutely,
unconditionally,  irrevocably and expressly  waives and releases forever any and
all related  claims and actions  against each MF Indemnified  Person),  and each
shall be  indemnified,  reimbursed  and held  harmless by SIT upon  demand,  and
defended at the  expense of SIT with  counsel  selected  by SIT (and  reasonably
acceptable to the Company),  from and against, any and all claims,  liabilities,
expenses  (including,  without  limitation,  the  disbursements,   expenses  and
reasonable  fees of their  respective  attorneys)  and other  losses that may be
imposed  upon,  incurred  by or  asserted  against  any  MF  Indemnified  Person
resulting  from,  arising out of or directly  or  indirectly  related to (i) any
Service or other activity performed by SIT or any of its representatives or (ii)
any misrepresentation,  omission, breach, default or wrongdoing by SIT or any of
its representatives; in each case (A) other than to the extent occasioned by the
acts  or  omissions  of any MF  Indemnified  Person  materially  breaching  this
Agreement or any duty owed to the other Party  hereunder  and amounting to gross
negligence,  willful  misconduct or material breach of this Agreement as finally
determined  pursuant  to  applicable  law  by a  governmental  authority  having
jurisdiction,  and (B) subject to the  limitations,  waivers and other terms and
provisions  of  Sections  9 and 12 hereof  (which  are  intended  to limit  this
subsection).

                  (b)  SIT,  its  affiliates  and  their  respective   officers,
employees, independent contractors, agents, brokers and other representatives (a
"SIT  Indemnified  Person")  shall  not  incur  any  liability  for any  acts or
omissions (and the other Party hereby absolutely,  unconditionally,  irrevocably
and expressly waives and releases forever any and all related claims and actions
against each SIT Indemnified Person), and each shall be indemnified,  reimbursed
and held harmless by the Company upon demand, and defended at the expense of the
Company with counsel selected by the Company (and reasonably acceptable to SIT),
from and against, any and all claims, liabilities,  expenses (including, without
limitation, the disbursements,  expenses and reasonable fees of their respective
attorneys)  and other losses that may be imposed  upon,  incurred by or asserted
against any SIT Indemnified Person resulting from, arising out of or directly or
indirectly related to (i) any Service or other activity performed  substantially
in accordance with the directions of the Company or any of its  representatives,
(ii) any product  defect in or other  condition of any  merchandise or equipment
provided the Company,  its  affiliate,  its customer,  any Store or any of their
respective  representatives or (iii) any  misrepresentation,  omission,  breach,
default  or  wrongdoing  by the  Company  or any  of  its  representatives,  but
excluding  any  Indemnified  Amounts;  in each case (A) other than to the extent
occasioned  by the acts or omissions of any SIT  Indemnified  Person  materially
breaching  this  Agreement  or any duty owed to the other  Party  hereunder  and
amounting to gross  negligence,  willful  misconduct or material  breach of this
Agreement as finally  determined  pursuant to applicable  law by a  governmental
authority having jurisdiction,  and (B) subject to the limitations,  waivers and
other terms and  provisions  of Sections 9 and 12 hereof  (which are intended to
limit this subsection).

                  (c) The preceding  general  exculpations and  indemnifications
are not intended  (and shall not be deemed or  construed) to in any way qualify,
condition, diminish, restrict, limit or otherwise affect any (and is in addition
to each) other release, waiver, consent, acknowledgment, agreement or other term
or provision of this Agreement or any related document.

                  Section  11.  Notice.  Any  notice,  request,  demand or other
communication  permitted or required to be given to a Party under this Agreement
shall be in writing and shall be sent to the  addressee at the address set forth
above (or at such other  address as shall be  designated  by notice to the other
Party and Persons receiving  copies),  effective upon actual receipt (or refusal
to accept  delivery) by the addressee on any business day or the first  business
day  following  receipt  after  the  close of  normal  business  hours or on any
non-business  day, by (a) FedEx (or other  equivalent  national or international
overnight  courier) or United States Express Mail,  (b)  certified,  registered,
priority or express United States mail, return receipt  requested,  (c) telecopy
or (d) messenger, by hand or any other means of actual delivery.

                  Section 12. Use of Electronic  Systems,  Responsibilities  and
Waiver of Liability. The Parties desire to send and receive applications, calls,
data,  emails,  invoices,  orders and other documents and information  ("eData")
among themselves and their respective  representatives by any one or more of the
following means (each an "eSystem"):  (a) email or other internet communication;
(b) any  internet  site,  whether  maintained  by or on  behalf  of a  Party  or
otherwise  (each a "Web Site");  (c)  telecopy;  (d) cellular or

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other wireless  communication;  or (e) other electronic  communication;  in each
case whether or not open,  guarded,  scrambled or  encrypted.  Each Party hereby
authorizes  and directs the other  Party to send and receive  eData  through any
eSystem  and to act upon any request or other  content of any eData  received or
obtained  through any eSystem by the receiving  Party,  any of its affiliates or
any of their  respective  representatives  purporting to be from or on behalf of
the sending Party or its representatives, and the sending Party acknowledges and
agrees  that the  receiving  Party or  person  may in good  faith  rely  upon as
accurate, authentic and duly authorized. Each Party acknowledges and agrees that
the other Party, its affiliates and their respective  representatives  shall not
under any  circumstance  be or become  responsible or liable in any way for, and
each Party hereby irrevocably, unconditionally, expressly and forever waives and
releases any and all related claims and actions against each of the other Party,
its affiliates and their respective representatives respecting, any claim, cost,
expense,  loss, or liability whatsoever directly or indirectly arising from: (A)
any  transmission,  receipt or use of or  reliance  upon any eData or use of any
eSystem;  (B) any  unauthorized  Person's use of or access to any eData, any Web
Site or any other eSystem;  (C) any access,  misuse or  appropriation  a Party's
eData or any failed, forged,  altered,  deciphered,  intercepted,  incomplete or
inaccurate transmission of any eData; (D) any eSystems, anti-virus firewalls and
security  measures,  their use or operation or their  compatibility with any Web
Site or other  eSystem  of the  other  Party or any of its  affiliates;  (E) any
virus,  macro or  similar  program  or  script;  (F) the  viability,  integrity,
robustness,  fitness or adequacy of any  encryption,  firewall or other security
measures used by a Party or any of its affiliates; (G) any eData of a Party sent
or  received  through  or stored on the Web Site or other  eSystem  of the other
Party or any of its  affiliates  or the security or retention  thereof;  (H) any
failure to act on any  request or other eData (1) not  actually  received by the
appropriate the representative, (2) that appears to be unauthorized,  incomplete
or  inaccurate  in any  respect;  or (3) pending  receipt from the sender of any
resubmission, clarification, confirmation or verification of any eData requested
by a Party; or (I) without limiting any applicable force majeure, (1) any error,
poor  transmission  or other casualty to, loss of or delay or failure in sending
or receiving any eData, or (2) any failure of any ISP or other eSystem provider.

                  Section  13. No Waiver by Action,  Etc.  Any waiver or consent
from either Party  respecting  any  provision  of this  Agreement or any related
document  shall be effective  only in the specific  instance for which given and
shall  not  be  deemed,  regardless  of  frequency  given,  to be a  further  or
continuing  waiver or consent.  The failure or delay of any Party at any time to
require  performance  of, or to exercise or enforce its rights or remedies  with
respect to, any provision of this Agreement  shall not affect such Party's right
at a later time to  exercise  or  enforce  any such  provision.  No notice to or
demand on any Party shall  entitle  such Party to any other  notice or demand in
similar or other circumstances. Any acceptance by or on behalf of a Party of (A)
any partial or late payment, reimbursement or performance shall not constitute a
satisfaction or waiver of the obligation then due or the resulting  default,  or
(B) any payment,  reimbursement  or  performance  of any  obligation  during the
continuance  of any default shall not  constitute a waiver or cure thereof,  and
the Party or its designee may accept or reject any such  payment,  reimbursement
or performance  without  affecting any obligation or any of the Party's  rights,
powers,  privileges,  remedies and other  interests  under this  Agreement,  any
related document or applicable law. All rights, powers, privileges, remedies and
other interests of each Party hereunder are cumulative and not alternatives, and
they are in addition to (and shall not limit) any other right, power, privilege,
remedy or other  interest  of such  Party  under  this  Agreement,  any  related
document or applicable law.

                  Section  14.  Successors  and  Assigns;  Assignment;  Intended
Beneficiaries.  This  Agreement and each related  document shall be binding upon
and  inure  to the  benefit  of the  successors,  permitted  assigns  and  legal
representatives of each Party (including,  without  limitation,  any assignee of
substantially  all of the  business or assets of any Party or any  successor  by
merger).  Neither Party may assign any of its rights or  obligations  under this
Agreement or any related document to any other person without the consent of the
other Party; provided,  however, that (i) either Party may assign its rights and
obligations  hereunder  in whole or in part to any of its  affiliates  (without,
however,  relieving the assignor of any of its obligations  hereunder) by giving
the other Party a copy of such assignment, (ii) SIT acknowledges and agrees that
the Company may request (for its account  hereunder)  that SIT provide  services
for affiliates of the Company  without the need to formally assign any rights or
obligations of the Company to such  affiliates to the extent the Company remains
liable  for any and all  payments  hereunder  with  respect  thereto,  and (iii)
nothing in this Section is intended, or shall be deemed or construed,  to in any
way  limit  the use of  independent  contractors  as  field  representatives  or
managers  by  SIT.  Without  limiting  the  generality  of  the  foregoing,  SIT
acknowledges  and agrees  that the Company  may pledge  this  Agreement  and all
accounts, payment intangibles, general intangibles and other rights and interest
arising  hereunder to one or more  lender(s),  such lender(s)  shall be entitled
upon default to enforce any and all of the rights, powers, privileges,  remedies
and interests of the Company as so assigned in accordance  with this  Agreement,
the applicable  loan documents and applicable  law, and such lender(s) shall not
be responsible or liable for any of the acts, omissions,  duties, liabilities or
obligations  of the Company or any of its  affiliates  under this  Agreement  or
otherwise.  Except as otherwise provided in this Agreement, the representations,
agreements and other

                                      -5-
<PAGE>

provisions  of this  Agreement  are for the  exclusive  benefit  of the  Parties
hereto, and no other person (including,  without  limitation,  any creditor of a
Party) shall have any right or claim against any Party by reason of any of those
provisions or be entitled to enforce any of those provisions against any Party.

                  Section 15. Counterparts, Governing Law, Amendments, Etc. This
Agreement  shall be  effective on the date as of which this  Agreement  shall be
executed and  delivered  by the Parties  hereto.  This  Agreement or any related
document  may be  executed  in two or  more  counterpart  copies  of the  entire
document or of signature pages to the document, each of which may be executed by
one or more of the Parties hereto and may be sent by fax, but all of which, when
taken  together,  shall  constitute a single  agreement  binding upon all of the
Parties  hereto.  This Agreement and all related  documents shall be governed by
and construed in accordance with the applicable laws pertaining, in the State of
New York  (other  than  those  conflict  of law rules  that  would  defer to the
substantive  laws of  another  jurisdiction).  The  headings  contained  in this
Agreement or any related document are for reference  purposes only and shall not
affect the meaning or  interpretation of this Agreement or any related document.
Each and every supplement or modification to or amendment or restatement of this
Agreement or any related  document  shall be in writing and signed by all of the
Parties hereto,  and each and every waiver of, or consent to any departure from,
any term or provision  of this  Agreement  or any related  document  shall be in
writing and signed by each affected Party hereto.

                  Section  16.  Waiver of Jury Trial;  All Waivers  Intentional,
Etc. In any action,  suit or proceeding in any jurisdiction  brought against SIT
by the Company,  or vice versa, each Party hereby  absolutely,  unconditionally,
irrevocably  and expressly  waives  forever  trial by jury.  This waiver of jury
trial by each Party, and each other waiver,  release,  relinquishment or similar
surrender of rights (however  expressed) made by a Party in this Agreement,  has
been absolutely, unconditionally,  irrevocably, knowingly and intentionally made
by such Party.

                  Section  17.  Entire  Agreement.   No  Party  or  any  of  its
representatives has made, accepted or acknowledged any representation, warranty,
promise, assurance,  agreement,  obligation or understanding (oral or otherwise)
to,  with or for the  benefit of the other  Party or any of its  representatives
other than as expressly set forth in this Agreement. This Agreement contains the
entire agreement of the Parties,  amends,  restates and completely  replaces the
Existing Support Agreement, and supersedes and completely replaces all prior and
other  communications,   discussions  and  other  representations,   warranties,
promises, assurances, agreements and understandings (oral, implied or otherwise)
between the Parties, with respect to the matters contained in this Agreement.

                  IN WITNESS  WHEREOF,  the Parties have executed this Agreement
effective as of the day and year first written above.


SPAR InfoTech, Inc.,                             SPAR Marketing Force, Inc.,
      a Nevada corporation                            a Nevada corporation

By:                                              By:






                                      -6-
<PAGE>

                                  RATE SCHEDULE

                                       to

             Amended and Restated Programming And Support AgreemeNT

                           Dated as of January 1, 2004

                      ------------------------------------



                  Hourly Rates Effective as of January 1, 2004



      ----------------------------------- ---------------- -------------------
      Person or Group                                         Hourly Rate
      ----------------------------------- ---------------- -------------------
      Patricia Franco                                             $80
      ----------------------------------- ---------------- -------------------
      Panos Mastrogiannis                                         $60
      ----------------------------------- ---------------- -------------------
      Administrative Support                                      $20
      ----------------------------------- ---------------- -------------------
      Programming and Other - Domestic                            $40
      ----------------------------------- ---------------- -------------------
      Programming and Other - India                               $15
      ----------------------------------- ---------------- -------------------




                                      -7-