Exhibit 10.1

# WAIVER AND AMENDMENT
NO. 9TO THIRD AMENDED AND RESTATEDREVOLVING CREDIT AND SECURITY
AGREEMENT

THIS
WAIVER AND AMENDMENT NO. 9 (this Agreement) is entered into as of May 18,
2007, 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.       
          Waiver. Subject to the satisfaction of Section 4 below, Lender hereby
          waives the Event of Default that has occurred and is continuing as a result
          Borrowers non-compliance with Section 12(r) with respect to the fiscal
          quarter ending March 31, 2007 due to Borrowers failure to maintain the
          requisite EBITDA level for the twelve month period then ended. Notwithstanding
          the foregoing, the waiver of the Event of Default set forth above does 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.



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3.       
          Amendments. Subject to the satisfaction of Section 4 below, the Loan
          Agreement is hereby amended as follows:

| | (a)                        Section
1(A) of the Loan Agreement is hereby amended by inserting the following           defined
terms in appropriate alphabetical order:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Amendment
No. 9 Effective Date means May 18, 2007.
| | ----------------------------------------------------

| | Availability
Reserve means $500,000, or such lesser amount as determined by Lender in its
sole and absolute discretion.
| | -------------------------------------------------------------------------------------------------------------------------

| | (b)                        Section
2(a)(y)(v) of the Loan Agreement is hereby amended by deleting the text           General
Availability Reserve and inserting the text           Availability Reserve in
lieu thereof.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)                        Section
9 of the Loan Agreement is hereby amended by inserting the following           sentence
at the end thereof:
| | ----------------------------------------------------------------------------------------------------------------------------------------------

| | Notwithstanding
the foregoing, on and after the Amendment No. 9 Effective Date, each Borrower shall
provide to the Lender on a daily basis (or such at such other interval as may be
satisfactory to Lender) information pertaining to its sales and credits, an accounts
receivables roll forward, information pertaining to cash collections and such other
information as Lender may reasonably require, in each case presented in a format
reasonably satisfactory to Lender.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 Guarantor (Guarantor) listed on
          the signature page hereto, (ii) payment of an amendment fee in the sum of
          $25,000 which fee shall be charged by Lender to Borrowers loan account as
          a Revolving Advance and (iii) limited guarantees from William Bartels (limited
          to $400,000) and Robert Brown (limited to $600,000) in form and substance
          satisfactory to Lender.

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.

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(d)       
          On or prior to May 31, 2007, Borrowers shall execute such agreements as Lender
          deems reasonably necessary in order to assign to Lender the proceeds due to Pia
          and Pivotal arising out of the litigation with Safeway, Inc. in Alameda County
          Superior Court.

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.       
          Cost and Expenses. Borrowers and Guarantors each hereby agree to pay the
          Lender, on demand, all costs and expenses (including reasonable attorneys
          fees and legal expenses) incurred in connection with this Agreement and any
          instruments or documents contemplated hereunder.

9.       
          Release. Borrowers and Guarantor 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 hereinafter called
          the Released Matters). Borrowers and Guarantor 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.

10.       
          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.

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11.       
          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]

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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 ALL STORE MARKETING SERVICES, INC.
SPAR BERT FIFE, INC.
By: /s/ Charles Cimitile
       Name: Charles Cimitile
       Title:   Chief Financial Officer of each of the
              
              foregoing entitiesWEBSTER BUSINESS CREDIT CORPORATION
By /s/ Joseph J. Zautra
       Name: Joseph J. Zautra
       Its:       Senior Vice President
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# CONSENTED AND AGREED
TO BY:

PIA MERCHANDISING
LIMITED, Guarantor

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