EXHIBIT 10.2

                 AMENDED AND RESTATED FIELD MANAGEMENT AGREEMENT

                  This Amended and Restated Field Management 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 Management  Services,  Inc., a Nevada
corporation ("SMSI"),  and SPAR Marketing Force, Inc., a Nevada corporation (the
"Company").  SMSI and the Company may be referred to  individually  as a "Party"
and collectively as the "Parties".

                                    Recitals

                  SMSI's  affiliate,  SPAR  Marketing  Services,  Inc., a Nevada
corporation ("SMS"), and the Company are parties to a Service Agreement dated as
of January 4, 1999 (as the same may have been supplemented,  modified,  amended,
restated  or  replaced  from time to time in the manner  provided  therein,  the
"Existing Service Agreement"),  pursuant to which SMS has provided and currently
provides certain field representative, scheduling and management services 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"), which scheduling and management services have been delegated to and
performed by SMSI. SMS will now enter into a restated agreement with the Company
respecting the field  representative  services that will continue to be provided
by SMSI. The Company and SMSI desire to memorialize  the terms and conditions on
which  SMSI  will  continue  to  provide,  on a  nonexclusive  basis,  the field
representative  scheduling and management  services described below on behalf of
the SPAR Companies with respect to in-store  merchandising  and related services
at the stores and other  locations of the customers of the SPAR Companies as any
SPAR Company may from time to time request  (collectively,  "Stores") within the
continental  United States and Canada and such other places as they may mutually
agree (the  "Territory"),  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. Scheduling, Management and Related Services. During
the Term,  SMSI shall (a) operate and maintain the Internet job  scheduling  and
other  software  utilized by the field  managers  and  personnel of SMSI and the
field  personnel of the SPAR Companies as any SPAR Company may request from time
to time (the "Scheduling  Services"),  (b) manage and direct the field personnel
of SMSI  performing the  Merchandising  Services and the field  personnel of the
SPAR Companies as any SPAR Company may request from time to time (the "Personnel
Services"),  and (c) all related services (together with the Scheduling Services
and Personnel Services, the "Services.  The Company and SMSI shall in good faith
establish and implement  mutually  acceptable  procedures for the scheduling and
coordination of the performance of the Services.

                  Section  3.  Cost  Plus  Compensation.   Except  as  otherwise
provided in the second and third  sentences of this Section 3, the Company shall
compensate SMSI for the performance of the Services for the SPAR Companies in an
amount  equal to:  (a) all costs and  expenses  reasonably  incurred  by SMSI in
performing  the  Services  for the SPAR  Companies  pursuant  hereto,  including
(without  limitation) any and all  independent  contractor  payments,  wages and
other employment costs of all personnel, travel and other reimbursable field and
administrative  out of pocket costs and  expenses,  purchases  of equipment  and
supplies,  depreciation and amortization,  courier,  postage and special mailing
charges,  rent, utilities,  and other overhead (the "Services Costs"),  provided
that Service Costs shall not include  expenses charged during calendar year 2004
to SMS office and  Accounting  Department  Business  Insurance  Account  #66000,
InfoTech Fees Account  #61300,  IT Allocation  Account  #61020,  or Audix usage,
lease and maintenance costs Accounts #62100/  25-5-50-04 and 62101/  25-5-50-04;
plus (b) four  percent of the sum of the Service  Costs  (collectively  with the
Services  Costs,  the  "Services  Compensation");  provided,  however,  that the
Services

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Costs  shall  include any payroll and  employment  taxes  payable to  management
employees with respect to Services performed.

                  Section 4.  Payments.  The  Company  shall pay to SMSI by wire
transfer a monthly  retainer of $484,000 (as  adjusted  from time to time by the
mutual agreement of the Parties) on or before the first of each month on account
of  the  Services  Compensation  respecting  the  estimated  administrative  and
overhead costs of performing the Services (i.e., the Services Compensation other
than the field personnel  costs).  SMSI shall invoice the Company weekly for all
field  management  and personnel  costs,  and such invoices shall be paid by the
Company by wire transfer to SMSI within two business days after receipt thereof.
SMSI may from time to time, and at least once per quarter  shall,  reconcile the
retainer and field personnel payments and invoice the Company for any shortfall,
or  credit  the  Company's  future  invoices  for any  excess,  in the  Services
Compensation  received by SMSI during the calculation  period. The Company shall
have the right at its own cost and expense to audit such costs and expenses from
time to time upon  reasonable  notice to SMSI,  provided that the audit shall be
conducted in a manner that is not unreasonably disruptive of SMSI'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 six (6) 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 SMSI 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)

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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 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 SMSI'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 SMSI 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
SMSI 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,  SMSI 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 SMSI (including,  without limitation,  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 SMSI among the Services and its various
other  activities,  provided that such allocation does not adversely  affect the
performance  of SMSI  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 SMSI  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) SMSI 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

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conformance to any  specifications;  (b) SMSI 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  SMSI;  all of which are  hereby
expressly   disclaimed  by  SMSI  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
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 SMSI or any
SMSI  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 SMSI upon demand,  and
defended at the expense of SMSI with  counsel  selected by SMSI (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 SMSI or any of its  representatives  or
(ii) any misrepresentation,  omission,  breach, default or wrongdoing by SMSI 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)  SMSI,  its  affiliates  and  their  respective  officers,
employees, independent contractors, agents, brokers and other representatives (a
"SMSI  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 SMSI 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
SMSI), 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 SMSI 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 SMSI  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

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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 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) SMSI  acknowledges  and

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<PAGE>

agrees  that the  Company may  request  (for its  account  hereunder)  that SMSI
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 SMSI.  Without  limiting the  generality  of the
foregoing,  SMSI  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  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 SMSI
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  Service  Agreement  (as  and  to the  extent  SMSI  provided  services
thereunder or was otherwise an assignee or beneficiary thereof),  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 Management Services, Inc.,                   SPAR Marketing Force, Inc.,
         a Nevada corporation                          a Nevada corporation

By:                                               By:



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