EXHIBIT 10.1

# WAIVER AND AMENDMENT
NO. 10 
TO THIRD AMENDED AND RESTATEDREVOLVING CREDIT AND SECURITY AGREEMENT

THIS
WAIVER AND AMENDMENT NO. 10 (this Agreement) is entered into as of August
1, 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 (i) Section 12(r) with respect to the fiscal           quarter ending June 30, 2007
due to Borrowers failure to maintain the           requisite EBITDA level for the
twelve month period then ended, and (ii) Section           12(o) with respect to the
fiscal quarter ending June 30, 2007 due to           Borrowers failure to maintain
the requisite Net Worth level for the fiscal           quarter 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
term in appropriate alphabetical order:

| | Availability
Reserve means $500,000, or such lesser amount as determined by Lender in its
sole and absolute discretion; provided that from August 1, 2007 to and including
November 30, 2007, such amount shall be $250,000, or such lesser amount as determined by
Lender in its sole and absolute discretion. | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

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) executed copies of (x) a collateral assignment of           the
litigation and related judgment against Safeway, Inc. in Alameda County
          Superior Court and (y) an Acknowledgment of Assignment of Judgment to be filed
          with Alameda County Superior Court.

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.

(d)                 Borrowers
shall cause Letter of Credit No. 9977 issued by Webster Bank in the           amount of
$453,234.00 to be terminated on or before September 15, 2007.

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

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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.

11.    Counterparts;
Facsimile or Electronic 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 or electronic 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/ Daniel C. Dupre
        Name: Daniel C. Dupre
        Its: Vice President

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|CONSENTED AND AGREED TO BY:PIA MERCHANDISING LIMITED, Guarantor
By: /s/ Charles Cimitile
Name: Charles Cimitile
Its: Chief Financial Officer/s/ William Bartels
William Bartels, Guarantor/s/ Robert Brown
Robert Brown, Guarantor |