EXHIBIT 10.3


                      CHANGE IN CONTROL SEVERANCE AGREEMENT

      This  Change in  Control  Severance  Agreement  (as  modified,  amended or
restated from time to time in the manner provided herein,  this  "Agreement") is
by and between the  undersigned  individual  employee (the  "Employee") and SPAR
Group,  Inc.  (the  "Company").  The Employee and the Company may be referred to
individually as a "Party" and collectively as the "Parties".

      In  consideration of past,  present and future  employment by the Company,
the  mutual  covenants  below and other  good and  valuable  consideration  (the
receipt and adequacy of which are hereby acknowledged), the Employee and Company
hereby agree as follows:

      Section 1. Introduction.  The Employee is an officer of the Company or one
of the SPAR  Affiliates (as hereinafter  defined).  The Employee and the Company
have entered into this Agreement in order to provide severance payments from the
Company to the Employee under certain  circumstances  if, pending or following a
Change in Control,  the Employee  leaves for Good Reason or is terminated  other
than in a  Termination  For  Cause  (as such  terms  are  hereinafter  defined).
However,  this Agreement is not intended,  and shall not be deemed or construed,
to create any employment term or period, and except as otherwise provided in any
other written agreement with the Employee,  the Employee acknowledges and agrees
that the Employee's employment is "at will" and modifiable from time to time and
terminable  at any time,  for any reason or no  reason,  and  without  notice or
benefit of any kind.

      Section 2. Certain Definitions. Definitions shall be applicable equally to
the  singular  and  plural  forms of the  terms  defined,  each use of a neuter,
masculine,  feminine or plural  pronoun  shall be deemed to refer to the form of
pronoun  appropriate  to the  circumstance,  and each other  reference  to or by
gender shall include reference to each other or neuter gender appropriate to the
circumstance, in each case as the context may permit or require. As used in this
Agreement, the following capitalized terms and non-capitalized words and phrases
shall have the meanings respectively assigned to them:

      (a)  "Authorized  Representative"  shall mean, for the Company or any SPAR
Affiliate for whom the Employee works, any of (i) the Board,  (ii) the Chairman,
(iii) any other  executive  officer of the Company or applicable  SPAR Affiliate
who directly or indirectly supervises or is responsible for the Employee or (iv)
any other  Representative  of the  Company  or  applicable  SPAR  Affiliate  who
directly or  indirectly  supervises  or is  responsible  for the Employee and is
authorized to do so by the Board, the Chairman or any such executive officer, in
each case other than the Employee.

      (b) "Beneficial Owner" shall mean any person who beneficially owns (within
the  meaning of Rule  13d-3  promulgated  under the  Securities  Exchange  Act),
securities  issued  by the  referenced  corporation  or  other  entity,  whether
directly  or  indirectly,  and  whether  individually,  jointly  with any  other
person(s) or otherwise.

      (c) "Board"  shall mean the Board of  Directors  of the Company or (except
for purposes of a Change in Control) the applicable SPAR Affiliate.

      (d) "Chairman"  shall mean the Chairman of the Company or applicable  SPAR
Affiliate.

      (e) "Change in Control" shall mean any of the following:

(i)   when any  "person" or "group"  (as  contemplated  in Sections  3(a)(9) and
      13(d)(3),  respectively,  of  the  Securities  Exchange  Act),  becomes  a
      Beneficial Owner of a Majority of Voting Securities issued by the Company,
      in each case other than any  acquisition of Company  Securities (A) in any
      transaction  covered by or exempted under clause (iii) of this definition,
      (B) by the  Employee or any group of which the Employee  voluntarily  is a
      member,  (C) by any employee  benefit plan (or related trust) sponsored or
      maintained by the Company or any SPAR Affiliate or (D) by any  corporation
      or other entity if, immediately following such acquisition, the Beneficial
      Owners of a Majority of Voting Securities of the acquirer (or its ultimate
      parent)  outstanding  immediately  after  such  event are  either  (1) the
      persons who were the Beneficial  Owners of all or substantially all of the
      voting Company  Securities  immediately  prior to such  acquisition and in
      substantially the same proportions as their ownership immediately prior to
      such event, or (2) by Robert G. Brown and/or William H. Bartels;

(ii)  when individuals who are members of the Board as of the date hereof or who
      are added as hereinafter  provided (the  "Incumbent  Board") cease for any
      reason to constitute at least a majority of the Board; provided,  however,
      that any  individual  becoming a director  subsequent  to the date  hereof
      whose election, or nomination for election by the Company's  stockholders,
      was approved by a vote of at least a majority of the then Incumbent  Board
      shall  thereafter  be added (for the  purposes  hereof) as a member of the
      Incumbent  Board,  but excluding,  for this purpose,  any such  individual
      whose initial  assumption of office occurs as a result of either an actual
      or threatened  solicitation  of proxies or consents not by or on behalf of
      at least a majority of the then Incumbent Board;

                                      -1-
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(iii) any  reorganization,  merger or consolidation of the Company or any of its
      subsidiaries, in each case other than (A) any merger of any SPAR Affiliate
      (other than the Company)  into the Company or any of its  subsidiaries  as
      the surviving  entity, or (B) one in which all or substantially all of the
      Beneficial Owners' of the voting Company  Securities  immediately prior to
      such event are, immediately  following such event,  Beneficial Owners of a
      Majority  of Voting  Securities  of either the  Company  or the  surviving
      entity of a merger with the Company (or its ultimate parent),  as the case
      may be, outstanding  immediately after such event and in substantially the
      same proportions as their ownership immediately prior to such event;

(iv)  the approval by the Company's  Board or stockholders of a plan of complete
      liquidation of the Company; or

(v)   any sale or other  disposition by the Company of all or substantially  all
      of its assets , in each case other  than (A) any  assignment  or pledge of
      all or  substantially  all of the respective  assets and properties of the
      Company and its  subsidiaries to one or more lenders as security for their
      respective credit, indebtedness and guaranties, (B) any acquisition by the
      Company or any of its  subsidiaries  of the  assets of any SPAR  Affiliate
      (whether by assignment,  merger,  liquidation  or  otherwise),  or (C) any
      transaction in which all or substantially all of the Beneficial Owners' of
      the  voting  Company  Securities  immediately  prior  to such  event  are,
      immediately  following  such  event,  Beneficial  Owners of a Majority  of
      Voting  Securities  of both the Company and the  acquiring  entity (or its
      ultimate  parent)   outstanding   immediately  after  such  event  and  in
      substantially the same proportions as their ownership immediately prior to
      such event;

provided  however that it shall not constitute a Change in Control if and for so
long as Robert G.  Brown  retains  effective  control of the  Company  and shall
continue to be the  chairman or the chief (or most senior,  however  designated)
executive officer of the Company.

      (f) "Company  Securities" shall mean any securities issued by the Company,
whether acquired directly from the Company, in the marketplace or otherwise.

      (g)  "Good  Reason"  shall  mean the  occurrence  of any of the  following
events:

(i)   the failure to elect or appoint,  or re-elect or re-appoint,  the Employee
      to, or removal or  attempted  removal of the Employee  from,  his position
      positions  with the  Company  or  applicable  SPAR  Affiliate  (except  in
      connection with the proper termination of the Employee's employment by the
      Company by reason of death, disability or Termination For Cause);

(ii)  the assignment to the Employee of any duties  inconsistent with the status
      of the Employee's office and/or position with the Company;

(iii) any adverse  change in the  Employee's  title or in the nature or scope of
      the Employee's authorities, powers, functions or duties of the position(s)
      with the Company or applicable SPAR Affiliate;

(iv)  the willful  delay by the Company or  applicable  SPAR  Affiliate for more
      than ten (10) business  days in the payment to the Employee,  when due, of
      any part of his or her compensation;

(v)   a  reduction  in  the  Employee's   salary  or  benefits   (other  than  a
      discretionary bonus);

(vi)  a failure by the Company to obtain the  assumption  of, and  agreement  to
      perform, this Agreement by any successor to the Company; or

(vii) a change in the  location  at which  substantially  all of the  Employee's
      duties with the Company are to be  performed  from the county and state in
      which the Employee is currently performing substantially all of his or her
      duties (excluding those duties performed at home or on the road.

      (h)  "Majority  of  Voting   Securities"  shall  mean  securities  of  the
referenced  person  representing  more than fifty  percent (50%) of the combined
voting power of the referenced  person's then outstanding  securities having the
right  to  vote  generally  in  the  election  of  directors,  managers  or  the
equivalent.

      (i)  "Representative"  shall mean any subsidiary or other affiliate of the
referenced person or any shareholder,  partner, equity holder, member, director,
officer, manager, employee, consultant, agent, attorney,  accountant,  financial
advisor  or  other  representative  of the  referenced  person  or of any of its
subsidiaries or other affiliates, in each case other than the Employee.

      (j)  "Securities  Exchange Act" shall mean the Securities  Exchange Act of
1934,  as  amended,  or  any  corresponding  or  succeeding  provisions  of  any
applicable law (including those of any state or foreign  jurisdiction),  and the
rules and regulations promulgated thereunder,  in each case as the same may have
been and hereafter may be adopted, supplemented,  modified, amended, restated or
replaced from time to time.

                                      -2-
<PAGE>
      (k)  "SPAR   Affiliate"  shall  mean  and  currently   includes   (without
limitation) each of the Company's direct and indirect  subsidiaries  (including,
without limitation, SPAR Acquisition,  Inc., SPAR Marketing, Inc., SPAR/Burgoyne
Retail Services,  Inc., SPAR, Inc., SPAR Marketing Force, Inc., SPAR Trademarks,
Inc.,  SPAR Group  International,  Inc.,  SPAR/PIA Retail  Services,  Inc., SPAR
Technology Group,  Inc., SPAR All Store Marketing  Services,  Inc., SPAR Canada,
Inc., SPAR Canada Company, Retail Resources, Inc., Pivotal Field Services, Inc.,
PIA Merchandising  Co., Inc., Pacific Indoor Display Co. d/b/a Retail Resources,
Pivotal Sales Company,  and PIA  Merchandising  Ltd.), the Company's  affiliates
(including,  without  limitation,  SPAR Marketing Services Inc., SPAR Management
Services,  Inc.,  and SPAR  InfoTech,  Inc.),  and each other  entity  under the
control of or common  control with any of the foregoing  entities,  in each case
whether now existing or hereafter acquired, organized or existing.

      (l) "SPAR Group" shall mean the Company and all of the SPAR Affiliates.

      (m) "Termination For Cause" shall mean any termination of the Employee for
any of the following reasons: (i) the Employee's willful,  negligent or repeated
breach of, or the  Employee's  willful,  negligent  or repeated  nonperformance,
misperformance  or dereliction of any of his or her duties and  responsibilities
under,  (A) any  employment  agreement  or  confidentiality  agreement  with the
Company or any Spar Affiliate, (B) the directives of the Board or any Authorized
Representative,  or (C) the Company's  policies and procedures  governing his or
her employment;  (ii) the gross or repeated disparagement by the Employee of the
business  or  affairs  of the  Company,  any  SPAR  Affiliate  or  any of  their
Representatives  that in the  reasonable  judgment  of the  Company  or SGRP has
adversely  affected  or would be  reasonably  likely  to  adversely  affect  the
operations  or  reputation  of any such person;  (iii) any resume,  application,
report or other information furnished to the Company or any SPAR Affiliate by or
on behalf of the Employee shall be in any material respect untrue, incomplete or
otherwise  misleading  when made or deemed  made;  (iv) the Employee is indicted
for,  charged  with,  admits or confesses  to,  pleads  guilty or no contest to,
adversely  settles  respecting or is convicted of (A) any willful  dishonesty or
fraud  (whether or not related to the  Company or any SPAR  Affiliate),  (B) any
theft or  embezzlement  by the Employee of any asset or property of the Company,
any SPAR  Affiliate  or any of their  respective  Representatives,  customers or
vendors, (C) any other misdemeanor  involving moral turpitude,  or (D) any other
felony;  (vi) alcohol or drug abuse by the  Employee;  or (v) any other event or
circumstance  that  constitutes  cause  for  termination  of an  employee  under
applicable law and is not described in another clause of this subsection.

      Section 3. Severance.  (a) Lump Sum Payment. If the Employee's  employment
with the Company or applicable SPAR affiliate (or their respective successors in
any Change in Control,  as applicable) shall be terminated pending or within the
twenty-four-month  period following any Change in Control by (i) the Company for
any  reason  other  than the  Employee's  death  or  permanent  disability  or a
Termination  For Cause, or (ii) by the Employee for Good Reason (either of which
will be  referred  to as a  "Severance  Termination"),  then the  Company  shall
promptly  (but not later than the tenth  business day following  such  Severance
Termination) pay (or cause the applicable SPAR Affiliate to promptly pay) to the
Employee severance pay (in a lump sum) in an amount equal to the sum of:

(i)   the  Employee's  annual  salary  rate in effect  immediately  prior to his
      cessation of such employment (or, if greater, at the highest annual salary
      rate in effect at any time during the one-year  period  preceding the date
      of such termination),  times a multiple (calculated to two decimal places)
      equal to the remainder of (i) 24 months (i.e., the number of months in the
      period referred to in the  introduction to this subsection  Section 3(a)),
      minus (ii) the number of months (to two decimal places,  but not less than
      zero) by which the Severance  Termination date followed the effective date
      of the Change in Control; and

(ii)  the  maximum  bonus that  would have been paid or payable to the  Employee
      under the  Company's  bonus  proposal to the Employee for the full year of
      the Severance  Termination as if all  performance  criteria had been fully
      satisfied, but in any event not to exceed twenty-five percent (25%) of the
      Employee's annual salary rate referred to above.

      (b) Vacation  Days. In addition and in any event,  promptly (but not later
than  the  tenth  business  day)  following  the  date  of  any  termination  or
resignation pending or following a Change in Control,  the Company shall pay (or
cause the  applicable  SPAR Affiliate to pay) to the Employee an amount equal to
his or her accrued and unused vacation days,  computed at the Employee's  annual
salary rate in effect immediately prior to his cessation of such employment (or,
if greater,  at the highest  annual salary rate in effect at any time during the
one-year period  preceding the date of such  termination) and in accordance with
the  applicable  policy of the  Company  (or if changed  pending or  following a
Change in Control,  in  accordance  with the  immediately  preceding  applicable
policy of the Company).

      (c)  Insurance.  In addition,  during the two-year  period  following  the
effective date of any Change in Control,  the Employee and his dependents  shall
continue to receive the insurance benefits received during the preceding year as
well as any  additional  insurance  benefits  as may be  provided  to  executive
officers or their dependents during such period in accordance with the Company's
policies and practices.  The Employee's  required  co-payments  shall not exceed
those payable by the other executive officers of the SPAR Group.

                                      -3-
<PAGE>
      (d) Stock Options. Each stock option granted to the Employee that has not,
by its express  terms,  vested shall be deemed to have vested on the date of any
Severance  Termination,  and shall  thereafter  be  exercisable  for the maximum
period of time  allowed for  exercise  thereof  under the terms of such  option,
assuming that the Employee's  employment with the Company had been terminated by
the Company other than Termination For Cause or by the Employee for Good Reason.
An election by the Employee to terminate his or her  employment  for Good Reason
pending  or  following  a Change  in  Control  shall not  otherwise  be deemed a
voluntary  termination  of  employment  of  the  Employee  for  the  purpose  of
interpreting  the  provisions of any of the Company's  employee  benefit  plans,
programs, or policies.

      (e) 401k. The Employee  shall be entitled to a 401k matching  contribution
for the year of his Severance Termination,  which the Company shall pay into the
Employee's  401k (or  deliver to the  Employee  for  deposit  into any  rollover
account  respecting  such  401k) at the same  time  for  such  year as  matching
contributions are made to the 401k plans of other executive officers.

      (f) Illness not affecting Good Reason.  The Employee's  right to terminate
his  employment  for Good Reason  pending or following a Change in Control shall
not be affected by his illness or incapacity, whether physical or mental, unless
the Company shall at the time be entitled to terminate his or her  employment by
reason thereof.

      (g)  Parachute  Payments.  Notwithstanding  any  other  provision  of this
Section 3, if it is determined that part or all of the  compensation or benefits
to be  paid  to the  Employee  under  this  Agreement  in  connection  with  the
Employee's  Severance  Termination  , or under any other  plan,  arrangement  or
agreement,  constitutes a "parachute  payment"  under section  280G(b)(2) of the
Internal  Revenue  Code of 1986,  as  amended,  then the amount  constituting  a
parachute  payment that would  otherwise be payable to or for the benefit of the
Employee  first shall be deferred  (to the  greatest  extent  permitted  by such
applicable  law),  and to the  extent  not so  deferred,  shall be  reduced  (if
required under such applicable law), but only to the extent  necessary,  so that
such amount would not constitute a parachute  payment.  Any determination that a
payment constitutes a parachute payment shall be made as promptly as practicable
following the Employee's  termination of employment (but not later than the date
payment is required  under  subsection  (a) of this Section) by the  independent
public  accountants  that audited the  Company's  financial  statements  for the
fiscal  year  preceding  the  year  in  which  the  Employee's   employment  was
terminated,  whose determination shall be final and binding in all cases. Unless
the  Employee is given  notice that a payment (or  payments)  will  constitute a
parachute  payment  prior to the earlier of (1) receipt of such  payments or (2)
the tenth  business day following his or her Severance  Termination,  no payment
(or  payments)  shall be  deemed  to  constitute  a  parachute  payment.  If the
determination  made pursuant to this  subsection  would result in a deferral (to
the greatest  extent  permitted under such applicable law) and to the extent not
so deferred, a reduction (to the minimum extent required by such applicable law)
of the payments that would  otherwise be paid to the Employee,  the Employee may
elect, in his sole discretion,  which and how much of any particular entitlement
shall be so deferred or reduced (giving effect to any payments and benefits that
may have been received prior to such  termination)  and shall advise the Company
in writing of his election within 10 days of the  determination  of the deferral
or  reduction in payments.  If no such  election is made by the Employee  within
such  10-day  period,  the  Company  shall  determine  which and how much of any
entitlement  shall be deferred  (to the  greatest  extent  permitted  under such
applicable  law) and,  to the extent  not so  deferred,  reduced  (to the extent
required under such  applicable  law) and shall notify the Employee  promptly of
such  determination.  The  Company  shall (or shall  cause the  applicable  SPAR
Affiliate  to) pay to, or distribute to or for the benefit of, the Employee such
amounts as are then due to the Employee  under this  Agreement  and shall timely
pay to, or  distribute to or for the benefit of, the Employee in the future such
amounts as become due to the Employee under this Agreement.

      (h) Extension of Benefits: Any extension of benefits following a Severance
Termination shall be deemed to be in addition to, and not in lieu of, any period
for benefits continuation  provided for by applicable law at the Company's,  the
Employee's or his dependents' expense, as applicable.

      (i) Temporary Suspension of Section's Benefits.  Notwithstanding any other
provision of this Section 3, in the event that the  Employee's  Termination  For
Cause  pending or  following a Change in Control is solely based on the Employee
having been indicted for or charged with any one or more of the deeds  described
in clause (iv) of the definition of Termination For Cause,  the benefits of this
Section 3 (other than those under subsections (b), (c) and (h) hereof respecting
vacation pay,  insurance and the like) shall be temporarily  withheld until such
time as either:

(i)   the  first to  occur  of (A) the  final  determination  by an  appropriate
      authority  (including an arbitrator) that the Employee is not guilty or is
      acquitted of such deed(s), (B) the Company's written  acknowledgement that
      the Employee is not guilty or acquitted of such deed(s) or the substantive
      equivalent or any settlement with the Employee to any such effect,  or (C)
      the passage of twelve months following such  termination  without the good
      faith  prosecution  (criminal or civil) of the Employee for or arbitration
      of such  deed(s),  in any  which  case the  termination  shall be deemed a
      Severance

                                      -4-
<PAGE>
      Termination and the Employee shall be entitled at such time to (x) all the
      benefits of this  Section 3 as of such first to occur  date,  plus (y) the
      Employee's  salary and maximum  bonuses  for the period  from  termination
      through the date  severance is actually paid under  subsection (a) of this
      Section  3  (the  "Resolution  Period"),  plus  (z)  an  extension  of the
      Employees  benefit periods under subsections (c) and (h) of this Section 3
      and stock option exercise period(s) under subsection (d) of this Section 3
      equal to the length of the Resolution Period; or

(ii)  the  Employee  admits or  confesses  to,  pleads  guilty or no contest to,
      adversely settles respecting or is convicted of such deed(s), in any which
      case the  Employee  shall not be entitled  to any of the  benefits of this
      Section  3, any salary or bonus  pending  such  resolution,  or any of the
      benefits of subsection (b) hereof.

      (j)  Employee's  Estate.  In the  event  the  Employee  shall  die after a
Severance  Termination  (including,  without  limitation,  during the Resolution
Period),  this  Agreement  and the benefits of this Section 3 shall inure to the
benefits of the estate, heirs and legal representatives of the deceased Employee
in accordance with his or her will or applicable law, as the case may be.

      Section  4.  Waivers  of  Notice,   Etc.  Each  Party  hereby  absolutely,
unconditionally,  irrevocably  and expressly  waives forever each and all of the
following:  (a) acceptance and notice of any acceptance of this  Agreement;  (b)
notice of any  action  taken or omitted in  reliance  hereon;  (c) notice of any
nonpayment or other event that constitutes,  or with the giving of notice or the
passage of time (or both)  would  constitute,  any  nonpayment,  nonperformance,
misrepresentation or other breach or default under this Agreement; (d) notice of
any material and adverse effect, whether individually or in the aggregate,  upon
the assets,  business,  cash flow, expenses,  income,  liabilities,  operations,
properties,  prospects,  reputation  or condition  (financial or otherwise) of a
Party, its Representative or any other person,;  and (e) any other proof, notice
or  demand  of any  kind  whatsoever  with  respect  to any or all of a  Party's
obligations or promptness in making any claim or demand under this Agreement.

      Section 5. Consent to Exclusive New York Jurisdiction and Venue, Waiver of
Personal  Service,  Etc. Each Party hereby  consents and agrees that the Supreme
Court of the State of New York for the  County  of  Westchester  and the  United
States  District  Court for the  Southern  District  of New York each shall have
exclusive  personal  jurisdiction  and proper venue with respect to any claim or
dispute  under this  Agreement  between  the  Employee  and the  Company or SPAR
Affiliate  or any other  aspect of their  employment  relationship;  In any such
claim or dispute between the Employee and the Company or any SPAR Affiliate,  no
Party  will  raise,   and  each  Party   hereby   absolutely,   unconditionally,
irrevocably,  expressly and forever waives, any objection or defense to any such
jurisdiction  as  an   inconvenient   forum.   Each  Party  hereby   absolutely,
unconditionally,  irrevocably,  expressly and forever waives personal service of
any summons,  complaint or other process on such Party or any  authorized  agent
for  service  of such  Party  in any  claim  or  dispute  under  this  Agreement
(irrespective  of whether more parties may be involved).  Each Party each hereby
acknowledges and agrees with the other Party that service of process may be made
in any such  claim or  dispute  under  this  Agreement  upon  such  Party by (i)
delivery  pursuant  to Section 7 hereof or (ii) any manner of service  available
under the applicable law at address referenced in Section 7 hereof.

      Section 6.  Arbitration.  (a) Arbitration  Generally.  Except as otherwise
provided in this Section,  any unresolved dispute or controversy with respect to
this Agreement  shall be settled  exclusively  by  arbitration  conducted by the
American  Arbitration  Association  (including  any  successor  body of  similar
function,  "AAA") in accordance with the AAA's Commercial Arbitration Rules then
in effect  ("AAA  Rules")  and held in  Westchester  County,  New  York.  In any
arbitration,   no  Party  will  raise,  and  each  Party  hereby  expressly  and
irrevocably waives, any objection or defense to such location as an inconvenient
forum.  To  commence  an  arbitration,  the  aggrieved  Party  shall  submit  an
arbitration  notice  (including  a  copy  of  this  Agreement  and a  reasonable
description of its claims) to the AAA at its headquarters in New York, New York,
and  request  a list of  qualified  arbitrators.  The  Parties  agree  that each
arbitrator  must have  significant  experience  and knowledge in the  applicable
field of endeavor and (to the extent  applicable)  in the  accounting  field and
GAAP.

      (b) Arbitrator Selection.  Unless the Parties agree in writing to a single
arbitrator  prior to selection and a mechanism for his or her  selection,  three
arbitrators  shall be chosen by the Parties  from the list  submitted by the AAA
within ten  business  days of  receiving  such list (or any  subsequent  list if
applicable).  Either Party may object to any proposed  arbitrator  that does not
reasonably  appear to have the  required  experience  and  knowledge or does not
reasonably  appear to be a disinterested,  unrelated third party. If the Parties
cannot  agree  on the  three  arbitrators,  each  Party  shall  select  a single
disinterested  arbitrator from the AAA's list with such  qualifications  and the
two  arbitrators  so selected by the Parties  shall select the third  arbitrator
with such qualifications in accordance with the AAA Rules. The arbitration shall
begin within 30 business  days of such  appointment  unless  another date and/or
place is otherwise agreed upon in writing by the Parties.

      (c) Arbitrator's  Limited Authority.  The arbitrator(s) shall not have the
authority to add to,  detract from,  or modify any provision of this  Agreement.
The Parties hereby instruct and direct the arbitrator to determine each claim or
severable  part  thereof in  accordance  with the terms and  provisions  of this
Agreement,  and the  arbitrator(s)  shall not "split the  difference"  or employ

                                      -5-
<PAGE>
other equitable principles of allocation.  Discovery will be strictly limited to
documents  of the parties  specifically  applicable  to the  claims,  excluding,
however,   those  items  protected  by  attorney/client,   accountant  or  other
professional or work product  privilege (which the parties hereby agree have not
been waived by the Parties hereto or other applicable Persons).  No depositions,
interrogatories  or  other  prescreening  of a Party or its  Representatives  or
expert  witnesses  will be  permitted.  No  punitive,  consequential  or similar
damages shall be awarded by the arbitrator(s).

      (d) Arbitrator's  Decision.  The arbitrator(s) shall render a decision and
award within sixty (60) days after the  commencement  of the  arbitration.  Such
decision  and award shall be in writing,  shall be  delivered  to each Party and
shall be  conclusive  and binding on the Parties.  Judgment on such decision and
award may be entered in any court of competent jurisdiction.

      (e) Arbitrator's Fees and Expenses.  Except as otherwise  provided in this
Agreement,  each  Party  shall  pay (i) the  fees and  disbursements  of its own
attorneys and the expenses of its proof,  and (ii) half of the fees and expenses
of the AAA and the arbitrator(s), in each case irrespective of outcome.

      Section 7.  Notice.  Any notice,  request,  demand,  service of process 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 applicable  Party at the
address set forth on the signature page below (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 during  normal  business  hours 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.  The Employee
also may use and rely on the  accuracy of the address of the Company  designated
as its executive office in its most recent filing under the Securities  Exchange
Act. The Parties acknowledge and agree that such actual receipt will be presumed
with, among other things,  evidence of the signature by a Representative  of, or
adult in the same household as, the receiving Party on a return receipt, courier
manifest or other courier's acknowledgment of delivery or receipt.

      Section 8. Interpretation,  Headings, Severability,  Reformation, Etc. The
Parties agree that the provisions of this Agreement have been negotiated,  shall
be construed fairly as to all Parties, and shall not be construed in favor of or
against any Party.  The section  headings in this  Agreement  are for  reference
purposes  only and  shall not  affect  the  meaning  or  interpretation  of this
Agreement.  The term "including"  shall mean "including  (without  limitation)",
whether or not so stated.  The terms  "including",  "including,  but not limited
to",  "including  (without  limitation)"  and similar  phrases (i) mean that the
items  specifically  listed  after  such  term  are  examples  of the  provision
preceding such term and are not intended to be all inclusive,  (ii) shall not in
any way limit  (or be  deemed or  construed  to  limit)  the  generality  of the
provision  preceding  such term,  and (iii) shall not in any way preclude (or be
deemed or construed to preclude) any other  applicable  item  encompassed by the
general  provision  preceding such term. In the event that any provision of this
Agreement   shall  be  determined  to  be   superseded,   invalid,   illegal  or
unenforceable  pursuant to  applicable  law by a  governmental  authority,  that
determination   shall  not  impair  or  affect   the   validity,   legality   or
enforceability  (a) by  that  authority  of the  remaining  provisions  of  this
Agreement,  which  shall be  enforced  as if the  unenforceable  provision  were
deleted or reduced or (b) by any other  authority  of any of the  provisions  of
this Agreement.  If any provision of this Agreement is held to be  unenforceable
because of the scope or duration of any such  provision,  the Parties agree that
any  court  making  such  determination  shall  have the  power,  and is  hereby
requested by the Parties,  to reduce the scope or duration of such  provision to
the maximum  permissible  under  applicable law so that said provision  shall be
enforceable in such reduced form.

      Section 9.  Successors and Assigns;  Assignment;  Intended  Beneficiaries.
Whenever in this Agreement reference is made to any person, such reference shall
be deemed to include the successors,  assigns, and legal Representatives of such
person,   and,   without   limiting  the  generality  of  the   foregoing,   all
representations, warranties, covenants and other agreements made by or on behalf
of the Employee in this  Agreement  shall inure to the benefit of the successors
and assigns of the  Company and the SPAR  Affiliates;  provided,  however,  that
nothing herein shall be deemed to authorize or permit the Employee to assign any
rights or obligations under this Agreement to any other person, and the Employee
agrees to not make any such  assignment.  Without limiting the generality of the
foregoing, the Employee acknowledges and agrees that the Company may pledge this
Agreement  and  all  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 the 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
hereunder or  otherwise.  The  representations,  agreements  and other terms and
provisions of this Agreement are for the exclusive benefit of the Parties hereto
and the SPAR Affiliates,  and, except as otherwise expressly provided herein, no
other person 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.  The provisions of this Agreement are expressly  intended to benefit each
of the members of the SPAR Group, who may enforce any such provisions  directly,
irrespective of whether the Company  participates in such enforcement.  However,
no SPAR  Affiliate  shall have,  or shall be deemed or  construed  to have,  any
obligation or liability to the Employee under this Agreement or otherwise.

                                      -6-
<PAGE>
      Section 10. Survival of Agreements,  Etc. Each of the  representations and
warranties (as of the date(s) made or deemed made), covenants, waivers, releases
and other  agreements and obligations of each Party contained in this Agreement:
(a) shall be absolute,  irrevocable  and  unconditional,  irrespective of (among
other things) (i) the validity,  legality,  binding effect or  enforceability of
any of the other terms and provisions of this  Agreement or any other  agreement
(if any) between the Parties, or (ii) any other act, circumstance or other event
described  in this  Section;  (b) shall  survive and remain and continue in full
force and  effect in  accordance  with  their  respective  terms and  provisions
following and without regard to (i) the execution and delivery of this Agreement
and each other agreement (if any) between the Parties and the performance of any
obligation of such Party hereunder or thereunder, (ii) any waiver, modification,
amendment or restatement of any other term or provision of this Agreement or any
other  agreement  (if any)  between  the  Parties  (except  as and to the extent
expressly modified by the terms and provisions of any such waiver, modification,
amendment or restatement), (iii) any full, partial or non-exercise of any of the
rights,  powers,  privileges,  remedies  and  interests  of a Party  or any SPAR
Affiliate under this Agreement, any other agreement (if any) between the Parties
or  applicable  law against such other Party or any other person or with respect
to any obligation of such Party,  which exercise or enforcement  may be delayed,
discontinued  or  otherwise  not  pursued  or  exhausted  for  any or no  reason
whatsoever,  or which may be  waived,  omitted or  otherwise  not  exercised  or
enforced  (whether  intentionally  or  otherwise),  (iv)  any  extension,  stay,
moratorium  or  statute of  limitations  or similar  time  constraint  under any
applicable law, (v) any pledge,  assignment,  sale, conveyance or other transfer
by the Company (in whole or in part) to any other  person of this  Agreement  or
any other  agreement  (if any)  between  the  Parties  or any one or more of the
rights, powers,  privileges,  remedies or interests of the Company therein, (vi)
any act or omission on the part of the Company, any SPAR Affiliate, any of their
respective  Representatives or any other person,  (vii) any termination or other
departure  of the  Employee  from his or her  employment,  whether  for cause or
otherwise, or any dispute involving any aspect of such employment; or (viii) any
other act,  event, or  circumstance  that otherwise might  constitute a legal or
equitable counterclaim, defense or discharge of a contracting party, co-obligor,
guarantor,  pledgor or surety;  in each case without notice to or further assent
from the  Employee or any other  person  (except for such notices or consents as
may be expressly  required to be given to such Party under this Agreement or any
other  agreement (if any) between the Parties);  (c) shall not be subject to any
defense,  counterclaim,  setoff,  right of recoupment,  abatement,  reduction or
other claim or determination that the Employee may have against the Company, any
SPAR Affiliate, any of their respective Representatives or any other person; (d)
shall not be  diminished  or  qualified by the death,  disability,  dissolution,
reorganization,  insolvency, bankruptcy,  custodianship or receivership of Party
or any other person, or the inability of any of them to pay its debts or perform
or  otherwise  satisfy  its  obligations  as they  become  due  for  any  reason
whatsoever;  and (e) with respect to any provision expressly limited to a period
of time,  shall  remain and  continue  in full force and effect (i)  through the
specific  time  period(s)  and  (ii)   thereafter  with  respect  to  events  or
circumstances occurring prior to the end of such time period(s).

      Section 11. No Waiver by Action,  Cumulative  Rights,  Etc.  Any waiver or
consent  from a Party  respecting  any  provision  of this  Agreement  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 a 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 the Party's right at a later time to exercise or
enforce any such  provision.  Any  acceptance  by or on behalf of a Party of any
partial or late payment,  reimbursement  or performance of any obligation of the
other Party shall not constitute a  satisfaction  or waiver of the obligation of
such other Party then due or the resulting default,  and any acceptance by or on
behalf of a Party of any payment, reimbursement or performance of any obligation
of such other Party during the  continuance  of any default under this Agreement
or any other  agreement  (if any)  between the Parties  shall not  constitute  a
waiver or cure  thereof,  and a Party or its  designee  may accept or reject any
such payment,  reimbursement or performance without affecting any of its rights,
powers,  privileges,  remedies and other interests  under this Agreement,  other
agreements  (if any)  between the Parties  and  applicable  law. No notice to or
demand on a Party shall  entitle  such Party to any other or notice or demand in
similar or other circumstances.  All rights, remedies and other interests of the
Parties and the SPAR Affiliates  hereunder are cumulative and not  alternatives,
and they are in  addition  to (and shall not limit) any other  right,  remedy or
other  interest of the Employee  under this Agreement or the Company or any SPAR
Affiliate under this Agreement, the rules, policies or procedures of the Company
or applicable law.

      Section  12.  Counterparts;  New  York  Governing  Law;  Amendments,  This
Agreement  shall be effective as of the date written  below when executed by the
Employee.  This  Agreement  may have been  executed  in two or more  counterpart
copies of the entire  document or signatures  pages hereto,  all of which,  when
taken  together,  shall  constitute a single  agreement  binding upon all of the
Parties  hereto.  This  Agreement  and  all  other  aspects  of  the  Employee's
employment  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. Each and every
modification  and amendment of this Agreement  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  representation,  warranty,  covenant or other provision of
this Agreement shall be in writing and signed by each affected Party hereto.

                                      -7-
<PAGE>
      Section 13. Waiver of Jury Trial; All Waivers Knowing,  Intentional,  Etc.
In any  action,  suit or  proceeding  in any  jurisdiction  brought  against the
Employee by the Company or any SPAR Affiliate,  or vice versa, each Party hereby
absolutely,  unconditionally,  irrevocably and expressly waives forever trial by
jury. This waiver of jury trial by the Parties, 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 14. Entire Agreement. No Party or Representative of such Party 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  with  respect  to the  matters  contained  in this
Agreement other than as expressly set forth herein.  This Agreement contains the
entire  agreement of the Parties,  and supersedes  and  completely  replaces all
prior  and  other   communications,   discussions  and  other   representations,
warranties,  promises,  assurances,   agreements  and  understandings  (oral  or
otherwise)  between the Parties,  with respect to the matters  contained in this
Agreement.

      In Witness  Whereof,  the Parties  hereto have executed and delivered this
Agreement as of the last date written below:

COMPANY:                                         EMPLOYEE:
SPAR Group, Inc.

                                                 /s/ Patricia Franco
By:  /s/ Robert G. Brown                         --------------------------
     --------------------------                  Employee's Signature
     Officer's Signature
                                                 --------------------------
Company's Current Address:                            Patricia Franco
         SPAR Group, Inc.
         580 White Plains Road
         Tarrytown, New York  10591              Employee's Current Address:
                                                 --------------------------
Dated as of:   August 12, 2004                   --------------------------
                                                 --------------------------
                                                 Dated as of:  August 12, 2004


                                      -8-