**WAIVER AND AMENDMENT NO. 11**

**TO THIRD AMENDED AND RESTATED**

**REVOLVING CREDIT AND SECURITY AGREEMENT**

**THIS WAIVER AND AMENDMENT NO. 11** (this “Agreement”) is entered into as        of November 16, 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 5 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 September 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 September 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 Events 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 5 below, the Loan Agreement is hereby amended as follows:

        (a)     The definition of “Maximum Revolving Amount”        appearing in Section 1(A) of the Loan Agreement is hereby amended by deleting        “$7,000,000” and inserting “$5,000,000” in its place and stead.

        (b)     Section 1(A) of the Loan Agreement is hereby further        amended by inserting the following defined term in appropriate alphabetical order:

        “Availability Reserve” means $250,000, or such lesser amount as        determined by Lender in its sole and absolute discretion.

        4.      New Financial Covenants.             Upon receipt by Lender from Borrowers of the projections for        the fiscal quarter of the Borrowers ending December 31, 2007 and for the fiscal year of the        Borrowers ending December 31, 2008 (which projections shall be received by Lender by no        later than December 15, 2007, and which projections shall be in form and substance        satisfactory to Lender), Lender and the Borrowers shall work in good faith to establish new        financial covenant levels for the financial covenants set forth in Sections 12(o), (p) and        (r) of the Loan Agreement for the fiscal quarter ending December 31, 2007 through the        fiscal quarter ending December 31, 2008, and Lender and the Borrowers will enter into an        amendment to this Agreement to incorporate such financial covenants into this        Agreement.

        5.      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, and (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.

        6.      Representations, Warranties and Covenants. Each of        the Borrowers hereby represents, warrants and covenants as follows:

        (a)     This Agreement and the Loan Agreement constitute legal,        valid and binding obligations of each of the Borrowers and are enforceable against each of        the Borrowers in accordance with their respective terms.

        (b)     Upon the effectiveness of this Agreement, each of the        Borrowers hereby reaffirms all covenants, representations and warranties made in the Loan        Agreement to the extent the same are not amended hereby and agrees that all such covenants,        representations and warranties shall be deemed to have been remade as of the effective date        of this Agreement.

        (c)     No Borrower has any defense, counterclaim or offset with        respect to the Loan Agreement or the Obligations.

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7.     Effect        on the Loan Agreement.

        (a)     Except as specifically amended herein, the Loan Agreement,        and all other documents, instruments and agreements executed and/or delivered in connection        therewith, shall remain in full force and effect, and are hereby ratified and        confirmed.

        (b)     Except as set forth in Section 2 hereof, the execution,        delivery and effectiveness of this Agreement shall not operate as a waiver of any right,        power or remedy of Lender, nor constitute a waiver of any provision of the Loan Agreement,        or any other documents, instruments or agreements executed and/or delivered under or in        connection therewith.

        8.      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).

        9.      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.

        10.    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.

        11.    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.

        12.    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.

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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 entities

**WEBSTER BUSINESS CREDIT CORPORATION**

        By: /s/ Daniel        Dupre                                  

               Name:     Daniel Dupre                      Its:           Vice President        

**CONSENTED AND AGREED TO BY:**

**PIA Merchandising        Limited**, Guarantor

By: /s/ Charles        Cimitile                   

         

         

/s/ William        Bartels                          

        William Bartels, Guarantor

/s/ Robert        Brown                            

        Robert Brown, Guarantor