WAIVER AND AMENDMENT NO. 1

                                       TO

                           SECOND AMENDED AND RESTATED

               REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT

         THIS WAIVER AND  AMENDMENT  NO. 1  ("Amendment")  is entered into as of
December 8, 1999,  by and  between  SPAR  Marketing  Force,  Inc.,  SPAR,  Inc.,
SPAR/Burgoyne Retail Services, Inc., SPAR Group, Inc., SPAR Incentive Marketing,
Inc.,  SPAR  Trademarks,  Inc.,  SPAR  Performance  Group,  Inc. (f/k/a SPAR MCI
Performance Group, Inc.), SPAR Marketing,  Inc. (DE), SPAR Marketing, Inc. (NV),
SPAR Acquisition, Inc., PIA Merchandising Co., Inc., Pacific Indoor Display Co.,
Inc.  and  Pivotal  Sales  Company  (each a  "Borrower"  and  collectively,  the
"Borrowers") and IBJ Whitehall Business Credit Corporation ("Lender").

                                   BACKGROUND

         Borrowers  and Lender  are  parties to a Second  Amended  and  Restated
Revolving  Credit,  Term Loan and Security  Agreement  dated as of September 22,
1999 (as amended,  supplemented  or otherwise  modified  from time to time,  the
"Loan  Agreement")  pursuant to which  Lender  provides  Borrowers  with certain
financial accommodations.

         Borrowers have requested that Lender waive certain violations and amend
certain  provisions of the Loan  Agreement and Lender is willing to do so on the
terms and conditions hereafter set forth.

         NOW,  THEREFORE,  in  consideration  of any loan or advance or grant of
credit  heretofore  or hereafter  made to or for the account of the 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 herein
shall have the meanings given to them in the Loan Agreement.

         2.  Amendment  to  Loan  Agreement.  Subject  to  satisfaction  of  the
conditions  precedent set forth in Section 4 below, the Loan Agreement is hereby
amended as follows:

            (a) Section 1.2 of the Loan Agreement is amended as follows:

               (i) the following  defined  terms are added in their  appropriate
           alphabetical order:

               "First  Amendment"  shall mean this Waiver and Amendment No. 1 to
           Second Amended and Restated Revolving Credit,  Term Loan and Security
           Agreement  dated  as  of  the  First  Amendment  Effective  Date  (as
           hereinafter defined).

               "First Amendment Effective Date" shall mean the date on which all
           conditions  precedent  set  forth  in the  First  Amendment  shall be
           satisfied.
<PAGE>

               (ii) the  following  defined  term is amended in its  entirety to
           provide as follows:

               "Maximum  Revolving  Amount" shall mean (a) $14,000,000  from the
           First  Amendment  Effective  Date  through  June  30,  2000  and  (b)
           $12,500,000 from and after July 1, 2000.

               "Shareholder  Notes"  shall  mean  the  promissory  notes  to the
           Shareholders  from those  Borrowers  and in the  amounts set forth in
           Exhibit A hereto.

            (b)  Section  12(n)(iii)  of the Loan  Agreement  is  amended in its
entirety to provide as follows:

               "(iii)  directly or indirectly,  prepay any  indebtedness  (other
           than to Lender or any other  Borrowers  permitted in this section) or
           make any payment in excess of  $3,000,000  on the Wile Note until the
           Increase  Event  shall have  occurred,  make any payment in excess of
           $1,400,000  (or such greater amount to which Lender shall consent) on
           the  Shareholder  Notes or  repurchase,  redeem,  retire or otherwise
           acquire any  indebtedness  of  Borrowers  in advance of the  maturity
           thereof;"

            (c) Section  12(o) of the Loan  Agreement is amended in its entirety
to provide as follows:

               "(o)  it  shall  cause  to  be  maintained  for  Borrowers  on  a
           consolidated  basis  at  December  31,  1999,  Net  Worth of at least
           $10,500,000 and Borrowers'  consolidated  Net Worth shall increase at
           the end of each fiscal  quarter  thereafter by at least an additional
           $100,000;"

         3. Waiver.  Subject to  satisfaction  of the  conditions  precedent set
forth in Section 4 below,  Lender hereby waives the Events of Default which have
occurred as a result of Borrower's non-compliance with Section 12(o) of the Loan
Agreement on or prior to September 30, 1999.

         4. Conditions of  Effectiveness.  This Amendment shall become effective
upon satisfaction of the following conditions  precedent:  (a) Lender shall have
received  four (4) copies of this  Amendment  executed by Borrower and consented
and agreed to by the  Guarantors and (b) such other  certificates,  instruments,
documents and  agreements  as may be required by Lender or its counsel,  each of
which shall be in form and substance satisfactory to Lender and its counsel.

         5. Representations and Warranties.  Each Borrower hereby represents and
warrants as follows:

            (a)  This  Amendment  and the Loan  Agreement,  as  amended  hereby,
constitute  legal,  valid  and  binding  obligations  of such  Borrower  and are
enforceable against such Borrower in accordance with their respective terms.

            (b) Upon the  effectiveness of this Amendment,  such Borrower hereby
reaffirms all continuing  covenants,  representations and warranties made in the
Loan Agreement to the extent

                                       2

<PAGE>

the same are not amended  hereby and agree that all such  continuing  covenants,
representations  and  warranties  shall be deemed to have been  remade as of the
effective date of this Amendment, excluding, however, those events subject to an
express written waiver or consent from us.

            (c) No Event of Default or Default has occurred and is continuing or
would exist after giving effect to this  Amendment,  excluding,  however,  those
events subject to an express written waiver or consent from us.

            (d) As of the date hereof, Borrower has no defense,  counterclaim or
offset with respect to the Loan Agreement.

         6. Effect on the Loan Agreement.


            (a) Upon the effectiveness of this Amendment hereof,  each reference
in the Loan Agreement to "this Agreement,"  "hereunder,"  "hereof,"  "herein" or
words of like import  shall mean and be a  reference  to the Loan  Agreement  as
amended hereby.

            (b) 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.

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

         7. Governing Law. This Amendment 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.

         8. Headings. Section headings in this Amendment are included herein for
convenience  of reference only and shall not constitute a part of this Amendment
for any other purpose.

         9.  Counterparts.  This Amendment may be executed by the parties hereto
in one or more  counterparts,  each of which shall be deemed an original and all
of which when taken together shall constitute one and the same agreement.

                                  [END OF PAGE]


                                       3

<PAGE>




         IN WITNESS WHEREOF, this Amendment 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 INENTIVE MARKETING, INC.
                                      SPAR TRADENAMES, INC.
                                      SPAR MCI PERFORMANCE GROUP, INC.
                                      SPAR MARKETING, INC. (DE)
                                      SPAR MARKETING, INC. (NV)
                                      SPAR ACQUISITION, INC.
                                      PIA MERCHANDISING CO., INC.
                                      PACIFIC INDOOR DISPLAY CO., INC.
                                      PIVOTAL SALES COMPANY
                                      SPAR GROUP, INC., as Borrowers


                                      By:/s/ James H. Ross
                                         --------------------------------------
                                            Name:  James H. Ross
                                            Title: Treasurer of each of the
                                                   foregoing corporations


                                      IBJ WHITEHALL BUSINESS CREDIT CORPORATION


                                      By: /s/ Robert R. Wallace
                                         --------------------------------------
                                           Name:   Robert R. Wallace
                                           Title:  Vice President

                       [SIGNATURES CONTINUED ON NEXT PAGE]


                                       4

<PAGE>


                    [SIGNATURES CONTINUED FROM PREVIOUS PAGE]

CONSENTED AND AGREED TO:

/s/ Robert G. Brown
--------------------------------
Robert G. Brown, a Guarantor

/s/ William H. Bartels
--------------------------------
William H. Bartels, a Guarantor

PIA MERCHANDISING LIMITED,
a Guarantor

By: /s/ James H. Ross
  ------------------------------
     Name:  James H. Ross
     Title: Treasurer


                                       5


<PAGE>


                                    EXHIBIT A
                                    ---------
<TABLE>
<CAPTION>

--------------- ---------------- ----------------------------------------- -----------------------------------------
DATE            PRINCIPAL        MAKER                                     HOLDER
                AMOUNT
--------------- ---------------- ----------------------------------------- -----------------------------------------
<S>             <C>            <C>                                      <C>
6/29/99         $ 1,196,556      SPAR MCI Performance Group, Inc.          Robert G. Brown
--------------- ---------------- ----------------------------------------- -----------------------------------------

6/29/99         $    86,778      SPAR MCI Performance Group, Inc.          Robert G. Brown
--------------- ---------------- ----------------------------------------- -----------------------------------------

6/29/99         $   977,778      SPAR, Inc.                                Robert G. Brown
--------------- ---------------- ----------------------------------------- -----------------------------------------

6/30/99         $   611,111      SPAR Marketing Force, Inc.                Robert G. Brown
--------------- ---------------- ----------------------------------------- -----------------------------------------

8/2/99          $   611,111      SPAR Marketing Force, Inc.                Robert G. Brown
--------------- ---------------- ----------------------------------------- -----------------------------------------

8/2/99          $   305,556      SPAR MCI Performance Group, Inc.          Robert G. Brown
--------------- ---------------- ----------------------------------------- -----------------------------------------

6/29/99         $    55,222      SPAR MCI Performance Group, Inc.          William H. Bartels
--------------- ---------------- ----------------------------------------- -----------------------------------------

6/29/99         $   761,444      SPAR MCI Performance Group, Inc.          William H. Bartels
--------------- ---------------- ----------------------------------------- -----------------------------------------

6/29/99         $   622,222      SPAR, Inc.                                William H. Bartels
--------------- ---------------- ----------------------------------------- -----------------------------------------

6/30/99         $   388,889      SPAR Marketing Force, Inc.                William H. Bartels
--------------- ---------------- ----------------------------------------- -----------------------------------------

8/2/99          $   194,444      SPAR MCI Performance Group, Inc.          William H. Bartels
--------------- ---------------- ----------------------------------------- -----------------------------------------

8/2/99          $   388,889      SPAR Marketing Force, Inc.                William H. Bartels
--------------- ---------------- ----------------------------------------- -----------------------------------------
</TABLE>