SPAR GROUP INC
EX_10.1; AMND & RSTD FIELD SVC AGMT.
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10_1-f10q033104.txt
<DESCRIPTION>EX_10.1; AMND & RSTD FIELD SVC AGMT.
<TEXT>
                                                                    EXHIBIT 10.1

                  AMENDED AND RESTATED FIELD SERVICE AGREEMENT

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

                                    Recitals

                  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 its  affiliate,  SPAR  Management  Services,  Inc.
("SMSI").  SMSI  will  now  enter  into a  direct  agreement  with  the  Company
respecting  such  scheduling and management  services.  The Company and SMS have
agreed to update the terms and conditions on which SMS will continue to provide,
on a nonexclusive  basis, the field  representative  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 a 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.  Merchandising  and  Related  Services.  During the
Term,  SMS shall stock,  restock and  replenish  merchandise  and perform  other
merchandising and related activities and services requested from time to time by
the Company (the  "Merchandising  Services")  in Stores  within the Territory on
behalf of the Company and the Company's affiliates as they may from time to time
request  for  themselves  or  their  customers,  and  (b) all  related  services
(together with the  Merchandising,  the "Services").  Any merchandise needed for
the  Merchandising  Services  shall be delivered to the Stores (or at such other
location as may be  mutually  agreed  upon by the  Parties  with  respect to any
particular task) from time to time by or on behalf the Company or the applicable
customers,  all at no cost and expense to SMS. The Company and SMS 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 SMS for the  performance of the Services for the SPAR Companies in an
amount  equal  to (a) all  costs  and  expenses  reasonably  incurred  by SMS 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"), plus (b)
four percent of the sum of the items in clause (a), above (collectively with the
Services  Costs,  the  "Services  Compensation");  provided,  however,  that the
Services Costs shall include any payroll and  employment  taxes payable to field
employees with respect to Services  performed after the date hereof. The Company
and SMS  acknowledge  and agree the  stockholders of have entered into a Limited
Indemnification  Agreement dated as of July 8, 1999 (the "Indemnity  Agreement")
in connection  with the  consummation  of the  transactions  contemplated by the
Merger  Agreement  (as  such  term  is  defined  in  the  Indemnity  Agreement).
Notwithstanding the provisions of

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this Section 3 or any other provision of this  Agreement,  the Company shall not
be required to compensate  SMS for or otherwise  pay or reimburse  (and Services
Costs shall not include) any amount with  respect to which the  stockholders  of
SMS (i) would have been  required to  indemnify,  defend and hold  harmless  any
Merger Party (as such term is defined in the  Indemnity  Agreement)  pursuant to
the  Indemnity  Agreement  were it executed and effective as of the date of this
Agreement,  or (ii) are  required to  indemnify,  defend and hold  harmless  any
Merger  Party  pursuant to the  Indemnity  Agreement  after it is  executed  and
becomes effective (collectively, "Indemnified Amounts").

                  Section  4.  Payments.  The  Company  shall pay to SMS by wire
transfer a monthly  retainer of $250,000 (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).  SMS shall invoice the Company weekly for all
field  personnel  costs,  and such invoices shall be paid by the Company by wire
transfer to SMS within two business  days after  receipt  thereof.  SMS 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 SMS 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 SMS,  provided that the audit shall be conducted in a
manner that is not unreasonably disruptive of SMS'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

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<PAGE>

amendment of this Agreement,  and covenants and agrees with the other Party that
for so long as products and services are being provided by SMS 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)  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 SMS'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 SMS 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
SMS 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,  SMS 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 SMS (including,  without  limitation,  the
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 SMS among the Services and its various
other  activities,  provided that such allocation does not adversely  affect the
performance  of SMS  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 SMS  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

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

                                      -4-
<PAGE>

(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 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

                                      -5-
<PAGE>

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) SMS acknowledges and agrees that
the Company may request (for its account  hereunder)  that SMS 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  SMS.  Without  limiting  the  generality  of  the  foregoing,  SMS
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 SMS
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, 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 Marketing Services, Inc.,                    SPAR Marketing Force, Inc.,
         a Nevada corporation                          a Nevada corporation

By:                                               By:







                                      -6-

</TEXT>
</DOCUMENT>
