MARKETING SPECIALISTS CORP
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>a2030647zex-10_3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>

<PAGE>

                                                                Exhibit 10.3

                           DEPOSIT SECURITY AGREEMENT

         This DEPOSIT SECURITY AGREEMENT (this "Agreement") dated as of
October 5, 2000, is by and between MS Acquisition Limited, a Delaware limited
partnership (the "Debtor") and THE CHASE MANHATTAN BANK, as agent for the
Banks as that term is defined below (the "Secured Party").

                                R E C I T A L S:

         MARKETING SPECIALISTS CORPORATION, PAUL INMAN ASSOCIATES, INC.,
MARKETING SPECIALISTS SALES COMPANY, BROMAR, INC. and THE SALES FORCE
COMPANIES, INC. (collectively, the "Borrowers"), the banks named therein
(each individually a "Bank and collectively the "Banks") and the Secured
Party entered into a Credit Agreement dated as of March 30, 2000 (as such
Credit Agreement has been amended, the "Credit Agreement" and capitalized
terms which are used herein but which are not otherwise defined herein shall
have the same meaning as provided in the Credit Agreement).

         As of the date hereof, the Borrowers have no further or limited
Borrowing Availability. Debtor is a shareholder, directly or indirectly, of
the Borrowers and has determined that it is in its best interest to assist
the Borrowers by providing them with additional Borrowing Availability. The
value of cash or cash equivalents that are pledged to the Secured Party can
be included in the Borrowing Base, thereby increasing the Borrowing Base and,
potentially, the Borrowing Availability. To provide the Secured Party such
cash collateral to increase the Borrowing Base, the Debtor desires to enter
into this Agreement.

         NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the adequacy, receipt and sufficiency of which
are hereby acknowledged, and in order to induce the Secured Party and Banks
to continue to make the Loans and issue the Letters of Credit under the
Credit Agreement, the parties hereto hereby agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

         Section 1.1. DEFINITIONS. As used in this Agreement, the following
terms have the following meanings:

                  "DEPOSIT ACCOUNT" means the collateral deposit account opened
         by Debtor and held at Secured Party titled "MS Acquisition/Marketing
         Specialist Collateral Account" and any account which is a replacement
         or substitute for such account.

                  "UCC" means the Uniform Commercial Code as in effect in the
         State of New York from time to time.

         Section 1.2. OTHER DEFINITIONAL PROVISIONS. Terms used herein that
are defined in the Credit Agreement and are not otherwise defined herein
shall have the meanings therefor specified in the Credit Agreement.
References to "Sections," "subsections," "Exhibits" and "Schedules" shall be
to Sections, subsections, Exhibits and Schedules, respectively, of this
Agreement unless otherwise specifically provided. All definitions contained
in this Agreement are equally applicable to the singular and plural forms of
the terms defined. All references to statutes and regulations shall include
any amendments of the same and any successor statutes and regulations.
References to particular sections of the UCC should be read to refer also to
parallel sections of the Uniform Commercial Code as enacted in each state or
other jurisdiction where any portion of the Collateral is or may be located.
Terms used herein, which are defined in the UCC, unless otherwise defined
herein or in the Credit Agreement, shall have the meanings determined in
accordance with the UCC.

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                                    ARTICLE 2

                                SECURITY INTEREST

         Section 2.1 SECURITY INTEREST. As collateral security for the prompt
payment and performance in full when due of the Obligations, the Debtor
hereby pledges and assigns to the Secured Party, and grants to the Secured
Party a continuing lien and first priority security interest in, all of its
right, title and interest in and to the following whether now owned or
hereafter arising or acquired (such property being hereinafter sometimes
called the "Collateral"):

         (a)  the Deposit Account; and

         (b)  all funds, certificates, documents, instruments, checks, drafts,
              wire transfer receipts and other earnings, profits or other
              proceeds from time to time representing, evidencing, deposited
              into or held in the Deposit Account.

                                    ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES

         To induce the Secured Party to enter into this Agreement, the Debtor
represents and warrants to the Secured Party and the Banks that:

         Section 3.1 OFFICE LOCATIONS; FICTITIOUS NAMES; PREDECESSOR
COMPANIES. Its chief place of business and its chief executive office are
located in Dallas Texas. Its jurisdiction of organization is Delaware. Within
the last four months, it has not had any other chief place of business, chief
executive office or jurisdiction of organization. It does not do business nor
has it done business during the past five years under any trade-name or
fictitious business name.

                                    ARTICLE 4

                                    COVENANTS

         The Debtor covenants and agrees with the Secured Party that until
the Obligations are paid and performed in full, all commitments of the
Secured Party and the Banks to any Borrower have expired or have been
terminated and no Letter of Credit remains outstanding:

         Section 4.1 FURTHER ASSURANCES. At any time and from time to time,
upon the request of the Secured Party, and at its sole expense, it shall
promptly execute and deliver all such further agreements, documents and
instruments and take such further action as the Secured Party may reasonably
deem necessary or appropriate to preserve and perfect its security interest
in the Collateral and carry out the provisions and purposes of this Agreement
or to enable the Secured Party to exercise and enforce its rights and
remedies hereunder with respect to any of the Collateral. Without limiting
the generality of the foregoing, it shall upon reasonable request by the
Secured Party: (a) execute and deliver to the Secured Party such financing
statements as the Secured Party may from time to time require (Debtor also
hereby authorizes Secured Party to file such financing statements without
Debtor's signature naming it as debtor, Secured Party as secured party and
describing the Collateral as Secured Party may deem appropriate); (b) deliver
to the Secured Party all Collateral the possession of which is necessary to
perfect the security interest therein, duly endorsed and/or accompanied by
duly executed instruments of transfer or assignment, all in form and
substance satisfactory to Secured Party; and (c) execute and deliver to the
Secured Party such other agreements, documents and instruments as the Secured
Party may reasonably require to perfect and maintain the validity,
effectiveness and priority of the Liens intended to be created by the Loan
Documents.

         Section 4.2 CORPORATE CHANGES. It shall not change its name,
identity, jurisdiction of organization or corporate structure in any manner
that might make any financing statement filed in

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connection with this Agreement seriously misleading unless it shall have
given the Secured Party thirty (30) days prior written notice thereof and
shall have taken all action reasonably deemed necessary or desirable by the
Secured Party to protect its Liens and the perfection and priority thereof
required by the Loan Documents. It shall not change its principal place of
business, chief executive office or the place where it keeps its books and
records unless it shall have given the Secured Party thirty (30) days prior
written notice thereof and shall have taken all action reasonably deemed
necessary or desirable by the Secured Party to cause its security interest in
the Collateral to be perfected with the priority required by the Loan
Documents.

         Section 4.3 REQUIRED DEPOSIT. The Debtor shall maintain $9,000,000
on deposit in the Deposit Account. The Secured Party, in its individual
capacity and not as Agent under the Credit Agreement, agrees to pay to the
Debtor interest on the amounts on deposit in the Deposit Account at a rate
equal to the Prime Rate minus 3 1/2 % (computed on the basis of the actual
number of days elapsed over a year of 365 or 366 days as the case may be)
payable on the first business day of each month. Debtor shall be entitled to
receive the interest accrued on the amounts on deposit in the Deposit Account
if no Default has occurred. If a Default occurs, the Debtor shall not be
entitled to receive the interest accrued on the amount on deposit in the
Deposit Account and any such interest shall be deposited or credited to the
Deposit Account.

         Section 4.4 NO WITHDRAWAL; RESTRICTION ON SALE. The Debtor shall
have no right to make any withdrawals from the Deposit Account and any
interest earned thereon after the occurrence of a Default shall be
redeposited into the Deposit Account. Debtor shall not sell, encumber or
otherwise transfer any of the Collateral.

                                    ARTICLE 5

                           RIGHTS OF THE SECURED PARTY

         Section 5.1 POWER OF ATTORNEY. THE DEBTOR HEREBY IRREVOCABLY
CONSTITUTES AND APPOINTS THE SECURED PARTY AND ANY OFFICER OR AGENT THEREOF,
WITH FULL POWER OF SUBSTITUTION, AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT WITH
FULL IRREVOCABLE POWER AND AUTHORITY IN THE NAME OF THE DEBTOR OR IN ITS OWN
NAME, TO TAKE, AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF A DEFAULT,
ANY AND ALL ACTIONS AND TO EXECUTE ANY AND ALL DOCUMENTS AND INSTRUMENTS
WHICH THE SECURED PARTY AT ANY TIME AND FROM TIME TO TIME DEEMS NECESSARY OR
DESIRABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT AND, WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, THE DEBTOR HEREBY GIVES THE SECURED PARTY
THE POWER AND RIGHT ON BEHALF OF SUCH DEBTOR AND IN ITS OWN NAME TO DO ANY OF
THE FOLLOWING AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF A DEFAULT,
WITH NOTICE TO THE DEBTOR BUT WITHOUT THE CONSENT OF THE DEBTOR:

                  (i) to demand, sue for, collect or receive, in the name of
the Debtor or in its own name, any money or property at any time payable or
receivable on account of or in exchange for any of the Collateral and, in
connection therewith, endorse checks, notes, drafts, acceptances, money
orders, documents of title or any other instruments for the payment of money
under the Collateral;

                  (ii) to pay or discharge taxes, Liens or other encumbrances
levied or placed on or threatened against the Collateral;

                  (iii) (A) to commence and prosecute any suit, action or
proceeding at law or in equity in any court of competent jurisdiction to
collect the Collateral or any part thereof and to enforce any other right in
respect of any Collateral; (B) to defend any suit, action or proceeding
brought against the Debtor with respect to any Collateral; (C) to settle,
compromise or adjust any suit, action or proceeding described above and, in
connection therewith, to give such discharges or releases as the Secured
Party may deem appropriate; (D) to exchange any of the Collateral for other
property upon any merger, consolidation,

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reorganization, recapitalization or other readjustment of the issuer thereof
and, in connection therewith, deposit any of the Collateral with any
committee, depositary, transfer agent, registrar or other designated agency
upon such terms as the Secured Party may determine; (E) to renew, extend or
otherwise change the terms and conditions of any of the Collateral; (F) to
make, settle, compromise or adjust any claims under or pertaining to any of
the Collateral; and (G) to transfer, pledge, convey, make any agreement with
respect to or otherwise deal with any of the Collateral as fully and
completely as though the Secured Party were the absolute owner thereof for
all purposes, and to do, at the Secured Party's option and the Debtor's
expense, at any time, or from time to time, all acts and things which the
Secured Party deems necessary to protect, preserve, maintain, or realize upon
the Collateral and the Secured Party's security interest therein.

         THIS POWER OF ATTORNEY IS A POWER COUPLED WITH AN INTEREST AND SHALL
BE IRREVOCABLE UNTIL TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH SECTION
7.11. The Secured Party shall be under no duty to exercise or withhold the
exercise of any of the rights, powers, privileges and options expressly or
implicitly granted to the Secured Party in this Agreement, and shall not be
liable for any failure to do so or any delay in doing so. Neither the Secured
Party nor any Person designated by the Secured Party shall be liable for any
act or omission or for any error of judgment or any mistake of fact or law,
except any of the same resulting from its or their gross negligence or
willful misconduct. This power of attorney is conferred on the Secured Party
solely to protect, preserve, maintain and realize upon its security interest
in the Collateral. The Secured Party shall not be responsible for any decline
in the value of the Collateral and shall not be required to take any steps to
preserve rights against prior parties or to protect, preserve or maintain any
Lien given to secure the Collateral.

         Section 5.2 ASSIGNMENT BY THE SECURED PARTY. The Secured Party and
each Bank may at any time assign or otherwise transfer all or any portion of
their rights and obligations under this Agreement and the other Loan
Documents (including, without limitation, the Obligations) to any other
Person, to the extent permitted by, and upon the conditions contained in, the
Credit Agreement, and such Person shall thereupon become vested with all the
benefits thereof granted to the Secured Party and the Banks, respectively,
herein or otherwise.

         Section 5.3 POSSESSION; REASONABLE CARE. The Secured Party may, from
time to time, in its sole discretion, appoint one or more agents to hold
physical custody, for the account of the Secured Party, of any or all of the
Collateral that the Secured Party has a right to possess. The Secured Party
shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if the Collateral is
accorded treatment substantially equal to that which the Secured Party
accords its own property, it being understood that the Secured Party shall
not have any responsibility for (a) ascertaining or taking action with
respect to calls, conversions, exchanges, maturities, tenders or other
matters relative to any Collateral, whether or not the Secured Party has or
is deemed to have knowledge of such matters, or (b) taking any necessary
steps to preserve rights against any parties with respect to any Collateral.

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                                    ARTICLE 6

                                     DEFAULT

         Section 6.1 RIGHTS AND REMEDIES. If an Event of Default shall have
occurred and be continuing, in addition to all other rights and remedies
granted to the Secured Party in this Agreement or in any other Loan Document
or by applicable law, the Secured Party shall have all of the rights and
remedies of a secured party under the UCC (whether or not the UCC applies to
the affected Collateral). Without limiting the generality of the foregoing,
the Secured Party may, without demand or notice to any Debtor, set off and
apply any and all amounts on deposit in the Deposit Account against any or
all of the Obligations and otherwise collect, receive or take possession of
the Collateral or any part thereof. The Debtor shall be liable for all
reasonable attorneys' fees, legal expenses and other costs and expenses
incurred by the Secured Party in connection with the collection of the
Obligations and the enforcement of the Secured Party's rights under this
Agreement. Any surplus of such cash or cash proceeds and interest accrued
thereon, if any, held by the Secured Party and remaining after payment in
full of all the Obligations shall be promptly paid over to the Debtor or to
whomsoever may be lawfully entitled to receive such surplus; PROVIDED THAT
the Secured Party shall have no obligation to invest or otherwise pay
interest on any amounts held by it in connection with or pursuant to this
Section 6.1. The Secured Party may cause any or all of the Collateral held by
it to be transferred into the name of the Secured Party or the name or names
of the Secured Party's nominee or nominees.

                                    ARTICLE 7

                                  MISCELLANEOUS

         Section 7.1 NO WAIVER; CUMULATIVE REMEDIES. No failure on the part
of the Secured Party to exercise and no delay in exercising, and no course of
dealing with respect to, any right, power or privilege under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise
of any right, power or privilege under this Agreement preclude any other or
further exercise thereof or the exercise of any other right, power, or
privilege. The rights and remedies provided for in this Agreement are
cumulative and not exclusive of any rights and remedies provided by law.

         Section 7.2 SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the Debtor and the Secured Party and
respective successors and assigns, except that the Debtor may not assign any
of its rights or obligations under this Agreement without the prior written
consent of the Banks and Secured Party may not appoint a successor Secured
Party except in accordance with the Credit Agreement.

         Section 7.3 AMENDMENT; ENTIRE AGREEMENT. THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES
HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE
SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE
PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES
HERETO. The provisions of this Agreement may be amended or waived only by an
instrument in writing signed by the parties hereto and the Required Banks.

         Section 7.4 NOTICES. All notices and other communications provided
for in this Agreement shall be given or made in accordance to the Debtor at
the address of the Borrowers set forth in the Credit Agreement.

         Section 7.5 GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York and
applicable laws of the United States of America.

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         Section 7.6 HEADINGS.  The  headings,  captions,  and  arrangements
used in this  Agreement are for convenience only and shall not affect the
interpretation of this Agreement.

         Section 7.7 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made in this Agreement or in any certificate
delivered pursuant hereto shall survive the execution and delivery of this
Agreement, and no investigation by the Secured Party shall affect the
representations and warranties or the right of the Secured Party to rely upon
them.

         Section 7.8 COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same agreement.

         Section 7.9 WAIVER OF BOND. In the event the Secured Party seeks to
take possession of any or all of the Collateral by judicial process, the
Debtor hereby irrevocably waives any bonds and any surety or security
relating thereto that may be required by applicable law as an incident to
such possession, and waives any demand for possession prior to the
commencement of any such suit or action.

         Section 7.10 SEVERABILITY. Any provision of this Agreement which is
determined by a court of competent jurisdiction to be prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

         Section 7.11 TERMINATION. If all of the Obligations shall have been
paid and performed in full, all commitments of the Secured Party and the
Banks to any Borrower shall have expired or terminated and no Letters of
Credit shall remain outstanding, the Secured Party shall, upon the written
request of the Debtor, execute and deliver to the Debtor a proper instrument
or instruments acknowledging the release and termination of the security
interests created by this Agreement, and shall duly assign and deliver to the
Debtor (without recourse and without any representation or warranty) such of
the Collateral as may be in the possession of the Secured Party and has not
previously been sold or otherwise applied pursuant to this Agreement.

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first written above.

                                     DEBTOR:

                                     MS Acquisition Limited,
                                     a Delaware limited partnership

                                     By:
                                            its Managing General Partner

                                         By:
                                            -----------------------------------
                                         Name:
                                              ---------------------------------
                                         Title:
                                               --------------------------------

                                     SECURED PARTY:

                                     THE CHASE MANHATTAN BANK, as Agent

                                     By:
                                        ---------------------------------------
                                        Name:
                                             ----------------------------------
                                        Title:
                                              ---------------------------------

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