MARKETING SPECIALISTS CORP
EXHIBIT 10.12
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>13
<FILENAME>ex-10_12.txt
<DESCRIPTION>EXHIBIT 10.12
<TEXT>

<PAGE>

                                      NOTE

$16,666,666.66                                                   April __, 2000

         FOR VALUE RECEIVED, the undersigned, MARKETING SPECIALISTS
CORPORATION, a Delaware corporation, PAUL INMAN ASSOCIATES, INC., a Michigan
corporation, MARKETING SPECIALISTS SALES COMPANY, a Texas corporation,
BROMAR, INC., a California corporation and THE SALES FORCE COMPANIES, INC., a
Indiana corporation, (collectively, the "Borrowers"), hereby promise, jointly
and severally, to pay to the order of FLEET CAPITAL BANK (the "Bank"), at
Agent's Principal Office, in lawful money of the United States of America and
in immediately available funds, the principal amount of Sixteen Million Six
Hundred Sixty-Six Thousand Six Hundred Sixty-Six and 66/100 Dollars
($16,666,666.66) or such lesser amount as shall equal the aggregate unpaid
principal amount of the Loans made by the Bank to the Borrowers under the
Credit Agreement referred to below, on the dates and in the principal amounts
provided in the Credit Agreement, and to pay interest on the unpaid principal
amount of each such Loan, at such office, in like money and funds, for the
period commencing on the date of such Loan until such Loan shall be paid in
full, at the rates per annum and on the dates provided in the Credit
Agreement.

         The Borrowers hereby authorize the Bank to record in its records the
amount of each Loan and Type of Accounts established under each Loan and all
Continuations, Conversions and payments of principal in respect thereof,
which records shall, in the absence of manifest error, constitute prima facie
evidence of the accuracy thereof; PROVIDED, HOWEVER, that the failure to make
such notation with respect to any such Loan or payment shall not limit or
otherwise affect the obligations of the Borrowers under the Credit Agreement
or this Note.

         This Note is one of the Notes referred to in the Credit Agreement
dated as of March 30, 2000, among the Borrowers, the Bank, the other banks
party thereto (the "Banks"), and THE CHASE MANHATTAN BANK as agent for the
Banks (in such capacity, the "Agent" and such Credit Agreement, as the same
may be amended or otherwise modified from time to time, being referred to
herein as the "Credit Agreement"), and evidences Loans made by the Bank
thereunder. The Credit Agreement, among other things, contains provisions for
acceleration of the maturity of this Note upon the happening of certain
stated events and for prepayments of Loans prior to the maturity of this Note
upon the terms and conditions specified in the Credit Agreement. Capitalized
terms used in this Note have the respective meanings assigned to them in the
Credit Agreement.

         This Note shall be governed by and construed in accordance with the
laws of the State of New York and the applicable laws of the United States of
America.

         Except for any notices expressly required by the Loan Documents, the
Borrowers and each obligor, surety, guarantor, endorser and other party ever
liable for payment of any sums of money payable on this Note jointly and
severally waive notice, presentment, demand for payment, protest, notice of
protest and non-payment or dishonor, notice of acceleration, notice of intent
to accelerate, notice of intent to demand, diligence in collecting, grace and
all other

Note - Page 1
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formalities of any kind, and consent to all extensions without notice for any
period or periods of time and partial payments, before or after maturity, and
any impairment of any collateral securing this Note, all without prejudice to
the holder. The holder shall similarly have the right to deal in any way, at
any time, with one or more of the foregoing parties without notice to any
other party, and to grant any such party any extensions of time for payment
of any of said indebtedness, or to release any such party or to release or
substitute part or all of the collateral securing this Note, or to grant any
other indulgences or forbearances whatsoever, without notice to any other
party and without in any way affecting the personal liability of any party
hereunder.

         This Note is given in amendment and restatement of that certain Note
dated March 30, 2000 (the "Original Note"), previously executed and delivered
to the Bank by the Borrowers other than the Sales Force Companies, Inc. in
the face amount of $16,666,666.66. Concurrently with the execution of this
Note, the Sales Force Companies, Inc. is being joined to the Credit Agreement
as a "Borrower" therein. All indebtedness evidenced by the Original Note is
hereby renewed and is not extinguished by this Note and shall hereafter be
governed by and payable in accordance with the terms hereof.

                            MARKETING SPECIALISTS CORPORATION
                            MARKETING SPECIALISTS SALES COMPANY


                            By:
                               ------------------------------------------------
                               Name:
                                    -------------------------------------------
                                     Authorized Officer for the above Borrowers


                            PAUL INMAN ASSOCIATES, INC.
                            BROMAR, INC.


                            By:
                               ------------------------------------------------
                               Name:
                                    -------------------------------------------
                                     Authorized Officer for the above Borrowers


                            THE SALES FORCE COMPANIES, INC.


                            By:
                               ------------------------------------------------
                               Name:
                                    -------------------------------------------
                                     Authorized Officer




Note - Page 2

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