SPAR GROUP INC
10.6 TRADEMARK LICENSE AGREEMENT
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<TYPE>EX-10
<SEQUENCE>3
<FILENAME>d462356.txt
<DESCRIPTION>10.6 TRADEMARK LICENSE AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.6

                           TRADEMARK LICENSE AGREEMENT
                           ---------------------------

                                  Introduction
                                  ------------

          This  Trademark  License  Agreement,  dated as of July 8, 1999 (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  currently having an address at
303 South Broadway,  Suite 140, Tarrytown,  New York 10591(the "Licensee"),  and
SPAR Trademarks,  Inc., a Nevada corporation  currently having an address at 303
South  Broadway,  Suite 140,  Tarrytown,  New York 10591 (the  "Licensor").  The
Licensor and the Licensee are  sometimes  referred to herein  individually  as a
"Party" and collectively as the "Parties".

                                    Recitals
                                    --------

          The  Licensor is the owner of the  Trademarks  (as these and the other
capitalized  terms used in these  Recitals are defined in Section 1, below) with
respect  to the  Products  and  Services,  and the  Licensee  desires to use the
Trademarks in the Territory in  connection  with the Products and Services.  The
Licensor is willing to grant to the Licensee the nonexclusive  right and license
to use the Trademarks on and in connection with the Products and Services in the
Territory,  all upon the terms and  provisions and subject to the conditions set
forth in this Agreement.

                                    Agreement
                                    ---------

          In consideration of the foregoing, the mutual covenants and agreements
hereinafter set forth,  and other good and valuable  consideration  (the receipt
and adequacy of which is hereby acknowledged by the Parties), the Parties hereto
hereby agree as follows:

          Section 1. Definitions. Each use in this Agreement of a neuter pronoun
shall be deemed to include  references to the masculine and feminine  variations
thereof,  and vice versa,  and a singular  pronoun  shall be deemed to include a
reference to the plural variation  thereof,  and vice versa, in each case as the
context may permit or require.  Capitalized  terms used herein and not otherwise
defined  shall have the meanings  ascribed to them in the Merger  Agreement  (as
hereinafter defined). As used in this Agreement, the following capitalized terms
and  non-capitalized  words and  phrases  shall have the  meanings  respectively
assigned  to them  below,  which  meanings  shall be  applicable  equally to the
singular and plural forms of the terms so defined:

          (1) "Merger Effective Time" shall mean the "Effective Time" under (and
as defined in) the  Agreement  and Plan of Merger dated as of February 28, 1999,
among the SPAR  Companies  and the PIA  Companies  (which is the time the merger
thereunder  takes effect and the SPAR  Companies  and PIA  Companies  come under
common control), as the same may be supplemented, modified, amended, restated or
replaced  from  time  to  time  in the  manner  provided  therein  (the  "Merger
Agreement").

          (2) "PIA Company" and "PIA Companies" shall  respectively mean any one
or  more  of PIA  Merchandising  Services,  Inc.,  a  Delaware  corporation,  SG
Acquisition, Inc., a Nevada corporation (which is merging into SPAR Acquisition,
Inc.),  PIA  Merchandising  Co.,  Inc.,  a  California  corporation,  and  their
respective subsidiaries as of the Merger Effective Time.

          (3) "Products"  shall mean the products  claimed in the  registrations
for the  Trademarks  listed in Exhibit A hereto and any other products for which
the Licensor has such Trademark rights.

          (4)  "Representative"  of any Party  shall mean any of its  directors,
officers, employees, attorneys, heirs, executors, administrators, or agents, any
of such Party's  sublicensees,  affiliates,  successors  and assigns,  or any of
their respective directors,  officers,  employees,  attorneys, heirs, executors,
administrators, or agents.

          (5) "Services"  shall mean the services  claimed in the  registrations
for the  Trademarks  listed in Exhibit A hereto and any other services for which
the Licensor has such Trademark rights.


                                      -1-
<PAGE>

          (6) "SPAR Company" and "SPAR  Companies" shall  respectively  mean any
one or more of SPAR  Acquisition,  Inc., a Nevada  corporation,  SPAR Marketing,
Inc., a Delaware corporation,  SPAR Marketing, Inc., a Nevada corporation,  SPAR
Marketing Force, Inc., a Nevada  corporation,  SPAR, Inc., a Nevada corporation,
SPAR/Burgoyne  Retail  Services,  Inc.,  an  Ohio  corporation,  SPAR  Incentive
Marketing,  Inc., a Delaware  corporation,  SPAR MCI Performance  Group, Inc., a
Delaware corporation, and SPAR Trademarks, Inc., a Nevada corporation.

          (7) "Territory" shall mean the United States and Canada.

          (8) "Trademark" and "Trademarks"  shall  respectively mean any and all
of the registered trademarks of the Licensor registered in the United States and
Canada listed in Exhibit A hereto, any additional  registered  trademarks of the
Licensor deriving or containing any Trademark, and any and all renewals thereof.

Section 2. Grant of License and Affiliate Sublicenses; Limits on Use.

          (1) License. Subject to the terms and conditions herein contained, the
Licensor hereby grants to the Licensee a royalty-free,  nonexclusive  license to
use: (i) the  Trademarks  (alone or as part of other words or phrases) on and in
connection  the Products and Services in the  Territory;  and (ii) to the extent
the Licensor has any right, title or interest therein, the name "SPAR" (alone or
as part of other words or phrases) in its legal  and/or  trade name and on or in
connection with any products or services other than the Products and Services.

          (2)  Sublicenses.  The Licensee  from time to time may add one or more
subsidiaries  or affiliates  (but only those under common  ownership and control
with the Licensee) as a sublicensee  under this Agreement  (each a "Sublicensee"
and collectively "Sublicensees").  Each Sublicensee hereby assumes and agrees to
be bound by the terms,  provisions and conditions as set forth in this Agreement
as if it were the "Licensee" and a "Party"  hereunder.  In the event the control
or ownership of any Sublicensee, its business or substantially all of its assets
are sold or transferred so that such Sublicensee, business or assets cease to be
under  common  ownership  and control  with the  Licensee,  such  subsidiary  or
affiliate shall automatically cease to be a Sublicensee hereunder from and after
such sale or transfer, without, however, relieving or otherwise affecting any of
the obligations of such former Sublicensees with respect to its obligations with
respect to actions or events arising prior to such sale or transfer.

          (3)  License May Follow  Group Sale.  In the event that the control or
ownership of all or substantially all of the Licensee and Sublicensees or all or
substantially  all of their  businesses  or assets  are sold or  transferred  (a
"Group  Sale"),  this  Agreement may be  transferred  (in whole) as part of such
Group  Sale by  written  notice  to the  Licensor  and (if an  asset  sale)  the
assumption of this  Agreement by the  purchasers by the delivery to the Licensor
of an assumption  agreement in form and substance  reasonably  acceptable to the
Licensor,  duly  executed by the new  Licensee.  Any entity not  included in the
Group Sale shall automatically  cease to be a Licensee or Sublicensee  hereunder
from and after such sale or transfer,  without, however,  relieving or otherwise
affecting any of its obligations with respect to actions or events arising prior
to such sale or transfer.

          (4) No Unpermitted Users. No Party shall cause,  suffer, or permit any
of its affiliates or cause any other person to use any Trademark in any material
respect unless such person is a permitted Licensee or Sublicensee hereunder.

          Section 3. Term. The term of this Agreement shall commence on the date
of this  Agreement  and continue  through  December 31, 2098 (as and if extended
pursuant  to  this  Section,   the  "Term").  The  Term  of  this  Agreement  is
automatically  renewable for additional  consecutive  ninety-nine year terms. If
the Licensee (in the  Licensee's  sole and absolute  discretion)  chooses not to
renew, a written request from the Licensee seeking  termination must be received
by the Licensor at least 90 days prior to the  scheduled end of the then current
Term.  The Term is also  subject  to earlier  termination  as  provided  in this
Agreement. Upon the termination of this Agreement by the Licensee, (i) the right
and  license to use the  Trademarks  granted  to the  Licensee  hereunder  shall
forthwith terminate, (ii) the Licensee shall promptly thereafter shall cease and
desist from using the marks on or in  connection  with the Products or Services,
and (iii) the Licensee  shall,  promptly upon receipt of the written  request of
the Licensor,  without  charge,  execute any and all documents,  and record them
with any and all appropriate  governmental agencies within the


                                      -2-
<PAGE>

Territory,  as may be necessary to remove the  Trademarks  from its company name
and to otherwise  reasonably  evidence that the Licensee no longer has the right
and license to use the Trademarks; provided, however, that upon such termination
of this  Agreement,  the  Licensee  shall have the right to continue to sell any
existing  inventory of the Products and to use the Trademarks in connection with
such  sale for a period  of up to  three  months  after  the  effective  date of
termination of this Agreement.

Section 4.  Non-Exclusivity  of License;  Limits on Licensor's Use and Licensing
Rights: Validity of Trademarks.

          (1) Retained Rights and Limits on Use. The Licensee  acknowledges  and
agrees that, all rights in the Trademarks, other than those specifically granted
in this  Agreement,  are reserved by the Licensor,  and the Licensor may (during
the Term or thereafter)  specifically grant other licenses to use the Trademarks
on or in connection with (i) any one or more of the Products and Services within
or outside  the  Territory  or (ii) any other  products  or  services  within or
outside the Territory to the extent it has rights therein.

          (2) Ownership and Validity of  Trademarks.  The Licensee  acknowledges
and agrees that the  Licensor  is the legal,  valid and  exclusive  owner of the
Trademarks.  The Licensee covenants and agrees that it will not, individually or
with any other licensee or person, at any time during the term of this Agreement
or thereafter, directly or indirectly,  challenge, contest or aid in challenging
or contesting  (i) the legality or validity of any of the  Trademarks,  (ii) the
ownership  by the  Licensor of any of the  Trademarks,  or (iii) the title of or
registration by the Licensor of any of the Trademarks, in each case whether such
Trademarks are now existing or hereafter  acquired,  created or obtained and all
renewals thereof.

          Section 1. Compliance with Applicable Law. The Licensee  covenants and
agrees with the Licensor  that,  during the Term of this  Agreement,  unless the
Licensor (in its sole and absolute  discretion)  consents  otherwise in writing,
the Licensee  shall comply with all  applicable  laws,  rules,  regulations  and
ordinances  in  effect  at any time and from  time to time in the  Territory  in
connection with the Products and Services utilizing any of the Trademarks if the
non-compliance  therewith would  materially  impair the prestige and goodwill of
the Trademarks.

          Section 5.  Standards  of Quality.  The Licensee  acknowledges  to and
covenants and agrees with the Licensor that,  during the Term of this Agreement,
unless the Licensor (in its sole and absolute  discretion) consents otherwise in
writing: (a) none of the Products or Services shall fail in any material respect
to meet the standards of quality with respect to the  Trademarks in place at the
time of commencement of this Agreement  ("Standards of Quality") if such failure
would  materially  impair the prestige and goodwill of the  Trademarks;  and (b)
none of the  Products or Services of the  Licensee  shall  otherwise  materially
impair the prestige and goodwill of the Trademarks.

          Section 6. Registration for the Trademarks in the Territory.

          (1) Registration  Maintenance.  During the term of this Agreement, the
Licensor shall  undertake,  in its own name, to renew and maintain  registration
for the  Trademarks in the  Territory.  The Licensee  shall  cooperate  with the
Licensor in the execution,  filing and prosecution of any such  instrument(s) or
document(s)  as the  Licensor  from time to time may  reasonably  request (i) to
obtain renewal and/or maintain  registration for the Trademarks in the Territory
and (ii) to confirm the Licensor's  ownership rights therein. The Licensor makes
no  representation  or warranty hereby that the registrations for the Trademarks
will be renewable or maintainable in the Territory,  and the failure to renew or
maintain the  registrations  thereof  shall not be deemed a breach hereof by the
Licensor.

          (2) Costs and  Expenses.  Any and all costs and  expenses  (including,
without limitation,  the fees and expenses of attorneys and other professionals)
incurred by the Licensor in the renewal or  maintenance of any of the Trademarks
in the Territory shall be borne by the Licensor.

          Section 7.  Royalties.  The license  granted  under this  Agreement is
royalty-free. The Licensee shall not be required to account to the Licensor with
respect to its use of the Trademarks.


                                      -3-
<PAGE>

          Section 8. Representations and Warranties Respecting the Licensee. The
Licensee represents and warrants to the Licensor that, as of the date hereof and
as of the date of each  amendment,  renewal or  extension  hereof or  assumption
hereof,  except as  otherwise  disclosed  to the  Licensor in  writing:  (a) the
Licensee  is a  corporation  duly  incorporated,  validly  existing  and in good
standing  under the laws its state of  incorporation;  (b) the  Licensee has 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 the Licensee of this Agreement and the  performance by
the  Licensee  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 the  Licensee  or any  material  part of the
Licensee's assets and properties,  (iii) any of its organizational documents, or
(iv) any  material  agreement  or  document to which it is a party or subject or
that applies to any material part of the Licensee's  assets and properties;  (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 the Licensee of this  Agreement or the
legality,  validity,  binding effect or  enforceability  of any of the terms and
provisions  of this  Agreement;  and (e) this  Agreement  is a legal,  valid and
binding  obligation  of  the  Licensee,  enforceable  against  the  Licensee  in
accordance with its terms and provisions.

          Section 9. Representations and Warranties Respecting the Licensor. The
Licensor represents and warrants to the Licensee that, as of the date hereof and
as of the date of each  amendment,  renewal or  extension  hereof or  assumption
hereof,  except as  otherwise  disclosed  to the  Licensee in  writing:  (a) the
Licensor  is a  corporation  duly  incorporated,  validly  existing  and in good
standing  under the laws its state of  incorporation;  (b) the  Licensor has 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 the Licensor of this Agreement and the  performance by
the  Licensor  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 the  Licensor  or any  material  part of the
Licensor's assets and properties,  (iii) any of its organizational documents, or
(iv) any  material  agreement  or  document to which it is a party or subject or
that applies to any material part of the Licensor's  assets and properties;  (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 the Licensor 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 the Licensor,  enforceable against the Licensor in accordance with
its  terms  and  provisions;  (f) the  Licensor  is the  registered,  legal  and
beneficial  owner  of the  Trademarks;  (g) the  Licensor  has  full  power  and
authority  and  the  unrestricted  right  to  grant  the  licenses  contemplated
hereunder; (h) the license of the Trademarks hereunder is made free and clear of
any and all liens or encumbrances;  (i) the Trademark  registrations are in full
force and effect;  and (j) the Licensor has no knowledge of any infringements or
competing claims with respect to any Trademark.

          Section 10. Termination.

          (1)  Termination  for  Cause.  The  Licensor  shall  have the right to
terminate  this  Agreement  (and the  licenses  and other  rights,  remedies and
interests  granted  to the  Licensee  hereunder),  and end the Term,  by written
notice  to  the  Licensee  in  the  event  the  Licensee  shall  default  in the
performance  or  satisfaction  of  any of  the  terms  and  provisions  of  this
Agreement,  which violation or failure shall have continued for more than thirty
(30) days  after  notice  thereof  by the  Licensor  to the  Licensee  and which
violation  or failure has  materially  impaired the prestige and goodwill of the
Trademarks,  provided,  however,  that if such default is capable of being cured
and if the Licensee shall have commenced to cure such default within such period
and shall proceed continuously in good faith and with due diligence to cure such
default,  then such thirty day period shall instead be such longer period as may
be reasonably necessary to effect such cure (not to exceed 180 days).

          (2) Termination Without Prejudice;  Certain Continuing Provisions. The
termination of this  Agreement (and the licenses and other rights,  remedies and
interests granted to the Licensee  hereunder),  for any reason, shall be without
prejudice to any other right or remedy the Licensor may have, including (without
limitation)  the right of the  Licensor to recover from the Licensee any and all
(i) damages to which it may be entitled by reason of the  happening of the event
giving  rise to such  termination  or any other  event


                                      -4-
<PAGE>

and  (ii)  reimbursements,   indemnifications  and  other  amounts  that  remain
unsatisfied  by the  Licensors  hereunder,  which  rights and remedies all shall
survive any such termination hereunder. In addition, the terms and provisions of
this  subsection  and  Sections  12 through  21 hereof  shall  survive  any such
termination hereunder.

          Section 11. Infringement.

          (1) Defense of Infringements. In the event that legal proceeding shall
be instituted by any third party with respect to the alleged infringement by the
Trademarks on the rights of any third party,  the Licensor shall have the right,
at its option and expense and either in its name,  in the name of the  Licensee,
or in the name of both the  Licensor  and the  Licensee,  to be  represented  by
counsel selected by the Licensor,  and to defend against,  negotiate,  settle or
otherwise deal with such proceeding.  The Licensee may participate in or (if the
Licensor  elects not to do so) defend  any such  proceeding  at its own cost and
expense  (subject  to  reimbursement  by the  Licensor of  reasonable  costs and
expenses if the Licensee  prevails in such  proceeding)  and with counsel of its
choice;  provided,  however,  that if the Licensor  defends the proceeding,  the
Licensor  shall  control such  proceeding.  The  Licensee  shall not settle such
proceeding,  or any claim or demand,  admit  liability  or take any action  with
respect thereto  without the prior written consent of the Licensor,  which shall
not be unreasonably withheld.

          (2)  No  Liability  for  Continuing  Unauthorized  Use.  If any of the
Trademarks  shall be  declared  by a court of  competent  jurisdiction  to be an
infringement  on the  rights of any  third  party so that the  Licensee  may not
thereafter  continue in the use thereof, or if the Licensee shall unlawfully use
any of the  Trademarks  after the Term,  the Licensor shall not be liable to the
Licensee or any other  person or entity for any damages or otherwise as a result
of continuing use by the Licensee after such declaration or the end of the Term.

          (3)  Notice  and  Prosecution  of  Infringement.  The  Licensee  shall
promptly notify the Licensor of any infringement,  counterfeiting or passing-off
of any of the Trademarks of which it has actual knowledge, whether by the use of
any of the  Trademarks  or  otherwise,  but shall not take any action,  legal or
otherwise,  with respect to such  infringement,  counterfeiting  or  passing-off
without prior notice to the Licensor. In the event that the Licensee deems legal
proceedings to be reasonably necessary to enjoin any third party with respect to
the  alleged   infringement,   counterfeiting  or  passing-off  of  any  of  the
Trademarks,  the  Licensor  shall have the right,  at its option and expense and
either  in its  name,  in the name of the  Licensee,  or in the name of both the
Licensor  and  the  Licensee,  to be  represented  by  counsel  selected  by the
Licensor,  and to  prosecute,  negotiate,  settle  or  otherwise  deal with such
proceeding. The Licensee may participate in or (if the Licensor elects not to do
so)  prosecute  any such  proceeding  at its own cost and  expense  (subject  to
reimbursement  by the Licensor of reasonable  costs and expenses if the Licensee
prevails in such proceeding) and with counsel of its choice; provided,  however,
that if the Licensor prosecutes the proceeding,  the Licensor shall control such
proceeding.  The  Licensee  shall not settle  such  proceeding,  or any claim or
demand,  release any liability or take any action with respect  thereto  without
the prior  written  consent of the  Licensor,  which  shall not be  unreasonably
withheld.

          (4) Licensee and Licensor  Cooperation.  The Licensee  will  cooperate
fully  with the  Licensor  at the  Licensor's  expense  in any such  action  the
Licensor may decide to take, and, if requested by the Licensor,  shall join with
the  Licensor  in such  actions  as the  Licensor  may  deem  advisable  for the
protection  of the  Trademarks  or the  Licensor's  rights.  The  Licensor  will
cooperate  fully  with  the  Licensor  at the  Licensee's  expense  (subject  to
reimbursement  as provided above) in any such permitted  action the Licensee may
decide to take, and, if requested by the Licensee,  shall join with the Licensee
in such actions as the Licensor may deem  advisable  for the  protection  of the
Trademarks or the Licensee's rights.

          (5) Costs and Expenses.  Except as otherwise  provided above,  any and
all costs and expenses (including,  without limitation, the fees and expenses of
attorneys and other professionals)  incurred in the protection or defense of any
of the Trademarks in the Territory,  or the defense of any use or application of
the Trademarks, shall be borne by the Licensor.

          Section 12. Expenses of and Indemnity by the Licensee.

          (1) The Licensee will pay and discharge,  at its own expense,  any and
all expenses,  charges, fees and taxes (other than as provided in subsection (b)
of this  Section  and  Section 6 hereof)  arising


                                      -5-
<PAGE>

out of or  incidental  to the carrying on of the  Licensee's  business,  and the
Licensee will  indemnify and hold the Licensor  harmless from any and all claims
that may be imposed on the Licensor for such expenses, charges, fees and taxes.

          (2) Except as  otherwise  provided in Section 10 hereof,  the Licensee
shall  indemnify,  defend (with counsel  selected by the Licensee and reasonably
acceptable to the Licensor)  and hold the Licensor and its  representatives  and
agents harmless from, against and with respect to any claim, suit, loss, damage,
demands,  injuries or expense  (including  the  reasonable  fees and expenses of
attorneys  and  other  professionals)  arising  out of or  related  directly  or
indirectly  to any Product,  Service,  or other  Trademark  bearing item sold or
provided by the Licensee or any other act or omission of the Licensee, except to
the extent  attributable to the bad faith,  negligence or willful  misconduct of
the Licensor or its representatives.

          Section 13.  Relationship  between the  Parties.  The rights,  powers,
privileges, remedies and interests accorded to the Licensor under this Agreement
and applicable law are for the protection of the Licensor, not the Licensee, and
no term or  provision  of this  Agreement  is  intended  (or  shall be deemed or
construed)  to impose on the Licensor any duty or  obligation to the Licensee to
monitor or police any of the activities of the Licensee. No term or provision of
this  Agreement  is intended to create,  nor shall any such term or provision be
deemed or construed to have created, any employment, joint venture, partnership,
trust,  agency or other  fiduciary  relationship  between the  Licensee  and the
Licensor or constitute  the Licensee as an employee,  joint  venturer,  partner,
trustee,  agent or other  representative  for or of the  Licensor.  The Licensee
shall not be entitled  or have any power or  authority  to bind or obligate  the
Licensor in any manner  whatsoever  or to hold itself out as an employee,  joint
venturer,  partner,  trustee,  agent  or  other  representative  for  or of  the
Licensor.

          Section 14. Waiver of Jury Trial. In any action, suit or proceeding in
any jurisdiction brought against any Party by any other Party, each Party hereby
irrevocably waives trial by jury.

          Section 15.  Consent to New York  Jurisdiction  and Venue,  Etc.  Each
Party hereby consents and agrees that the Supreme Court of the State of New York
for the County of  Westchester  and the  United  States  District  Court for the
Southern  District of New York each shall have personal  jurisdiction and proper
venue  with  respect to any  dispute  between  the  Parties;  provided  that the
foregoing  consent shall not deprive any Party of the right in its discretion to
voluntarily  commence or participate in any other forum having  jurisdiction and
venue. In any dispute,  no Party will raise, and each Party hereby expressly and
irrevocably  waives,  any  objection or defense to any such  jurisdiction  as an
inconvenient forum.

          Section 16.  Notices.  Except as  otherwise  expressly  provided,  any
notice, request, demand or other communication permitted or required to be given
under this Agreement shall be in writing,  shall be sent by one of the following
means to the  addressee at the address set forth above (or at such other address
as shall be  designated  hereunder  by notice to the other  parties  and persons
receiving   copies,   effective  upon  actual   receipt)  and  shall  be  deemed
conclusively to have been given: (i) on the first Business Day following the day
timely  deposited with Federal Express (or other equivalent  national  overnight
courier) or United States Express Mail, with the cost of delivery prepaid or for
the account of the sender; (ii) on the fifth Business Day following the day duly
sent by certified or registered  United States mail,  postage prepaid and return
receipt requested; or (iii) when otherwise actually received by the addressee on
a  Business  Day (or on the next  Business  Day if  received  after the close of
normal business hours or on any non-business day).

          Section 17. Further  Assurances.  Each Party agrees to do such further
acts and  things  and to  execute  and  deliver  such  statements,  assignments,
agreements, instruments and other documents as the other Party from time to time
reasonably  may  request in order to (a)  evidence  or confirm  the  transfer or
issuance of any stock or Asset or (b)  effectuate  the purpose and the terms and
provisions  of this  Agreement,  each  in  such  form  and  substance  as may be
acceptable to the Parties.

          Section 18. Interpretation,  Headings,  Severability, Etc. The parties
acknowledge  and agree that the terms and provisions of this Agreement have been
negotiated, shall be construed fairly as to all parties hereto, and shall not be
construed in favor of or against any party.  The section  headings  contained in
this Agreement are for reference  purposes only and shall not affect the meaning
or interpretation of this Agreement.  In the event that any term or provision of
this Agreement  (other than Section 1 hereof) shall be finally  determined to be
superseded,  invalid,  illegal or otherwise unenforceable pursuant to applicable
law  by  a  governmental   authority  having   jurisdiction   and  venue,   that
determination  shall not impair or otherwise


                                      -6-
<PAGE>

affect the validity,  legality or enforceability (a) by or before that authority
of the remaining terms and provisions of this Agreement, which shall be enforced
as if the  unenforceable  term or provision were deleted or reduced  pursuant to
the next sentence, as applicable, or (b) by or before any other authority of any
of the terms and provisions of this Agreement.  If any term or provision of this
Agreement  is held to be  unenforceable  because of the scope or duration of any
such provision, the parties agree that any court making such determination shall
have the power, and is hereby requested, to reduce the scope or duration of such
term or provision to the maximum  permissible  under applicable law so that said
term or provision shall be enforceable in such reduced form.

                                  [END OF PAGE]


                                      -7-
<PAGE>

          Section   19.   Successors   and   Assigns;    Assignment;    Intended
Beneficiaries.  Whenever in this Agreement reference is made to any person, such
reference  shall be deemed to include the successors,  assigns,  heirs and legal
representatives  of such person,  and,  without  limiting the  generality of the
foregoing, all representations,  warranties, covenants and other agreements made
by or on behalf of any Party in this Agreement shall inure to the benefit of the
successors,  assigns,  heirs  and legal  representatives  of each  other  Party;
provided,  however,  that nothing  herein shall be deemed to authorize or permit
the Licensee to assign any of its rights or obligations  under this Agreement to
any other person,  and the Licensee  covenants and agrees that it shall not make
any such  assignment,  except as otherwise  provided in Section 1 hereof or with
the prior written consent of the Licensor.  The representations,  warranties and
other terms and  provisions of this  Agreement are for the exclusive  benefit of
the Parties hereto, and, except as otherwise expressly provided herein, no other
person  (including  creditors of any party hereto) shall have any right or claim
against any Party by reason of any of those terms and  provisions or be entitled
to enforce any of those terms and provisions against any Party.

          Section 20. No Waiver by Action, Etc. Any waiver or consent respecting
any  representation,  warranty,  covenant  or other  term or  provision  of this
Agreement shall be effective only in the specific  instance and for the specific
purpose 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 a Party
at any time or times to require  performance  of, or to exercise its rights with
respect to, any representation, warranty, covenant or other term or provision of
this  Agreement in no manner  (except as otherwise  expressly  provided  herein)
shall affect its right at a later time to enforce any such provision.  No notice
to or demand on any Party in any case shall  entitle  such Party to any other or
further  notice  or  demand in the same,  similar  or other  circumstances.  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 (except as otherwise  expressly  provided herein) any other right,  power,
privilege,  remedy or other  interest  of such  Party  under this  Agreement  or
applicable law.

          Section 21. Counterparts;  New York Governing Law; Amendments;  Entire
Agreement.  This Agreement shall be effective as of the date first written above
when executed by Parties and delivered to the Licensor.  This Agreement may have
been  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,  but all of which,  when taken together,  shall constitute a
single agreement binding upon all of the Parties hereto. This Agreement shall be
governed by and construed in accordance  with the applicable  laws pertaining in
the State of New York (other than those that would defer to the substantive laws
of another  jurisdiction).  Each and every  modification  and  amendment of this
Agreement  shall be in writing  and signed by all of the  Parties,  and each and
every waiver of, or consent to any departure from, any representation, warranty,
covenant or other term or  provision of this  Agreement  shall be in writing and
signed by each affected Party.  This Agreement  contains the entire agreement of
the parties and supersedes all prior and other  representations,  agreements and
understandings  (oral or  otherwise)  between  the parties  with  respect to the
matters contained herein.

          IN WITNESS WHEREOF,  the Parties have duly executed and delivered this
Agreement as of the date first above written.

                                        SPAR Marketing Services, Inc.


                                        By: /s/ Robert G. Brown
                                           -------------------------------------
                                               Robert G. Brown
                                               Chief Executive Officer


                                        SPAR Trademarks, Inc.


                                        By: /s/ Robert G. Brown
                                           -------------------------------------
                                               Robert G. Brown
                                               Chief Executive Officer

<PAGE>

                                    EXHIBIT A
                                    ---------

United States

             Mark                  Reg. No.         Reg. Date
             ----                  --------         ---------

             SPAR                 1,357,128         August 27, 1985
             SPAR & design        1,357,132         August 27, 1985
             SPAR & design        1,387,743         March 25, 1986
             SPAR                 1,441,909         June 9, 1987
             SPAR                 1,597,275         May 22, 1990


Canada
             Mark                  Reg. No.         Reg. Date
             ----                  --------         ---------

             SPAR                  337,986          March 11, 1988
             SPAR & design         337,987          March 11, 1988
             SPAR & design         341,996          June 23, 1988
             SPAR                  349,073          December 16, 1988
             SPAR & design         390,182          November 15, 1991

</TEXT>
</DOCUMENT>
