WAIVER TO THIRD AMENDED AND RESTATED
REVOLVING CREDIT AND SECURITY AGREEMENT
THIS WAIVER (this "Waiver") is entered into as of March 31, 2005, by and among SPAR MARKETING
FORCE, INC. ("SMF"), SPAR, INC. ("SPAR"), SPAR/BURGOYNE RETAIL SERVICES, INC ("SBRS"),
SPAR GROUP, INC. ("SGI"), SPAR INCENTIVE MARKETING, INC. ("SIM"), SPAR TRADEMARKS,
INC. ("STM"), SPAR MARKETING, INC. (DE) ("SMIDE"), SPAR MARKETING, INC. (NV) ("SMINV"),
SPAR ACQUISITION, INC. ("SAI"), SPAR TECHNOLOGY GROUP, INC. ("STG"), SPAR/PIA RETAIL
SERVICES, INC. ("Pia Retail"), RETAIL RESOURCES, INC. ("Retail"), PIVOTAL FIELD SERVICES,
INC. ("Pivotal Field"), PIA MERCHANDISING CO., INC. ("PIA"), PACIFIC INDOOR DISPLAY CO.
("Pacific"), PIVOTAL SALES COMPANY ("Pivotal"), SPAR ALL STORE MARKETING SERVICES,
INC., ("SAS") and SPAR BERT FIFE, INC. ("SBFI") (each a "Borrower" and collectively "Borrowers") and
WEBSTER BUSINESS CREDIT CORPORATION (formerly known as Whitehall Business Credit
The Borrowers and Lender are parties to that certain Third Amended and Restated Revolving Credit and
Security Agreement dated January 24, 2003 (as amended, restated, supplemented or otherwise modified from
time to time, the "Loan Agreement") pursuant to which Lender provides the Borrowers with certain financial
The Borrowers have violated certain covenants and have requested Lender waive the resulting Events of Default
and Lender is willing to do so.
NOW, THEREFORE, in consideration of any loan or advance or grant of credit heretofore or hereafter made to
or for the account of Borrowers by Lender, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Definitions. All capitalized terms not otherwise defined or amended herein shall have the meanings given to
them in the Loan Agreement.
2. Waiver. Subject to the satisfaction of Section 3 below, Lender hereby waives the Event of Default which ha