WAIVER AND AMENDMENT NO. 8
TO THIRD AMENDED AND RESTATED
REVOLVING CREDIT AND SECURITY AGREEMENT
THIS WAIVER AND AMENDMENT NO. 8 (this “Agreement”) is entered into as of March 28, 2007, 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 Corporation) (“Lender”).
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 accommodations.
The Borrowers have violated certain covenants and have requested Lender waive the resulting Events of Default and
Lender is willing to do so in connection with making certain amendments to the Loan Agreement.
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 hav