WEBSTER BUSINESS CREDIT CORPORATION
One State Street
New York, New York 10004
May 11, 2005
SPAR Group, Inc.
580 White Plains Road
Tarrytown, New York 10591
Attention: Charles Cimitile
Reference is hereby made to that certain Third Amended and Restated Revolving Credit and Security Agreement
(as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit
Agreement") dated as of January 24, 2003 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"). All capitalized terms not otherwise defined herein shall have
the meanings given to them in the Credit Agreement.
An Event of Default has occurred under the Credit Agreement as a result of Borrowers' non-compliance with (i)
Section 12(o) of the Credit Agreement with respect to the fiscal quarter ended March 31, 2005 due to
Borrowers' failure to maintain its required Net Worth at the end of such fiscal quarter and (ii)
Section 12(p) and Section 12(r) of the Credit Agreement with respect to the fiscal quarter ending March 31,
2005 due to Borrowers' failure to maintain the requisite Fixed Charge Coverage Ratio and EBITDA level for the
four fiscal quarters then ended. Borrowers have requested that