WAIVER AND AMENDMENT NO. 1
SECOND AMENDED AND RESTATED
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
THIS WAIVER AND AMENDMENT NO. 1 ("Amendment") is entered into as of December 8, 1999, by and
between SPAR Marketing Force, Inc., SPAR, Inc., SPAR/Burgoyne Retail Services, Inc., SPAR Group, Inc.,
SPAR Incentive Marketing, Inc., SPAR Trademarks, Inc., SPAR Performance Group, Inc. (f/k/a SPAR MCI
Performance Group, Inc.), SPAR Marketing, Inc. (DE), SPAR Marketing, Inc. (NV), SPAR Acquisition, Inc.,
PIA Merchandising Co., Inc., Pacific Indoor Display Co., Inc. and Pivotal Sales Company (each a "Borrower"
and collectively, the "Borrowers") and IBJ Whitehall Business Credit Corporation ("Lender").
Borrowers and Lender are parties to a Second Amended and Restated Revolving Credit, Term Loan and
Security Agreement dated as of September 22, 1999 (as amended, supplemented or otherwise modified from
time to time, the "Loan Agreement") pursuant to which Lender provides Borrowers with certain financial
Borrowers have requested that Lender waive certain violations and amend certain provisions of the Loan
Agreement and Lender is willing to do so on the terms and conditions hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or grant of credit heretofore or hereafter made to
or for the account of the 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 herein shall have the meanings given to them in the Loan
2. Amendment to Loan Agreement. Subject to satisfaction of the conditions precedent set forth in Section 4
below, the Loan Agreement is hereby amended as follows:
(a) Section 1.2 of the Loan Agreement is amended as follows:
(i) the following defined terms are added in their appropriate alphabetical order:
"First Amendment" shall mean this