CONSENT, JOINDER, RELEASE AND AMENDMENT AGREEMENT
THIS CONSENT, JOINDER, RELEASE AND AMENDMENT AGREEMENT (this "Agreement") is entered
into as of October 31, 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 GROUP INTERNATIONAL, INC. ("International"), 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") (each an "Existing Borrower"
and collectively, "Existing Borrowers"), SPAR ALL STORE MARKETING SERVICES, INC., ("SAS") and
WHITEHALL BUSINESS CREDIT CORPORATION ("Lender").
The Existing 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 Existing Borrowers with certain
SGI, the direct or indirect parent of all of the other Existing Borrowers, has formed SAS, a Nevada corporation
that is a wholly-owned Subsidiary of SGI, and Spar Canada, Inc., a Nevada corporation ("SCI"), that is a
wholly-owned Unrestricted Subsidiary (as defined herein) of SGI. SCI has formed SPAR Canada Company, a
Nova Scotia unlimited liability company ("SCC") as a wholly-owned Unrestricted Subsidiary of SCI.
The Existing Borrowers and SAS (together, but excluding International, each a "Borrower" and collectively the
"Borrowers") each desire to add SAS as a Borrower and release International as a Borrower under (and as
defined in) the Loan Agreement