AMENDMENT NO. 2

                                       TO

                           SECOND AMENDED AND RESTATED

               REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT

     THIS AMENDMENT NO. 2 ("Amendment") is entered into as of April 21, 2000, 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").

                                   BACKGROUND

     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, restated or otherwise modified from time to time, the
"Loan Agreement") pursuant to which Lender provides Borrowers with certain
financial accommodations.

     Borrowers have requested that Lender 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 agree as follows:

     1. Definitions. All capitalized terms not otherwise defined herein shall
have the meanings given to them in the Loan Agreement.

     2. Amendment to Loan Agreement. Subject to satisfaction of the conditions
precedent set forth in Section 3 below, the following defined terms in Section
1(A) of the Loan Agreement are hereby amended in their entirety to provide as
follows:

          "Maximum Revolving Amount" shall mean $15,000,000.

          "Revolving Credit Note" shall mean the $15,000,000 Third Amended and
     Restated Revolving Credit Note dated as of April 21, 2000 executed by the
     Borrowers in favor of Lender.

     3. Conditions of Effectiveness. This Amendment shall become effective upon
satisfaction of the following conditions precedent: (a) Lender shall have
received four (4) copies of this Amendment executed by each Borrower and
consented and agreed to by the Guarantors and (b) such other certificates,
instruments, documents and agreements as may be required by Lender or its
counsel, each of which shall be in form and substance satisfactory to Lender and
its counsel.



     4. Representations and Warranties. Each Borrower hereby represents and
warrants as follows:

          (a) This Amendment and the Loan Agreement, as amended hereby,
constitute legal, valid and binding obligations of such Borrower and are
enforceable against such Borrower in accordance with their respective terms.

          (b) Upon the effectiveness of this Amendment, such Borrower hereby
reaffirms that all continuing covenants, representations and warranties made in
the Loan Agreement, to the extent the same are not amended hereby, are true and
correct in all material respects and agrees that all such continuing covenants,
representations and warranties shall be deemed to have been remade as of the
effective date of this Amendment, excluding, however, those events subject to an
express written waiver or consent from us or those expressly permitted or not
prohibited by the covenants, provided, however, that any representation or
warranty incorporating schedules speak only as of the Closing Date, subject to
Borrower's obligation under Section 12(m) of the Loan Agreement to notify Lender
of certain occurrences or events.

          (c) No Event of Default or Default has occurred and is continuing or
would exist after giving effect to this Amendment, excluding, however, those
events subject to an express written waiver or consent from us.

          (d) As of the date hereof, no Borrower has any defense, counterclaim
or offset with respect to the Loan Agreement.

     5. Effect on the Loan Agreement.

          (a) Upon the effectiveness of this Amendment hereof, each reference in
the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or words
of like import shall mean and be a reference to the Loan Agreement as amended
hereby.

          (b) Except as specifically amended herein, the Loan Agreement, and all
other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.

          (c) Except as expressly provided in this Amendment, the execution,
delivery and effectiveness of this Amendment shall not operate as a waiver of
any right, power or remedy of Lender, nor constitute a waiver of any provision
of the Loan Agreement, or any other documents, instruments or agreements
executed and/or delivered under or in connection therewith.

     6. Governing Law. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns and
shall be governed by and construed in accordance with the laws of the State of
New York.

     7. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.


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     8. Counterparts. This Amendment may be executed by the parties hereto in
one or more counterparts, each of which shall be deemed an original and all of
which when taken together shall constitute one and the same agreement.

     IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and
year first written above.

                           SPAR MARKETING FORCE, INC.
                           SPAR, INC.
                           SPAR/BURGOYNE RETAIL SERVICES, INC.
                           SPAR INCENTIVE MARKETING, INC.
                           SPAR TRADENAMES, INC.
                           SPAR MCI PERFORMANCE GROUP, INC.
                           SPAR MARKETING, INC. (DE)
                           SPAR MARKETING, INC. (NV)
                           SPAR ACQUISITION, INC., as Borrowers


                           By:
                              --------------------------------------------------
                              Name:    James H. Ross
                              Title:   Chief Financial Officer of each of the
                                       foregoing corporations


                           PIA MERCHANDISING CO., INC.
                           PACIFIC INDOOR DISPLAY CO., INC.
                           PIVOTAL SALES COMPANY
                           SPAR GROUP, INC., as Borrowers


                           By:
                              --------------------------------------------------
                              Name:    James H. Ross
                              Title:   Treasurer of each of the
                                       foregoing corporations


                           IBJ WHITEHALL BUSINESS CREDIT CORPORATION


                           By:
                              --------------------------------------------------
                              Name:
                              Title:


                  [SIGNATURES CONTINUED ON THE FOLLOWING PAGE]


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CONSENTED AND AGREED TO:


----------------------------------
Robert G. Brown, a Guarantor


----------------------------------
William H. Bartels, a Guarantor


PIA MERCHANDISING LIMITED,
a Guarantor

By:
   -------------------------------
     Name:   James H. Ross
     Title:  Treasurer


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