EXHIBIT 10.1

WAIVER AND AMENDMENT NO. 10
TO THIRD AMENDED AND RESTATED
REVOLVING CREDIT AND SECURITY AGREEMENT

         THIS WAIVER AND AMENDMENT NO. 10 (this “Agreement”) is entered into as of August 1, 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”).

BACKGROUND

        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 have the meanings given to them in the Loan Agreement.

        2.     Waiver . Subject to the satisfaction of Section 4 below, Lender hereby waives the Event of Default that has occurred and is continuing as a result Borrowers’ non-compliance with (i) Section 12(r) with respect to the fiscal quarter ending June 30, 2007 due to Borrowers’ failure to maintain the requisite EBITDA level for the twelve month period then ended, and (ii) Section 12(o) with respect to the fiscal quarter ending June 30, 2007 due to Borrowers’ failure to maintain the requisite Net Worth level for the fiscal quarter then ended. Notwithstanding the foregoing, the waiver of the Event of Default set forth above does not establish a course of conduct between Borrowers and Lender and Borrowers hereby agree that Lender is not obligated to waive any future Events of Default under the Loan Agreement.

        3.     Amendments . Subject to the satisfaction of Section 4 below, the Loan Agreement is hereby amended as follows:

                      (a)        Section 1(A) of the Loan Agreement is hereby amended by inserting the following defined term in appropriate alphabetical order:

        4.     Conditions of Effectiveness . This Agreement shall become effective as of the date hereof, provided that the following conditions shall have been