EXHIBIT 10.1


                       WEBSTER BUSINESS CREDIT CORPORATION
                                One State Street
                            New York, New York 10004



                                                     August 10, 2005



SPAR Group, Inc.
580 White Plains Road
Tarrytown, New York 10591
Attention: Charles Cimitile

Gentlemen:

         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 June 30, 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 June 30, 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 such Events of Default be
waived. By its signature below, Lender hereby waives such Event of Default
solely for the fiscal quarter ending June 30, 2005.






         Except as specifically provided herein, the Credit 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. The execution, delivery and effectiveness of this letter
agreement shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of Lender, nor constitute a waiver of any provision
of the Credit Agreement or any other documents, instruments or agreements
executed and/or delivered under or in connection therewith.



                                     Very truly yours,

                                     WEBSTER BUSINESS CREDIT CORPORATION


                                     By: /s/ Edward A. Jesser
                                         --------------------------
                                     Name: Edward A. Jesser
                                     Title: Senior Vice President