JOINT VENTURE AGREEMENT

1.  

Provide retail merchandising or marketing services;

2.  

Agency, assistance, instruction and report of in-store sales activities;

3.  

Implementation of market research and analysis of results thereof;

4.  

Assembly of setups used for sales promotion;

5.  

Consulting regarding store management; and

6.  

Any and all businesses incidental or relating to any of the foregoing or approved from time to time by the Board of Directors (as defined below).

*  

SPAR, 510 Units or 51%.

*  

NMA, 490 Units or 49%.

(a)  

Each party shall take its role as described below for the preparation of the commencement of New Company's business effective as of September 1, 2012 (the "Effective Date").  Any expenses and costs necessary for such preparation shall be borne by each party.

(b)  

SPAR may (at the request of the New Company) enter into a license agreement with the New Company as of the Effective Date (or such later time as the parties may agree) in the form attached hereto as Exhibit C (as executed, and as the same may be supplemented, modified, amended or restated from time to time in the manner provided therein, the "SPAR License Agreement").  All software and other items licensed under the SPAR License Agreement (if any) will be licensed on "as is" basis to the New Company.  For reference, the SPAR License Agreement may include one or more of the obligations of SPAR to:

1.  

localize and set up software provided by SPAR to work in Territory;

2.  

consult on the organization of merchandising services;

3.  

train the New Company's personnel in how to operate the merchandising software; and;

4.  

give advice on budgeting and development of each business plan.

(c)  

In further consideration of the issuance to it of its Units in the New Company, NMA shall:

1.  

 Assign all of its business and client (i.e., customers) contacts and contracts (excluding all billed receivables and unbilled work in progress) to New Company effective on and as of the Effective Date("Business Assets"), free and clear of all liens and encumbrances, while NMA shall retain all obligations and liabilities with respect thereto for all periods preceding the Effective Date ("Pre-Closing Business Liabilities") and the other NMA Continuing Liabilities (as described below), and NMA shall retain all of its tangible assets (together with such billed receivables and unbilled work in progress, the "NMA Retained Assets");

2.  

Transfer to the New Company effective as of the Effective Date all appropriate staff other than the independent merchandising specialists provided by NMA or its affiliates ("Business Personnel"), free and clear of any and all governmental, employee or other liens, charges or claims for wages, benefits or other amounts ("Pre-Closing Personnel Liabilities"), including (without limitation) unpaid severance, vacation or similar expenses that have accrued or that under GAAP should be accrued, which Business Personnel are listed on Exhibit E hereto;

3.  

Enter into the Field Services Agreement with the New Company effective as of the Effective Date substantially in the form of Exhibit G hereto (as executed, and as the same may be supplemented, modified, amended or restated from time to time in the manner provided therein, the "Field Services Agreement"); and

4.  

Satisfy all of its Pre-Closing Business Liabilities and Pre-Closing Personnel Liabilities and all of its taxes and other obligations and liabilities (whether arising or due before, on or after the Effective Date) of every kind, description or nature (each a "NMA Continuing Liability") in the normal course as and when due, subject to NMA's rights to contest, negotiate, settle or otherwise lawfully resolve each NMA Continuing Liability (but such rights shall not limit, postpone or otherwise in any way affect NMA's obligations to indemnify, reimburse, hold harmless and defend SPAR or the New Company in accordance with this Agreement respecting any NMA Continuing Liability).  The NMA Continuing Liabilities include (without limitation) each and every obligation or liability of NMA or any of its affiliates (excluding the New Company as an affiliate of NMA for this purpose only) involving or respecting (i) any work that was not performed as recorded, billed or required, (ii) if and to the extent contested by the New Company, any work incorrectly performed, or any invoice or expense or reimbursement request contested by any of NMA's customers as incorrect, incomplete, under documented, unsubstantiated or unperformed, in each case whether in whole or in part, (iii) any violation of any applicable law, business authorization, customer contract or vendor agreement, (iv) any product liability, safety, employee, workers' compensation, unemployment, personal injury, discrimination, or harassment, contractual or other claim or liability, (v) any procurement, storage, use, shipment, sale or disposal of any hazardous substance or other activity that could give rise to any claim or liability under any applicable environmental law, (vi) any action, suit, investigation or proceeding at law, in equity, in arbitration or by or before any governmental authority threatened, pending, decided or settled at any time involving or affecting NMA at any time, any Business Asset while at any time performed, owned or used by NMA or any of its affiliates, or any Business Personnel while at any time employed or engaged by NMA or any of its affiliates, (vii) any rent or other lease, license or usage payment owed by NMA or any of its affiliates, (viii) any trade debt, credit card obligation, deferred purchase price or other indebtedness of any kind or nature whatsoever, whether owed to any financial institution, any affiliate (e.g., intercompany, employee and stockholder advances) or any other person, (ix) any contract, agreement, arrangement, undertaking, promise, representation, warranty, guaranty, indemnification, reimbursement, accrued or declared dividend or other distribution, or other commitment, liability or obligation, excluding any Business Asset in respect of any work performed after the Effective Date, (x) any tax paid or required to be paid to any governmental authority, and any tax return or report filed or required to be filed with any governmental authority, by NMA or any of its affiliates, whether on account of any Business Assets or Business Personnel prior to the Effective Date, its other income or operations, its field merchandisers or its real or personal property or otherwise, all unpaid and underpaid taxes (and all related interest and penalties) and all errors in and omissions from its tax reports, (xi) any continuing business, operation or other activity by NMA, or (xii) any act or omission by NMA, any of its affiliates or any of their respective Representatives (as defined below) constituting or involving bad faith, negligence, reckless disregard, fraud, willful misconduct or violation of applicable law or contract. However, payments actually made by NMA respecting any NMA Continuing Liability listed in clause (vii), (viii), (ix), (x) or (xi) in its definition above may be subject to reimbursement from the New Company pursuant to the Field Services Agreement as and to the extent those payments are for any actual Service Costs expressly permitted under (and as defined in) the Field Services Agreement.

amendment or modification of the Articles or By-Laws;

increase or decrease in the authorized capital or paid-in capital other than any adjustment required by GAAP or applicable law;

issuance by the New Company of any new Units (other than pursuant to a capital call permitted to be made by its Board of Directors) or other kind of equity securities or any instruments convertible into equity securities issued by the New Company;

issuance of debentures by the New Company (other than in connection with any permitted financing);

transfer of any part or whole of the New Company's assets or business (other than the assignment of receivables for collection in the normal course, any assignment required to secure any permitted financing or any assignment otherwise permitted under this Agreement);

dividend, distribution or related matter to be declared or paid by the New Company;

merger, consolidation, liquidation, dissolution or bankruptcy of the New Company; or

change in number or length of tenure of the Directors of the New Company.

any action by the Members or Board of Directors for any matter as provided in Article 12 hereof;

any investment or commitment to invest in any capital or financial asset by the New Company in amounts individually in excess of  US$50,000 or in the aggregate in excess of US$100,000;

any loan borrowed or committed or other credit received by New Company (other than trade credit in the normal course) in amounts individually in excess of  US$50,000 or in the aggregate in excess of US$100,000;

execution, amendment or termination of the New Company's agreements or commitments with NMA, SPAR or their subsidiaries or affiliates other than terminations as scheduled or on default in accordance with their respective terms;

adoption or amendment of the annual budgets and business plan of the New Company, provided that they have been adopted as and when required by SGRP;

adoption or any material modification of major regulations or procedures inconsistent in any way with those of SGRP, including any employee rules or handbook;

initiating or settling any litigation, arbitration or other formal dispute settlement procedures or forgiveness of any obligation owed to the New Company in excess of US$50,000;

any sale or disposition of or granting a lien, security interest or similar obligation (other than pursuant to any permitted financing) with respect to, any material asset of the New Company, whether in one or a series of related transactions, other than collection of receivables in the normal course and grants of liens, security interests and similar obligations pursuant to any permitted financing;

formation of any subsidiary of New Company, entry into (or subsequent termination of) any joint venture, partnership or similar agreements in which the New Company is a Member;

entering into, amending or terminating any contract with/or commitment to any Director or Member other than terminations as scheduled or on default in accordance with their respective terms; and

entering into any agreement or commitment to provide goods or services outside of the Territory.

After three (3) years from the effective date of this Agreement, if either NMA or SPAR (hereinafter called "Selling Party") wishes to transfer and sell all but not less than all of its Units, the Selling Party shall furnish to the other party (hereinafter called "Other Party") a written notice of a proposed purchaser, the offered purchase price and other major terms and conditions of such proposed sale (with the understanding that the New Company may not be either a Selling Party or an Other Party).

After three (3) years from the effective date of this Agreement, either NMA or SPAR (the "Offering Party") may at any time make a written offer to buy all of the Units in the New Company from the other party (the "Other Party") (with the understanding that the New Company may not be either an Offering Party or an Other Party). The Other Party shall then either accept the offer and sell all of its Units under the terms and conditions offered or agree to purchase and purchase the Offering Party's Units at the same per Unit purchase price and on the same other terms and conditions as offered. If the Other Party receiving the initial offer does not respond to the initial offer within sixty (60) days, the Other Party shall be deemed to have accepted the offer to sell its Units at the per Unit price and on the terms and conditions offered.  The parties shall cooperate to affect the closing of such purchase and sale of all of the Units of the New Company held by the Offering Party or Other Party, as applicable, within 120 days of the decision or deemed decision of the Other Party.  At such closing, the purchasing party shall pay to the selling party the purchase price in cash, and the Selling Party shall deliver to the purchasing party Unit certificates representing all of the Selling Party's Units held in the New Company, free and clear of any liens.

In addition to items 1 and 2 included in this section above, NMA reserves the right to tender its ownership in New Company to SPAR based on the following conditions and valuation:

i.  

In years 1 through 5, NMA will maintain a minimum Unit ownership in the New Company equal to 49% of the issued and outstanding Units.

ii.  

NMA may, by written notice, request that SPAR purchase the requested number of NMA Units beginning in year 6 and continue through year 10 after the effective date of this Agreement at the maximum rate of 98 Units per year, for which SPAR shall pay the value per Unit specified below.

iii.  

The value of each New Company Unit owned by NMA for such purchase shall be equal to product of 0.001 times three (3) times the average EBITDA for the previous 2 years in which the Units are tendered in each applicable year presented for repurchase.

iv.  

The factor of "0.001" in clause (iii) and the 98 Unit per year maximum in clause (ii) are based on the original issuance of 1000 Units by the New Company and shall be adjusted for any Unit dividend, split or similar Unit adjustment (but not for purchases pursuant to items 1, 2 or 3 of this provision).

Contributions of NMA:

a.  

The Business Assets being transferred to the New Company by NMA as of the Effective Date include its current client contracts ("Contracts") as specified in Exhibit D.  NMA and SPAR shall agree on a transition plan with regard to the formal assignment of the Business Assets to the New Company, such transition plan is also documented in Exhibit D. As of the Closing and during such transition period NMA agrees and undertakes to transfer the revenue of the Business Assets that are not yet transferred to New Company by way of legally acceptable invoicing.

b.  

The Business Personnel being transferred to the New Company as of the Effective Date consist of its current employees involved with In-Store Merchandising business and are listed in Exhibit E. These Business Personnel will be transferred to New Company free and clear of any Government/employee claims for benefits (including but not limited to accrued but not paid severance expense).

c.  

NMA shall arrange to supply offices and facilities, staff service for general affairs and finance, and intra company network services, commencing as of the Effective Date, which are determined, at NMA's sole discretion, necessary for the operation of New Company.

Consideration from SPAR:

a.  

US$400,000 on the Closing Date;

b.  

SPAR Common Stock on the Closing Date having a value of US$165,000 based on the straight average closing stock price for the 20 trading days preceding the Closing Date, which shares will not be registered under any securities law or subject to any registration rights; and

c.  

US$200,000 on January 2, 2013.

SPAR License Agreement (if any)

As soon as possible after Closing Date, NMA shall join with the New Company in sending out notices, in a form to be agreed upon, to persons who have had dealings with NMA in connection with their merchandising and demonstration businesses, informing them of the incorporation of the New Company and the transfer of Business Assets to the New Company.

NMA, shall, where the approval, consent or agreement of a third party is not required to either (i) assign the benefit of any Contract to the New Company or (ii) transfer the whole of any Contract to the New Company, will assign to the New Company their rights, title, interest and benefit in or under each such Contract;

NMA, shall, where the approval, consent or agreement of a third party is required to either (i) assign the benefit of any Contract to the New Company or (ii) transfer the whole of any Contract to the New Company, at its own expense, use all reasonable endeavors to obtain that approval, consent or agreement.

It is estimated that New Company will require US$400,000.00 in initial working capital, and both NMA and SPAR shall contribute these funds from time to time as and when needed in the form of loans to New Company in proportion to the number of Units in New Company they respectively own.

Starting in 2013 through 2015, an Incentive Consulting Fee ("Cumulative Earn-out") calculated at 50% of New Company's EBITDA that is in excess of the Base annual EBITDA (US$500,000). The maximum value of the Cumulative Earn-out will be US$600,000.  The Cumulative Earn-out will be calculated by New Company's outside Audit Firm based on the yearend audit reports as follows:

a.  

2013- max Cumulative Earn-out shall be US$200,000;

b.  

2014- max Cumulative Earn-out shall be US$400,000; and

c.  

2015- max Cumulative Earn-out Shall be US$600,000.

NMA shall arrange to supply offices and facilities, staff service for general affairs and finance, and intra company network services, which are determined, at NMA's sole discretion, necessary for the operation of New Company.

[back office and administrative expenses to be discussed]

If either party transfers all of its Units in the New Company to the other party hereto in accordance with Article 25 hereof and no assignee has become a party hereto, this Agreement shall terminate.  If either party transfers its Units in the New Company to another party, unless expressly agreed by the non-transferring party in writing (which agreement shall not be unreasonably conditioned, delayed or withheld in the case of a transfer to an affiliate of the transferee), this Agreement shall be assigned to and binding upon such third party, provided that the assigning party shall remain fully bound by this Agreement to the extent it retains any Units in the New Company, and if it does not retain any Units, fully liable for all legal acts with respect to this Agreement or the New Company occurred before the last such assignment has been registered on the books of the New Company.

Either party not in breach of this Agreement may terminate this Agreement by written notice to the other party if any breach shall not have been corrected by the other party in breach within ninety (90) days after written notice is given by such party not in breach complaining of such breach.

Either party may terminate this Agreement by giving notice in the event of one or more of the following:

a.  

Appointment of a trustee or receiver for all or any part of the assets of the other party;

b.  

Insolvency or bankruptcy of the other party;

c.  

Assignment of the other party for the benefit of creditor;

d.  

Attachment of the assets of the other party;

e.  

Expropriation of the business or assets of the other party; and

f.  

Dissolution or liquidation of the other party.

In case of the termination of this Agreement pursuant to Article 35.2 or Article 35.3, the party terminating in accordance with this Agreement shall have an option to purchase the New Company Units held by the other party at the book value to be decided by a recognized accounting firm that is not the principal accounting firm of either party, if either party so requests, or to have the New Company dissolved.

Upon termination of this Agreement or SPAR's ceasing to hold at least 51% of the Units in New Company, the License Agreement shall terminate immediately if still in effect, unless otherwise agreed in writing by the parties.

(a)  

Any unresolved dispute or controversy with respect to this Agreement other than any Arbitration Exclusion shall be settled exclusively by arbitration conducted by the American Arbitration Association (including any successor, "AAA") in accordance with the AAA's Commercial Arbitration Rules then in effect ("AAA Rules") and held in Atlanta, Georgia, or such other place as the parties may mutually agree.  However, no party shall be required to arbitrate any Arbitration Exclusion, and any party may pursue any Arbitration Exclusion through any action, suit, proceeding or other effort independent and irrespective of any pending or possible arbitration.  "Arbitration Exclusion" shall mean any injunctive or similar equitable relief, any defense or other indemnification by the other party, the scope or applicability of this arbitration provision, any enforcement of any arbitration or court award or judgment in any jurisdiction or any appeal of any lower court or arbitration decision sought by a party, and at the option of such seeking party, any damages or other applicable legal or equitable relief reasonably related to any of the forgoing exclusions.  In any arbitration, no party will raise, and each party hereby expressly and irrevocably waives, any objection or defense to such state or county as an inconvenient forum.  To commence an arbitration, the aggrieved party shall submit an arbitration notice (including a copy of this Agreement and a reasonable description of its claims) to the AAA at its headquarters in New York, New York, and request a list of qualified arbitrators.  The parties agree that each arbitrator must have significant experience and knowledge in the applicable field of endeavor and (to the extent applicable) in the accounting field and with GAAP.  Unless the parties agree in writing to a single arbitrator prior to selection and a mechanism for his or her selection, three arbitrators shall be chosen by the parties from the list submitted by the AAA within ten business days of receiving such list (or any subsequent list if applicable).  Either party may object to any proposed arbitrator that does not reasonably appear to have the required experience and knowledge or does not reasonably appear to be a disinterested, unrelated third party.  If the parties cannot agree on the three arbitrators, each party shall select a single arbitrator from the AAA's list with such qualifications and the two arbitrators so selected by the parties shall select the third arbitrator with such qualifications in accordance with the AAA Rules.  The arbitration shall begin within 30 business days of such appointment unless another date and/or place is otherwise agreed upon in writing by the parties.

(b)  

The arbitrator(s) shall not have the authority to add to, detract from, or modify any provision of this Agreement.  The parties hereby instruct and direct the arbitrator to determine each claim or severable part thereof in accordance with the provisions of this Agreement (and GAAP to the extent required by this Agreement, except as otherwise provided herein), on the basis of supportable quantifiable calculations in the case of any accrual, reserve or other amount, and the arbitrator(s) shall not "split the difference" or use similar allocation methods.  No punitive, consequential or similar damages shall be awarded by the arbitrator(s).  Discovery will be strictly limited to documents of the parties specifically applicable to the claims, excluding, however, those items protected by attorney/client, accountant or other professional or work product privilege (which the parties hereby agree have not been waived by the parties hereto or other applicable persons).  No depositions, interrogatories or other prescreening of party or its Representatives or any expert witnesses will be permitted in any arbitration.  The arbitrator(s) shall render a decision and award within sixty (60) days after the commencement of the arbitration.  Such decision and award shall be in writing, shall be delivered to each party and shall be conclusive and binding on the parties.  Judgment on such decision and award may be entered and enforced in any court of competent jurisdiction, and no further arbitration shall be required.

(c)  

Notwithstanding the foregoing, in seeking injunctive or similar equitable relief, a party also shall be entitled (at its option) in the same or any related proceeding (whether or not any claim for equitable relief is sustained) to seek, obtain or enforce any and all related damages or other legal relief permitted by this Agreement or applicable law, without, however, limiting the right of such party in its discretion to voluntarily bring a claim for such damages and legal relief in arbitration as provided above.

(d)  

The parties each hereby consents and agrees that the applicable state and federal courts  sitting in Atlanta, Georgia, each shall have non-exclusive personal jurisdiction and proper venue with respect to any dispute between the parties under or related to this Agreement other than matters to be decided by arbitration; provided that the foregoing consent shall not deprive any party of the right to voluntarily commence or participate in any proceeding in any other location in any court having jurisdiction, the right to appeal the decision of any such court to a proper appellate court located elsewhere or the right of any party in its sole and absolute discretion to voluntarily commence or participate in any arbitration in accordance with this Agreement.  No party will raise, and each party hereby absolutely, unconditionally, irrevocably and expressly waives forever, any objection or defense in any such dispute to any such jurisdiction as an inconvenient forum.  Each party acknowledges and agrees that a final judgment in any such action, suit or proceeding shall be conclusive and binding upon such party and may be enforced against such party or any of its assets or properties in any other appropriate jurisdiction selected by the prevailing party (in its sole and absolute discretion) by an action, suit or proceeding in such other jurisdiction (and such enforcement shall not be subject to arbitration).  To the extent that it may be entitled to immunity (whether by reason of sovereignty or otherwise) from suit in any jurisdiction, from the jurisdiction of any court or from any other legal process, each party hereby absolutely, unconditionally, irrevocably and expressly waives forever such immunity.

(e)  

Except as otherwise provided in this Agreement, in any action, suit, proceeding or arbitration, each party shall pay (i) its own expenses in such matter, including the fees and disbursements of its own attorneys, and (ii) half of the fees and expenses of the AAA and the arbitrator(s) or court costs, as applicable, in each case irrespective of outcome.