EXHIBIT
      10.16




**INVESTOR
      RELATIONS AGREEMENT**




This
      Agreement is made as of this 11th day of April 2006, by and between Sparta
      Commercial Services, Inc. (the “Company”), a corporation duly organized and
      existing under the laws of the State of Nevada, having its principal place
      of
      business at 462 Seventh Avenue, 20 th Floor,
      New York, New York 10018 and American Capital Ventures, Inc. (the “Consultant”),
      a corporation duly organized and existing under the laws of the State of
      Florida, with offices at 2875 N.E. 191 st Street,
      Suite 904, Aventura, Florida 33180.




**WHEREAS** ,
      the
      Company is a public company specializing in consumer finance engaged primarily
      in the origination of lease and retail installment sales to the power sports
      industry in the United States;




**WHEREAS** ,
      the
      Consultant is experienced in providing consulting and investor relations advice
      to publicly-traded companies and;




**WHEREAS** ,
      the
      Company wishes to retain the services of the Consultant on a non-exclusive
      basis **** on
      the
      following terms and conditions:




1.  The
      Company hereby retains the services of the Consultant for a period of 36 months.
      Either party may terminate this Agreement with (30) days written
      notice.




2.  In
      exchange for the Consulting Services (as that term is defined below) rendered
      during the Initial Term (thirty six months), the Consultant shall receive a
      fee
      of three million fifty thousand shares (3,050,000 shares) of the Company’s
      common stock. The shares shall be payable as follows: 550,000 shares upon the
      execution of this agreement and, unless earlier terminated pursuant to Section
      1
      above, 2,500,000 shares over the term of the agreement starting on April 11,
      2006. Months one through thirty four payments shall be 69,500 shares and months
      thirty five and thirty six shall be 68,500 shares. The Consultant shall also
      be
      reimbursed actual reasonable travel and other out of pocket expenses and are
      due
      payable within (15) days of the Company’s receipt of the subject bill(s). All
      travel must be pre approved by the Company in advance. The cancellation and
      termination of this Agreement shall not impact the rights of the parties as
      set
      forth in any other agreements the Consultant and the Company have executed
      or
      may execute in the future, said agreements shall remain in full force and
      effect.




3.  The
      Company agrees to include in their next registration statement the underlying
      common stock issued pursuant to this Agreement. The Company shall bear all
      fees
      and expenses incurred by the Company in connection with the preparation and
      filing of such registration statement(s). In the event of such proposed
      registration(s), the Company shall furnish to the Consultant with no less than
      (i) thirty (30) days written notice prior to the proposed date of filing of
      such
      registration statement, or (ii) fifteen (15) days written notice prior to the
      proposed filing date of any amendment to an existing registration statement.
      The
      Consultant shall exercise the “piggy-back” rights provided for herein by giving
      written notice, within ten (10) days of receipt of the Company’s notice of its
      intention to file a registration statement. The Company must keep any
      registration statement current for nine (9) months.




4.  The
      Consultant shall utilize its best efforts to provide the following services
      to
      the Company: (a) assist the Company in making presentations to interested
      brokerage firms, hedge funds and institutional investors that buy and follow
      finance businesses (b) coordinate meetings with analysts to cover the Company’s
      stock and help disseminate the Company’s investment profile to these analysts,
      as well as brokerage firms, hedge fund managers and institutional investors
      through a variety of electronic and manual sources, (c) a review of public
      relations and marketing materials that have been, or may be, distributed to
      the
      U.S. financial community and make appropriate suggestions as to how these
      materials can or should be changed, (d) advise the Company on symposium
      presentations, as well as investor




conferences,
      (e) assist the Company through Consultant’s existing and future relationships in
      areas relating to future financings, mergers, acquisitions and potential
      buyouts; the parties agree that any such transaction will be subject to a
      separate fee agreement between the parties and limited to transactions generated
      by the Consultant, excluding any transactions generated by other parties for
      which the Consultant will not be entitled to compensation, (f) at the
      appropriate time, have the Company deliver presentations to the staff of the
      Consultant, as well as the offices of other brokerage firms with whom the
      Consultant maintains a relationship, and (g) through media contacts, attempt
      to
      initiate interviews for the Company on news shows such as CNBC, CNN and
      Bloomberg. The services referred to in this paragraph shall be known as the
      “Consulting Services.”




5.  The
      Consultant shall be an independent contractor and shall have no right or
      authority to assume or create any obligations or responsibility, express or
      implied, on behalf of or in the name of the Company, unless specifically
      authorized in writing by the Company. No provision of this Agreement shall
      be
      construed to preclude the Consultant, or any officer, director, agent,
      assistant, affiliate or employee of the Consultant from engaging in any activity
      whatsoever, including, without limitation receiving compensation for managing
      investments, or acting as an advisor, broker or dealer to, or participate in,
      any corporation, partnership, trust or other business entity or from receiving
      compensation or profit therefore. The Consultant shall have no obligation to
      present any business combination to the Company and shall incur no liability
      for
      its failure to do so.




6.  The
      Consultant (including any person or entity acting for or on behalf of the
      Consultant) shall not be liable for any mistakes of fact, errors of judgment,
      for losses sustained by the Company or any subsidiary or for any acts or
      omissions of any kind, unless caused by the gross negligence or intentional
      misconduct of the Consultant or any person or entity acting for or on behalf
      of
      the Consultant.




7.  During
      the term of this Agreement, the Company may provide the Consultant information
      which is not available to the general public (“Confidential Information”). As
      used herein, “Confidential and Information” means all data, reports, marketing
      materials, interpretations, forecasts and records containing or otherwise
      reflecting information concerning the Company, its affiliates and subsidiaries
      which is not available to the general public and which shall be provided to
      the
      Consultant in the course of its dealings with the Company, together with
      analyses, compilations, studies or other documents, whether prepared by the
      Consultant or others, which contain or otherwise reflect such information.
      The
      Consultant acknowledges that the Company is a publicly traded company.  As
      such, the Consultant agrees not to use any Confidential Information in
      connection with the purchase or sale of the securities of the Company in
      violation of United States securities laws.




8.  The
      Consultant agrees to hold confidential and to cause its employees, officers,
      directors, agents, representatives and professional advisors (collectively
      “Representatives”) to hold confidential all Confidential Information. Except as
      hereinafter provided, or as required by law or judicial or regulatory process,
      without the prior written consent of the Company, none of the Confidential
      Information will be disclosed by the Consultant or its Representatives, in
      any
      manner whatsoever, in whole or in part. The Consultant agrees to disclose
      Confidential Information only to its Representatives who need to know the
      Confidential Information.




9.  The
      Company agrees
      to
      indemnify, defend and hold the Consultant harmless from and against any and
      all
      losses, claims, damages, expenses or liabilities (including reasonable
      attorneys' fees) to which the Consultant may become subject arising in any
      way
      out of the proper performance of the Consultants duties or relating to
      Non-Confidential information, representations, reports or data we have furnished
      to the Consultant. Notwithstanding
      the foregoing, the Company shall not be liable for indemnity under this
      Agreement in respect to any loss, claim, damage, liability or expense arising
      from Consultant’s misconduct in performing the services


described
      above. The
      Consultant agrees to indemnify the Company and hold the Company harmless against
      any losses, claims, damages or liabilities (including reasonable attorney’s
      fees), joint or several, to which the Company may become subject in connection
      with the Consultants willful misfeasance, negligence or misconduct in connection
      with the performance of the service or matters which are the subject of this
      Agreement. The provisions of this paragraph shall indefinitely survive the
      period of this agreement.




10.  This
      Agreement shall be binding upon the Company and the Consultant and their
      respective successors and assigns. This Agreement may not be assigned by the
      Consultant, without the Company’s consent.




11.  If
      any
      provision or provisions of this Agreement shall be held to be invalid, illegal
      or unenforceable for any reason whatsoever; (i) the validity, legality and
      enforceability of the remaining provisions of this Agreement (including, without
      limitation, each portion of any section of this Agreement containing any such
      provision held to be invalid, illegal or unenforceable) shall not in any way
      be
      affected or impaired thereby; and (ii) to the fullest extent possible, the
      provisions of this Agreement (including, without limitation, each portion of
      any
      section of this Agreement containing any such provision held to be invalid,
      illegal or unenforceable) shall be construed so as to give effect to the intent
      manifested by the provision held, invalid illegal or unenforceable.




12.  No
      supplement, modification or amendment of this Agreement shall be binding unless
      executed in writing by both parties hereto. No waiver of any other provisions
      hereof (whether or not similar) shall be binding unless executed in writing
      by
      both parties hereto nor shall such waiver constitute a continuing
      waiver.




13.  This
      Agreement may be executed in one or more counterparts, each of which shall
      for
      all purposes be deemed to be an original but all of which shall constitute
      one
      and the same Agreement.




14.  This
      Agreement shall be governed by the laws of the State of Florida. The parties
      agree that, should any dispute arise in the administration of this Agreement,
      the dispute shall be resolved through arbitration under the rules of the
      American Arbitration Association, with its location in Miami,
      Florida.




15.  This
      Agreement contains the entire agreement between the parties with respect to
      the
      services to be provided to the Company by the Consultant and supersedes any
      and
      all prior understandings, agreement or correspondence between the
      parties.




IN
      WITNESS WHEREOF, the Company and the Consultant have caused this Agreement
      to be
      signed by their duly authorized representatives as of the day and year first
      above written.




Sparta
                Commercial Services, Inc.
            
            American
                Capital Ventures, Inc.By:/s/
                A.L. Havens
            
            By:/s/
                Howard GostfrandName:
                Anthony Havens
            
            Name:
                Howard GostfrandTitle:
                President
            
            Title:
                President