EXHIBIT 10.1

THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON
ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES  SECURITIES ACT OF
1933 (THE  "SECURITIES  ACT") OR APPLICABLE  STATE  SECURITIES  LAWS (THE "STATE
ACTS") AND SHALL NOT BE SOLD OR  TRANSFERRED  UNLESS SUCH SALE OR  TRANSFER  HAS
BEEN  REGISTERED  UNDER THE  SECURITIES ACT AND STATE ACTS, OR AN EXEMPTION FROM
THE  REGISTRATION  REQUIREMENTS IS AVAILABLE,  THE AVAILABILITY OF WHICH MUST BE
ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

                          COMMON STOCK PURCHASE WARRANT

WARRANT NO.___________                                  NUMBER OF SHARES:_______


                        SPARTA COMMERCIAL SERVICES, INC.
                     COMMON STOCK, PAR VALUE $.001 PER SHARE
                   VOID AFTER 5:00 P.M. EASTERN STANDARD TIME
                              ON OCTOBER ____, 2008

      This  Warrant  is issued  to  ____________________________  ("Holder")  by
Sparta Commercial  Services,  Inc., a Nevada  corporation  (hereinafter with its
successors called the "Company").

      For value received and subject to the terms and conditions hereinafter set
out,  Holder is entitled to  purchase  from the Company at a purchase  price per
share of $0.80,  _________ fully paid and nonassessable  shares of common stock,
par value $.001 per share ("Common Shares") of the Company.  Such purchase price
per Common Share,  adjusted from time to time as provided herein, is referred to
as the "Purchase Price."

      1. The  Holder  may  exercise  this  Warrant,  in  whole or in part,  upon
surrender of this Warrant,  with the exercise form annexed hereto duly executed,
at the office of the Company,  or such other office as the Company  shall notify
the Holder in writing, together with a certified or bank cashier's check payable
to the order of the Company in the amount of the Purchase Price times the number
of Common Shares being purchased.

      2.  The  person  or  persons  in  whose  name  or  names  any  certificate
representing  Common Shares is issued  hereunder  shall be deemed to have become
the holder of record of the Common Shares represented thereby as of the close of
business on the date on which this  Warrant is  exercised  with  respect to such
shares,  whether or not the transfer books of the Company shall be closed. Until
such time as this Warrant is exercised or terminates, the Purchase Price payable
and the number and  character  of  securities  issuable  upon  exercise  of this
Warrant are subject to adjustment as hereinafter provided.


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<PAGE>

      3. Unless  previously  exercised,  this Warrant  shall expire at 5:00 p.m.
Eastern Standard Time, on OCTOBER ____, 2008 and shall be void thereafter or can
be extended at the Company's discretion ("Expiration Date").

      Notwithstanding  the  foregoing,  the Company shall have the right to call
the  Warrant  after a period of one year from the date of issuance at a price of
$.05 per share.

      4.  The  Company  covenants  that it will at all  times  reserve  and keep
available a number of its  authorized  Common  Shares,  free from all preemptive
rights,  which will be sufficient  to permit the exercise of this  Warrant.  The
Company  further  covenants  that such  shares as may be issued  pursuant to the
exercise of this Warrant will, upon issuance,  be duly and validly issued, fully
paid and nonassessable and free from all taxes, liens, and charges.

      5. If the Company subdivides its outstanding Common Shares, by split-up or
otherwise,  or combines its outstanding  Common Shares,  the Purchase Price then
applicable to shares covered by this Warrant shall forthwith be  proportionately
decreased in the case of a subdivision, or proportionately increased in the case
of a combination.

      6. If (a) the Company  reorganizes its capital,  reclassifies  its capital
stock,  consolidates or merges with or into another corporation (but only if the
Company is not the  surviving  corporation  and no longer has more than a single
shareholder) or sells,  transfers or otherwise  disposes of all or substantially
all its property,  assets, or business to another corporation,  and (b) pursuant
to the terms of such reorganization, reclassification, merger, consolidation, or
disposition  of assets,  shares of common  stock of the  successor  or acquiring
corporation,  or any cash,  shares of stock, or other  securities or property of
any nature  whatsoever  (including  warrants or other  subscription  or purchase
rights) in addition to or in lieu of common stock of the  successor or acquiring
corporation  ("Other  Property"),  are to be received by or  distributed  to the
holders of Common  Shares,  then (c) Holder shall have the right  thereafter  to
receive,  upon  exercise  of this  Warrant,  the same number of shares of common
stock of the successor or acquiring  corporation  and Other Property  receivable
upon  such   reorganization,   reclassification,   merger,   consolidation,   or
disposition  of assets as a holder of the number of Common Shares for which this
Warrant is  exercisable  immediately  prior to such  event.  At the time of such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets,  the successor or acquiring  corporation  shall expressly assume the due
and punctual observance and performance of each and every covenant and condition
of  this  Warrant  to be  performed  and  observed  by the  Company  and all the
obligations and liabilities  hereunder,  subject to such modifications as may be
deemed appropriate (as determined by resolution of the Board of Directors of the
Company)  in order to adjust  the  number of shares of the  common  stock of the
successor or acquiring  corporation for which this Warrant is  exercisable.  For
purposes  of  this  section,   "common  stock  of  the  successor  or  acquiring
corporation"  shall include stock of such  corporation of any class which is not
preferred  as to  dividends  or  assets  over any  other  class of stock of such
corporation  and which is not subject to  redemption  and shall also include any
evidences  of  indebtedness,  shares of  stock,  or other  securities  which are
convertible into or exchangeable for any such stock,  either immediately or upon
the arrival of a specified  date or the  happening of a specified  event and any
warrants  or other  rights to  subscribe  for or purchase  any such  stock.  The
foregoing  provisions  of this  section  shall  similarly  apply  to  successive
reorganizations,  reclassifications,  mergers, consolidations, or disposition of
assets.


                                       2
<PAGE>

      7. If a voluntary or involuntary dissolution, liquidation or winding up of
the Company  (other than in  connection  with a merger or  consolidation  of the
Company) is at any time proposed  during the term of this  Warrant,  the Company
shall give written notice to the Holder at least thirty days prior to the record
date of the  proposed  transaction.  The notice shall  contain:  (1) the date on
which the  transaction  is to take place;  (2) the record date (which must be at
least  thirty  days after the giving of the  notice) as of which  holders of the
Common Shares entitled to receive  distributions  as a result of the transaction
shall be determined;  (3) a brief  description of the  transaction;  (4) a brief
description  of the  distributions,  if any, to be made to holders of the Common
Shares as a result of the  transaction;  and (5) an  estimate of the fair market
value of the  distributions.  On the  date of the  transaction,  if it  actually
occurs, this Warrant and all rights existing under this Warrant shall terminate.

      8. In no event shall any fractional  Common Share of the Company be issued
upon any  exercise  of this  Warrant.  If, upon  exercise of this  Warrant as an
entirety, the Holder would, except as provided in this Section 8, be entitled to
receive a fractional  Common Share, then the Company shall issue the next higher
number  of full  Common  Shares,  issuing  a full  share  with  respect  to such
fractional  share.  If this  Warrant is  exercised at one time for less than the
maximum  number of Common  Shares  purchasable  upon the  exercise  hereof,  the
Company  shall  issue  to the  Holder  a new  warrant  of like  tenor  and  date
representing  the number of Common  Shares equal to the  difference  between the
number of shares  purchasable  upon full exercise of this Warrant and the number
of shares that were purchased upon the exercise of this Warrant.

      9. No  adjustments  in the  Purchase  Price shall be required  unless such
adjustment  would require an increase or decrease of at least five cents in such
price,  provided however, that any adjustments which by reason of this Section 9
are not  required to be made shall be carried  forward and taken into account in
any subsequent adjustment.

      10.  Whenever the  Purchase  Price is adjusted,  as herein  provided,  the
Company shall  promptly  deliver to the Holder a  certificate  setting forth the
Purchase Price after such  adjustment and setting forth a brief statement of the
facts requiring such adjustment.

      11. If at any time prior to the  expiration  or exercise of this  Warrant,
the  Company  shall pay any  dividend or make any  distribution  upon its Common
Shares or shall make any  subdivision or combination  of, or other change in its
Common Shares, the Company shall cause notice thereof to be mailed, first class,
postage  prepaid,  to Holder at least  thirty  full  business  days prior to the
record  date  set for  determining  the  holders  of  Common  Shares  who  shall
participate in such dividend,  distribution,  subdivision,  combination or other
change.  Such notice shall also  specify the record date as of which  holders of
Common Shares who shall  participate in such dividend or  distribution  is to be
determined. Failure to give such notice, or any defect therein, shall not affect
the legality or validity of any dividend or distribution.


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<PAGE>

      12.  The  Company  will  maintain  a  register  containing  the  names and
addresses of the Holder and any assignees of this Warrant. Holder may change its
address  as shown on the  warrant  register  by  written  notice to the  Company
requesting  such  change.  Any  notice  or  written  communication  required  or
permitted to be given to the Holder may be  delivered by confirmed  facsimile or
telecopy  or by a  recognized  overnight  courier,  addressed  to  Holder at the
address shown on the warrant register.

      13. This Warrant has not been registered under the Securities Act of 1933,
as amended (the  "Securities  Act"), or any state securities laws ("State Acts")
or  regulations  in reliance  upon  exemptions  under the  Securities  Act,  and
exemptions  under the State Acts.  Subject to compliance with the Securities Act
and State Acts, this Warrant and all rights  hereunder are transferable in whole
or in part,  at the office of the Company at which this Warrant is  exercisable,
upon  surrender of this Warrant  together with the  assignment  hereof  properly
endorsed.

      14. In case this Warrant shall be mutilated,  lost,  stolen, or destroyed,
the Company may issue a new warrant of like tenor and  denomination  and deliver
the  same  (a)  in  exchange  and   substitution  for  and  upon  surrender  and
cancellation  of any  mutilated  Warrant,  or (b) in lieu of any  Warrant  lost,
stolen,  or destroyed,  upon receipt of evidence  satisfactory to the Company of
the loss, theft or destruction of such Warrant (including a reasonably  detailed
affidavit with respect to the  circumstances of any loss, theft, or destruction)
and of indemnity with sufficient surety satisfactory to the Company.

      15. Unless a current  registration  statement  under the  Securities  Act,
shall be in effect with respect to the  securities to be issued upon exercise of
this Warrant, the Holder, by accepting this Warrant,  covenants and agrees that,
at the time of  exercise  hereof,  and at the time of any  proposed  transfer of
securities acquired upon exercise hereof, the Company may require Holder to make
such  representations,  and may place such legends on certificates  representing
the Common Shares  issuable upon exercise of this Warrant,  as may be reasonably
required in the  opinion of counsel to the Company to permit such Common  Shares
to be issued without such registration.

      16.  This  Warrant  does not  entitle  Holder  to any of the  rights  of a
stockholder of the Company.

      17.  Nothing  expressed in this  Agreement and nothing that may be implied
from any of the provisions hereof is intended, or shall be construed,  to confer
upon,  or give to, any  person or  corporation  other  than the  parties to this
Agreement any covenant, condition,  stipulation, promise, or agreement contained
herein,  and all covenants,  conditions,  stipulations,  promises and agreements
contained  herein  shall be for the sole and  exclusive  benefit of the  parties
hereto and their respective successors and assigns.

      18.  The  provisions  and  terms of this  Warrant  shall be  construed  in
accordance with the laws of the State of New York.


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<PAGE>

      IN WITNESS WHEREOF,  this Warrant has been duly executed by the Company as
of the _____ day of October, 2005.

                                                SPARTA COMMERCIAL SERVICES, INC.


                                                By:_____________________________
                                                   Anthony L. Havens
                                                   Chief Executive Officer,
                                                   President and Chairman

HOLDER:


-------------------------------


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<PAGE>

                                FORM OF EXERCISE


                                                      Date: ____________________


To:   SPARTA COMMERCIAL SERVICES, INC.


      The  undersigned  hereby  subscribes for _______ shares of common stock of
Sparta  Commercial  Services,  Inc.  covered by this Warrant and hereby delivers
$___________ in full payment of the purchase price thereof.  The  certificate(s)
for such shares should be issued in the name of the  undersigned or as otherwise
indicated below:


                                             -----------------------------------
                                             Signature:


                                             -----------------------------------
                                             Printed Name


                                             -----------------------------------
                                             Name for Registration, if different


                                             -----------------------------------
                                             Street Address


                                             -----------------------------------
                                             City, State and Zip Code


                                             -----------------------------------
                                             Social Security Number


<PAGE>

                                   ASSIGNMENT


      For Value Received,  the undersigned  hereby sells,  assigns and transfers
unto the  assignee(s) set forth below the within Warrant  certificate,  together
with all right, title and interest therein,  and hereby irrevocably  constitutes
and appoints ___________________________________  attorney, to transfer the said
Warrant on the books of the  within-named  Company with respect to the number of
Common Shares set forth below, with full power of substitution in the premises.

                  Social Security or
                  other Identifying
Name(s) of        Number(s) of                             No. of
Assignee(s)       Assignee(s)               Address        Shares
-----------       ------------------        -------        ------




Dated:______________________________


                                             -----------------------------------
                                             Signature

                                             NOTICE:  THE   SIGNATURE   TO  THIS
                                             ASSIGNMENT   MUST   CORRESPOND WITH
                                             THE NAME AS WRITTEN UPON  THE  FACE
                                             OF THE WARRANT IN EVERY PARTICULAR,
                                             WITHOUT  ALTERATION OR ENLARGEMENT,
                                             OR ANY CHANGE WHATSOEVER.


                                             -----------------------------------
                                             Print Name and Title