EXHIBIT 10.3

                 [Letterhead of SPAR MARKETING SERVICES, INC.]

  MERCHANDISING * MARKETING INTELLIGENCE * DATABASE MARKETING * TELESERVICES *
                                   E-COMMERCE

                  SERVICES DEFINED BY THE RETURN THEY GENERATE


THIS IS COUNTERPART  NO. 1 OF 3 SERIALLY  NUMBERED  COUNTERPARTS.  TO THE EXTENT
THAT THIS DOCUMENT  CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM COMMERCIAL CODE,
NO SECURITY  INTEREST IN THIS  DOCUMENT MAY BE CREATED  THROUGH THE TRANSFER AND
POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.

             AMENDED AND RESTATED EQUIPMENT LEASING SCHEDULE NO. 003
                          Dated: as of January 31, 2005
                                (this "Schedule")
                           Incorporating by Reference
             Master Lease Agreement dated as of November 1, 2004
                                     between
                   SPAR Marketing Services, Inc., as "Lessor",
                                       and
                     SPAR Marketing Force, Inc., as "Lessee"
          (as the same may be supplemented or amended from time to time
             in the manner provided therein the "Master Agreement")

THE PARTIES HERETO HAVE ENTERED INTO THIS AMENDED AND RESTATED EQUIPMENT LEASING
SCHEDULE  NO. 003 IN ORDER TO REFLECT  THE  CORRECT  LOWER LEASE RATE FACTOR AND
MONTHLY RENTAL PAYMENT AMOUNTS AND TO AMEND,  RESTATE AND COMPLETELY REPLACE THE
EXISTING  EQUIPMENT  LEASING  SCHEDULE NO. 003 BY AND BETWEEN  LESSOR AND LESSEE
DATED AS OF JANUARY 31, 2005.

LESSEE AGREES TO LEASE THE HEREIN DESCRIBED EQUIPMENT FROM LESSOR, AND LESSOR BY
ACCEPTANCE  OF THIS  SCHEDULE,  AGREES TO LEASE THE  EQUIPMENT  TO LESSEE ON THE
TERMS AND  CONDITIONS  SET FORTH IN THIS  SCHEDULE,  WHICH  HEREBY  INCORPORATES
HEREIN BY REFERENCE ALL OF THE TERMS AND PROVISIONS OF THE MASTER AGREEMENT WITH
THE SAME FORCE AND EFFECT AS THOUGH FULLY SET FORTH HEREIN.



Rental Commencement  Date:  1/31/05

        Purchased From:                                                Cost
        ---------------                                                ----
        SSE Products, Inc.
        d/b/a SSE Technologies/Insight

        105 Handheld Computers Series
        9550 50% payment, invoice                                   $83,813.63
        #63718 Modems and cords                                       11957.83
        Cables                                                          918.44
                                                                    ----------
                                                                    $96,689.90

Term:                               36 Months
Lease Rate Factor:                  2.83%
Monthly Rental Payment:             $2,736.32
Good Faith Deposit Amount:



               USING TOMORROW'S TOOLS TO SOLVE TODAY'S CHALLENGES
--------------------------------------------------------------------------------
                 SPAR MARKETING SERVICES, INC. CORPORATE OFFICE
                  * 580 WHITE PLAINS ROAD *TARRYTOWN, NY 10591
                    Phone 914-332-4100 * Fax 914-332-0741 *
            Email: servingyou@sparinc.com * Website: www.sparinc.com

<PAGE>
                 [Letterhead of SPAR MARKETING SERVICES, INC.]

  MERCHANDISING * MARKETING INTELLIGENCE * DATABASE MARKETING * TELESERVICES *
                                   E-COMMERCE

                  SERVICES DEFINED BY THE RETURN THEY GENERATE


THIS  SCHEDULE,  TOGETHER  WITH THE  MASTER  AGREEMENT  AND THE OTHER  DOCUMENTS
REFERRED  TO HEREIN AND  THEREIN  AND/OR  EXECUTED  IN  CONNECTION  HEREWITH  OR
THEREWITH,  CONSTITUTE THE ENTIRE AGREEMENT  BETWEEN LESSOR AND LESSEE AS TO THE
LEASING  OF THE  EQUIPMENT.  LESSEE  ACKNOWLEDGES  THAT  ON OR  BEFORE  LESSEE'S
EXECUTION AND DELIVERY OF THIS SCHEDULE IT RECEIVED A COPY OF THE PURCHASE ORDER
AND OTHER  PURCHASE  CONTRACTS  EVIDENCING  THE  ACQUISITION OF THE EQUIPMENT BY
LESSOR .

                                    BY   EXECUTION   OF   THIS   SCHEDULE,   THE
                                    UNDERSIGNED  CERTIFIES  THAT HE/SHE HAS READ
                                    THIS SCHEDULE, HAS EXECUTED AND ENTERED INTO
                                    THIS  SCHEDULE  ON BEHALF  OF LESSEE  AND IS
                                    DULY AUTHORIZED TO DO SO

LESSOR                                            LESSEE


/s/ Robert G. Brown                               /s/ Charles Cimitile
------------------------------                    ------------------------------
Robert G. Brown                                   Charles Cimitile
Chairman and Chief Executive Officer              Chief Financial Officer
SPAR Marketing Services, Inc.                     SPAR Marketing Force, Inc.




               USING TOMORROW'S TOOLS TO SOLVE TODAY'S CHALLENGES
--------------------------------------------------------------------------------
                 SPAR MARKETING SERVICES, INC. CORPORATE OFFICE
                  * 580 WHITE PLAINS ROAD *TARRYTOWN, NY 10591
                    Phone 914-332-4100 * Fax 914-332-0741 *
            Email: servingyou@sparinc.com * Website: www.sparinc.com