EXHIBIT
      10.1

    


    NEITHER
      THIS DEBENTURE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF
      THIS
      DEBENTURE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS
      AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND NEITHER
      THIS DEBENTURE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF
      THIS
      DEBENTURE CAN BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED
      OF
      UNLESS THE REGISTRATION PROVISIONS OF SUCH ACT AND OF THE APPLICABLE STATE
      SECURITIES LAWS HAVE BEEN COMPLIED WITH OR
      COMPLIANCE WITH SUCH PROVISIONS IS NOT REQUIRED.

    


    CONVERTIBLE
      DEBENTURE

     

    
      	
              $150,000

            	
              September
                19, 2007

            


    

    


    FOR
      VALUE
      RECEIVED, SPARTA COMMERCIAL SERVICES, INC., a Nevada corporation
      (the "Company"), hereby promises to pay to the order of PETER HOGAN (the
"Holder")
      the principal amount of the principal sum of ONE HUNDRED FIFTY THOUSAND
DOLLARS
      ($150,000), together with interest accrued thereon from the date hereof at
      a
      rate equal
      to
      twelve percent (12%) per annum compounded monthly, in lawful currency of the
      United States
      of
      America.

    


    The
      following is a statement of the rights of the Holder and the terms and
      conditions to which
      this Debenture is subject, to which the Holder, by acceptance of this Debenture,
      agrees:

    


    1.PAYMENT.

    


    (a) The
      outstanding principal under this Debenture and the accrued interest thereon
      shall
      be
      due and payable the earlier of December 19, 2007 or upon the Company's closing
      of a bond
      financing with a minimum funding of $1,000,000 structured by Capital Resource
      Network, Inc.
      (the
      "Maturity Date").

    


    (b) All
      payments of principal and interest under this Debenture will be made to the
      Holder
      by
      wire transfer to the account most recently specified in writing by the Holder
      or
      by check
      sent by nationally recognized courier to the address of the Holder specified
      above or to such other address as may have been most recently specified in
      writing by the Holder.

    


    (c) Notwithstanding
      any provision contained herein, the total liability of the Company
      for payment of interest pursuant hereto shall not exceed the maximum amount
      of
      such interest
      permitted by law to be charged, collected or received from the Company, and
      if
      any payments by the Company include interest in excess of such a maximum amount,
      the Holder shall
      apply such excess to the reduction of the unpaid principal amount due pursuant
      hereto, or if none
      is
      due, such excess shall be refunded to the Company.

    


    2. CONVERSION
      UPON MATURITY OF DEBENTURE. The Holder shall have the option
      of
      converting the unpaid principal balance and any accrued but unpaid interest
      of
      this Debenture
      into shares of the Company's common stock (the "Common Stock") at the price
      per
share
      of
      ($0.0504) on or before the Maturity Date (the "Conversion Price"). The Company
      will, as soon as practicable thereafter, issue and deliver to the Holder a
      certificate or certificates for that
      number of shares of restricted Common Stock to which such Holder is entitled,
      bearing such legends
      as may be required by applicable state and federal securities laws. No
      fractional shares will
      be
      issued; in lieu of any fractional share to which the Holder would otherwise
      be
      entitled, the
      Company will pay the cash value of that fractional share to the Holder. Upon
      conversion of this Debenture as set forth in this Section 2, this Debenture
      shall be cancelled and the Company will
      be
      forever released from all of its obligations and liabilities
      hereunder.

    


    3. REGISTRATION
      RIGHTS. The Company hereby grants the following registration rights to the
      Holder:

    


    If
      the
      Company at any time proposes to register any of its securities under the
      Securities Act of 1933 (the "Act") for sale to the public, whether for its
      own
      account or for the account of other
      security holders or both, except with respect to registration statements on
      Forms S-4, S-8 or another
      form not available for registering the Registrable Securities for sale to the
      public, provided the Registrable Securities are not otherwise subject to an
      effective registration statement,
      the Company will give the Holder written notice ("Notice of Registration")
      to
      cause such Registrable Securities to be included with the securities to be
      covered by the registration statement
      proposed to be filed by the Company. In the event that any registration pursuant
      to this
      Section 3(a) shall be, in whole or in part, an underwritten public offering
      of
      Common Stock of
      the
      Company, the number of shares of Registrable Securities to be included in such
      an underwriting
      may be reduced by the managing underwriter if and to the extent that the Company
      and
      the
      underwriter shall reasonably be of the opinion that such inclusion would
      adversely affect the
      marketing of the securities to be sold by the Company therein; provided,
      however, that the Company
      shall notify the Holder in writing of any such reduction. "Registrable
      Securities" means
      the
      number of shares of the Company's Common Stock, issuable pursuant to Section
      2
hereto
      as
      well as the Commitment Shares and Penalty Shares as defined
      below.


    
      
         

      

      
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    4. REGISTRATION
      PROCEDURES. If
      and
      whenever the company is required by the provisions
      hereof to effect the registration of the Registrable Securities under the Act,
      the Company
      will:

    


    (a) prepare
      and file with the Securities and Exchange Commission (the "SEC") a registration
      statement with respect to such securities and use its best efforts to cause
      such
      registration statement to become and remain effective for the period of the
      distribution contemplated thereby (determined as herein provided), and promptly
      provide to the Holder copies
      of
      all filings and SEC letters of comment; prepare
      and file with the SEC such amendments and supplements to such registration
      statement and the prospectus used in connection therewith as may be necessary
      to
keep
      such
      registration statement effective until the earlier date of when: (i) all
      Registrable Securities have been sold or (ii) all Registrable Securities may
      be
      sold immediately without registration
      under the Securities Act and without volume restrictions pursuant to Rule
      144(k), as determined
      by the counsel to the Company pursuant to a written opinion letter to such
      effect, addressed and acceptable to the Company’s transfer agent and the
      affected Holders (the “Effectiveness Period");

    


    (c) furnish
      to the Holder such number of copies of the registration statement and the
prospectus
      included therein (including each preliminary prospectus) as the Holder
      reasonably may
      request to facilitate the public sale or disposition of the securities covered
      by such registration
      statement;

    


    (d) register
      or qualify the Holder's Registrable Securities covered by such registration
      statement under the securities or "blue sky" laws of such jurisdictions as
      the
      Holder's requests, provided,
      however, that the Company shall not for any such purpose be required to qualify
      generally
      to transact business as a foreign corporation in any jurisdiction where it
      is
      not so qualified
      or to consent to general service of process in any such
      jurisdiction;

    


    (e) list
      the
      Registrable Securities covered by such registration statement with any
securities
      exchange on which the Common Stock of the Company is then listed;

    


    (f) immediately
      notify the Holder at any time when a prospectus relating thereto is required
      to be delivered under the Act, of the happening of any event of which the
      Company has knowledge as a result of which the prospectus contained in such
      registration statement, as then in effect,
      includes an untrue statement of a material fact or omits to state a material
      fact required to be
      stated
      therein or necessary to make the statements therein not misleading in light
      of
      the circumstances
      then existing; and

    


    (g)
      make
      available for inspection by the Holder and any attorney, accountant or other
      agent
      retained by the Holder, all publicly-available, non-confidential financial
      and
      other records, pertinent
      corporate documents and properties of the Company, and cause the Company's
      officers, directors
      and employees to supply all publicly-available, non-confidential information
      reasonably requested by the attorney, accountant or agent of the
      Holder.


    
      
         

      

      
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    5.
       PROVISION
      OF DOCUMENTS. In connection with any registration pursuant to Section 3 hereof,
      the
      Holder will furnish to the Company in writing such information and representation
      letters with respect to itself and the proposed distribution by it as reasonably
      shall be
      necessary in order to assure compliance with federal and applicable state
      securities laws.

    


    6. REGISTRATION
      EXPENSES. All expenses incurred by the Company in complying with Section 4,
      including,
      without limitation, all registration and filing fees, printing expenses,
      fees and disbursements of counsel and independent public accountants for the
      Company,
      fees and expenses (including reasonable counsel fees) incurred in connection
      with complying
      with state securities or "blue sky" laws, fees of the NASD, transfer taxes,
      fees
      of transfer
      agents and registrars, fees of, and disbursements incurred by, and costs of
      insurance are called
      "Registration Expenses". All underwriting discounts and selling commissions
      applicable to
      the
      sale of Registrable Securities, including any fees and disbursements of any
      special counsel to
      the
      Holder beyond those included in Registration Expenses, are called "Selling
      Expenses." 

    


    The
      Company will pay all Registration Expenses. All Selling Expenses in connection
      with each registration statement under Section 3 shall be borne by the
      Holder.

    


    7. INDEMNIFICATION.

    


    (a) In
      the
      event of a registration of any Registrable Securities under the Act pursuant
      to
      Section 3, the Company will indemnify and hold harmless the Holder, and its
      officers, directors
      and each other person, if any, who controls the Holder within the meaning of
      the
      Act, against
      any losses, claims, damages or liabilities, joint or several, to which the
      Holder, or such persons
      may become subject under the Act or otherwise, insofar as such losses, claims,
      damages or
      liabilities (or actions in respect thereof) arise out of or are based upon
      any
      untrue statement or alleged
      untrue statement of any material fact contained in any registration statement
      under which such
      Registrable Securities were registered under the Act pursuant to Section 3,
      any
      preliminary prospectus
      or final prospectus contained therein, or any amendment or supplement thereof,
      or arise
      out
      of or are based upon the omission or alleged omission to state therein a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading, and will reimburse
      the Holder, and each such person for any reasonable legal or other expenses
      incurred by
      them
      in connection with investigating or defending any such loss, claim, damage,
      liability or action;
      provided, however, that the Company will not be liable in any such case if
      and
      to the extent that any such loss, claim, damage or liability arises out of
      or is
      based upon an untrue statement or alleged untrue statement or omission or
      alleged omission so made in conformity with
      information furnished by the Holder or any such person in writing specifically
      for use in any
      such
      document.

    


    (b) In
      the
      event of a registration of the Registrable Securities under the Act pursuant
      to
      Section 3, the Holder will indemnify and hold harmless the Company, and its
      officers, directors and each other person, if any, who controls the Company
      within the meaning of the Act, against all losses, claims, damages or
      liabilities, joint or several, to which the Company or such
      persons may become subject under the Act or otherwise, insofar as such losses,
      claims, damages
      or liabilities (or actions in respect thereof) arise out of or are based upon
      any untrue statement
      or alleged untrue statement of any material fact contained in the registration
      statement under
      which such Registrable Securities were registered under the Act pursuant to
      Section 3, any preliminary
      prospectus or final prospectus contained therein, or any amendment or supplement
      thereof,
      or arise out of or are based upon the omission or alleged omission to state
      therein a material
      fact required to be stated therein or necessary to make the statements therein
      not misleading,
      and will reimburse the Company and each such person for any reasonable legal
      or
      other expenses incurred by them in connection with investigating or defending
      any such loss, claim, damage, liability or action, provided, however, that
      the
      Holder will he liable in any such case
      if
      and only to the extent that any such loss, claim, damage or liability arises
      out
      of or is based
      upon an untrue statement or alleged untrue statement or omission or alleged
      omission so made in conformity with information furnished in writing to the
      Company by the Holder specifically for use in any such document.

    


    (c) Promptly
      after receipt by an indemnified party hereunder of notice of the commencement
      of any action, such indemnified party shall, if a claim in respect thereof
      is to
      be made
      against the indemnifying party hereunder, notify the indemnifying party in
      writing thereof, but
      the
      omission so to notify the indemnifying party shall not relieve it from any
      liability which it may have to such indemnified party other than under this
      Section 7(c) and shall only relieve it from
      any
      liability which it may have to such indemnified party under this Section 7(c)
      if
      and to the
      extent the indemnifying party is prejudiced by such omission. In case any such
      action shall be
      brought against any indemnified party and it shall notify the indemnifying
      party
      of the commencement
      thereof, the indemnifying party shall be entitled to participate in and, to
      the
extent
      it
      shall wish, to assume and undertake the defense thereof with counsel
      satisfactory to such
      indemnified party, and, after notice from the indemnifying party to such
      indemnified party of
      its
      election so to assume and undertake the defense thereof, the indemnifying party
      shall not be
      liable
      to such indemnified party under this Section 7(c) for any legal expenses
      subsequently incurred
      by such indemnified party in connection with the defense thereof; if the
      indemnified party
      retains its own counsel, then the indemnified party shall pay all fees, costs
      and expenses of such counsel, provided, however, that, if the defendants in
      any
      such action include both the indemnified
      party and the indemnifying party and the indemnified party shall have reasonably
      concluded
      that there may be reasonable defenses available to it which are different from
      or additional
      to those available to the indemnifying party or if the interests of the
      indemnified party reasonably
      may be deemed to conflict with the interests of the indemnifying party, the
      indemnified
      parties shall have the right to select one separate counsel and to assume such
      legal defenses and otherwise to participate in the defense of such action,
      with
      the reasonable expenses and
      fees
      of such separate counsel and other expenses related to such participation to
      be
reimbursed
      by the indemnifying party as incurred.


    
      
         

      

      
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    (d) In
      order
      to provide for just and equitable contribution in the event of
      joint
      liability under the Act in any case in which either (i) the Holder, or any
      controlling person of the Holder, makes a claim for indemnification pursuant
      to
      this Section 7 but it is judicially determined (by the entry of a final judgment
      or decree by a court of competent jurisdiction
      and the expiration of time to appeal or the denial of the last right of appeal)
      that such indemnification
      may not be enforced in such case notwithstanding the fact that this Section
      7
provides
      for indemnification in such case, or (ii) contribution under the Act may be
      required on the
      part
      of the Holder or controlling person of the Holder in circumstances for which
      indemnification
      is provided under this Section 7; then, and in each such case, the Company
      and
the
      Holder will contribute to the aggregate losses, claims, damages or liabilities
      to which they may
      be
      subject (after contribution from others) in such proportion so that the Holder
      is responsible
      only for the portion represented by the percentage that the public offering
      price of its securities
      offered by the registration statement bears to the public offering price of
      all
      securities offered
      by such registration statement, provided, however, that, in any such case,
      (A)
      the Holder will
      not
      be required to contribute any amount in excess of the public offering price
      of
      all such securities
      offered by it pursuant to such registration statement; and (B) no person or
      entity guilty of
      fraudulent misrepresentation (within the meaning of Section 10(f) of the Act)
      will be entitled to contribution from any person or entity who was not guilty
      of
      such fraudulent misrepresentation.

    


    8. LOAN
      COMMITMENT SHARES. The Company shall issue the Holder 100,000 shares of
      restricted common stock (the “Commitment Shares”) upon execution of this
      agreement.

    


    9. WAIVER.
      The company and all parties now of hereafter liable for the payment hereof,
      whether as endorser, guarantor, surety or otherwise, generally waive demand,
      presentment for payment, notice of dishonor, protest and notice of protest,
      diligence in collecting or bringing suit against any party hereto, and agree
      to
      all extensions,
      renewals, indulgences, releases or changes which from time to time may be
      granted by the Holder and to all partial payments hereon, with or
      without notice before or after maturity.

    


    10. ATTORNEYS'
      FEES. If this Debenture is collected by law or through an attorney for
collection
      or enforcement, the holder hereof shall be entitled to collect reasonable
      attorneys' fees and all costs of collection from the Company.

    


    11. PREPAYMENT.
      The Company and Holder acknowledge that the Company may prepay all or any
      portion of the outstanding principal amount and then accrued interest at any
      time prior to
      the
      Maturity Date without penalty.

    


    12. PENALTIES.
      If the Company has not redeemed the outstanding principal and accrued
interest
      of this Debenture in cash by the Maturity Date, Capital Resource Network, Inc.
      ("CRN") agrees
      to
      reimburse all fees paid by the Company to CRN directly to Holder within five
      (5)
      business days to be applied toward the outstanding principal balance of this
      Debenture. Additionally,
      for every 30 day period past the Maturity Date of which the principal balance
      and any
      accrued interest of this Debenture remain outstanding, the Company shall issue
      the Holder 100,000
      shares of the Company's restricted common stock to Investor (the "Penalty
      Shares").


    
      
         

      

      
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    12. GOVERNING
      LAW. This Debenture shall be construed according to and governed by the laws
      of
      the State of California. If any court of competent jurisdiction shall declare
      any of the terms
      of
      this Debenture invalid, such invalidity shall not affect any of the other terms
      hereof.

    


    13. AMENDMENT;
      ASSIGNMENT. No provision hereof shall be waived or amended except
      by
      an instrument in writing signed by the party against whom such waiver or
      amendment is
      sought. This Debenture is not transferable or assignable by either party without
      the other party's
      prior written consent.

    


    14. NOTICES.
      All notices hereunder shall be in writing, either mailed by first-class mail,
      postage
      prepaid, or delivered by hand or nationally recognized courier, and, if to
      the
      Company, shall
      be
      addressed to it at 462 Seventh Avenue, 20th
      Floor,
      New York, NY Attn: Anthony Havens,
      or at such other address as the Company may hereafter designate by notice to
      the
Holder,
      and, if to the Holder, addressed to the Holder at 10900 Wilshire Blvd., Suite
      500, Los Angeles,
      California 90024, or at such other address as the Holder may hereafter designate
      by notice
      to
      the Company. All such notices and communications shall be effective if mailed,
      three (3)
      days
      after mailing, and if delivered, upon delivery.


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this Debenture to be duly executed
      as
      of the
      date first above written.

    


    
      	
              SPARTA
                COMMERCIA SERVICES, INC.

            
	 
	
              By:___________________________________________

            
	
              Anthony
                Havens, CEO

            


    

    


    
      	
              AGREED
                TO AND ACKNOWLEDGED

            
	
              BY
                HOLDER

            
	 
	
              By:__________________________

            
	
              Peter
                Hogan

            
	 
	
              AGREED
                TO AND ACKNOWLEDGED 

              SOLEY
                WITH RESPECT TO SECTION 12 

              HERETO

            
	 
	
              CAPITAL
                RESOURCE NETWORK, INC.

            
	 
	
              By:_________________________

            
	
              Christopher
                Galvin, CEO

            


    

    


    
      
         

      

      
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