EXHIBIT
      10.3





[FORM
      OF
      PROMISSORY NOTE]




[$___________]
            [__________
                __,
                2006]





FOR
      VALUE
      RECEIVED, **Sparta
      Commercial Services, Inc.** ,
      a
      Nevada corporation (“Borrower”), hereby promises to pay to
      _________________________________ (the “Holder”), without demand, the sum of
      $___________ on the forty-fifth (45 th )
      calendar day from the date hereof (the “Maturity Date”), together with simple
      interest at the rate of 10% per annum. Whenever any payment to be made hereunder
      falls due on a Saturday, Sunday or business holiday in New York, New York,
      such
      payment may be made on the next succeeding business day and such extension
      of
      time will, in such case, be included in computing interest, if any, in
      connection with such payment.





Borrower
      may prepay this Promissory Note at any time, in whole or in part, with accrued
      interest to the date of prepayment, and without penalty. All payments on this
      Promissory Note shall be applied first to the payment of accrued interest and
      the balance shall be applied to principal.





Borrower
      may extend the due date by up to forty-five (45) days.





In
      the
      event of default on repayment by the Borrower, as penalty, the simple interest
      rate on the unpaid principal shall be increased to the lower of a rate of 20%
      per annum or the highest applicable rate allowable under law commencing from
      the
      date of default.





Additionally,
      in the event of default on repayment by the Borrower, the Equity Kicker and
      the
      Additional Equity (as both are defined in the Loan Agreement) to be issued
      to
      the Lender shall be increased by 50% for each month or portion thereof that
      such
      default has not been cured. For purposes of illustration only, assuming that
      the
      Equity Kicker is 50,000 shares of the Borrower’s common stock and the Additional
      Equity is 30,000 shares, then, upon an event of default on repayment by the
      Borrower, the Equity Kicker and the Additional Equity shall each be increased
      by
      40,000 shares of the Borrower’s common stock for each month or portion thereof
      that such default is not cured.





Additionally,
      as penalty, the repayment after default of this Promissory Note shall be
      collateralized by a Security Interest. Such Security Interest shall mean a
      continuing security interest in, a lien upon and a right of setoff against,
      all
      present and future (i) Accounts (defined as all of Borrower's present and future
      accounts, contract rights, general intangibles, chattel paper, documents and
      instruments, as such terms are defined in the New York Uniform Commercial Code
      ("UCC"), including, without limitation, all obligations for the payment of
      money
      arising out of our sale of goods or rendition of services), (ii) moneys,
      securities and other property and the proceeds thereof, now or hereafter held
      or
      received by, or in transit to, Lender from or for Borrower, whether for
      safekeeping, pledge, custody, transmission, collection or otherwise, and all
      of
      Borrower’s deposits (general or special), balances, sums and credits with Lender
      at any time existing, (iii) all of Borrower’s right, title and interest, and all
      of Borrower’s rights, remedies, security and liens, in, to and in respect of the
      Accounts, including, without limitation, rights of stoppage in transit,
      replevin, repossession and reclamation and other rights and remedies of an
      unpaid vendor, lien or secured party, guaranties or other contracts of surety
      ship with respect to the Accounts, deposits or other security for the obligation
      of any Account Debtor, and credit and other insurance, (iv) all of Borrower’s
      right, title and interest in, to and in respect of all goods relating to, or
      which by sale have resulted in, Accounts, including, without limitation, all
      goods described in invoices or other documents or instruments with respect
      to,
      or otherwise representing or evidencing, any Account and all returned, retained
      or repossessed goods, (v) all deposit accounts, as such term is defined in
      the
      UCC, (vi) all books, records, ledger cards, computer programs and other property
      and general intangibles at any time evidencing or relating to the Accounts
      (“Records”), (vii) all other general intangibles of every kind and description,
      including (without limitation) trade names and trademarks and the goodwill
      of
      the business symbolized thereby, and Federal, State and local tax refund claims
      of all kinds, and (viii) all proceeds of the foregoing, in any form, including,
      without limitation, any claims against third parties for loss or damage to
      or
      destruction of any or all of the foregoing. The Security Interest shall be
      subordinate to the rights of any lending institution, any asset-based lending
      agreement, and any rights and preferences of investors in the Company’s Series A
      Convertible Preferred Stock. As of the date hereof, Borrower has not granted
      any
      security interest to any person. Except pursuant to agreements, terms and
      conditions with any lending institution, any asset-based lending agreement,
      any
      rights and preferences of investors in the Private Placement, and in the
      ordinary course of business, Borrower agrees not to grant to any person any
      security interest prior to the Maturity Date.





Any
      notice herein required or permitted to be given shall be in writing and sent
      by
      means of certified or registered mail, express mail, or other overnight delivery
      service, hand delivery confirmed by signed receipt or facsimile transmission
      (followed by prompt transmission of the original of such notice by any of the
      foregoing means) in each case proper postage or other charges pre-paid and
      addressed or directed to the Holder or to the Borrower as set forth
      below:





If
      to the
      Borrower:


Sparta
      Commercial Services, Inc.


462
      Seventh Ave., 20 th Floor


New
      York,
      NY 10018


Attn.:
      President


Fax:
      212-239-2666





If
      to the
      Holder:


The
      address set forth in the Signature Page to the Loan Agreement.





Such
      notice shall be deemed given when actually received. Both the Holder and
      Borrower may change the address and fax number for notices by service of notice
      to the other as herein provided.










This
      Promissory Note shall not be assignable.





Borrower
      waives demand for payment, notice of nonpayment, presentment, notice of
      dishonor, protest, and notice of protest.





This
      Promissory Note shall be governed by the internal laws of the State of New
      York,
      without regard to the principles of conflict of laws, and shall be enforced
      in
      the courts located in New York County in the State of New York.





This
      Promissory Note, together with the Loan Agreement, is the entire agreement
      between the parties and neither party is relying on any prior or contemporaneous
      representation or promise, or any omission of any information, in entering
      into
      this Promissory Note.





IN
      WITNESS WHEREOF, Borrower has caused this Promissory Note to be signed in its
      name by its duly authorized representative on the date first written.





Sparta
              Commercial
              Services, Inc.By:Anthony
                L. Havens, President
              and
                Chief Executive Officer