[FORM
                  OF PROMISSORY NOTE]
              EXHIBIT
                  10.4







**THIS
      NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “** **ACT** **”),
      OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST
      THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS
      (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT
      AND
      ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE MAKER RECEIVES AN OPINION
      OF
      COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE
      REASONABLY SATISFACTORY TO THE MAKER, THAT SUCH SECURITIES MAY BE OFFERED,
      SOLD,
      PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES
      LAWS.**





**SPARTA
      COMMERCIAL SERVICES, INC.**




PROMISSORY
      NOTE





$
              November
                  1, 2006





FOR
      VALUED RECEIVED, the undersigned, SPARTA COMMERCIAL SERVICES, INC., a Nevada
      corporation (the “ Maker ”),
      hereby promises to pay to the order XXXXX of (the “ Payee ”),
      the
      principal sum of XXXX THOUSAND
      AND NO/00 DOLLARS ($XXX),
      in the manner set forth below. All payments hereunder shall be made as set
      forth
      below, and each such payment shall be made in lawful money of the United States
      of America.




This
      promissory note is one of the notes (the “ Note ”,
      or
      collectively, the “ Notes ”)
      issued
      pursuant to an offering by the Maker of an aggregate of $1,000,000 of the
      Notes.




This
      Note
      is subject to the following terms and conditions:




1.  Payment .
      The
      entire balance of this Note shall be due and payable on XXX, 2007 (the
“ Maturity
      Date ”),
      unless earlier converted in accordance with Section
      3 .
      Payment
      of this Note shall be made by surrender of this Note to the Maker at its offices
      at 462
      Seventh Ave., 20 th Floor,
      New York, New York 10018, Attention: Anthony L. Havens, CEO, or
      at
      such other place as is designated in writing by the Maker. Interest on the
      unpaid principal amount of this Note shall accrue at the rate of six percent
      (6%) per annum and shall be payable at the same time as the payment of the
      principal amount of this Note.





2.  Prepayment .
      The
      Maker shall have the right to prepay the outstanding balance of this Note plus
      accrued interest thereon.




3.  Automatic
      Conversion .




(a)  Upon
      the
      Maturity Date, or such earlier date as the Maker shall elect, this Note and
      all
      accrued interest thereon, at the option of the Maker, shall be automatically
      converted into shares of the Common Stock, $.001 par value per share, of the
      Company at the rate of $.XX per share.




(b)  If
      the
      Maker exercises such option, the Maker and the Payee each agree to execute
      any
      and all documents that may be required in connection with any such conversion,
      and upon receipt by the Payee of certificates representing equity securities
      issued pursuant to a conversion, the Payee shall surrender this Note to the
      Maker for cancellation.









2.  Payment
      of Note .
      Subject
      to Section
      1 hereof,
      the Maker will punctually pay or cause to be paid the amounts due hereunder
      at
      the dates and places and in the manner specified herein. Any sums required
      to be
      withheld from any payment on this Note by operation of law or pursuant to any
      order, judgment, execution, treaty, rule or regulation may be withheld by the
      Maker and paid over in accordance therewith.




3.  Events
      of Default .
      The
      following are Events of Default hereunder:




(a)  any
      failure by the Maker to pay when due all or any principal hereunder;
      or




(b)  if
      the
      Maker or any material subsidiary of the Maker shall (i) apply for or consent
      to
      the appointment of a receiver, trustee, custodian or liquidator or any of its
      property, (ii) admit in writing its inability to pay its debts as they mature,
      (iii) make a general assignment for the benefit of creditors, (iv) be
      adjudicated a bankrupt or insolvent or be the subject of an order for relief
      under Title 11 of the United States Code, or (v) file a voluntary petition
      in
      bankruptcy or a petition or bankruptcy, reorganization, insolvency, readjustment
      of debt, dissolution or liquidation law or statute, or an answer admitting
      the
      material allegations of a petition filed against it in any proceeding under
      any
      such law, or (vi) take or permit to be taken any action in furtherance of or
      for
      the purpose of effecting any of the foregoing; or




(c)  if
      any
      order, judgment or decree shall be entered, without the application, approval
      or
      consent of the Maker or any material subsidiary of the Maker, by any court
      of
      competent jurisdiction, approving a petition seeking reorganization of the
      Maker
      or any material subsidiary of the Maker or appointing a receiver, trustee,
      custodian, liquidator or other such official of the Maker or any material
      subsidiary, or of all or a substantial part of its assets, and such order,
      judgment or decree shall continue unstayed and in effect for any period of
      ninety (90) days; or




(d)  any
      dissolution, liquidation or winding up of the Maker or any substantial portion
      of its business.




4.  Remedies
      on Default .
      If any
      Event of Default shall occur and be continuing, then the entire principal
      balance under this Note shall, at the option of the holder hereof and upon
      written notice to the Maker by Payee (except in the case of any Event of Default
      under Sections or 6(b) or 6(c) above,
      in which event acceleration shall be automatic), become immediately due and
      payable.




5.  Loss,
      Theft, Destruction or Mutilation of Note .
      Upon
      notice by the Payee to the Maker of the loss, theft, destruction or mutilation
      of this Note, and of indemnity or security reasonably satisfactory to the Maker,
      and upon reimbursement to the Maker of all reasonable expenses incidental
      thereto, and upon surrender and cancellation of this Note, if mutilated, the
      Maker will make and deliver a new Note of like tenor, in lieu of this Note.




6.  Notice .
      Any
      notice or other communication required or permitted hereunder shall be in
      writing and shall be delivered personally, telecopied (with original sent via
      first-class mail) or sent by certified, registered, or express mail, postage
      prepaid, and shall be deemed given when so delivered personally, telecopied
      or,
      if mailed, five (5) days after the date of deposit in the United States mails,
      as follows:




If
      to the
      Maker:




Sparta
      Commercial Services, Inc.


462
      Seventh Ave., 20 th Floor


New
      York,
      New York 10018


Attention:
      Anthony L. Havens, CEO





If
      to the
      Payee:




7.  Amendments .
      This
      Note may not be changed orally, but only by an agreement in writing and signed
      by the party against whom enforcement of any waiver, change, modification or
      discharge is sought.









8.  Governing
      Law; Arbitration .
      This
      Note shall be deemed to be a contract made under the laws of the State of New
      York and shall be governed by and construed in accordance with the laws of
      the
      State of New York. If at any time any dispute, difference, or disagreement
      shall
      arise upon or in respect to this Note, then any such dispute, difference, and
      disagreement shall be referred to a single arbiter appointed by the President
      of
      the American Arbitration Association in accordance with the rules thereof,
      and
      such dispute, difference, or disagreement shall settled by arbitration in
      accordance with the then prevailing commercial rules of the American Arbitration
      Association, and judgment upon the award rendered by the arbiter may be entered
      in any court having jurisdiction thereof.





9  Collection
      Costs .
      In the
      event that the Payee shall, after the occurrence and during the continuance
      of
      an Event of Default (and provided that the Payee shall be permitted, at such
      time, to enforce its rights hereunder and retain payments received hereunder),
      turn this Note over to an attorney for collection, the Maker shall further
      be
      obligated to the Payee for the Payee's reasonable attorneys' fees and expenses
      incurred in connection with such collection.




10.  Successors
      and Assigns .
      All the
      covenants, stipulation, promises and agreements in this Note contained by or
      on
      behalf of the Maker shall bind its successors and assigns, whether or not so
      expressed.




11.  Headings .
      The
      headings in this Note are solely for convenience of reference and shall be
      given
      no effect in the construction or interpretation of this Note.




IN
      WITNESS WHEREOF, the Maker has duly caused this Note to be signed on its behalf,
      in its corporate name and by its duly authorized officer as of the date first
      set forth above.




**SPARTA
              COMMERCIAL SERVICES, INC.**By:Name:
                Anthony L. HavensTitle:
                Chief Executive Officer