AMENDED AND RESTATED EQUIPMENT LEASING SCHEDULE NO. 003 Master Lease Agreement dated as of November 1, 2004

                                                                    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