2009 CONSULTANT STOCK PLAN

WHEREAS, the purpose of this 2009 Consultant Stock Plan (hereinafter the “Plan”) is to advance the interests of Sparta Commercial Services, Inc. (hereinafter the “Company”) by helping the Company obtain and retain the services of persons providing consulting services upon whose judgment, initiative, efforts and/or services the Company is substantially dependent, by offering to or providing those persons with incentives or inducements affording such persons an opportunity to become owners of capital stock of the Company.

1.            DEFINITIONS

Set forth below are definitions of capitalized terms that are generally used throughout this Plan, or references to provisions containing such definitions (capitalized terms whose use is limited to specific provisions are not referenced in this Section):

(a)             Affiliate   - The term “Affiliate” is defined as any person controlling the Company, controlled by the Company, or under common control with the Company.

(b)             Award   - The term “Award” is collectively and severally defined as any Award Shares granted under this Plan.

(c)             Award Shares   - The term “Award Shares” is defined as shares of Common Stock granted by the Plan Committee in accordance with Section 5 of this Plan.

(d)             Board - The term “Board” is defined as the Board of Directors of the Company, as such body may be reconstituted from time to time.

(e)             Common   Stock - The term “Common Stock” is defined as the Company’s common stock, par value $.001.

(f)             Company   - The term “Company” is defined as Sparta Commercial Services,, Inc., a Nevada corporation.

(g)             Disposed - The term “Disposed” (or the equivalent terms “Disposition” or “Dispose”) is defined as any transfer or alienation of an Award which would directly or indirectly change the legal or beneficial ownership thereof, whether voluntary or by operation of law, or with or without the payment or provision of consideration, including, by way of example and not limitation: (i) the sale, assignment, bequest or gift of the Award; (ii) any transaction that creates or grants a right to obtain an interest in the Award; (iii) any transaction that creates a form of joint ownership in the Award between the Recipient and one or more other Persons; (iv) any Disposition of the Award to a creditor of the Recipient, including the hypothecation, encumbrance or pledge of the Award or any interest therein, or the attachment or imposition of a lien by a creditor of the Recipient of the Award or any interest therein which is not released within thirty (30) days after the imposition thereof; (v) any distribution by a Recipient which is an entity to its stockholders, partners, co-venturers or members, as the case may be, or (vi) any distribution by a Recipient which is a fiduciary such as a trustee or custodian to its settlors or beneficiaries.

(h)             Eligible Person - The term “Eligible Person” means any Person who, at a particular time, is a consultant to the Company or an Affiliate who provides bona fide consulting services to the Company or the Affiliate,   provided , however , no Award hereunder may be granted to any Person in connection with the provision of any services incident to the raising of capital or promotion or maintenance of a market for the Company’s securities.

(i)             Fair Market Value - The term “Fair Market Value” means the fair market value as of the applicable valuation date of the Award Shares, or other shares of Common Stock, as the case may be (the “ Subject Shares ”), to be valued as determined by the Plan Committee in its good faith judgment, but in no event shall the Fair Market Value be less than the par value of the Subject Shares.

(j)             Person - The term “Person” is defined, in its broadest sense, as any individual, entity or fiduciary such as, by way of example and not limitation, individual or natural persons, corporations, partnerships (limited or general), joint-ventures, associations, limited liability companies/partnerships, or fiduciary arrangements, such as trusts.

(k)             Plan   - The term “Plan” is defined as this 2009 Consultant Stock Plan.

(l)             Plan Committee   - The term “Plan Committee” is defined as that Committee appointed by the Board to administer and interpret this Plan as more particularly described in Section 3 of the Plan; provided , however , that the term Plan Committee will refer to the Board during such times as no Plan Committee is appointed by the Board.

(m)             Recipient - The term “Recipient” is defined as any Eligible Person who, at a particular time, receives the grant of an Award.

(n)             Securities Act   - The term “Securities Act” is defined as the Securities Act of 1933, as amended (references herein to Sections of the Securities Act are intended to refer to Sections of the Securities Act as enacted at the time of the adoption of this Plan by the Board and as subsequently amended, or to any substantially similar successor provisions of the Securities Act resulting from recodification, renumbering or otherwise).

2.            TERM OF PLAN

This Plan shall be effective as of such time and date as this Plan is adopted by the Board, and this Plan shall terminate on the first business day prior to the ten (10) year anniversary of the date this Plan became effective.  All Awards granted pursuant to this Plan prior to the effective date of this Plan shall not be affected by the termination of this Plan and all other provisions of this Plan shall remain in effect until the terms of all outstanding Awards have been satisfied or terminated in accordance with this Plan and the terms of such Awards.

3.            PLAN ADMINISTRATION

(a)             Plan Committee .

(i)           The Plan shall be administered and interpreted by the Plan Committee consisting of two (2) or more members of the Board; provided , however , no member of the Board may serve as a member of the Plan Committee if such person serves or served as a member of the Plan Committee with respect to any plan (other than this Plan) of the Company or its Affiliates which plan was or is established to comply with the provisions of Rule 16b-3(c)(2)(i) to the Securities and Exchange Act of 1934, as amended (i.e., pertaining to the establishment of so-called “Section 16b-3 Plans”), and, by reason of such person’s proposed service as a member of the Plan Committee, such person would not be considered a “disinterested” person within the meaning of said Rule with respect to such other plan.

(ii) &