EXHIBIT
      10.4

     

    
      
        		GE Healthcare
                Financial Services


      

      
        
          

        

      



    


    AMENDMENT
      TO THE PROMISSORY NOTE DATED AS OF 08/29/2005

    INTERNAL
      CONTRACT REFERENCE NUMBER 8539078

    INTERNAL
      ORDER REFERENCE NUMBER 861411003

    


    


    This
      is
      an Amendment dated as of
      10/15/07
to
      the
      Promissory Note referenced above between General Electric Capital Corporation
      (“Lender”) and The Sagemark Companies LTD. (“Debtor”). 

    


    The
      3rd
      and
      9th
      paragraph is hereby amended and restated as follows:

    


    Original
      -
      The
      "Index Rate" shall mean the per annum rate of interest published on the date
      selected by the Maker, which date shall be no earlier than seven (7) business
      days immediately preceding the Principal Payment Commencement Date by the Board
      of Governors of the Federal Reserve System in Federal Reserve statistical
      release H.15(519) entitled "Selected Interest Rates" as the 7 Year Treasury
      Constant Maturities rate. Principal and interest hereunder shall be paid in
      lawful money of the United States, in 84 consecutive monthly installments of
      principal and interest of 5 Months @ $0.00, 1 Month @ $9,487.51, 77 Months
      @
      $8,418.79, plus all applicable taxes, (all payments in arrears) and a final
      installment which shall be in the amount of the total outstanding principal
      and
      interest ("Payment Schedule"). The Payment Schedule may be adjusted by Payee
      for
      advances less than the principal amount stated above, accrued interest due,
      or a
      change in the interest rate. The final Payment Schedule will be detailed on
      Exhibit A. 

    


    Original
      -
      The
      Maker may prepay in full, but not in part, its entire indebtedness hereunder
      upon payment of an additional sum as a premium equal to the following
      percentages of the original principal balance for the indicated
      period:

    


    Prior
      to
      the first annual anniversary date of this Promissory Note: no prepayment
      permitted;

    Month
      13
      through and including month 24 of this Promissory Note; four percent
      (4%);

    


    Month
      25
      through and including month 36 of this Promissory Note; three percent
      (3%);

    


    Month
      37
      through and including month 48 of this Promissory Note; two percent
      (2%);

    


    and
      one
      percent (1%) thereafter, plus all other sums due hereunder.

    


    Amended
      -
      The
      "Index Rate" shall mean the per annum rate of interest published on the date
      selected by the Maker, which date shall be no earlier than seven (7) business
      days immediately preceding the Principal Payment Commencement Date by the Board
      of Governors of the Federal Reserve System in Federal Reserve statistical
      release H.15(519) entitled "Selected Interest Rates" as the 7 Year Treasury
      Constant Maturities rate. Principal and interest hereunder shall be paid in
      lawful money of the United States, in 87 consecutive monthly installments of
      principal and interest of 5 Months @ $0.00, 1 Month @ $9,487.51, 13 Months
      @
      $8,418.79, 3 Months @ $3,185.71, 64 Months @ $8,418.79, plus all applicable
      taxes, (all payments in arrears) and a final installment which shall be in
      the
      amount of the total outstanding principal and interest ("Payment Schedule").
      The
      Payment Schedule may be adjusted by Payee for advances less than the principal
      amount stated above, accrued interest due, or a change in the interest rate.
      The
      final Payment Schedule will be detailed on Exhibit A. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Amended
      - The
      Maker
      may prepay in full, but not in part, its entire indebtedness hereunder upon
      payment of an additional sum as a premium equal to the following percentages
      of
      the original principal balance for the indicated period:

    


    Prior
      to
      the first annual anniversary date of this Promissory Note: no prepayment
      permitted;

    Month
      13
      through and including month 27 of this Promissory Note; four percent
      (4%);

    


    Month
      28
      through and including month 39 of this Promissory Note; three percent
      (3%);

    


    Month
      40
      through and including month 51 of this Promissory Note; two percent
      (2%);

    


    and
      one
      percent (1%) thereafter, plus all other sums due hereunder.

    


    EXCEPT
      AS
      PROVIDED IN THIS AMENDMENT, ALL OTHER TERMS AND CONDITIONS OF THE ABOVE
      REFERENCED SCHEDULE REMAIN IN FULL FORCE AND EFFECT AS ORIGINALLY
      WRITTEN.

    


    
      	
              Lender:

            	
              Debtor:

            
	 	 
	
              General
                Electric Capital Corporation

            	
              The
                Sagemark Companies LTD.

            
	 	 
	
              By:
                /s/ David Handke

            	
              By:
                /s/ George W. Mahoney

            
	 	 
	
              Print
                Name: David Handke

            	
              Print
                Name: George W. Mahoney

            
	 	
               

            
	
              Title:
                Duly Authorized Signatory

            	
              Title:
                Chief Financial Officer