EXHIBIT
      10.2

     

    
      
        		GE Healthcare
                Financial Services


      

      
        
          

        

      

    

    


    AMENDMENT
      TO THE PROMISSORY NOTE DATED AS OF 12/31/2004

    INTERNAL
      CONTRACT REFERENCE NUMBER 8528104

    INTERNAL
      ORDER REFERENCE NUMBER 861404511

    


    


    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
      8th
      paragraph is hereby amended and restated as follows:

     

    Original
      - The
      interest rate with respect to this Promissory Note will be established for
      each
      individual advance on Exhibit A, based on the following formula: 7.34%
      per
      annum plus or minus, as applicable, the number of points that the yield on
      7
      Year Interest Rate Swaps on the date of the advance, is above or below
      3.14%,
      which
      was established based on the 7 Year Interest Rate Swaps as of the week ending
      June 6, 2003, to
      be paid
      in lawful money of the United States, in 84 consecutive monthly installments
      of
      principal and interest of 3
      Months @ $0.00, 80 Months @ $7,611.56, 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
      interest rate with respect to this Promissory Note will be established for
      each
      individual advance on Exhibit A, based on the following formula: 7.34%
      per
      annum plus or minus, as applicable, the number of points that the yield on
      7
      Year Interest Rate Swaps on the date of the advance, is above or below
      3.14%,
      which
      was established based on the 7 Year Interest Rate Swaps as of the week ending
      June 6, 2003, to
      be paid
      in lawful money of the United States, in 87 consecutive monthly installments
      of
      principal and interest of 3
      Months @ $0.00, 30 Months @ $7,611.56, 3 Months @ $2,296.77, 50 Months @
      $7,611.56, 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