EXHIBIT 10.4

[GRAPHIC OMITTED]
GE Healthcare Financial Services

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                                 PROMISSORY NOTE
                   INTERNAL CONTRACT REFERENCE NUMBER 8541220
                    INTERNAL ORDER REFERENCE NUMBER 861411521

Dated as of: February 12, 2006
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FOR VALUE RECEIVED, The Sagemark Companies LTD. ("Maker"), located at 4710 NW
Boca Raton Blvd, Suite 200, Boca Raton, FL 33431, promises, jointly and
severally if more than one, to pay to the order of General Electric Capital
Corporation, or any subsequent holder hereof (each, a "Payee") at its mailing
address at 20225 Watertower Blvd., Suite 400 Brookfield, WI 53045, Attn:
Operations Dept. or at such other place as Payee may designate, the principal
sum of $450,000.00, or, if less, the aggregate unpaid principal amount of all
advances made by Payee to Maker, as shown on Exhibit A attached hereto, with
interest on the unpaid principal balance from time to time outstanding, from and
including, with respect to each advance listed on Exhibit A, the date the
process of such advance were initially disbursed (including, without limitation,
disbursement into an escrow for the benefit of the Maker), being equal to 8.77%
per annum and will be adjusted on the date upon which the final advance is made
hereunder based on the number of basis points, plus or minus, as applicable,
that the Index Rate (as defined below) has changed from 4.51% per annum.
Interest shall be computed on the basis of a 360-day year consisting of twelve
(12) consecutive thirty (30) - day months.

Advances under this Promissory Note shall be made from time to time by Payee
either to Maker or directly to vendors on Maker's behalf, upon Payee's receipt
of Maker's written request on Exhibit B to advance such principal amount (said
request to be delivered at least ten (10) days prior to the date the advance is
to be made). Each advance shall be noted by Payee on Exhibit A attached hereto.
Advances will continue until the "Principal Payment Commencement Date", defined
as the earlier of a) six months from the date of this Promissory Note stated
above (to be date that permit for construction is received) or b) total advances
have been made equaling the principal sum disclosed in the third paragraph. No
further advances will be made under this Promissory Note after the Principal
Payment Commencement Date.

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 5 Year Treasury
Constant Maturities rate. Principal and interest hereunder shall be paid in
lawful money of the United States, in 60 consecutive monthly installments of
principal and interest of 3 Months @ $0.00, 56 Months @ $9,894.19, 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.

At the Principal Payment Commencement Date, Maker will begin paying principal
and interest on the advances outstanding, based on the interest rate applicable
on the Principal Payment Commencement Date. The first principal and interest
installment shall be due and payable and the following installments shall be due
and payable on the same day of each succeeding month (each, a "Payment Date").
Maker authorizes Payee to complete the first Payment Date upon the Principal
Payment Commencement Date. If the Principal Payment Commencement Date is not the
1st or 15th of any calendar month, the initial Term shall be extended by the
number of days between the Principal Payment Commencement Date and the Payment
Date (the "Interim Period"). Maker shall pay accrued interest for the Interim
Period. The accrued interest will be due on the first payment due date and
calculated as the Daily Interest Cost times the number of days in the Interim
Period. For purposes of this calculation, the "Daily Interest Cost" shall equal
the Interest Rate divided by 360 and times the principal sum under the Term
stated above.

Interest will accrue on each advance noted on Exhibit A at the interest rate
disclosed in the first paragraph of this Promissory Note, commencing on the date
of each individual advance by Payee until the Principal Payment Commencement
Date. All accrued interest will be financed and included in the Payment
Schedule, based on the interest rate in effect on the Principal Payment
Commencement Date.

All payments shall be applied first to interest and then to principal. The
acceptance by Payee of any payment which is less than payment in full of all
amounts due and owing at such time shall not constitute a waiver of Payee's
right to receive payment in full at such time or at any prior or subsequent
time. Interest shall be calculated on the basis of a 360 day year for the actual
number of days occurring in the period for which interest is payable.

This Promissory Note may be secured by a security agreement, chattel mortgage,
pledge agreement or like instrument (each of which is hereinafter called a
"Security Agreement").

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Time is of the essence hereof. If any installment of principal and interest or
any other sum due under this Promissory Note or any Security Agreement is not
received within ten (10) days after the applicable Payment Date, the Maker
agrees to pay in addition to the amount of each such installment a late payment
charge of five percent (5%) of said installment, but not exceeding any lawful
maximum. In the event that (i) Maker fails to make payment of any amount due
hereunder within ten (10) days after the same becomes due and payable; or (ii)
Maker defaults or fails to perform under any term or condition contained in any
other agreement with Payee related to this Promissory Note or that certain
Master Lease Agreement (Quasi) dated as of 06/24/2003 or that certain Master
Security Agreement dated 08/29/2005, then the entire principal sum remaining
unpaid, together with all interest thereon and any other sum payable under this
Promissory Note or any Security Agreement, at the election of Payee, shall
immediately become due and payable, with interest thereon at 20% per annum from
the date of such accelerated maturity until paid.




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PROMISSORY  NOTE
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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.

A default by Maker or any entity managed or controlled by Maker or by any
principal of Makers under any other agreement or contract with Payee, regardless
of when the agreement or contract was entered into, will, at Payee's sole
option, if the default is not cured within ten days after written notice of
default, constitute a default under this Promissory Note or any Security
Agreement and all other agreements and contracts between Maker and/or such a
principal or entity and Payee.

It is the intention of the parties hereto to comply with the applicable usury
laws; accordingly, it is agreed that, notwithstanding any provision to the
contrary in this Promissory Note or any Security Agreement, in no event shall
this Promissory Note or any Security Agreement require the payment or permit the
collection of interest in excess of the maximum amount permitted by applicable
law. If any such excess interest is contracted for, charged or received under
this Promissory Note or any Security Agreement, or in the event that all of the
principal balance shall be prepaid, so that under any of such circumstances the
amount of interest contracted for, charged or received under this Promissory
Note or any Security Agreement on the principal balance shall exceed the maximum
amount of interest permitted by applicable law, then in such event (a) the
provisions of this paragraph shall govern and control, (b) neither Maker nor any
other person or entity now or hereafter liable for the payment hereof shall be
obligated to pay the amount of such interest to the extent that it is in excess
of the maximum amount of interest permitted by applicable law, (c) any such
excess which may have been collected shall be either applied as a credit against
the then unpaid principal balance or refunded to Maker, at the option of the
Payee, and (d) the effective rate of interest shall be automatically reduced to
the maximum lawful contract rate allowed under applicable law as now or
hereafter construed by the courts having jurisdiction thereof.

It is further agreed that without limitation of the foregoing, all calculations
of the rate of interest contracted for, charged or received under this
Promissory Note or any Security Agreement which are made for the purpose of
determining whether such rate exceeds the maximum lawful contract rate, shall be
made, to the extent permitted by applicable law, by amortizing, prorating,
allocating and spreading in equal parts during the period of the full stated
term of the indebtedness evidenced hereby, all interest at any time contracted
for, charged or received from Maker or otherwise by Payee in connection with
such indebtedness; provided, however, that if any applicable state law is
amended or the law of the United States of America preempts any applicable state
law, so that it becomes lawful for the Payee to receive a greater simple
interest per annum rate than is presently allowed, the Maker agrees that, on the
effective date of such amendment or preemption, as the case may be, the lawful
maximum hereunder shall be increased to the maximum simple interest per annum
rate allowed by the higher of the amended state law or the law of the United
States of America.

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PROMISSORY  NOTE
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The Maker and all sureties, endorsers, guarantors or any others (each such
person, other than the Maker, an "Obligor") who may at any time become liable
for the payment hereof jointly and severally consent hereby to any and all
extensions of time, renewals, waivers or modifications of, and all substitutions
or releases of any party primarily or secondarily liable on this Promissory Note
or any Security Agreement or any term and provision of either, which may be
made, granted or consented to by Payee, and agree that suit may be brought and
maintained against any one or more of them, at the election of Payee without
joinder of any other as a party thereto. The Maker and each Obligor hereby
waives presentment, demand for payment, notice of nonpayment, protest, notice of
protest, notice of dishonor, and all other notices in connection herewith, as
well as filing of suit (if permitted by law) and diligence in collecting this
Promissory Note or enforcing any of the security hereof, and agrees to pay (if
permitted by law) all expenses incurred in collection, including Payee's actual
attorneys' fees. Maker and each Obligor hereby waives all benefits of valuation,
appraisement and exemption laws.

The Maker and each Obligor hereby waive unconditionally all rights to a jury
trial of any claim or cause of action related to, based upon or arising out of
this Promissory Note, any related documents, and any dealings between the Maker
or any Obligor and the Payee thereto. The scope of this waiver is intended to be
all encompassing of any and all disputes that may be filed in any court. This
waiver is irrevocable, and may not be modified either orally or in writing. This
waiver shall also apply to any subsequent amendments, renewals, supplements or
modifications to this Promissory Note and to any other documents or agreements
relating to this Promissory Note or any related transaction. In the event of
litigation, this Promissory Note may be filed as a written consent to trial by
the court. This Promissory Note shall be governed by and construed in accordance
with the substantive laws I the State of Wisconsin.

This Promissory Note is secured by a certain Master Security Agreement dated
August 29, 2005.


                                  Maker:  The Sagemark Companies LTD.

                                  By: /s/ THEODORE B. SHAPIRO             (Seal)
                                      ------------------------------------
                                  Signature

                                  Theodore B. Shapiro
                                  President and Chief Executive Officer
                                  ---------------------------------------------
                                  Print name (and title, if applicable)


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                                    EXHIBIT A
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                     AMOUNTS ADVANCED UNDER PROMISSORY NOTE
                                   DATED AS OF
                      INTERNAL CONTRACT REFERENCE # 8541220
                           IN THE PRINCIPAL AMOUNT OF
                                   $350,000.00


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                                                                AGGREGATE AMOUNT
 DATE    AMOUNT OF ADVANCE   INTEREST RATE   PAYMENT SCHEDULE   ADVANCED TO DATE
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                                    EXHIBIT B
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                      ADVANCE REQUEST UNDER PROMISSORY NOTE
                                   DATED AS OF
                      INTERNAL CONTRACT REFERENCE # 8541220




Maker, The Sagemark Companies LTD., hereby requests an advance under the
Promissory Note referenced above in the amount of $_______________, payable to
_____________________________ for the purpose of _____________________________.
The amount of this advance request will be recorded on Exhibit A.







                                      Maker: The Sagemark Companies LTD.

________________________________      By: ________________________________(Seal)
Witness                               Signature

                                      ________________________________________
                                      Print name (and title, if applicable)


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