Exhibit
      10.01

    


    


    


    AMENDED
      AND RESTATED

    BY-LAWS

    of

    THE
      SAGEMARK COMPANIES LTD

    A
      New
      York Corporation

    (As
      amended through May 8, 2008)

    


    


     

    Article
      I. SHAREHOLDERS

     

    Section
      1. Place
      of Meetings.
      Meetings
      of shareholders shall be held at such place, either within or without the State
      of New York, as shall be designated from time to time by the Board of
      Directors.

     

    Section
      2. Annual
      Meetings.
      Annual
      meetings of shareholders shall be held on such date and at such time and place
      as shall be designated from time to time by the Board of Directors. At each
      annual meeting the shareholders shall elect a Board of Directors by plurality
      vote and transact such other business as may properly be brought before the
      meeting.

    


    Section
      3. Special
      Meetings.
      Special
      meetings of the shareholders may be called by the Board of Directors.


    


    Section
      4. Notice
      of Meetings.
      Written
      notice of each meeting of the shareholders stating the place, date and time
      of
      the meeting shall be given by or at the direction of the Board of Directors
      to
      each shareholder entitled to vote at the meeting at least ten, but not more
      than
      fifty, days prior to the meeting. Notice of any special meeting shall state
      in
      general terms the purpose for which the meeting is called. 

    


    
      
         

      

      
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    Section
      5. Quorum;
      Adjournments of Meetings. The
      holders of a majority of the issued and outstanding shares of the capital stock
      of the Corporation entitled to vote at a meeting, present in person or
      represented by proxy, shall constitute a quorum for the transaction of business
      at such meeting; but, if there be less than a quorum, the holders of a majority
      of the stock so present or represented may adjourn the meeting to another time
      or place, from time to time until a quorum shall be present, whereupon the
      meeting may be held, as adjourned, without further notice, except as required
      by
      law, and any business may be transacted thereat which might have been transacted
      at the meeting as originally called. 

    


    Section
      6. Voting.
      At any
      meeting of the shareholders every registered owner of shares entitled to vote
      may vote in person or by proxy and, except as otherwise provided by statute,
      in
      the Certificate of Incorporation or these By-Laws, shall have one vote for
      each
      such share standing in his name on the books of the Corporation. Except as
      otherwise required by statute, the Certificate of Incorporation or these
      By-Laws, all corporate action, other than the election of directors, to be
      taken
      by vote of the shareholders shall be authorized by a majority of the votes
      cast
      at such meeting by the holders of shares entitled to vote thereon, a quorum
      being present.

    


    Section
      7. Inspectors
      of Election.
      The
      Board of Directors, or, if the Board shall not have made the appointment, the
      Chairman presiding at any meeting of shareholders, shall have the power to
      appoint one or more persons to act as inspectors of election at the meeting
      or
      any adjournment thereof, but no candidate for the office of director shall
      be
      appointed as an inspector at any meeting for the election of directors.


    


    Section
      8. Chairman
      of Meetings.
      The
      Chief Executive Officer, if elected, otherwise the President, shall preside
      at
      all meetings of the shareholders. In the absence of the Chief Executive Officer
      and the President, a majority of the members of the Board of Directors present
      in person at such meeting may appoint any other officer or director to act
      as
      chairman of the meeting. 

    


    
      
         

      

      
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    Section
      9. Secretary
      of Meetings.
      The
      Secretary of the Corporation shall act as secretary of all meetings of the
      shareholders. In the absence of the Secretary, the chairman of the meeting
      shall
      appoint a person to act as secretary of the meeting. 

    


     

    Article
      II. BOARD
      OF DIRECTORS

     

    Section
      1. Number
      of Directors.
      The
      number of directors shall be not more than nine and not less than one. The
      number of directors may be changed from time to time within the limits herein
      set by action of the shareholders or of the Board of Directors. 

    


    Section
      2. Vacancies.
      Whenever
      any vacancy shall occur in the Board of Directors by reason of death,
      resignation, increase in the number of directors or otherwise, it may be filled
      only by a majority of the directors then in office, although less than a quorum,
      or by the sole remaining director, for the balance of the term, or, if the
      Board
      has not filled such vacancy or if there are no remaining directors, it may
      be
      filled by the shareholders. 

    


    Section
      3. First
      Meeting.
      The
      first meeting of each newly elected or appointed Board of Directors, of which
      no
      notice shall be necessary, shall be held immediately following the annual
      meeting of shareholders or any adjournment thereof at the place the annual
      meeting of shareholders was held at which such directors were elected, or at
      such other place as a majority of the members of the newly elected Board who
      are
      then present shall determine, for the election or appointment of officers for
      the ensuing year and the transaction of such other business as may be brought
      before such meeting. 

    


    Section
      4. Regular
      Meetings.
      Regular
      meetings of the Board of Directors, other than the first meeting, may be held
      without notice at such times and places as the Board of Directors may from
      time
      to time determine. 

    


    Section
      5. Special
      Meetings.
      Special
      meetings of the Board of Directors may be called by order of the Chairman of
      the
      Board, the Chief Executive Officer, the President or any director, if the Board
      has less than three directors, or any two directors, if the Board has more
      than
      three directors. Notice of the time and place of each special meeting shall
      be
      given by or at the direction of the person or persons calling the meeting by
      mailing the same at least three days before the meeting or by telephoning,
      telegraphing or delivering personally the same at least twenty-four hours before
      the meeting to each director. Except as otherwise specified in the notice
      thereof, or as required by statute, the Certificate of Incorporation or these
      By-Laws, any and all business may be transacted at any special meeting.


    


    
      
         

      

      
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    Section
      6. Organization.
      Every
      meeting of the Board of Directors shall be presided over by the Chief Executive
      Officer, if elected, otherwise by the President. In the absence of the Chairman
      of the Board, Chief Executive Officer and
      the
      President, a presiding officer shall be chosen by a majority of the directors
      present. The Secretary of the Corporation shall act as secretary of the meeting,
      but, in such officer’s absence, the presiding officer may appoint any person to
      act as secretary of the meeting. 

    


    Section
      7. Quorum
      Vote.
      A
      majority of the directors then in office (but in no event less than one-third
      of
      the total number of directors) shall constitute a quorum for the transaction
      of
      business. Less than a quorum may adjourn any meeting to another time or place
      from time to time until a quorum shall be present, whereupon the meeting may
      be
      held, as adjourned, without further notice. Except as otherwise required by
      statute, the Certificate of Incorporation or these By-Laws, all matters coming
      before any meeting of the Board of Directors shall be decided by the vote of
      a
      majority of the directors present at the meeting, a quorum being
      present.

    


    Section
      8. Action
      without Meeting.
      Any
      action required or permitted to be taken by the Board of Directors may be taken
      without a meeting if all members of the Board of Directors consent in writing
      to
      the adoption of a resolution or resolutions authorizing the action, which
      resolution or resolutions, and the written consents thereto by the members
      of
      the Board of Directors, shall be filed with the minutes of the proceedings
      of
      the Board of Directors.

    


    
      
         

      

      
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    Section
      9. Meeting
      by Conference Telephone.
      Any one
      or more members of the Board of Directors may participate in a meeting of such
      Board of Directors by means of a conference telephone or similar communications
      equipment allowing all persons participating in the meeting to hear each other
      at the same time. Participation by such means shall constitute presence in
      person at a meeting. 

    


     

    Article
      III. OFFICERS

     

    Section
      1. Election
      and Appointment and Term of Office. 

     

    (a) The
      officers of the Corporation may be a Chairman of the Board or Co-Chairmen,
      one
      or more Vice Chairmen, a Chief Executive Officer, a President, such number,
      if
      any, of Vice Presidents (including Executive or Senior Vice Presidents) as
      the
      Board may from time to time determine, a Secretary and a Treasurer and such
      officers as the Board may from time to time determine. Each such officer shall
      be elected or appointed by the Board at its annual meeting or such other time
      as
      the Board shall determine, and shall serve at the discretion of the Board.
      Two
      or more offices may be held by the same person except that the same person
      shall
      not be both President and Secretary. The Board may also elect or appoint (and
      may authorize the Chief Executive Officer or President to appoint) such other
      officers (including one or more Assistant Secretaries and Assistant Treasurers)
      as it deems necessary who shall have such authority and shall perform such
      duties as the Board or the Chief Executive Officer or President may from to
      time
      prescribe. The Board may, but shall not be required to, designate one or more
      officers who shall hold the position(s) and perform the duties of, Chief
      Executive Officer, Chief Operating Officer, Chief Financial Officer Chief
      Accounting Officer and Chief Information Officer. 

     

    (b) If
      additional officers are elected or appointed during the year, each shall hold
      office until the next annual meeting of the Board at which officers are
      regularly elected or appointed and until his successor is elected or appointed
      and qualified or until his earlier death or resignation or removal in the manner
      hereinafter provided. 

     

     

    
      
         

      

      
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    Section
      2. Duties
      and Functions.

    


    (a) Chairman.
      The
      Chairman of the Board shall perform such other duties as are expressly delegated
      to the Chairman of the Board by the Board. The Chairman of the Executive
      Committee shall be a member of the Executive Committee and shall preside at
      meetings of the Executive Committee and shall have such other duties as are
      expressly delegated to the Chairman by the Board. 

    


    (b) Vice
      Chairman.
      The Vice
      Chairman shall perform such other duties as are expressly delegated to the
      Vice
      Chairman by the Chairman.

    


    (c) Chief
      Executive Officer.
      The
      Chief Executive Officer shall be responsible for supervising the management
      of
      the business and affairs of the Corporation, subject to the directions and
      limitations imposed by the Board, these By-Laws and the Certificate of
      Incorporation of this Corporation. All other officers shall report and be
      accountable to the Chief Executive Officer, except as otherwise provided in
      these By-Laws or as otherwise determined by the Board.

    


    (d) Chief
      Operating Officer.
      The
      Chief Operating Officer shall be responsible for supervising the day to day
      operations of the business and affairs of the Corporation, subject to the
      directions and limitations imposed by the Board, the Chief Executive Officer
      and
      these By-Laws, and shall report to the Chief Executive Officer or to the Board,
      as the Board shall determine. All other officers involved with the operations
      of
      the Corporation shall report and be accountable to the Chief Operating Officer.
      

    


    (e) Chief
      Financial Officer.
      The
      Chief Financial Officer shall be responsible for supervising the Corporation’s
      overall financial planning and financial controls and shall be responsible
      for
      the maintenance of the Corporation’s books and records, subject to the
      directions and limitations imposed by the Board, the Chief Executive Office
      and
      these By-Laws. All other officers involved with the financial and accounting
      functions of the Corporation shall report and be accountable to the Chief
      Financial Officer, and the Chief Financial Officer shall report to the Chief
      Executive Officer or the Board, as the Board shall determine. 

    


    
      
         

      

      
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    (f) Chief
      Accounting Officer.
      The
      Chief Accounting Officer shall keep true and full accounts of all assets,
      liabilities, receipts and disbursements and other transactions of the
      Corporation and shall cause regular audits of the books and records of the
      Corporation to be made, and shall have charge, supervision and control of the
      accounting affairs of the Corporation, subject to the directions and limitations
      imposed by the Board, the Chief Executive Officer and these
      By-Laws.

    


    (g) Chief
      Information Officer.
      The
      Chief Information Officer shall report to the Chief Financial Officer and shall
      be responsible for the information technology infrastructure and network access
      within the Company as well as the processes and practices supporting the flow
      of
      information and maintaining the security of such functions and platforms. The
      Chief Information Officer shall be responsible for establishing Internet
      protocol and the security of usage. The Chief Information Officer shall be
      responsible for providing a technology vision for the Company and the evaluation
      of new information technology products and services.

    


    (h) President.
      The
      President shall be responsible for implementing the policies adopted by the
      Board. The President shall also have the powers and duties delegated to the
      President by these By-Laws and such other powers and duties as the Board may
      from time to time determine. 

    


    (i) Vice
      President.
      Each
      Vice President shall have such powers and duties as shall be prescribed by
      the
      Board.

    


    (j) Secretary.
      The
      Secretary shall keep the records of all meetings of the stockholders, the Board
      and all other committees, if any, in one or more books kept for that purpose.
      The Secretary shall give or cause to be given due notice of all meetings in
      accordance with these By-Laws and as required by law. The Secretary shall be
      custodian of the seal of the Corporation and of all contracts, deeds, documents
      and other corporate papers, records (except accounting records) and indicia
      of
      title to properties owned by the Corporation as shall not be committed to the
      custody of another officer by the Board, or by the President. The Secretary
      shall affix or cause to be affixed the seal of the Corporation to instruments
      requiring the same when the same have been signed on behalf of the Corporation
      by a duly authorized officer. The Secretary shall perform all duties and have
      all powers incident to the office of Secretary and shall perform such other
      duties as shall be assigned to such officer by the Board or the President.
      The
      Secretary may by assisted by one or more Assistant Secretaries.

    


    
      
         

      

      
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    (k) Treasurer.
      The
      Treasurer shall have charge and custody of all moneys, stocks, bonds, notes
      and
      other securities owned or held by the Corporation, except those held elsewhere
      at the direction of the Chief Executive Officer or the Board. The Treasurer
      shall perform all duties and have all powers incident to the office of Treasurer
      and shall perform such other duties as shall be assigned to such officer by
      the
      Board, the Chief Executive Officer and the Chief Financial Officer. The
      Treasurer may be assisted by one or more Assistant Treasurers, and the Treasurer
      shall report to the Chief Financial Officer or to such other officer as may
      be
      designated by the Board or to the Board, as the Board shall
      determine.

    


    Section
      3. Resignation,
      Removal and Vacancies.

    


    (a) Any
      officer may resign at any time by giving a written notice of resignation to
      the
      Board or the President. Any such resignation shall take effect at the time
      specified therein or when delivered to the Board, as the Board shall determine.
      Except as aforesaid, the acceptance of such resignation shall not be necessary
      to make it effective. 

    


    (b) Any
      officer, agent or employee elected or appointed by the Board may be removed,
      with or without cause, at any time by the Board. Any officer, agent or employee
      appointed by an officer may be removed, with or without cause, at any time
      by
      the Board or such officer. Any such removal shall not affect any rights which
      a
      terminated employee may have under the terms of any employment agreement between
      such person and the Corporation, provided that such agreement has been approved
      by the Board and has been executed by an officer authorized by the Board to
      execute such agreement.

    


    
      
         

      

      
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    (c) A
      vacancy
      in any office may be filled for the unexpired portion of the term in the same
      manner as provided in these By-Laws for election or appointment to such office.
      

    


     

    Article
      IV. CAPITAL
      STOCK

     

    Section
      1. Certificates
      of Stock.
      Certificates representing shares of stock of the Corporation shall be in such
      form complying with the statute as the Board of Directors may from time to
      time
      prescribe and shall be signed by the Chairman of the Board or a Vice Chairman
      of
      the Board or the President or a Vice President and by the Treasurer or an
      Assistant Treasurer or the Secretary of an Assistant Secretary.

    


    Section
      2. Transfer
      of Stock.
      Shares
      of capital stock of the Corporation shall be transferrable on the books of
      the
      Corporation only by the holder of record thereof, in person or by duly
      authorized attorney, upon surrender and cancellation of certificates for a
      like
      number of shares, with an assignment or power of transfer endorsed thereon
      or
      delivered therewith, duly executed, and with such proof of authenticity of
      the
      signature and of authority to transfer, and of payment of transfer taxes, as
      the
      Corporation or its agents may require.

    


    Section
      3. Ownership
      of Stock.
      The
      Corporation shall be entitled to treat the holder of record of any share or
      shares of stock as the owner thereof in fact and shall not be bound to recognize
      any equitable or other claim to or interest in such shares on the part of any
      other person, whether or not it shall have express or other notice thereof,
      except as otherwise expressly provided by law.

    


    
      
         

      

      
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    Article
      V. MISCELLANEOUS

     

    Section
      1. Corporate
      Seal.
      The seal
      of the Corporation shall be circular in form and shall contain the name of
      the
      Corporation and the year and State of incorporation.

    


    Section
      2. Fiscal
      Year.
      The
      Board of Directors shall have power to fix, and from time to time change, the
      fiscal year of the Corporation.

    


     

    Article
      VI. AMENDMENT

     

    Section
      1. The
      Board
      of Directors shall have the power to adopt, amend or repeal the By-Laws of
      the
      Corporation subject to the power of the shareholders to amend or repeal
      the By-Laws made or altered by the Board of Directors.

     

    
      
         

      

      
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    Article
      VII. INDEMNIFICATION

     

    Section
      1 Indemnification.

     

     

    
      	 	
              (a)

            	
              The
                Corporation shall indemnify any person made, or threatened to be
                made, a
                party to any action or proceeding, whether civil or criminal or
                investigative (a “proceeding”),
                including an action by or in the right of the Corporation or any
                other
                corporation of any type or kind, domestic or foreign, or any partnership,
                limited liability company, joint venture, trust, employee benefit
                plan or
                other enterprise, which any director or officer of the Corporation
                served
                in any capacity at the request of the Corporation, by reason of the
                fact
                that such person, his or her testator or interstate, was a director
                or
                officer of the Corporation, or served such other corporation, partnership,
                limited liability company, joint venture, trust, employee benefit
                plan or
                other enterprise in any capacity, against judgments, fines, amounts
                paid
                in settlement and reasonable expenses, including attorneys’ fees actually
                and necessarily incurred as a result of such proceeding, or any appeal
                therein, if such director or officer acted in good faith, for a purpose
                which he reasonably believed to be in, or, in the case of service
                for any
                other corporation or any partnership, limited liability company,
                joint
                venture, trust, employee benefit plan or other enterprise, not opposed
                to,
                the best interest of the Corporation and, in criminal proceedings,
                in
                addition, had no reasonable cause to believe that his or her conduct
                was
                unlawful.

            


    

     

    
      	 	
              (b)

            	
              The
                termination of any such civil or criminal proceeding by judgment,
                settlement, conviction or upon a plea of nolo contendere, or its
                equivalent, shall not in itself create a presumption that any such
                director or officer did not act in good faith, for a purpose which
                he
                reasonably believed to be in, or, in the case of service for any
                other
                corporation or any partnership, limited liability company, joint
                venture,
                trust, employee benefit plan or other enterprise, not opposed to,
                the best
                interests of the Corporation or that such officer or director had
                reasonable cause to believe that his or her conduct was
                unlawful.

            


    

     

    
      
         

      

      
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              (c)

            	
              For
                the purpose of this Article, the Corporation shall be deemed to have
                requested a person to serve as an employee of a Corporation benefit
                plan
                where the performance by such person of his duties to the Corporation
                also
                imposes duties on, or otherwise involves services by, such person
                to the
                plan or participants or beneficiaries of the plan; excise taxes assessed
                on a person with respect to an employee benefit plan pursuant to
                applicable law shall be considered fines; and action taken or omitted
                by a
                person with respect to an employee benefit plan in the performance
                of such
                person’s duties for a purpose reasonably believed by such person to be in
                the interest of the participants and beneficiaries of the plan shall
                be
                deemed to be for a purpose which is not opposed to the best interests
                of
                the Corporation.

            


    

     

    
      	 	
              (d)

            	
              The
                right to indemnification conferred in this Article shall be a contract
                right and shall include the right to be paid by the Corporation the
                expenses incurred in defending any such proceeding in advance of
                its final
                disposition; provided,
                however,
                that, if the Business Corporation Law requires, the payment of such
                expenses incurred by a director or officer in such person’s capacity as a
                director or officer in advance of the final disposition of a proceeding
                shall be made only upon receipt by the Corporation of an undertaking,
                by
                or on behalf of such director or officer, to repay all amounts so
                advanced
                if it shall ultimately be determined that such director or officer
                is not
                entitled to be indemnified under this Article or
                otherwise.

            


    

     

    
      	 	
              (e)

            	
              Any
                determination as to whether a person has met an applicable standard
                of
                conduct shall be made in accordance with the provisions of Section
                723 of
                the Business Corporation Law.

            


    

     

    
      	 	
              (f)

            	
              If
                a claim for indemnification under this Article is not paid in full
                by the
                Corporation within thirty days after a written claim has been received
                by
                the Corporation, the claimant may at any time thereafter bring suit
                against the Corporation to recover the unpaid amount of the claim
                and, if
                successful in whole or in part, the claimant shall be entitled to
                be paid
                also the expense of prosecuting such claim. It shall be a defense
                to any
                such action (other than action brought to enforce a claim for expenses
                incurred in defending any proceeding in advance of its final disposition
                where the required undertaking, if any is required, has been tendered
                to
                the Corporation) that the claimant has not met the standards of conduct
                prescribed hereunder, but the burden of proving such defense shall
                be on
                the Corporation. Neither the failure of the Corporation (including
                its
                Board of Directors, independent legal counsel, or its shareholders)
                to
                have made a determination prior to the commencement of such action
                that
                indemnification of the claimant is proper in the circumstances because
                such claimant has met the applicable standard of conduct set forth
                herein
                or in the Business Corporation law, nor an actual determination by
                the
                Corporation (including its Board of Directors, independent legal
                counsel,
                or its shareholders) that the claimant has not met such applicable
                standard of conduct, shall be a defense to the action or create a
                presumption that the claimant has not met the applicable standard
                of
                conduct.

            


    

     

    
      
         

      

      
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              (g)

            	
              The
                right to indemnification and the payment of expenses incurred in
                defending
                a proceeding in advance of its final disposition conferred in this
                Article
                shall not be exclusive of any other right which any person may have
                or
                hereafter acquire under any statute, provision of the Certificate
                of
                Incorporation, By-Laws, agreement, vote of shareholders or disinterested
                directors or otherwise. The Corporation is authorized to provide
                for such
                additional indemnification by (a) a resolution of shareholders, (b)
                a
                resolution of directors, or (c) an agreement providing for such
                indemnification.

            


    

     

    
      	 	
              (h)

            	
              Notwithstanding
                any provision hereof, no indemnification shall be made to or on behalf
                of
                any person if a judgment or other final adjudication adverse to such
                person establishes that his acts were committed in bad faith or were
                the
                result of active and deliberate dishonesty and were material to the
                cause
                of action so adjudicated, or that such person in fact personally
                gained a
                financial profit or other advantage to which such person was not
                legally
                entitled.

            


    

     

    
      	 	
              (i)

            	
              If
                any provision of this Article is determined to be unenforceable in
                whole
                or in part, such provision shall nonetheless be enforced to the fullest
                extent permissible, it being the intent of this Article to provide
                indemnification to all persons eligible hereunder to the fullest
                extent
                permitted under law.

            


    

     

    
      
         

      

      
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