EXHIBIT
      10.4

    


    

     

    CONTINUING
      GUARANTY

     

    (Business
      Organization)

     

    


    
      	GUARANTOR:	
              Premier
                Oncology, Inc.

            


    

    Name

    


    1285
      Avenue of the Americas, 35th Floor, New York, New York
      10019

    Address
      of Chief Executive Office

    


    A
      Corporation
      organized under the laws of the State of Delaware

    


    
      	LESSEE:	
              Premier
                Oncology Management of Nassau,
                LLC

            


    

    Name

    


    1
      Lethbridge Plaza, Route 17 North, Suite 20, Mahwah, New Jersey
      07430

    Address

    


    
      	LESSOR:	
              M&T
                Credit Services, LLC,
                One M&T Plaza, Buffalo, New York 14203 Attention: Office of General
                Counsel

            


    

    


    2. Guaranty.

     

    (c) Guarantor,
      intending to be legally bound, hereby unconditionally guarantees the full and
      prompt payment and performance of any and all of Lessee’s Obligations (as
      defined below) to the Lessor when due, whether at stated maturity, by
      acceleration or otherwise. As used in this Guaranty, the term “Obligations”
shall mean any and all obligations, indebtedness and other liabilities of Lessee
      to the Lessor now or hereafter existing, of every kind and nature and all
      accrued and unpaid interest thereon and all Expenses (as defined below)
      including without limitation, whether such obligations, indebtedness and other
      liabilities (i) are direct, contingent, liquidated, unliquidated, secured,
      unsecured, matured or unmatured; (ii) are pursuant to a guaranty or surety
      in
      favor of the Lessor; (iii) were originally contracted with the Lessor or with
      another party (including obligations under a guaranty or surety originally
      in
      favor of such other party); (iv) are contracted by Lessee alone or jointly
      with
      one or more other parties; (v) are or are not evidenced by a writing; (vi)
      are
      renewed, replaced, modified or extended; and (vii) are periodically extinguished
      and subsequently reincurred or reduced and thereafter increased. Guarantor
      will
      pay or perform his or her obligations under this Guaranty upon demand. This
      Guaranty is and is intended to be a con-tinuing guaranty of payment (not
      collection) of the Obligations (irrespective of the aggregate amount thereof
      and
      whether or not the Obligations from time to time exceeds the amount of this
      Guaranty, if limited), independent of, in addition and without modification
      to,
      and does not impair or in any way affect, any other guaranty, endorsement,
      or
      other agreement in connection with the Obligations, or in connection with any
      other indebtedness or liability to the Lessor or collateral held by the Lessor
      therefor or with respect thereto, whether or not furnished by Guarantor.
      Guarantor understands that the Lessor can bring an action under this Guaranty
      without being required to exhaust other remedies or demand payment first from
      other parties.

    


    (d) Guarantor
      acknowledges the receipt of valuable consideration for this Guaranty and
      acknowledges that the Lessor is relying on this Guaranty in making a financial
      accommodation to Lessee, whether a commitment to lend, extension, modification
      or replacement of, or forbearance with respect to, any Obligation, cancellation
      of another guaranty, purchase of Lessee's assets, or other valuable
      consideration.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    2.
      Continuing, Absolute, Unconditional. This
      Guaranty is irrevocable, absolute, continuing, unconditional and general without
      any limitation. This Guaranty is unlimited in amount unless an amount is
      inserted in the following blank. Only if an amount is so inserted, this Guaranty
      is limited in amount to (1) $____________N/A
      ____________of
      the
      principal amount of the Obligations plus (2) a proportionate share
      (i.e.,
      in the
      same proportion as the amount in (1) above bears to the total principal amount
      of the obligations) of all accrued and unpaid interest, premiums and Expenses
      (as defined below) incurred with respect to the Obligations and (3) all of
      the Expenses incurred with respect to this Guaranty (collectively, the
“Guaranteed Amount”).

    


    3.
      Guarantor's Waivers & Authorizations.

     

    (b) Guarantor's
      obligations shall not be released, impaired or affected in any way including
      by
      any of the following, all of which Guarantor hereby waives (i) any bankruptcy,
      reorganization or insolvency under any law of Lessee or that of any other party,
      or by any action of a trustee in any such proceeding; (ii) any new
      agreements or obligations of Lessee or any other party with the Lessor;
      (iii) any adjustment, compromise or release of any Obligations of Lessee,
      by the Lessor or any other party; the existence or nonexistence or order of
      any
      filings, exchanges, releases, impairment or sale of, or failure to perfect
      or
      continue the perfection of a security interest in any collateral for the
      Obligations, (iv) any failure of Guarantor to receive notice of any
      intended disposition of such collateral; (v) any fictitiousness,
      incorrectness, invalidity or unenforceability, for any reason, of any instrument
      or other agreement which may evidence any Obligation; (vi) any composition,
      extension, stay or other statutory relief granted to Lessee including, without
      limitation, the expiration of the period of any statute of limitations with
      respect to any lawsuit or other legal proceeding against Lessee or any person
      in
      any way related to the Obligations or a part thereof or any collateral therefor;
      (vii) any change in form of organization, name, membership or ownership of
      Lessee or Guarantor; (viii) any refusal or failure of the Lessor or any
      other person prior to the date hereof or hereafter to grant any additional
      loan
      or other credit accommodation to Lessee or the Lessor's or any other party's
      receipt of notice of such refusal or failure; (ix) any setoff, defense or
      counterclaim of Lessee with respect to the obligations or otherwise arising,
      either directly or indirectly, in regard to the Obligations; or (x) any
      other circumstance that might otherwise constitute a legal or equitable defense
      to Guarantor's obligations under this Guaranty.

    


    (b)
      The
      Guarantor waives acceptance, assent and all rights of notice or demand including
      without limitation (i) notice of acceptance of this Guaranty, of Lessee's
      default or nonpayment of any Obligation, and of changes in Lessee's financial
      condition; (ii) presentment, protest, notice of protest and demand for
      payment; (iii) notice that any Obligations has been incurred or of the
      reliance by the Lessor upon this Guaranty; and (iv) any other notice,
      demand or condition to which Guarantor might otherwise be entitled prior to
      the
      Lessor's reliance on or enforcement of this Guaranty. Guarantor further
      authorizes the Lessor, without notice, demand or additional reservation of
      rights against Guarantor and without affecting Guarantor's obligations
      hereunder, from time to time: (i) to renew, refinance, modify, subordinate,
      extend, increase, accelerate, or otherwise change the time for payment of,
      the
      terms of or the interest on the Obligations or any part thereof;(ii) to
      accept and hold collateral from any party for the payment of the any or all
      of
      the Obligations, and to exchange, enforce or refrain from enforcing, or release
      any or all of such collateral; (iii) to accept any endorsement or guaranty
      of any or all of the Obligations or any negotiable instrument or other writing
      intended to create an accord and satisfaction with respect to any or all of
      the
      Obligations; (iv) to release, replace or modify the obligation of any
      endorser or guarantor, or any party who has given any collateral for any of
      all
      of the Obligations, or any other party in any way obligated to pay any or all
      of
      the Obligations, and to enforce or refrain from enforcing, or compromise or
      modify, the terms of any obligation of any such endorser, guarantor or party;
      (v) to dispose of any and all collateral securing the Obligations in any
      manner as the Lessor, in its sole discretion, may deem appropriate, and to
      direct the order and the enforcement of any and all endorsements and guaranties
      relating to the Obligations in the Lessor’s sole discretion; and (vi) to
      determine the manner, amount and time of application of payments and credits,
      if
      any, to be made on all or any part of the -Obligations including, without
      limitation, if this Guaranty is limited in amount, to make any such application
      to Obligations, if any, in excess of the amount of this Guaranty.

    


    (c)
      Notwithstanding
      any other provision in this Guaranty, Guarantor irrevocably waives, without
      notice, any right he or she may have at law or in equity (including without
      limitation any law subrogating Guarantor to the rights of the Lessor) to seek
      contribution, indemnification or any other form of reimbursement from Lessee
      or
      any other obligor or guarantor of the Obligations for any disbursement made
      under this Guaranty or otherwise.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    4.
      Termination.
      This
      Guaranty shall remain in full force and effect as to each Guarantor until actual
      receipt by the Lessor or the Lessor’s agent responsible for Lessee’s
      relationship with the Lessor of written notice of Guarantor's intent to
      terminate (or Guarantor's death or incapacity) plus the lapse of a
      reasonable time for the Lessor to act on such notice (the “Receipt of Notice”);
      provided, however, this Guaranty shall remain in full force and effect
      thereafter until all Obligations outstanding, or contracted or committed for
      (whether or not outstanding), before such Receipt of Notice by the Lessor,
      and
      any extensions, renewals or replacements thereof (whether made before or after
      such Receipt of Notice), together with interest accruing thereon after such
      Receipt of Notice, shall be finally and irrevocably paid in full. Discontinuance
      of this Guaranty as to one Guarantor shall not operate as a discontinuance
      hereof as to any other guarantor. Payment of all of the Obligations from time
      to
      time shall not operate as a discontinuance of this Guaranty, unless a Receipt
      of
      Notice as provided above has been received by the Lessor. Guarantor agrees
      that,
      to the extent that Lessee makes a payment or payments to the Lessor on the
      Obligations, or the Lessor receives any proceeds of collateral to be applied
      to
      the Obligations, which payment or payments or any part thereof are subsequently
      invalidated, declared to be fraudulent or preferential, set aside or otherwise
      are required to be repaid to Lessee, its estate, trustee, receiver or any other
      party, including, without limitation, under any bankruptcy law, state or federal
      law, common law or equitable cause, then to the extent of such repayment, the
      obligation or part thereof which has been paid, reduced or satisfied by such
      amount shall be reinstated and continued in full force and effect as of the
      date
      such initial payment, reduction or satisfaction occurred, notwithstanding any
      contrary action which may have been taken by the Lessor in reliance upon such
      payment or payments. As of the date any payment or proceeds of collateral are
      returned, the statute of limitations shall start anew with respect to any action
      or proceeding by the Lessor against Guarantor under this Guaranty.

    


    5.
      Expenses.
      Guarantor agrees to reimburse the Lessor on demand for all the Lessor's
      expenses, damages and losses of any kind or nature, including without limitation
      costs of collection and actual attorneys' fees and disbursements whether for
      internal or external counsel incurred by the Lessor in attempting to enforce
      this Guaranty, collect any of the Obligations including any workout or
      bankruptcy proceedings or other legal proceedings or appeal, realize on any
      collateral, defense of any action under the prior paragraph or for any other
      purpose related to the Obligations (collectively, “Expenses”). Expenses will
      accrue interest at the highest default rate in any instrument evidencing the
      Obligations until payment is actually received by the Lessor.

    


    6.
      Financial
      and Other Information.
      Guarantor shall promptly deliver to the Lessor copies of all annual reports,
      proxy statements and similar information distributed to shareholders, partners
      or members and of all filings with the Securities and Exchange Commission and
      the Pension Benefit Guaranty Corporation and shall provide in form reasonably
      satisfactory to the Lessor: (i) within sixty days after the end of each of
      its first three fiscal quarters, a quarterly report on Form 10-QSB as prepared
      by and for The Sagemark Companies, Ltd. (of which Premier Oncology, inc. is
      a
      wholly owned subsidiary) (ii) within one hundred five days after the end of
      each fiscal year an Annual Report on Form 10-KSB as prepared by and for The
      Sagemark Companies, Ltd., , setting forth comparative figures for the preceding
      fiscal year and to be:

     

    x audited ˆ oreviewed ˆocompiled

    


    by
      an
      independent certified public accountant acceptable to the Lessor; all such
      statements shall be certified by Guarantor's chief financial officer or partner
      to be correct, not misleading and in accordance with Guarantor's records and
      to
      present fairly the results of Guarantor's operations and cash flows and if
      annual its financial position at year end in conformity with generally accepted
      accounting principles. If no box is checked, Guarantor shall deliver financial
      statements and information in the form and at the times satisfactory to the
      Lessor. Guarantor represents that its assets are not subject to any liens,
      encumbrances or contingent liabilities except as fully disclosed to the Lessor
      in such statements. Guarantor authorizes the Lessor from time to time to obtain,
      verify and review all financial data deemed appropriate by the Lessor in
      connection with this Guaranty and the Obligations, including without limitation
      credit reports from agencies. Guarantor understands this Guaranty and has
      satisfied itself as to its meaning and consequences and acknowledges that it
      has
      made its own arrangements for keeping informed of changes or potential changes
      affecting the Lessee including the Lessee’s financial condition.

    


    7.
      Security; Right of Setoff.
      As
      further security for payment of the Obligations, Expenses and any other
      obligations of Guarantor to the Lessor, Guarantor hereby grants to the Lessor
      a
      security interest in all money, securities and other property of Guarantor
      in
      the actual or constructive possession or control of the Lessor or its affiliates
      including without limitation all deposits and other accounts owing at any time
      by the Lessor or any of its affiliates in any capacity to Guarantor in any
      capacity (collectively, “Property”). The Lessor shall have the right to set off
      Guarantor’s Property against any of Guarantor’s obligations to the Lessor. Such
      set-off shall be deemed to have been exercised immediately at the time the
      Lessor or such affiliate elect to do so. The Lessor shall also have all of
      the
      rights and remedies of a secured party under the Uniform Commercial Code, as
      the
      same may be in effect in the State of New York, as amended from time to time,
      in
      addition to those under this Guaranty and other applicable law and
      agreements.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    8.
      No Transfer of Assets.
      Guarantor shall not transfer, reinvest or otherwise dispose of its assets in
      a
      manner or to an extent that would or might impair Guarantor's ability to perform
      its obligations under this Guaranty.

    


    9.
      Nonwaiver by the Lessor; Miscellaneous.
      This
      Guaranty is intended by Guarantor to be the final, complete and exclusive
      expression of the agreement between Guarantor and the Lessor. This Guaranty
      may
      be assigned by the Lessor, with notice to guarantor, shall inure to the benefit
      of the Lessor and its successors and assigns, and shall be binding upon
      Guarantor and its successors and assigns and any participation may be granted
      by
      the Lessor herein in connection with the assignment or granting of a
      participation by the Lessor in the Obligations or any part thereof. All rights
      and remedies of the Lessor are cumulative, and no such right or remedy shall
      be
      exclusive of any other right or remedy. This Guaranty does not supersede any
      other guaranty or security granted to the Lessor by Guarantor or others No
      single, partial or delayed exercise by the Lessor of any right or remedy shall
      preclude exercise by the Lessor at any time at its sole option of the same
      or
      any other right or remedy of the Lessor without notice. Guarantor expressly
      disclaims any reliance on any course of dealing or usage of trade or oral
      representation of the Lessor including, without limitation, representations
      to
      make loans to Lessee or enter into any other agreement with Lessee or Guarantor.
      No course of dealing or other conduct, no oral agreement or representation
      made
      by the Lessor or usage of trade shall operate as a waiver of any right or remedy
      of the Lessor. No waiver or amendment of any right or remedy of the Lessor
      or
      release by the Lessor shall be effective unless made specifically in writing
      by
      the Lessor. Each provision of this Guaranty shall be interpreted as consistent
      with existing law and shall be deemed amended to the extent necessary to comply
      with any conflicting law. If any provision nevertheless is held invalid, the
      other provisions shall remain in effect. Guarantor agrees that in any legal
      proceeding, a copy of this Guaranty kept in the Lessor’s course of business may
      be admitted into evidence as an original. Captions are solely for convenience
      and not part of the substance of this Guaranty. If this Guaranty is limited
      pursuant to Paragraph 2 hereof, until the Obligations are indefeasibly paid
      in
      full, the Guaranteed Amount shall not be reduced in any manner whatsoever by
      any
      amounts which the Lessor may realize before or after maturity of the Obligations
      (by acceleration, demand or otherwise), as a result of payments made by or
      on
      behalf of Lessee or by or on behalf of any other person or entity other than
      Guarantor primarily or secondarily liable for the Obligations or any part
      thereof, or otherwise credited to Lessee or such person or entity, or as a
      result of the exercise of the Lessor’s rights with respect to any collateral for
      the Obligations or any part thereof. Payments made to the Lessor by Guarantor
      (other than, directly or indirectly, from collateral or other persons or
      entities liable for any portion of the Obligations) after maturity of the
      Obligations, by acceleration or otherwise, shall reduce the Guaranteed
      Amount.

    


    10.
      Joint and Several.
      If there
      is more than one Guarantor, each Guarantor jointly and severally guarantees
      the
      payment and performance in full of all obligations under this Guaranty and
      the
      term “Guarantor” means each as well as all of them. Guarantor also agrees that
      the Lessor need not seek payment from any source other than the undersigned
      Guarantor. This Guaranty is a primary obligation. Guarantor’s obligations
      hereunder are separate and independent of Lessee’s, and a separate action may be
      brought against Guarantor whether or not action is brought or joined against
      or
      with Lessee or any other party.

    


    11.
      Authorization.
      Guarantor certifies that it is an entity in the form described above duly
      organized and in good standing under the laws of the State of its organization
      and duly authorized to do business in each State material to the conduct of
      its
      business. Guarantor has determined that the execution of this Guaranty will
      be
      in its best interests, to its direct benefit, incidental to its powers, and
      in
      furtherance of its duly acknowledged purposes and objectives. Execution of
      this
      Guaranty by the persons signing below has been authorized by all necessary
      corporate action, including directors' and shareholder consent or (as
      appropriate) is authorized by its partnership agreement or governing instrument.
      Guarantor's chief executive office is located at the above address.

    


    12.
      Notices.
      Any
      demand or notice hereunder or under any applicable law pertaining hereto shall
      be in writing and duly given if delivered to Guarantor (at its address on the
      Lessor’s records) with a copy to Robert L. Blessey, Esq., 51 Lyon Ridge Road,
      Katonah, New York 10536, or to the Lessor (at the address on page one and
      separately to the Lessor’s agent responsible for Lessee’s relationship with the
      Lessor at the address provided by Lessor). Such notice or demand shall be deemed
      sufficiently given for all purposes when delivered (i) by personal delivery
      and
      shall be deemed effective when delivered, or (ii) by certified or registered
      mail, return receipt requested and shall be deemed effective on date of receipt
      comfirmed by registered or certified mail or one (1) business day after delivery
      to a nationally recognized overnight courier service (e.g.,
      Federal
      Express). Notice by e-mail is not valid notice under this or any other agreement
      between Guarantor and the Lessor.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    13.
      Governing Law and Jurisdiction.
      This
      Guaranty has been delivered to and accepted by the Lessor and will be deemed
      to
      be made in the State of New York. Unless provided otherwise under federal law,
      this Guaranty will be interpreted in accordance with the laws of the State
      of
      New York excluding its conflict of laws rules. GUARANTOR
      HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR
      FEDERAL COURT IN ANY JUDICIAL DISTRICT OR COUNTY IN THE STATE OF NEW YORK WHERE
      THE LESSOR MAINTAINS A BRANCH AND CONSENTS THAT THE LESSOR MAY EFFECT ANY
      SERVICE OF PROCESS IN THE MANNER AND AT GUARANTOR’S ADDRESS SET FORTH ABOVE FOR
      PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS GUARANTY
      WILL PREVENT THE LESSOR FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR
      JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, AGAINST ANY
      SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, STATE
      OR
      OTHER FOREIGN OR DOMESTIC JURISDICTION.
      Guarantor acknowledges and agrees that the venue provided above is the most
      convenient forum for both the Lessor and Guarantor. Guarantor hereby waives
      any
      objection to venue and any objection based on a more convenient forum in any
      action instituted under this Guaranty.

    


    14.
      Waiver of Jury Trial. GUARANTOR AND THE LESSOR HEREBY KNOWINGLY, VOLUNTARILY,
      AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY GUARANTOR AND THE LESSOR
      MAY
      HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS
      GUARANTY OR THE TRANSACTIONS RELATED HERETO. GUARANTOR REPRESENTS AND WARRANTS
      THAT NO REPRESENTATIVE OR AGENT OF THE LESSOR HAS REPRESENTED, EXPRESSLY OR
      OTHERWISE, THAT THE LESSOR WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
      THIS JURY TRIAL WAIVER. GUARANTOR ACKNOWLEDGES THAT THE LESSOR HAS BEEN INDUCED
      TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS
      SECTION.

    


    Acknowledgment.
      Guarantor acknowledges that it has read and understands all the provisions
      of
      this Guaranty, including the Governing
      Law, Jurisdiction
      and
Waiver
      of Jury Trial,
      and has
      been advised by counsel as necessary or appropriate.

     

    
      
        	 	
                GUARANTOR:

                PREMIER ONCOLOGY,
                  INC.

              
	 	 
	DATE: November
                5, 2007 	/s/ Ron Lipstein 
	TIN #: 06-1804599	
                Ron
                  Lipstein

                President

              


      

    

     

    ACKNOWLEDGMENT

    


    STATE
      OF
      ________)

    :
      SS.

    COUNTY
      OF_______)

    


    On
      the
      5th
      day of
      November, 2007, before me, the undersigned, a Notary Public in and for said
      State, personally appeared Ron
      Lipstein,
      personally known to me or proved to me on the basis of satisfactory evidence
      to
      be the individual(s) whose name(s) is (are) subscribed to the within instrument
      and acknowledged to me that he/she/they executed the same in his/her/their
      capacity(ies), and that by his/her/their signature(s) on the instrument, the
      individual(s), or the person upon behalf of which the individual(s) acted,
      executed the instrument.

     

    
      	 	
              __________________

              Notary
                Public 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    COMPANY
      GENERAL CERTIFICATE

    


    


    
      	
              FROM:

            	
              Premier
                Oncology, Inc. (the
                “Company”)

            


    

    


    The
      undersigned hereby certifies that he/she has the power and authority to execute
      and deliver this Company General Certificate to M&T Credit Services, LLC,
      and any of their affiliates (any or collectively, the “Lessor”) on behalf of the
      Company. The undersigned further certifies that the following are true and
      correct:

    


    4) Resolutions.
      The
      resolutions attached as Exhibit A (the “Resolutions”) were duly adopted by the
      Company’s board of directors (if a corporation), membership (if a limited
      liability company), partners (if a general partnership) or such other governing
      body as may be applicable to the Company, at a meeting duly called and held,
      or
      by unanimous consent, on November 5, 2007; that none of the Resolutions have
      been rescinded, revoked or modified in any way; that each Resolution is in
      full
      force and effect on the date of this Certificate; and that neither any of the
      Resolutions nor any action taken or to be taken pursuant to any of the
      Resolutions violates, or will result in any violation of, any statute,
      regulation or other law applicable to the Company or the governing documents
      applicable to the Company, or any instrument, agreement or document to which
      the
      Company is a party, or by which the Company or any of its assets is
      bound.

    


    5) Incumbency.
      Each
      person whose name appears below, opposite a title/position (“Position”), has
      been duly elected or appointed to and qualified for such Position at the Company
      and that on the date of this Certificate such person holds such Position; and
      that each signature appearing below is a true specimen of the signature of
      the
      person whose signature it purports to be.

    


    
      	
              NAME

            	 	
              TITLE/POSITION

            	 	
              SIGNATURE

            
	
              Ron
                Lipstein

            	 	
              President

            	 	
               

              /s/
                Ron Lipstein

            
	 	 	 	 	 


    

    


    6) Organization
      and Standing.
      The
      Company is duly organized, validly existing and in good standing under the
      laws
      of the State/Commonwealth of Delaware.
      No
      petition for dissolution has been filed or is pending. The Company has, and
      at
      the time of adoption of the Resolutions had, full power and lawful authority
      to
      adopt the Resolutions and to confer the powers granted in them to the Position
      or persons named or referenced in said Resolutions including any delegation
      of
      powers; and any person holding such Position or the person so named shall have
      full power and lawful authority to exercise those powers. No other action or
      consent of any other person or entity is necessary in order for this Certificate
      or the Resolutions to be effective.

    


    
      	
              November 5, 2007

              Date

            	
              /s/
                Robert L. Blessey

              Robert
                L. Blessey

              Secretary

            


    

    


    NOTE: If
      the
      person signing above is authorized to transact business by any Resolutions,
      this
      Certificate should be attested by a second officer, director, member or partner
      of the Company, unless the Company is owned by a single owner (e.g.,
      shareholder, member) and has no other officer, director or member.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

    TO
      COMPANY GENERAL CERTIFICATE

    RESOLUTION
      TO AUTHORIZE GUARANTY OF CORPORATION

    


    On
      motion
      of Ron
      Lipstein,
      seconded by Stephen
      Katz,
      the
      following Resolutions were adopted by a duly constituted quorum of the Board
      of
      Directors of The Sagemark Companies, Ltd. on behalf of its wholly owned
      subsidiary Premier
      Oncology, Inc.
      (the
“Company”) present at a meeting duly called and held, or by unanimous written
      consent, on November 5, 2007.

    


    RESOLVED,
      that the Company make, execute and deliver to M&T Credit Corporation (the
“Lessor”), at this time and from time to time, a guaranty of all obligations,
      liabilities and indebtedness whatsoever which may be now or hereafter incurred
      to the Lessor by: Premier
      Oncology Management Of Nassau, LLC
      (the
“Guaranty”); and be it further

    


    RESOLVED,
      that the Company is hereby authorized to deliver from time to time to the
      Lessor, as security for the Guaranty, a mortgage, pledge and assignment of
      and
      security interest in any or all of the real and personal property of the
      Company, wherever located, as described in security agreements required by
      the
      Lessor, of even date or heretofore or hereafter; and be it further

    


    RESOLVED,
      that the President
      of
      the
      Company hereby is (are) authorized and directed to make, execute and deliver
      for
      and on behalf of this Company each such Guaranty and such other instruments,
      documents and papers including without limitation security agreements,
      mortgages, pledges, assignments and other instruments for the transfer of title,
      in such forms, and containing such terms, provisions and conditions as may
      be
      approved by the officer of the Company executing the same, such execution to
      be
      conclusive evidence of the officer's approval and the approval of this Board
      of
      Directors, and to perform any and all other acts, including without limitation
      the delivery of collateral, and other papers which may be required to effect
      the
      intent of these resolutions; and be it further

    


    RESOLVED,
      that any and all acts, instruments and other writings previously performed
      or
      executed and delivered by any one or more of the Company's officers on behalf
      of
      the Company, in connection with the transactions guaranteed hereby, are in
      all
      respects ratified, affirmed and approved; and be it further

    


    RESOLVED,
      that the foregoing resolutions shall remain in full force and effect and may
      be
      relied upon by the Lessor until a copy of a subsequent resolution revoking
      or
      amending them, duly certified by the proper officers of the Company, shall
      be
      actually received by the representative of the Lessor responsible for the
      obligations guaranteed by the Guaranty, and the Lessor shall have had a
      reasonable time to act thereon; any action taken by the Lessor prior to such
      actual receipt shall be binding upon the Company, irrespective of when such
      resolution may have been adopted.