EXHIBIT 10.07

                                 PROMISSORY NOTE
                                 ---------------

Amount $272,025.00                                                  July 2, 2007

         The Sagemark Companies, Ltd., a New York corporation with offices at
1285 Avenue of the Americas, 35th Floor, New York, New York 10019 (herein called
the "Company"), for good and valuable consideration, the receipt and sufficiency
of which are hereby unconditionally acknowledged by the Company, hereby promises
to pay to Robert L. Blessey, an individual with offices at 51 Lyon Ridge Road,
Katonah, New York 10536 ("Payee"), on the 30th day of June, 2008 (the "Maturity
Date"), the principal sum of Two Hundred Seventy Two Thousand Twenty Five
Dollars ($272,025) (the "Principal"), without interest on such Principal.

         1.       Payment Terms. The Company shall unconditionally and
irrevocably pay to the Payee, without set-off or deduction, the Principal of
this Note on the earlier of the Maturity Date or the Termination Date
(hereinafter defined), and subject to mandatory prepayment of the Principal as
hereinafter provided. The Principal shall not bear interest thereon.

         2.       Acceleration. In the event of any Event of Default
(hereinafter defined) under this Note, the Principal shall become immediately
due and payable, upon demand by Payee. All payments received by Payee after an
Event of Default under this Note will be applied first to the costs referred to
in Section 7 hereof and next to the Principal of this Note.

         3.       Place and Manner of Payment. All payments of Principal under
this Note (and all other amounts payable hereunder) shall be made to Payee on or
before the due date thereof at the address of Payee set forth above or, at
Payee's request, to Payee at such other place as Payee may, from time to time,
designate. If any payment hereunder becomes due on a Saturday, Sunday or legal
holiday, such payment shall become due on the next business day. All payments of
Principal under this Note shall be deemed made only upon receipt by Payee.

         4.       Prepayment.
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                  (a)      So long as no Event of Default has occurred or is
continuing, the Company may, at its option, at any time or from time to time
prior to the Maturity Date or the Termination Date, on five (5) days prior
notice to Payee, prepay all or any portion of the outstanding Principal balance
of this Note, without premium or penalty.

                  (b)      Notwithstanding any provision of this Note to the
contrary, the Company will prepay the Principal of this Note to Payee as
follows:

<PAGE>

                           (i)      Twenty Thousand Dollars ($20,000) against
the Principal balance of this Note within not more than ten (10) business days
of the Company's receipt from Trident Advisors, Inc., of the next installment of
principal and/or interest under the July 11, 2006 Secured Promissory Note of
Trident Advisors, Inc. to the Company; and

                           (ii)     Twenty Thousand Dollars ($20,000) against
the Principal balance of this Note within not more than ten (10) business days
of the Company's receipt of the proceeds from the next sale to investors of any
equity or debt securities of the Company (including the proceeds from any
conversion of outstanding options or warrants of the Company); and

                           (iii)    The then outstanding Principal balance of
this Note within not more than ten (10) business days of the Company's (or any
subsidiary thereof) receipt of the proceeds from the next sale to investors of
Seven Million Five Hundred Thousand Dollars ($7,500,000) or more of any equity
or debt securities of the Company or any such subsidiary.

         5.       Default.
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                  (a)      If one or more of the following events shall occur
for any reason whatsoever (and whether such occurrence shall be voluntary or
involuntary or come about or be effected by operation of law or pursuant to or
in compliance with any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body), each such event
shall, for purposes of this Note, be deemed an "Event of Default":

                           (i)      default by the Company in the payment of the
Principal of this Note, as and when the same shall become due and payable,
whether at Maturity or at a date fixed for prepayment or by acceleration or
otherwise; or

                           (ii)     default by the Company in the performance or
observance of any other covenant, agreement, term or condition contained herein,
or of any representation or warranty of the Company hereunder, if such default
shall not have been cured or remedied within ten (10) days after notice thereof
shall have been given to the Company by Payee; or

                           (iii)    the Company's making of an assignment for
the benefit of its creditors; or

                           (iv)     the entry of a final order, judgment or
decree adjudicating the Company bankrupt or insolvent; or

                           (v)      the Company's petitioning or applying to any
court of competent jurisdiction or other tribunal for the appointment of a
trustee or receiver of the Company, or of any substantial part of the assets or
properties of the Company, or the commencement by the Company of any proceedings

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<PAGE>

relating to the Company under any bankruptcy, reorganization, insolvency,
readjustment of debt, dissolution, or similar law of any jurisdiction whether
now or hereafter in effect; or the filing of any such petition or application,
or the commencement of any such proceedings, against the Company, if the Company
by any act indicates its approval thereof, consents or acquiesces therein, or
the entry of any order, judgment or decree appointing any such trustee or
receiver, or approving the petition in any such proceedings, if such order,
judgment or decree remains unstayed or unbonded for more than thirty (30) days
after the entry thereof; or

                           (vi)     the entry of any order, judgment or decree
in any proceedings against the Company decreeing a split-up of the Company which
requires the divestiture of a substantial part of the assets of the Company, if
such order, judgment or decree remains unstayed or unbonded for more than thirty
(30) days after the entry thereof; or

                           (vii)    the termination of the services of Payee as
either General Counsel to or Secretary of the Company.

                  (b)      Upon the occurrence of an Event of Default, Payee
may, by notice to the Company, declare the Principal of this Note then
outstanding to be immediately due and payable, and upon any such notice the same
shall become and be immediately due and payable, notwithstanding anything
contained in this Note to the contrary (the "Termination Date").

         6.       Waiver of Presentment, Demand and Notice. The Company hereby
waives presentment for payment, demand, notice of demand, notice of non-payment
or dishonor, protest and notice of protest of this Note, and all other notices
in connection with the delivery, acceptance, performance, default, or
enforcement of the terms of this Note (except as specifically provided elsewhere
in this Note) and the Company hereby agrees that its liability under this Note
shall be irrevocable and shall be without regard to the liability of any other
party, including any guarantor of this Note, and shall not be affected in any
manner by any indulgence, extension of time, renewal, waiver or modification
granted or consented to by Payee. The Company hereby agrees that additional
makers, endorsers, guarantors or sureties may become parties to this Note
without notice to the Company and without affecting the Company's liability
hereunder.

         7.       Costs of Collection. In the event that Payee shall commence
any legal action or proceeding to enforce the terms of this Note, Payee shall be
entitled to recover from the Company, upon demand, all costs and expenses
incurred by Payee in connection therewith (including, without limitation, all of
Payee's attorneys' fees and disbursements), together with interest on any
judgment obtained as a result thereof, at the then prevailing legal rate of
interest, all as ordered by a court of competent jurisdiction.

         8.       Remedies Cumulative. The rights and remedies of Payee provided
in this Note shall be cumulative and concurrent and exclusive of all rights and
remedies provided by law or in equity and Payee may, at his election, pursue his
rights and remedies against the Company hereunder or thereunder, singly,

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<PAGE>

successively, or together, at the sole discretion of Payee, and all of such
rights and remedies may be exercised separately as often as occasion therefor
shall occur. The failure of Payee to exercise any such right or remedy shall in
no event be construed as a waiver or release thereof.

         9.       Severability; Lawful Interest. If any provision of this Note
is held to be invalid or unenforceable by a court of competent jurisdiction, the
other provisions of this Note shall remain in full force and effect and shall be
unaffected thereby.

         10.      No Waiver by Payee. Payee shall not be deemed, by any act of
omission or commission, to have waived any of his rights or remedies hereunder
unless such waiver is in writing and signed by Payee, and then only to the
extent specifically set forth in any such writing. A waiver of one event shall
not be construed as continuing or constitute a bar to or waiver of any right or
remedy with respect to a subsequent event.

         11.      Modification; Governing Law. The provisions of this Note
represent the entire agreement and understanding of the Company and Payee with
respect thereto and may not be modified or amended except by an instrument in
writing signed by the party to be bound thereby. This Note and the respective
rights and obligations of the Company and Payee hereunder shall be governed by
and construed in accordance with the laws of New York with respect to contracts
made and to be fully performed therein and without regard to the principles of
conflicts of laws thereof.

         12.      Notices. All notices, consents, requests, demands and other
communications required or permitted to be given under this Agreement shall be
in writing and delivered personally or by nationally recognized overnight
courier, receipt acknowledged, or mailed by registered or certified mail,
postage prepaid, return receipt requested, addressed to the parties hereto at
their respective addresses set forth on the first page of this Note with copies
to the Company to George W. Mahoney, Chief Financial Officer, at 4710 N.W. Boca
Raton Blvd., Boca Raton, Florida 33431 (or to such other address as either of
the parties hereto shall specify by notice given in accordance with this
provision). All such notices, consents, requests, demands and other
communications shall be deemed given when personally delivered or delivered by a
nationally recognized overnight courier, as aforesaid, or, if mailed as
aforesaid, on the third business day after the mailing thereof or on the day
actually received, if earlier, except for a notice of a change of address which
shall be effective only upon receipt.

         13.      Binding Effect. This Note shall be binding upon the Company
and its successors and assigns and shall inure to the benefit of Payee and his
successors, assigns, heirs, administrators, executors and personal
representatives. The Company shall not have the right to assign this Note, or
any of its obligations hereunder, without the written consent of Payee, which
consent shall be within Payee's sole and absolute discretion.

         14.      Authorization. The Company hereby represents and warrants to
Payee that this Note has been duly authorized by all requisite corporate action
of the Company and is a legal and binding obligation of the Company enforceable
in accordance with its terms.

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<PAGE>

         15.      Further Assurances. The Company hereby agrees that, at any
time and from time to time after the date hereof, upon the reasonable request of
Payee, it shall do, execute, acknowledge and deliver, or cause to be done,
executed, acknowledged and delivered, such further acts, deeds, assignments,
transfers, conveyances, and assurances as may be reasonably required to more
effectively consummate this Agreement and the transactions contemplated thereby
or to confirm or otherwise effectuate the provisions of this Note.

         IN WITNESS WHEREOF, the Company, intending to be legally bound hereby,
has caused this Note to be signed in its name by its duly authorized officer and
to be dated the day and year above written.


                                       THE SAGEMARK COMPANIES, LTD.

                                       By: /s/ RONALD LIPSTEIN
                                           -------------------------------------
                                           Ronald Lipstein, President and
                                           Chief Executive Officer



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