EXHIBIT 10-3 Reference is made to the Executive Employment Agreement dated as of May 25, 2001 between Theodore B. Shapiro and The Sagemark Companies Ltd., as amended hereby through the date hereof (such agreement, as so amended, being referred to...

                                                                    EXHIBIT 10-3

         Reference is made to the Executive Employment Agreement dated as of May
25, 2001 between Xxxxxxxx X. Xxxxxxx and The Sagemark Companies Ltd., as amended
hereby through the date hereof (such agreement, as so amended, being referred to
herein as the "Agreement"). All capitalized terms which are used, but not
defined herein, shall have the meanings ascribed to them in the Agreement.

         The Term of the Agreement is hereby extended through and including
March 24, 2010.

         Except as set forth above, none of the other terms or provisions of the
Agreement are amended hereby and the Agreement shall remain in full force and
effect. To the extent that there is any inconsistency between the terms of this
Amendment and the terms of the Agreement, the terms of this Amendment shall
control and be governing.

                                       THE SAGEMARK COMPANIES LTD.


                                       By: /s/ XXXXXXXX X. XXXXXXX
                                           -------------------------------------
                                           President and Chief Executive Officer

                                           /s/ XXXXXXXX X. XXXXXXX
                                           -------------------------------------
                                           Xxxxxxxx X. Xxxxxxx