ex10.htm


    
       

      
        
          

        

      

      
         

              

                  Exhibit
            10.71      
    

      

    


    GUARANTY

     

    GUARANTY,
      dated August 1, 2007, by Stratus Services Group, Inc., a Delaware corporation,
      with an address at 149 Avenue at the Commons, Suite 4, Shrewsbury, New Jersey
      07702 (the “Guarantor”), in favor of Green-Tech Assets, Inc., a Washington
      corporation (the "Green-Tech").

     

    WHEREAS,
      Green-Tech has been issued a promissory note in the principal amount of $166,828
      by Transworld Assets, LLC, a Delaware limited liability company (“Transworld”);
      and

     

    WHEREAS,
      as an inducement to make the Loan, the Guarantor has agreed to guaranty all
      of
      the Transworld’s obligations (the “Obligations”) to Green-Tech under the
      Note;

     

    NOW,
      THEREFORE, FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which
      is
      hereby acknowledged, the Guarantor hereby agrees with Green-Tech as
      follows:

     

    Section
      1.    Guaranty
      of Payment and Performance.  The Guarantor hereby
      guarantees to Green-Tech the full and punctual payment when due, as well as
      the
      performance, of all of the Obligations.  Should Transworld default in
      the payment or performance of any of the Obligations, the obligations of the
      Guarantor hereunder with respect to such Obligations in default shall become
      immediately due and payable to Green-Tech, without demand or notice of any
      nature, all of which are expressly waived by the Guarantor.  Payments
      by the Guarantor hereunder may be required by Green-Tech on any number of
      occasions.

     

    Section
      2.    Guarantor’s
      Agreement to Pay Enforcement Costs.  The Guarantor
      further agrees to pay to Green-Tech, all out-of-pocket, reasonable costs and
      expenses (including court costs and reasonable legal expenses) expended by
      Green-Tech in connection with the enforcement of the Obligations and this
      Guaranty.

     

    Section
      3.    Waivers
      by Guarantor.  The Guarantor agrees that the Obligations
      will be paid and performed strictly in accordance with their respective terms,
      regardless of any law, regulation or order now or hereafter in effect in any
      jurisdiction affecting any of such terms or the rights of Green-Tech with
      respect thereto.  The Guarantor waives presentment, demand, protest,
      notice of acceptance, notice of any Obligations incurred and all other notices
      of any kind, all defenses which may be available by virtue of any stay,
      moratorium law or other similar law now or hereafter in effect, any right to
      require the marshalling of assets of Transworld and all suretyship defenses
      generally.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Section
      4.    Unenforceability
      of Obligations against Transworld.  If for any reason
      Transworld has no legal existence or is under no legal obligation to discharge
      any of the Obligations, or if any of the Obligations have become irrecoverable
      from Transworld by reason of Transworld’s insolvency, bankruptcy or
      reorganization or by other operation of law or for any other reason, this
      Guaranty shall nevertheless be binding on the Guarantor to the same extent
      as if
      the Guarantor at all times had been the principal obligor on all such
      Obligations.

     

    Section
      5.    Further
      Assurances.  The Guarantor also agrees to do all such
      reasonable things and execute all such documents as Green-Tech may reasonably
      request to give full effect to this Guaranty and to perfect and preserve the
      rights and powers of Green-Tech hereunder.

     

    Section
      6.    Assignment.  No
      assignment by Transworld of the Obligations under the Promissory Note will
      relieve Transworld of such Obligations nor will any such assignment relieve
      the
      Guarantor of its obligations under this Guaranty.

     

    Section
      7.    Amendments
      and Waivers.  No amendment or waiver of any provision of
      this Guaranty nor consent to any departure by the Guarantor therefrom shall
      be
      effective unless the same shall be in writing and signed by
      Green-Tech.  No failure on the part of Green-Tech to exercise, and no
      delay in exercising, any right hereunder shall operate as a waiver thereof;
      nor
      shall any single or partial exercise of any right hereunder preclude any other
      or further exercise thereof or the exercise of any other right.

     

    Section
      8.    Notices.
      All notices required or permitted hereunder shall be in writing and deemed
      effectively given upon personal delivery or upon deposit in the United States
      Post Office, by registered or certified mail, postage prepaid, addressed to
      Guarantor at the address set forth above or at such other address or addresses
      as Guarantor shall designate to Green-Tech in writing

     

    Section
      9.    Governing
      Law.  This Guaranty shall be governed by, and construed
      in accordance with, the laws of the state of Delaware.

     

    Section
      10.  Miscellaneous.  This
      Guaranty constitutes the entire agreement of the Guarantor with respect to
      the
      matters set further herein.  The rights and remedies herein provided
      are cumulative and not exclusive of any remedies provided by law or any other
      agreement.  The invalidity or unenforceability of any one or more
      sections of this Guaranty shall not affect the validity or enforceability of
      its
      remaining provisions.  Captions are for the ease of reference only and
      shall not affect the meaning of the relevant provisions.  The meanings
      of all defined terms used in this Guaranty shall be equally applicable to the
      singular and plural forms of the terms defined.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed and
      delivered as of the date first above written.

     

    WITNESS:                                                                Stratus
      Services Group, Inc.

     

    /s/Philip
      D.
      Forlenza                                                      By:  /s/ Joseph J.
      Raymond

    Philip
      D.
      Forlenza                                                                                                 Joseph
      J.
      Raymond

                  President