OPERATING
        AGREEMENT
  OF
  TRANSWORLD
        ASSETS, LLC
  A
        LIMITED
        LIABILITY COMPANY
  ORGANIZED
        UNDER THE LAWS OF
  THE
        STATE
        OF DELAWARE
  
  
  
  Effective
        as of July 15, 2007
   
  **TABLE
        OF CONTENTS**
  **ARTICLE
        1.** [INSERT PAGE NUMBER]
 1.1.          Name [INSERT
        PAGE NUMBER]
 1.2.          Principal
        Office of the Company [INSERT PAGE
        NUMBER]
 1.3.          Purpose [INSERT
        PAGE NUMBER]
 1.4.          Term [INSERT
        PAGE NUMBER]
 1.5.          Other
        Activities of Members [INSERT PAGE
        NUMBER]
 1.6.          Defined
        Terms [INSERT PAGE NUMBER]
 **ARTICLE
        2.** [INSERT PAGE NUMBER]
 2.1.          Capital
        Contributions [INSERT PAGE
        NUMBER]
 2.2.          Maintenance
        of Capital Accounts [INSERT PAGE
        NUMBER]
 2.3.          Withdrawal
        of Capital [INSERT PAGE
        NUMBER]
 2.4.          Additional
        Capital Contributions [INSERT PAGE
        NUMBER]
 2.5.          Interest
        on Capital Contributions [INSERT PAGE
        NUMBER]
 2.6.          Priority
        and Return of Capital [INSERT PAGE
        NUMBER]
 2.7.          Limitation
        on Liability of Member [INSERT PAGE
        NUMBER]
 2.8.          Loans [INSERT
        PAGE NUMBER]
 2.9.          Sale
        of Additional Securities [INSERT PAGE
        NUMBER]
 **ARTICLE
        3.** [INSERT PAGE NUMBER]
 3.1.          Allocation
        and Distribution of Cash Flow [INSERT PAGE
        NUMBER]
 3.2.          Allocation
        of Profits and Losses. [INSERT PAGE
        NUMBER]
 3.3.          Minimum
        Gain Chargeback [INSERT PAGE
        NUMBER]
 3.4.          Chargeback
        Attributable to Member Non-recourse Debt [INSERT PAGE NUMBER]
 3.5.          Qualified
        Income Offset [INSERT PAGE
        NUMBER]
 3.6.          Limitations
        on Loss Allocations [INSERT PAGE
        NUMBER]
 3.7.          Member
        Non-recourse Deductions [INSERT PAGE
        NUMBER]
 3.8.          Amendments
        to Allocations [INSERT PAGE
        NUMBER]
 **ARTICLE
        4.** [INSERT PAGE NUMBER]
 4.1.          Management [INSERT
        PAGE NUMBER]
 4.2.          Voting
        Powers of Other Members, General Rules [INSERT
        PAGE NUMBER]
 4.3.          Certain
        Matters [INSERT PAGE NUMBER]
 4.4.          Meetings [INSERT
        PAGE NUMBER]
 4.5.          Written
        Consent. [INSERT PAGE NUMBER]
 4.6.          Vote
        by Proxy. [INSERT PAGE
        NUMBER]
 4.7.          Records. [INSERT
        PAGE NUMBER]
 4.8.          Tenure
        and Qualifications [INSERT PAGE
        NUMBER]
 4.9.          Certain
        Powers of the Manager [INSERT PAGE
        NUMBER]
 4.10.                                                                                                                                       Company
        Basis Elections[INSERT
        PAGE NUMBER]
 4.11.                                                                                                                                       Liability
        for Certain Acts[INSERT
        PAGE NUMBER]
 4.12.                                                                                                                                       The
        Manager has no Exclusive Duty to the Company[INSERT
        PAGE
        NUMBER]
 4.13.                                                                                                                                       Indemnification[INSERT
        PAGE
        NUMBER]
 4.14.                                                                                                                                       Withdrawal[INSERT
        PAGE
        NUMBER]
 4.15.                                                                                                                                       Effect
        of Certain Events[INSERT
        PAGE NUMBER]
 4.16.                                                                                                                                       Vacancies[INSERT
        PAGE
        NUMBER]
 4.17.                                                                                                                                       Officers[INSERT
        PAGE
        NUMBER]
 4.18.                                                                                                                                       Resignation
        of Officer[INSERT
        PAGE NUMBER]
 **ARTICLE
        5.** [INSERT PAGE NUMBER]
 5.1.          General
        Restriction [INSERT PAGE
        NUMBER]
 5.2.          Assignment
        of Units [INSERT PAGE NUMBER]
 5.3.          Admission
        of Additional Members [INSERT PAGE
        NUMBER]
 5.4.          Conditions
        of Transfers of Units [INSERT PAGE
        NUMBER]
 5.5.          Withdrawal
        of Member [INSERT PAGE
        NUMBER]
 5.6.          Recognition
        of Assignees and Substituted Members [INSERT
        PAGE NUMBER]
 5.7.          Obligations
        of Transferring Member [INSERT PAGE
        NUMBER]
 5.8.          Allocations
        Upon Transfer of Units. [INSERT PAGE
        NUMBER]
 **ARTICLE
        6.** [INSERT PAGE NUMBER]
 6.1.          Events
        Triggering Dissolution [INSERT PAGE
        NUMBER]
 6.2.          Effect
        of Dissolution [INSERT PAGE
        NUMBER]
 6.3.          Liquidation [INSERT
        PAGE NUMBER]
 6.4.          Revaluation [INSERT
        PAGE NUMBER]
 6.5.          Distributions
        in Kind [INSERT PAGE NUMBER]
 6.6.          Timing
        of Liquidation [INSERT PAGE
        NUMBER]
 6.7.          Certificate
        of Cancellation [INSERT PAGE
        NUMBER]
 **ARTICLE
        7.** [INSERT PAGE NUMBER]
 7.1.          Fiscal
        Year [INSERT PAGE NUMBER]
 7.2.          Method
        of Accounting [INSERT PAGE
        NUMBER]
 7.3.          Books
        and Records [INSERT PAGE
        NUMBER]
 7.4.          Federal
        Income Tax Returns [INSERT PAGE
        NUMBER]
 7.5.          Reports
        and Statements [INSERT PAGE
        NUMBER]
 7.6.          Bank
        Accounts [INSERT PAGE NUMBER]
 7.7.          Tax
        Matters Partner [INSERT PAGE
        NUMBER]
 **ARTICLE
        8.** [INSERT PAGE NUMBER]
 8.1.          Amendment [INSERT
        PAGE NUMBER]
 8.2.          Amendments
        Without Consent of Members [INSERT PAGE
        NUMBER]
 8.3.          Amendments
        Requiring Consent of Affected Members [INSERT
        PAGE NUMBER]
 8.4.          Glossary [INSERT
        PAGE NUMBER]
 8.5.          Notices [INSERT
        PAGE NUMBER]
 8.6.          Binding
        Effect [INSERT PAGE NUMBER]
 8.7.          Counterparts [INSERT
        PAGE NUMBER]
 8.8.          Governing
        Law [INSERT PAGE NUMBER]
 8.9.          Severability [INSERT
        PAGE NUMBER]
 8.10.                                                                                                                                       Gender[INSERT
        PAGE
        NUMBER]
 
   
  **OPERATING
        AGREEMENT**
  **OF**
  **TRANSWORLD
        ASSETS, LLC**
  **A
        DELAWARE LIMITED LIABILITY COMPANY**
  This
        OPERATING AGREEMENT of Transworld Assets, LLC (this “Agreement”), is entered
        into and shall be effective as of July 15, 2007 by and among Stratus Sevices
        Group, Inc., a Delaware corporation with offices located at 149 Avenue at
        the
        Commons, Suite 4, Shrewsbury, New Jersey 07702 (“Stratus”), and the parties
        identified on Schedule A hereto (Stratus and such-parties to be collectively
        hereinafter be referred to as the “Members” and each individually as a
“Member”).
  **RECITAL**
  **WHEREAS,**
        Transworld Assets, LLC (the “Company”) has been validly formed by the filing of
        a Certificate of Formation with the Office of the Secretary of State, State
        of
        Delaware on June 26, 2007 under the Delaware Limited Liability Company Act
        (the
“Act”);
  **WHEREAS,**
        the Members desire to enter into this Agreement to set forth the terms of
        their
        understanding and agreement with respect to matters relating to the
        Company;
  In
        consideration of the mutual promises in this Agreement, the parties, intending
        to be legally bound, agree as follows:
  **ARTICLE
        1.**
 **FORMATION,
        PURPOSE AND DEFINITIONS**
  1.1.  Name
  .  Pursuant
        to the terms of this Agreement, the Members intend to carry on a business
        for
        profit as co-owners under the name “TRANSWORLD ASSETS, LLC.”  The
        Company may conduct its activities under any other permissible name designated
        by the Manager.  The Manager shall be responsible for complying with
        any registration requirements in the event an alternate name is used for
        the
        Company.
  1.2.  Principal
        Office of the
        Company
  .  The
        principal office of the Company shall be located at 149 Avenue at the Commons,
        Suite 4, Shrewsbury, New Jersey 07702, or at such other location as the Manager,
        at its sole discretion, may determine.  The registered agent for the
        service of process and registered office of the Company shall be the person
        and
        location set forth in the Certificate of Formation filed with the Office
        of the
        Secretary of State, State of Delaware, and the Manager may, from time to
        time,
        change such agent and office by appropriate filings as required by
        law.
  1.3.  Purpose
  .  The
        Company may engage in any lawful business permitted under the laws of the
        State
        of Delaware, including, but not limited to, the acquisition of the business
        and
        assets of Green-Tech Assets, Inc. and CC Laurel, Inc. and the operation of
        such
        businesses following their acquisition.
  1.4.  Term
  .  The
        term of this Company shall be perpetual, unless the Company is earlier dissolved
        in accordance with the provisions of Article 6 of this Agreement or the
        Act.
  1.5.  Other
        Activities of
        Members
  .  The
        Members may engage in or possess an interest in other business ventures of
        any
        nature, provided that they are not similar to or competitive with the activities
        of the Company.
  1.6.  Defined
        Terms
  .  Unless
        defined elsewhere in this Agreement, capitalized words and phrases used in
        this
        Agreement shall have the meanings ascribed to such terms in the Glossary
        contained in Section 8.4 of this Agreement.
  **ARTICLE
        2.**
 **CONTRIBUTIONS
        AND CAPITAL ACCOUNTS**
  2.1.  Capital
        Contributions
  .  The
        Members have made the Capital Contributions set forth on Schedule A, as the
        same
        may be amended from time to time.  In consideration of the Capital
        Contributions made by the Members, the Members have been credited with the
        Units
        set forth next to their name on Schedule A hereto.
  2.2.  Maintenance
        of Capital
        Accounts
  .  The
        Company shall establish and maintain a Capital Account for each
        Member.
  2.3.  Withdrawal
        of
        Capital
  .  A
        Member shall not be entitled to withdraw any part of such Member’s Capital
        Account or to receive any distribution from the Company, except as provided
        in
        this Agreement.  The Manager shall, however, have the authority, in
        the Manager’s sole discretion, to return to the Members all or part of the
        Capital Contributions of the Members, provided that such payments are made
        to
        the Members in proportions permitted under Article 3 below.
  2.4.  Additional
        Capital
        Contributions
  .  No
        Member shall be required to make any additional capital contribution to the
        Company or to restore any deficit in such Member’s Capital Account, except as
        provided in this Agreement, and such deficit, if any, shall not be considered
        a
        debt owed to the Company or to any other person for any purpose.
  2.5.  Interest
        on Capital
        Contributions
  .  No
        interest shall be due from the Company on any Capital Contribution of any
        Member.
  2.6.  Priority
        and Return of
        Capital
  .  Except
        as may be expressly provided in this Agreement, no Member shall have priority
        over any other Member, either for the return of Capital Contributions or
        for
        cash generated from operations, provided that this section shall not apply
        to
        loans (as distinguished from Capital Contributions) which a Member has made
        to
        the Company.
  2.7.  Limitation
        on Liability of
        Member
  .  The
        Members shall have no liability or obligation for any debts, liabilities
        or
        obligations of the Company beyond each Member’s respective Capital Contribution
        or obligation to make a Capital Contribution, except as expressly required
        by
        this Agreement or applicable law.
  2.8.  Loans
  .  If
        any Member makes any loan or loans to the Company, or advances money on its
        behalf, the amount of any such loan or advance shall not be deemed an increase
        in, or contribution to, the Capital Account of the lending Member or entitle
        the
        lending Member to any increase in his, her or its share of the distributions
        of
        the Company.  Interest shall accrue on any such loan at an annual rate
        agreed to by the Company and the lending Member (but not in excess of the
        maximum rate allowable under applicable usury laws).
  2.9.  Sale
        of Additional
        Securities
  .  In
        order to raise additional capital or for any other proper Company purpose,
        the
        Manager is authorized to cause additional interests in the Company, Units
        and
        other securities to be issued, from time to time, to the Manager, Members,
        Unitholders or to other Persons.  In addition, the Manager is
        authorized to cause to be issued, purchased, redeemed, exchanged, traded
        or
        granted by the Company, calls, options, appreciation rights, bonds, debentures
        and other securities from time to time.  Any Company interests, Units,
        calls, options, bonds, debentures and other securities so issued may be issued
        with such designations, preferences and relative participating, operational
        or
        other special rights, powers and duties, including rights, powers and duties
        senior to existing classes and series of Company interests and Units, as
        shall
        be fixed by the Manager in the exercise of its sole and complete discretion,
        including without limitation, (i) the allocation of items of Company income,
        gain, loss, deduction and credit to such securities; (ii) the right of such
        securities to share in Company distributions, (iii) the rights of such
        securities upon dissolution and liquidation of the Company; (iv) the price
        at
        which and the terms and conditions, if any, upon which such securities may
        be
        converted into another class or series of securities of the Company, if such
        securities are convertible into other securities of the Company; (v) the
        terms
        and conditions upon which such securities will be issued, assigned and
        transferred; and (vi) the right of such securities to vote on Company matters,
        including matters relating to the relative rights, preferences and privileges
        of
        such securities.  Upon or prior to the issuance of any additional
        Company securities, the Manager, without the approval at the time of any
        Member
        or Unitholder, each Member or Unitholder hereby approving of any and each
        such
        amendment, may amend any provision of this Agreement and, may execute, swear
        to,
        acknowledge, deliver, file and record such documents as to the Manager may,
        in
        its sole discretion, determine to be necessary or appropriate in connection
        therewith in order to reflect the authorization and issuance of such securities
        and the relative rights and preferences as to matters set forth in the preceding
        sentence.  Any such issuance of Company securities may be made without
        the approval at the time of any Person or Unitholder, each Person and Unitholder
        hereby approving of any and each such issuance.  The Manager will have
        sole and complete discretion in determining the consideration and terms and
        conditions with respect thereto and without the need for any vote or approval
        of
        Members or Unitholders.  The Manager may do all things necessary to
        comply with the Act or other applicable law and is authorized and directed
        to do
        all things it deems necessary or advisable in connection with any such future
        issuance.
  **ARTICLE
        3.**
 **ALLOCATIONS
        AND DISTRIBUTION**
  3.1.  Allocation
        and Distribution of Cash
        Flow
  .  As
        soon as reasonably practical after the end of each month, the Manager shall
        make
        a determination of Cash Flow From Operations with respect to such
        month.  Cash Flow From Operations shall be made at such times and in
        such amounts as the Manager may, in his discretion, determine; provided,
        however
        that if a distribution of Cash Flow from Operations is made with respect
        to any
        month in a Calendar Quarter, then within sixty (60) days after the
        end  such Calendar Quarter, the Manager shall make a distribution of
        Cash Flow from Operations such that after taking into account all of the
        distributions of Cash Flow from Operations with respect to such Calendar
        Quarter:
  (a)
        24.5%
        of the Cash Flow From Operations attributable to such Calendar Quarter shall
        be
        retained by the Company;
  (b)
        20%
        of the . Cash Flow From Operations attributable to such Calendar Quarter
        shall
        be distributed to the Class A Unitholders (pro rata based upon the number
        of
        Class A Units held;)
  (c)
        51%
        of the Cash Flow From Operations attributable to such Calendar Quarter shall
        be
        distributed to the Class B Unitholder;
  (d)
        4.5%
        of the Cash Flow From Operations attributable to such Calendar Quarter shall
        be
        distributed to the holder of the Class A Units
  ;provided,
        however, that the Manager may make additional distributions of Cash Flow
        From
        Operations to the Class A Unit Holders and Class C  Unit Holder until
        such time as the total cash distributions made to the Class A Unit Holders
        equal
        40% of the Cash Flow From Operations distributed by the Company and the total
        cash distributions made to the Class C Unit Holder equals 9% of the Cash
        Flow
        From Operations distributed by the Company.To
        the extent that the Company is required by law to withhold or to make tax
        or
        other payments on behalf of or with respect to any Member, the Company may
        withhold such amounts from any distribution and make such payments as
        required.  For purposes of this Agreement, any such payment or
        withholdings shall be treated as a distribution to the Member on behalf of
        whom
        the withholding or payment was made.
  3.2.  Allocation
        and Distribution of Cash
        From Sale.In the event of a sale of all or substantially all of
        the assets of the Company, a cash distribution will be made (i) first to
        the
        Class A Unit Holders and Class C Unit Holders (pro rata based upon the number
        of
        Class A Units and Class C Units held, respectively) until the total cash
        distributions made to the Class A Unit Holders pursuant to this Agreement
        equal
        40% of the cash distributions made by the Company and the total cash
        distributions made to the Class C Unit Holder pursuant to this agreement
        equal
        9% of the cash distributions made by the Company and (ii) to the Class A
        Unit
        Holders, Class B Unit Holder and Class C Unit Holder in accordance with their
        respective Capital Accounts.
  3.3.  Allocation
        of Profits and
        Losses.
  (a)  Profits
        shall be allocated to the Members in proportion to their respective Percentages,
        subject to the special allocations contemplated by Sections 3.3 through 3.7
        below.
  (b)  Losses
        shall be allocated:
  (i)  First
        to
        Members with positive Capital Account balances in accordance with the ratio
        of
        their respective Capital Account balances until no Member has a positive
        Capital
        Account;
  (ii)  Then,
        among the Members in proportion to their respective percentages; provided,
        however, that no allocation of Losses shall be made to any Member to the
        extent
        that an allocation would create or increase a deficit Capital Account balance
        in
        that Member’s Capital Account, calculated as required in Treasury Regulations,
        Section 1.704-1(b)(2)(ii)(d), in excess of his proportionate share of Minimum
        Gain defined in Section 1.704-2(d)1-4 of the Treasury Regulations and his
        share of Partner Non-Recourse Debt Minimum Gain described in Treasury
        Regulations, Section 1.704-(2)(i)(5) and any amount that the Member is obligated
        to restore on account of its deficit capital account under Section
        1.704-1(b)(2)(ii)(c) of the Treasury Regulations.
  (c)  Notwithstanding
        the foregoing, in the event the Percentage of any Member changes during a
        calendar year for any reason, including without limitation, the transfer
        of any
        interest in the Company, such allocations of taxable income or loss of items
        that are required to be separately stated under Section 702(a) of the Code
        shall
        be adjusted to reflect the varying interests of the Members during such year
        in
        accordance with the method selected by the Members, as required by Section
        706(d) of the Code.
  3.4.  Minimum
        Gain
        Chargeback
  .  If
        there is a net decrease in Company Minimum Gain during a Company taxable
        year,
        all Members shall be specially allocated items of income and gain for such
        year
        (and, if necessary, for subsequent years) in proportion to, and to the extent
        of, an amount equal to the portion of such Member’s share of the net decrease in
        Minimum Gain during such year as determined under Treasury Regulation Section
        1.704-2(g)(2).  Any such allocations shall be made in accordance with
        and only to the extent required by Treasury Regulation Sections 1.704-2(f)
        and
        1.704-2(j)(2)(i).
  3.5.  Chargeback
        Attributable to Member
        Non-recourse Debt
  .  If
        there is a net decrease in Company minimum gain during a Company taxable
        year
        attributable to a Member Non-recourse Debt, any Member with a share of minimum
        gain attributable to such debt at the beginning of such year shall be specially
        allocated items of income and gain for such year (and, if necessary, for
        subsequent years) in proportion to, and to the extent of, an amount equal
        to
        such Member’s share of the net decrease in Minimum Gain attributable to such
        Member Non-recourse Debt (which share of such net decrease shall be determined
        under Treasury Regulation Section 1.704-2(i)(4)).  Any such
        allocations shall be made in accordance with and only to the extent required
        by
        Treasury Regulation Sections 1.704-2(i) and 1.704-2(j)(2)(ii).
  3.6.  Qualified
        Income
        Offset
  .  If
        any Member unexpectedly receives any adjustments, allocations or distributions
        described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4) through
        (6)
        which results in an Adjusted Capital Account Deficit, such Member shall be
        allocated items of income and book gain in an amount and manner sufficient
        to
        eliminate such Adjusted Capital Account Deficit as quickly as
        possible.
  3.7.  Limitations
        on Loss
        Allocations
  .  Notwithstanding
        anything in Section 3.2 of this Agreement to the contrary, Losses shall not
        be
        allocated to any Members if they would create an Adjusted Capital Account
        Deficit in such Member’s Capital Account, and such Losses shall be reallocated
        under this Section3.6 to Members with a positive Capital Account
        balance.
  3.8.  Member
        Non-recourse
        Deductions
  .  Items
        of Company loss, deductions or Code Section 705(a)(2)(B) expenditures that
        are
        attributable to a Member Non-recourse Debt (“Member Non-recourse Deductions”)
        shall be allocated among the Members who bear the Economic Risk of Loss for
        such
        Member Non-recourse Liability in the ratio in which they share Economic Risk
        of
        Loss for such Member Non-recourse Liability.  This provision is to be
        interpreted in a manner consistent with the requirements of Treasury Regulation
        Section 1.704-2(i).
  3.9.  Amendments
        to
        Allocations
  .  In
        order to preserve and protect the contemplated distributions and allocations
        provided for in this Article 3, the Manager is authorized and directed to
        allocate net profit, net loss, or any other item of tax preference, income,
        gain, loss, deduction, or credit arising in any year differently than otherwise
        provided for in this Article 3 if, and to the extent that, allocating such
        items
        in the manner provided in this Article 3 would not to be permitted by Section
        704(b) of the Code or the regulations thereunder.  Any allocations
        made pursuant to this Section 3.8 shall be deemed to be a complete substitute
        for any allocation otherwise provided for in this Article 3, and no amendment
        to
        this Agreement or approval of any Member shall be required.  In making
        any allocation ( the “New Allocation”) as set forth above, the Manager is
        authorized to act only after having determined that the New Allocation either
        more accurately reflects the distributions contemplated by this Article 3
        or is
        not inconsistent with those distributions, and after having been advised
        by tax
        counsel to the Company or the Company’s accountants that, in their opinion,
        after examining the then applicable terms of Section 704(b) of the Code and
        the
        regulations thereunder, along with all relevant administrative and judicial
        authority, (i) the New Allocation is necessary, and (ii) the New Allocation
        is
        the minimum necessary modification of the allocations.  New
        Allocations made by the Manager in reliance upon the advice of tax counsel
        shall
        be deemed to be made pursuant to the fiduciary obligation of the Manager
        to the
        Members, and no such New Allocations shall give rise to any claim or cause
        of
        action by any Members.
  **ARTICLE
        4.**
 **RIGHTS
        AND DUTIES OF MANAGERS AND MEMBERS**
  4.1.  Management
  .  The
        business and affairs of the Company shall be managed by its Manager (initially,
        Stratus).  The Manager shall direct, manage and control the business
        of the Company to the best of the Manager’s ability.  Except for
        situations in which the approval of the Members is expressly required by
        this
        Operating Agreement or by nonwaivable provisions of applicable law, the Manager
        shall have full and complete authority, power, and discretion to manage and
        control the business, affairs, and properties of the Company, to make all
        decisions regarding those matters and to perform any and all other acts or
        activities customary or incident to the management of the Company’s
        business.  Nothing contained in this Agreement shall require any
        person to inquire into the authority of the Manager to execute and deliver
        any
        document on behalf of the Company or to bind the Company pursuant to such
        document.
  4.2.  Voting
        Powers of Other
        Members,General Rules
  .  Except
        as otherwise expressly provided for in this Agreement, a Member who is not
        a
        Manager shall not have any voting rights or take any part in the day-to-day
        management or conduct of the business of the Company, nor shall any such
        Member
        have any right or authority to act for or bind the Company in his capacity
        as a
        Member.  Actions and decisions that do require the approval of the
        Members pursuant to any provision of this Agreement may be authorized or
        made by
        affirmative vote of Members holding a majority of the Units.  Such
        vote may be taken at a meeting of the Members or by written consent without
        a
        meeting.
  4.3.  Certain
        Matters
  .  Without
        limiting the generality of Section 4.2, the unanimous approval of the Manager
        and Members holding a majority of the outstanding Class A Units shall be
        required before any of the following acts involving the Company:
  (a)  transferring
        all or substantially all of the assets of the Company;
  (b)  any
        merger, consolidation or other business combination with respect to the Company
        or the liquidation or dissolution of the Company or the adoption of any plan
        with respect to any such liquidation or dissolution;
  (c)  the
        Company making an assignment for the benefit of creditors, filing a voluntary
        petition in bankruptcy, filing a petition or answer seeking for itself any
        reorganization, arrangement, composition, readjustment, liquidation, dissolution
        or similar relief under any statute, law or regulation, or seeking, consenting
        to or acquiescing in the appointment by a court of a trustee, receiver or
        liquidator of the Company or all or any substantial part of its
        assets;
  4.4.  Meetings
  .  Any
        Member may call a meeting to consider approval of an action or decision under
        any provision of this Agreement by delivering to the other Member notice
        of the
        time, location (which shall be in the State of New Jersey) and purpose of
        such
        meeting at least five (5) days before the day of such meeting.  A
        Member may waive the requirement of notice of a meeting either by attending
        such
        meeting or executing a written waiver before or after such
        meeting.  Any such meeting shall be held during the regular business
        hours unless Member’s holding a majority of the outstanding Units consent in
        writing or by their attendance at such meeting to its being held at another
        time.
  4.5.  Written
        Consent.
  Any
        Member may propose that the Company authorize an action or decision pursuant
        to
        any provision of this Agreement by written consent of Members holding a majority
        of the Units entitled to vote on such matter in lieu of a meeting.  A
        Member’s written consent may be evidenced by a signature on a counterpart of the
        proposal or by a separate writing (including a facsimile) that identifies
        the
        proposal with reasonable specificity and states that the Member consents
        to such
        proposal.
  4.6.  Vote
        by Proxy.
  A
        Member
        may vote (or execute a written consent) by proxy given to another
        Member.  Any such proxy must be in writing and must identify the
        specific meeting or matter to which the proxy applies or state that it applies
        to all matters (subject to specified reservations, if any) coming before
        the
        Members for approval under any provision of this Agreement prior to a specified
        date (which shall not be later than the first anniversary date on which such
        proxy is given).  Any such proxy shall be revocable at any time and
        shall not be effective at any meeting at which the Member giving such proxy
        is
        in attendance.
  4.7.  Records.
  The
        Company shall maintain permanent records of all actions taken by the Members
        pursuant to any provision of this Agreement, including minutes of all Company
        meetings, copies of all actions taken by consent of the Members, and copies
        of
        all proxies pursuant to which one Member votes or executes a consent on behalf
        of another.
  4.8.  Tenure
        and
        Qualifications
  .  Stratus
        shall be the Company’s initial Manager.  The Manager shall hold office
        until the effective date of its withdrawal or upon the occurrence of any
        events
        set forth in Section 4.15.  A Manager need not be a resident of the
        State of Delaware or a Member of the Company.
  4.9.  Certain
        Powers of the
        Manager
  .  Without
        limiting the generality of Article 4, and except as otherwise set forth in
        Section 4.3, the Manager shall have power and authority, on behalf of the
        Company:
  (a)  To
        do and
        perform all acts as may be necessary or appropriate to conduct the Company’s
        business;
  (b)  To
        purchase liability and other insurance to protect the Company’s property and
        business;
  (c)  To
        hold
        any Company real and/or personal properties in the name of the
        Company;
  (d)  To
        invest
        any Company funds temporarily, including without limitation, in time deposits,
        short-term government obligations, commercial paper, or other
        investments;
  (e)  To
        execute on behalf of the Company all instruments and documents, including,
        without limitation, checks, drafts, notes and other negotiable instruments,
        mortgages, or deeds of trust, security agreements, financing statements,
        documents providing for the acquisition, mortgage or disposition of the
        Company’s property, assignments, bills of sale, leases, partnership agreements,
        operating agreements of other limited liability companies, and any other
        instruments or documents necessary, in the opinion of the Manager, to the
        business of the Company;
  (f)  To
        employ
        accountants, legal counsel managing agents, or other experts or employees
        or
        agents to perform services for the Company and to compensate them from Company
        funds;
  (g)  To
        enter
        into any and all other agreements on behalf of the Company with any other
        person
        for any purpose, in such forms as the Manager may approve; and
  (h)  To
        do and
        perform all other acts as may be necessary or appropriate to the conduct
        of the
        Company’s business.
  4.10.  Company
        Basis Elections
  .  In
        the event of the distribution of property by the Company within the meaning
        of
        Section 734 of the Code, or the transfer of an interest in the Company within
        the meaning of Section 743 of the Code, the Manager, in the Manager’s sole and
        absolute discretion, may elect to adjust the basis of the Company property
        pursuant to Sections 734, 743 and 754 of the Code.  Members affected
        by this election, if made, shall supply to the Company the information that
        may
        be required to make the election.
  4.11.  Liability
        for Certain Acts
  .  The
        Manager shall not have any liability by reason of being or having been a
        Manager
        of the Company.  The Manager does not, in any way, guarantee the
        return of the Members’ Capital Contributions or a profit for the Members from
        the operations of the Company.  To the extent permitted by Delaware
        law, no Member or Manager of the Company shall be personally liable to the
        Company or its Members for damages for breach of any duty owed to the Company
        or
        its Members except that a Member or Manager shall not be relieved from liability
        for any breach of duty based on an act or omission (a) in breach of such
        person’s duty of loyalty to the Company or its Members, (b) not in good faith or
        involving a knowing violation of law or this Agreement, or (c) resulting
        in
        receipt by such person of an improper personal benefit.
  4.12.  The
        Manager has no Exclusive Duty to the Company
  .  The
        Manager shall not be required to manage the Company as its sole and exclusive
        function and he, she or it may have other business interests and may engage
        in
        other activities in addition to those relating to the
        Company.  Neither the Company nor any Member shall have any right, by
        virtue of this Operating Agreement, to share or participate in such other
        investments or activities of the Manager or to the income or proceeds derived
        from such investments or activities.  The Manager shall incur no
        liability to the Company or to any Member as a result of engaging in any
        other
        business or venture.
  4.13.  Indemnification
  .
  (a)  The
        Manager and the present and former directors, officers, employees and Affiliates
        of the Manager and employees of the Company (individually, an “Indemnitee”),
        will each, to the maximum extent permitted by law, be indemnified and held
        harmless by the Company from and against any and all losses, claims, damages,
        liabilities, joint and several expenses (including legal fees and expenses),
        judgments, fines, costs, settlements, and other amounts arising from any
        and all
        claims, demands, actions, suits or proceedings, civil, criminal, administrative
        or investigative, (1) in which the Indemnitee may be involved, or threatened
        to
        be involved, as a party or otherwise (a) by reason of its present or former
        status as a Manager or a director, officer, employee or Affiliate of the
        Manager
        or the Company, (b) by reason of its present or former status in serving,
        at the
        request of the Company or Manager, as a director, officer, shareholder, employee
        or agent of another corporation, partnership, joint venture, trust or other
        enterprise or as a member of a committee or similar body, or (c) by reason
        of
        its management of the affairs of Manager or the Company, or (2) which relate
        to
        the property, business or affairs of Manager or the Company, whether or not
        the
        Indemnitee continues to be a Manager or a director, officer, employee or
        Affiliate of Manager or employee of the Company at the time any such liability
        or expense is paid or incurred, if the Indemnitee acted in good faith and
        in a
        manner reasonably believed to be in, or not opposed to, the best interests
        of
        the Company, and, with respect to any criminal proceeding, had no reasonable
        cause to believe and did not believe its or his conduct was
        unlawful.  The termination of a proceeding by judgment, order,
        settlement, conviction or upon a plea of nolo contendere, or its equivalent,
        will not, of itself, create a presumption that the Indemnitee did not act
        in
        good faith and in a manner which the Indemnitee reasonably believed to be
        in, or
        not opposed to, the best interests of the Company or a presumption that the
        Indemnitee had reasonable cause to believe or did believe that its conduct
        was
        unlawful.  The Manager will have the right and power, but not the
        obligation unless otherwise agreed, to indemnify and hold harmless present
        or
        former employees, agents, advisers, consultants and counsel of or to the
        Manager, the Company (including any custodian, investment adviser, accountant,
        attorney, corporate fiduciary, trustee, bank, other financial institution,
        or
        other agent or Person who serves or served in such capacity for the Company
        or
        the Manager, on terms similar to those described above against liabilities
        incurred by them in acting in any such capacity.
  (b)  An
        Indemnitee will not be entitled to indemnification under this Section 4.13
        for
        any actions that constitute actual fraud or with respect to any claim, issue
        or
        matter in which it has been adjudged liable for gross negligence or willful
        misconduct, unless and only to the extent that the court in which such action
        was brought, or another court of competent jurisdiction, should determine
        upon
        application that, despite the adjudication of liability, but in view of all
        circumstances of the case, the Indemnitee is fairly and reasonably entitled
        to
        indemnification for liabilities and expenses as the court may deem
        proper.
  (c)  An
        Indemnitee’s expense (including legal fees and expenses) incurred in defending
        any proceeding will be paid by the Company in advance of the final disposition
        of the proceeding upon receipt of an undertaking by or on behalf of the
        Indemnitee to repay such amount if it is ultimately determined by a court
        of
        competent jurisdiction that the Indemnitee is not entitled to be indemnified
        by
        the Company as authorized hereunder.
  (d)  The
        indemnification and advancement of expenses provided by this Section 4.13
        are in
        addition to any other rights to which the Indemnitee may be entitled under
        any
        agreement, bylaw provision, vote of the Partners, as a matter of law or
        otherwise, both as to action in the Indemnitee’s capacity as a Manager, or as a
        present or former partner, shareholder, director, officer, employee or Affiliate
        of the Manager or employee of the Company and to action in any other capacity,
        and will continue as to an Indemnitee who has ceased to serve in such capacity
        and will inure to the benefit of the heirs, successors, assigns and
        administrators of the Indemnitee.  The parties intend for this Section
        4.13 to be liberally construed.
  4.14.  Withdrawal
  .  The
        Manager may withdraw, resign or retire on thirty (30) days’ written notice to
        the Class A Unitholders.  The Manager may not withdraw, resign or
        retire as the Manager unless the Members holding a majority of the outstanding
        Class A Units have elected a successor to serve as Manager effective on or
        before such withdrawal, resignation or retirement.
  4.15.  Effect
        of Certain Events
  .  The
        Manager will cease to be the Manager of the Company only upon the occurrence
        of
        any one or more of the following events:
  (a)  The
        Manager’s withdrawal, resignation or retirement from the Company, effective as
        provided in Section 4.14;
  (b)  Effective
        as provided in (ii) below, an order for relief against the Manager is entered
        under Chapter 7 of the federal bankruptcy law, or the Manager (i) makes a
        general assignment for the benefit of creditors, (ii) files a voluntary petition
        under the federal bankruptcy law, (iii) files a petition or answer seeking
        for
        that Manager any bankruptcy, reorganization, arrangement, composition,
        readjustment, liquidation, dissolution or similar relief under any statute,
        law,
        or regulation, (iv) files an answer or other pleading admitting or failing
        to
        contest the material allegations of a petition filed against that Manager
        in any
        proceeding of this nature, or (v) seeks, consents to, or acquiesces in the
        appointment of a trustee, receiver, or liquidator of the Manager or of all
        or
        any substantial part of that Manager’s properties;
  (c)  The
        death
        of an individual Manager.
  4.16.  Vacancies
  .  Any
        vacancy occurring for any reason in the position of Manager of the Company
        shall
        be filled by the affirmative vote of Members holding at least a majority
        of the
        outstanding Class A Units.
  4.17.  Officers
  .  The
        Manager may, from time to time, employ or retain persons as may be necessary
        or
        appropriate for the conduct of the Company’s business (subject to the
        supervision and control of the Manager), including employees, agents and
        other
        persons who may be designated as officers of the Company.  Any number
        of offices may be held by the same person.  In its discretion, the
        Manager may choose not to fill any office for any period as it may deem
        advisable.  Any officers so designated shall have such authority and
        perform such duties as the Manager may, from time to time, delegate to them
        by
        written resolution executed by the Manager.  The Manager may assign
        titles to particular officers.  Each officer shall hold office until
        he or she shall resign or shall have been removed in the manner hereinafter
        provided.  The salaries or other compensation, if any, of the officers
        of the Company shall be fixed from time to time by the Manager.  The
        officers, in the performance of their duties as such, shall owe to the Company
        duties of loyalty and due care of the type owed by the officers of a corporation
        to such corporation and its shareholders under the laws of the State of
        Delaware.
  4.18.  Resignation
        of Officer
  .  Any
        officer may resign as such at any time.  Such resignation shall be
        made in writing and shall take effect at the time specified therein, or if
        no
        time be specified, at the time of its receipt by Manager.  The
        acceptance of a resignation shall not be necessary to make it effective,
        unless
        expressly so provided in the resignation.  Any officer may be removed
        as such, either with or without cause at any time by the
        Manager.  Designation of an officer shall not of itself create any
        contractual rights or employment rights.
  **ARTICLE
        5.**
 **TRANSFER
        OF UNITS**
  5.1.  General
        Restriction
  .  A
        Member may transfer, whether voluntarily or involuntarily, all or some of
        such
        Member’s Units only as expressly provided for in this Agreement.  For
        purposes of this Agreement, a “transfer” includes, but is not limited to, any
        sale, assignment, gift, exchange, hypothecation, collateral assignment or
        subjection to any security interest.
  5.2.  Assignment
        ofUnits
  .  Subject
        to compliance with the conditions of Section 5.4, a Member shall have the
        right
        to transfer all or some of such Member’s Units by a written instrument of
        assignment, the terms of which are not in contravention of any of the provisions
        of this Agreement.  The assigning Member shall deliver to the Manager
        a written instrument of assignment in form and substance satisfactory to
        the
        Manager, duly executed by the assigning Member or such Member’s personal
        representative or authorized agent.  The assignment shall be
        accompanied by such assurances of genuineness and effectiveness and by such
        consents or authorizations of governmental or other authorities as may be
        reasonably required by the Manager.
  5.3.  Admission
        of Additional
        Members
  .  Any
        person acceptable to the Manager  may become an additional Member in
        the Company by the issuance of additional Units in exchange for such
        consideration as the Manager may determine.  Such person may become an
        additional Member in the Company only if, in addition to the requirements
        of
        Section 5.4, the person executes such instruments as the Manager may deem
        necessary or desirable to effect such admission.  Admission of an
        additional Member shall be recognized by the Company as provided in Section
        5.7.
  5.4.  Conditions
        of Transfers ofUnits
  .  A
        transfer of Units otherwise permitted by this Article 5 shall be subject
        to the
        limitations set forth below in this Section 5.4 unless the transfer is to
        a
        Permitted Transferee.
  (a)  No
        Units
        may be transferred without the written consent of the Manager.
  (b)  No
        Units
        may be transferred or issued if such proposed action, in the opinion of counsel
        for the Company, (i) would result in the termination of the Company under
        Section 708 of the Code, or (ii) would result in the cancellation of the
        Certificate of Formation or an obligation to file a Certificate of Cancellation,
        or (iii) would impair the ability of the Company to be taxed as a partnership
        for Federal income tax purposes.
  (c)  No
        Units
        may be transferred by a Member unless the transferee confirms in writing
        acceptable to the Members that such transferee has accepted, assumed, and
        agreed
        to be bound subject to and bound by all of the terms and conditions of this
        Agreement.
  (d)  No
        Units
        may be transferred unless, if requested, the Manager receives an opinion
        of
        counsel, satisfactory in form and substance to the Company’s counsel, to the
        effect that such transfer will not violate the Federal securities laws, or
        any
        state securities or syndication laws.  Such opinion shall, in the case
        of a transfer by a Member, be furnished at the expense of such
        Member.
  5.5.  Withdrawal
        of
        Member
  .  Except
        as otherwise provided in this Article 5, no Member shall be entitled to withdraw
        or resign from the Company.
  5.6.  Recognition
        of Assignees and
        Substituted Members
  .  Amendments
        to the books and records of the Company and, as may be required by law,
        amendments to the Certificate of Formation, shall be made monthly (or less
        frequently to the extent that such assignments or substitutions occur less
        frequently) to recognize the assignments of Units and, as applicable, admission
        of substituted or additional Members.  Assignments of Units and
        admissions of new Members shall be recognized and effective on and as of
        the
        first day of the first month following the date of the satisfaction of the
        conditions to the transfer and substitution set forth in this Article, as
        applicable.
  5.7.  Obligations
        of Transferring
        Member
  .  Except
        as otherwise agreed to by the Manager, no transfer by a Member of all or
        any
        portion of an interest in the Company shall, to any extent, relieve the
        transferring Member of any of such Member’s obligations to the Company or
        liability, if any, as a Member (whether or not such person remains as a
        Member).
  5.8.  Allocations
        Upon Transfer of Units.
  (a)  As
        between a Member and his transferee, profits, losses and credits for any
        monthly
        period shall be apportioned to the person who is the holder of the Units
        transferred on the last day of such monthly period, without regard to the
        results of the Company’s operations during the period before or after such
        transfer.  However, in the event that it is determined by the Manager
        that the convention adopted by the Company to allocate income, gain, loss,
        deduction or credit of the Company is not in compliance with Section 706(d)
        of
        the Code, as modified by Regulations promulgated thereunder, then the Manager
        shall revise the method of allocation to comply with such
        Regulations.
  (b)  No
        new
        Members shall be entitled to any retroactive allocation of Profits or Losses
        incurred by the Company.  The Manager may, at its option, at the time
        a Member is admitted, or a Unit transferred, close the Company’s books or make
        an allocation of tax items using any reasonable method permitted under Section
        706(d) of the Code and applicable Treasury Regulations.
  (c)  Any
        distributions of cash or other property shall be made to the holder of record
        of
        any Units on the date of distribution.
  **ARTICLE
        6.**
 **DISSOLUTION
        AND LIQUIDATION**
  6.1.  Events
        Triggering
        Dissolution
  .  The
        Company shall dissolve and commence winding up and liquidating upon the first
        to
        occur of any of the following events:
  (a)  the
        determination by vote of the Members holding Units representing a majority
        of
        the outstanding Units, that the Company should be dissolved;
  (b)  the
        insolvency or bankruptcy of the Company;
  (c)  the
        sale
        of all or substantially all of the Company assets; or
  (d)  any
        event
        that makes it impossible, unlawful or impractical to carry on the business
        of
        the Company.
  6.2.  Effect
        of
        Dissolution
  .  No
        dissolution of the Company shall release any of the parties to this Agreement
        for their contractual obligations under this Agreement.
  6.3.  Liquidation
  .  Upon
        dissolution of the Company in accordance with Section 6.1, the Company shall
        be
        liquidated.  The Manager shall select a liquidating manager (who may
        be any Member or the Manager) who shall serve only for purposes of winding
        up
        the Company (“Liquidating Manager”).  The proceeds of such liquidation
        shall be applied and distributed in the following order of
        priority:
  (a)  to
        the
        payment of the debts and liabilities of the Company (other than debts or
        liabilities owing to a Member) and the expenses of liquidation (including,
        if
        applicable, the reasonable fees of the Liquidating Manager);
  (b)  the
        setting up of any reserves which the Liquidating Manager may deem reasonably
        necessary for any contingent or unforeseen liabilities or obligations of
        the
        Company as the Liquidating Manager may deem advisable, for distribution in
        the
        manner hereinafter provided;
  (c)  to
        the
        repayment of any outstanding advances or loans that may have been made by
        any of
        the Members to the Company, other than capital contributions, pro rata among
        them on the basis of such advances and loans to the Company; and
  (d)  the
        balance, if any, to the Members (or to their permitted transferees of their
        Interest in the Company, in whole or in part) in accordance with their
        respective Capital Accounts, after adjustment for all income, loss, and gain
        of
        the Company and after adjustment for all previous contributions and
        distributions of the Company.
  6.4.  Revaluation
  .  If
        the Company assets are not sold, but instead are distributed in kind, such
        assets, for purposes of determining the amount to be distributed to the parties,
        shall be revalued on the Company books to reflect their then current fair
        market
        value as of a date reasonably close to the date of liquidation.  Any
        unrealized appreciation or depreciation shall be allocated among the Members
        and
        taken into account in determining the Capital Accounts of the Members as
        of the
        date of liquidation.
  6.5.  Distributions
        in
        Kind
  .  The
        Liquidating Manager may make distributions to the Members in cash or in kind,
        or
        partly in cash or partly in kind, in divided or undivided interests, and
        to
        allocate any property towards the satisfaction of any payment or distribution
        due to the Members in such manner as the Liquidating Manager may determine,
        whether or not such distributive shares may as a result be composed of different
        assets.  Distribution of any asset in kind to a Member shall be
        considered as a distribution of an amount equal to the asset’s fair market value
        for purposes of this Article 6.
  6.6.  Timing
        of
        Liquidation
  .  Distributions
        and liquidation of the Company shall be made in compliance with Treasury
        Regulation Section 1.704-1(b)(2)(ii)(b).  Distributions may be made to
        a trust established for the benefit of the Members for the purposes of
        liquidating Company assets, collecting amounts owed to the Company, and paying
        any contingent or unforeseen liabilities or obligations of the Company or
        of the
        Members arising out of or in connection with the Company.  The assets
        of any such trust shall be distributed to the Members from time to time in
        the
        reasonable discretion of the Liquidating Manager, in the same proportions
        as the
        amount distributed to such trust by the Company would otherwise have been
        distributed to such persons pursuant to this Agreement.
  6.7.  Certificate
        of
        Cancellation
  .  Upon
        the dissolution of the Company and the completion of the liquidation and
        winding
        up of the Company’s affairs and business, the Liquidating Manager shall (or if
        the Liquidating Manager fails to act, then any Member may) prepare and file
        a
        certificate of cancellation with the Delaware Secretary of State, as required
        by
        the Act.  When such certificate is filed, the Company’s existence
        shall cease.
  **ARTICLE
        7.**
 **ACCOUNTING
        AND FISCAL MATTERS**
  7.1.  Fiscal
        Year
  .  The
        fiscal year of the Company shall end on September 30 or on such other date
        as
        shall be selected by the Manager.
  7.2.  Method
        of
        Accounting
  .  The
        Managers shall select a method of accounting for the Company as deemed necessary
        or advisable and shall keep, or cause to be kept, full and accurate records
        of
        all transactions of the Company in accordance with sound accounting principles
        consistently applied.
  7.3.  Books
        and Records
  .  All
        books of account shall, at all times, be maintained in the principal office
        of
        the Company.  Upon reasonable request, each Member shall have the
        right, during ordinary business hours, to inspect and copy all accounts,
        books,
        and other relevant Company documents at the requesting Member’s
        expense.  Upon written request of any Member, the Managers shall
        provide a list showing the name, addresses, and Units of all Members, and
        a copy
        of the Operating Agreement and Certificate of Formation.
  7.4.  Federal
        Income Tax
        Returns
  .  The
        Manager shall prepare, or cause to be prepared, Federal income tax returns
        for
        the Company, and, in connection therewith and at the discretion of the Manager,
        make any available or necessary elections, including elections with respect
        to
        the useful lives and rates of depreciation of the properties of the
        Company.
  7.5.  Reports
        and
        Statements
  .  By
        the first of April of each calendar year of the Company, the Manager shall
        cause
        to be delivered to the Members such information as shall be necessary for
        the
        preparation by the Members of their Federal, state and local income and other
        tax returns.  The Manager shall also furnish such other information to
        the Member as, in the judgment of the Manager, shall be reasonably necessary
        for
        the Members to be advised of the financial status and results of operations
        of
        the Company.
  7.6.  Bank
        Accounts
  .  The
        Manager shall open and maintain (in the name of the Company) such bank accounts
        in which shall be deposited all funds of the Company.  Withdrawals
        from such account or accounts shall be made upon the signature or signatures
        of
        such person or persons as the Manager shall designate.
  7.7.  Tax
        Matters Partner
  .  The
        Manager shall act as “Tax Matters Partner” under Section 6231(a)(7) of the
        Internal Revenue Code of 1986, as amended, to manage administrative tax
        proceedings with the Internal Revenue Service.
  **ARTICLE
        8.**
 **MISCELLANEOUS**
  8.1.  Amendment
  .  Amendments
        to this Agreement may be  made in accordance with the terms of this
        Article 8.
  8.2.  Amendments
        Without Consent of
        Members
  .  In
        addition to any amendments otherwise authorized in this Agreement, amendments
        may be made to this Agreement from time to time by the Manager, without the
        consent of any Member, which (i) do not adversely affect the rights of the
        Members or their assignees in any material respect; (ii) correct any error
        or
        resolve any ambiguity in or inconsistency among any of the provisions of
        this
        Agreement; (iii) delete or add any provision of this Agreement that is required
        to be so deleted or added by any federal or state securities commission or
        other
        governmental authority; (iv) amend this Agreement and the Certificate of
        Formation to admit new Members or issue new interests, Units or securities
        in
        accordance with this Agreement; and (v) is in response to a change in the
        Act
        that permits or requires an amendment so long as no Member is adversely affected
        in any material respect.
  8.3.  Amendments
        Requiring Consent of
        Affected Members
  .  Notwithstanding
        anything to the contrary in this Article 8, this Agreement may not be amended,
        without the consent of the Member or Members affected by any amendment to
        this
        Agreement which would (i) materially and adversely affect the rights of the
        Member ( except that the Manager may amend this Agreement and the Certificate
        of
        Formation to admit new Members or issue new interests, Units or securities
        in
        accordance with this Agreement) or (i) modify the limited liability of a
        Member.
  8.4.  Glossary
  .  As
        used in this Agreement, capitalized words and phrases shall have the meanings
        set forth below:
  (a)  Affiliate.  “Affiliate”
        means, with respect to any Person (i) each Person that, directly or indirectly,
        owns or controls, whether beneficially, or as a trustee, guardian or other
        fiduciary, 50% or more of the voting interests of such Person, (ii) each
        Person
        that controls, is controlled by or is under common control with each Person
        or
        any Affiliate of such Person, (iii) each of such Person’s officers, directors,
        managers, joint venturers, members and partners, or (iv) such Person’s spouse,
        children, siblings and parents.  For the purpose of this definition,
“control” of a Person shall mean the possession, directly or indirectly, of the
        power to direct or cause the direction of its management or policies, whether
        through the ownership of voting interests, by contract or
        otherwise.
  (b)  Adjusted
        Capital Account Deficit.  “Adjusted Capital Account Deficit” means
        the deficit balance, if any, in a Member’s Capital Account at the end of any
        fiscal year, with the following adjustments:
  (i)  Credit
        to
        such Capital Account any amount that such Member is obligated to restore
        under
        Treasury Regulation Section 1.704-1(b)(2)(ii)(c), as well as any addition
        thereto pursuant to the next to last sentences of Treasury Regulation Sections
        1.704-2(g)(1) and 1.704-2(i)(5); and
  (ii)  Debit
        to
        such Capital Account the items described in Treasury Regulation Sections
        1.704-1(b)(2)(ii)(d)(4) through (6).  The foregoing definition of
        Adjusted Capital Account Deficit is intended to comply with the provisions
        of
        Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted
        consistently therewith.
  (c)  Bankruptcy.  “Bankruptcy”
        of any individual, corporation or partnership shall be deemed to occur when
        (1)
        such individual, corporation or partnership files a petition in bankruptcy,
        or
        voluntarily takes advantage of any bankruptcy or insolvency law, or (2) is
        the
        subject of a petition or answer proposing the adjudication of such person
        as a
        bankrupt, and such individual, corporation or partnership either consents
        to the
        filing thereof, or fails to cause such petition or answer to be discharged
        or
        denied prior to the expiration of sixty (60) days from the date of such filing,
        or (3) such person’s or entity’s assets are insufficient to pay his, her or its
        liabilities, or he, she or it has so admitted in writing.
  (d)  Calendar
        Quarter.  “Calendar Quarter” means any of the three month periods
        ending March 31, June 30, September 30 or December 31.
  (e)  Capital
        Account.  “Capital Account” means, with respect to any Member, the
        Capital Account maintained for such Member in accordance with the following
        provisions:
  (i)  To
        each
        Member’s Capital Account there shall be credited such Member’s Capital
        Contributions, such Member’s distributive share of Profits and any items in the
        nature of income or gain that are specially allocated pursuant to Article
        3 of
        this Agreement, and the amount of any Company liabilities that are assumed
        by
        such Member or that are secured by any Company property distributed to such
        Member.
  (ii)  In
        the
        event any Member transfers all or any of his or her Units in accordance with
        the
        terms of this Agreement, the transferee shall succeed to the Capital Account
        of
        the transferor to the extent it relates to the transferred Units.
  (iii)  In
        determining the amount of any liability for purposes of this Section 8.4,
        there
        shall be taken into account Code Section 752(c) and other applicable Code
        Sections and Treasury Regulations.
  (iv)  The
        foregoing provisions and the other provisions of this Agreement relating
        to the
        maintenance of Capital Accounts are intended to comply with Treasury Regulation
        Section 1.704-1(b), and shall be interpreted and applied in a manner consistent
        with the Treasury Regulations.  In the event the Manager determines
        that it is prudent to modify the manner in which the Capital Accounts, or
        any
        debits or credits thereto (including, without limitation, debits or credits
        relating to liabilities that are secured by contributed or distributed property
        or that are assumed by the Company or the Members), are computed in order
        to
        comply with such Regulations, the Manager may make such modification, provided
        that it is not likely to have a material effect on the amounts distributable
        to
        any Member pursuant to Article 6 of this Agreement upon the dissolution of
        the
        Company.  The Manager also shall make any appropriate modifications in
        the event unanticipated events might otherwise cause this Agreement not to
        comply with Regulations Section 1.704(b).
  (f)  Cash
        Flow From Operations.  “Cash Flow From Operations” means all cash
        funds derived from operations of the Company (including interest received
        on
        reserves), less cash funds to pay current operating expenses and to pay or
        establish reasonable reserves for future expenses, debt payments, capital
        improvements, contingencies, and replacements as determined by the
        Manager.
  (g)  Capital
        Contribution.  “Capital Contribution” means, with respect to any
        Member, the amount of money and the initial gross asset value of any property
        (other than money) contributed to the Company with respect to Units held
        by such
        Member.
  (h)  Class
        A Unit.  “Class A Unit” means a Unit representing a fractional
        part of the Class A Unitholders’ interest in the profits, losses and
        distribution of the Company and having the rights and obligations specified
        with
        respect to Class A Units in this Agreement.
  (i)  Class
        A Unitholder.  “Class A Unitholder” means a holder of Class A
        Units.
  (j)  Class
        B Unit.  “Class B Unit” means a Unit representing a fractional
        part of the Class B Unitholders’ interest in the profits, losses and
        distributions of the Company and having the rights and obligations specified
        with respect to the Class B Units in this Agreement.
  (k)  Class
        B Unitholder.  “Class B Unitholder” means a holder of Class B
        Units.
  (l)  Class
        C Unit.  “Class C Unit” means a Unit representing a fractional
        part of the Class C Unitholders’ interest in the profits, losses and
        distributions of the Company and having the rights and obligations specified
        with respect to the Class C Units in this Agreement.
  (m)  Class
        C Unitholder.  “Class C Unitholder” means a holder of Class C
        Units.
  (n)  Code.  “Code”
        means the Internal Revenue Code of 1986, as amended from time to time (or
        any
        corresponding provisions of succeeding law).
  (o)  Company.  “Company”
        means the limited liability company governed by this Agreement.
  (p)  Economic
        Risk of Loss.  “Economic Risk of Loss” means a determination that
        a Member bears the economic risk with respect to a Company liability in
        accordance with Treasury Regulation Section 1.752-2 (without regard to whether
        that section applies to such liability).
  (q)  Manager.  “Manager”
        shall initially mean Stratus or such other person or entity later designated
        by
        the Members.
  (r)  Members.  “Members”
        means the persons listed on attached Schedule A, and any person admitted
        to the
        Company as a Member in accordance with Article 5.  The Members shall
        have the powers, rights and privileges provided to them in this
        Agreement.
  (s)  Membership
        Interest.  “Membership Interest” means a Member’s economic
        interest in the Company and such Member’s right to participate in the management
        of the business and affairs of the Company, including, without limitation,
        the
        right to vote on, consent to, or otherwise participate in any decision or
        action
        of the Members pursuant to this Agreement or the Act.
  (t)  Member
        Non-recourse Debt.  “Member Non-recourse Debt” means any
        Non-recourse Liability of the Company for which any Member (or a party related
        to such Member) bears the Economic Risk of Loss.
  (u)  Minimum
        Gain.  “Minimum Gain” means, with respect to each Non-recourse
        Liability of the Company, the amount of gain (of whatever character) that
        would
        be realized by the Company if it disposed of the Company property subject
        to
        such liability in a taxable transaction in full satisfaction of such liability
        (and for no other consideration), and by then aggregating the amounts so
        computed.  It is further understood that Minimum Gain shall be
        determined in a manner consistent with the rules of Treasury Regulation Section
        1.704-2(d)(2) (or successor provisions).
  (v)  Non-recourse
        Liability.  “Non-recourse Liability” means any Company liability
        (or portion thereof) for which no Member or related persons (within the meaning
        of Treasury Regulation Section 1.752-4(b)) bears the Economic Risk of Loss
        within the meaning of Treasury Regulation Section 1.752-2.
  (w)  Percentage.  “Percentage”
        means:
  (i)  As
        to a
        Class A Unitholder, the percentage determined by multiplying (A) forty (40)
        by
        (B) a fraction, the numerator of which shall be the total number of Class
        A
        Units held by such Class A Unitholder and the denominator of which shall
        be the
        total number of Class A Units then outstanding;
  (ii)  As
        to a
        Class B Unitholder, the percentage determined by multiplying (A) fifty one
        (51)
        by (B) a fraction, the numerator of which shall be the total number of Class
        B
        Units held by such Class B Unitholder and the denominator of which shall
        be the
        total number of Class B Units then outstanding; and
  (iii)  As
        to a
        Class C Unitholder, the percentage determined by multiplying (A) nine (9)
        by (B)
        a fraction, the numerator of which shall be the total number of Class C Units
        held by such Unitholder and the denominator of which shall be the total number
        of Class C Units then outstanding.
  (x)  Permitted
        Transferee.  “Permitted Transferee” means with respect to a Member
        (i) a spouse, child, grandchild or sibling of the Member or a trust formed
        for
        estate planning purposes by the Member, (ii) a limited liability company,
        partnership or corporation in which the Member has a controlling interest
        or
        (iii) a transferee set forth under such Member’s name on Schedule B
        hereto.
  (y)  Person.  “Person”
        means and includes any individual, corporation, partnership, association,
        limited liability company, trust, estate or other entity.
  (z)  Profits
        and Losses.  “Profits” and “Losses” means, for each fiscal year or
        other period, an amount equal to the Company’s taxable income or loss for such
        year or period, determined by the Company’s accountant.
  (aa)  Treasury
        Regulations.  “Treasury Regulations” means the Income Tax
        Regulations promulgated under the Code, as such regulations may be amended
        from
        time to time (including corresponding provisions of succeeding
        regulations).
  (bb)  Unit.  “Unit”
        means a Unitholder’s interest in the profits, losses and distributions of the
        Company representing a fractional part of the aggregate interests in the
        profits, losses and distributions of the Company of all Unitholders; provided
        that any class or group of Units shall have the relative rights, powers duties
        and obligations specified with respect to such class or group of units in
        this
        Agreement, and the interest of such class or group of Units in the profits,
        losses and distributions of the Company shall be determined in accordance
        with
        such relative rights, powers, duties and obligations.
  (cc)  Unitholder.  “Unitholder”
        means any owner of one or more Units.
  8.5.  Notices
  .  Unless
        otherwise provided in this Agreement or by written agreement of the Members,
        all
        notices or other communications required or permitted to be given under this
        Agreement shall be deemed given when delivered personally or mailed by
        registered or certified mail, return receipt required, postage prepaid, or
        delivered by overnight courier service, to the Members at their addresses
        on the
        records of the Company, or at such other addresses as a Member may designate
        in
        writing to the Company.
  8.6.  Binding
        Effect
  .  Except
        as otherwise provided in this Agreement to the contrary, this Agreement shall
        be
        binding upon and inure to the benefit of the parties, their personal
        representatives, successors and assigns.
  8.7.  Counterparts
  .  This
        Agreement may be executed in several counterparts, each of which shall be
        deemed
        an original, but all of which shall be considered one and the same instrument
        which may be sufficiently evidenced by one counterpart.
   
  8.8.  Governing
        Law
  .  This
        Agreement shall be governed by, and construed in accordance with, the laws
        of
        the State of Delaware.
  8.9.  Severability
  .  The
        invalidity or unenforceability of any particular provision of this Agreement
        shall be construed in all respects as if such invalid or unenforceable
        provisions were omitted.
  8.10.  Gender
  .  As
        used in this Agreement, the masculine gender shall include the feminine and
        the
        neuter, and vice versa.
   
  **CERTIFICATION**
  The
        undersigned agree, acknowledge and certify that the foregoing document
        constitutes the Operating Agreement adopted by the Members of the Company
        as of
        the date of this Agreement.
  STRATUS
        SERVICES GROUP,
        INC.
  
  By:  /s/
        Michael A.
        Maltzman
 Name:
        Michael A. Maltzman
 Title:
        Executive Vice President &
CFO
  TRANSWORLD ASSETS,
        LLC
 By:
        STRATUS SERVICES GROUP, INC., Manager
 
  By:
        /s/Michael A.
        Maltzman
 Name:
        Michael A. Maltzman
 Title:
        Executive Vice President &
CFO
   
  OPERATING
        AGREEMENT
  SIGNATURE
        PAGE FOR TRANSWORLD ASSETS, LLC.
  CLASS
        A
        UNITHOLDER
  NAME
        OF
        CLASS A
        UNITHOLDER:
  ADDRESS:
  
  TELEPHONE
        NO.                                                                (     )
  *NAME
        OF
        TRUSTEE:
  
  *NAME
        OF
        PLAN
        SPONSOR:
  *ADDRESS
        OF PLAN
        SPONSOR:
  
  TAX
        ID
        (EIN)
        NO.:
  CAPITAL
        CONTRIBUTION:
  SIGNATURE
        OF THE CLASS A UNITHOLDER
  By:
 Name:
 Title:
  
  
  *If
        applicable.
  
  
   
  SCHEDULE
        A
  **Capital
        Contribution and Units**
  **Member**
              **Capital**
                **Contributions**
              **Class
                  A**
                **Units**
              **Class
                  B**
                **Units**
              **Class
                  C**
                **Units**Stratus
                  Services Group, Inc.
              $100,000*
              ----
              51
              ----Transworld
                  Holding, Inc.
              $---------
              ----
              ----
              9
 *Represents
        agreed upon value of 1,000,000 shares of Stratus Services Group, Inc. common
        stock which have been contributed to the Company and an aggregate 1,000,000
        shares of Stratus Services Group, Inc. common stock issued by Stratus Services
        Group at the request of the Company to investors (which shares shall be deemed
        to have been contributed to the Company by Stratus Services Group, Inc. and
        distributed by the Company to the other Members).