Exhibit 10.51


    EXHIBIT
      10.51

    


    


    October
      20, 2005

    


    Michael
      A. Maltzman, CFO

    Stratus
      Services Group, Inc.

    500
      Craig
      Road, Suite 201

    Manalapan,
      New Jersey 07726

    


    Re: Continued
      forbearance regarding default under outsourcing agreement dated
      August 13, 2004, by and between ALS, LLC and Stratus Services

    Group,
      Inc., as amended (the “Agreement”)     

    


    Dear
      Mr.
      Maltzman:

    


    As
      you
      know, this law firm represents ALS, LLC (“Advantage”) in connection with the
      Agreement and Advantage’s business relationships with Stratus Services Group,
      Inc. (“Stratus”). Capital TempFunds (“CTF”) is Stratus’ secured lender under the
      terms and conditions of a loan and security agreement dated as of December
      8,
      2000 as amended and modified (the “Secured Loan”). By letters dated July 29,
      2005 and August 5, 2005, Advantage has provided Stratus with written notices
      of
      its defaults and material breaches of payment obligations due under the
      Agreement. Stratus has failed to cure the material breaches of payment
      obligations within two business days of notice and therefore, pursuant to
      paragraph 3 of the Agreement, Advantage currently has the right to terminate
      the
      Agreement. Additionally, as a result of the defaults, Stratus owes to Advantage
      $1,000.00 per day of payment obligation breach or 24% annual interest on the
      outstanding amount, compounded daily, or a maximum allowed by law, whichever
      is
      higher. We understand that CTF has declared defaults under the Secured Loan,
      but
      has entered into a forbearance agreement with Stratus through at least November
      4, 2005.

     

    This
      letter sets forth the terms by which the parties agree to a forbearance of
      enforcement of existing defaults that have been declared by Advantage as to
      the
      Agreement and CTF as to the Secured Loan. Due to the time urgency in getting
      this letter agreement prepared and executed, the parties agree to enter a more
      formal agreement if reasonably necessary.

     

    Advantage
      will forbear from enforcing current defaults under the Agreement, unless a
      default occurs hereunder, on the following terms and conditions:

     

    	1.  	
            On
              Stratus’ direction which is given hereby, CTF shall wire transfer to
              Advantage by 10 am Eastern on October 21, 2005 the sum of $1,622,207.46
              of
              the $1,922,207.46 presently
              owed by Stratus to Advantage pursuant to the terms of the Agreement
              (which
              excludes the $600,000 subordinated receivable, which will remain due
              and
              owing). The remaining $300,000 shall be paid by wire transfer no later
              than November 3, 2005).

          


     

    	2.  	
            Conditioned
              upon timely receipt of the payments required in paragraph 1 above,
              and as
              long as payments continue to be timely made in accordance with paragraph
              4
              below and Stratus is not in payment default hereunder, Advantage will
              release and fund the payrolls associated with the Agreement on October
              21,
              2005 and October 28, 2005.

          


     

    	3.  	
            Provided
              that Stratus complies with all the terms of this forbearance agreement,
              Advantage will continue to perform under the Agreement through November
              3,
              2005.

          


     

    	4.  	
            Advantage
              shall invoice to Stratus as to each payroll paid under paragraph 2
              above
              consistent with the Agreement except that such invoices shall have
              two
              components: (a) invoices for each week totaling the amount of $1,100,000
              shall be due and payable on or before October 27, 2005 and November
              3,
              2005 respectively (the “Deferred Amounts”); and (b) the remaining amount
              due under invoices after deducting $1,100,000 shall be due and payable
              immediately (the “Immediately Due
              Amounts”).

          


     

    	5.  	
            Stratus
              shall repay the Immediately Due Amounts for each week by directing
              CTF, on
              a daily basis starting Friday, October 21, 2005, to advance and wire
              transfer to Advantage from available funds under the Secured Loan.
              Stratus
              shall provide Advantage with an exact copy of the loan status provided
              by
              CTF.

          


     

    	6.  	
            Stratus
              shall be in default hereunder unless: (i) the Immediately Due Amounts
              for
              each week are paid in full by October 26, 2005 and November 2, 2005
              respectively; and (ii) the Deferred Amounts for each week are paid
              in full
              by October 27, 2005 and November 3, 2005,
              respectively.

          


     

    	7.  	
            Stratus
              confirms that Advantage is entitled to a $50,000 Forbearance Fee through
              August 25, 2005, as previously memorialized in the August 12, 2005
              letter
              agreement between Stratus and Advantage. Thereafter, as set forth in
              the
              preamble to this letter above, Stratus confirms that Advantage is entitled
              to $1,000 per day of payment obligation breach or 24% annual interest
              on
              the outstanding amount, compounded daily, or a maximum obligation allowed
              by law, whichever is higher. Amounts for fees and/or interest due from
              Stratus to Advantage are in addition to the balance due listed
              above.

          


     

    	8.  	
            Any
              further default under the Agreement or the Secured Loan shall be a
              default
              hereunder, unless specifically stated otherwise herein. A default
              hereunder or under the Agreement shall entitle Advantage to immediately
              terminate the Agreement and immediately seek all available remedies.
              For
              the term hereof, CTF agrees to give Advantage and Stratus immediate
              and
              simultaneous notice of any default by Stratus hereunder of under the
              Secured Loan. For the term hereof, Advantage agrees to give CTF and
              

          


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Stratus
      immediate and simultaneous notice of any default by Stratus hereunder or under
      the Agreement.

     

    	9.  	
            CTF
              shall forbear from exercising its rights under the Secured Loan during
              the
              Forbearance Period pursuant to the separate forbearance agreement,
              an
              executed copy of which will be immediately provided to Advantage. Stratus
              shall provide Advantage with copies of the executed forbearance agreement
              with CTF. Advantage’s obligation to forbear hereunder shall cease if CTF
              ceases to forbear under its forbearance agreement and Advantage’s right to
              cease forbearing hereunder shall constitute Advantage’s sole remedy
              against CTF.

          


     

                    HILL,
      WARD &
      HENDERSON, P.A.

    


                    s/

    


                    Michael
      P.
      Brundage

    


    


    


    
      	
              ALS,
                LLC

            	
              STATUS
                SERVICE GROUP

            
	
               

              By: /s/
                Jay Wolin

            	
               

              By: /s/
                Michael A. Maltzman

            
	
              Its: CFO

            	
              Its: Exec
                VP & CFO

            
	 	 
	
              Acknowledged
                and consented to by

            	 
	
               

              CAPITAL
                TEMPFUNDS, INC.

            	 
	
               

              By: /s/
                Beverly Ferrara

            	 
	
              Its: Vice
                President