Exhibit 10.52


    EXHIBIT
      10.52

    


    CAPITAL
      TEMPFUNDS

    a
      division of CAPITAL FACTORS LLC,

    One
      Brixam Green, 15800 John J. Delaney Drive, Suite 300, 

    Charlotte,
      North Carolina 28277

    


    October
      20 2005

    


    Michael
      A. Maltzman, CFO

    Stratus
      Services Group, Inc.

    500
      Craig
      Road

    Suite
      201

    Manalapan,
      New Jersey 07726

    


    Re:
      AMENDED AND RESTATED FORBEARANCE AGREEMENT (the “Forbearance Agreement”), dated
      as of August 11, 2005, as amended as of August 25, 2005, September 1, 2005,
      September 8, 2005, September 15, 2005, September 29, 2005, October 6, 2005
      and
      October 12, 2005 by and between CAPITAL TEMPFUNDS, a division of CAPITAL FACTORS
      LLC, (“Capital”), and STRATUS SERVICES GROUP, INC. (“Borrower”)

    


    Dear
      Mr.
      Maltzman:

    


    It
      is
      mutually agreed between the parties hereto that the Forbearance Agreement be
      further amended as follows (all capitalized terms not defined herein shall
      have
      the meaning given such term in the Forbearance Agreement):

    


    	a)  	
            Clause
              (a) of the first sentence Section 3 of the Forbearance Agreement, is
              hereby further amended to replace “October 21, 2005” with “November 4,
              2005”;

          


    	b)  	
            In
              consideration of the additional forbearance referred to herein, Borrower
              hereby authorizes Capital to charge Borrower’s loan account with an
              additional Forbearance Fee of $50,000 upon the execution of this letter
              agreement.

          


    


    The
      Borrower hereby represents and warrants to Capital that, after giving effect
      to
      this letter agreement, no Default or Event of Default other than the Designated
      Defaults has occurred and is continuing. Borrower hereby acknowledges and agrees
      that a breach of the representation and warranty set forth herein shall
      constitute a Forbearance Default under the Forbearance Agreement and an Event
      of
      Default under the Loan Agreement. This letter agreement shall not be deemed
      to
      be a waiver, amendment or modification of, or consent to or departure from,
      any
      provisions of the Loan Agreement, the Forbearance Agreement or any other Loan
      Document or to be a waiver of any 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Forbearance
      Default under the Forbearance Agreement or Default or Event of Default under
      the
      Loan Agreement or any other Loan Document whether arising before or after the
      date hereof (except for the specific amendment referenced above in this letter
      agreement), and this letter agreement shall not preclude the future exercise
      of
      any right, remedy, power or privilege available to Capital whether under the
      Forbearance Agreement, the Loan Agreement, the other Loan Documents or
      otherwise. All capitalized terms not otherwise defined herein shall have the
      meanings given to them in the Forbearance Agreement.

    


    This
      letter agreement shall be deemed to be a Loan Document for all purposes. This
      letter agreement may be executed in one or more counterparts, each of which
      shall be deemed an original and all of which taken together shall constitute
      one
      and the same agreement. Any signature delivered by a party by facsimile
      transmission shall be deemed to be an original signature hereto.

     

    If
      the
      above provisions are satisfactory to you, please execute this letter agreement
      as set forth below and return it to Capital.

    


    Capital
      TempFunds, a division of Capital Factors, LLC

    


    


    By: /s/
      Beverly Ferrara   

    


    Its: Vice
      President    

    


    Acknowledged
      and Agreed:

    Stratus
      Service Group, Inc.

    


    


    By: Michael
      A. Maltzman   

    


    Its: Exec.
      VP & CFO   

    


    


    s/
      Joseph J. Raymond

    Joseph
      J.
      Raymond, Individually