Exhibit 10.55


    EXHIBIT
      10.55

     

    


    


    CAPITAL
      TEMPFUNDS

    a
      division of CAPITAL FACTORS LLC,

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

    Charlotte,
      North Carolina 28277

    


    November
      3, 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,
      October 12, 2005 and October 19, 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 “November 4, 2005” with “November18,
              2005”;

          


    


    	(b)  	
            Section
              7 of Forbearance Agreement shall be amended by adding new subsections
“g”
              and “h” thereto as follows;

          


    


    “(g)
      No
      later than November 11, 2005, Borrower and ALS, LLC or its affiliated company,
      Advantage Services Group (collectively, “Advantage”) shall have entered into a
      binding agreement, approved in all respects by Capital, for the sale by Borrower
      of all of the assets described in the first “bullet point” contained in that
      certain Term Sheet dated November 1, 2005 between Borrower and Advantage;
      and

    


    (h)
      No
      later than November 18, 2005, there shall be invested in Borrower no less than
      $1,000,000 in the form of a) equity, b)subordinated indebtedness (pursuant
      to
      terms acceptable to Capital); c) a junior participation with Capital in loans
      made and to be made to Borrower; or d) a complete subordination by Advantage
      of
      Borrower’s indebtedness to Advantage in that amount.”

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    (c)
      For
      the period commencing on the date hereof through November 11, 2005, Capital
      shall retain an additional reserve of $100,000.

    


    (d)
      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.

     


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    


     

    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/
      James
      Rothman

    


                    Its:
      President

    


    Acknowledged
      and Agreed:

    Stratus
      Services Group, Inc.

    


    


    By:
      /s/ Michael A. Maltzman

    


    Its:
      Executive V.P. & CFO

    


    


    /s/
      Joseph J. Raymond

    Joseph
      J.
      Raymond, Individually

    


    3