Exhibit 10.14

OPERATING AGREEMENT      FOR      STRATUS TECHNOLOGY SERVICES, LLC

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TABLE OF CONTENTS

|                                                        |              |                     |                                                      | Page
|------------------------------------------------------- | ------------ | ------------------- | ---------------------------------------------------- | ----
|Article I DEFINITIONS                                   |              | 1                  
|Article II FORMATION OF COMPANY                         |              | 3                  
|                                                        | Section 2.01 |                     | Formation                                            |     
|                                                        | Section 2.02 |                     | Name                                                 |     
|                                                        | Section 2.03 |                     | Principal Place of Business                          |     
|                                                        | Section 2.04 |                     | Registered Office and Registered Agent               |     
|                                                        | Section 2.05 |                     | Term                                                 |     
|Article III BUSINESS OF THE COMPANY                     |              | 4                  
|Article IV NAMES AND ADDRESSES OF MEMBERS               |              | 4                  
|Article V RIGHTS AND DUTIES OF MEMBERS                  |              | 4                  
|                                                        | Section 5.01 |                     | Management                                           |     
|                                                        | Section 5.02 |                     | Powers of the Managing Member                        |     
|                                                        | Section 5.03 |                     | Restrictions on Powers of Members                    |     
|                                                        | Section 5.04 |                     | Good Faith                                           |     
|                                                        | Section 5.05 |                     | Indemnity of the Members, Employees and Other Agents |     
|                                                        | Section 5.06 |                     | Reimbursements                                       |     
|Article VI ADDITIONAL RIGHTS AND OBLIGATIONS OF MEMBERS |              | 6                  
|                                                        | Section 6.01 |                     | Limitation of Liability                              |     
|                                                        | Section 6.02 |                     | Company Debt Liability                               |     
|                                                        | Section 6.03 |                     | List of Members                                      |     
|                                                        | Section 6.04 |                     | Company Books                                        |     
|                                                        | Section 6.05 |                     | Priority and Return of Capital                       |     
|                                                        | Section 6.06 |                     | Liability of a Member to the Company                 |     
|Article VII                                             |              | MEETINGS OF MEMBERS |                                                      | 7   
|                                                        | Section 7.01 |                     | Annual Meeting                                       |     
|                                                        | Section 7.02 |                     | Special Meetings                                     |     
|                                                        |              |                     |                                                      |     

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|                                                                         | Section 7.03 |    | Place of Meetings                                                     |  | 7 
|------------------------------------------------------------------------ | ------------ | -- | --------------------------------------------------------------------- |  | --
|                                                                         | Section 7.04 |    | Notice of Meetings                                                    |  | 7 
|                                                                         | Section 7.05 |    | Meeting of All Members                                                |  | 7 
|                                                                         | Section 7.06 |    | Record Date                                                           |  | 7 
|                                                                         | Section 7.07 |    | Quorum                                                                |  | 8 
|                                                                         | Section 7.08 |    | Manner of Acting                                                      |  | 8 
|                                                                         | Section 7.09 |    | Corporate Members                                                     |  | 8 
|                                                                         | Section 7.10 |    | Proxies                                                               |  | 9 
|                                                                         | Section 7.11 |    | Voting of Voting Units                                                |  | 9 
|                                                                         | Section 7.12 |    | Conduct of Meetings by or Through the Use of Communications Equipment |  | 9 
|                                                                         | Section 7.13 |    | Action by Members Without a Meeting                                   |  | 9 
|                                                                         | Section 7.14 |    | Waiver of Notice                                                      |  | 9 
|Article VIII CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS           |              | 9 
|                                                                         | Section 8.01 |    | Members' Capital Contributions                                        |  | 9 
|                                                                         | Section 8.02 |    | Additional Contributions                                              |  | 10
|                                                                         | Section 8.03 |    | Capital Accounts                                                      |  | 10
|                                                                         | Section 8.04 |    | Withdrawal or Reduction of Members' Contributions to Capital          |  | 11
|Article IX ALLOCATIONS, INCOME TAX, DISTRIBUTIONS, ELECTIONS AND REPORTS |              | 11
|                                                                         | Section 9.01 |    | Profits, Losses and Tax Credits                                       |  | 11
|                                                                         | Section 9.02 |    | Special Allocations to Capital Accounts                               |  | 11
|                                                                         | Section 9.03 |    | Distributions Prior to Dissolution                                    |  | 12
|                                                                         | Section 9.04 |    | Limitation Upon Distributions                                         |  | 12
|                                                                         | Section 9.05 |    | Accounting Principles                                                 |  | 12
|                                                                         | Section 9.06 |    | Interest On and Return of Capital Contributions                       |  | 12
|                                                                         | Section 9.07 |    | Loans to Company                                                      |  | 12
|                                                                         |              |    |                                                                       | 

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|                                                    | Section 9.08  |    | Accounting Period                                   |  | 12
|--------------------------------------------------- | ------------- | -- | --------------------------------------------------- |  | --
|                                                    | Section 9.09  |    | Records, Audits and Reports                         |  | 12
|                                                    | Section 9.10  |    | Returns and Other Elections                         |  | 13
|                                                    | Section 9.11  |    | Tax Matters Member                                  |  | 13
|Article X REPRESENTATIONS AND WARRANTIES OF STRATUS |               | 13
|                                                    | Section 10.01 |    | Corporate Organization                              |  | 13
|                                                    | Section 10.02 |    | Authorization of Agreement                          |  | 13
|Article XI REPRESENTATIONS AND WARRANTIES OF FUSION |               | 13
|                                                    | Section 11.01 |    | Corporate Organization                              |  | 13
|                                                    | Section 11.02 |    | Authorization of Agreement                          |  | 14
|Article XII NONCOMPETITION AND CONFIDENTIALITY      |               | 14
|                                                    | Section 12.01 |    | Noncompete During Term of Agreement                 |  | 14
|                                                    | Section 12.02 |    | Confidentiality                                     |  | 14
|                                                    | Section 12.03 |    | Specific Performance                                |  | 14
|Article XIII TRANSFERABILITY                        |               | 14
|                                                    | Section 13.01 |    | General                                             |  | 14
|                                                    | Section 13.02 |    | Right of First Refusal                              |  | 14
|                                                    | Section 13.03 |    | Additional Member                                   |  | 15
|                                                    | Section 13.04 |    | Issuance of Additional Voting Units                 |  | 15
|Article XIV DISSOLUTION AND TERMINATION             |               | 15
|                                                    | Section 14.01 |    | Dissolution                                         |  | 15
|                                                    | Section 14.02 |    | Winding Up, Liquidation and Distribution of Assets  |  | 16
|                                                    | Section 14.03 |    | Return of Contribution Nonrecourse to Other Members |  | 17
|Article XV CROSS PURCHASE OPTIONS                   |               | 17
|                                                    | Section 15.01 |    | Purchase Option                                     |  | 17
|                                                    | Section 15.02 |    | Option Price                                        |  | 18
|                                                    |               |    |                                                     | 

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|                                     | Section 15.03 |    | Closing                                                    |  | 18
|------------------------------------ | ------------- | -- | ---------------------------------------------------------- |  | --
|                                     | Section 15.04 |    | Successors and Assigns                                     |  | 18
|Article XVI MISCELLANEOUS PROVISIONS |               | 18
|                                     | Section 16.01 |    | Notices                                                    |  | 18
|                                     | Section 16.02 |    | Books of Account and Records                               |  | 18
|                                     | Section 16.03 |    | Application of New Jersey Law                              |  | 18
|                                     | Section 16.04 |    | Waiver of Action for Partition                             |  | 18
|                                     | Section 16.05 |    | Amendments                                                 |  | 18
|                                     | Section 16.06 |    | Execution of Additional Instruments                        |  | 18
|                                     | Section 16.07 |    | Construction                                               |  | 19
|                                     | Section 16.08 |    | Headings                                                   |  | 19
|                                     | Section 16.09 |    | Waivers                                                    |  | 19
|                                     | Section 16.10 |    | Rights and Remedies Cumulative                             |  | 19
|                                     | Section 16.11 |    | Severability                                               |  | 19
|                                     | Section 16.12 |    | Successors and Assigns                                     |  | 19
|                                     | Section 16.13 |    | Creditors                                                  |  | 19
|                                     | Section 16.14 |    | Arbitration of Disputes; Opportunity to Cure Noncompliance |  | 19
|                                     | Section 16.15 |    | Counterparts                                               |  | 19

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ARTICLE I  Definitions

The following terms used in this LLC Agreement shall have the following meanings (unless otherwise expressly provided herein):

This
definition of Adjusted Deficit Capital Account is intended to comply with the provision of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and
1.704-2, and shall be interpreted consistently with those provisions.

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ARTICLE II  Formation of Company

2.01Formation.Effective November 14, 2000, J. Todd Raymond, Esq. organized a Limited Liability Company
by executing and delivering a Certificate of Formation to the New Jersey Secretary of State in accordance with and pursuant to the Act.

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2.02Name.The name of the Company isSTRATUS TECHNOLOGY SERVICES,
LLC.

2.03Principal Place of Business.The principal place of business of the Company shall be 500 Craig Road, Suite
201, Manalapan, New Jersey 07726. The Company may locate its places of business and registered office at any other place or places as the Members deem advisable from time to time.

2.04Registered Office and Registered Agent.The Company's registered office shall be 500 Craig Road, Suite 201,
Manalapan, New Jersey 07726 and the name of its registered agent at such address shall be Suzette Nanovic Berrios, Esq. The Company may change its registered office and/or registered agent from time
to time by filing the address of the new registered office and/or the name of the new registered agent with the Secretary of State pursuant to the Act.

2.05Term.The term of the Company shall be thirty years from the date of filing of Certificate of Formation
with the Secretary of State of the State of New Jersey, unless the Company is earlier dissolved or merged in accordance with the provisions of this LLC Agreement or the Act.

ARTICLE III  Business of the Company

The business of the Company shall be:

ARTICLE IV  Names and Addresses of Members

The names and addresses of the Company's initial members are as follows:

|Member 1                                                                            |  | Member 2                                                                          
|----------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------
|Fusion Business Services, LLC
500 Craig Road, Suite 201
Manalapan, New Jersey 07726 |  | Stratus Services Group, Inc.
500 Craig Road, Suite 201
Manalapan, New Jersey 07726

ARTICLE V  Rights and Duties of Members

5.01Management of the Company.

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5.02.Powers of the Managing Member.The Managing Member shall have the right, power and authority, in the
management of the business and affairs of the Company, to do or cause to be done any and all acts, at the expense of the Company, deemed by the Managing Member to be necessary or appropriate to
effectuate the business, purposes and objectives of the Company. Without limiting the generality of the foregoing, the Managing Member shall have the power and authority to:



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5.03Restrictions on Powers of Members.Unless authorized to do so in accordance with Section 7.08 of
this LLC Agreement, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit to
authorize or make distributions to Members or to render it liable pecuniarily for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized to
act with respect to such matter in accordance with the terms of this LLC Agreement as an agent of the Company in accordance with the previous sentence or under the terms of an agreement previously
approved by the Members specifically granting such Member the unilateral right to act on behalf of the Company. Notwithstanding any other requirement in this Agreement for approval by vote or consent
of the Members, the Managing Member is authorized to take any action and make any decision that is clearly routine and incidental to the day-to-day conduct of the Company's
business.

5.04Good Faith.The Managing Member shall perform its management duties in good faith, in a manner it
reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. A Member who so performs
the management duties shall have no liability by reason of being or having other Members' Capital Contributions or a profit for the Members from the operations of the Company. No Member shall be
liable to the Company or to any other Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence,
willful misconduct, breach of fiduciary duty or a wrongful taking by the Member.

5.05Indemnity of the Members, Employees and Other Agents.The Company shall indemnify the Members and make
advances for expenses to the maximum extent permitted under the Act and other applicable law. The Company may also indemnify its employees and other agents who are not Members to the fullest extent
permitted by the Act and other applicable law, provided that such indemnification in any given situation is approved by the affirmative vote of Members holding at least a majority of the Voting Units
represented at a validly convened meeting of the Members.

5.06Reimbursements.The Company shall reimburse the Members for all expenses that they reasonably incur and pay
in the organization of the Company and otherwise as authorized by the Company in the conduct of the Company's business. Such expenses shall not include any expenses incurred in connection with a
Member's exercise of its rights as a Member apart from the authorized conduct of the Company's business. Such reimbursements will be treated as expenses of the Company and shall not be deemed to
constitute distributions to any Member of profit, loss or capital of the Company.

ARTICLE VI        Additional Rights and Obligations of Members

6.01Limitation of Liability.Each Member's Liability shall be limited to the maximum extent permitted under
this LLC Agreement, the Act and other applicable law.

6.02Company Debt Liability.A Member will not be personally liable for any debts or losses of the Company
beyond its respective Capital Contributions and any obligation of the Member under Section 8.01 or 8.02 to make Capital Contributions, except as provided in Section 6.06 herein or as
otherwise required by law.

6.03List of Members.Upon written request of any Member, the Company shall provide a list showing the names,
addresses, Economic Interests and Voting Unit ownership of all Members.

6.04Company Books.In accordance with Section 9.09 herein, the Company shall maintain and preserve, all
accounts, books, and other relevant Company documents. Upon reasonable request, each

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Member
shall have the right, during ordinary business hours, to inspect and copy such Company documents at the requesting Member's expense.

6.05Priority and Return of Capital.Except as may be expressly provided in Articles VIII or IX, no Member or
Economic Interest Owner shall have priority over any other Member or Economic Interest Owner, either as to the return of Capital Contributions or as to Profits, Losses or distributions; provided that
this Section shall not apply to Preference Loans (as distinguished from Capital Contributions) which a Member has made to the Company.

6.06Liability of a Member to the Company.



ARTICLE VII        Meetings of Members

7.01Annual Meeting.No annual meeting of the Members is required by this Agreement.

7.02Special Meetings.Special meetings of the Members, for any purpose or purposes, unless otherwise prescribed
by statute, may be called by any Member or Members.

7.03Place of Meetings.The Members may designate any place for any meeting of the Members. If no designation is
made, or if a special meeting is otherwise called, the place of meeting shall be the principal executive office of the Company, in New Jersey.

7.04Notice of Meetings.Except as provided in Section 7.05, notice stating the place, day and hour of
the meeting and the purpose or purposes for which the meeting is called shall be delivered to each Member not less than two business days nor more than twenty days before the date of the meeting. Such
notice may be oral or written and may be communicated in person, by telephone, telegraph, teletype, facsimile or other form of wire or wireless communication, or by mail or private carrier. If mailed
or delivered by private carrier, such notice shall be deemed to be delivered two days after it is deposited in the United States mail, with postage thereon prepaid, or two days after it is deposited
with the private carrier, as appropriate, addressed to the Member at his address as it appears on the books and records of the Company. Oral notice shall be deemed to be delivered when communicated.
If notice is given by telegraph, teletype, facsimile or other form of wire or wireless communication, such notice shall be deemed to be delivered when transmitted. Notwithstanding the foregoing, if
the Member or Members providing a notice hereunder have reason to believe that another Member is
traveling outside of the United States or otherwise is unlikely to receive a notice in sufficient time to arrange to be in attendance, either personally or by means of communications equipment as
provided for in Section 7.12, such notice shall not be effective until actual receipt by the Member.

7.05Meeting of all Members.If all of the Members shall meet at any time and place, either within or outside of
New Jersey and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice.

7.06Record Date.For the purpose of determining which Members are entitled to notice of or to vote at any
meeting of Members or any adjournment thereof, or in order to make a determination of Members for any other purpose, the date on which notice of the meeting is mailed or the date on

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which
the resolution declaring such distribution is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any
meeting of Members has been made as provided in this Section, such determination shall apply to any adjournment thereof.

7.07Quorum.Members holding 51% or more of the outstanding Voting Units, represented in person or by proxy,
shall constitute a quorum. A majority of the Voting Units so represented may adjourn the meeting from time to time for a period not to exceed 60 days without further notice. However, if the
adjournment is for more than 60 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record
entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as
originally noticed. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal during such meeting of that number of Voting
Units whose absence would cause less than a quorum.

7.08Manner of Acting.Upon verification of proper notice having been given and if a quorum is present, the
affirmative vote of Members holding a majority of the Voting Units represented at such meeting shall be the act of the Members, unless the vote of a greater or lesser proportion or number is otherwise
required by the LLC Agreement. Notwithstanding the foregoing, the consent of sixty-six and two-thirds percent (662/3%) of the Voting Units of all of the Members
is necessary to do any of the following:



Unless
otherwise expressly provided herein or required under applicable law, Members who have an interest (economic or otherwise) in the outcome of any particular matter upon which the
Members vote or consent, may vote or consent upon any such matter and their Voting Unit vote or consent, as the case may be, shall be counted in the determination of whether the requisite matter was
approved by the Members.

7.09Corporate Members.With respect to a Member that is a corporation, its Voting Units may be voted either in
person or by proxy, by the Chief Executive Officer of such corporation or any officer appointed by such Chief Executive Officer. A proxy executed by any principal officer of such corporate Member or
assistant thereto shall be conclusive evidence of the signer's authority to act, in the absence of an express notice to the other Members, given in writing, of the designation of some other person by
the corporate Member.

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7.10Proxies.At all meetings of Members a Member may vote in person or by proxy executed in writing by the
Member or by a duly authorized attorney-in-fact. Such proxy shall be filed with the Company before or at the time of the meeting. No proxy shall be valid after eleven months
from the date of its execution, unless otherwise provided in the proxy.

7.11Voting of Voting Units.Upon any matter submitted to a vote or other approval of the Members, each Member
shall be entitled to one vote for each Voting Unit it owns and a fractional vote for each fractional Voting Unit it owns. Economic Interest Owners shall not be entitled to vote.

7.12Conduct of Meetings by or Through the Use of Communications Equipment.



7.13Action by Members Without a Meeting.Action required or permitted to be taken at a meeting of Members may
be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by Members entitled to vote who hold the requisite number of Voting Units
necessary to approve such action, and delivered to the Secretary of the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section is effective when
the Members entitled to vote and holding the requisite number of Voting Units necessary to approve such action have signed the consent, unless the consent specifies a different effective date, which
may be retroactive. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

7.14Waiver of Notice.When any notice is required to be given to any Member, a waiver thereof in writing signed
by the person entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE VIII        Contributions to the Company and Capital Accounts

8.01Member Capital Contributions.



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8.02Additional Contributions.Except as set forth in Section 8.01, no Member shall be required to make
any Capital Contributions. To the extent approved by the Members, from time to time, the Members may be permitted to make additional Capital Contributions if and to the extent they so desire, and if
the Members, in accordance with section 7.08 of this Agreement, determine that such additional Capital Contributions are necessary or appropriate in connection with the conduct of the Company's
business (including without limitation, expansion or diversification). In such event, the Members shall have the option (but not the obligation) to participate in such additional Capital Contributions
on a pro rata basis in accordance with their Percentage Interests.

8.03Capital Accounts.



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8.04Withdrawal or Reduction of Members' Contributions to Capital.



ARTICLE IX        Allocations, Income Tax, Distributions, Elections and Reports

9.01Profits, Losses and Tax Credits.



9.02Special Allocations to Capital Accounts.The special allocations set forth below shall supercede the
allocations of Profits and Losses under section 9.01 hereof.



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9.03Distributions Prior to Dissolution.



9.04Limitation Upon Distributions.No distribution shall be declared and paid unless, after the distribution is
made, the assets of the Company are in excess of all liabilities of the Company, except liabilities to Members on account of their contributions.

9.05Accounting Principles.The profits and losses of the Company shall be determined in accordance with
accounting principles applied on a consistent basis using the method of accounting selected by the Members. It is intended that the Company will elect those accounting methods which provide the
Company with the greatest tax benefits.

9.06Interest On and Return of Capital Contributions.No Member shall be entitled to interest on its Capital
Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein.

9.07Loans to Company.Nothing in this LLC Agreement shall prevent any Member from making unsecured loans to the
Company by agreement with the Company, following approval pursuant to Section 7.08.

9.08Accounting Period.The Company's accounting period shall be its Fiscal Year.

9.09Records, Audits and Reports.The Company shall maintain records and accounts of all operations and
expenditures of the Company. At a minimum the Company shall keep at its principal place of business the following records:



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9.10Returns and Other Elections.The Tax Matters Member shall cause the preparation and timely filing of all
tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. Copies of such
returns, or pertinent information therefrom, shall be furnished to the Members within a reasonable time after the end of the Company's Fiscal Year. The Tax Matters Member shall timely file with all
annual tax returns and other tax forms. All elections permitted to be made by the Company under federal or state laws shall be made by the Tax Matters Member in his sole discretion, provided that the
Tax Matters Member shall make any tax election requested by Members owning a majority of the outstanding Voting Units.

9.11Tax Matters Member.The Tax Matters member shall be Fusion. Generally, the Tax Matters Member shall have,
without limitation, all the authority to act on behalf of the Company as is customarily vested in the "tax matters partner" of a partnership.

ARTICLE X        Representations and Warranties of Stratus Services Group, Inc. ("Stratus")

Stratus represents and warrants to the Company and Fusion that:

10.01Corporate Organization.Stratus is a corporation duly organized, validly existing and in good standing
under the laws of Delaware and is qualified to do business as a foreign corporation in New Jersey. Stratus has the corporate power and authority to own its properties and to carry on its business as
now conducted.

10.02Authorization of Agreement.Stratus has all necessary corporate power to execute and deliver this
Agreement and to consummate the transactions provided for herein. The execution and delivery of this Agreement by Stratus and the performance by it of the obligations to be performed hereunder have
been duly authorized by all necessary and appropriate actions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not conflict
with or result in any breach of, or constitute a default under, the terms or conditions of Stratus' Certificate of Incorporation or By-Laws, or any rule, law, regulation, or other material
agreement or instrument to which Stratus is a party or by which Stratus is bound. This Agreement is a valid and binding obligation of Stratus enforceable in accordance with its terms.

ARTICLE XI        Representations and Warranties of Fusion Business Services, LLC ("Fusion")

Fusion represents and warrants to the Company and Stratus that:

11.01Corporate Organization.Fusion is a limited liability company duly organized, validly existing and in good
standing under the laws of New Jersey and is not required to qualify to do business in any other state and has the corporate power and authority to own its properties and to carry on its business as
now conducted.

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11.02Authorization of Agreement.Fusion has all necessary power to execute and deliver this Agreement and to
consummate the transactions provided for herein. The execution and delivery of this Agreement by Fusion and the performance by it of the obligations to be performed hereunder have been duly authorized
by all necessary and appropriate actions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not conflict with or result in any
breach of, or constitute a default under, the terms or conditions of Fusion's Certificate of Formation or Operating Agreement, or any rule, law, regulation, or other material agreement or instrument
to which Fusion is a party or by which Fusion is bound. This Agreement is a valid and binding obligation of Fusion enforceable in accordance with its terms.

ARTICLE XII        Noncompetition and Confidentiality

12.01Noncompete During Term of Agreement.During the term of the Agreement, so long as each Member retains its
Voting Units or Economic Interest, each Member, for itself and on behalf of its Affiliates, agrees that, except pursuant to the term of this Agreement, and except upon unanimous consent of the Members
hereby, such Member shall not, directly, indirectly, either as a partner, shareholder, owner, agent, consultant or in any other capacity provide to any person or entity, or canvass, contact or solicit
any person or entity for the purpose of providing products or services similar to and competitive with those provided by the Company at any time now or in the future.

12.02Confidentiality.Each Member, for itself and on behalf of its Affiliates, agrees that it shall not
divulge, communicate or use to the detriment of the Company or the other Member or for the benefit of any third parties or persons or misuse in any way any confidential information or trade secrets of
the Company, including pricing information, customer and vendor requirements and capabilities and other technical data.

12.03Specific Performance.The parties acknowledge that, in the event of their violation of the covenants
contained in this Agreement, damages will be difficult to ascertain and the injured party's remedy at law will be inadequate. Accordingly, the parties agree that the injured party shall be entitled to
specific
performance of such covenants and to an injunction to prevent any continuing violation of such covenants. If a court of competent jurisdiction determines that the foregoing covenants specifically set
forth herein are too broad to be capable of enforcement, the court is authorized to modify such covenants as to the scope, time and geographical area as the court deems equitable or consistent with
applicable law.

ARTICLE XIII    Transferability

13.01General.Except as otherwise specifically provided herein, neither a Member nor an Economic Interest Owner
shall have the right to sell, assign, transfer, exchange or otherwise transfer for consideration, (collectively, "sell"), all or any portion of its Membership Interest or Economic Interest.

13.02Right of First Refusal.



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If
all the Remaining Members (or any one or more the Remaining Members) give written notice to the Selling Member of their desire to exercise this right of first refusal, the exercising Remaining
Members shall have the right to designate the time, date and place of closing, provided that the date of closing shall be within sixty (60) days after receipt of written notification from the
Selling Member of the third party offer to purchase.

13.03Additional Member.From the date of the formation of the Company, any Person or Entity approved by
sixty-six and two-thirds percent (662/3%) of the Voting Units owned by the non-transferring Members may become a Member in the Company either by the
Company's issuance of additional Voting Units or as a transferee of a Member's Voting Units or any portion thereof, subject to the terms and conditions of this LLC Agreement. No new Members shall be
entitled to any retroactive allocation of losses, income or expense deductions incurred by the Company. The Tax Matters Member may, at its option, at the time a Member is admitted, close the Company
books (as though the Company's tax year had ended) or make pro rata allocations of loss, income and expense deductions to a new Member for that portion of the Company's tax year in which a Member was
admitted in accordance with the provisions of Section 706(d) of the Code and the Treasury Regulations promulgated thereunder.

13.04Issuance of Additional Voting Units.The Company may issue additional Voting Units in such number, for
such consideration and upon such terms as authorized by the Members holding at least 662/3% of the outstanding Voting Units.

ARTICLE XIV    Dissolution and Termination

14.01Dissolution.



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14.02Winding Up, Liquidation and Distribution of Assets.



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14.03Return of Contribution Nonrecourse to Other Members.Except as provided by law or as expressly provided in
this LLC Agreement, upon dissolution, each Member shall look solely to the assets of the Company for the return of its Capital Contribution. If the Company property remaining after the payment or
discharge of the debts and liabilities of the Company is insufficient to return the cash contribution of one or more Members, such Member or Members shall have no recourse against any other Member.

ARTICLE XV    Purchase Option

15.01Purchase Option.



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15.02Option Price.The purchase price (the "Option Price") payable to the Other Member upon the exercise by the
Exercising Member of the option and the acceptance of the offer to purchase by the Other Member contained in Section 15.01(a) shall not be less than 50% of the trailing 12 months net
profit.

15.03Closing.A closing date (the "Option Closing Date") for the purchase of the other Member's Membership
Interest shall be set not later than 60 days after the date of the Exercise. On the Option Closing Date, the purchasing Member shall pay to the other Member the Option Price, in cash or
immediately available funds, and the selling Member shall assign and transfer to the purchasing Member all rights, title and interest in and to the Membership Interest of the selling Member.

15.04Successors and Assigns.The provisions of this Article XV shall be binding upon and inure to the
benefit of any successors or assigns of Fusion or Stratus. If such a successor or transferee holds only an Economic Interest, then the provisions of this Article XV shall apply with respect to
the sale of such Economic Interest upon receipt of an Exercise Notice, but no successor or assign may exercise the option provided in section 15.01 unless such successor or assign is a Member
pursuant to section 13.03.

ARTICLE XVI    Miscellaneous Provisions

16.01Notices.Any notice, demand, or communication required or permitted to be given by any provision of this
LLC Agreement shall be deemed to have been sufficiently given or served for all purposes if delivered personally to the party or to an executive officer of the party to whom the same is directed or,
if sent by registered or certified mail, postage and charges prepaid, addressed to the Member's and/or Company's address, as appropriate, which is set forth in this LLC Agreement. Except as otherwise
provided herein, any such notice shall be deemed to be given three business days after the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States
mail, addressed and sent as aforesaid.

16.02Books of Account and Records.Proper and complete records and books of account shall be kept or shall be
caused to be kept by the Company in which shall be entered fully and accurately all transactions and other matters relating to the Company's business in such detail and completeness as is customary
and usual for business of the type engaged in by the Company. The books and records shall be at all times be open to the reasonable inspection and examination of the Members, Economic Interest Owners'
or their duly authorized representatives during reasonable business hours.

16.03Application of New Jersey Law.This LLC Agreement, and the application of interpretation hereof, shall be
governed exclusively by its terms and by the laws of New Jersey, and specifically the New Jersey Act.

16.04Waiver of Action for Partition.Each member and Economic Interest Owner irrevocably waives during the term
of the Company any right that it may have to maintain any action for partition with respect to the property of the Company.

16.05Amendments.This LLC Agreement may not be amended except by the unanimous written agreement of all of the
Members.

16.06Execution of Additional Instruments.Each Member hereby agrees to execute such other and further
statements of interest and holdings, designations, powers of attorney and other instruments necessary to comply with any laws, rules or regulations.

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16.07Construction.Whenever the singular number is used in this LLC Agreement and when required by the context,
the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

16.08Headings.The headings in this LLC Agreement are inserted for convenience only and are in no way intended
to describe, interpret, define, or limit the scope, extent or intent of this LLC Agreement or any provision hereof.

16.09Waivers.The failure of any party to seek redress for violation of or to insist upon the strict
performance of any covenant or condition of this LLC Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

16.10Rights and Remedies Cumulative.The rights and remedies provided by this LLC Agreement are cumulative and
the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Such rights and remedies are given in addition to any other rights the parties
may have by law, statute, ordinance or otherwise.

16.11Severability.If any provision of this LLC Agreement or the application thereof to any person or
circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this LLC Agreement and the application thereof shall not be affected and shall be enforceable to the fullest
extent permitted by law. Similarly, any provision of this LLC Agreement which is construed to cause the Company to be taxed as a corporation for federal income tax purposes shall be repealed, limited
or construed in a manner which will allow the Company to qualify as a partnership for federal income tax purposes.

16.12Successors and Assigns.Each and all of the covenants, terms, provisions and agreements herein contained
shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this LLC Agreement, their respective successors and assigns.

16.13Creditors.None of the provisions of this LLC Agreement shall be for the benefit of or enforceable by any
creditors of the Company.

16.14Arbitration of Disputes; Opportunity to Cure Noncompliance.Any controversy or claim arising out of this
Agreement shall be settled by a three member arbitration panel in accordance with the commercial arbitration rules of the American Arbitration Association in such location as is chosen by the party
against whom such claim is asserted. Any judgment rendered pursuant to such arbitration may be entered in any court of competent jurisdiction. Expenses of such arbitration shall be borne in the manner
determined by the arbitrator. Prior to asserting any rights arising from noncompliance with this LLC Agreement, a Member must first give the Company and the other Members written notice specifying the
noncompliance and a 30-day opportunity to cure such noncompliance; provided that such cure period shall not prevent any action necessary to preserve the existence of tax status of the
Company.

16.15Counterparts.This LLC Agreement may be executed in counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same instrument.

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CERTIFICATION

The undersigned hereby agree, acknowledge and certify that the foregoing LLC Agreement constitutes the LLC Agreement of Stratus Technology Services, LLC, adopted
by the Members of the Company effective as of December 18, 2002

| |  | MEMBERS:                     
| |  | -----------------------------
| |  | STRATUS SERVICES GROUP, INC. 
| |  | By:                          
| |  | FUSION BUSINESS SERVICES, LLC
| |  | By:                          

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EXHIBIT A-1
Fusion Contributed Assets

$500.00

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EXHIBIT A-2
Stratus Contributed Assets

$500.00

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EXHIBIT B
Voting Units

Stratus

50 UnitsFusion

50 Units100 Units


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