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Exhibit 10.3.5    
    


 
 

FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT    
    


        THIS FOURTH AMENDMENT to the Loan and. Security Agreement, dated as of August 1, 2003, is entered into by
and between CAPITAL TEMPFUNDS, INC., a North Carolina corporation (herein called "TEMPFUNDS") and STRATUS SERVICES GROUP, INC., a Delaware corporation (herein called "BORROWER"). 


 
 

RECITALS:    
    


	a)
	TEMPFUNDS
and BORROWER are parties to a Loan and Security Agreement dated December 8, 2000, as amended by that certain First Amendment to Loan and Security Agreement dated
June 12, 2001, and as further amended by that certain Second Amendment to Loan and Security Agreement dated as of December 8, 2002, and as further amended by that certain Second
Amendment to Loan and Security Agreement dated. as of April 10, 2003 (hereinafter referred to as the "Agreement").



	b)
	BORROWER
and TEMPFUNDS have agreed to certain modifications of the Agreement as a result of the ongoing business relationship between the parties. 


 
 

AGREEMENT    
    



        IN CONSIDERATION of the above recitals and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows: 


        1.     The
above recitals are true and correct and are incorporated herein by this reference. 


        2.     Each
of the terms defined in the Agreement unless otherwise defined herein, shall have the same meaning when used herein. 



        3.     Item
5 of Schedule 1 is hereby deleted and replaced with the following: 



        "5.   "Lock
Box" as referred to in Section 1.23 means: 




Operations
Center

Post Office Box 601005

Charlotte, NC 28260-1005 



and





P.O. Box
79373

City of Industry, CA 91716-9373 



And





P.O. Box
15052

Newark, NJ 07192" 






        4.     Upon
the effectiveness of this Amendment, each reference in the Agreement to the "Agreement", "hereunder"", "herein", "hereof", or words of like import referring to the
Agreement shall mean and be a reference to the Agreement as amended by this Amendment. 


        5.     This
Amendment shall be deemed to be a contract under and subject to and shall be construed for all purposes and in accordance with the laws of the State of North
Carolina. 


        6.     This
Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same
instrument, 


        7.     Except
as above amended, the Agreement shall continue in full force and effect, and is binding upon the Borrower without any setoffs, defenses or counterclaims of any
kind whatsoever. 





 



        IN WITNESS WHEREOF, the parties have executed and delivered this Amendment, which shall be effective with the date of the Amendment. 



	Witnesses:	 	STRATUS SERVICES GROUP, INC
	
	 	 	 	 	 	 
	/s/  GAIL JACKSON      	 	By:	 	/s/  JOSEPH J. RAYMOND      
 Joseph J. Raymond, President
	

/s/  MICHAEL MALTZMAN      	
 	

 	
 	

 
	

STATE OF	
 	

New Jersey
	
 	

 	
 	

 
	

COUNTY OF	
 	

Monmouth
	
 	

 	
 	

 





        The foregoing instrument acknowledged before me this day of August, 2003, by Joseph J. Raymond, as President of Stratus Services Group, Inc., a Delaware
corporation, on behalf of the corporation. He is personally known to me or has
produced                                        as
identification and did (did not) take an oath. 



	 	 	/s/  LYNNE K. MORRISON      
 (Notary Signature)
	(NOTARY SEAL)	 	 
	 	 	LYNNE K. MORRISON
 (Notary Name Printed)
	 	 	NOTARY PUBLIC, State of New Jersey

No. 2078353

Qualified in Monmouth County

Commission Expires July 28, 2005






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	 	 	 	 	CAPITAL TEMPFUNDS, INC.

a North Carolina corporation
	
	 	 	 	 
	
	 	By:	 	JERRY O'NEIL

	 	 	 	 	 
	
	 	Title:	 	V.P.






STATE OF NORTH CAROLINA 


COUNTY
OF MECKLENBURG 


        The
foregoing instrument was acknowledged before me this 5th day of August, 2003, by Jerry O'Neil, as V.P. of CAPITAL TEMPFUNDS, INC., a North Carolina corporation, on behalf of
the corporation, He is personally known to me and (did not) take an oath. 



	

 	
 	

/s/  M.L. ROTONDI      
 (Notary Signature)
	 	 	 
	 	 	M.L. ROTONDI
 (Notary Name Printed)
	 	 	NOTARY PUBLIC Commission
No.                                        
  
	(NOTARY SEAL)

[GRAPHIC OMMITTED]

"OFFICIAL SEAL"

Notary Public, North Carolina

County of Mecklenburg

M.L. Rotondi

My Commission Expires 4/18/2005

	 	 




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REAFFIRMATION OF FIDELITY GUARANTY    
    


        The undersigned hereby reaffirms his Fidelity Guaranty dated as of December 8, 2000, (the "Guaranty"), consent to the terms of the Fourth Amendment to Loan
and Security Agreement and confirms that the Guaranty is in full force and effect, and is binding upon the undersigned without any setoffs, defenses or counterclaims of any kind whatsoever. 



	 	 	/s/  JOSEPH J. RAYMOND      
 Joseph J. Raymond






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Exhibit 10.3.5


FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

RECITALS

AGREEMENT

REAFFIRMATION OF FIDELITY GUARANTY