Exhibit 10.58


    


    Exhibit
      10.58

    


    CAPITAL
      TEMPFUNDS

    a
      division of CAPITAL FACTORS LLC,

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

    Charlotte,
      North Carolina 28277

    


    November
      17, 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, October 19, 2005 and November 3, 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 18, 2005” with “November 23,
              2005”; and

          


    


    	(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/
      H.
      Haubner    

    


    Its: Sr.
      Vice President   

    


    Acknowledged
      and Agreed:

    Stratus
      Service Group, Inc.

    


    


    By: /s/
      Michael A. Maltzman  

    


    Its: Executive
      VP & CFO   

    


    


    ______/s/
      Joseph J. Raymond ____________

    Joseph
      J.
      Raymond, Individually