Exhibit 10.57


    


    


    November
      17, 2005

    


    Michael
      A. Maltzman, CFO

    Stratus
      Services Group, Inc.

    500
      Craig
      Road, Suite 201

    Manalapan,
      New Jersey 07726

    


    Re: Continued
      forbearance regarding default under outsourcing agreement

    dated
      August 13, 2004, by and between ALS, LLC and Stratus Services

    Group,
      Inc., as amended (the “Agreement”)     

    


    Dear
      Mr.
      Maltzman:

    


    As
      you
      know, this law firm represents ALS, LLC (“Advantage”) in connection with the
      Agreement and Advantage’s business relationships with Stratus Services Group,
      Inc. (“Stratus”). Capital TempFunds (“CTF”) is Stratus’ secured lender under the
      terms and conditions of a loan and security agreement dated as of December
      8,
      2000 as amended and modified (the “Secured Loan”). By letters dated July 29,
      2005 and August 5, 2005, Advantage has provided Stratus with written notices
      of
      its defaults and material breaches of payment obligations due under the
      Agreement. Stratus has failed to cure the material breaches of payment
      obligations within two business days of notice and therefore, pursuant to
      paragraph 3 of the Agreement, Advantage currently has the right to terminate
      the
      Agreement. Additionally, as a result of the defaults, Stratus owes to Advantage
      $1,000.00 per day of payment obligation breach or 24% annual interest on the
      outstanding amount, compounded daily, or a maximum allowed by law, whichever
      is
      higher. We understand that CTF has declared defaults under the Secured Loan,
      but
      has entered into a forbearance agreement with Stratus through at least November
      23, 2005.

     

    This
      letter sets forth the terms by which the parties agree to a forbearance of
      enforcement of existing defaults that have been declared by Advantage as to
      the
      Agreement and CTF as to the Secured Loan. Due to the time urgency in getting
      this letter agreement prepared and executed, the parties agree to enter a more
      formal agreement if reasonably necessary.

     

    Advantage
      will forbear from enforcing current defaults under the Agreement, unless a
      default occurs hereunder, on the following terms and conditions:

     

    
      	1.  	
              On
                Stratus’ direction which is given hereby, CTF shall wire transfer to
                Advantage by 6 pm Eastern on November 17, 2005 the sum of $
                2,405,587.15 of the $2,705,587.15
                presently owed by Stratus to Advantage pursuant to the terms of the
                Agreement (which excludes the $600,000 subordinated receivable, which
                will
                remain due and owing). The remaining $300,000 shall be paid by wire
                transfer no later than November 23,
                2005.

            


    

     

    
      	2.  	
              Conditioned
                upon timely receipt of the payments required in paragraph 1 above,
                and as
                long as payments continue to be timely made in accordance with paragraph
                4
                below and Stratus is not in payment default hereunder, Advantage
                will
                release and fund the payroll associated with the Agreement on November
                18,
                2005.

            


    

     

    
      	3.  	
              Provided
                that Stratus complies with all the terms of this forbearance agreement,
                Advantage will continue to perform under the Agreement through November
                23, 2005.

            


    

     

    
      	4.  	
              Advantage
                shall invoice to Stratus as to each payroll paid under paragraph
                2 above
                consistent with the Agreement except that such invoices shall have
                two
                components: (a) invoices week totaling the amount of $1,100,000 shall
                be
                due and payable on or before November 23, 2005 (the “Deferred Amount”);
                and (b) the remaining amount due under the invoices after deducting
                $1,100,000 shall be due and payable immediately (the “Immediately Due
                Amounts”).

            


    

     

    
      	5.  	
              Stratus
                shall repay the Immediately Due Amount by directing CTF, on a daily
                basis
                starting Friday, November 18, 2005, to advance and wire transfer
                to
                Advantage from available funds under the Secured Loan. Stratus shall
                provide Advantage with an exact copy of the loan status provided
                by
                CTF.

            


    

     

    
      	6.  	
              Stratus
                shall be in default hereunder unless: (i) the Immediately Due Amount
                is
                paid in full by November 23, 2005; and (ii) the Deferred Amount is
                paid in
                full by November 23, 2005.

            


    

     

    
      	7.  	
              Stratus
                confirms that Advantage is entitled to a $50,000 Forbearance Fee
                through
                August 25, 2005, as previously memorialized in the August 12, 2005
                letter
                agreement between Stratus and Advantage. Thereafter, as set forth
                in the
                preamble to this letter above, Stratus confirms that Advantage is
                entitled
                to $1,000 per day of payment obligation breach or 24% annual interest
                on
                the outstanding amount, compounded daily, or a maximum obligation
                allowed
                by law, whichever is higher. Amounts for fees and/or interest due
                from
                Stratus to Advantage are in addition to the balance due listed
                above.

            


    

     

    
      	8.  	
              Any
                further default under the Agreement or the Secured Loan shall be
                a default
                hereunder, unless specifically stated otherwise herein. A default
                hereunder or under the Agreement shall entitle Advantage to immediately
                terminate the Agreement and immediately seek all available remedies.
                For
                the term hereof, CTF agrees to give Advantage and Stratus immediate
                and
                simultaneous notice of any default by Stratus hereunder of under
                the
                Secured Loan. For the term hereof, Advantage agrees to give CTF and
                Stratus immediate and simultaneous notice of any default by Stratus
                hereunder or under the Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	9.  	
              CTF
                shall forbear from exercising its rights under the Secured Loan during
                the
                forbearance period pursuant to the separate forbearance agreement,
                an
                executed copy of which will be immediately provided to Advantage.
                Stratus
                shall provide Advantage with copies of the executed forbearance agreement
                with CTF. Advantage’s obligation to forbear hereunder shall cease if CTF
                ceases to forbear under its forbearance agreement and Advantage’s right to
                cease forbearing hereunder shall constitute Advantage’s sole remedy
                against CTF.

            


    

     

                    HILL,
      WARD &
      HENDERSON, P.A.

    


                    s/

    


                    Michael
      P.
      Brundage

    


    


    


    
      	
              ALS,
                LLC

            	
              STRATUS
                SERVICES GROUP, INC.

            
	
               

              By: /s/
                Jay Wolin

            	
               

              By: /s/
                Michael A. Maltzman

            
	
              Its: CFO

            	
              Its: Executive
                VP & CFO

            
	 	 
	
              Acknowledged
                and consented to by

            	 
	
               

               

              CAPITAL
                TEMPFUNDS a division

              Of
                Capital Factors LLC

            	 
	
               

              By: /s/
                H. Haubner

            	 
	
              Its: Sr.
                Vice President