EXHIBIT
10.42
CAPITAL TEMPFUNDS
a division of CAPITAL FACTORS
LLC,
One Brixam Green, 15800 John J.
Delaney Drive, Suite 300,
Charlotte, North Carolina
28277
September 8, 2005
Stratus
Services Group, Inc.
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 and September 1, 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:
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a)
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Clause (a) of
the first sentence Section 3 of the Forbearance Agreement, is
hereby further amended to replace “September 9, 2005”
with “September 16, 2005”;
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b)
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The proviso
relating to the rebate of $50,000 contained at the end of Section 4
of the Forbearance Agreement is deleted; and
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c)
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Clause (f) of
Section 7 of the Forbearance Agreement is hereby amended to replace
“August 31, 2005” with “September 16,
2005”.
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The Borrower hereby represents and warrants to
Capital that, after giving effect to this letter agreement, no
Default or
