EXHIBIT
10.44
CAPITAL TEMPFUNDS
a division of CAPITAL FACTORS
LLC,
One Brixam Green, 15800 John J.
Delaney Drive, Suite 300,
Charlotte, North Carolina
28277
September 15, 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, September 1, 2005 and September 8, 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):
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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 16, 2005”
with “September30, 2005”;
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b)
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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 $37,500 upon the
execution of this letter agreement;
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c)
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Borrower hereby
further authorizes Capital to charge Borrower’s loan account
with a fee in the amount of $2, 892 (a “Special Advance
Fee”) upon the execution of this letter agreement, which
Speci
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