STRATUS SERVICES GROUP INC Contracts & Agreements

Second Amendment Dated as of January 17, 2008 to Warrant Agreement between Stratus Services Group, Inc. and American Stock Transfer & Trust Company Dated as of July 14, 2004 (Filed With SEC on February 14, 2008)

OPERATING AGREEMENT OF TRANSWORLD ASSETS, LLC A LIMITED LIABILITY COMPANY ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE Effective as of July 15, 2007 TABLE OF CONTENTS (Filed With SEC on August 13, 2007)

ASSET PURCHASE AGREEMENT (Filed With SEC on August 6, 2007)

PROMISSORY NOTE (Filed With SEC on August 6, 2007)

GUARANTY (Filed With SEC on August 6, 2007)

PIGGYBACK REGISTRATION RIGHTS AGREEMENT (Filed With SEC on August 6, 2007)

First Amendment Dated as of January 14, 2007 to Warrant Agreement between Stratus Services Group, Inc. and American Stock Transfer & Trust Company Dated as of July 14, 2004 (Filed With SEC on February 14, 2007)

Membership Interest Purchase Agreement (Filed With SEC on February 14, 2007)

EXHIBIT 10.68 SETTLEMENT AGREEMENT (Filed With SEC on December 7, 2006)

EXHIBIT 10.61 STRATUS NON-COMPETE/NON-SOLICITATION AGREEMENT (Filed With SEC on February 3, 2006)

EXHIBIT 10.62 STRATUS NON-COMPETE/NON-SOLICITATION AGREEMENT (Filed With SEC on February 3, 2006)

EXHIBIT 10.63 NON-COMPETE/NON-SOLICITATION AGREEMENT (Filed With SEC on February 3, 2006)

EXHIBIT 10.64 NON-COMPETE AND NON-SOLICITATION AGREEMENT (Filed With SEC on February 3, 2006)

EXHIBIT 10.65 STRATUS NON-COMPETE/NON-SOLICITATION AGREEMENT (Filed With SEC on February 3, 2006)

EXHIBIT 10.66 Tri-State NON-COMPETE/NON-SOLICITATION AGREEMENT (Filed With SEC on February 3, 2006)

Exhibit 10.67 AGREEMENT TO EXCHANGE SERIES I PREFERRED STOCK FOR SECURED CONVERTIBLE NOTE (Filed With SEC on February 3, 2006)

ASSET PURCHASE AGREEMENT (Filed With SEC on December 23, 2005)

EXHIBIT 10.59 November 23, 2005 (Filed With SEC on November 30, 2005)

EXHIBIT 10.60 CAPITAL TEMPFUNDS a division of CAPITAL FACTORS LLC, One Brixam Green, 15800 John J. Delaney Drive, Suite 300, Charlotte, North Carolina 28277 November 23, 2005 (Filed With SEC on November 30, 2005)

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 (Filed With SEC on November 18, 2005)

EXHIBIT 10.54 November 3, 2005 (Filed With SEC on November 7, 2005)

EXHIBIT 10.55 CAPITAL TEMPFUNDS a division of CAPITAL FACTORS LLC, One Brixam Green, 15800 John J. Delaney Drive, Suite 300, Charlotte, North Carolina 28277 November 3, 2005 (Filed With SEC on November 7, 2005)

EXHIBIT 10.56 November 2, 2005 (Filed With SEC on November 7, 2005)

EXHIBIT 2.14 ASSET PURCHASE AGREEMENT (Filed With SEC on October 25, 2005)

EXHIBIT 10.51 October 20, 2005 (Filed With SEC on October 25, 2005)

EXHIBIT 10.52 CAPITAL TEMPFUNDS a division of CAPITAL FACTORS LLC, One Brixam Green, 15800 John J. Delaney Drive, Suite 300, Charlotte, North Carolina 28277 October 20 2005 (Filed With SEC on October 25, 2005)

EXHIBIT 10.53 STRATUS NON-COMPETE/NON-SOLICITATION AGREEMENT (Filed With SEC on October 25, 2005)

EXHIBIT 10.49 (Filed With SEC on October 18, 2005)

EXHIBIT 10.50 CAPITAL TEMPFUNDS a division of CAPITAL FACTORS LLC, One Brixam Green, 15800 John J. Delaney Drive, Suite 300, Charlotte, North Carolina 28277 October 12, 2005 (Filed With SEC on October 18, 2005)

EXHIBIT 10.47 (Filed With SEC on October 7, 2005)

EXHIBIT 10.48 CAPITAL TEMPFUNDS a division of CAPITAL FACTORS LLC, One Brixam Green, 15800 John J. Delaney Drive, Suite 300, Charlotte, North Carolina 28277 (Filed With SEC on October 7, 2005)

EXHIBIT 10.45 (Filed With SEC on October 4, 2005)

CAPITAL TEMPFUNDS a division of CAPITAL FACTORS LLC, One Brixam Green, 15800 John J. Delaney Drive, Suite 300, Charlotte, North Carolina 28277 September 29, 2005 (Filed With SEC on October 4, 2005)

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 (Filed With SEC on October 4, 2005)

EXHIBIT 10.43 (Filed With SEC on September 21, 2005)

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 (Filed With SEC on September 21, 2005)

EXHIBIT 10.41 (Filed With SEC on September 14, 2005)

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 (Filed With SEC on September 14, 2005)

EXHIBIT 10.40 CAPITAL TEMPFUNDS a division of CAPITAL FACTORS LLC, One Brixam Green, 15800 John J. Delaney Drive, Suite 300, Charlotte, North Carolina 28277 September 1, 2005 (Filed With SEC on September 8, 2005)

AMENDED AND RESTATED FORBEARANCE AGREEMENT (Filed With SEC on August 17, 2005)

Re:Stratus Services Group, Inc. (Stratus or Company); Letter of Intent (Filed With SEC on August 17, 2005)

ASSET PURCHASE AGREEMENT (Filed With SEC on June 15, 2005)

SECOND ADDENDUM TO OUTSOURCING AGREEMENT (Filed With SEC on June 15, 2005)

EXHIBIT C-1 STRATUS NON-COMPETE/NON-SOLICITATION AGREEMENT (Filed With SEC on June 15, 2005)

EXHIBIT C-2 ALS NON-COMPETE/NON-SOLICITATION AGREEMENT (Filed With SEC on June 15, 2005)

EXHIBIT A (Filed With SEC on May 16, 2005)

FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND AMENDMENT TO FORBEARANCE AGREMENT (Filed With SEC on May 16, 2005)

EXECUTIVE EMPLOYMENT AGREEMENT (Filed With SEC on May 16, 2005)

PAYMENT PLAN AGREEMENT (Filed With SEC on February 14, 2005)

Certain confidential information has been omitted from this Exhibit 10.28 pursuant to a confidential treatment request filed separately with the Securities and Exchange... (Filed With SEC on February 14, 2005)

FORBEARANCE AGREEMENT (Filed With SEC on January 21, 2005)

Maximum of 10,000,000 Units Minimum of 1,000,000 Units STRATUS SERVICES GROUP, INC. UNDERWRITING AGREEMENT (Filed With SEC on May 11, 2004)

Maximumof 10,000,000 Units Minimumof 1,000,000 Units STRATUSSERVICES GROUP, INC. UNDERWRITINGAGREEMENT April ___, 2004 (Filed With SEC on March 30, 2004)

WARRANT AGREEMENT between Stratus Services Group, Inc. and American Stock Transfer & Trust Company Dated as of ,2004 WARRANT AGREEMENT (Filed With SEC on March 30, 2004)

Re: StratusServices Group, Inc.; Series A Transaction (Filed With SEC on March 30, 2004)

Re: SeriesE Registration Penalties; Stratus Services Group, Inc. (Stratus) (Filed With SEC on February 17, 2004)

ASSET PURCHASE AGREEMENT (Filed With SEC on September 25, 2003)

STRATUSNON-COMPETE/NON-SOLICITATION AGREEMENT (Filed With SEC on September 25, 2003)

OMAHENNON-COMPETE/NON-SOLICITATION AGREEMENT (Filed With SEC on September 25, 2003)

DENINONON-COMPETE/NON-SOLICITATION AGREEMENT (Filed With SEC on September 25, 2003)

CASENON-COMPETE/NON-SOLICITATION AGREEMENT (Filed With SEC on September 25, 2003)

SECURITIESPURCHASE AGREEMENT (Filed With SEC on August 13, 2003)

Re: SeriesE Registration Penalties; Stratus Services Group, Inc. (Stratus) (Filed With SEC on August 13, 2003)

Re: StratusServices Group, Inc.; Series A Transaction (Filed With SEC on August 13, 2003)

AGREEMENT TO EXCHANGE (Filed With SEC on August 13, 2003)

[STRATUS SERVICES GROUP,INC. LOGO] INCORPORATED UNDER THELAWS OF THE STATE OF DELAWARE STRATUS SERVICES GROUP,INC. 50,000 SHARES SERIES EPREFERRED STOCK, PAR VALUE $0.01 (Filed With SEC on August 14, 2002)

[STRATUS SERVICES GROUP,INC. LOGO] INCORPORATED UNDERTHE LAWS OF THE STATE OF DELAWARE STRATUS SERVICES GROUP,INC. 20,000 SHARESSERIES F PREFERRED STOCK, PAR VALUE $0.01 (Filed With SEC on August 14, 2002)

AGREEMENT TO EXCHANGE SERIES B PREFERREDSHARES FOR SERIES E PREFERRED SHARES (Filed With SEC on August 14, 2002)

AGREEMENT TO EXCHANGE SERIES B PREFERRED SHARES FOR SERIES E PREFERRED SHARES (Filed With SEC on August 14, 2002)

SECURITIESPURCHASE AGREEMENT (Filed With SEC on August 14, 2002)

MODIFICATIONOF FORBEARANCE AGREEMENT (Filed With SEC on August 14, 2002)

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STRATUS SERVICES GROUP INC Contracts & Agreements