Stratus Services Group Inc Watch

from 8-K 5 pages Guaranty, Dated August 1, 2007, by Stratus Services Group, Inc., a Delaware Corporation, With an Address at 149 Avenue at the Commons, Suite 4, Shrewsbury, New Jersey 07702 (The “Guarantor”), in Favor of Green-Tech Assets, Inc., a Washington Corporation (The "Green-Tech"). Whereas, Green-Tech Has Been Issued a Promissory Note in the Principal Amount of $166,828 by Transworld Assets, LLC, a Delaware Limited Liability Company (“Transworld”); and Whereas, as an Inducement to Make the Loan, the Guarantor Has Agreed to Guaranty All of the Transworld’s Obligations (The “Obligations”) to Green-Tech Under the Note; Now, Therefore, for Valuable Consideration, the Receipt and Sufficiency of Which Is Hereby Acknowledged, the Guarantor Hereby Agrees With Green-Tech as Follows

from 8-K 3 pages 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 18th, 2005

from 10-Q 6 pages Fifth Amendment to Loan and Security Agreement and Amendment to Forbearance Agrement

from 10-K ~5 pages Fourth Amendment to Loan and Security Agreement

from 10-K ~5 pages Second Amendment to Loan and Security Agreement

from 10-K ~5 pages First Amendment to Loan and Security Agreement