0001104659-02-004011 Sample Contracts

AGREEMENT TO EXCHANGE SERIES B PREFERRED SHARES FOR SERIES E PREFERRED SHARES
Agreement to Exchange Series B Preferred Shares for Series E Preferred Shares • August 14th, 2002 • Stratus Services Group Inc • Services-help supply services • New Jersey

THIS AGREEMENT, dated as of July 19, 2002, is entered into by and between STRATUS SERVICES GROUP, INC., a Delaware corporation, with headquarters located at 500 Craig Road, Suite 201, Manalapan, New Jersey 07726 (the “Company”) and Transworld Management Services, Inc. a New York corporation, with offices located at 500 Craig Road, Suite 201, Manalapan, New Jersey 07726 (“Transworld”).

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MODIFICATION OF FORBEARANCE AGREEMENT
Forbearance Agreement • August 14th, 2002 • Stratus Services Group Inc • Services-help supply services • New Jersey

THIS MODIFICATION OF FORBEARANCE AGREEMENT dated as of June 4, 2002 (the “Agreement”) between Stratus Services Group, Inc. (“Stratus”) and Source One Personnel (together with its successors and assigns, hereinafter referred to as “Source One”).

AGREEMENT TO EXCHANGE SERIES B PREFERRED SHARES FOR SERIES E PREFERRED SHARES
Agreement to Exchange Series B Preferred Shares for Series E Preferred Shares • August 14th, 2002 • Stratus Services Group Inc • Services-help supply services • New York

THIS AGREEMENT, dated as of July 19, 2002, is entered into by and between STRATUS SERVICES GROUP, INC., a Delaware corporation, with headquarters located at 500 Craig Road, Suite 201, Manalapan, New Jersey 07726 (the “Company”) and Pinnacle Investment Partners, L.P., a New York limited partnership, with headquarters c/o Delta Asset Management, The Trump Tower, 40 Wall Street, 33rd Floor, New York, New York 10005 (“Pinnacle”).

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