Second Amendment To Outsourcing Agreement

SECOND ADDENDUM TO OUTSOURCING AGREEMENT





THIS SECOND ADDENDUM TO A CERTAIN OUTSOURCING AGREEMENT ("AGREEMENT") BETWEEN STRATUS SERVICES GROUP, INC. ("STRATUS") AND ALS, LLC, AND/OR ANY OF THEIR RELATED ENTITIES OR AFFILIATES, ET. AL. (COLLECTIVELY "ADVANTAGE") DATED AUGUST 13, 2004, AS AMENDED BY A CERTAIN TERMINATION OF MANAGEMENT AGREEMENT LETTER, DATED MARCH 29, 2005 (THE "LETTER ADDENDUM") IS HEREBY ENTERED INTO BETWEEN THE PARTIES THIS 8th DAY OF JUNE, 2005.





A. Section 1. TERM OF AGREEMENT shall be amended to add the following:



"If STRATUS is unable to pay ALS in full all monies, including ALS' $600,000 junior participation interest in the Stratus debt with Capital Temp Funds, a division of Capital Factors, LLC, as successor in interest ("Capital"), but other than monies applicable to the current payroll week by the date the AGREEMENT, as amended, expires according to its terms, i.e., August 13, 2006, then Stratus shall have the option to (1) extend the AGREEMENT for an additional one (1) year term, at such billing rates to be mutually agreed upon by the parties or (2) forego the portion remaining of the additional $600,000 contingent purchase price to be paid to Stratus by ALS pursuant to the terms of the Asset Purchase Agreement between the parties dated June 10, 2005 (the "APA")."





B. Section 2. INDEPENDENT CONTRACTOR RELATIONSHIP is clarified and restated in its entirety to read as follows:



"STRATUS is hiring ADVANTAGE as an independent employee management contractor, and nothing herein is intended to nor shall create the relationship of employee, partner, joint venturer or associate, or any other relationship between STRATUS and ADVANTAGE, other than that of principal and independent contractor.



ADVANTAGE is an independent service company. Certain employees assigned to ADVANTAGE will be "Contract" employees ("Contract" Employees are Advantage Employees providing a service to STRATUS) of STRATUS, and the temporary Contract Employees will remain under the technical and business directions of ADVANTAGE at all times."





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C. Section 3. TERMINATION of the Agreement shall be amended to add the following:



"Notwithstanding the foregoing, Stratus shall have the right to terminate this AGREEMENT, upon thirty (30) days written notice to ALS, with no termination fee being due and owing; provid ...