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                                                                  EXHIBIT 10.7.3

             THIS DOCMENT CONSTITUTES PART OF A PROSPECTUS COVERING
        SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
                                      1933
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                               OPTION TO PURCHASE
                                 COMMON STOCK OF
                           STRATUS SERVICES GROUP, INC

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Date of Grant:          __________, 2000

Name:             __________________________

Address:          __________________________


Dear _________,

      As an inducement for you to acquire a financial interest in Stratus
Services Group, Inc. (the "Company"), the Company hereby grants to you the
option (the "Option") to purchase all or any part of an aggregate of ________
shares (the "Shares") of its Common Stock, $.01 par value, pursuant to the
Stratus Services Group, Inc. 2000 Equity Investment Plan (the "Plan") on the
terms and conditions hereinafter set forth. The Option is intended to be an
"incentive stock option" as defined in Section 422 of the Internal Revenue Code
of 1986, as amended.

      1.    PURCHASE PRICE.  The purchase price for the Shares of Common Stock
covered by this Option Agreement is $ ______ per share.

      2.    THE PLAN. The Options granted to and Shares purchased by you
hereunder shall be subject to each and every provision of the Plan, a copy of
which has been delivered to you and is made a part hereof, and you agree to be
bound by the provisions of the Plan. All terms herein contained which are not
defined herein shall have the same meaning given to such terms in the Plan.

      3.    TERM OF OPTION. The term of the Option, which shall not be
exercisable until one year from the date of grant, shall be for a period of ten
(10) years from the date hereof. The Option is subject to earlier termination as
provided herein or in the Plan. The Option may be exercised in whole or in part
at any time and from time to time following the date of grant and prior to the
expiration or termination of the Option.

      4.    VESTING OF OPTION.  The Option shall vest and become exercisable
cumulatively in installments as follows:

            _________, 2001     -     __________ shares

            _________, 2002     -     __________ shares


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            _________, 2003     -     _________ shares

            _________, 2004     -     _________ shares

      Except as otherwise provided in the Plan, no installment of the Option
shall be exercisable prior to the vesting of such installment as provided above.
To the extent that any installment of the Option becomes exercisable, it may
thereafter be exercised either in whole or in part at any time prior to the
expiration of the Option.

      5.    EXERCISE OF OPTION. Subject to the terms and provisions of this
Option Agreement and the Plan, the Option may be exercised by written notice to
the Company at its executive office at 500 Craig Road, Manalapan, New Jersey,
07726, at any time after the one year anniversary of the date of grant and until
its expiration in accordance with the terms of the Plan. Such notice shall state
the election to exercise the Option and the number of Shares in respect of which
it is being exercised. The notice shall be signed by the person exercising the
Option and shall be accompanied by payment in an amount equal to the aggregate
purchase price to be paid for the Shares purchased in cash or by cashier's check
made payable to the Company or such other form of payment as the Compensation
Committee of the Company's Board of Directors considers acceptable.

      6.    REPRESENTATIONS AND ACKNOWLEDGEMENTS OF THE EMPLOYEE. You have
received copies of each of the following documents:

            (i)   The Summary Plan Description of the 2000 Equity Incentive Plan
                  which contains the information required by Part I (Information
                  required in the Section 10(a) Prospectus) of the Company's
                  Registration Statement on Form S-8;

            (ii)  A copy of the Plan; and

            (iii) A copy of the Company's Prospectus dated April 26, 2000.

      7.    NO EMPLOYMENT AGREEMENT. This Agreement shall neither be deemed to
constitute a contract of employment between the Company and you, nor shall it
interfere with the right of the Company to terminate your employment and treat
you without regard to the effect which such treatment might have upon you under
this Plan.

      8.    GOVERNING LAW AND JURISDICTION. This Option Agreement shall be
construed and its respective provisions enforced and administered in accordance
with the laws of the State of New Jersey. All disputes which may arise under
this Option Agreement or the Plan which involve judicial adjudication shall be
resolved in a court of competent jurisdiction of the State of New Jersey or the
United States District Court for the District of New Jersey. You consent and
agree to submit to the personal jurisdiction of the aforesaid courts and to
notify the Company of any change of your address within sixty (60) days of the
date of such change. Furthermore, you consent to service of any papers, notices
or process necessary or proper for any legal action in any manner permitted by
the New Jersey Court Rules as they exist on the date that the Option is granted
or are thereafter amended, including, without limitation, service by registered
mail or certified mail, return receipt requested, or, in the event you refuse to
accept or claim registered or certified mail, ordinary mail to your last known
address. In the event that you fail to notify the


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Company of a change of address and service by registered or certified mail as
aforesaid is not accepted or claimed, such failure shall be deemed a refusal to
accept or claim service of process by registered or certified mail. You hereby
acknowledge the sufficiency of service as aforesaid and waive any right that you
may have to challenge in any manner the convenience of the location or the venue
of any legal action brought involving this Option Agreement or the Plan.

      9.    BENEFIT AND SEVERABILITY. The agreements contained herein shall bind
and benefit the successors and assigns of the Company and your executors,
administrators, receiver, trustee in bankruptcy or representative of your
creditors and assigns as herein provided. Except as otherwise provided herein or
in the Plan, if any term, covenant, condition or provision of this Option
Agreement or of the Plan or the application thereof to any person or
circumstance shall, at any time or to any extent, be invalid or unenforceable,
the remainder of this Option Agreement or the Plan or the application of such
term or provision to persons of circumstances other than those as to which it is
held invalid or unenforceable, shall not be affected thereby, and each term,
covenant, condition and provision of this Option Agreement or of the Plan shall
be valid and be enforced to the fullest extent permitted by law.

      10.   ACCEPTANCE. This Option Agreement has been mailed to you by
certified mail, return receipt requested, or hand delivered and will remain open
for acceptance, in whole or in part, until the close of business on the 30th day
following the date of receipt. Acceptance within the prescribed time period can
only be effected by delivery of a copy of this Option Agreement executed by you
to the Compensation Committee c/o Mr. J. Todd Raymond, Esq., General Counsel,
500 Craig Road, Manalapan, New Jersey, 07726, of the Company, by no later than
the close of business on the 30th day following receipt hereof.

                                      Very truly yours,

                                      STRATUS SERVICES GROUP, INC.



                                    By:_________________________________
                                       Joseph J. Raymond
                                       President & CEO

By the execution hereof,
I hereby agree to comply
with and be bound by the terms
and provisions hereinabove set forth.


_____________________________________
EMPLOYEE




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