**Exhibit 4.1.10**

** **

**AGREEMENT TO EXCHANGE SERIES B PREFERREDSHARES**

**FOR SERIES E PREFERRED SHARES**

** **

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

 

**WITNESSETH:**

** **

**WHEREAS,** on March11, 2002, the Company entered into a certain Agreement to Cancel SecuredPromissory Note and Pledge Agreement and to Exchange Such Secured PromissoryNote and Certain Debentures for Preferred Shares (the “Note ExchangeAgreement”) and a Securities Purchase Agreement (the “Purchase Agreement”),whereby Pinnacle, in the aggregate, purchased $300,000 and exchanged $400,000of the Secured Note and $456,499 of Debentures for an aggregate of 231,300shares of Series B Preferred Stock; and

 

**WHEREAS**, the Companyhas, on June 18, 2002 redeemed 91,000 shares of such Series B Preferred Stock,leaving a balance of 140,300 shares; and

 

**WHEREAS**, the Companyalso owes Pinnacle certain monies for dividends and penalties due and owing onsuch Preferred Stock in the total amount of $41,790, and Pinnacle wishes to,instead of receiving cash for such accrued dividends and penalties, exchangesame for additional Series E stock; and

 

**WHEREAS**, Pinnacle isdesirous of exchanging the remaining 140,300 shares of Series B PreferredStock, plus $41,790 in accrued dividends and penalties for a Series E preferredstock equity interest in the Company, the terms of such preferred stock (the“Series E Preferred Stock”) being substantially in the form of the Certificateof Designation attached as Exhibit A hereto.

 

**NOW, THEREFORE,** inconsideration for the foregoing, the parties hereto agree as follows:

 

1.                    Pinnacle’s140,300 shares of Series B Preferred Stock in the principal amount of $701,500will be exchanged on July 19, 2002 for 7,015 shares of Series E PreferredStock, $.01 par value per share and

 

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accrued dividends thereonas of June 30, 2002 and penalties and fees due to Pinnacle, all in theaggregate amount of $41,790 be exchanged for 418 shares of Series EPreferred Stock;

 

2.                    IfSeries E Preferred Stock is to be issued in the name of an entity other thanPinnacle, Pinnacle will pay all transfer taxes payable with respectthereto.  No fee will be charged toPinnacle for the exchange except for such transfer taxes, if any.

 

3.                    Asset forth in Items 5c and 5f below, the Series E Preferred Stock cannot beconverted into Common Stock until the Company’s proposal to amend its Amendedand Restated Certificate of Incorporation to increase the number of authorizedshares of Common Stock to 100,000,000 is approved.  In the event that the same is not approved by the stockholderswithin one hundred and twenty (120) days from the date hereof, then the SeriesE Preferred Stock shall become immediately redeemable, in cash.

 

**4.****                   Pinnacle’sRepresentations, Warranties, Etc.; Access To Information; IndependentInvestigation**.  Pinnaclerepresents and warrants to, and covenants and agrees with, the Company asfollows:

 

a.                    Pinnacleis exchanging the Series B Preferred Stock and accrued dividends and penaltiesfor the Series E Preferred Stock for its own account for investment only andnot with a view towards the public sale or distribution thereof and not with aview to or for sale in connection with any distribution thereof.

 

b.                   Pinnacleis (i) an “accredited investor” as that term is defined in Rule 501 of theGeneral Rules and Regulations under the 1933 Act by reason of Rule 501(a)(3),and (ii) experienced in making investments of the kind described in this Agreementand the related documents, (iii) able, by reason of the business and financialexperience of its officers (if an entity) and professional advisors (who arenot affiliated with or compensated in any way by the Company or any of itsaffiliates or selling agents), to protect its own interests in connection withthe transactions described in this Agreement, and the related documents, and(iv) able to afford the entire loss of its investment in the Preferred.

 

c.                    Pinnacleunderstands that the 140,300 shares of Series B Preferred Stock, plus accrueddividends and penalties totaling $41,790 are being exchanged for the Series EPreferred Stock

 

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and the 7,433 shares of Series E PreferredStock are being purchased in reliance on specific exemptions from theregistration requirements of United States federal and state securities lawsand that the Company is relying upon the truth and accuracy of, and Pinnacle’scompliance with, the representations, warranties, agreements, acknowledgementsand understandings of Pinnacle set forth herein in order to determine theavailability of such exemptions and the eligibility of Pinnacle to acquire thePreferred Stock.

 

d.                   Pinnacleand its advisors, if any, have been furnished with all materials relating tothe business, finances and operations of the Company and materials relating tothe exchange of the Series B Preferred Stock and the issuance of Series EPreferred Stock which have been requested by Pinnacle.  Pinnacle and its advisors, if any, have beenafforded the opportunity to ask questions of the Company and have receivedcomplete and satisfactory answers to any such inquiries;

 

e.                    Pinnacleunderstands that no United States federal or state agency or any othergovernment or governmental agency has passed on or made any recommendation orendorsement of the Series E Preferred Shares.

 

f.                      ThisAgreement has been duly and validly authorized, executed and delivered onbehalf of Pinnacle and is a valid and binding agreement of Pinnacle enforceablein accordance with its terms, subject as to enforceability to generalprinciples of equity and to bankruptcy, insolvency, moratorium and othersimilar laws affecting the enforcement of creditors’ rights generally.

 

**5.****             Company Representations,Etc**.  The Companyrepresents and warrants to Pinnacle that:

 

a.                    Concerningthe Common Stock**.**  There are no preemptive rights of anystockholder of the Company, as such, to acquire the Company’s Series EPreferred.

 

b.                   ReportingCompany Status**.**  The Company is a corporation duly organized,validly existing and in good standing under the laws of the State of Delaware,and has the requisite corporate power to own its properties and to carry on itsbusiness as now being conducted.  TheCompany is duly qualified as a foreign corporation to do business and is ingood standing in each jurisdiction where the nature of the business conductedor property owned by it makes such qualification necessary other than thosejurisdictions in which the failure to so qualify would not

 

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have a materialand adverse effect on the business, operations, properties, prospects orcondition (financial or otherwise) of the Company.  The Company has registered its Common Stock pursuant toSection 12 of the Securities Exchange Act of 1934, as amended (the “1934 Act”),and the Common Stock is listed and traded on the OTC Bulletin Board Market.

 

c.                    AuthorizedShares**.**  Upon the Company obtaining stockholderapproval to increase its authorized shares of Common Stock to 100,000,000, theshares of Common Stock issuable upon conversion of the Series E Preferred Stockwill be duly authorized and, when issued to Pinnacle, will be duly and validlyissued, fully paid and non-assessable and will not subject the holder thereofto personal liability by reason of being such holder.

 

d.                   ConversionAgreement**.**  This Agreement and the transactionscontemplated hereby, have been duly and validly authorized by the Company.  This Agreement has been duly executed anddelivered by the Company and is a valid and binding agreement of the Companyenforceable in accordance with its terms, subject as to enforceability togeneral principles of equity and to bankruptcy, insolvency, moratorium, andother similar laws affecting the enforcement of creditors’ rights generally.

 

e.                    Non-contravention**.** The execution and delivery of this Agreement by the Company, theissuance of the Series E Preferred Stock, and the consummation by the Companyof the other transactions contemplated by this Agreement do not and will notconflict with or result in a breach by the Company of any of the terms orprovisions of, or constitute a default under (i) the articles of incorporationor by-laws of the Company, (ii) any indenture, mortgage, deed of trust, orother material agreement or instrument to which the Company is a party or bywhich it or any of its properties or assets are bound, (iii) to its knowledge,any existing applicable law, rule, or regulation or any applicable decree, judgment,or (iv) to its knowledge, order of any court, United States federal or stateregulatory body, administrative agency, or other governmental body havingjurisdiction over the Company or any of its properties or assets, except suchconflict, breach or default which would not have a material adverse effect onthe transactions contemplated herein. The Company is not in violation of anymaterial laws,

 

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governmentalorders, rules, regula­tions or ordinances to which its  property, real, personal, mixed, tangible orintangible,  or its businesses relatedto such properties, are subject.

 

f.                      Approvals**.** No authorization, approval or consent of any court, governmental body,regulatory agency, self-regulatory organization, or stock exchange or market isrequired to be obtained by the Company for the issuance and sale of the SeriesE Preferred Stock to Pinnacle as contemplated by this Agreement, except suchauthorizations, approvals and consents that have been obtained, and except forthe stockholder approval needed to increase the Company’s authorized shares ofCommon Stock to 100,000,000 to insure that there are sufficient shares ofCommon Stock underlying the Series E Preferred Stock upon conversion.

 

g.                   SECDocuments, Financial Statements**.**  The Common Stock of the Company isregistered pursuant to Section 12(g) of the 1934 Act and the Company has filedall reports, schedules, forms, statements and other documents required to befiled by it with the SEC pursuant to the reporting requirements of the ExchangeAct, including material filed pursuant to Section 13(a) or 15(d), in additionto one or more registration statements and amendments thereto heretofore filedby the Company with the SEC under the Act (all of the foregoing includingfilings incorporated by reference therein being referred to herein as the “SECDocuments”).  The Company, through itsagent, has delivered to Pinnacle true and complete copies of the SEC Documents(except for exhibits and incorporated documents).  The Company has not provided to Pinnacle any information which,according to applicable law, rule or regulation, should have been disclosedpublicly by the Company but which has not been so disclosed, other than withrespect to the transactions contemplated by this Agreement.

 

As of their respective dates, the SEC Documents complied in allmaterial respects with the requirements of the Act or the Exchange Act as thecase may be and the rules and regulations of the SEC promulgated thereunder andother federal, state and local laws, rules and regulations applicable to suchSEC Documents, and none of the SEC Documents contained any untrue statement ofa material fact or omitted to state a material fact required to be statedtherein or necessary in order to make the statements therein, in light of thecircumstances under which

 

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they weremade, not misleading.  The financialstatements of the Company included in the SEC Documents comply as to form in allmaterial respects with applicable accounting requirements and the publishedrules and regulations of the SEC or other applicable rules and regulations withrespect thereto.  Such financialstatements have been prepared in accordance with generally accepted accountingprinciples applied on a consistent basis during the periods involved (except(i) as may be otherwise indicated in such financial statements or the notesthereto or (ii) in the case of unaudited interim statements, to the extent theymay not include footnotes or may be condensed or summary statements) and fairlypresent in all material respects the financial position of the Company as ofthe dates thereof and the results of operations and cash flows for the periodsthen ended (subject, in the case of unaudited statements, to normal year-endaudit adjustments).

 

h.                   Absenceof Certain Changes**.**  Since March 31, 2002, there has been nomaterial adverse change and no material adverse development in the business,properties, operations, financial condition, or results of operations of theCompany.

 

i.                       FullDisclosure**.**  There is no fact known to the Company (otherthan general economic conditions known to the public generally) or as disclosedin the documents referred to in Section 2(g), that has not been disclosed inwriting to Pinnacle that (i) would reasonably be expected to have a materialadverse effect on the business or financial condition of the Company or (ii)would reasonably be expected to materially and adversely affect the ability ofthe Company to perform its obligations pursuant to this Agreement.

 

**6.****             Certain CovenantsAnd Acknowledgments.**

 

a.                    Filings.  The Company undertakes and agrees to makeall necessary filings in connection with the exchange of the Series E PreferredStock to Pinnacle under any United States laws and regulations, or by anydomestic securities exchange or trading market, and to provide a copy thereofto Pinnacle promptly after such filing.

 

b.                   ReportingStatus.  So long as Pinnaclebeneficially owns any of the Series E Preferred Stock, the Company shall fileall reports required to be filed with the SEC pursuant to Section 13 or 15(d)

 

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of the 1934Act,  and the Company shall notterminate its status as an issuer required to file reports under the 1934 Acteven if the 1934 Act or the rules and regulations thereunder would permit suchtermination.**      **

** **

**7.****             Covenant toRegister**.

 

a.       For purposes of this Section, thefollowing definitions shall apply:

 

i.      The terms “register”, “registered”and “registration” refer to a registration under the 1933 Act, effected bypreparing and filing a registration statement or similar document in compliancewith the 1933 Act, and the declaration or ordering of effectiveness of suchregistration statement, document or amendment thereto.

 

ii.     The term “RegistrableSecurities” means the Series E Preferred Stock, and any securities of theCompany or securities of any successor corporation issued as or issuable uponthe conversion or exercise of any warrant, right or other security that isissued as a dividend or other distribution with respect to, or in exchange for,or in replacement of, the Series E Preferred Stock.

 

iii.    The term “holder ofRegistrable Securities” means Pinnacle and any permitted assignee ofregistration rights pursuant to Section 7(g).

 

b.       i.                  The Companyshall use its best efforts to prepare and file a registration statement on FormS-1 within sixty (60) days of the date hereof and cause such registrationstatement to become effective as soon as possible, but no later than onehundred and twenty (120) days from the date of this Agreement.

 

ii.     The Company may suspend,on no more than two (2) occasions per twelve-month period, the effectiveness ofany registration effected pursuant to this Subsection (b) in the event and forsuch period of time as, such a suspension is required by the rules andregulations of the Securities and Exchange Commission (“SEC”).  The Company will use its best efforts to causesuch suspension to terminate at the earliest possible date.

 

iii.    If a registrationstatement covering all Registrable Securities is not effective by one hundredand twenty (120) days after the date of this Agreement (the “Target Date”), the

 

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Company shall pay Pinnacle as liquidated damages an amount equal tofifteen percent (15%) of the total Purchase price of the Series E PreferredStock.  Thereafter, the Company will payadditional penalty payments of fifteen percent (15%) of the purchase price ofthe Series E Preferred Stock for every successive one hundred and twenty (120)day period that a registration statement has still not been declaredeffective.  Each such payment shall bemade to Pinnacle by cashier’s check or wire transfer in immediately availablefunds to such account as shall be designated in writing by Pinnacle.

 

c.       Whenever required under this Section 7 toeffect the registration of any Registrable Securities, the Company shall, asexpeditiously as reasonably possible:

 

i.      Prepare and file with theSEC a registration statement or amendment thereto with respect to suchRegistrable Securities and use its best efforts to cause such registration tobecome effective as provided in Section 7(b)(i) hereof, and keep suchregistration statement effective for so long as any holder of RegistrableSecurities desires to dispose of the securities covered by such registrationstatement; provided, however, that in no event shall the Company be required tokeep the registration statement effective for a period greater than three (3)years from the closing date;

 

ii.     Prepare and file with theSEC such amendments and supplements to such registration statement and theprospectus used in connection with such registration statement as may benecessary to comply with the provisions of the 1933 Act with respect to thedisposition of all securities covered by such registration statement and notifythe holders of the filing and effectiveness of such Registration statement andany amendments or supplements;

 

iii.     Furnish to Pinnacle such numbers ofcopies of a current prospectus, including preliminary prospectus, conformingwith the requirements of the 1933 Act, copies of the registration statement anyamendment or supplement to any thereof and any documents incorporated byreference therein, and such other documents as Pinnacle may reasonably requirein order to facilitate the disposition of the shares of Common Stock issuable

 

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under the Series EPreferred Stock;

 

iv.     Use its best efforts to register andqualify the securities covered by such registration statement under such othersecurities or “Blue Sky” laws of such jurisdictions as shall be reasonablyrequested by Pinnacle;

 

v.      Notify Pinnacle immediately of the happeningof any event as a result of which the prospectus included in such registrationstatement, as then in effect, includes an untrue statement of material fact oromits to state a material fact required to be stated therein or necessary tomake the statements therein not misleading in light of the circumstances thenexisting, and use its best efforts to promptly update and/or correct suchprospectus.

 

d.       Uponrequest of the Company, Pinnacle will furnish to the Company in connection withany registration under this Section such information regarding itself, thesecurities of the Company held by it, and the intended method of disposition ofsuch securities as shall be reasonably required to affect the registration ofthe****securities held by Pinnacle.

 

e.                                                       i.      To the fullest extent permitted by law,the Company shall indemnify, defend and hold harmless Pinnacle and each holderof Registrable Securities which are included in a registration statement andeach of its officers, directors, employees, agents, partners or controllingpersons (within the meaning of the 1933 Act) (each, an “indemnified party”)from and against, and shall reimburse such indemnified party with respect to,any and all claims, suits, demands, causes of action, losses, damages,liabilities, costs or expenses (“Liabilities”) to which such indemnified partymay become subject under the 1933 Act or otherwise, arising from or relating to(A) any untrue statement or alleged untrue statement of any material factcontained in such registration statement, any prospectus contained therein orany amendment or supplement thereto, or (B) the omission or alleged omission tostate therein a material fact required to be stated therein or necessary tomake the statements therein, in light of the circumstances in which they weremade, not misleading; *provided, however,*thatthe Company shall not be liable in any such case to the extent that any suchLiability arises out of or is based upon an untrue statement or

 

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omission so madein strict conformity with information furnished by such indemnified party inwriting specifically for use in the registration statement.

 

ii.     In the event of anyregistration under the 1933 Act of Registrable Securities, Pinnacle agrees toindemnity, defend and hold harmless the Company, and its officers, directors,employees, agents, partners, or controlling persons (within the meaning of the1933 Act) (each, an “indemnified party”) from and against, and shall reimbursesuch indemnified party with respect to, any and all Liabilities to which suchindemnified party may become subject under the 1933 Act or otherwise, arisingfrom or relating to (A) any untrue statement or alleged untrue statement of anymaterial fact contained in such registration statement, any prospectuscontained therein or any amendment or supplement thereto, or (B) the omissionor alleged omission to state therein a material fact required to be statedtherein or necessary to make the statements therein, in light of the circumstancesin which they were made, not misleading;*****provided, that*****Pinnacle will be liable in any such case to the extent andonly to the extent, that any such Liability arises out of or is based upon anuntrue statement or alleged untrue statement or omission or alleged omissionmade in such registration statement, prospectus or amendment or supplementthereto in reliance upon and in conformity with written information furnishedby Pinnacle specifically for use in the preparation thereof, and such Liabilitymay in no event exceed the value of the Registrable Securities so registered.

 

iii.    Promptly after receipt byany indemnified party of notice of the commencement of any action, suchindemnified party shall, if a claim in respect thereof is to be made against anotherparty (the “indemnifying party”) hereunder, notify such party in writingthereof, but the omission so to notify such party shall not relieve such partyfrom any Liability which it may have to the indemnified party other than underthis Section and shall only relieve it from any Liability which it may have tothe indemnified party under this Section if and to the extent an indemnifyingparty is materially prejudiced by such omission.  In case any such action shall be brought against any indemnifiedparty and such indemnified

 

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party shall notify an indemnifying party of the commencement thereof,the indemnifying party shall be entitled to participate in and, to the extentit shall wish, to assume and undertake the defense thereof with counselreasonably satisfactory to such indemnified party, and, after notice from theindemnifying party to the indemnified party of its election so to assume andundertake the defense thereof, the indemnifying party shall not be liable tothe indemnified party under this Section for any legal expenses subsequentlyincurred by the indemnified party in connection with the defense thereof otherthan reasonable costs of investigation and of liaison with counsel so selected;*provided, however,*that if thedefendants in any such action include both parties and the indemnified partyshall have reasonably concluded that there may be reasonable defenses availableto them which are different from or additional to those available to theindemnifying party or if the interests of the indemnified party reasonably maybe deemed to conflict with the interests of the indemnifying party, theindemnified party shall have the right to select a separate counsel and toassume such legal defenses and otherwise to participate in the defense of suchaction, with the reasonable expenses and fees of one such separate counsel andother reasonable expenses related to such participation to be reimbursed by theindemnifying party as incurred.

 

f.        With respect to the above-referencedregistration statement, all fees, costs and expenses of and incidental to suchregistration, inclusion and public offering shall be borne by the Company;provided, however, that any security holders participating in such registrationshall bear their pro-rata share of the underwriting discounts and commission,if any, incurred by them in connection with registration.

 

g.       Therights to cause the Company to register all or any portion of securitiespursuant to this Section 7 may be assigned by Pinnacle to a proper transfereeor assignee as described herein.  Withina reasonable time after such transfer, Pinnacle shall notify the Company of thename and address of such transferee or assignee, and the securities withrespect to which such registration rights are being assigned.  Such assignment shall be effective only if,

 

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(i) Pinnacle agrees in writing with the transferee or assignee toassign such rights, and a copy of such agreement is furnished to the Companywithin a reasonable time after such transfer or assignment (subject to thepurchase price of the shares being kept confidential by Pinnacle and suchtransferee or assignee, (ii) the Company is, within a reasonable time after such transfer or assignment,furnished with written notice of (A) the name and address of such transferee orassignee, (B) the securities with respect to which such registration rights arebeing assigned, (iii) following such transfer or assignment, the furtherdisposition of the Registrable Securities by the transferee or assignee isrestricted under the 1933 Act and applicable state securities laws, (iv) at orbefore the time that the Company receives the written notice contemplated byclause (ii) of this sentence the transferee or assignee agrees in writing withthe Company to be bound by all of the provisions contained herein, (v) suchtransfer shall have been made in accordance with the applicable requirements ofthe purchase agreement covering the transaction and (vi) such transferee shallbe an “accredited investor”, as that term is defined in Rule 501 of RegulationD, promulgated under the 1933 Act.

 

**8.****         Governing Law:  Miscellaneous.**  This Agreement shall be governed by andinterpreted in accordance with the laws of the State of New York.  A facsimile transmission of this signedAgreement shall be legal and binding on all parties hereto.  This Agreement may be signed in one or morecounterparts, each of which shall be deemed an original.  The headings of this Agreement are forconvenience of reference and shall not form part of, or affect theinterpretation of, this Agreement.  Ifany provision of this Agreement shall be invalid or unenforceable in anyjurisdiction, such invalidity or unenforceability shall not affect the validityor enforceability of the remainder of this Agreement or the validity orenforceability of this Agreement in any other jurisdiction.  This Agreement may be amended only by aninstrument in writing signed by the party to be charged with enforcement.  This Agreement, and the related agreementsreferred to herein, contain the entire agreement of the parties with respect tothe subject matter hereto, superceding all prior agreements, understandings ordiscussions.

 

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**9.****         Notices.**  Any notice required or permitted hereundershall be given in writing (unless otherwise specified herein) and shall bedeemed effectively given, (i) on the date delivered, (a) by personal delivery,or (b) if advance copy is given by fax, (ii) seven  business days after deposit in the United States Postal Serviceby regular or certified mail, or (iii) three business days mailing byinternational express courier, with postage and fees prepaid, addressed to eachof the other parties thereunto entitled at the following addresses, or at suchother addresses as a party may designate by ten days advance written notice toeach of the other parties hereto.

 
|   | **COMPANY**:  |   | STRATUS  SERVICES GROUP, INC.        |
|--------|---------------|--------|--------------------------------------|
|   |          |   | 500 Craig  Road, Suite 201           |
|   |          |   | Manalapan,  NJ 07726                 |
|   |          |   | Attn:  Suzette Nanovic Berrios, Esq. |
|   |          |   | Telecopier  No.: (732)294-1133       |
|   |          |   |                                 |
|   | **PINNACLE**: |   | PINNACLE  INVESTMENT PARTNERS, L.P.  |
|   |          |   | The Trump  Building                  |
|   |          |   | 40 Wall  Street, 33rd Floor          |
|   |          |   | New York,  New York 10005            |
|   |          |   | Attn: Mr.  Chris Janish              |
|   |          |   | Telecopier  No.: (212) 480-9933      |

 

**10.****  Successors And Assigns.**  This Agreement shall be binding upon andinure to the benefit of the parties hereto and their respective successors andpermitted assigns.

 

**IN WITNESS WHEREOF,**the Company and Pinnacle have caused this Agreement to be executed by theirduly authorized representatives on the date as first written above.

 
| **STRATUS SERVICES GROUP, INC.**           |                     | **PINNACLE INVESTMENT PARTNERS, L.P.**     |
|--------------------------------------------|--------------------------|--------------------------------------------|
|                                       |                     | By: PIP  Management, Inc., General Partner |
|                                       |                     |                                       |
| By:                                        | /s/ Michael  A. Maltzman |                                       |   | By: | /s/ Chris  Janish |   |
| Name:  Michael Maltzman                    |                     | Name:  Chris Janish                   |   |
| Title:   Chief Financial Officer |                     | Title:    President         |   |
|                                            |                          |                                            |  |  |  |  |

 

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