EXHIBIT 3

                  CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
                      RIGHTS OF SERIES A PREFERRED STOCK OF
                          STRATUS SERVICES GROUP, INC.

      The undersigned, the Secretary and General Counsel of Stratus Services
Group, Inc. (the "Corporation"), a corporation organized and existing under the
General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

      That, pursuant to the authority conferred on the Board of Directors by the
Amended and Restated Certificate of Incorporation of the Corporation and Section
151 of the General Corporation Law of the State of Delaware, on June 21, 2001,
the Board of Directors of the Corporation did unanimously approve the adoption
of the following resolution providing for the designations, preferences and
other rights, and the qualifications, limitations or restrictions thereof, of
the Series A Preferred Stock of the Corporation:

      RESOLVED, that pursuant to the authority vested in the Board of Directors
in accordance with the provisions of the Amended and Restated Certificate of
Incorporation of the Corporation, there is hereby established a series of
Preferred Stock to which the following provisions shall be applicable:

      The shares of this series shall be designated the "Series A Preferred
Stock" (the "SERIES A PREFERRED STOCK") and shall consist of One Million Four
Hundred and Fifty Eight Thousand Nine hundred and Thirty-three (1,458,933)
shares, with a par value of $.01 per share and a stated value of $3.00 per share
and $4,376,799 in the aggregate. A statement of the relative powers, dividends,
preferences, rights, qualifications, limitations and restrictions of the Series
A Preferred Stock is as follows:

1.    DIVIDENDS.

      (a)   The holders of the Series A Preferred shall be entitled to receive
            out of any assets legally available therefore cumulative dividends
            at the rate of $0.21 per share per annum, payable semi-annually on
            June 30 and December 31 of each year, when and as declared by the
            Board of Directors, in preference and priority to any payment of any
            dividend on the Common Stock or any other class or series of stock
            of the Corporation. Such dividends shall accrue on any given share
            from the day of original issuance of such share and shall accrue
            from day to day whether or not earned or declared. If at any time
            dividends on the outstanding Series A Preferred Stock at the rate
            set forth above shall not have been paid or declared and set apart
            for payment with respect to all preceding periods, the amount of the
            deficiency shall be fully paid or declared and set apart for
            payment, but without interest, before any distribution, whether by
            way of dividend or otherwise, shall be declared or paid upon or set
            apart for the shares of any other class or series of stock of the
            Corporation.

      (b)   Any dividend payable on a dividend payment date more than 90 days
            after the date of issuance may be paid, at the option of the
            Corporation, either (i) in cash or

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            (ii) in shares of Series A Preferred Stock value at $3.00 per share
            if the Common Stock issuable upon conversion of such shares has been
            registered for resale under the Securities Act of 1933, as amended
            (the "Act"), and the registration statement including a current
            prospectus with respect thereto remains in effect at the date of
            delivery of such shares, and if the Corporation shall have given
            written notice of its intention to pay such dividend in stock to all
            holders of the Series A Preferred Stock at least 10 days before the
            record date of such dividend.

2.    VOTING. Holders of Series A Preferred Stock shall be entitled to notice of
      any shareholders' meeting. Except as otherwise required by law, at any
      annual or special meeting of the Corporation's shareholders, or in
      connection with any written consent in lieu of any such meeting, each
      outstanding share of Series A Preferred Stock shall be entitled to the
      number of votes equal to the number of full shares of Common Stock into
      which such share of Series A Preferred Stock is then convertible
      (calculated taking into account the provisions of Section 5(g) and by
      rounding any fractional share down to the nearest whole number) on the
      date for determination of shareholders entitled to vote at the meeting.
      Initially, each share of Series A Preferred Stock shall have one vote.
      Except as otherwise required by law, the Series A Preferred Stock and the
      Common Stock shall vote together as a single class on each matter
      submitted to the shareholders, and not by separate class or series. The
      holders of the Series A Preferred Stock shall be entitled to vote
      separately as a class on any (a) proposed amendment to this Statement of
      Rights and Preference of Preferred Stock (the "STATEMENT") which would
      increase or decrease the aggregate number of authorized shares of Series A
      Preferred Stock, (b) proposal to create a new class of shares having
      rights and preferences equal to or having priority over the Series A
      Preferred Stock or (c) proposed amendments of this Statement that could
      adversely affect the powers, preferences, participations, rights,
      qualifications or restrictions of the Series A Preferred Stock. Any matter
      on which the holders of the Series A Preferred Stock are entitled to vote
      as a class requires the affirmative vote of holders owning a majority of
      the issued and outstanding shares of Series A Preferred Stock.

3.    LIQUIDATION PREFERENCE.

      (a)   SERIES A PREFERRED STOCK. Upon the occurrence of a Liquidating Event
            (as defined below), whether voluntary or involuntary, the holders of
            the Series A Preferred Stock shall be entitled to receive, out of
            the assets of the Corporation available for distribution to its
            shareholders or from the proceeds from such Liquidating Event, and
            prior to and in preference to any payment or distribution made in
            respect of the Common Stock or any other class or series of stock of
            the Corporation, $3.00 in cash, securities or other property (based
            upon the Market Price thereof for such securities and the fair
            market value thereof for such other property, in each case
            calculated as of the date of such Liquidating Event) for each share
            of Series A Preferred Stock (together with all accrued and unpaid
            dividends thereon) (the "SERIES A LIQUIDATION PREFERENCE"). If, upon
            such Liquidating Event, the assets distributable to the holders of
            the Series A Preferred Stock shall be insufficient to permit the
            payment in full of the Series A Liquidation Preference, the assets
            of the Corporation shall be distributed to the holders of the Series
            A Preferred Stock


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            ratably until the holders shall have received the full amount to
            which they would otherwise be entitled.

      (b)   VALUATION OF SECURITIES. For purposes of this Section 3, if any
            asset distributed to shareholders upon the occurrence of any
            Liquidating Event consists of property other than cash or
            securities, the value of such distribution shall be deemed to be the
            fair market value thereof at the time of such distribution, as
            determined in good faith by the Board of Directors of the
            Corporation. Any securities to be delivered pursuant to this Section
            3 shall be valued as follows:

            (i)   Securities not subject to an investment letter or other
                  similar restrictions on free marketability covered by Section
                  3(b)(ii) hereof shall be valued at the Market Price (as
                  defined below); and

            (ii)  Securities subject to investment letter or other restrictions
                  on free marketability (other than restrictions arising solely
                  by virtue of a stockholder's status as an affiliate or former
                  affiliate) shall be valued at an appropriate discount from the
                  Market Price, as reasonably determined by the Board of
                  Directors in good faith, to reflect the adjusted fair market
                  value thereof.

For purposes of this Statement, "MARKET PRICE" of any security means the average
of the closing prices of such security's sales on the principal securities
exchanges on which such security may at the time be listed, or, if there has
been no sales on any such exchange on any day, the average of the highest bid
and lowest asked prices on all such exchanges at the end of such day, or, if on
any day such security is not so listed, the average of the representative bid
and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or,
if on any day such security is not quoted in the NASDAQ System, the average of
the highest bid and lowest asked prices on such day in the domestic
over-the-counter market as reported by the National Quotation Bureau,
Incorporated, or any similar successor organization, in each such case averaged
over a period of five days consisting of the day prior to the day as of which
Market Price is being determined and the four consecutive business days prior to
such day. If at any time such security is not listed on any securities exchange
or quoted in the NASDAQ System or the over-the-counter market, the Market Price
shall be the fair value thereof determined in good faith by the Corporation's
Board of Directors

      (c)   LIQUIDATING EVENT. Any of the following shall be considered a
            "LIQUIDATING EVENT", and shall entitle the holders of the Series A
            Preferred Stock and the Common Stock to receive at the closing, in
            cash, securities or other property, amounts as specified in Sections
            3(a) (valued as provided in Section 3(b) above):

            (i)   any liquidation, dissolution or winding up of the Corporation;
                  or

            (ii)  a sale, lease or other disposition of all or substantially all
                  the Corporation's assets PROVIDED, HOWEVER, that if the
                  holders of a majority of the shares of Series A Preferred
                  Stock so elect by giving written notice to the Corporation
                  before the effective date of any such sale, lease or


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                  disposition that would otherwise be a Liquidating Event as
                  defined herein, such sale, lease or other disposition or
                  consolidation shall not be deemed a Liquidating Event and the
                  provisions of Section 5(e) below shall apply.

      (d)   NOTICE OF LIQUIDATION EVENT. The Corporation shall give to each
            holder at least thirty (30) days prior written notice of any
            Liquidating Event by delivery of such notice via first class mail,
            postage prepaid, at the holder's address as set forth in the records
            of the Corporation; PROVIDED, HOWEVER, that any holder of Series A
            Preferred Stock may convert its shares of Series A Preferred Stock
            to Common Stock at any time prior to the payment date stated in such
            notice.

4.    REDEMPTION. Except to the extent already redeemed pursuant to Section
      5(a), the Series A Preferred Stock shall be subject to redemption by the
      Corporation for the aggregate stated value plus all accumulated but unpaid
      (whether or not declared) dividends at 7% per annum, on June 30, 2008.

5.    CONVERSION OF SERIES A PREFERRED STOCK. Each holder of shares of Series A
      Preferred Stock shall have the right to convert such shares into shares of
      the Common Stock of the Corporation as follows:

      (a)   OPTIONAL CONVERSION. Commencing on October 1, 2001, all or any
            portion of shares of the Series A Preferred Stock, at the option of
            the holders, may be converted into fully paid and nonassessable
            shares (calculated as to each conversion to the largest whole share)
            of Common Stock of the Corporation by multiplying the number of
            shares of Series A Preferred Stock to be converted TIMES $3.00 and
            dividing the result by the Conversion Price (as defined below) then
            in effect.

      (b)   CONVERSION PRICE. The initial conversion price per share of Series A
            Preferred Stock (the "CONVERSION PRICE") shall be equal to $3.00.

      (c)   SUBDIVISION OR COMBINATION OF COMMON STOCK. In the event that the
            Corporation at any time or from time to time shall effect a
            subdivision of the outstanding shares of Common Stock into a greater
            number of shares of Common Stock (by stock split, reclassification
            or otherwise), or in the event the outstanding shares of Common
            Stock shall be combined or consolidated, by reclassification or
            otherwise, into a lesser number of shares of Common Stock, then the
            Conversion Price in effect immediately prior to such event shall,
            concurrently with the effectiveness of such event, be
            proportionately decreased or increased, as appropriate.

      (d)   EXTRAORDINARY EVENT. Prior to the consummation of any Extraordinary
            Event (as defined below), the Corporation shall make appropriate
            provisions (in form and substance reasonably satisfactory to the
            holders of a majority of the Series A Preferred Stock then
            outstanding) to ensure that each of the holders of Series A
            Preferred Stock shall thereafter have the right to acquire and
            receive, in lieu of or in addition to (as the case may be) the
            shares of Common Stock immediately


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            theretofore acquirable and receivable upon the conversion of such
            holder's Series A Preferred Stock, such shares of stock, securities
            or assets as such holder would have received in connection with such
            Extraordinary Event if such holder had converted its Series A
            Preferred Stock immediately prior to such Extraordinary Event. In
            each such case, the Corporation shall also make appropriate
            provisions (in form and substance reasonably satisfactory to the
            holders of a majority of the Series A Preferred Stock then
            outstanding) to ensure that the provisions of this Section 5 shall
            thereafter be applicable to the Series A Preferred Stock). The
            Corporation shall not effect any such consolidation, merger or sale,
            unless prior to the consummation thereof, the successor entity (if
            other than the Corporation) resulting from such consolidation or
            merger or the entity purchasing such assets assumes by written
            instrument (in form and substance reasonably satisfactory to the
            holders of a majority of the Series A Preferred Stock then
            outstanding), the obligation to deliver to each such holder such
            shares of stock, securities or assets as, in accordance with the
            foregoing provisions, such holder may be entitled to acquire. For
            purposes of this Section 5, "EXTRAORDINARY EVENT" means the
            occurrence or consummation of a transaction or series of related
            transactions (other than any such transaction that is treated as a
            Liquidating Event) resulting in: (i) a merger, consolidation, sale
            or reorganization in which the Corporation or any of its
            subsidiaries is not the surviving corporation; or (ii) a sale, lease
            or exchange, directly or indirectly, of all or substantially all of
            the property and assets of the Corporation, whether or not in the
            ordinary course of business.

      (e)   CERTAIN EVENTS. If any event occurs of the type contemplated by the
            provisions of this Section 5 but not expressly provided for by such
            provisions (including, without limitation, stock dividend, partial
            liquidation, in kind dividend, the granting of stock appreciation
            rights, phantom stock rights or other rights with equity features),
            then the Corporation's Board of Directors shall make an appropriate
            adjustment in the Conversion Price so as to protect the rights of
            the holders of Series A Preferred Stock in a manner consistent with
            the other provisions of this Designation of Series A Preferred
            Stock; PROVIDED, HOWEVER, that no such adjustment shall increase the
            Conversion Price as otherwise determined pursuant to this Section 5
            or decrease the number of shares of Common Stock issuable upon
            conversion of each share of Series A Preferred Stock.

      (f)   CONVERSION PROCEDURE.

            (i)   Except as otherwise provided herein, each conversion of Series
                  A Preferred Stock shall be deemed to have been effected as of
                  the close of business on the date on which the certificate or
                  certificates representing the Series A Preferred Stock to be
                  converted have been surrendered for conversion at the
                  principal office of the Corporation. At the time any such
                  conversion has been effected, the rights of the holder of the
                  shares converted as a holder of Series A Preferred Stock shall
                  cease and the person or persons in whose name or names any
                  certificate or certificates for shares of Common Stock are to
                  be issued upon such conversion shall


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                  be deemed to have become the holder or holders of record of
                  the shares of Common Stock represented thereby.

            (ii)  Notwithstanding any other provision hereof, if a conversion of
                  Series A Preferred Stock is to be made in connection with an
                  Extraordinary Event or any other transaction affecting the
                  Corporation or any holder of Series A Preferred Stock, the
                  conversion of any shares of Series A Preferred Stock may, at
                  the election of the holder thereof, be conditioned upon the
                  consummation of such transaction, in which case such
                  conversion shall be deemed to be effective immediately prior
                  to the consummation of such transaction.

            (iii) Promptly (and in any event within five (5) business days in
                  the case of Section 5(f)(iii)(A) below) after a conversion has
                  been effected, the Corporation shall deliver to the converting
                  holder:

                  (A)   a certificate or certificates representing the number of
                        shares of Common Stock issuable by reason of such
                        conversion in such name or names and such denomination
                        or denominations as the converting holder has specified;
                        and

                  (B)   a certificate representing any shares of Series A
                        Preferred Stock which were represented by the
                        certificate or certificates delivered to the Corporation
                        in connection with such conversion but which were not
                        converted.

            (iv)  The issuance of certificates for shares of Common Stock upon
                  conversion of Series A Preferred Stock shall be made without
                  charge to the holders of such Series A Preferred Stock for any
                  issuance tax in respect thereof (so long as such certificates
                  are issued in the name of the record holder of such Series A
                  Preferred Stock) or other cost incurred by the Corporation in
                  connection with such conversion and the related issuance of
                  shares of Common Stock. Upon conversion of each share of
                  Series A Preferred Stock, the Corporation shall take all such
                  actions as are necessary in order to ensure that the Common
                  Stock issuable with respect to such conversion shall be
                  validly issued, fully paid and nonassessable, free and clear
                  of all taxes (other than any taxes relating to any dividends
                  paid with respect thereto), liens, charges and encumbrances
                  with respect to the issuance thereof.

            (v)   The Corporation shall not close its books against the transfer
                  of Series A Preferred Stock or of Common Stock issued or
                  issuable upon conversion of Series A Preferred Stock in any
                  manner which interferes with the timely conversion of Series A
                  Preferred Stock. The Corporation shall assist and cooperate
                  with any holder of such shares required to make any
                  governmental filings or obtain any governmental approval prior
                  to or in connection with any conversion of such shares
                  hereunder (including,


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                  without limitation, making any filings required to be made by
                  the Corporation).

      (g)   LIMITATION ON NUMBER OF CONVERSION SHARES. The Corporation shall not
            be obligated to issue, in the aggregate, more than 1,221,712 shares
            of Common Stock (which equals 19.999% of the number of shares of
            Common Stock outstanding as of June 26, 20001) as presently
            constituted (the "NASDAQ Cap") upon (1) conversion of the Series A
            Preferred Stock and (2) the issuance of shares of Common Stock under
            the Subscription Agreement dated June 26, 2001 to Artisan.com
            Limited, if issuance of a larger number of shares would constitute a
            breach of the Corporation's obligations under its agreements with
            the National Association of Securities Dealers, Inc. (the "NASD") or
            the Nasdaq Stock Market ("NASDAQ") or the rules of such
            organizations. Such maximum number of shares of Common Stock shall
            be proportionately and equitably adjusted in the event of stock
            splits, stock dividends, reverse stock splits, reclassifications or
            other such events, in such manner as the Board of Directors of the
            Corporation shall reasonably determine. If the Corporation is unable
            to obtain the requisite stockholder approval concerning the issuance
            of shares of Common Stock in connection with the events specified in
            clauses (1) and (2) above to satisfy all NASD and NASDAQ
            requirements prior to 365 days after the date of the original
            issuance of the Series A Preferred Stock, the Corporation shall then
            redeem, at a "Special Redemption Price" equal to the Liquidation
            Preference of such shares, plus accumulated but unpaid dividends
            (whether or not declared) at 7% per annum, any shares of Series A
            Preferred Stock which cannot be converted as result of the failure
            to obtain such stockholder approval. Any redemption effected
            pursuant to the preceding sentence shall require no more than 10
            days' notice and the redemption date (the "Redemption Date") shall
            be not more than 380 days after the date of issuance. Such
            redemption shall be made pro rata based on the number of shares of
            the Series A Preferred Stock outstanding at 11:59 p.m. on the day
            prior to the Redemption Date and as early as practicable on the
            Redemption Date the Corporation shall notify each holder of Series A
            Preferred Stock by the most rapid means of communication available
            to the Corporation, which may be facsimile transmission, of the pro
            rata number of shares to be redeemed from each holder. Such notice
            shall be binding upon holders who have submitted their stock
            certificates for redemption prior to the receipt of such notice, as
            well as on holders who submit their stock certificates thereafter.
            If there shall be a default in payment of the Special Redemption
            Price, the amount so payable shall bear daily interest from and
            after the Redemption Date at the rate of one-tenth of one percent
            per day until paid. Shares so redeemed shall be deemed to have been
            redeemed at the opening of business on the Redemption Date and shall
            no longer be treated as outstanding shares except for purposes of
            receiving the Special Redemption Price.

      (h)   NO FRACTIONAL SHARES. No fractional share shall be issued upon the
            conversion of any share or shares of Series A Preferred Stock. All
            shares of Common Stock (including fractions thereof) issuable upon
            conversion of more than one share of Preferred Stock by a holder
            thereof shall be aggregated for purposes of determining whether the
            conversion would result in the issuance of any fractional


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            share. If, after the aforementioned aggregation, the conversion
            would result in the issuance of a fraction of a share of Common
            Stock, the Corporation shall, in lieu of issuing any fractional
            share, pay the holder otherwise entitled to such fraction a sum in
            cash equal to the fair market value of such fraction on the date of
            conversion (as determined in good faith by the Board of Directors).

      (i)   NO IMPAIRMENT. The Corporation will not, by amendment of this
            Statement or through any reorganization, transfer of assets,
            consolidation, merger, dissolution, issue or sale of securities or
            any other voluntary action (other than actions taken in good faith),
            avoid the observance or performance of any of the terms to be
            observed or performed hereunder by the Corporation but will at all
            times in good faith assist in carrying out all the provisions of
            this Section 5 and in taking all such action as may be necessary or
            appropriate in order to protect the conversion rights of the holders
            of the Series A Preferred Stock against impairment.

      (j)   CERTIFICATES AS TO ADJUSTMENTS. Upon the occurrence of each
            adjustment or readjustment of the Conversion Price pursuant to this
            Section 5, the Corporation at its expense shall promptly compute
            such adjustment or readjustment in accordance with the terms hereof
            and prepare and furnish to each holder of Series A Preferred Stock a
            certificate setting forth such adjustment or readjustment and
            showing in detail the facts upon which such adjustment or
            readjustment is based. The Corporation shall, upon the written
            request at any time of any holder of Series A Preferred Stock,
            furnish or cause to be furnished to such holder a like certificate
            setting forth (i) such adjustments and readjustments, (ii) the
            Conversion Price at the time in effect, and (iii) the number of
            shares of Common Stock and the amount, if any, of other property
            that at the time would be received upon the conversion of the Series
            A Preferred Stock.

      (k)   NOTICES OF RECORD DATE. In the event of any taking by the
            Corporation of a record of the holders of any class of securities
            for the purpose or determining the holders thereof who are entitled
            to receive any dividend or other distribution, any security or right
            convertible into or entitling the holder thereof to receive
            additional shares of Common Stock, or any right to subscribe for,
            purchase or otherwise acquire any shares of stock of any class or
            any other securities or property, or to receive any other right, the
            Corporation shall mail to each holder of Series A Preferred Stock,
            at least 10 days prior to the date specified therein, a notice
            specifying the date on which any such record is to be taken for the
            purpose of such dividend.

      (l)   RESERVATION OF COMMON STOCK. The Corporation shall, at all times
            when the Series A Preferred Stock shall be outstanding, reserve and
            keep available out of its authorized but unissued stock, for the
            purpose of effecting the conversion of the Series A Preferred Stock,
            such number of its duly authorized shares of Common Stock as shall
            from time to time be sufficient to effect the conversion of all
            outstanding Series A Preferred Stock. Before taking any action which
            would cause the effective purchase price for the Series A Preferred
            Stock to be less than the par value of the shares of Series A
            Preferred Stock, the Corporation shall take any corporate action
            which may, in the opinion of its counsel, be necessary in


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            order that the Corporation may validly and legally issue fully paid
            and nonassessable shares of such Common Stock at such effective
            purchase price.

6.    RETIREMENT OF SHARES. Any shares of Series A Preferred Stock redeemed,
      purchased or otherwise acquired by the Corporation shall be deemed retired
      and shall be cancelled and may not under any circumstances thereafter be
      reissued or otherwise disposed of by the Corporation.

      IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designations, Preferences and rights to be signed by J. Todd Raymond, its
Secretary and General Counsel, this 2nd day of July, 2001.

                                        Stratus Services Group, Inc.


                                    By: /s/ J. Todd Raymond
                                        ----------------------------------------
                                  Name:     J. Todd Raymond
                                 Title:     Secretary and General Counsel


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