EXHIBIT
      4.2.15








First
      Amendment




Dated
      as
      of January 14, 2007




to




Warrant
      Agreement




between




Stratus
      Services Group, Inc.




and




American
      Stock Transfer & Trust Company




Dated
      as
      of July 14, 2004









**1**







This
      First Amendment dated as of January 14, 2007 (the “Amendment”) to Warrant
      Agreement dated as of July 14, 2004 (the “Warrant Agreement”) between Stratus
      Services Group, Inc., a Delaware corporation (the “Company”) and American Stock
      Transfer and Trust Company, a New York corporation (the “Warrant
      Agent”).




WHEREAS,
      the Company and the Warrant Agent have previously entered into the Warrant
      Agreement;




WHEREAS,
      the Company and the Warrant Agent wish to enter into this Amendment to amend
      certain terms of the Warrant Agreement to extend the Expiration Date of the
      Warrant and reduce the Exercise Price of the Warrant to $.50 per
      Warrant;




NOW,
      THEREFORE, in consideration of the premises and mutual agreements herein set
      forth, the parties hereto agree as follows:




1.
            Extension
                of Exercise Price and Adjustment of Price.Section 2(a) of the Warrant Agreement is hereby amended and restated
                to
                read in its entirety as follows:




“The
      Warrant Certificates (and the Form of Election to Purchase and the Form of
      Assignment to be printed on the reverse thereof) shall be in registered form
      only and shall be substantially of the tenor and purport recited in Exhibit
      A
      hereto, and may have such letters, numbers or other marks of identification
      or
      designation and such legends, summaries or endorsements printed, lithographed
      or
      engraved thereon as the Company may deem appropriate and as are not inconsistent
      with the provisions of this Agreement, or as may be required to comply with
      any
      law, or with any rule or regulation made pursuant thereto, or with any rule
      or
      regulation of any stock exchange on which the Common Stock or the Warrants
      may
      be listed or any automated quotation system, or to conform to usage. Each
      Warrant Certificate shall entitle the registered holder thereof, subject to
      the
      provisions of this Agreement and of the Warrant Certificate, to purchase, on
      or
      after July 14, 2005 and on or before the close of business on January 14, 2008
      (the "Expiration Date"), one fully paid and non-assessable share of Common
      Stock
      for each Warrant evidenced by such Warrant Certificate for $0.50. The exercise
      price of the Warrants (the "Exercise Price") is subject to adjustments as
      provided in Section 6 hereof. Each Warrant Certificate shall be dated the date
      on which the Warrant Agent receives valid issuance instructions from the Company
      or a transferring holder of a Warrant Certificate or, if such instructions
      specify another date, such other date.”




2.
            Amendment
                of Warrant Certificate.Exhibit A to the Warrant Agreement is hereby restated and replaced
                in its
                entirety by Exhibit A to the
                Amendment.









3.
            Descriptive
                Headings.The descriptive headings of the sections of this Amendment are inserted
                for convenience only and shall not control or affect the meaning
                of any of
                the provisions hereof.




4.
            Counterparts.This Amendment may be executed in any number of counterparts, each
                of
                which shall be an original, but such counterparts shall together
                constitute one and the same
                instrument.




IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
      executed as of the day and year first above written.






STRATUS
              SERVICES GROUP, INC.
            
            
            AMERICAN
              STOCK TRANSFER & TRUSTCOMPANY/s/ Michael
              A. Maltzman
            
            
            /s/ Wilbert
              MylesName: 
              Michael A. MaltzmanTitle:  Executive Vice President &
              CFO
            
            
            Name: 
              Wilbert MylesTitle:  Vice
              President






**2**


**Exhibit
      A**




VOID
      AFTER 5 P.M. EASTERN TIME ON January 14, 2008




WARRANTS
      TO PURCHASE COMMON STOCK




__________
      Warrants




**W
      -**  **Stratus
      Services Group, Inc.**




CUSIP
      __________




THIS
      CERTIFIES THAT




or
      registers assigns, is the registered holder of the number of Warrants
      ("Warrants") set forth above. Each Warrant, unless and until redeemed by the
      Company as provided in the Warrant Agreement, hereinafter more fully described
      (the " Warrant Agreement") entitles the holder thereof to purchase from Stratus
      Services Group, Inc., a corporation incorporated under the laws of the State
      of
      Delaware ("Company"), subject to the terms and conditions set forth hereinafter
      and in the Warrant Agreement, at any time on or after July 14, 2005 and before
      the close of business on January 14, 2008 ("Expiration Date"), one fully paid
      and non-assessable share of Common Stock, $0.04 par value, of the Company
      ("Common Stock") upon presentation and surrender of this Warrant Certificate,
      with the instructions for the registration and delivery of Common Stock filled
      in, at the stock transfer office in New York, New York, of American Stock
      Transfer & Trust Company, Warrant Agent of the Company ("Warrant Agent") or
      of its successor warrant agent or, if there be no successor warrant agent,
      at
      the corporate offices of the Company, and upon payment of the Exercise Price
      (as
      defined in the Warrant Agreement) and any applicable taxes paid either in cash,
      or by certified or official bank check, payable in lawful money of the United
      States of America to the order of the Company. Each Warrant initially entitles
      the holder to purchase one share of Common Stock for $0.50 (subject to
      appropriate adjustments as provided in the Warrant Agreement). The number and
      kind of securities or other property for which the Warrants are exercisable
      are
      subject to adjustment in certain events, such as mergers, splits, stock
      dividends, splits and the like, to prevent dilution. The Company may redeem
      any
      or all outstanding and unexercised warrants by giving not less than 30 days
      prior notice at any time after the last reported sale price of the Common Stock
      on the principal exchange on which it is traded has equaled or exceeded $1.33
      per share (subject to appropriate adjustments as provided in the Warrant
      Agreement) on each of twenty (20) consecutive trading days subsequent to July
      14, 2005. The Redemption Price is $0.08 (subject to appropriate adjustments
      as
      provided in the Warrant Agreement) per Warrant. All Warrants not theretofore
      exercised will expire on the Expiration Date.




This
      Warrant Certificate is subject to all of the terms, provisions and conditions
      of
      the Warrant Agreement, dated as of July 14, 2004, between the Company and the
      Warrant Agent, to all of which terms, provisions and conditions the registered
      holder of this Warrant Certificate consents by acceptance hereof. The Warrant
      Agreement is incorporated herein by reference and made a part hereof and
      reference is made to the Warrant Agreement for a full description of the rights,
      limitations of rights, obligations, duties and immunities of the Warrant Agent,
      the Company and the holders of the Warrant Certificates. Copies of the Warrant
      Agreement are available for inspection at the stock transfer office of the
      Warrant Agent or may be obtained upon written request addressed to the Company
      at Stratus Services Group, Inc., 149 Avenue at the Common, Suite 3, Shrewsbury,
      NJ 07702, Attention: Chief Financial Officer.







The
      Company shall not be required upon the exercise of the Warrants evidenced by
      this Warrant Certificate to issue fractions of Warrants, Common Stock or other
      securities, but shall make adjustment therefore in cash on the basis of the
      current market value of any fractional interest as provided in the Warrant
      Agreement.




In
      certain cases, the sale of securities by the Company upon exercise of Warrants
      would violate the securities laws of the United States, certain states thereof
      or other jurisdictions. The Company has agreed to use all commercially
      reasonable efforts to cause a registration statement to continue to be effective
      during the term of the Warrants with respect to such sales under the Securities
      Act of 1933, and to take such action under the laws of various states as may
      be
      required to cause the sale of securities upon exercise to be lawful. However,
      the Company will not be required to honor the exercise of Warrants if, in the
      opinion of the Board of Directors, upon advice of counsel, the sale of
      securities upon such exercise would be unlawful. In certain cases, the Company
      may, but is not required to, purchase Warrants submitted for exercise for a
      cash
      price equal to the difference between the market price of the securities
      obtainable upon such exercise and the exercise price of such
      Warrants.




This
      Warrant Certificate, with or without other Certificates, upon surrender to
      the
      Warrant Agent, any successor warrant agent or, in the absence of any successor
      warrant agent, at the corporate offices of the Company, may be exchanged for
      another Warrant Certificate or Certificates evidencing in the aggregate the
      same
      number of Warrants as the Warrant Certificate or Certificates so surrendered.
      If
      the Warrants evidenced by this Warrant Certificate shall be exercised in part,
      the holder hereof shall be entitled to receive upon surrender hereof another
      Warrant Certificate or Certificates evidencing the number of Warrants not so
      exercised.




No
      holder
      of this Warrant Certificate, as such, shall be entitled to vote, receive
      dividends or be deemed the holder of Common Stock or any other securities of
      the
      Company which may at any time be issuable on the exercise hereof for any purpose
      whatever, nor shall anything contained in the Warrant Agreement or herein be
      construed to confer upon the holder of this Warrant Certificate, as such, any
      of
      the rights of a stockholder of the Company or any right to vote for the election
      of directors or upon any matter submitted to stockholders at any meeting thereof
      or give or withhold consent to any corporate action (whether upon any matter
      submitted to stockholders at any meeting thereof, or give or withhold consent
      to
      any merger, recapitalization, issuance of stock, reclassification of stock,
      change of par value or change of stock to no par value, consolidation,
      conveyance or otherwise) or to receive notice of meetings or other actions
      affecting stockholders (except as provided in the Warrant Agreement) or to
      receive dividends or subscription rights or otherwise until the Warrants
      evidenced by this Warrant Certificate shall have been exercised and the Common
      Stock purchasable upon the exercise thereof shall have become deliverable as
      provided in the Warrant Agreement.




If
      this
      Warrant Certificate shall be surrendered for exercise within any period during
      which the transfer books for the Company's Common Stock or other class of stock
      purchasable upon the exercise of the Warrants evidenced by this Warrant
      Certificate are closed for any purpose, the Company shall not be required to
      make delivery of certificates for shares purchasable upon such transfer until
      the date of the reopening of said transfer books.







Every
      holder of this Warrant Certificate by accepting the same consents and agrees
      with the Company, the Warrant Agent, and with every other holder of a Warrant
      Certificate that:




(a)
            this
                Warrant Certificate is transferable on the registry books of the
                Warrant
                Agent only upon the terms and conditions set forth in the Warrant
                Agreement, and




(b)
            the
                Company and the Warrant Agent may deem and treat the person in whose
                name
                this Warrant Certificate is registered as the absolute owner hereof
                (notwithstanding any notation of ownership or other writing thereon
                made
                by anyone other than the Company or the Warrant Agent) for all purposes
                whatever and neither the Company nor the Warrant Agent shall be affected
                by any notice to the contrary. The Company shall not be required
                to issue
                or deliver any certificate for shares of Common Stock or other securities
                upon the exercise of Warrants evidenced by this Warrant Certificate
                until
                any tax which may be payable in respect thereof by the holder of
                this
                Warrant Certificate pursuant to the Warrant Agreement shall have
                been
                paid, such tax being payable the holder of this Warrant Certificate
                at the
                time of surrender.




This
      Warrant Certificate shall not be valid or obligatory for any purpose until
      it
      shall have been countersigned by the Warrant Agent.




*(Remainder
      of page intentionally left blank; signature page follows)*









**3**


WITNESS
      the facsimile signatures of the proper officers of the Company and its corporate
      seal.




Dated:




**ATTEST**
            
            
            **STRATUS
              SERVICES GROUP, INC.**/s/ J.
              Todd
              Raymond
            
            
            /s/ Michael
              A. MaltzmanName: 
              J.  Todd RaymondTitle:  Secretary
            
            
            Name: 
              Michael A. MaltzmanTitle:  Executive Vice President &
              CFO


Countersigned:**AMERICAN
              STOCK TRANSFER & TRUST COMPANY**/s/ Wilbert
              MylesName: 
              Wilbert MylesTitle:  Vice President







Countersigned:




AMERICAN
      STOCK TRANSFER


&
      TRUST COMPANY







By:


(Authorized
      Officer)