Second
      Amendment




Dated
      as
      of January 17, 2008




to




Warrant
      Agreement




between




Stratus
      Services Group, Inc.




and




American
      Stock Transfer & Trust Company




Dated
      as
      of July 14, 2004












This
      Second Amendment dated as of January 17, 2008 (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; and




WHEREAS,
      the Company and the Warrant Agent have previously entered into First Amendment
      Dated as of January 14, 2007 to Warrant Agreement; and




WHEREAS,
      the Company and the Warrant Agent wish to enter into this Second Amendment
      to
      amend certain terms of the Warrant Agreement to extend the Expiration Date
      of
      the Warrant;




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




1.
            Extension
                of
                Expiration Date.  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 17, 2009 (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.


By:       
      /s/ Michael A. Maltzman


Name:
      Michael A. Maltzman


Title:
      Executive Vice President &
CFO





AMERICAN
      STOCK TRANSFER &
TRUST


COMPANY


By:       
      /s/ Wilbert Myles


Name:
      Wilbert Myles


Title:
      Vice President


2


Exhibit
      A




VOID
      AFTER 5 P.M. EASTERN TIME ON January 14, 2009




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 17, 2009 ("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.




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




Dated:  01/17/08




ATTEST:                                                                
      Stratus Services Group, Inc.


/s/
      J. Todd Raymond


By:  /s/
      Michael A.
      Maltzman


Name:
      J.
      Todd
      Raymond                                             Name:
      Michael A. Maltzman


Title:  Secretary                                                           Title:
      Executive Vice President & CFO




Countersigned:




AMERICAN
      STOCK TRANSFER


&
      TRUST COMPANY







By:     /s/
      Wilbert
      Myles


(Authorized
      Officer)


Wilbert
      Myles


Vice
      President