<Page>

Exhibit 4.1.6


                                 MARCH 28, 2002


                           STRATUS SERVICES GROUP, INC

                                ARTISAN (UK) PLC


                             SUBSCRIPTION AGREEMENT

<Page>

                                    CONTENTS

<Table>
<Caption>
CLAUSE                                                                  PAGE
<S>     <C>                                                               <C>
1.      DEFINITIONS AND INTERPRETATION                                     1
2.      CONDITIONS PRECEDENT                                               2
3.      SUBSCRIPTION                                                       2
4.      WARRANTIES                                                         3
5.      APPLICATION                                                        3
6.      REGISTRATION RIGHTS                                                3
7.      FURTHER ASSURANCE                                                  3
8.      ENTIRE AGREEMENT                                                   3
9.      SEVERABILITY                                                       4
10.     WAIVER                                                             4
11.     VARIATION                                                          5
12.     NO PARTNERSHIP                                                     5
13.     CONFIDENTIALITY                                                    5
14.     ANNOUNCEMENTS                                                      6
15.     ASSIGNMENT                                                         7
16.     NOTICES                                                            7
17.     AGENT FOR SERVICE                                                  8
18.     COSTS AND EXPENSES                                                 9
19.     TIME OF THE ESSENCE                                                9
20.     RIGHTS OF THIRD PARTIES (EXCLUDING)                                9
21.     GOVERNING LAW AND JURISDICTION                                     9
SCHEDULE 1 - WARRANTIES                                                   11
SCHEDULE 2 - REGISTRATION RIGHTS                                          21
</Table>

<Page>

THIS AGREEMENT is made on March 28, 2002

BETWEEN:

(1)       STRATUS SERVICES GROUP, INC whose principal office is at 500 Craig
          Road, Suite 201, Manalapan, New Jersey 07726 ("Stratus"); and

(2)       ARTISAN (UK) PLC whose registered office is at Dean House, Sovereign
          Court, Huntingdon, Cambridgeshire, PE29 6XU TR United Kingdom
          ("Artisan")

RECITALS:-

(A)       Stratus wishes to raise up to US$4,700,000 of additional equity
          capital to finance the repayment of US$4,700,000 nominal of its Series
          A Preferred Stock and to pay outstanding dividends and interest.

(B)       Artisan wishes to subscribe up to US$4,700,000 for equity share
          capital of Stratus on the terms set out below.

IT IS AGREED as follows:-

1.        DEFINITIONS AND INTERPRETATION

1.1       In this agreement the following words and expressions shall
          respectively have the following meanings:-

          Market Value             The average closing market price per
                                   Stratus Common Stock shares over the five
                                   trading days immediately preceding that on
                                   which the relevant Stratus Common Stock
                                   shares are allotted and issued.

          Stratus Shares           Shares of Series C Preferred Stock of Stratus
                                   of US$0.01 par value.

1.2       References herein to the masculine gender, to an individual and to the
          singular number shall include references to the feminine gender, to a
          corporation and to the plural number respectively.

1.3       References to Clauses and Schedules are references respectively to
          Clauses of and Schedules to this Agreement. References to paragraphs
          are (unless otherwise stated) to paragraphs of the Clause in which the
          references appears.

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                                                                          PAGE 2

1.4       Words and phrases defined in the Companies Act 1985 shall (unless the
          context otherwise requires) have the same meanings herein.

1.5       The Schedules hereto shall form part of this Agreement as if the
          contents thereof were expressly set out herein.

1.6       The headings in this Agreement and the Schedules hereto have been
          inserted for convenience only and shall not affect its interpretation
          or construction in any way.

1.7       Where any provision of the Articles conflicts with the provisions
          hereof, the parties hereby agree that the provisions hereof shall
          prevail, to the intent that they shall if necessary in any case
          procure the amendment of the Articles to the extent required to enable
          the Company to be administered as provided herein

2.        CONDITIONS PRECEDENT

          This agreement is conditional on Stratus delivering to Artisan:

2.1       an opinion signed by Counsel satisfactory to Artisan and in a form
          satisfactory to Artisan as to the due incorporation, good standing and
          such other matters relating to Stratus and the due execution of this
          Agreement and the due authorisation and valid issue of the Stratus
          Shares as Artisan may require, including that registration under the
          1933 Act is not required;

2.2       certified copies of the constitutional documents of Stratus and of the
          documents constituting its Series A Preferred Stock dated June 26,
          2001 and its Series B Preferred Stock dated March 11, 2002;

2.3       a certified copy of the minutes of the meeting of the Board of Stratus
          approving this Agreement.

          If this condition shall not be satisfied on the date hereof (or such
          later date if any as the parties may agree) this agreement shall be
          void ab initio and neither party shall have any liability under it.

3.        SUBSCRIPTION

          Subject to the satisfaction of the conditions precedent referred to in
          clause 2 above, and subject to Stratus procuring shareholder approval,
          there shall be allotted and issued to Artisan Stratus Shares for
          subscription at US$100 per share, the aggregate of all of such Stratus
          Shares not exceeding US$4,700,000. The proceeds therefrom, as set
          forth in Paragraph 5 below, shall be used to redeem all existing
          Series A Preferred Shares.

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                                                                          PAGE 3

4.        WARRANTIES AND UNDERTAKINGS

4.1       In consideration of Artisan agreeing to subscribe for the Stratus
          Shares under this agreement, Stratus represents warrants and
          undertakes to Artisan, in the terms of the representations, warranties
          and undertakings set out in Part 2 of Schedule 1 to this agreement
          ("the Warranties") and so that the rights and remedies of Artisan in
          respect of the Warranties shall continue to subsist notwithstanding
          completion of the subscription for the Stratus Shares under this
          agreement.

4.2       Artisan makes the representations set out in Part 3 of Schedule 1.

4.3       Stratus shall give Artisan notice of each meeting of its Board of
          Directors, or any committee thereof, and shall provide copies of all
          materials provided to the directors in connection with such meetings;
          and Artisan shall be entitled to have one individual attend such
          meetings as an observer.

4.4       Board Membership. Stratus agrees that it will appoint one
          representative of Artisan to the Board of Directors of Stratus and
          Artisan agrees that it will appoint one representative of Stratus to
          the Board of Directors of Artisan.

5.        APPLICATION

          Stratus hereby undertakes to Artisan that the Subscription monies
          shall be applied in or towards the repayment of the Series A Preferred
          Stock and the balance of the monies will be used to pay outstanding
          interest/dividends.

6.        REGISTRATION RIGHTS

          Artisan and it successors in title to the Stratus Shares subscribed by
          it under this Agreement shall be entitled to the registration rights
          set out in Schedule 2 to this Agreement.

7.        FURTHER ASSURANCE

          Each party agrees to execute and deliver to the others or do as
          appropriate all such other documents, assurances and acts as may be
          reasonably necessary or desirable to fulfill the provisions of this
          Agreement or to carry into effect the intentions of the parties as
          expressed herein.

8.        ENTIRE AGREEMENT

          This Agreement constitutes the entire agreement between the parties
          with respect to its subject matter. It supersedes all previous
          agreements and understandings between the parties and each party
          acknowledges that, in entering into this Agreement, it does not do so
          on the

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                                                                          PAGE 4

          basis of or in reliance upon any representations, promises,
          undertakings, warranties or other statements (whether written or oral)
          of any nature whatsoever except as expressly provided in this
          Agreement and accordingly all conditions, warranties or other terms
          implied by statute or common law are hereby excluded to the fullest
          extent permitted by law.

9.        SEVERABILITY

9.1       If at any time any provision of this Agreement is or becomes illegal,
          invalid or unenforceable in any respect under the law of any
          jurisdiction, that shall not affect or impair:-

9.1.1     the legality, validity or enforceability in that jurisdiction of any
          other provision of this Agreement; or

9.1.2     the legality, validity or enforceability under the law of any other
          jurisdiction of that or any other provision of this Agreement.

9.2       Without prejudice to Clause 9.1, should any competent authority or
          court indicate that this Agreement will only be exempt from, or fall
          outside the scope of, any applicable laws or regulations if it is
          amended in certain respects or any provision of this Agreement be
          discovered or declared (whether formally or informally) by any
          competent authority or court to be legally void or unenforceable in
          whole or in part, then the parties shall meet with a view to reaching
          agreement upon amendments that are acceptable to the competent
          authority or court and most nearly achieve the object of the
          objectionable, allegedly void or unenforceable provision and upon such
          other amendments as may be appropriate, having regard to the changed
          nature of the Agreement.

10.       WAIVER

10.1      No delay, omission or forbearance by either party hereunder to
          exercise or enforce any right, power or remedy arising under or in
          connection with this Agreement shall operate as a waiver of that or
          any other right, power or remedy, and any single or partial exercise
          or enforcement thereof shall not preclude any other or further
          exercise or enforcement thereof or the exercise or enforcement of any
          right, power or other remedy.

10.2      A waiver of a breach of or default under any of the terms of this
          Agreement does not constitute a waiver of any other breach or default
          and shall not affect the other terms of this Agreement.

10.3      A waiver of a breach of or default under any of the terms of this
          Agreement will not prevent a party from subsequently requiring
          compliance with the waived obligation in respect of that breach or
          continued default.

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                                                                          PAGE 5

10.4      The rights, powers and remedies provided in this Agreement are
          cumulative and (subject as otherwise provided in this Agreement) are
          not exclusive of any right, power or remedy provided by law or by any
          other agreement or document.

11.       VARIATION

          This Agreement may not be released, discharged, supplemented, amended,
          varied or modified except by an instrument in writing signed by a duly
          authorized representative of each of the parties hereto.

12.       NO PARTNERSHIP

          It is acknowledged and agreed by each of the parties that neither the
          entry into nor the performance of the terms of this Agreement
          constitutes or shall constitute a partnership or joint venture between
          the parties.

13.       CONFIDENTIALITY

13.1      Each party undertakes to the other to keep secret and confidential all
          information (whether written, pictorial, in machine readable form or
          oral) and in whatever form received during the continuance of this
          Agreement or obtained as a result of entering into or performing this
          Agreement concerning the business or affairs of the other party
          including without limitation.

13.1.1    non-public information concerning the trade secrets, customers,
          suppliers or business associations of the other party; and

13.1.2    non-public information concerning the financial, operational,
          technical or commercial affairs of the other party

          all of which shall be the "Confidential Information".

13.2      Each party undertakes to the other not to use the Confidential
          Information of the other party except for the purposes of this
          Agreement and shall not (without the prior written consent of the
          other party) disclose the same to any person save to the extent
          necessary for the performance of this Agreement and except to the
          extent that such information:-

13.2.1    is required to be disclosed by the law of any relevant jurisdiction;

13.2.2    is required to be disclosed by any securities exchange or regulatory
          or governmental body to which either party is subject or submits,
          wherever situated, including (without limitation) the Securities and
          Exchange Commission, Nasdaq, the London Stock Exchange, the Financial
          Services Authority and the Panel on Takeovers and Mergers whether or
          not the requirement for information has the force of law, in which
          case the party concerned shall take all such

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                                                                          PAGE 6

          steps as may be reasonable and practicable in the circumstances to
          agree the contents of such announcement with the other party before
          making such announcement provided that, in any event, any such
          announcement shall be made only after notice to the other party;

13.2.3    is trivial or obvious;

13.2.4    is already in the public domain at the time of disclosure or
          thereafter shall fall into the public domain other than as a result of
          breach of this clause; or

13.2.5    is already in the disclosing party's possession (as evidenced by
          written records) otherwise than as a result of a breach of this
          clause; or

13.2.6    becomes known to the disclosing party from a source other than the
          other party otherwise than as a result of a breach of this clause;

13.2.7    was disclosed after the express prior written approval of the party to
          whom such information belongs and in any event subject to the
          disclosing party having notified the other in writing prior to making
          such disclosure.

13.3      Each of the parties undertakes to the other to take all such steps as
          shall from time to time be necessary to ensure compliance with the
          provisions of this clause 13 by its Group Companies, employees, agents
          and sub-contractors.

13.4      Notwithstanding anything contained elsewhere in this Agreement, the
          provisions of this clause 13 shall survive the termination or expiry
          of this Agreement.

14.       ANNOUNCEMENTS

14.1      Save as provided below, no public statement or announcement (or any
          statement or disclosure to any public or regulatory body or any other
          body which has an obligation to or which is likely to make public any
          such statement or disclosure) concerning the fact or subject matter of
          this Agreement or any ancillary matter shall be made by any party
          without the prior written approval of the other, such approval not to
          be unreasonably withheld or delayed.

14.2      Any party may make an announcement concerning the subject matter of
          this Agreement or any ancillary matter if required by:

14.2.1    the law of any relevant jurisdiction;

14.2.2    any securities, exchange or regulatory or governmental body to which
          that party is subject or submits, wherever situated, including
          (without limitation) the Securities and Exchange Commission, NASDAQ,
          the London Stock Exchange, the Financial Services Authority and

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                                                                          PAGE 7

          the Panel on Takeovers and Mergers, whether or not the requirement has
          the force of law, in which case the party concerned shall take all
          such steps as may be reasonable and practicable in the circumstances
          to agree the contents of such announcement with the other party before
          making such announcement provided that, in any event, any such
          announcement shall be made only after notice to the other party.

15.       ASSIGNMENT

15.1      Except as specifically provided in paragraph 7.4 of Schedule 2 to this
          Agreement Stratus may not without the prior written consent of Artisan
          assign or in any way dispose of to any third party its rights under
          this Agreement. Artisan may assign any of its rights to any person to
          whom or which it is transferring any of the Stratus Shares.

15.2      The assigning party shall promptly give notice to the other party of
          any permitted assignment under sub-clause 16.1 above and any purported
          assignment shall not be valid unless the assignee agrees in writing to
          be bound by the provisions of this Agreement.

16.       NOTICES

16.1      Any notice to be given hereunder shall be in writing (other than
          writing on the screen of a visual display unit or other similar device
          which shall not be treated as writing for the purposes of this clause
          unless receipt of the relevant communication is acknowledged by the
          relevant party either by electronic mail or by other written means)
          and delivered by hand or by pre-paid first class post or by facsimile
          letter or by electronic mail letter (and notices sent by facsimile or
          by electronic mail shall be confirmed immediately by pre-paid first
          class post) addressed and sent to the party to be served at the
          addresses provided in sub-clause 16.3.

16.2      Notices addressed as provided in sub-clause 16.3 shall be deemed to
          have been duly served:-

16.2.1    if sent by personal delivery, upon delivery at the address of the
          relevant party;

16.2.2    if sent by first class post, two business days after the date of
          posting if posted in the country of destination otherwise after seven
          days;

16.2.3    if sent by facsimile, when despatched provided that if any such notice
          would otherwise be deemed to be served outside working hours, such
          notice shall be deemed to be served at the start of working hours on
          the next business day; and

16.2.4    if sent by electronic mail, when receipt of the notice is acknowledged
          in accordance with Clause 15.1.

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                                                                          PAGE 8

16.3      The relevant addressee, address, electronic mail address and facsimile
          number of each party for the purpose of this Agreement are:-

<Table>
<Caption>
          NAME OF PARTY             ADDRESS AND E-MAIL ADDRESS           FACSIMILE NUMBER
          -------------             --------------------------           ----------------
          <S>                       <C>                                  <C>
          Stratus Services Group,   500 Craig Road,                      +1 732 294 1133
          Inc.                      Suite 201 Manalapan,
                                    New Jersey,
                                    USA 07726
                                    sberrios@stratusservices.com;
                                    joeraymond@stratusservices.com;
          Artisan (UK) plc          Dean House                           +44(0)1480-436-231
                                    Sovereign Court
                                    Huntingdon, Cambridgeshire,
                                    PE29 6XU TR
                                    United Kingdom
</Table>

          or such other address as any party may have previously notified to the
          other.

17.       AGENT FOR SERVICE

17.1      Stratus irrevocably agrees that any notice or process may be
          sufficiently and effectively served on it by service on its agent
          Corporation Service Company, if no replacement agent has been
          appointed and notified to the other party pursuant to Clause 17.5, or
          on the replacement agent if one has been appointed and notified to
          Artisan.

17.2      The relevant addressee, address, electronic mail address and facsimile
          number of _______________________ for the purpose of this Clause 17
          are:-

<Table>
<Caption>
          NAME OF PARTY             ADDRESS [AND E-MAIL ADDRESS]         FACSIMILE NUMBER
          <S>                       <C>                                  <C>

</Table>

17.3      Any notice or process served on ___________________ in accordance with
          this Clause 17 shall be deemed to have been duly served on Stratus
          according to the same times as those specified in Clause 16.2 above.

17.4      A copy of any notice or process served on an agent pursuant to this
          Clause 17 shall be sent by post to Stratus at its address for the time
          being for the service of notices under Clause 16, but no failure or
          delay in so doing shall prejudice the effectiveness of service of the
          relevant notice or process in accordance with Clause 17.1 above.

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                                                                          PAGE 9

17.5      If the agent referred to in Clause 17.1 (or any replacement agent
          appointed pursuant to this Clause 17.5) at any time ceases for any
          reason to act as such, Stratus shall appoint a replacement agent to
          accept service having an address for service in England and Wales and
          shall notify Artisan of the name and address of the replacement agent.
          Failing any such appointment and notification, Artisan shall be
          entitled by notice to Stratus to appoint such replacement agent to act
          on Stratus' behalf.

18.       COSTS AND EXPENSES

          Save as otherwise stated in any other provision of this Agreement,
          each party shall bear its own costs and expenses in relation to the
          negotiation, preparation, execution and carrying into effect of this
          Agreement and all other documents referred to in it.

19.       TIME OF THE ESSENCE

          It is agreed that time is of the essence of this Agreement with regard
          to the performance by Stratus of its obligations under this Agreement.

20.       RIGHTS OF THIRD PARTIES (EXCLUDING)

20.1      No person who is not a party to this Agreement shall have any right
          under the Contracts (Rights of Third Parties) Act 1999 to enforce any
          term of this Agreement.

20.2      Nothing contained in Clause 20.1 shall affect any right or remedy of
          any third party which exists or is available other than under the
          Contracts (Rights of Third Parties) Act 1999.

21.       GOVERNING LAW AND JURISDICTION

21.1      This Agreement is governed by and shall be construed in accordance
          with English law.

21.2      The courts of England have non-exclusive jurisdiction to hear and
          decide any suit, action or proceedings, and to settle any disputes,
          which may arise out of or in connection with this Agreement
          (respectively, "Proceedings" and "Disputes") and, for these purposes,
          each party hereby irrevocably submits to the jurisdiction of the
          courts of England.

21.3      Each party irrevocably waives any objection which it might at any time
          have to the courts of England being nominated as the forum to hear and
          decide any Proceedings and to settle any Disputes and agrees not to
          claim that the courts of England are not a convenient or appropriate
          forum.

21.4      Process by which any Proceedings are begun in England may be served in
          accordance with Clauses 15 and 17, provided that nothing contained in
          this sub-clause affects the right to serve process in another manner
          permitted by law.

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                                                                         PAGE 10

The common seal of                                     )
STRATUS SERVICES GROUP, INC)
was hereunto affixed presence of                       )


/s/ Joseph J. Raymond
--------------------------------------------------------
Joseph J. Raymond, Sr.
Chairman and Chief Executive Officer


/s/ Michael A. Maltzman
--------------------------------------------------------
Michael A. Maltzman
Executive Vice President and Chief Financial Officer


Executed and delivered as a deed by       )
ARTISAN  (UK) plc                         )
Acting by two directors/ a director and the             )
Secretary                                               )


/s/ Stephen Dean
------------------------------------------
Director


...........................................
Director/Secretary

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                                                                         PAGE 11

                                   SCHEDULE 1

                                   WARRANTIES

                                     PART 1

1.        DEFINITIONS

          As used in this Schedule 1, all capitalized terms not otherwise
          defined in this Agreement shall have the following meanings:

          "Affiliate"              means, as applied to any Person, (a) any
                                   other Person directly or indirectly
                                   controlling, controlled by or under common
                                   control with, that Person, (b) any other
                                   Person that owns or controls (i) 10% or more
                                   of any class of equity securities of that
                                   Person or any of its Affiliates or (ii) 10%
                                   or more of any class of equity securities
                                   (including any equity securities issuable
                                   upon the exercise of any option or
                                   convertible security) of that Person or any
                                   of its Affiliates, or (c) any director,
                                   partner, member, officer, manager, agent,
                                   employee or relative of such Person. For the
                                   purposes of this definition, "control"
                                   (including with correlative meanings, the
                                   terms "controlling", "controlled by", and
                                   "under common control with") as applied to
                                   any Person, means the possession, directly or
                                   indirectly, of the power to direct or cause
                                   the direction of the management and policies
                                   of that Person, whether through ownership of
                                   voting securities or by contract or
                                   otherwise.

          "Contract"               means any agreement (including licenses with
                                   non-governmental Persons), lease, evidence of
                                   indebtedness, mortgage, indenture, security
                                   agreement or other instrument or contract,
                                   whether written or oral.

          "Exchange Act"           means the Securities Exchange Act of
                                   1934, as amended, and the rules and
                                   regulations of the SEC thereunder.

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                                                                         PAGE 12

          "Encumbrance"            means any security interest, lien, pledge,
                                   claim, charge, escrow, encumbrance, option,
                                   right of first offer, right of first refusal,
                                   preemptive right, mortgage, indenture,
                                   security agreement or other similar
                                   agreement, arrangement, contract, commitment,
                                   understanding or obligation, whether written
                                   or oral and whether or not relating in any
                                   way to credit or the borrowing of money.

          "Governmental or         means any court, tribunal, arbitrator,
          Regulatory Authority"    authority, agency, commission, official
                                   or other instrumentality of the United
                                   States, any foreign country or any domestic
                                   or foreign state, county, city or other
                                   political subdivision.

          "Indebtedness"           means (a) all indebtedness of Stratus,
                                   including the principal of, and premium, if
                                   any, and interest (including interest
                                   accruing after the filing of a petition
                                   initiating any proceeding under any state,
                                   federal or foreign bankruptcy laws, whether
                                   or not allowable as a claim in such
                                   proceeding) on, all indebtedness, whether
                                   outstanding currently or hereafter created
                                   (i) for borrowed money, (ii) for money
                                   borrowed by others and guaranteed, directly
                                   or indirectly, by Stratus, (iii) for money
                                   borrowed by others for which Stratus provides
                                   security, (iv) constituting purchase money
                                   indebtedness the payment of which Stratus is
                                   directly or contingently liable, (v)
                                   constituting reimbursement obligations under
                                   bank letters of credit, (vi) under interest
                                   rate and currency swaps, caps, floors,
                                   collars or similar agreements or arrangements
                                   intended to protect Stratus against
                                   fluctuations in interest or currency exchange
                                   rates, (vii) under any lease of any real or
                                   personal property, which obligations are
                                   capitalised on Stratus' books in accordance
                                   with generally accepted accounting
                                   principles, or (viii) under any other
                                   arrangement under which obligations are
                                   recorded as indebtedness on Stratus' books in

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                                                                         PAGE 13

                                   accordance with generally accepted accounting
                                   principles, and (b) any modifications,
                                   refundings, deferrals, renewals or extensions
                                   of any such Indebtedness, or securities,
                                   notes or other evidences of indebtedness
                                   issued in exchange for such Indebtedness.

          "Law" or "Laws"          means all laws, statutes, rules, regulations,
                                   ordinances and other pronouncements having
                                   the effect of law of the United States, any
                                   foreign country or any domestic or foreign
                                   state, county, city or other political
                                   subdivision or of any Governmental or
                                   Regulatory Authority.

          "Material                means a material adverse effect on the
          Adverse Effect"          business or financial position of a Person
                                   and such Person's subsidiaries, taken as a
                                   whole.

          "Nasdaq"                 means the Nasdaq SmallCap Market.

          "OTC Bulletin Board"     means the NASD Over the Counter Bulletin
                                   Board.

          "Person"                 means any natural person, corporation,
                                   general partnership, limited partnership,
                                   limited liability company or partnership,
                                   proprietorship, other business organization,
                                   trust, union, association or Governmental or
                                   Regulatory Authority.

          "SEC"                    means the Securities and Exchange Commission.

          "Securities Act"         means the Securities Act of 1933, as
                                   amended, and the rules and regulations of the
                                   SEC thereunder.

          "Transfer"               means, directly or indirectly, any sale,
                                   transfer, assignment, hypothecation, pledge
                                   or other disposition of any securities of
                                   Stratus or any interests therein.

                                     PART 2

2.        REPRESENTATIONS AND WARRANTIES OF STRATUS

          Stratus hereby represents and warrants to Artisan that:

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                                                                         PAGE 14

2.1       ORGANIZATION AND QUALIFICATION.

          Stratus is a corporation duly organized, validly existing and in good
          standing under the Laws of the State of Delaware. Stratus is duly
          qualified and is authorized to do business and is in good standing as
          a foreign corporation in each state or jurisdiction where the nature
          of its business or the ownership of property make such qualification
          necessary, except where the failure of Stratus to be so qualified
          would not have a Material Adverse Effect on Stratus, and except for
          Massachusetts and New Hampshire, for which the Company has already
          made the requisite filings to obtain good standing but for which good
          standing certificates have not yet been issued.

2.2       AUTHORITY.

          Stratus has full power and authority to execute and deliver this
          Agreement, to perform its obligations hereunder and to consummate the
          transactions contemplated hereby (including the issuance, sale and
          delivery of the Stratus Shares being sold hereunder). The execution,
          delivery and performance by Stratus of this Agreement and the
          consummation by it of the transactions contemplated hereby (including
          the issuance, sale and delivery of the Stratus Shares being sold
          hereunder) have been duly and validly authorized by all necessary
          action by its Board of Directors, and no other action is necessary to
          authorise the execution, delivery and performance of this Agreement
          and the consummation by Stratus of the transactions contemplated
          hereby (including the issuance, sale and delivery of the Stratus
          Shares being sold hereunder, other than as set forth above regarding
          the shareholder approval required for the Subscription). This
          Agreement has been duly and validly executed and delivered by Stratus
          and constitutes a legal, valid and binding obligation of Stratus
          enforceable against Stratus in accordance with its terms, except as
          the enforceability thereof may be limited by bankruptcy, insolvency,
          reorganization, moratorium or other similar laws relating to the
          enforcement of creditors' rights generally and by general principles
          of equity.

2.3       VALID ISSUANCE OF STRATUS SHARES; CAPITALISATION.

          The Stratus Shares that are being purchased by Artisan hereunder, when
          issued, sold and delivered in accordance with the terms of this
          Agreement for the consideration expressed herein, will be duly and
          validly issued, fully paid, and nonassessable, and will be free of
          restrictions on transfer other than restrictions on transfer under
          this Agreement and under applicable federal and state securities laws.
          The Stratus Shares that are being purchased by Artisan hereunder will
          be quoted on Nasdaq or any other securities exchange that the Stratus
          Shares are then listed upon.

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                                                                         PAGE 15

          The authorized capital stock of Stratus consists of 30,000,000 shares,
          par value $.01 per share, of which 25,000,000 shares are common stock
          and 5,000,000 shares are preferred stock and may be issued from time
          to time in one or more series. As of the date of this Agreement,
          11,529,767 shares of common stock and 1,458,933 shares of Series A
          Preferred Stock and 263,300 shares of Series B Preferred Stock are
          issued and outstanding, and 4,264,167 shares of common stock are
          reserved for issuance upon the exercise of outstanding warrants and
          employee stock options. Except as designated in the prior sentence,
          there are no rights, subscriptions, warrants, options, conversion
          rights, calls or other agreements or commitments of any kind
          outstanding to purchase or otherwise acquire any shares of Stratus'
          stock, or any other interest or securities or obligations of any kind
          exchangeable for, or convertible into any shares of stock, of any
          class of or any other equity interest in Stratus or obligating Stratus
          to grant, extend or enter into any such agreement or commitment.

2.4       NO CONFLICTS.

          The execution and delivery by Stratus of this Agreement, the
          performance by Stratus of its obligations under this Agreement and the
          consummation of the transactions contemplated hereby (including the
          issuance, sale and delivery of the Stratus Shares being sold
          hereunder) do not and will not (i) conflict with, or constitute a
          default under, any Contract to which Stratus is a party, (ii) result
          in a violation of Stratus' organizational documents, or any order,
          judgment or decree of any court or Governmental or Regulatory
          Authority having jurisdiction over Stratus or any of its assets or
          properties or (iii) result in, or require, the creation or imposition
          of any Encumbrance upon any of the assets or properties of Stratus.

2.5       BROKERS.

          Except for Griffin Securities, Inc., who acted as an advisor and
          placement agent in this matter, no agent, broker, finder, investment
          banker, financial advisor or other similar Person will be entitled to
          any fee, commission or other compensation in connection with the
          transactions contemplated by this Agreement on the basis of any act or
          statement made or alleged to have been made by Stratus or any of its
          Affiliates.

2.6       EXEMPTION FROM REGISTRATION.

          Assuming the accuracy on the date hereof and on any other date Artisan
          purchases Stratus Shares under this Agreement of the representations
          and warranties of the Purchaser set forth in Section 3 of this
          Schedule 1, the issuance and sale of the Stratus Shares will be exempt
          from the registration requirements of the Securities Act.

2.7       LITIGATION.

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                                                                         PAGE 16

          There are no actions, suits, proceedings or investigations pending, or
          to the knowledge of Stratus, threatened, against or affecting Stratus,
          except for those that could not reasonably be expected to have either
          individually or in the aggregate a Material Adverse Effect on Stratus.
          Stratus is not in default with respect to any order, writ, injunction,
          judgment, decree or rule of any Governmental or Regulatory Authority,
          except for such defaults that could not reasonably be expected to have
          either individually or in the aggregate a Material Adverse Effect on
          Stratus.

2.8       NO DEFAULTS.

          Stratus is not in default, and no event has occurred and no condition
          exists which constitutes, or which with the passage of time or the
          giving of notice or both would constitute, a default in the payment of
          any material Indebtedness.

2.9       SEC REPORTS AND FINANCIAL STATEMENTS.

          (a)  Stratus has filed all forms, reports and documents required to be
               filed by it pursuant to Section 13 or Section 15(d) of the
               Exchange Act within the last 12 months on a timely basis or has
               received a valid extension of time for filing. Stratus has made
               available to the Purchaser Stratus' Annual Report on Form 10-K as
               amended by Form 10-K/A for the fiscal year ended September 30,
               2001 and its Quarterly Report on Form 10-Q for the quarter ended
               December 31, 2001 (the "SEC Reports"). Each SEC Report complied
               as to form in all material respects with the rules and
               regulations of the SEC under the Exchange Act on the date of
               filing and as of such date (or if amended or superseded by a
               filing prior to the date of this Agreement, on the date of such
               filing) did not contain any untrue statement of a material fact
               required to be stated therein or necessary to make the statements
               therein, in the light of the circumstances under which they were
               made, not misleading.

          (b)  Each of the consolidated financial statements (including, in each
               case, any related notes thereto) (the "Financial Statements")
               contained in the SEC Report (i) was prepared in accordance with
               generally accepted accounting principles ("GAAP") applied on a
               consistent basis throughout the periods involved (except as may
               be expressly described in the notes thereto) and (ii) fairly
               presents in all material respects the consolidated financial
               position of Stratus as at the respective dates thereof and the
               consolidated results of its operations and cash flows for the
               periods indicated.

2.10      EVENTS SUBSEQUENT TO THE DATE OF THE LAST FINANCIAL STATEMENT.

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                                                                         PAGE 17

          Since December 31, 2001 (the "Financial Statements Date"), Stratus has
          not (i) sold, assigned, transferred or granted any exclusive license
          with respect to any patent, trademark, trade name, service mark,
          copyright, trade secret or other intangible asset necessary for the
          operation of Stratus' business substantially as now conducted, (ii)
          suffered any loss of property that had a Material Adverse Effect on
          Stratus or waived any right of substantial value to Stratus other than
          in the ordinary course of business or (iii) entered into any
          commitment, obligation, understanding or other arrangement, contingent
          or otherwise, to effect, directly or indirectly, any of the foregoing
          except the sale of Stratus' engineering division, the details of which
          are set forth in Stratus Form 10-K/A filed with the Securities and
          Exchange Commission on March 5, 2002. Since the Financial Statements
          Date, no events have occurred which individually or collectively have
          had a Material Adverse Effect on Stratus.

2.11      ABSENCE OF UNDISCLOSED LIABILITIES.

          Since the Financial Statements Date, Stratus has not had any loss
          contingency (as defined in Statement of Financial Accounting Standards
          No. 5), whether matured or unmatured, fixed or contingent, that could
          have a Material Adverse Effect on Stratus, except (i) obligations to
          perform under commitments or other obligations incurred in the
          ordinary course of business and (ii) tax and related liabilities.

2.12      TITLE TO ASSETS, PROPERTIES AND RIGHTS.

          Stratus has good and marketable title (or a valid leasehold interest)
          to all of the assets (whether real, personal or mixed) necessary for
          the conduct of Stratus' business substantially as now conducted, free
          and clear of all Encumbrances, except for (i) liens for current taxes,
          assessments and other governmental charges not yet due and payable for
          which reserves have been established as required by generally accepted
          accounting principles; (ii) easements, covenants, conditions and
          restrictions (whether or not of record) as to which no material
          violation or encroachment exists or, if such violation or encroachment
          exists, as to which the cure of such violation or encroachment would
          not materially interfere with the conduct of Stratus' business; (iii)
          any Zoning or other governmentally established restrictions or
          encumbrances; (iv) workers or unemployment compensation liens arising
          in the ordinary course of business; or (v) mechanic's, materialman's,
          supplier's, vendor's or similar liens arising in the ordinary course
          of business securing amounts which are not delinquent. (The matters
          set forth in the foregoing clauses (i) through (v) being referred to
          herein as the "Permitted Encumbrances"). Such assets are in such
          operating condition and repair as is suitable for the uses for which
          they are used in Stratus' business, are not subject to any condition
          which materially interferes with the use thereof by Stratus, and
          constitute all

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                                                                         PAGE 18

          assets, properties, interests in properties and rights necessary to
          permit Stratus to carry on its business after the date of this
          Agreement substantially as conducted by Stratus prior thereto.

2.13      PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES.

          Stratus (i) owns or possesses all the patents, trademarks, service
          marks, trade names, copyrights and licenses therefor necessary for the
          conduct of Stratus' business substantially as now conducted without
          any known conflict with the rights of others that are likely to have a
          Material Adverse Effect on Stratus and (ii) has allocated or licensed
          all such patents, trademarks, service marks, trade names, copyrights
          and licenses to Stratus for use by Stratus in its business. To the
          best knowledge of Stratus, Stratus has not interfered with, infringed
          upon or misappropriated any intellectual property rights of any Person
          or committed any acts of unfair competition with respect to the
          operation of Stratus' business, and Stratus has not received from any
          Person in the past five years (or since its inception, if shorter) any
          notice, charge, complaint, claim or assertion thereof, and no such
          claim is impliedly threatened by an offer to license from another
          Person under a claim of use. No activity, service or procedure
          currently conducted by Stratus violates in any material respect any
          Contract of Stratus with any third Person relating to any intellectual
          property rights.

2.14      GOVERNMENTAL CONSENTS.

          Stratus has, and is in good standing with respect to, all governmental
          consents, approvals, licenses, authoriSations, permits, certificates,
          inspections and franchises necessary to continue to conduct Stratus'
          business substantially as now conducted and to own or lease and
          operate the assets and properties necessary for the conduct by Stratus
          of its business substantially as now conducted except for such
          failures that could not reasonably be expected to have either
          individually or in the aggregate a Material Adverse Effect on Stratus.

2.15      NO CONSENT OR APPROVAL REQUIRED.

          No consent, approval or authorization of, or declaration to or filing
          with, any Person is required by Stratus for the valid authorization,
          execution and delivery by Stratus of this Agreement or its
          consummation of the transactions contemplated hereby (including the
          issuance, sale and delivery of the Stratus Shares being sold
          hereunder, other than those set forth above regarding the Subscription
          for which shareholder approval is required), other than those
          consents, approvals, authorizations, declarations or filings which
          have been obtained or made, as the case may be, required filings with
          the SEC and Nasdaq, and that the failure to obtain or make would not
          have a Material Adverse Effect on Stratus.

2.16      COMPLIANCE WITH LAWS.

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                                                                         PAGE 19

          Stratus has duly complied with, and the assets and properties,
          business operations and leaseholds used in connection with the
          business of Stratus are in compliance with, the provisions of all laws
          applicable to Stratus, its assets and properties or the conduct of its
          business and there have been no citations, notices or orders of
          non-compliance issued to Stratus under any such law, rule or
          regulation, except for such non-compliance which could not reasonably
          be expected to have either individually or in the aggregate a Material
          Adverse Effect on Stratus.

2.17      LABOUR RELATIONS.

          Stratus' employees are not subject to any collective bargaining
          agreement. There are no material grievances, disputes or controversies
          with any union or any other organization of Stratus' employees, or
          threats of strikes, work stoppages or any asserted pending demands for
          collective bargaining by any union or organization, that could have a
          Material Adverse Effect on Stratus.

                                     PART 3

3.        REPRESENTATIONS AND WARRANTIES OF ARTISAN

          Artisan hereby represents and warrants to Stratus that:

3.1       Artisan is acquiring the Stratus Shares for its own account as
          principal, for investment purposes only, and not for or with a view to
          the resale, distribution or granting of a participation therein, in
          whole or in part, in violation of the Securities Act.

3.2       Artisan acknowledges its understanding that the offering and sale of
          the Stratus Shares has not been registered under the Securities Act,
          on the basis of the exemption in Section 4(2) thereof relating to
          transactions not involving a public offering, or any state securities
          laws. Artisan understands that Stratus' reliance on the Section 4(2)
          exemption is based on the representations herein made by Artisan.
          Artisan is an "Accredited Investor" as that term is defined in
          Regulation D under the Securities Act.

3.3       Artisan acknowledges that it is familiar with the limitations which
          are imposed by the Securities Act on any Transfer of an interest in
          the Stratus Shares. Artisan understands and acknowledges that it may
          have to bear the economic risk of its investment in the Stratus Shares
          for an indefinite period of time unless the Stratus Shares are
          subsequently registered under the Securities Act or an exemption
          therefrom is available. Artisan hereby agrees that the Stratus Shares
          will not be Transferred other than (i) pursuant to a registration
          under the Securities Act or pursuant to an exemption therefrom and
          (ii) in compliance with any applicable state securities laws.

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                                                                         PAGE 20

3.4       Artisan has been given access to all information regarding Stratus and
          the business, condition and operations of Stratus that Artisan has
          requested in order to evaluate its investment in the Stratus Shares.
          Artisan has been given the opportunity to ask questions of, and to
          receive answers from, representatives of Stratus concerning the terms
          and conditions of the offering of the Stratus Shares and other matters
          pertaining to such Artisan's investment in the Stratus Shares.

3.5       Artisan understands that the Stratus Shares will initially bear the
          following legend:

          "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THIS SECURITY
          MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (i) AN
          EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR
          (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER AND UNDER
          APPLICABLE STATE SECURITIES LAWS AS TO WHICH AN OPINION OF COUNSEL
          SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO STRATUS."

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                                                                         PAGE 21

                                   SCHEDULE 2

                               REGISTRATION RIGHTS

1.        DEFINITIONS

          As used in this Schedule 2, the following terms shall have the
          following meanings:

          "Common Stock"           shall mean the Company's Common Stock, par
                                   value $0.01 per share.

          "Company"                shall mean Stratus Services Group, Inc.

          "Investor"               shall mean Artisan and each of its affiliates
                                   or permitted transferees who is a subsequent
                                   holder of any Registrable Securities.

          "Prospectus"             shall mean the prospectus included in any
                                   Registration Statement, as amended or
                                   supplemented by any prospectus supplement,
                                   with respect to the terms of the offering of
                                   any portion of the Registrable Securities or
                                   Additional Registrable Securities covered by
                                   such Registration Statement and by all other
                                   amendments and supplements to the prospectus,
                                   including post-effective amendments and all
                                   material incorporated by reference in such
                                   prospectus.

          "Register," "registered" refer to a registration made by preparing
          and "registration"       and filing a registration statement or
                                   similar document in compliance with the
                                   1933 Act (as defined  below), and the
                                   declaration or ordering of effectiveness of
                                   such registration statement or document.

          "Registrable Securities" shall mean the Common Stock shares issuable
                                   to Artisan upon the conversion of Preferred
                                   Shares held by it, and any other securities
                                   issued or issuable with respect to or in
                                   exchange for Registrable Securities.

          "Registration Statement" shall mean any registration statement of the
                                   Company filed under the 1933 Act that covers
                                   the resale of any of the Registrable
                                   Securities, pursuant to the provisions of
                                   this agreement, amendments and

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                                                                         PAGE 22

                                   supplements to such Registration Statement,
                                   including post-effective amendments, all
                                   exhibits and all material incorporated by
                                   reference in such Registration Statement.

          "SEC"                    means the U.S. Securities and Exchange
                                   Commission.

          "1933 Act"               means the Securities Act of 1933, as amended,
                                   and the rules and regulations promulgated
                                   thereunder.

          "1934 Act"               means the Securities Exchange Act of 1934, as
                                   amended, and the rules and regulations
                                   promulgated thereunder.

2.        REGISTRATION.

2.1       Registration Statements.

2.1.1     Registrable Securities.

          Promptly on request of either of the Investor (but no later than
          thirty (30) days after such request), the Company shall prepare and
          file with the SEC one Registration Statement on Form S-3 (or, if Form
          S-3 is not then available to the Company, on such form of registration
          statement as is then available to effect a registration for resale of
          all of the Registrable Securities, subject to the Investor's consent),
          covering the resale of the Registrable Securities in an amount equal
          to the number of shares of Common Stock underlying the Preferred
          Shares held by the Investor. A second Registration Statement will be
          filed by Stratus when, and if, necessary to register the maximum
          number of shares which might be issued pursuant to clause 4 of this
          agreement. Such Registration Statements also shall cover, to the
          extent allowable under the 1933 Act and the Rules promulgated
          thereunder (including Rule 416), such indeterminate number of
          additional shares of Common Stock resulting from stock splits, stock
          dividends or similar transactions with respect to the Registrable
          Securities. No securities held by a third party shall be included in
          the Registration Statement without the consent of the Investor. The
          Registration Statement (and each amendment or supplement thereto, and
          each request for acceleration of effectiveness thereof) shall be
          provided in accordance with Section 3(c) to the Investor and its
          counsel prior to its filing or other submission.

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                                                                         PAGE 23

2.2       Expenses.

          The Company will pay all expenses associated with registration
          hereunder, including the Investor's reasonable expenses in connection
          with the registration but excluding discounts, commissions, fees of
          underwriters, selling brokers, dealer managers or similar securities
          industry professionals.

2.3       Effectiveness.

2.3.1     The Company shall use its best efforts to have each Registration
          Statement declared effective as soon as practicable. If (A) the
          Registration Statement covering Registrable Securities is not declared
          effective by the SEC within one hundred and twenty (120) days
          following a request (the "Registration Date"), (B) after a
          Registration Statement has been declared effective by the SEC, sales
          cannot be made pursuant to such Registration Statement for any reason
          (including without limitation by reason of a stop order, or the
          Company's failure to update the Registration Statement) but except as
          excused pursuant to subparagraph (ii) below, or (C) the Common Stock
          generally or the Registrable Securities specifically are not listed or
          included for quotation on the American Stock Exchange, the Nasdaq
          National Market System, the Nasdaq SmallCap Market, the OTC Bulletin
          Board or the New York Stock Exchange then the Company will make pro
          rata payments to each Investor, as liquidated damages and not as a
          penalty, in an amount equal to 2% of the aggregate amount paid by such
          Investor to the Company for shares of Common Stock still held by such
          Investor for any month or pro rata for any portion thereof following
          the Registration Date during which any of the events described in (A)
          or (B) or (C) above occurs and is continuing (the "Blackout Period").
          Each such payment shall be due and payable within five (5) days of the
          end of each month (or ending portion thereof) of the Blackout Period.
          Such payments shall be in partial compensation to the Investor, and
          shall not constitute the Investor's exclusive remedy for such events.
          The Blackout Period shall terminate upon (x) the effectiveness of the
          applicable Registration Statement (or in the case of (B), an
          amendment) in the case of (A) and (B) above; (y) listing or inclusion
          of the Common Stock on the American Stock Exchange, the Nasdaq
          National Market System, the Nasdaq Small Cap Market or the New York
          Stock Exchange in the case of (C) above; and (z) in the case of the
          events described in (A) or (B) above, the earlier termination of the
          Registration Period (as defined in Section 3(a) below). The amounts
          payable as liquidated damages pursuant to this paragraph shall be
          payable, at the option of the Investor, in lawful money of the United
          States or in shares of Common Stock at the Market Value and amounts
          payable as liquidated damages shall be paid monthly within two (2)
          business days of the last day of each month following the commencement
          of the Blackout Period until the termination of the Blackout

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                                                                         PAGE 24

          Period. Amounts payable as liquidated damages hereunder shall cease
          when an Investor no longer holds Registrable Securities.

2.3.2     For not more than ten (10) consecutive trading days or for a total of
          not more than twenty (20) trading days in any twelve (12) month
          period, the Company may delay updating the Registration Statement to
          disclose material non-public information concerning the Company, the
          disclosure of which at the time is not, in the good faith opinion of
          the Company, in the best interests of the Company (an "Allowed
          Delay"); provided, that the Company shall promptly (a) notify the
          Investor in writing of the existence of (but in no event, without the
          prior written consent of an Investor, shall the Company disclose to
          such Investor any of the facts or circumstances regarding) material
          non-public information giving rise to an Allowed Delay, and (b) advise
          the Investor in writing to cease all sales under the Registration
          Statement until the end of the Allowed Delay.

3.        COMPANY OBLIGATIONS

          The Company will use its best efforts to effect the registration of
          the Registrable Securities in accordance with the terms hereof, and
          pursuant thereto the Company will, as expeditiously as possible:

3.1       use its best efforts to cause such Registration Statement to become
          effective and to remain continuously effective for a period that will
          terminate upon the earlier of (i) the date on which all Registrable
          Securities covered by such Registration Statement, as amended from
          time to time, have been sold, and (ii) the date on which all
          Registrable Securities may be sold pursuant to Rule 144(k) (the
          "Registration Period");

3.2       prepare and file with the SEC such amendments and post-effective
          amendments to the Registration Statement and the Prospectus as may be
          necessary to keep the Registration Statement effective for the period
          specified in Section 3(a) and to comply with the provisions of the
          1933 Act and the 1934 Act with respect to the distribution of all
          Registrable Securities, Second Closing Registrable Securities and
          Additional Registrable Securities; provided that, at least five (5)
          business days prior to the filing of a Registration Statement or
          Prospectus, or any amendments or supplements thereto, the Company will
          furnish to the Investors copies of all documents proposed to be filed,
          which documents will be subject to the comments of the Investor, which
          must be received within such five (5) business day period;

3.3       permit counsel designated by the Investor to review each Registration
          Statement and all amendments and supplements thereto no fewer than
          seven (7) days prior to their filing with the SEC and not file any
          document to which such counsel reasonably objects;

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                                                                         PAGE 25

3.4       furnish to the Investor and their legal counsel (i) promptly after the
          same is prepared and publicly distributed, filed with the SEC, or
          received by the Company, one copy of any Registration Statement and
          any amendment thereto, each preliminary prospectus and Prospectus and
          each amendment or supplement thereto, and each letter written by or on
          behalf of the Company to the SEC or the staff of the SEC, and each
          item of correspondence from the SEC or the staff of the SEC, in each
          case relating to such Registration Statement (other than any portion
          of any thereof which contains information for which the Company has
          sought confidential treatment), and (ii) such number of copies of a
          Prospectus, including a preliminary prospectus, and all amendments and
          supplements thereto and such other documents as each Investor may
          reasonably request in order to facilitate the disposition of the
          Registrable Securities owned by such Investor;

3.5       in the event the Company selects an underwriter for the offering, the
          Company shall enter into and perform its reasonable obligations under
          an underwriting agreement, in usual and customary form, including,
          without limitation, customary indemnification and contribution
          obligations, with the underwriter of such offering;

3.6       if required by the underwriter, or if any Investor is described in the
          Registration Statement as an underwriter, the Company shall furnish,
          on the effective date of the Registration Statement, on the date that
          Registrable Securities are delivered to an underwriter, if any, for
          sale in connection with the Registration Statement and at periodic
          intervals thereafter from time to time on request, (i) an opinion,
          dated as of such date, from independent legal counsel representing the
          Company for purposes of such Registration Statement, in form, scope
          and substance as is customarily given in an underwritten public
          offering, addressed to the underwriter and the Investor and (ii) a
          letter, dated such date, from the Company's independent certified
          public accountants in form and substance as is customarily given by
          independent certified public accountants to underwriters in an
          underwritten public offering, addressed to the underwriter and the
          Investor;

3.7       make effort to prevent the issuance of any stop order or other
          suspension of effectiveness and, if such order is issued, obtain the
          withdrawal of any such order at the earliest possible moment;

3.8       furnish to each Investor at least five copies of the Registration
          Statement and any post-effective amendment thereto, including
          financial statements and schedules by air mail within two business
          days of the effective date thereof;

3.9       prior to any public offering of Registrable Securities use its
          reasonable best efforts to register or qualify or cooperate with the
          Investor and their counsel in connection with the registration or
          qualification of such Registrable Securities for offer and sale under
          the securities or blue

<Page>

                                                                         PAGE 26

          sky laws of such jurisdictions requested by the Investor and do any
          and all other reasonable acts or things necessary or advisable to
          enable the distribution in such jurisdictions of the Registrable
          Securities covered by the Registration Statement;

3.10      cause all Registrable Securities covered by a Registration Statement
          to be listed on each securities exchange, interdealer quotation system
          or other market on which similar securities issued by the Company are
          then listed;

3.11      immediately notify the Investor, at any time when a Prospectus
          relating to the Registrable Securities is required to be delivered
          under the Securities Act, upon discovery that, or upon the happening
          of any event as a result of which, the Prospectus included in such
          Registration Statement, as then in effect, includes an untrue
          statement of a material fact or omits to state any material fact
          required to be stated therein or necessary to make the statements
          therein not misleading in the light of the circumstances then
          existing, and at the request of any such holder, promptly prepare and
          furnish to such holder a reasonable number of copies of a supplement
          to or an amendment of such Prospectus as may be necessary so that, as
          thereafter delivered to the purchasers of such Registrable Securities
          such Prospectus shall not include an untrue statement of a material
          fact or omit to state a material fact required to be stated therein or
          necessary to make the statements therein not misleading in the light
          of the circumstances then existing; and

3.12      otherwise use its best efforts to comply with all applicable rules and
          regulations of the SEC under the 1933 Act and the 1934 Act, take such
          other actions as may be reasonably necessary to facilitate the
          registration of the Registrable Securities hereunder; and make
          available to its security holders, as soon as reasonably practicable,
          but not later than the Availability Date (as defined below), an
          earnings statement covering a period of at least twelve months,
          beginning after the effective date of each Registration Statement,
          which earnings statement shall satisfy the provisions of Section 11(a)
          of the 1933 Act (for the purpose of this subsection 3(l),
          "Availability Date" means the 45th day following the end of the fourth
          fiscal quarter that includes the effective date of such Registration
          Statement, except that, if such fourth fiscal quarter is the last
          quarter of the Company's fiscal year, "Availability Date" means the
          90th day after the end of such fourth fiscal quarter).

4.        DUE DILIGENCE REVIEW; INFORMATION

          The Company shall make available, during normal business hours, for
          inspection and review by the Investor, advisors to and representatives
          of the Investor (who may or may not be affiliated with the Investor
          and who are reasonably acceptable to the Company), any underwriter
          participating in any disposition of Common Stock on behalf of the
          Investor pursuant to the Registration Statement or amendments or
          supplements thereto or any blue

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                                                                         PAGE 27

          sky, NASD, OTC Bulletin Board or other filing, all financial and other
          records, all SEC Documents and other filings with the SEC, and all
          other corporate documents and properties of the Company as may be
          reasonably necessary for the purpose of such review, and cause the
          Company's officers, directors and employees, within a reasonable time
          period, to supply all such information reasonably requested by the
          Investor or any such representative, advisor or underwriter in
          connection with such Registration Statement (including, without
          limitation, in response to all questions and other inquiries
          reasonably made or submitted by any of them), prior to and from time
          to time after the filing and effectiveness of the Registration
          Statement for the sole purpose of enabling the Investor and such
          representatives, advisors and underwriters and their respective
          accountants and attorneys to conduct initial and ongoing due diligence
          with respect to the Company and the accuracy of the Registration
          Statement.

5.        OBLIGATIONS OF THE INVESTOR.

5.1       The Investor shall furnish in writing to the Company such information
          regarding itself, the Registrable Securities held by it and the
          intended method of disposition of the Registrable Securities held by
          it, as shall be reasonably required to effect the registration of such
          Registrable Securities and shall execute such documents in connection
          with such registration as the Company may reasonably request. At least
          fifteen (15) business days prior to the first anticipated filing date
          of any Registration Statement, the Company shall notify each Investor
          of the information the Company requires from such Investor if such
          Investor elects to have any of the Registrable Securities included in
          the Registration Statement. An Investor shall provide such information
          to the Company at least five (5) business days prior to the first
          anticipated filing date of such Registration Statement if such
          Investor elects to have any of the Registrable Securities included in
          the Registration Statement.

5.2       Each Investor, by its acceptance of the Registrable Securities, if
          any, agrees to cooperate with the Company as reasonably requested by
          the Company in connection with the preparation and filing of a
          Registration Statement hereunder, unless such Investor has notified
          the Company in writing of its election to exclude all of its
          Registrable Securities from the Registration Statement.

5.3       Each Investor agrees that, upon receipt of any notice from the Company
          of the happening of any event rendering a Registration Statement no
          longer effective, such Investor will immediately discontinue
          disposition of Registrable Securities, pursuant to the Registration
          Statement covering such Registrable Securities until the Investor's
          receipt of the copies of the supplemented or amended prospectus filed
          with the SEC and declared effective and, if so directed by the
          Company, the Investor shall deliver to the Company (at the expense of
          the Company) or destroy (and deliver to the Company a certificate of
          destruction) all copies in

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          the Investor's possession of the prospectus covering the Registrable
          Securities current at the time of receipt of such notice.

6.        INDEMNIFICATION

6.1       Indemnification by Company.

          The Company agrees to indemnify and hold harmless, to the fullest
          extent permitted by law, the Investor, each of its officers,
          directors, partners and employees each person who controls the
          Investor and each underwriter for the Investor (within the meaning of
          the 1933 Act) against all losses, claims, damages, liabilities, costs
          (including, without limitation, reasonable attorney's fees) and
          expenses imposed on such person caused by (i) any untrue or alleged
          untrue statement of a material fact contained in any Registration
          Statement, Prospectus or any preliminary prospectus or any amendment
          or supplement thereto or any omission or alleged omission to state
          therein a material fact required to be stated therein or necessary to
          make the statements therein not misleading, except insofar as the same
          are based upon any information furnished in writing to the Company by
          such Investor or such Underwriters as the case may be, expressly for
          use therein, or (ii) any violation by the Company of any federal,
          state or common law, rule or regulation applicable to the Company in
          connection with any Registration Statement, Prospectus or any
          preliminary prospectus, or any amendment or supplement thereto, and
          shall reimburse in accordance with subparagraph (c) below, each of the
          foregoing persons for any legal and any other expenses reasonably
          incurred in connection with investigating or defending any such
          claims. Indemnity under this Section 5(a) shall remain in full force
          and effect regardless of any investigation made by or on behalf of any
          indemnified party and shall survive the permitted transfer of the
          Registrable Securities.

6.2       Indemnification by Holder.

          In connection with any registration pursuant to the terms of this
          Agreement, each Investor will furnish to the Company in writing such
          information as the Company reasonably requests concerning the holders
          of Registrable Securities or the proposed manner of distribution for
          use in connection with any Registration Statement or Prospectus and
          agrees, severally but not jointly, to indemnify and hold harmless, to
          the fullest extent permitted by law, the Company, its directors,
          officers, employees, stockholders and each person who controls the
          Company (within the meaning of the 1933 Act) against any losses,
          claims, damages, liabilities and expense (including reasonable
          attorney's fees) resulting from any untrue statement of a material
          fact or any omission of a material fact required to be stated in the
          Registration Statement or Prospectus or preliminary prospectus or
          amendment or supplement thereto or necessary to make the statements
          therein not misleading, to the extent, but only to

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                                                                         PAGE 29

          the extent that such untrue statement or omission is contained in any
          information furnished in writing by such Investor to the Company
          specifically for inclusion in such Registration Statement or
          Prospectus or amendment or supplement thereto and that such
          information was substantially relied upon by the Company in
          preparation of the Registration Statement or Prospectus or any
          amendment or supplement thereto. In no event shall the liability of an
          Investor be greater in amount than the dollar amount of the proceeds
          (net of all expense paid by such Investor and the amount of any
          damages such holder has otherwise been required to pay by reason of
          such untrue statement or omission) received by such Investor upon the
          sale of the Registrable Securities, Second Closing Registrable
          Securities or Additional Registrable Securities included in the
          Registration Statement giving rise to such indemnification obligation.

6.3       Conduct of Indemnification Proceedings.

          Any person entitled to indemnification hereunder shall (i) give prompt
          notice to the indemnifying party of any claim with respect to which it
          seeks indemnification and (ii) permit such indemnifying party to
          assume the defense of such claim with counsel reasonably satisfactory
          to the indemnified party; PROVIDED that any person entitled to
          indemnification hereunder shall have the right to employ separate
          counsel and to participate in the defense of such claim, but the fees
          and expenses of such counsel shall be at the expense of such person
          unless (a) the indemnifying party has agreed to pay such fees or
          expenses, or (b) the indemnifying party shall have failed to assume
          the defense of such claim and employ counsel reasonably satisfactory
          to such person or (c) in the reasonable judgment of any such person,
          based upon written advice of its counsel, a conflict of interest
          exists between such person and the indemnifying party with respect to
          such claims (in which case, if the person notifies the indemnifying
          party in writing that such person elects to employ separate counsel at
          the expense of the indemnifying party, the indemnifying party shall
          not have the right to assume the defense of such claim on behalf of
          such person); and PROVIDED, FURTHER, that the failure of any
          indemnified party to give notice as provided herein shall not relieve
          the indemnifying party of its obligations hereunder, except to the
          extent that such failure to give notice shall materially adversely
          affect the indemnifying party in the defense of any such claim or
          litigation. It is understood that the indemnifying party shall not, in
          connection with any proceeding in the same jurisdiction, be liable for
          fees or expenses of more than one separate firm of attorneys at any
          time for all such indemnified parties. No indemnifying party will,
          except with the consent of the indemnified party, consent to entry of
          any judgment or enter into any settlement that does not include as an
          unconditional term thereof the giving by the claimant or plaintiff to
          such indemnified party of a release from all liability in respect of
          such claim or litigation.

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                                                                         PAGE 30

6.4       Contribution.

          If for any reason the indemnification provided for in the preceding
          paragraphs (a) and (b) is unavailable to an indemnified party or
          insufficient to hold it harmless, other than as expressly specified
          therein, then the indemnifying party shall contribute to the amount
          paid or payable by the indemnified party as a result of such loss,
          claim, damage or liability in such proportion as is appropriate to
          reflect the relative fault of the indemnified party and the
          indemnifying party, as well as any other relevant equitable
          considerations. No person guilty of fraudulent misrepresentation
          within the meaning of Section 11(f) of the 1933 Act shall be entitled
          to contribution from any person not guilty of such fraudulent
          misrepresentation. In no event shall the contribution obligation of a
          holder of Registrable Securities be greater in amount than the dollar
          amount of the proceeds (net of all expenses paid by such holder and
          the amount of any damages such holder has otherwise been required to
          pay by reason of such untrue or alleged untrue statement or omission
          or alleged omission) received by it upon the sale of the Registrable
          Securities giving rise to such contribution obligation.

7.        MISCELLANEOUS.

7.1       Amendments and Waivers.

          This Agreement may be amended only by a writing signed by the parties
          hereto. The Company may take any action herein prohibited, or omit to
          perform any act herein required to be performed by it, only if the
          Company shall have obtained the written consent to such amendment,
          action or omission to act, of each Investor.

7.2       Notices.

          All notices and other communications provided for or permitted
          hereunder shall be made as set forth in Section 7.4 of the Purchase
          Agreement.

7.3       Assignments and Transfers by Investor.

          This Agreement and all the rights and obligations of the Investor
          hereunder may not be assigned or transferred to any transferee or
          assignee except to an affiliate or permitted transferee of an Investor
          who is a subsequent holder of any Registrable Securities, Second
          Closing Registrable Securities or Additional Registrable Securities.

7.4       Assignments and Transfers by the Company.

          This Agreement may not be assigned by the Company without the prior
          written consent of each Investor, except that without the prior
          written consent of the Investor, but after notice duly given, the
          Company shall assign its rights and delegate its duties hereunder to
          any

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                                                                         PAGE 31

          successor-in-interest corporation, and such successor-in-interest
          shall assume such rights and duties, in the event of a merger or
          consolidation of the Company with or into another corporation or the
          sale of all or substantially all of the Company's assets.

7.5       Benefits of the Agreement.

          The terms and conditions of this Agreement shall inure to the benefit
          of and be binding upon the respective permitted successors and assigns
          of the parties. Nothing in this Agreement, express or implied, is
          intended to confer upon any party other than the Company and the
          Investor or their respective successors and assigns any rights,
          remedies, obligations, or liabilities under or by reason of this
          Agreement, except for right to indemnify and as otherwise expressly
          provided in this Agreement.

7.6       Counterparts.

          This Agreement may be executed in two or more counterparts, each of
          which shall be deemed an original, but all of which together shall
          constitute one and the same instrument.

7.7       Titles and Subtitles.

          The titles and subtitles used in this Agreement are used for
          convenience only and are not to be considered in construing or
          interpreting this Agreement.

7.8       Severability.

          If one or more provisions of this Agreement are held to be
          unenforceable under applicable law, such provision shall be excluded
          from this Agreement and the balance of this Agreement shall be
          interpreted as if such provision were so excluded and shall be
          enforceable in accordance with its terms to the fullest extent
          permitted by law.

7.9       Further Assurances.

          The parties shall execute and deliver all such further instruments and
          documents and take all such other actions as may reasonably be
          required to carry out the transactions contemplated hereby and to
          evidence the fulfilment of the agreements herein contained.

7.10      Entire Agreement.

          This Agreement is intended by the parties as a final expression of
          their agreement and intended to be a complete and exclusive statement
          of the agreement and understanding of the parties hereto in respect of
          the subject matter contained herein. This Agreement supersedes all
          prior agreements and understandings between the parties with respect
          to such subject matter.

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                                                                         PAGE 32

7.11      Applicable Law.

          The provision of this schedule shall be governed by, and construed in
          accordance with, the laws of the State of New Jersey without regard to
          principles of conflicts of law and the parties hereby submit to the
          non-exclusive jurisdiction of the courts of England and the courts of
          New Jersey.