Exhibit 10.3.2

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS FIRST AMENDMENT, dated as of June 12, 2001, is entered into by and between CAPITAL
TEMPFUNDS, INC., a North Carolina corporation (herein called "TEMPFUNDS") and STRATUS SERVICES GROUP, INC., a Delaware corporation (herein called "BORROWER")

RECITALS:

AGREEMENT

IN CONSIDERATIONof the above recitals and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.     The
above recitals are true and correct and are incorporated herein by this reference.

2.     Each
of the terms defined in the Agreement unless otherwise defined herein, shall have the same meaning when used herein.

3.     The
terms of the Agreement are hereby amended as follows:





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4.     Upon
the effectiveness of this Amendment, each reference in the Agreement to the "Agreement", "hereunder", "herein", "hereof", or words of like import referring to the
Agreement shall mean and be a reference to the Agreement as amended by this Amendment.

5.     This
Amendment shall be deemed to be a contract under and subject to and shall be construed for all purposes and in accordance with the laws of the State of North
Carolina.

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

7.     Except
as above amended, the Agreement shall continue in full force and effect, and is binding upon the Borrower without any setoffs, defenses or counterclaims of any
kind whatsoever.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment, which shall be effective with the date of the Amendment.

|Witnesses:               |  | STRATUS SERVICES GROUP, INC
|------------------------ |  | ---------------------------
|                         |  |                            
|/s/J TODD RAYMOND        |  | By:                        
|                         |  |                            
|/s/LORRAINE C. GALLAGHER |  |                            
|STATE OF                 |  | New Jersey                 
|COUNTY OF                |  | Monmouth                   

2

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The foregoing instrument acknowledged before me this 12th day of June 2001, by Joseph J. Raymond, as President of Stratus Services
Group, Inc., a Delaware corporation, on behalf of the corporation. He is personally known to me or has produced                    as
identification and did (did not) take an oath.

|              |  | /s/LYNNE K. MORRISON(Notary Signature)                                                                      
|------------- |  | ------------------------------------------------------------------------------------------------------------
|(NOTARY SEAL) |  |                                                                                                             
|              |  | LYNNE K. MORRISON(Notary Name Printed)                                                                      
|              |  | NOTARY PUBLIC, State of New Jersey
No. 2078353
Qualified in Monmouth County
Commission Expires July 28, 2005

|                  |  |     |  |                                                      
|----------------- |  | --- |  | -----------------------------------------------------
|                  |  |     |  | CAPITAL TEMP FUNDS, INC.
a North Carolina corporation
|                  |  |     |  |                                                      
|/s/TERESSA LITTLE |  | By: |  | /s/MICHAEL J. SULLIVAN                               
|                  |  |     |  |                                                      
|/s/ANDREA HARTMAN |  |     |  | Michael J. Sullivan
Senior Vice President            

3

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STATE OF NORTH CAROLINA
COUNTY OF UNION

The
foregoing instrument was acknowledged before me this 13th day of June, 2001, by Michael J. Sullivan, as Senior Vice President of CAPITAL TEMPFUNDS, INC., a North
Carolina corporation, on behalf of the corporation. He is personally known to me and did take an oath.

|              |  | /s/MARY E. RUSHING(Notary Signature)                                
|------------- |  | --------------------------------------------------------------------
|(NOTARY SEAL) |  |                                                                     
|              |  | /s/MARY E. RUSHING(Notary Name Printed)
NOTARY PUBLIC Commission No.

4

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REAFFIRMATION OF FIDELITY GUARANTY

The undersigned hereby reaffirms his Fidelity Guaranty dated December     , 2000, (the "Guaranty"), consent to the terms of the First Amendment
to Loan and Security Agreement and confirms that the Guaranty is in full force and effect, and is binding upon the undersigned without any setoffs, defenses or counterclaims of any kind whatsoever.

| |  | /s/JOSEPH J. RAYMONDJoseph J. Raymond
| |  | -------------------------------------

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