Exhibit 10.3.4

AFFIDAVIT

|STATE OF NEW JERSEY | )    |  | 
|------------------- | ---- |  | 
|                    | SS.: |  | 
|COUNTY OF MONMOUTH  | )    |  | 

Joseph J. Raymond,being duly sworn, deposes and says:



I
hereby swear that the foregoing statements made by me are true. I am aware that if any of these statements are willfully false I am subject to punishment.

|                                                                               |  | /s/JOSEPH J. RAYMONDJOSEPH J. RAYMOND
|------------------------------------------------------------------------------ |  | -------------------------------------
|Sworn to before me this
11th day of June, 2003.                                |  |                                      
|/s/DIANE AMATUCCINotary Public                                                 |  |                                      
|DIANE AMATUCCI
A Notary Public of New Jersey
My Commission Expires May 8, 2007 |  |                                      

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THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS THIRD AMENDMENTto the Loan and Security Agreement, dated as of April 10, 2003, 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:

a) TEMPFUNDS and BORROWER are parties to a Loan and Security Agreement dated December 8, 2000, as amended by that certain First Amendment to Loan and
Security Agreement dated June 12,
2001, and as further amended by that certain Second Amendment to Loan and Security Agreement dated as of December 8, 2002 (hereinafter referred to as the "Agreement").

b)
BORROWER and TEMPFUNDS have agreed to certain modifications of the Agreement as a result of the ongoing business relationship between the parties.

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:



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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/SUZETTE BERRIOS  |  | By:                        
|/s/MICHAEL MALTZMAN |  |                            

|STATE OF  | NEW JERSEY |  | 
|--------- | ---------- |  | 
|          |            |  | 
|COUNTY OF | MONMOUTH   |  | 

The foregoing instrument acknowledged before me this 11th day of June 2003, 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 and did take an oath.

|              |  | /s/DIANE AMATUCCI(Notary Signature)                                           
|------------- |  | ------------------------------------------------------------------------------
|              |  |                                                                               
|(NOTARY SEAL) |  | DIANE AMATUCCI
A Notary Public of New Jersey
My Commission Expires May 8, 2007
|              |  |                                                                               
|              |  | (Notary Name Printed)
NOTARY PUBLIC Commission
No.                            

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|                        |  | CAPITAL TEMPFUNDS, INC.
a North Carolina corporation
|----------------------- |  | ----------------------------------------------------
|                        |  |                                                     
|                        |  | By:                                                 
|                        |  |                                                     
|                        |  | Title:                                              
|STATE OF NORTH CAROLINA |  |                                                     
|COUNTY OF MECKLENBURG   |  |                                                     

The foregoing instrument was acknowledged before me this 18th day of June 2003, by Michael Sullivan, as S.V.P. of CAPITAL TEMPFUNDS, INC., a North Carolina
corporation, on behalf of the corporation. He is personally known to me and (did not) take an oath.

|                                                                                                                                                |  | /s/M.L. ROTONDI(Notary Signature)                                
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------
|                                                                                                                                                |  |                                                                  
|                                                                                                                                                |  | /s/M.L. ROTONDI(Notary Name Printed)
NOTARY PUBLIC Commission
No.
|(NOTARY SEAL)
[GRAPHIC OMITTED]
"OFFICIAL SEAL"
Notary Public North Carolina
County of Mecklenburg
M.L. Rotondi
My Commission Expires 4/18/2005 |  |                                                                  

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REAFFIRMATION OF FIDELITY GUARANTY

The undersigned hereby reaffirms his Fidelity Guaranty dated as of December 8, 2000, (the "Guaranty"), consent to the terms of the THIRD 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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