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                                                                  Exhibit 10.7.4

                          STRATUS SERVICES GROUP, INC.
                           2001 EQUITY INCENTIVE PLAN


1.    PURPOSE.

      The purpose of this Stratus Services Group, Inc. 2001 Equity Incentive
      Plan (the "Plan") is to advance the interests of Stratus Services Group,
      Inc. (the "Company") and its subsidiaries by enhancing the ability of the
      Company to (i) attract and retain employees and other persons or entities
      who are in a position to make significant contributions to the success of
      the Company and its subsidiaries; (ii) reward such persons for such
      contributions; and (iii) encourage such persons or entities to take into
      account the long-term interest of the Company through ownership of shares
      of the Company's common stock, $.01 par value per share (the "Common
      Stock").

      The Plan is intended to accomplish these objectives by enabling the
      Company to grant awards ("Awards") in the form of incentive stock options
      ("ISOs"), nonqualified stock options ("Nonqualified Options") (ISOs and
      Nonqualified Options shall be collectively referred to herein as
      "Options"), stock appreciation rights ("SARs"), restricted stock
      ("Restricted Stock"), deferred stock ("Deferred Stock"), or other stock
      based awards ("Other Stock Based Awards"), all as more fully described
      below.

2.    ADMINISTRATION.

      The Plan will be administered by the Compensation Committee (the
      "Committee") of the Board of Directors of the Company (the "Board"). The
      Committee may be constituted so that its members are "Non-Employee
      Directors" as defined in Rule 16b-3 promulgated under the Securities
      Exchange Act of 1934, as amended (the "Exchange Act"), or any successor
      rules, and to comply with the "outside director" requirement of Section
      162(m)(4)(c)(i) of the Internal Revenue Code of 1986, as amended (the
      "Code"), and the regulations promulgated thereunder, or any successor
      rules. The Committee will determine the recipients of Awards, the times at
      which Awards will be made, the size and type or types of Awards to be made
      to each recipient, and will set forth in each such Award the terms,
      conditions and limitations applicable to the Award granted. Awards may be
      made singly, in combination or in tandem. The Committee will have full and
      exclusive power to interpret the Plan, to adopt rules, regulations and
      guidelines relating to the Plan, to grant waivers of Plan restrictions and
      to make all of the determinations necessary for its administration. Such
      determinations and actions of the Committee, and all other determinations
      and actions of the Committee made or taken under authority granted by any
      provision of the Plan, will be conclusive and binding on all parties.

3.    EFFECTIVE DATE AND TERM OF PLAN.

      The Plan will become effective on December 14, 2000. Awards under the Plan
      may be made prior to that date, subject to the stockholders' approval of
      the Plan.

      The Plan will terminate on December 14, 2010, subject to earlier
      termination of the Plan by the Board pursuant to Section 18 herein. No
      Award may be granted under the Plan

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      after the termination date of the Plan, but Awards previously granted may
      extend beyond that date pursuant to the terms of such Awards.

4.    SHARES SUBJECT TO THE PLAN.

      Subject to adjustment as provided in Section 16 herein, the aggregate
      number of shares of Common Stock reserved for issuance pursuant to Awards
      granted under the Plan shall be one million (1,000,000). The maximum
      number of shares of Common Stock which may be issued to the Chief
      Executive Officer ("CEO") of the Company pursuant to all Awards granted
      the CEO under the Plan shall not exceed thirty-five percent (35%) of the
      number of shares of the Company's Common Stock reserved for issuance
      hereunder. The maximum number of shares of the Company's Common Stock
      awarded to any other "Participant" (as defined in Section 5 below)
      pursuant to all Awards granted to such Participant under the Plan shall
      not exceed twenty percent (20%) of the number of shares of the Company's
      Common Stock reserved for issuance hereunder.

      The shares of Common Stock delivered under the Plan may be either
      authorized but unissued shares of Common Stock or shares of the Company's
      Common Stock held by the Company as treasury shares, including shares of
      Common Stock acquired by the Company in open market and private
      transactions. No fractional shares of Common Stock will be delivered
      pursuant to Awards granted under the Plan and the Committee shall
      determine the manner in which fractional share value will be treated.

      If any Award requiring exercise by a Participant for delivery of shares of
      Common Stock is cancelled or terminates without having been exercised in
      full, or if any Award payable in shares of Common Stock or cash is
      satisfied in cash rather than Common Stock, the number of shares of Common
      Stock as to which such Award was not exercised or for which cash was
      substituted will be available for future Awards of Common Stock; provided,
      however, that Common Stock subject to an Option cancelled upon the
      exercise of an SAR shall not again be available for Awards under the Plan
      unless, and to the extent that, the SAR is settled in cash. Shares of
      Restricted Stock and Deferred Stock forfeited to the Company in accordance
      with the Plan and the terms of the particular Award shall be available
      again for Awards under the Plan unless the Committee determines otherwise.

5.    ELIGIBILITY AND PARTICIPATION.

      Those eligible to receive Awards under the Plan (each, a "Participant" and
      collectively, the "Participants") will be persons in the employ of the
      Company or any of its subsidiaries designated by the Committee
      ("Employees") and other persons or entities who, in the opinion of the
      Committee, are in a position to make a significant contribution to the
      success of the Company or its subsidiaries, including, without limitation,
      consultants and agents of the Company or any subsidiary; provided, that
      such consultants and agents have been actively engaged in the conduct of
      the business of the Company or any subsidiary. A "subsidiary" for purposes
      of the Plan will be a present or future corporation of which the Company
      owns or controls, or will own or control, more than 50% of the total
      combined voting power of all classes of stock or other equity interests.


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6.    OPTIONS.

      (a)   NATURE OF OPTIONS. An Option is an Award entitling the Participant
            to purchase a specified number of shares of Common Stock at a
            specified exercise price. Both ISOs, as defined in Section 422 of
            the Code, and Nonqualified Options may be granted under the Plan;
            provided however, that ISOs may be awarded only to Employees.

      (b)   EXERCISE PRICE.  The exercise price of each Option shall be equal to
            the "Fair Market Value" (as defined below) of the Common Stock on
            the date the Award is granted to the Participant; provided,
            however, that (i) in the Committee's discretion, the exercise
            price of a Nonqualified Option may be less than the Fair Market
            Value of the Common Stock on the date of grant; (ii) with respect
            to a Participant who owns more than ten percent (10%) of the
            total combined voting power of all classes of stock of the
            Company, the option price of an ISO granted to such Participant
            shall not be less than one hundred and ten percent (110%) of the
            Fair Market Value of the Common Stock on the date the Award is
            granted; and (iii) with respect to any Option repriced by the
            Committee, the exercise price shall be equal to the Fair Market
            Value of the Common Stock on the date such Option is repriced
            unless otherwise determined by the Committee.  For purposes of
            this Plan, Fair Market Value shall mean the average of the
            closing bid and asked prices of the Common Stock as reported on
            the Nasdaq Smallcap Market on a particular date, or if not quoted
            on the Nasdaq Smallcap Market, the average the closing bid and
            asked prices as furnished by a professional market maker making a
            market in the Common Stock as selected by the Committee.  If the
            Common Stock is not publicly traded, Fair Market Value shall be
            determined in good faith by the Board of Directors.

      (c)   DURATION OF OPTIONS. The term of each Option granted to a
            Participant pursuant to an Award shall be determined by the
            Committee; provided, however, that in no case shall an Option be
            exercisable more than ten (10) years (five (5) years in the case of
            an ISO granted to a ten-percent stockholder as defined in (b) above)
            from the date of the Award.

      (d)   EXERCISE OF OPTIONS AND CONDITIONS.  Except as otherwise provided in
            Sections 16 and 17 herein, and except as otherwise provided below
            with respect to ISOs, Options granted pursuant to an Award will
            become exercisable at such time or times, and on and subject to
            such conditions, as the Committee may specify at the time of the
            Award.  The Options may be subject to such restrictions,
            conditions and forfeiture provisions as the Committee may
            determine, including, but not limited to, restrictions on
            transfer, continuous service with the Company or any of its
            subsidiaries, achievement of business objectives, and individual,
            division and Company performance.  To the extent exercisable, an
            Option may be exercised either in whole at any time or in part
            from time to time.  With respect to an ISO granted to a
            Participant, the Fair Market Value of the shares of Common Stock
            on the date of grant which are exercisable for the first time by
            a Participant during any calendar year shall not exceed $100,000.


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      (e)   PAYMENT FOR AND DELIVERY OF STOCK. Full payment for shares of Common
            Stock purchased will be made at the time of the exercise of the
            Option, in whole or in part. Payment of the purchase price will be
            made in cash or in such other form as the Committee may permit,
            including, without limitation, delivery of shares of Common Stock.

7.    STOCK APPRECIATION RIGHTS.

      (a)   NATURE OF STOCK APPRECIATION RIGHTS. A SAR is an Award entitling the
            recipient to receive payment, in cash and/or shares of Common Stock,
            determined in whole or in part by reference to appreciation in the
            value of a share of Common Stock. A SAR entitles the recipient to
            receive in cash and/or shares of Common Stock, with respect to each
            SAR exercised, the excess of the Fair Market Value of a share of
            Common Stock on the date of exercise over the Fair Market Value of a
            share of Common Stock on the date the SAR was granted.

      (b)   GRANT OF SARS. SARs may be subject to Awards in tandem with, or
            independently of, Options granted under the Plan. A SAR granted in
            tandem with an Option which is not an ISO may be granted either at
            or after the time the Option is granted. A SAR granted in tandem
            with an ISO may be granted only at the time the ISO is granted and
            may expire no later than the expiration of the underlying ISO.

      (c)   EXERCISE OF SARS.  A SAR not granted in tandem with an Option will
            become exercisable at such time or times, and on such conditions,
            as the Committee may specify.  A SAR granted in tandem with an
            Option will be exercisable only at such times, and to the extent,
            that the related option is exercisable.  A SAR granted in tandem
            with an ISO may be exercised only when the market price of the
            shares of Common Stock subject to the ISO exceeds the exercise
            price of the ISO, and the SAR may be for no more than one hundred
            percent (100%) of the difference between the exercise price of
            the underlying ISO and the Fair Market Value of the Common Stock
            subject to the underlying ISO at the time the SAR is exercised.
            At the option of the Committee, upon exercise, an SAR may be
            settled in cash, Common Stock or a combination of both.

8.    RESTRICTED STOCK.

      A Restricted Stock Award entitles the recipient to acquire shares of
      Common Stock, subject to certain restrictions or conditions, for no cash
      consideration, if permitted by applicable law, or for such other
      consideration as may be determined by the Committee. The Award may be
      subject to such restrictions, conditions and forfeiture provisions as the
      Committee may determine, including, but not limited to, restrictions on
      transfer, continuous service with the Company or any of its subsidiaries,
      achievement of business objectives, and individual, division and Company
      performance. Subject to such restrictions, conditions and forfeiture
      provisions as may be established by the Committee, any Participant
      receiving an Award of Restricted Stock will have all the rights of a


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      stockholder of the Company with respect to the shares of Restricted Stock,
      including the right to vote the shares and the right to receive any
      dividends thereon.

9.    DEFERRED STOCK.

      A Deferred Stock Award entitles the recipient to receive shares of Common
      Stock to be delivered in the future. Delivery of the shares of Common
      Stock will take place at such time or times, and on such conditions, as
      the Committee may specify. At the time any Deferred Stock Award is
      granted, the Committee may provide that the Participant will receive an
      instrument evidencing the Participant's right to future delivery of
      Deferred Stock.

10.   OTHER STOCK BASED AWARDS.

      The Committee shall have the right to grant Other Stock Based Awards under
      the Plan to Employees which may include, without limitation, the grant of
      shares of Common Stock as bonus compensation and the issuance of shares of
      Common Stock in lieu of an Employee's cash compensation.

11.   AWARD AGREEMENTS.

      The grant of any Award under the Plan may be evidenced by an agreement
      which shall describe the specific Award granted and the terms and
      conditions of the Award. Any Award shall be subject to the terms and
      conditions of any such agreement required by the Committee.

12.   TRANSFERS.

      No Award (other than an outright Award in the form of Common Stock without
      any restrictions) may be assigned, pledged or transferred other than by
      will or by the laws of descent and distribution and, during a
      Participant's lifetime, will be exercisable only by the Participant or, in
      the event of a Participant's incapacity, by the Participant's guardian or
      legal representative.

13.   RIGHTS OF A STOCKHOLDER.

      Except as specifically provided by the Plan, the receipt of an Award will
      not give a Participant rights as a stockholder of the Company. The
      Participant will obtain such rights, subject to any limitations imposed by
      the Plan, or the instrument evidencing the Award, upon actual receipt of
      shares of Common Stock.

14.   CONDITIONS ON DELIVERY OF STOCK.

      The Company will not be obligated to deliver any shares of Common Stock
      pursuant to the Plan or to remove any restrictions or legends from shares
      of Common Stock previously delivered under the Plan until, (a) in the
      opinion of the Company's counsel, all applicable federal and state laws
      and regulations have been complied with, (b) until the shares of Common
      Stock to be delivered have been listed or authorized to be listed on the


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      Nasdaq Smallcap Market, and (c) until all other legal matters in
      connection with the issuance and delivery of such shares of Common Stock
      have been approved by the Company's counsel. If the sale of shares of
      Common Stock has not been registered under the Securities Act of 1933, as
      amended (the "Act"), and qualified under the appropriate "blue sky" laws,
      the Company may require, as a condition to exercise of the Award, such
      representations and agreements as counsel for the Company may consider
      appropriate to avoid violation of such Act and laws and may require that
      the certificates evidencing such shares of Common Stock bear an
      appropriate legend restricting transfer.

      If an Award is exercised by a Participant's legal representative, the
      Company will be under no obligation to deliver shares of Common Stock
      pursuant to such exercise until the Company is satisfied as to the
      authority of such representative.

15.   TAX WITHHOLDING.

      The Company will have the right to deduct from any cash payment under the
      Plan taxes that are required to be withheld and to condition the
      obligation to deliver or vest shares of Common Stock under this Plan upon
      the Participant's paying the Company such amount as the Company may
      request to satisfy any liability for applicable withholding taxes. The
      Committee may in its discretion permit Participants to satisfy all or part
      of their withholding liability either by delivery of shares of Common
      Stock held by the Participant or by withholding shares of Common Stock to
      be delivered to a Participant upon the grant or exercise of an Award.

16.   ADJUSTMENT OF AWARD.

      (a)   In the event that a dividend shall be declared upon the Common Stock
            payable in shares of Common Stock, the number of shares of the
            Common Stock then subject to any Award and the number of shares
            of the Common Stock which may be issued under the Plan but not
            yet covered by an Award shall be adjusted by adding to each share
            the number of shares which would be distributable thereon if such
            shares had been outstanding on the date fixed for determining the
            stockholders entitled to receive such stock dividend.  In the
            event that the outstanding shares of the Common Stock shall be
            changed into or exchanged for a different number or kind of
            shares of Common Stock or other securities of the Company or of
            another corporation or for cash, whether through reorganization,
            recapitalization, stock split, combination of shares, sale of
            assets, merger or consolidation in which the Company is the
            surviving corporation, then, there shall be substituted for each
            share of the Common Stock then subject to any Award, the number
            and kind of shares of stock or other securities or the amount of
            cash into which each outstanding share of the Common Stock shall
            be so changed or for which each such share shall be exchanged.

      (b)   In the event of a proposal, which is approved by the Board, of any
            merger or consolidation involving the Company where the Company
            is not the surviving entity, any sale of substantially all of the
            Company's assets or any other transaction or series of related
            transactions as a result of which a single person or


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            several persons acting in concert own a majority of the Company's
            then outstanding Common Stock (such merger, consolidation, sale of
            assets, or other transaction being hereinafter referred to as a
            "Transaction"), all outstanding options and SARs shall become
            exercisable immediately before or contemporaneously with the
            consummation of such Transaction and each outstanding share of
            Restricted Stock and each outstanding Deferred Stock Award shall
            immediately become free of all restrictions and conditions upon
            consummation of such Transaction. Immediately following the
            consummation of the Transaction, all outstanding Options and SARs
            shall terminate and cease to be exercisable.

            In lieu of the foregoing, if the Company will not be the surviving
            corporation or entity, the Committee may arrange to have such
            acquiring or surviving corporation or entity, or an "Affiliate, (as
            defined below) thereof, grant replacement Awards which shall be
            immediately exercisable to Participants holding outstanding Awards.

            The term "Affiliate," with respect to any Person, shall mean any
            other Person who is, or would be deemed to be an "affiliate" or an
            "associate" of such Person within the respective meanings ascribed
            to such terms in Rule 12b-2 of the General Rules and Regulations
            under the Exchange Act. The term "Person" shall mean a corporation,
            association, partnership, joint venture, trust, organization,
            business, individual or government or any governmental agency or
            political subdivision thereof.

      (c)   In the event of the dissolution or liquidation of the Company
            (except a dissolution or liquidation relating to a sale of assets or
            other reorganization of the Company referred to in the preceding
            sections), the outstanding options and SARs shall terminate as of a
            date fixed by the Committee; provided, however, that not less than
            thirty (30) days written notice of the date so fixed shall be given
            to each Participant who shall have the right during such period to
            exercise the Participant's Options or SARs as to all or any part of
            the shares of Common Stock covered thereby. Further, in the event of
            the dissolution or liquidation of the Company, each outstanding
            share of Restricted Stock and each outstanding Deferred Stock Award
            shall immediately become free of all restrictions and conditions.

17.   TERMINATION OF SERVICE.

      Upon a Participant's termination of service with the Company or a
      subsidiary (if an employee only of a subsidiary), any outstanding Award
      shall be subject to the terms and conditions set forth below, unless
      otherwise determined by the Committee:

      (a)   In the event a Participant leaves the employ or service of the
            Company or a subsidiary of the Company, prior to the Participant's
            65th birthday, whether voluntarily or otherwise but other than by
            reason of the Participant's death or "disability" (as such term is
            defined in Section 22(e)(3) of the Code), each Option


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            and SAR granted to the Participant shall terminate upon the earlier
            to occur of (i) the expiration of the period three (3) months after
            the date of such termination and (ii) the date specified in the
            Option or SAR; provided, that, prior to the termination of such
            Option or SAR, the Participant shall be able to exercise any part of
            the Option or SAR which is exercisable as of the date of
            termination. Further, each outstanding share of Restricted Stock and
            each outstanding Deferred Stock Award which remains subject to any
            restrictions or conditions of the Award shall be forfeited to the
            Company upon such date of termination. (b) In the event a
            Participant's employment with or service to the Company or its
            subsidiaries terminates by reason of the Participant's death or
            "disability" (as such term is defined in Section 22(e)(3) of the
            Code), each Option and SAR granted to the Participant shall become
            immediately exercisable in full and shall terminate upon the earlier
            to occur of (i) the expiration of the period six (6) months after
            the date of such termination and (ii) the date specified in the
            option or SAR. Further, each outstanding share of Restricted Stock
            and each outstanding Deferred Stock Award shall immediately become
            free of all restrictions and conditions upon the date of such
            termination.

      (c)   In the event a Participant voluntarily leaves the employ or service
            of the Company or a subsidiary of the Company, after the
            Participant's 65th birthday, each Option and SAR granted to the
            Participant shall become immediately exercisable in full and shall
            terminate upon the earlier to occur of (i) the expiration of three
            (3) months after the date of such termination and (ii) the date
            specified in the Option or SAR. Further, each outstanding share of
            Restricted Stock and each outstanding Deferred Stock Award shall
            immediately become free of all restrictions and conditions upon the
            date of such termination unless otherwise provided in the Award. If
            the Participant involuntarily leaves the employ or service of the
            Company or a subsidiary after the Participant's 65th birthday, each
            Option and SAR granted to the Participant shall terminate upon the
            earlier to occur of (i) the expiration of three (3) months after the
            date of such termination and (ii) the date specified in the Option
            or SAR; provided, that, prior to the termination of such Option or
            SAR, the Participant shall be able to exercise any part of the
            Option or SAR which is exercisable as of the date of termination.
            Further, each outstanding share of Restricted Stock and each
            outstanding Deferred Stock Award which remains subject to any
            restrictions or conditions of the Award shall be forfeited to the
            Company upon such date of termination.

18.   AMENDMENTS AND TERMINATION.

      The Committee will have the authority to make such amendments to any terms
      and conditions applicable to outstanding Awards as are consistent with
      this Plan; provided, that, except for adjustments under Section 16 hereof,
      no such action will modify such Award in a manner adverse to the
      Participant without the Participant's consent except as such modification
      is provided for or contemplated in the terms of the Award.


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      The Board may amend, suspend or terminate the Plan, except no action may,
      without the consent of a Participant, alter or impair any Award previously
      granted to the Participant under the Plan.

19.   SUCCESSORS AND ASSIGNS.

      The provisions of this Plan shall be binding upon all successors and
      assigns of any such Participant including, without limitation, the estate
      of any such Participant and the executors, administrators, or trustees of
      such estate, and any receiver, trustee in bankruptcy or representative of
      the creditors of any such Participant.

20.   MISCELLANEOUS.

      (a)   This Plan shall be governed by and construed in accordance with the
            laws of the State of New Jersey.

      (b)   Any and all funds received by the Company under the Plan may be used
            for any corporate purpose.

      (c)   Nothing contained in the Plan or any Award granted under the Plan
            shall confer upon a Participant any right to be continued in the
            employment of the Company or any subsidiary, or interfere in any way
            with the right of the Company, or its subsidiaries, to terminate the
            employment relationship at any time.








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