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Exhibit 4.2.12    
    


NEITHER
THIS WARRANT NOR THE COMMON STOCK WHICH MAY BE ACQUIRED UPON THE EXERCISE HEREOF ("WARRANT SHARES"), AS OF THE DATE OF ISSUANCE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR THE "BLUE SKY" OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF AND ANY TRANSFER OF PURPORTED
TRANSFER SHALL NOT BE RIGHTFUL UNDER THE UNIFORM COMMERCIAL CODE AND THE COMPANY SHALL HAVE NO DUTY TO REGISTER A TRANSFER OF THESE SECURITIES EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT
UNDER THE ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION
FROM REGISTRATION UNDER THE ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED DISPOSITION IS CONSISTENT
WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR SECURITIES LAW. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND HIS
SUCESSORS AND ASSIGNS. 


For
the Purchase of 2,000,000

Shares of Common Stock 


 
 

WARRANT FOR THE PURCHASE OF 2,000,000
  SHARES OF COMMON STOCK
  OF
  STRATUS SERVICES GROUP, INC.
  (A Delaware corporation)    
    



        Stratus
Services Group, Inc., a Delaware corporation (the "Company), hereby certifies that for the value received, Advantage Group,
LLC ("Registered Holder"), is entitled, subject to the terms set forth below and to the terms of a certain Letter Agreement dated November 3, 2003 (the "Letter
Agreement"), to purchase from the Company, in the event of a default pursuant to the terms of such Letter Agreement and pursuant to the further limitations on exercise set forth in such Letter
Agreement ("Commencement Date") and ending five years from the Commencement date, 2,000,000 shares of Common Stock, $.01 par value, of the Company ("Common Stock"), at a purchase price equal to the
lower of $.15 per share or 75% of the share trading price, in the latest arms length trade. The number of shares of Common Stock purchasable upon exercise of this Warrant, and the purchase price per
share, each as adjusted from time to time pursuant to the provisions of this Warrant are hereinafter referred to as the "Warrant Shares" and the "Purchase Price", respectively. 


        1.    Exercise.    


        (a)   This
Warrant may be exercised by Registered Holder, in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as
Exhibit I duly executed by Registered Holder) at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful
money of the United States, of an amount equal to the then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise 


        (b)   Each
exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been
surrendered to the Company as 


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provided
in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(c)
below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. 


        (c)   As
soon as practicable after the exercise of the purchase right represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued
in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any
applicable transfer taxes) may direct; 



        (i)    a
certificate or certificates for the number of full shares of Warrant Shares to which Registered Holder shall be entitled upon such exercise plus, in lieu of any
fractional share to which Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and 


        (ii)   in
case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the number of shares
currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection 1(a) above. 




        2.    Adjustments    


        (a)    Split Subdivision or Combination of Shares.    If the outstanding shares of the Company's Common Stock at any
time while this Warrant remains outstanding and unexpired shall be subdivided or split into a greater number of shares, or a dividend in Common Stock shall be paid in respect of Common Stock, the
Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend, simultaneously with the effectiveness of such subdivision or split or immediately after the
record date of such dividend (as the case may be), shall be proportionately decreased. If the outstanding shares of Common Stock shall be combined or reversed split into a smaller number of shares,
the Purchase Price in effect immediately prior to such combination or reverse split, simultaneously with the effectiveness of such combination or reverse split, shall be proportionately increased.
When any adjustment is required to be made in the Purchase Price, the number of shares of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by
dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately
prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. 



        (b)    Reclassification Reorganization Consolidation or Merger.    In the case of any reclassification of the Common
Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any reorganization, consolidation or merger of the Company with or into another
corporation (other than a merger or reorganization with respect to which the Company is the continuing corporation and which does not result in any reclassification of the Common Stock), or a transfer
of all or substantially all of the assets of the Company, or the payment of a liquidating distribution then, as part of any such reorganization, reclassification, consolidation, merger, sale or
liquidating distribution, lawful provision shall be made so that Registered Holder shall have the right thereafter to receive upon the exercise -hereof, the kind and amount of shares of stock or other
securities or property which Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger, sale or liquidating
distribution, as the case may be, Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate
adjustment (as reasonably determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter
of Registered Holder such that the provisions set forth in this Section 2 (including provisions with respect to the Purchase 


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Price)
shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this
Warrant. 


        (c)    Price Adjustment.    No adjustment in the per share exercise price shall be required unless such adjustment
would require an increase or decrease in the Purchase Price of at least $.001, provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. 


        (d)    Price Reduction.    Notwithstanding any other provision set forth in this Warrant, at any time and from time to
time during the period that this Warrant is exercisable, the Company in it sole discretion may reduce the Purchase Price or extend the period during which this Warrant is exercisable 



        (e)    No Impairment    The Company will not, by amendment of its Articles of Incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms to be observed or performed hereunder by the Company but will at all times in good faith assist in the carrying out of all the provisions of this Section 2 and in the taking of all such
actions as may be necessary or appropriate in order to protect against impairment of the rights of Registered Holder to adjustments in the Purchase Price 



        (f)    Notice of Adjustment    Upon any adjustment of the Purchase Price or extension of the Warrant exercise period,
the Company shall forthwith give written notice thereto to Registered Holder describing the event requiring the adjustment, stating the adjusted Purchase Price and the adjusted number of shares
purchasable upon the exercise hereof resulting from such event, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based 


        3.    Fractional Shares.    The Company shall not be required upon the exercise of this Warrant to issue any
fractional shares, but shall make an adjustment thereof in cash on the basis of the last sale price of the Warrant Shares on the over-the-counter market as reported by Nasdaq
or on a national securities exchange on the trading day immediately prior to the date of exercise, whichever is applicable, or if neither is applicable, then on the basis of the then fair market value
of the Warrant Shares as shall be reasonably determined by the Board of Directors of the Company. 


        4.    Limitation on Sales.    Each holder of this Warrant acknowledges that this Warrant and the warrant Shares, as of
the date of original issuance of this Warrant, have not been registered under the Securities Act of 1933, as amended ("Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or
otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise in the absence of (a) an effective registration statement under the Act as to this Warrant or such Warrant
Shares or (b) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. The Warrant Shares issued upon exercise thereof shall be imprinted
with a legend in substantially the following form: 



"THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933; AS AMENDED (THE "SECURITIES ACT"), OR THE "BLUE SKY" OR SECURITIES LAWS OF ANY STATE AND MAY
NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF AND ANY TRANSFER OR PURPORTED TRANSFER SHALL NOT BE RIGHTFUL UNDER THE UNIFORM COMMERCIAL CODE AND THE
COMPANY SHALL HAVE NO DUTY TO REGISTER A TRANSFER OF THESE SECURITIES EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH
RESPECT TO THESE SECURITIES. OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE ACT BUT ONLY UPON A HOLDER HEREOF 



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FIRST
HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS
ANY APPLICABLE "BLUE SKY" OR SIMILAR SECURITIES LAW. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND HIS SUCCESSORS AND ASSIGNS." 




        5.    Certain Dividends.    If the Company pays a dividend or makes a distribution on the Common Stock ("Dividend"),
other than a cash dividend or a stock dividend payable in shares of Common Stock, then the Company will pay or distribute to Registered Holder, upon the exercise hereof, in addition to the Warrant
Shares purchased upon such exercise, the Dividend which would have been paid to such
Registered Holder if it had been the owner of record of such warrant Shares immediately prior to the date on which a record is taken for such Dividend or, if no record is taken, the date as of which
the record holders of Common Stock entitled to such Dividend are determined. 


        6.    Registration Rights.    The Company has no obligation to file a registration statement under the Act with
the Securities and Exchange Commission or any state agency registering for reoffer and resale the Warrant Shares. However, if the Company at any time proposes for any reason to register Primary Shares
or Other Shares under the Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto or other than in
connection with an exchange offer or offering solely to the Company's stockholders) one year or more after the date of this warrant, the Company shall use its reasonable best efforts to cause all such
Registrable Shares to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration. 


        7.    Notices of Record Date- In case:    


        (a)   the
Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the
purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive
any other right, or 


        (b)   of
any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or 


        (c)   of
the voluntary or involuntary dissolution, liquidation or winding-up of the Company, 


then,
and in each such case, the Company will mail or cause to be mailed to Registered Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the
purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common
Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such reorganization' reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at
least ten (10) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of
any such action. 


        8.    Reservation of Stock.    The Company will at all times reserve and keep available, solely for issuance and
delivery upon the exercise of this warrant, such shares of Common Stock and other stock, securities and property, as from time to time shall be issuable upon the exercise of this Warrant. The 


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Company
shall apply for listing, and obtain such listing, for the Warrant Shares on The Nasdaq Stock Market or the NASD OTC Bulletin Board, whichever is then applicable, and each exchange on which the
Common Stock is listed, at the earliest time that such listing may be obtained in accordance with the rules and regulations of The Nasdaq Stock Market or the NASD OTC Bulletin Board, whichever is then
applicable, and the exchange and maintain such listing until the seventh anniversary of the date of original issuance of this Warrant. 



        9.    Replacement of Warrants.    Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor. 


        10.    Transfers.    



        (a)   The
Company will maintain a register containing the names and address of Registered Holder. Registered Holder may change its address as shown on the warrant register by
written notice to the Company requesting such change. 


        (b)   Until
any transfer of this Warrant is made in the warrant register, the Company may treat Registered Holder as the absolute owner hereof for all purposes, provided,
however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary 


        11.    No Rights as Stockholder.    Until the exercise of this Warrant, Registered Holder shall not have or exercise
any rights by virtue hereof as a stockholder of the Company. 


        12.    Successors.    The rights and obligations of the parties to this Warrant will inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors, assigns, pledgees, transferees and purchasers. Without limiting the foregoing, the registration rights set forth in this Warrant
shall inure to the benefit of Registered Holder and Registered Holder's successors, heirs, pledgees, assignees, transferees and purchasers of this Warrant and the Warrant Shares. 


        13.    Change or Waiver.    Any term, of this Warrant may be changed or waived only by an instrument in writing signed
by the party against which enforcement of the change or waiver is sought. 


        14.    Headings,    The headings in this Warrant are for purposes of reference only and shall not limit or otherwise
affect the meaning of any provision of this Warrant. 



        15.    Governing Law.    This Warrant shall be governed by and construed in accordance with the laws of the State of
New Jersey as such laws are applied to contracts made and to be fully performed entirely within that state between residents of that state. 


        16.    Jurisdiction and Venue.    The Company and Registered Holder (1) agree that any legal suit, action or
proceeding arising out of or relating to this Warrant shall be instituted exclusively in New Jersey State Superior Court, County of Monmouth or in the United States District Court for the District of
New Jersey, (ii) waives any objection to the venue of any such suit, action or proceeding and the right to assert that such forum is not a convenient forum for such suit, action or proceeding,
and (iii) irrevocably consent tot he jurisdiction of the New Jersey State Superior Court, County of Monmouth, and the United States District Court for the District of New Jersey in any such
suit, action or proceedings, and the Company and Registered Holder further agree to accept and acknowledge service or any and all process which may be served in any such suit, action or proceeding in
New Jersey State Superior Court, County of Monmouth or in the United states District Court for the District of New Jersey and agrees that serviced of process upon it mailed by certified mail to its
address shall be deemed in every respect effective service of process upon it in any suit, action or proceeding 


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        17.    Mailing of Notices, Etc.    All notices and other communications under this Warrant (except payment) shall be
in writing and shall be sufficiently given if delivered to the addresses in person by Federal Express or similar receipt delivery, by facsimile delivery or, if mailed, postage prepaid, by certified
mail, return receipt requested, as follows: 



	To Registered Holder:	 	Advantage Group, LLC

27 North Summerlin Avenue

Orlando, FL 32801

    Attn: Mr. Kevin O'Donnell
	 	 	 
	To the Company:	 	Stratus Services Group, Inc.

500 Craig Road, Suite 201

Manalapan, New Jersey 07726

    Attn: Suzette Nanovic Berrios, Esq.







        Or
to such other address as any of them, by notice to the other may designate from time to time. Time shall be counted to or from, as the case may be, the delivery in person or by
mailing. 



	 	 	STRATUS SERVICES GROUP, INC.
	

 	
 	
By:	

/s/  MICHAEL A. MALTZMAN      
 Michael A. Maltzman

Chief Financial Officer




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Exhibit 4.2.12


WARRANT FOR THE PURCHASE OF 2,000,000 SHARES OF COMMON STOCK OF STRATUS SERVICES GROUP, INC. (A Delaware corporation)