Exhibit 3.1.2

                                    EXHIBIT A

                           CERTIFICATE OF AMENDMENT TO
               CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
                   OF SERIES A CONVERTIBLE PREFERRED STOCK OF
                          STRATUS SERVICES GROUP, INC.


         Stratus Services Group, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY THAT:

A. Pursuant to authority conferred upon the Board of Directors by the Amended
and Restated Certificate of Incorporation of the Corporation (the "Certificate
of Incorporation"), and pursuant to the provisions of Section 151 of Title 8 of
the Delaware Code of 1953, as amended (the "DGCL"), said Board of Directors, on
June 21, 2001, adopted a resolution providing for the designation, preferences
and relative, participating, optional and other special rights, and the
qualifications, limitations and restrictions of the Corporation's Series A
Convertible Preferred Stock.

B. The Corporation filed a Certificate of Designations, Preferences and Rights
of Series A Convertible Preferred Stock ("Certificate of Designation") with the
Secretary of State of the State of Delaware on July 2, 2001.

C. Pursuant to the provisions of Section 242 of the DGCL, said Board of
Directors, pursuant to a unanimous consent dated as of March 13, 2002, adopted a
resolution providing for the amendment of Section 4 of the Certificate of
Designation (the "Amendment") to permit the Corporation to pay the redemption
price of the Series A Convertible Preferred Stock in shares of Common Stock,
which resolution is as follows:

                  RESOLVED, that the Board of Directors deems it advisable to,
         and hereby does, amend Section 4 of the Certificate of Designation to
         permit the Corporation to pay the redemption price of the Preferred
         Stock in shares of Common Stock, which for purposes of calculating the
         number of shares to be issued in connection with such redemption, shall
         be valued at the Market Value (as defined in the Subscription Agreement
         dated June 26, 2001 between the Corporation and Artisan.com Limited) of
         the Common Stock as of the day preceding the redemption;

                  FURTHER RESOLVED, that the President, the Secretary and any
         Vice President of the Corporation (each, a "Designated Officer") is
         hereby authorized and directed to execute and file, in the name of and
         on behalf of the Corporation, an Amendment to the Certificate of
         Designation which shall add the following sentence to the end of
         Section 4 of the Certificate of Designation:

                  "The Corporation may, at its option, pay the redemption price
         of the Series A Preferred Stock in shares of Common Stock which, for
         purposes of calculating the number of shares to be issued in connection
         with such redemption, shall be



         valued at the Market Value (as defined in the Subscription
         Agreement dated June 26, 2001 between the Corporation and Artisan.com
         Limited) of the Common Stock as of the day preceding the redemption."

                  FURTHER RESOLVED, that each Designated Officer is hereby
         authorized and directed to take all such actions as he considers
         necessary or appropriate to carry out the foregoing resolutions.

         D. That in lieu of a meeting and vote of stockholders, all of the
holders of the outstanding Series A Convertible Preferred Stock of the
Corporation have given written consent to the Amendment in accordance with the
provisions of Section 228 of the DGCL.

         E. The Amendment has been duly adopted and approved in accordance with
the provisions of Sections 242 and 228 of the Delaware General Corporation Law.

         F. The recitals and resolutions contained herein have not been
modified, altered or amended and are presently in full force and effect.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment this 14th day of March 2002.

                          STRATUS SERVICES GROUP, INC.


                          By: /s/ Joseph J. Raymond
                              ----------------------------------
                              Joseph J. Raymond, President and
                              Chief Executive Officer


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