<Page> Exhibit 2.9 SAHYOUN HOLDINGS LLC 4 WHITE HOUSE WAY MONROE, NJ 08831 April 15, 2002 Mr. Joseph Raymond, CEO Stratus Services Group, Inc. 500 Craig Road Manalapan, NJ Subject: Letter Agreement Dear Joe: This letter shall serve to document our agreement regarding a change in the Allocation Agreement between Stratus Services Group, Inc., Sahyoun Holdings, and myself, Charles Sahyoun. Due to Stratus's current need for capital, Sahyoun Holdings will provide Stratus Services Group, Inc. with $200,000 in the form of a short term, 90 day, demand note. Stratus shall agree to reimburse Sahyoun Holdings, LLC by August 1, 2002 in the amount of $250,000. Such $250,000 shall be payable from distributions currently scheduled to be paid to Stratus Services Group, Inc., from proceeds received by SEP, LLC. Distributions made by SEP, LLC are in accordance with proceeds received from SEA Consulting Services Corp, on or about July 30, 2002. If for any reason, such proceeds due SEP, LLC are not received, and are there for not distributable, the repayment amount of $250,000 shall be paid by you, Joseph Raymond, from your person assets, on or about September 1, 2002. If you agree to the above terms, please sign below to signify your acknowledgement and understanding of this agreement. Sincerely, /s/ Charles Sahyoun ------------------------------------- Charles Sahyoun President, Sahyoun Holdings, LLC /s/ Joseph J. Raymond - -------------------------------------- Mr. Joseph Raymond CEO, Stratus Services Group, Inc. /s/ Michael A. Maltzman /s/ Joseph J. Raymond - -------------------------------------- ------------------------------------- Mr. Michael Maltzman Mr. Joseph Raymond CFO, Stratus Services Group, Inc. Individual