0001044391-05-000052 Sample Contracts

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 25th, 2005 • Stratus Services Group Inc • Services-help supply services • New Jersey

This Asset Purchase Agreement ("Agreement") is made as of the 21st day of October, 2005, by and between Source One Financial Staffing, LLC, a Pennsylvania limited liability company ("Buyer") with its principal business offices located at 2 Princess Road, Lawrenceville, New Jersey 08648, and Stratus Services Group, Inc., a Delaware corporation ("Seller") with its principal business offices located at 500 Craig Road, Suite 201, Manalapan, New Jersey 07726.

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STRATUS NON-COMPETE/NON-SOLICITATION AGREEMENT
Non-Solicitation Agreement • October 25th, 2005 • Stratus Services Group Inc • Services-help supply services • New Jersey

This STRATUS NON-COMPETE AND NON-SOLICITATION AGREEMENT (the “Agreement”) is made and entered into as of this 21st day of October, 2005, by and between STRATUS SERVICES GROUP, INC., a Delaware company (“Stratus”) and SOURCE ONE FINANCIAL STAFFING, LLC, a Pennsylvania limited liability company (“Source One”), and the respective affiliates, officers, directors and/or principals of each of Stratus and Source.

October 20, 2005
Stratus Services Group Inc • October 25th, 2005 • Services-help supply services

This letter sets forth the terms by which the parties agree to a forbearance of enforcement of existing defaults that have been declared by Advantage as to the Agreement and CTF as to the Secured Loan. Due to the time urgency in getting this letter agreement prepared and executed, the parties agree to enter a more formal agreement if reasonably necessary.

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