0001044391-06-000013 Sample Contracts

NON-COMPETE AND NON-SOLICITATION AGREEMENT
Non-Compete and Non-Solicitation Agreement • February 3rd, 2006 • Stratus Services Group Inc • Services-help supply services • New Jersey

This NON-COMPETE AND NON-SOLICITATION AGREEMENT (the “Agreement”) is made and entered into this 7th day of December, 2005, by and between STRATUS SERVICES GROUP, INC., a Delaware company (“Stratus”) and SOURCE ONE PERSONNEL, INC., a New Jersey corporation (“Source One”).

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STRATUS NON-COMPETE/NON-SOLICITATION AGREEMENT
Non-Solicitation Agreement • February 3rd, 2006 • 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 7th day of December, 2005, by and between STRATUS SERVICES GROUP, INC., a Delaware company (“Stratus”) and TRI-STATE EMPLOYMENT SERVICE, INC., a New York corporation (“Tri-State”), and the respective affiliates, officers, directors and/or principals of each of Stratus and Tri-State.

STRATUS NON-COMPETE/NON-SOLICITATION AGREEMENT
Non-Solicitation Agreement • February 3rd, 2006 • Stratus Services Group Inc • Services-help supply services • California

This STRATUS NON-COMPETE AND NON-SOLICITATION AGREEMENT (the “Agreement”) is made and entered into as of this 2nd day of December, 2005, by and between STRATUS SERVICES GROUP, INC., a Delaware company (“Stratus”) and ALS, LLC, a Florida limited liability company (“ALS”), and the respective affiliates, officers, directors and/or principals of each of Stratus and ALS.

Tri-State NON-COMPETE/NON-SOLICITATION AGREEMENT
Non-Solicitation Agreement • February 3rd, 2006 • Stratus Services Group Inc • Services-help supply services • New Jersey

This Tri-State NON-COMPETE AND NON-SOLICITATION AGREEMENT (the “Agreement”) is made and entered into as of this 7th day of December, 2005, by and between STRATUS SERVICES GROUP, INC., a Delaware company (“Stratus”) and TRI-STATE EMPLOYMENT SERVICE, INC., a New York corporation (“Tri-State”), and the respective affiliates, officers, directors and/or principals of each of Stratus and Tri-State.

STRATUS NON-COMPETE/NON-SOLICITATION AGREEMENT
Non-Solicitation Agreement • February 3rd, 2006 • 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 5th day of December, 2005, by and between STRATUS SERVICES GROUP, INC., a Delaware company (“Stratus”) and ACCOUNTABILITIES, INC., a Delaware corporation (“Accountabilities”), and the respective affiliates, officers, directors and/or principals of each of Stratus and Accountabilities.

AGREEMENT TO EXCHANGE SERIES I PREFERRED STOCK FOR SECURED CONVERTIBLE NOTE
Secured Convertible Note • February 3rd, 2006 • Stratus Services Group Inc • Services-help supply services • New York

THIS AGREEMENT, dated as of December 28, 2005, is entered into by and between STRATUS SERVICES GROUP, INC., a Delaware corporation, with headquarters located at 500 Craig Road, Suite 201, Manalapan, New Jersey 07726 (the “Company”) and Pinnacle Investment Partners, L.P., a New York limited partnership, with an office at 30 Montgomery Street, Suite 220, Jersey City, New Jersey 07032 (“Pinnacle”).

NON-COMPETE/NON-SOLICITATION AGREEMENT
Non-Solicitation Agreement • February 3rd, 2006 • Stratus Services Group Inc • Services-help supply services • New Jersey

This Accountabilities NON-COMPETE AND NON-SOLICITATION AGREEMENT (the “Agreement”) is made and entered into as of this 5th day of December, 2005, by and between STRATUS SERVICES GROUP, INC., a Delaware company (“Stratus”) and ACCOUNTABILITIES, INC., a Delaware corporation (“Accountabilities”), and the respective affiliates, officers, directors and/or principals of each of Stratus and Accountabilities.

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