0001044391-05-000028 Sample Contracts

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • June 15th, 2005 • Stratus Services Group Inc • Services-help supply services • California

This Asset Purchase Agreement ("Agreement") is made as of the 8th day of June, 2005, by and between ALS, LLC, a Florida limited liability company ("Buyer") with its principal business offices located c/o Advantage Services Group, 2200 Lucien Way, Suite 201, Maitland, Florida 32751, 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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EXHIBIT C-2 ALS NON-COMPETE/NON-SOLICITATION AGREEMENT
Non-Solicitation Agreement • June 15th, 2005 • Stratus Services Group Inc • Services-help supply services • California

This ALS NON-COMPETE AND NON-SOLICITATION AGREEMENT (the “Agreement”) is made and entered into as of this 8th day of June, 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.

SECOND ADDENDUM TO OUTSOURCING AGREEMENT
Outsourcing Agreement • June 15th, 2005 • Stratus Services Group Inc • Services-help supply services

THIS SECOND ADDENDUM TO A CERTAIN OUTSOURCING AGREEMENT (“AGREEMENT”) BETWEEN STRATUS SERVICES GROUP, INC. (“STRATUS”) AND ALS, LLC, AND/OR ANY OF THEIR RELATED ENTITIES OR AFFILIATES, ET. AL. (COLLECTIVELY “ADVANTAGE”) DATED AUGUST 13, 2004, AS AMENDED BY A CERTAIN TERMINATION OF MANAGEMENT AGREEMENT LETTER, DATED MARCH 29, 2005 (THE “LETTER ADDENDUM”) IS HEREBY ENTERED INTO BETWEEN THE PARTIES THIS 8th DAY OF JUNE, 2005.

EXHIBIT C-1 STRATUS NON-COMPETE/NON-SOLICITATION AGREEMENT
Non-Solicitation Agreement • June 15th, 2005 • 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 8th day of June, 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.

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