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                                                                    EXHIBIT 10.1

                                   EXHIBIT C-1

                     NON-COMPETE/NON-SOLICITATION AGREEMENT

     This NON-COMPETE AND NON-SOLICATION AGREEMENT (the "AGREEMENT") is made and
entered into as of this 1st day of December, 2002, by and between STRATUS
SERVICES GROUP, INC., a Delaware company ("Stratus"), and ELITE PERSONNEL
SERVICES, INC., a California company ("Elite").

                                    RECITALS:

     WHEREAS, Elite and Stratus have executed an Asset Purchase Agreement
whereby Stratus has purchased certain assets related to the ongoing clerical and
light industrial staffing business of Elite (the "Purchased Assets"); and

     WHEREAS, Elite possesses substantial information and knowledge regarding
the Purchased Assets; and

     WHEREAS, Stratus and Elite desire to enter into an agreement whereby Elite
agrees not to compete with Stratus relating to the Purchased Assets.

     NOW, THEREFORE, for consideration, the receipt and sufficiency of which is
hereby acknowledged, and other good and valuable consideration, the parties
hereto agree as follows:

CONFIDENTIALITY AND TRADE SECRETS

     Elite acknowledges that the manuals, methods, forms, techniques and systems
which it has sold to Stratus whether for its own use or for use by or with its
clients, are confidential trade secrets and are the property of Stratus.

     Elite further acknowledges that it has had access to confidential
information concerning the Purchased Assets and clients relating thereto,
including their business affairs, special needs, preferred methods of doing
business, methods of operation, key contact personnel and other data, all of
which provides Stratus with a competitive advantage and none of which is readily
available except to Elite and employees of Stratus.

     Elite further acknowledges that it has had access to the names, addresses,
telephone numbers, qualifications, education, accomplishments, experience,
availability, resumes and other data regarding persons who have applied or been
recruited for temporary or permanent employment relating to the Purchased
Assets, as well as job order specifications and the particular characteristics
and requirements of persons generally hired by a client, specific job listings,
mailing lists, computer runoffs, financial and other information, all of which
provides Stratus with a competitive advantage and none of which is readily
available except to Elite and employees of Stratus.

     Elite agrees that all of the foregoing information regarding the Purchased
Assets and all methods, clients and employees related thereto constitutes
valuable and proprietary trade secrets and confidential information of Stratus
(hereafter "Confidential Information").

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NON-COMPETITION AGREEMENT

     Elite agrees that it shall not, for a period of five (5) years from the
date of the Asset Purchase Agreement either directly or indirectly, on its own
account or as agent, stockholder, employer, or otherwise in conjunction with any
other person or entity, engage in competition with the Purchased Assets, or act
in concert with a business in competition with the Purchased Assets within a ten
(10) mile radius of the Las Vegas, Nevada, Henderson, Nevada, Bellflower,
California, West Covina, California, Rancho Cucamonga, California and Culver
City, California offices (the "Stratus Offices"). Elite further agrees that
regardless of geographic location, it will not, during said time period and
unless otherwise agreed to by the parties, service any customers of the Stratus
Offices that it has done any business with during the preceding eighteen (18)
months in the line of business of the Stratus Offices. Elite acknowledges that
doing so in any manner would interfere with, diminish and otherwise jeopardize
and damage the business and goodwill of the Stratus Offices.

NON-DISCLOSURE AGREEMENT

     Elite agrees that except as directed by Stratus, it will not at any time
use for any reason or disclose to any person any of the Confidential Information
of the Stratus Offices or permit any person to examine and/or make copies of any
documents which may contain or are derived from Confidential Information,
whether prepared by Elite or otherwise, without the prior written permission of
Stratus in the retained business.

AGREEMENT NOT TO COMPETE FOR ACCOUNTS OR PERSONNEL

     Elite agrees that during the five (5) years after the Asset Purchase
Agreement it will not, directly or indirectly, contact, solicit, divert, take
away or attempt to contact, solicit, divert or take away any staff employee,
temporary personnel, customer, account, business or goodwill from Stratus in the
Stratus Offices, either for Elite's own benefit or some other person or entity,
and will not aid or assist any other person or entity to engage in any such
activities.

LIMITATION AND TERMINATION OF RESTRICTIVE COVENANTS

     Notwithstanding anything contained in this Agreement to the contrary, the
parties hereto acknowledge and agree that (i) Elite may continue to operate its
business, other than in the Stratus Offices (the "Retained Business"); (ii)
Elite's continued operation of the Retained Business shall not be deemed to
violate the Non-Competition Agreement set forth above; (iii) Elite shall be
permitted to use and disclose Confidential Information to the extent it overlaps
with Elite's confidential information related to the Retained Business without
being in violation of the Non-Disclosure Agreement set forth above; (iv) Elite
shall be permitted to solicit business from and provide services to customers of
Stratus, provided that such solicitation of business and provision of services
relates to its Retained Business; and (v) Elite's sale of its business located
at its Montebello and Glendale offices to U.S. Temp and the continued operation
of such business by U.S. Temp with the assistance of Elite or Bernard Freedman
shall not violate the Non-Competition Agreement or the Agreement Not to Compete
for Accounts or Personnel set forth above.

STRATUS SERVICES GROUP, INC.                ELITE PERSONNEL SERVICES, INC.

/s/ Joseph J. Raymond                       /s/ Bernard Freedman
-------------------------------             ---------------------------
Joseph J. Raymond                           Bernard Freedman
Chairman and CEO                            Chief Executive Officer

                                       -2-
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                                   EXHIBIT C-3

                              NON-COMPETE AGREEMENT

     This NON-COMPETE AGREEMENT (the "AGREEMENT") is made and entered into this
1ST day of December, 2002, by and between STRATUS SERVICES GROUP, INC., a
Delaware company ("Stratus"), and BERNARD FREEDMAN ("Freedman").

                                    RECITALS:

     WHEREAS, Freedman and Stratus are simultaneously entering into an Asset
Purchase Agreement whereby Stratus has purchased certain assets related to the
ongoing clerical and light industrial staffing business of Elite Personnel
Services, Inc. ("Elite") (the "Purchased Assets"); and

     WHEREAS, Freedman possesses substantial information and knowledge regarding
the Purchased Assets; and

     WHEREAS, Stratus and Freedman are simultaneously entering into an
Employment Agreement which will provide for Freedman's levels of compensation
while employed by Stratus in exchange for certain non-disclosure and
confidentiality covenants (the "Employment Agreement").

     WHEREAS, Stratus and Freedman desire to also enter into an agreement
whereby Freedman agrees not to compete with Stratus relating to the Purchased
Assets and related to Stratus' current business operations.

     NOW, THEREFORE, for consideration, the receipt and sufficiency of which is
hereby acknowledged, and other good and valuable consideration, the parties
hereto agree as follows:

NON-COMPETITION AGREEMENT

     Freedman agrees that he shall not, for a period of three (3) years from the
date of the Asset Purchase Agreement either directly or indirectly, on his own
account or as agent, stockholder, employer, or otherwise in conjunction with any
other person or entity, engage in competition with the Purchased Assets, or act
in concert with a business in competition with the Purchased Assets within a ten
(10) mile radius of the Las Vegas, Nevada, Henderson, Nevada, Bellflower,
California, West Covina, California, Rancho Cucamonga, California and Culver
City, California offices (the "Acquired Offices"). Freedman further agrees that
regardless of geographic location, he will not, during said time period and
unless otherwise agreed to by the parties, service any customers of the Stratus
Offices that he has done any business with during the preceding eighteen (18)
months in the line of business of the Acquired Offices. Freedman acknowledges
that doing so in any manner would interfere with, diminish and otherwise
jeopardize and damage the business and goodwill of the Stratus Offices.

     Freedman further agrees that in the event of termination of his employment
by Stratus for any reason whatsoever, he shall not, for a period of three (3)
years from the date of such termination (such period not to include any
period(s) of violation or period(s) of time required for litigation to enforce
the covenants herein) either directly or indirectly, on his own account or as
agent, stockholder, employer, employee or otherwise in conjunction with any
other person or entity, engage in competition in a business similar to that of
Stratus, or be employed by a business in competition with Stratus within a
radius of fifty (50) miles of any office(s) and/or area(s) to which he was
assigned and/or managed for Stratus; nor will he solicit accounts, personnel, or
engage in any other competitive activities within the above-referenced
geographic location(s). Freedman further agrees that regardless of geographic
location, he will not during

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said time period, service any customers Stratus has done any business with
during the preceding eighteen (18) months. Freedman acknowledges that doing so
in any manner would interfere with, diminish and otherwise jeopardize and damage
the business and goodwill of Stratus.

LIMITATION OF RESTRICTIVE COVENANTS

     Notwithstanding anything contained in this Agreement to the contrary, the
parties hereto acknowledge and agree that (i) Freedman may continue to own and
operate Elite, other than in the Acquired Offices (the "Retained Business");
(ii) Freedman and Elite's continued operation of the Retained Business shall not
be deemed to violate the Non-Competition Agreement set forth above; (iii)
Freedman and Elite shall be permitted to use and disclose Confidential
Information (as defined in the Employment Agreement) to the extent it overlaps
with Elite's confidential information related to the Retained Business without
being in violation of any non-disclosure agreement set forth in the Employment
Agreement; (iv) Freedman and Elite shall be permitted to solicit business from
and provide services to customers of Stratus, provided that such solicitation of
business and provision of services relates to its Retained Business; and (v)
Elite's sale of its business located at its Montebello and Glendale, California,
offices to U.S. Temp and the continued operation of such business by U.S. Temp
with the assistance of Elite or Freedman shall not violate the Non-Competition
Agreement set forth above.

STRATUS SERVICES GROUP, INC.

/s/ Joseph J. Raymond                       /s/ Bernard Freedman
------------------------------              -----------------------------
Joseph J. Raymond                           Bernard Freedman
Chairman and CEO

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