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                                                                    EXHIBIT 10.2

                                   EXHIBIT C-2

                              EMPLOYMENT AGREEMENT

        AGREEMENT made as of this 1ST day of December, 2002, by and between
STRATUS SERVICES GROUP, INC. (referred to herein as "Employer" or "Company")
with a principal place of business at 500 Craig Road, Manalapan, New Jersey
07726 and BERNARD FREEDMAN ("Employee") residing at 12663 Promentory Road, Los
Angeles, California 90049.

        NOW, THEREFORE, in consideration of the foregoing, and intending to be
legally bound, the parties mutually agree as follows:

    1.  EMPLOYMENT

            Employer agrees to employ Employee, and Employee hereby accepts such
    employment. The Employee shall serve as a REGIONAL VICE PRESIDENT. However,
    the Employee may serve in such positions, undertake such duties and have
    such authority as the Company shall assign to the Employee in its sole and
    absolute discretion. The Company has the right to change the nature, amount
    or level of authority and responsibility assigned to the Employee at any
    time, with or without cause. The Company may also change the title or titles
    assigned to the Employee at any time, with or without cause. Except as
    otherwise provided herein the Employee agrees to devote substantially all of
    his working time and efforts to the business and affairs of the Company. The
    Employee further agrees that he shall not undertake any outside activities
    which create a conflict of interest with his duties to the Company, or
    which, in the judgment of the Board of Directors of the Company, interfere
    with the performance of the Employee's duties to the Company. Anything to
    the contrary notwithstanding, (a) Employee shall not be required to relocate
    as a condition of employment, (b) Employee's duties and responsibilities
    shall not be increased without his prior written consent, and (c) Employee
    shall be permitted to work principally from his home.

    2.  DUTY OF LOYALTY

            Employer and employee agree to give each other thirty days notice of
    their intent to terminate this Agreement and their employment relationship.
    The parties agree that after the Initial Term (as defined in Section 3),
    this will be an at-will relationship, which means that either of them can
    terminate the employment relationship at any time for any lawful reason.

            Employer agrees that (a) Employee shall continue to own and operate
    Elite Personnel Services, Inc. ("Elite"), which is in the process of selling
    its business and assets; (b) Employee may engage in activities relating to
    the collection of accounts receivable of Elite from persons who may be
    customers of Employer's; (c) Elite intends to sell its business located at
    its Montebello and Glendale, California offices to U.S. Temp which will
    continue to operate such business with the assistance of Employee; and
    (d) Employee's activities relating to subsections (a), (b) and (c) shall not
    be deemed to cause a breach of any of the terms of this Agreement.

    3.  TERM.

            This agreement shall commence as of the date stated above and shall
    continue until terminated in accordance with the provisions of this
    Agreement. The "Initial Term" of this Agreement shall be the one year period
    from the date hereof, or, if "Gross Profits" (as defined below) exceed
    $2,500,000 for the first year of this Agreement, the Initial Term shall be
    the two year period from the date hereof. For purposes hereof only and not
    for purposes of determining the deferred purchase price as set forth in

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    Section 1.2(b) of the Asset Purchase Agreement dated November 19, 2002,
    between Employer and Elite, "Gross Profits" shall be calculated in the
    manner set forth in Section 1.2(b) and Schedule 1.2(b) of such Asset
    Purchase Agreement, except that the amount of worker's compensation
    insurance premium deducted from gross revenues shall not exceed 10% of such
    gross revenues. Employer may terminate this Agreement during the Initial
    Term only for "cause" as defined in Section 4(d) hereof. Employee may
    terminate this Agreement at any time with or without cause.

    4.  GROUNDS FOR TERMINATION.

    The Employee's employment may be terminated on any of the following grounds:

        (a)   WITHOUT CAUSE. The Employee, at any time, or the Company, after
              the Initial Term, may terminate the Employee's employment, without
              cause, by giving the other party to this Agreement at least 30
              days advance written notice of such termination.

        (b)   DEATH. The Employee's employment hereunder shall terminate upon
              his death.

        (c)   DISABILITY. If, as a result of the Employee's incapacity due to
              physical or mental illness, the Employee shall have been unable to
              perform the essential functions of his position, even with
              reasonable accommodation that does not impose an undue hardship on
              the Company, on a full-time basis for the entire period of six (6)
              consecutive months, and within thirty (30) days after written
              notice of termination is given (which may occur before or after
              the end of such six month period), shall not have returned to the
              performance of his duties hereunder on a full-time basis (a
              "disability"), the Company may terminate the Employee's employment
              hereunder.

        (d)   CAUSE. The Company may terminate the Employee's employment
              hereunder for cause. For purposes of this Agreement, "cause" shall
              mean that the Company, acting in good faith based upon the
              information then known to the Company, determines that the
              Employee has engaged in or committed: willful misconduct; theft,
              fraud or other illegal conduct which adversely affects Employer;
              refusal or unwillingness to substantially perform his duties
              (other than such failure resulting from the Employee's disability)
              for thirty (30) days after written demand for substantial
              performance is delivered by the Company that specifically
              identifies that manner in which the Company believes the Employee
              has not substantially performed his duties; any willful act that
              is likely to have the effect of injuring the reputation or
              business of the Company; violation of any fiduciary duty;
              violation of the Employee's duty of loyalty to the Company; or a
              material breach of any term of this Agreement which has not been
              cured within 30 days after written notice from Employer which
              specifically describes such breach. For purposes of this Section
              4(d), no act, or failure to act, on the Employee's part shall be
              considered willful unless done or omitted to be done, by him not
              in good faith and without reasonable belief that his action or
              omission was in the best interest of the Company.

    5.  EMPLOYEE WARRANTIES

            Employee warrants that he is free to enter into the terms of this
    Agreement and that he has no obligations inconsistent with unrestrained
    employment for Employer. Employee further agrees that during this
    employment, he shall devote substantially all of his working time and
    attention to the business of the Employer. Employee shall not prepare for,
    undertake or discuss with other employees of Employer any business or
    professional employment of any kind which is competitive with Employer.

    6.  COMPENSATION AND BENEFITS

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        Attached hereto and incorporated herein as Exhibit A.

    7.  CONFIDENTIALITY AND TRADE SECRETS

            Employee acknowledges that the manuals, methods, forms, techniques
    and systems which Employer owns, plans or develops, whether for its own use
    or for use by or with its clients, are confidential trade secrets and are
    the property of Employer.

            Employee further acknowledges that he will obtain access to
    confidential information concerning Employer's clients, including their
    business affairs, special needs, preferred methods of doing business,
    methods of operation, key contact personnel and other data, all of which
    provides Employer with a competitive advantage and none of which is readily
    available except to employees of Employer.

            Employee further acknowledges that he will obtain 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 by Employer, 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 Employer with a competitive
    advantage and none of which is readily available except to employees of
    Employer.

            Employee agrees that all of the foregoing information regarding
    Employer's methods, clients and employees constitutes valuable and
    proprietary trade secrets and confidential information of Employer
    (hereafter "Confidential Information").

    8.  NON-DISCLOSURE AGREEMENT

            Employee agrees that except as directed by Employer, the Employee
    will not at any time, whether during or after his employment with the
    Employer, use for any reason or disclose to any person any of the Employer's
    Confidential Information 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 the Employee or otherwise, without the
    prior written permission of Employer.

    9.  AGREEMENT NOT TO COMPETE FOR ACCOUNTS OR PERSONNEL

            Employee agrees that during his employment with Employer and/or the
    three (3) years after such employment ends, he 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 Employer, either for Employee's
    own benefit some other person or entity, and will not aid or assist any
    other person or entity to engage in any such activities.

    10. RETURN OF RECORDS AND PAPERS

            Upon the termination of his employment with Employer for any reason
    whatsoever, Employee agrees to return to an officer of Employer all manuals,
    records, documents, files and papers pertaining to Employer's business,
    methods, clients, employees or operations. In the event Employee fails to do
    so, or in the event Employee shall violate any covenant of this Agreement,
    Employee agrees to and does waive and forfeit all claims to unpaid
    compensation, commissions or severance pay, without affecting the right of
    Employer to compel the return of said records and papers or Employer's right
    to enforce any covenant of this Agreement.

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            Employee agrees that he has no proprietary interest in any documents
    or work product developed or used by Employee which in any way arises out of
    his employment by Employer. Employee shall from time to time, as requested
    by Employer, do all things which may be necessary to establish or document
    Employer's ownership of any such work product, including, but not limited
    to, execution of appropriate copyright applications or assignments.

    11. INJUNCTIVE RELIEF

            Employee recognizes that irreparable damage will result to Employer
    in the event he violates any covenant contained herein, and agrees that in
    the event of such violation Employer shall be entitled, in addition to its
    other legal or equitable remedies and damages, to temporary and permanent
    injunctive relief to restrain such violation(s) by Employee, without the
    need to post any injunction bond.

    12. LEGAL FEES

            In the event that legal proceedings are commenced by any party
    hereto against any other party hereto in connection with this Agreement or
    the transactions contemplated hereby, the party which does not prevail in
    such proceedings shall pay the reasonable attorney's fees and costs incurred
    by the prevailing party in such proceedings.

    13. INTERPRETATION OF AGREEMENT

            Any provision or clause hereof which may be invalidated as
    prohibited by law shall be ineffective to the extent of such illegality;
    however, this shall in no way affect the remaining provisions of this
    Agreement, and this Agreement shall be interpreted as if such clause or
    provision were not contained herein.

    14. ASSIGNMENT

            Employer may assign this Agreement and Employer's rights hereunder,
    to a successor or to an affiliated company, provided, however, that any such
    successor or affiliated company shall expressly agree to be subject to and
    bound by the terms of this Agreement.

    15. UNDERSTANDING OF PARTIES

            This Agreement represents the entire Agreement between the parties
    and supersedes any and all prior agreements or understandings, oral or
    written, between Employee and Employer pertaining to the subject matter
    covered by this Agreement. This Agreement shall not be changed or terminated
    orally, and no alleged change, termination or attempted waiver of any of the
    provisions hereof shall be binding unless set forth in a writing signed by
    both parties hereto. Employee agrees that this Agreement shall remain in
    full force and effect notwithstanding any permitted changes in job title,
    job assignment, position or salary. Employee acknowledges that the covenants
    and conditions of this Agreement are reasonable and necessary for the
    protection of Employer's business, and that Employee will be able to work
    and earn a living in the staffing industry even if this Agreement is fully
    enforced against him/her.

    16. MISCELLANEOUS

            A. All references to he, his or other masculine derivatives in this
    Agreement shall include she, hers and other feminine derivatives as
    appropriate.

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            B. Employee agrees and acknowledges that a violation of paragraphs 7
    through 10 hereof, will be deemed to constitute gross misconduct within the
    meaning of the Consolidated Omnibus Budget Reconciliation Act ("COBRA") and,
    therefore, will result in Employee's ineligibility for continued coverage or
    medical benefits through Employer's group plans.

            C. This Agreement shall be interpreted and construed according to
    the laws of the State of New Jersey. In the event of an action by either
    party alleging a violation of this Agreement, the parties hereto agree to
    service of process by mail.

            D. The waiver by Employer of a breach of any provision of this
    Agreement by Employee shall not operate or be construed as a waiver of any
    continuing or subsequent breach by Employee or as a waiver by Employer of
    any past, present or future right granted under this Agreement.

            E. Employee agrees that he will advise any prospective employer of
    the covenants and restrictions of this Agreement before accepting any offer
    from another employer.

            F. By signing below, Employee acknowledges receiving a copy of this
    Agreement. Employee acknowledges and agrees that he is entering into this
    Agreement voluntarily and of his own free will in order to obtain the
    benefits of employment and continued employment by Employer. Employee
    acknowledges and agrees that he has not been coerced or suffered any duress
    in order to induce him to enter into this Agreement.

            G.
Any notices or other communication required or permitted hereunder shall be in
writing and shall be sufficiently given if delivered personally or sent by
facsimile (with transmission confirmed), Federal Express, registered or
certified mail, return receipt requested, postage prepaid, addressed as follows
or to such other address or facsimile number of which the parties may have given
notice:

         TO THE SELLER:
         Mr. Bernard Freedman
         Chief Executive Officer
         12663 Promentory Rd.
         Los Angeles, CA 90049

         TO THE BUYER:                            WITH A COPY TO:
         Mr. Joseph J. Raymond                    Suzette Nanovic Berrios, Esq.
         President & CEO                          General Counsel
         Stratus Services Group, Inc.             Stratus Services Group, Inc.
         500 Craig Road, Suite 201                500 Craig Road, Suite 201
         Manalapan, NJ  07726                     Manalapan, NJ  07726

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Unless otherwise specified herein, such notices or other communications shall be
deemed received (a) on the date delivered, if delivered personally, by facsimile
or by Federal Express; or (b) three business days after being sent, if sent by
registered or certified mail.

        IN WITNESS HEREOF, the undersigned have hereunto set their hands as of
the date first above written.

        Employer:                                    Employee:

By: /s/ Joseph J. Raymond                    /s/ Bernard Freedman
    -----------------------------------      -----------------------------------
Name:   Joseph J. Raymond                    Bernard Freedman
Title:  President and CEO

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                                    EXHIBIT A

        SALARY AND BONUSES. The Employee's base salary shall be $100,000.00 per
annum earned and payable bi-weekly.

        EXPENSES. During the term of the Employee's employment, the Employee
shall be entitled to receive reimbursement for all reasonable and customary
expenses incurred by the Employee in performing services for the Company in
accordance with the Company's reimbursement policies as they may be in effect
from time to time. In addition, Employee will be entitled to a monthly expense
allowance of $5,000.00.

        BENEFITS. The Employee shall be entitled to participate in all employee
benefit plans, programs and arrangements of the Company (including, without
limitation or agreements and health benefits, insurance, retirement (401K) and
vacation plans, programs and arrangements), in accordance with the terms of such
plans, programs or arrangements in effect during the period of the Employee's
employment and at levels commensurate with other employees in comparable
positions. In addition, the Employee shall abide by and be entitled to the same
holiday and sick pay policy as is in effect for the corporate staff of the
Company. The parties to this Agreement recognize that the Company may terminate
or modify such plans, programs or arrangements at any time.

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