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EXHIBIT 10.1


                            NON-COMPETITION AGREEMENT


         This Agreement (the "Agreement") is made and entered into as of June19,
2000 by and between Stratus Services Group, Inc., a Delaware corporation
("Stratus"), Outsource International, Inc., a Florida corporation ("OSI") and
Outsource International of America, Inc. ("OSIA").

                                    RECITALS:

         OSI and OSIA (hereinafter sometimes collectively referred to as
"Outsource") have agreed to restrict their ability to open up a Tandem business
in Philadelphia and Union Counties in the Commonwealth of Pennsylvania and
Somerset, Middlesex, Passaic, Bergen, Essex, Hudson, Union, Mercer, Monmouth and
Ocean Counties in the State of New Jersey (the "Territory") as hereinafter
provided; and

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

         1.       NONCOMPETITION AGREEMENT.

                  1.1 Except as set forth in Section 1.2 below, Outsource agrees
         that without the prior written consent of Stratus, Outsource shall not:

                  (a) for a period from the date of this Agreement and up to and
         including June 19, 2002, engage in a Competitive Business (as hereafter
         defined) or perform services, directly or indirectly, on behalf of
         itself or in connection with any other person, or as an employee,
         proprietor, owner, partner, director, officer, associate, shareholder,
         agent, contractor, employer, or consultant, of any entity, within the
         Territory;

                  (b) for a period from the date of this Agreement and up to and
         including June 19, 2002, (i) have any direct or indirect interest, as a
         disclosed or beneficial owner, in any Competitive Business within the
         Territory; (ii) perform services as a director, officer, manager,
         employee, consultant, representative, agent, independent contractor or
         otherwise for any Competitive Business within the Territory; or (iii)
         have any direct or indirect interest in any entity which is granted or
         is granting franchises or licenses to others to operate a Competitive
         Business within the Territory;

                  (c) for a period from the date of this Agreement and up to and
         including June 19, 2003, solicit or recruit any employee of Stratus or
         its affiliates; and/or directly or indirectly, on behalf of itself or
         any other person, or as an employee, proprietor, consultant, agent,
         contractor, employer, affiliate, partner, owner, officer, director,
         associate, or stockholder of any other person or entity, or in any
         other capacity, solicit, divert, take away or interfere with any of the
         business, customers, clients, contractors, trade or patronage of
         Stratus or its affiliates.

                  1.2 The restrictions contained in Section 1.1 shall also apply
         to the granting of new "Tandem" franchises within the Territory by
         Outsource or any of its affiliates.

                  1.3 In the event that any provisions of Section 1.1 or 1.2
         should be deemed to exceed the time or geographic limitations permitted
         under any applicable law, then such provisions shall




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         be, and hereby is, reformed to the maximum time or geographic
         limitations permitted under such applicable law.

                  1.4 As used herein, the term "Competitive Business" shall mean
         any business operating a temporary industrial staffing business, or any
         other business that provides the same or similar services as are
         customarily offered by Outsource in its "Tandem" businesses.

         2. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
successors and assigns, except that neither party may assign its obligations
hereunder without the prior written consent of the other parties hereto. Any
assignment in contravention of this provision shall be void.

         3. MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged unless such modification, waiver or discharge is agreed to
in writing and is signed by the parties hereto. No waiver by any other party
hereto at any time of any breach by any other party hereto of, or compliance
with, any provision of this Agreement to be performed by such other party shall
be deemed a waiver of similar or dissimilar provisions at the same or at any
prior or subsequent time.

         4. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey. The sole venue for any
action arising hereunder shall be Monmouth County, New Jersey.

         5. COUNTERPARTS. This Agreement may be executed in one or more
counterparts each of which shall constitute an original and all of which
together shall constitute one and the same Agreement. Facsimile signatures
shall have the same effect as original signatures.

         IN WITNESS WHEREOF, the parties have executed and caused this Agreement
to be executed and delivered as of the date first written above.

Witness:
                                    STRATUS SERVICES GROUP, INC.


/s/ J. Todd Raymond                 By: /s/ Joseph J. Raymond
                                        -----------------------------------
                                        Joseph J. Raymond, President & CEO


                                    OUTSOURCE INTERNATIONAL, INC.


/s/ Joseph C. Wasch                 By: /s/ Scott R. Francis
                                        -----------------------------------
                                        Scott R. Francis, Vice President


                                    OUTSOURCE INTERNATIONAL OF
                                    AMERICA, INC.

/s/ Joseph C. Wasch                 By: /s/ Scott R. Francis
                                        -----------------------------------
                                        Scott R. Francis, Vice President

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