Exhibit 10.19.2


 


OMAHEN
NON-COMPETE/NON-SOLICITATION AGREEMENT


 


This OMAHEN NON-COMPETE AND NON-SOLICITATION AGREEMENT
(the “Agreement”) is made and
entered into as of this 10th day of September, 2003, by and between STRATUS
SERVICES GROUP, INC., a Delaware company (“Stratus”) and D/O STAFFING LLC, a New
Jersey limited liability company  (“Omahen”).


 


RECITALS:


 


WHEREAS, Omahen and
Stratus have executed an Asset Purchase Agreement (“Asset Purchase Agreement”)
whereby Omahen has purchased certain assets related to the ongoing clerical and
light industrial staffing business of Stratus at the Paterson, New Jersey;
Perth Amboy, New Jersey; Elizabeth, New Jersey; New Brunswick, New Jersey; and
Trenton, New Jersey branch offices (the “Purchased Assets”); and


 


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


 


WHEREAS, the parties desire to enter into an agreement
whereby Omahen agrees not to compete with Stratus relating to Stratus’ Retained
Business, as defined below.


 


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


 


Omahen acknowledges that
the manuals, methods, forms, techniques and systems of Stratus in its Retained
Business, are confidential trade secrets and are the property of Stratus.


 


Omahen further
acknowledges that it has had access to confidential information concerning
Stratus’ Retained Business, as defined below, 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 Omahen with a competitive edge and none of which is readily
available except to Stratus.


 


Omahen 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 Stratus’ Retained Business,
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 Omahen with a competitive edge and none of which is readily available
except to Stratus.


 

















 


Omahen agrees that all of
the foregoing information regarding Stratus’ Retained Business and all methods,
clients and employees related thereto constitutes valuable and proprietary
trade secrets and confidential information of Stratus (hereafter “Confidential
Information”).


 


Non-Competition Agreement


 


Omahen agrees that regardless of geographic location,
it will not, during  the eighteen month
period commencing with the Effective Date of the Asset Purchase Agreement
(“Restrictive Period”) and unless otherwise agreed to by the parties by way of
subcontracting agreement, payrolling agreement or otherwise, service any
customers of Stratus’ business offices other than the Paterson, New Jersey;
Perth Amboy, New Jersey; Elizabeth, New Jersey; New Brunswick, New Jersey and
Trenton, New Jersey offices (the “Omahen Offices”) (Stratus’ other such offices
being the Retained Business).  Omahen
also agrees that during the Restrictive Period it will not solicit the Retained
Accounts set forth on Schedule A hereof or any of Stratus’ accounts in the
New Jersey counties other than the Excluded Counties as set forth on the
attached customer lists being provided as Schedule B hereof.  Omahen acknowledges that doing so in any
manner would interfere with, diminish and otherwise jeopardize and damage the
business and goodwill of Stratus.


 


Non-Disclosure Agreement


 


Omahen 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 Retained Business or Retained Accounts 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
Stratus or otherwise, without the prior written permission of Stratus in the
Retained Business.


 


Agreement Not to Compete for Accounts or Personnel


 


Omahen agrees that during
the Restrictive Period 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 Retained Business offices of Stratus as of the period twelve
(12) months prior to the date of the Closing through the Effective Date, either
for Omahen’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.


 


2

















 


Retained Business


 


For purposes of this
Agreement, the term “Retained Business” shall have the meaning ascribed to it
in the Stratus Non-Compete and Non-Solicitation Agreement between Stratus and
Omahen.


 


 


	
   

  	
  STRATUS SERVICES GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph J. Raymond

  	
   

  
	
   

  	
   

  	
  Joseph
  J. Raymond

  
	
   

  	
   

  	
  Chairman
  and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  D/O STAFFING LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis Omahen

  	
   

  
	
   

  	
   

  	
  Dennis
  Omahen

  
	
   

  	
   

  	
  Title:  Manager

  



 


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