Exhibit 10.19.4


 


CASE
NON-COMPETE/NON-SOLICITATION AGREEMENT


 


This CASE  NON-COMPETE AND NON-SOLICITATION AGREEMENT
(the “Agreement”) is made and
entered into as of this 10th day of September, 2003, by and between KEVIN CASE (“Case”)
and STRATUS
SERVICES GROUP, INC., a Delaware company (“Stratus”).


 


RECITALS:


 


WHEREAS, D/O STAFFING LLC, a New Jersey limited
liability company (“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 and Stratus have executed an agreement
providing for limitations and restrictions on Omahen’s right to compete with
Stratus, a copy of which is annexed hereto as Exhibit “A” (“Covenant
Agreement”); and


 


WHEREAS, Case was previously employed by Stratus as
its Vice President of Operations; and


 


WHEREAS, upon the closing of the transaction between
Omahen and Stratus, Case will become an employee of an entity owned by Omahen;
and


 


WHEREAS, Case is currently subject to the terms of a
certain Employment Agreement dated June 12, 2000 between Stratus as
Employer and Case as Employee, as amended per the terms of a certain letter
agreement between Case and Stratus dated August 12, 2003 (collectively the
“Employment Agreement”); and


 


WHEREAS, Case possesses substantial information and
knowledge regarding the Purchased Assets as well as the Retained Business,
including the Retained Accounts and Shared Accounts, all as defined in the
Asset Purchase Agreement; and


 


WHEREAS, Case and Stratus wish to re-confirm in some
respects the Employment Agreement and to also modify/clarify same; and


 


WHEREAS, Stratus and Case desire to enter into an
agreement whereby Case agrees not to compete with Stratus to the extent
hereinafter set forth.


 


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


 


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


 


Case further acknowledges
that he has had access to confidential information concerning Stratus’ Retained
Business and clients relating thereto, including their business affairs,
special needs, preferred methods of doing business, prospects, methods of
operation, key contact personnel and other data, all of which provides Case
with a competitive edge and none of which is readily available except to
Stratus.


 


Case further acknowledges
that he 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 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 Case with a competitive edge and none of which is readily available
except to Stratus.


 


Case 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


 


Case agrees that regardless of geographic location, he
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). Case also
agrees that during the Restrictive Period he 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. Case 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


 


Case agrees that except as directed by Stratus, he
will not at any time use for any reason or disclose to any person any of the
Confidential Information or permit any person to examine and/or make copies of
any documents which may contain or are derived from Confidential


 


2

















 


Information, whether prepared by Stratus or otherwise,
without the prior written permission of Stratus, in Stratus’ Retained Business.


 


Agreement Not to Compete for Accounts or Personnel


 


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


 


Consent of Stratus


 


Stratus hereby consents
to the employment of Case by Omahen and agrees that such employment shall not
constitute a violation of any agreement or understanding to which Stratus is a
party.


 


3

















 


Restrictive Period


 


If the employment of Case
by Omahen is terminated for any reason, the Employment Agreement shall be
reinstated except that the number of months in the applicable time period shall
be shortened by the number of months of Case’s employment by Omahen provided
that, during Case’s term of employment by Omahen, he was at all times in
compliance with the terms of this Agreement.


 


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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Kevin Case

  	
   

  
	
   

  	
  KEVIN CASE

  



 


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