Exhibit 10.19.1


 


STRATUS
NON-COMPETE/NON-SOLICITATION AGREEMENT


 


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


 


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, Stratus
possesses substantial information and knowledge regarding the Purchased Assets;
and


 


WHEREAS, the parties desire to enter into an agreement
whereby Stratus agrees not to compete with Omahen 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


 


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


 


Stratus 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 edge and none of which is readily available except to
Stratus and employees of Omahen.


 


Stratus 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 edge and none of which is readily available except
to Stratus and employees of Omahen.


 

















 


Stratus 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 Omahen (hereafter “Confidential
Information”).


 


Non-Competition Agreement


 


Stratus 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, solicit or deal with any customers
of the Paterson, New Jersey; Perth Amboy, New Jersey; Elizabeth, New Jersey;
New Brunswick, New Jersey and Trenton, New Jersey offices (the “Omahen
Offices”) that it has done any business with during the preceding eighteen (18)
months.  Stratus also will not, during
the Restrictive Period, engage in any light industrial business in the
following New Jersey counties:  Essex,
Passaic, Sussex, Bergen, Union, Hudson, Somerset and Morris counties (the
“Excluded Counties”).  However, except
for those accounts listed on Schedule 2.21 of the Asset Purchase Agreement
(the “Omahen Customer List”) being sold as part of the Purchased Assets, any
clerical business or business other than light industrial business that Stratus
has or has done business with in the preceding eighteen (18) months relative to
the Excluded Counties, is specifically excluded from the terms of this
Agreement, and Stratus retains the right to continue to service same.    Stratus also agrees that it will not,
during the Restrictive Period, solicit any of Omahen’s accounts in all other
New Jersey counties other than the Excluded Counties (the “Shared Counties”) as
set forth on the attached Shared Counties customer lists being provided as
Schedule B hereof.  Stratus
acknowledges that doing so in any manner would interfere with, diminish and
otherwise jeopardize and damage the business and goodwill of the Omahen
Offices.  Notwithstanding the foregoing,
Stratus retains the right to continue to service the retained accounts and all
subsidiaries and affiliates thereof, set forth on Schedule A hereof (the
“Retained Accounts”).


 


Non-Disclosure Agreement


 


Stratus agrees that except as directed by Omahen, it
will not at any time use for any reason or disclose to any person any of the
Confidential Information of the Omahen 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 Stratus or otherwise, without the
prior written permission of Omahen in the Retained Business.


 


Agreement Not to Compete for Accounts or Personnel


 


Except as set forth above
and the Retained Accounts and prospects related thereto; and as set forth on
Schedule A hereof, Stratus 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 Omahen in the Omahen
Offices, either for Stratus’ 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.


 


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Limitation and Termination of Restrictive Covenants


 


Notwithstanding anything
contained in this Agreement to the contrary, the parties hereto acknowledge and
agree that (i) Stratus may continue to operate its business, subject to the
limitations and restrictions in the paragraph entitled Non-Competition
Agreement herein, other than in the Omahen Offices (the “Retained
Business”).  This Retained Business
specifically includes, but is not limited to all of Stratus’ offices other than
the Omahen Offices, the Retained Accounts and all subsidiaries and affiliates
thereof, and all business in the Church & Dwight and C&D Detergents
accounts nationally, other than Mercer and Middlesex counties, in which Omahen
has the right to service such accounts; 
(ii) Stratus’ continued operation of the Retained Business shall not be
deemed to violate the Non-Competition Agreement set forth above; and (iii)
Stratus shall be permitted to use and disclose Confidential Information to the
extent it overlaps with Stratus’ confidential information related to the
Retained Business without being in violation of the Non-Disclosure Agreement
set forth above.


 


	
   

  	
  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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