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                              EMPLOYER SERVICE AGREEMENT


This Employer  Services  Agreement  (hereinafter  referred to as "Agreement") is
entered into as of May 24, 2000, (the  "Effective  Date") by and between Stratus
Services Group,  Inc. with corporate  offices  located at 500 Craig Road,  Suite
201,  Manalapan,  New Jersey 07726  (hereinafter  referred to as "Stratus")  and
HealthCare  Integrated  Systems  located at 1040 Broad Street,  Shrewsbury,  New
Jersey 07702 (hereinafter referred to as "Client").

     1.0 The term of the  Agreement  shall be for a period  of one (1) year from
the Effective Date and will  automatically be extended on an annual basis unless
thirty  (30)  days  written  notice  of  termination  is  received  prior to the
anniversary date of the Agreement.

     1.1 This  Agreement  may be  cancelled  by either  party  upon two (2) days
written notice in the event of material breach of this Agreement by the party so
notified.

     2.0  Stratus  is in the  business  of  providing  payroll  and  outsourcing
services to client  companies.  The Client may require that Stratus  initiate an
employment  relationship with personnel  recruited by the Client and Stratus may
invoice for this service.

     3.0  Stratus  will  perform  work at the  Client  facilities  or in Stratus
offices or establish a temporary facility as required to meet individual project
needs.


     4.0 Whereas the Client  desires  outsourcing/payroll  services  and whereas
Stratus agrees to provide those services, it is hereby agreed as follows:

     4.1 That Client employs Stratus as an independent  contractor,  and nothing
herein is intended to nor shall create the  relationship  of employee,  partner,
joint  venturer  or  associate,  or any other  relationship  between  Client and
Stratus, except that of principal and independent contractor.

     4.2 Stratus is an independent  service company.  The personnel  assigned to
the  Client  are  Stratus  employees,  and will be paid for  their  services  by
Stratus.
        4.3 Stratus will recognize all legal and ethical rules,  regulations and
policies established by the Client.

     4.4  Stratus  will apply  uniform and  equitable  standards  of  employment
criteria for applicants to assure the best possible use of applicant  regardless
if race, creed, color, national origin, sex or age.

        4.5 Applicants  shall be recruited,  tested,  interviewed,  selected and
assigned by Client when required.

     4.6 Stratus will pass a mark-up per the cost  schedule  attached as Exhibit
"A" to the direct labor cost (straight time and overtime) to determine the fixed
hourly billing rate.

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     4.7 The fixed hourly  billing rate includes  employee  labor rate,  cost of
maintaining  proper payroll and accounting  records,  Workers'  Compensation and
General Liability Insurance,  Federal and State Employment Insurance,  and other
applicable  payroll  taxes,  overhead  and general and  administrative  cost and
profit.

     4.8 When  Stratus  employees  are  required  to travel on Client  business,
expenses  incurred will be advanced by Stratus and billed to Client at cost plus
3%.
     4.9 Other  direct  expenses  for items which would fall  outside the normal
scope of this Agreement  including but not limited to printing,  telephone,  and
overnight delivery service, will be invoiced weekly.

5.0     GENERAL INFORMATION

     5.1 Billing: Stratus invoices will be rendered weekly. All associated costs
will be itemized.  Funds will be wire  transferred  to Stratus before payroll is
released.

     5.2 Invoice Format: Standard Stratus.

     5.3  Independent  Contractor:  Stratus is an  Independent  Contractor.  The
personnel  assigned to the Client  premises by Stratus are  employees of Stratus
and are hereinafter referred to as employee or employees.

     5.4  Conformity  with Client Rules:  Stratus will  recognize all applicable
rules,  regulations  and policies  established  by the Client on whose  premises
employee  performs  services.  Stratus  shall  inform  employees  that  they are
required to recognize such rules, regulations and policies.

     5.5 Proprietary Information: Stratus will inform its employees that private
propriety  information  of the  Client  may become  available  to them.  Stratus
requires that its employees maintain  confidentiality and will provide a written
certification upon request.

     5.6  Records,  Accounting:  Stratus  shall  maintain  complete and accurate
accounting  records in accordance with generally accepted  accounting  practices
(GAAP) to  substantiate  all charges  hereunder.  Such records  include  payroll
records, job cards, attendance records and summaries.  Stratus shall retain such
records for a period of three (3) years from date of final invoice.

     5.7  Insurance:   Workers'  Compensation  and  General  Liability  will  be
maintained for the duration of the Agreement.  Appropriate certificates attached
as Exhibit "B".

     5.8 Equal Opportunity Employer: Stratus will be responsible for meeting the
EEO criteria and will defend any claim  arising  from this  recruiting  program.
Stratus will hold Client  harmless for any EEO  violations  caused by any act or
omission by Stratus employees and/or their agents.

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     6.0 Whenever any notice is  required,  it shall be sent by certified  mail,
return receipt requested. Notice addresses are as follows:

               For:   HealthCare Integrated Systems
                      1040 Broad Street
                      Shrewsbury, New Jersey  07702
                      Attention:  Elliott Vernon

               For:   Stratus Services Group, Inc.
                      500 Craig Road, Suite 201
                      Manalapan, New Jersey  07726
                      Attention:  Michael A. Maltzman, CFO

     7.0 Stratus  agrees to  indemnify,  hold  harmless and defend  Client,  its
employees,  officers, directors,  stockholders,  agents and representatives from
claims, debts, losses,  actions,  liabilities and damages resulting from Stratus
recruiting  activity  or  Stratus'  failure  to  meet  or  perform  any  Stratus
obligation.

     8.0 Neither Stratus nor its agents,  officers,  directors,  shareholders or
representatives  shall be  liable to Client  for any loss or damage  arising  or
resulting  from  negligence  or  wrongful  conduct  unless due to Stratus  gross
negligence or misconduct.

     9.0 Should Stratus or Client institute legal proceedings against the other,
the  prevailing  party will be entitled to recover all  attorney  fees and other
costs arising from such action.

     10.0 Neither  Stratus nor the Client shall  without the written  consent of
the other, solicit,  approach or otherwise proselyte existing staff of the other
during  the  term of this  Agreement  nor  for a  period  of  ninety  (90)  days
thereafter.

     11.0 Upon  cancellation,  breach or expiration of this  Agreement,  Stratus
shall  return all property and  documents  in its  possession  to the Client and
Client shall make payment for all services rendered and expenses incurred.

     12.0 This Agreement may be amended from time to time by mutual agreement of
the parties, executed and approved in the same manner as this Agreement.

13.0    The parties have made and executed this Agreement this
24th day of May, 2000.

STRATUS SERVICES GROUP, INC.


By:     /s/ Michael A. Maltzman
        Michael A. Maltzman
        Chief Financial Officer

HEALTHCARE INTEGRATED SYSTEMS


By:     /s/ Elliott H. Vernon
        Elliott Vernon
        Chairman of the Board and
        Chief Executive Officer





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                                  Exhibit "A"

                                 Cost Schedule


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                                  Exhibit "A"

Cost Schedule

     1.0 Hourly  billing  rates include FICA,  SUI, FUI,  Workers'  Compensation
Insurance,  General Liability  Insurance,  General and Administrative  costs and
profit.  The billing rate will be the total of the established direct labor rate
per labor  category,  multiplied by the applicable  billing rate percentage from
the following table:


ALL LOCATIONS
TOTAL MARK-UP PERCENTAGE = 35%

     2.0 Approved  expenses (4.8 and 4.9 of the  Agreement)  will be invoiced at
cost plus 3%.

     3.0 Overtime is invoiced at time and one half  multiplied by the applicable
billing rate percentage.

     4.0 HealthCare  Integrated  System's health insurance will be maintained by
Stratus. It will be billed at cost. (paid in advance)

     5.0 The Company paid portion of the employee  health  insurance  and 401(k)
contribution will be billed at cost.

     6.0 Stratus will offer direct deposit.

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                              GENERAL INFORMATION


     Billing:  Stratus  invoices for services  provided are presented weekly and
are due upon a  receipt  via wire  transfer.  All  associated  costs  are  fully
itemized.

     Invoice Format: Standard Stratus

     Independent  Contractor:  Stratus  certifies  that  it  is  an  independent
contractor  and all  personnel  assigned to Client  projects  by Stratus  remain
Stratus employees, and as such, under Stratus direction and control.

     Proprietary  Information:  Stratus  informs and directs its employees  that
proprietary  information  of its clients may become  available to them.  Stratus
requires its  employees to maintain  confidentiality  and will provide a written
certification upon request.

     Accounting Records: Stratus shall maintain complete and accurate accounting
records in accordance with generally  accepted  accounting  practices  (GAAP) in
order to substantiate  all charges  hereunder.  Such records may include payroll
records,  job cards,  attendance  records and summaries.  Stratus shall maintain
such records for a period of three (3) years from date of final invoice.

     Equal Opportunity Employer:  Stratus will be solely responsible for meeting
EEO criteria and will defend any claims arising from this program. Stratus shall
hold Client  harmless  from any EEO  violation  caused by any act or omission by
Stratus employees or their agents.

     Benefit Accrual:  All health coverage,  holiday and vacation pay are direct
billed to Client at time of qualification, therefore no accrual of such benefits
exist in the event termination  occurs other than the anniversary date. Any such
claim is the sole  responsibility of the Client.  Satisfaction of such claim, at
the direction of the Client, is billable at the same terms as other benefits.