Exhibit 10.24

                           EMPLOYER SERVICE AGREEMENT

                           NORTHERN CALIFORNIA REGION


                                      -1-
<PAGE>

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   Certain confidential information has been omitted from this Exhibit 10.24
     pursuant to a confidential treatment request filed separately with the
Securities and Exchange Commission. The omitted information is indicated by the
 symbol "***" at each place in this Exhibit 10.24 where the omitted information
                           appeared in the original.
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                              OUTSOURCING AGREEMENT

This Employer Services Agreement  (hereinafter  referred to as "AGREEMENT"),  is
dated July 2, 2004,  but is entered  into as of June 14, 2004,  (the  "Effective
Date") by and between ALS, L.L.C., a Florida limited liability company or one of
its  wholly  owned  subsidiaries  qualified  to do  business  in  the  State  of
California,  with  principal  offices  located  at 27  North  Summerlin  Avenue,
Orlando,  Florida 32801  (hereinafter  referred to as "ADVANTAGE"),  and STRATUS
Services  Group,  Inc.,  a Delaware  corporation,  and all  affiliates  thereof,
including but not limited to those entities  having offices located at 500 Craig
Road, Suite 201, Manalapan, New Jersey 07726 (hereinafter  collectively referred
to as "STRATUS").

                                    RECITALS:

This AGREEMENT is based upon the following facts and circumstances:

A.  Whereas,  ADVANTAGE  is engaged in the  business  of  providing  outsourcing
services to client companies;

B. Whereas, STRATUS is engaged in the business of providing outsourcing services
to its client companies;

C. Whereas,  STRATUS wishes to utilize ADVANTAGE's  outsourcing services for its
own  permanent  employees and for any and all  temporary  employees  that it may
require to fulfill its own  contractual  commitments in its Northern  California
Region (as defined on page 10 hereof); and,

D. Whereas,  ADVANTAGE is willing to provide the outsourcing  services sought by
STRATUS;

It is hereby agreed as follows:

1. TERM OF AGREEMENT

      The term of the  AGREEMENT  shall be a minimum of two (2) years.  However,
STRATUS may notify  ADVANTAGE 90 days prior to the two year  anniversary of this
agreement  that it intends to terminate the agreement.  Thereafter  either party
may  terminate  this  AGREEMENT  by providing  90 days prior  written  notice of
termination to the other party.


                                      -2-
<PAGE>

2. INDEPENDENT CONTRACTOR RELATIONSHIP

      STRATUS  is  hiring  ADVANTAGE  as  an  independent   employee  management
contractor,  and nothing herein is intended to nor shall create the relationship
of employee,  partner,  joint venturer or associate,  or any other  relationship
between  STRATUS and  ADVANTAGE,  other than that of principal  and  independent
contractor.

      ADVANTAGE is an independent service company. Certain employees assigned to
ADVANTAGE  will be  "Contract"  employees  ("Contract"  Employees  are Advantage
Employees  providing a service to STRATUS) of STRATUS and STRATUS'  clients will
remain under the technical and business  directions of STRATUS  and/or  STRATUS'
clients at all times.

3. TERMINATION

      In the event of a material  breach of any term of this  AGREEMENT,  either
party may serve notice to terminate  this  AGREEMENT  upon two (2) business days
written notice to the party in breach  thereof.  For any material  breach of any
obligations other than payment obligations, the breaching party will have thirty
(30) days to cure the breach  after  receipt of such  notice.  For any  material
breach of payment  obligations,  the breaching party shall have two (2) business
days to cure same after receipt of notice.  STRATUS will pay $1000.00 per day of
payment  obligation  breach,  or 24% annual interest on the outstanding  amount,
compounded daily or maximum allowed by law, whichever is higher.

4. GENERAL DUTIES OF STRATUS

      STRATUS  shall be under no  obligation  to assign any  specific  number of
staff/employees  to ADVANTAGE,  except as provided on Exhibit A attached hereto,
which may be amended from time to time by mutual agreement of the parties.

      STRATUS (or  ADVANTAGE  at  ADVANTAGES  sole  discretion)  shall  recruit,
interview,  test, drug screen,  select and assign all applicants consistent with
its current practices; provided, however, that STRATUS must follow the ADVANTAGE
Applicant  Acceptance  Process,  set forth on Exhibit B attached hereto, and the
ADVANTAGE  Risk  Management  Policies  and  Procedures,  set forth on  Exhibit C
attached hereto.

      STRATUS will provide payroll data in the agreed upon format,  "Exhibit C",
including hours worked, pay rates, workers compensation classification, new hire
information, per diem, if any, and expenses, if any, for each contract employee.
In general,  said data is to be transmitted to ADVANTAGE no later than the third
workday following the end of a pay period,  by way of computer e-mail;  however,
ADVANTAGE  acknowledges  that there may be circumstances  from time-to-time when
late  time  cards


                                      -3-
<PAGE>

will be submitted and payroll will need to be processed  immediately.  ADVANTAGE
will be responsible for administration of health insurance and payment to health
insurance  providers,  and STRATUS will  indemnify  ADVANTAGE and hold ADVANTAGE
harmless  from any claim  related  to such  health  insurance  responsibilities,
provided  however  only to the extent that  STRATUS was  negligent  in supplying
required  information.  STRATUS will provide to ADVANTAGE a list of all required
payroll deductions.

      All  employees  shall fill out  STRATUS,  and not  ADVANTAGE,  time cards.
However, to the extent a notation is required by applicable law, such time cards
may be noted to indicate such STRATUS employees are "Outsourced  Employees",  or
similar terminology.

5. GENERAL DUTIES OF ADVANTAGE

      ADVANTAGE will process  deductions from payroll above for health insurance
contributions and any applicable wage  garnishments.  Deductions made due to any
applicable  garnishments  shall be paid directly to the  appropriate  garnishing
party.

      ADVANTAGE  will  process  payroll  described  above and will have  payroll
checks  for  contract  employees  delivered  to  STRATUS  no later than two days
following receipt of payroll data supplied by STRATUS, except in certain limited
circumstances, when time cards are late, as noted in Section 4 above.

      ADVANTAGE will withhold and pay to all appropriate  governmental  agencies
all FICA,  SUI,  FUI and other  applicable  taxes from the  compensation  of all
employees,  which are the subject of this AGREEMENT,  and will promptly  provide
STRATUS of evidence of payment of same.

      ADVANTAGE  will,  to  the  extent   necessary,   recruit  and  employ  the
appropriate on-site and staff personnel to assist in its performance of its risk
management  functions  hereunder,  and to control the employee  workplace as set
forth in more detail in Exhibit C hereto.

6. MUTUAL OBLIGATIONS OF STRATUS AND ADVANTAGE

      ADVANTAGE  and STRATUS will  conform to all  applicable  local,  state and
federal  regulations.  Any fines,  costs or penalties incurred by ADVANTAGE as a
result of improper  hiring  practices  committed by STRATUS,  including  but not
limited to hiring undocumented workers, will be paid for by STRATUS.

      STRATUS and ADVANTAGE will each ensure that all employment  decisions made
by  it in  connection  with  this  AGREEMENT  will  be in  compliance  with  all
applicable local, state and federal employment laws and regulations.


                                      -4-
<PAGE>

7. COMPENSATION TO ADVANTAGE

      ADVANTAGE  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. The fixed hourly billing rate includes employee labor rate,
cost of maintaining proper payroll and accounting records, Workers' Compensation
Insurance,  Federal  and State  Unemployment  Insurance,  and  other  applicable
payroll taxes, overhead and general and administrative cost and margin.

      The fixed  hourly  billing  rate shall be subject to reduction or increase
upon a reduction or increase of the workers' compensation insurance, federal and
state unemployment insurance rate, and any other applicable payroll tax rates to
ADVANTAGE  which are the  basis of such  fixed  hourly  billing  rate,  upon the
effective dates for such rate changes. However, if ADVANTAGE rates increase more
than 15%, then with 90 days notice prior to the first year  anniversary  of this
Agreement or thereafter, the parties agree to renegotiate this Agreement in good
faith.

8. INVOICING

ADVANTAGE's invoices to STRATUS will be rendered weekly. ADVANTAGE's billings to
STRATUS shall be in ADVANTAGE's standard format, which is set forth on Exhibit D
attached hereto, the general form of which STRATUS hereby acknowledges. Invoices
shall be billed  directly to STRATUS and not to STRATUS'  clients.  Stratus will
directly invoice its own client.  Stratus shall,  upon receipt of each ADVANTAGE
weekly invoice, forward a check representing fifty percent (50%) of the invoiced
amount,  which shall be  deposited  by  ADVANTAGE  that  Friday,  and shall also
forward a separate check  representing the remaining fifty (50%) of the invoiced
amount,  which shall be deposited  the following  Tuesday.  Once the offering is
closed all invoices will be paid on Friday of payday.

9. WORKERS' COMPENSATION INSURANCE

      ADVANTAGE  represents  and  warrants  that at all times during the term of
this AGREEMENT it will maintain  workers'  compensation  insurance in compliance
with the laws of the  State  of  California  for the  benefit  of the  ADVANTAGE
employees  outsourced  hereunder.  ADVANTAGE  shall  provide  STRATUS  with  the
appropriate  alternate  employer  endorsement  on the  Certificate  of Insurance
referred to herein as Exhibit F.

      Should at any point in time, ADVANTAGE receive a Notice of Cancellation of
such  the  workers'  compensation   insurance  required  under  this  AGREEMENT,
ADVANTAGE will immediately  provide STRATUS with the same Notice of Cancellation
as it shall receive from its insurer.


                                      -5-
<PAGE>

      Upon final  cancellation of the workers'  compensation  coverage  required
under  this  AGREEMENT,  this  AGREEMENT  shall  automatically  and  immediately
terminate.

      The failure by  ADVANTAGE  to notify  STRATUS of the  cancellation  of the
workers'  compensation  insurance  coverage  required  under this AGREEMENT will
constitute a material breach by ADVANTAGE hereunder.

      An exemplar of such workers' compensation  insurance coverage is set forth
in that certain certificate of insurance attached hereto as Exhibit F.

      ADVANTAGE  acknowledges  that while this AGREEMENT is in effect,  the need
may arise for STRATUS to provide to one or more of its clients,  certificates of
insurance  which  evidence  the  existence  of workers'  compensation  insurance
coverage  for the  benefit of the  workers  assigned  to such client by STRATUS.
ADVANTAGE  agrees to  promptly  furnish  and/or  assist in the  issuance of such
certificates of insurance.

      ADVANTAGE  acknowledges  that while this AGREEMENT is in effect,  the need
may arise for  STRATUS  to  provide  to one or more of its  clients,  waivers of
subrogation  pursuant  to  which  the  insurer  providing  workers  compensation
insurance  coverage to ADVANTAGE  and/or  STRATUS  and/or the clients of STRATUS
agrees to waive and  release its  ability to pursue  subrogation  against one or
more  individuals  or entities  relative to one or more  employee  injury claims
suffered by one or more workers assigned by STRATUS to such clients.  ADVANTAGE,
shall act in good faith in its  determination of whether a waiver of subrogation
will be provided and will promptly notify STRATUS of its decision.

10. PER CLAIM DEDUCTIBLE

      STRATUS will be responsible for the costs of any  work-related  claims but
only up to a maximum of $500.00  per  occurrence,  but not to exceed  $40,000.00
annually.  Any dispute to ADVANTAGE billing under this section must be submitted
in writing within 30 days after receipt of billing by ADVANTAGE; or such dispute
shall be deemed waived,  however,  ADVANTAGE's  ultimate  determination  will be
final.

11. PROTECTION OF EMPLOYEE RELATIONSHIPS:

      Neither  ADVANTAGE  nor STRATUS will,  without the written  consent of the
other, which consent shall not be unreasonably  withheld,  solicit,  recruit, or
otherwise  approach for  employment  any employee of the other during the twelve
(12) months after such employee terminates ADVANTAGE outsourcing services.


                                      -6-
<PAGE>

12. NON-SOLICITATION OF CLIENTS

      ADVANTAGE  and  STRATUS   acknowledge  that  by  virtue  of  the  business
transactions which are the subject of this agreement,  they are likely to become
aware of information  which would allow either of them to solicit the clients of
each other so that such clients might switch from ADVANTAGE to STRATUS,  or vice
versa.  In  recognition  thereof,  ADVANTAGE  and STRATUS  agree that while this
agreement  is in force,  and for a period of two  years  after its  termination,
neither ADVANTAGE nor STRATUS will engage in such solicitation.

      ADVANTAGE  provides  outsourcing  services for other  staffing  companies.
ADVANTAGE  agrees  to keep  confidential,  and not  disclose  Stratus  client or
employee  information  to  any  competing  entities  of  STRATUS.  Providing  of
outsourcing   services  to  clients   other  than  STRATUS  is  not   considered
solicitation.

13. PROPRIETARY INFORMATION

      ADVANTAGE  will inform its  corporate  employees  that  private  propriety
information of STRATUS and its clients may become  available to them.  ADVANTAGE
requires that its employees  maintain  confidentiality  and will provide STRATUS
with  a  form  of  Confidentiality  Agreement  and a  written  certification  of
compliance thereof upon request.

14. RECORDS AND ACCOUNTING

      ADVANTAGE  and 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. ADVANTAGE and STRATUS shall retain such
records for a period of seven (7) years from date of final invoice.

15. OBLIGATIONS UPON THE TERMINATION OF THIS AGREEMENT

      Upon  cancellation,  breach by ADVANTAGE or expiration of this  AGREEMENT,
ADVANTAGE shall return all STRATUS  property and documents (other than documents
that it must  retain  for tax or other  legal  purposes  for which it will allow
STRATUS to make copies, if necessary) in its possession to STRATUS,  and STRATUS
shall make payment for all services rendered and expenses incurred.

      Neither  ADVANTAGE nor STRATUS shall,  without the written  consent of the
other  party,  which  consent  may not be  unreasonably  withheld,  solicit,  or
otherwise approach for employment existing staff of the other during the term of
this AGREEMENT, nor for a period of twelve (12) months thereafter.


                                      -7-
<PAGE>

16. INDEMNIFICATION

      ADVANTAGE  and STRATUS each agree to  indemnify,  hold harmless and defend
the  other,  its  employees,  officers,  directors,   stockholders,  agents  and
representatives  from any and all third party claims,  debts,  losses,  actions,
liabilities and damages resulting from such indemnifying party's failure to meet
or perform any of its material obligations hereunder.

17. NOTIFICATIONS

      Whenever  any  notice is  required,  it shall be sent by  certified  mail,
return receipt requested,  and notice shall be deemed provided upon such deposit
in the U.S. mail. Notice addresses are as follows:

                  For ADVANTAGE:
                           ALS, L.L.C.
                           27 North Summerlin Avenue
                           Orlando, Florida 32801
                           Attention: Jay Wolin, CFO.

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

18. AMENDMENT

      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.

19. INTEGRATION CLAUSE

      In areas  where the terms of this  agreement  specifically  conflict  with
previous service  contracts as it relates to outsourcing  services in California
between the companies, the terms of this contract will have precedence.

20. GOVERNING LAW

      The laws of the State of Florida  shall  govern  this  AGREEMENT,  without
regard to the conflict of law provisions thereof, and any dispute or controversy
arising  out of or  relating  to this  AGREEMENT  or any  breach  hereof  or the
termination of this AGREEMENT shall be settled by a court of law in the State of
Florida,  unless an  alternate


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<PAGE>

jurisdiction is mutually agreed upon among the parties.  Judgment upon any award
may be entered in any court having jurisdiction thereof.

      IN WITNESS  WHEREOF,  the parties have made and executed this agreement as
of the date first written above.


STRATUS SERVICES GROUP, INC.              ALS, L.L.C.




By: s/ Joseph J. Raymond                  By: s/ Jay Wolin
   ----------------------------------        ----------------------------------
Name: Joseph J. Raymond                   Name: Jay Wolin
Title:    CEO                             Title:   CFO


                                      -9-
<PAGE>

ADDITIONAL CONSIDERATIONS

      1.    Upon complete transfer of all STRATUS field, temporary and permanent
            employees  approved by ASG, or August 1, 2004,  whichever  is later,
            ASG will take over the STRATUS  payroll  processing  center and Risk
            Management  Operations located in Downey, CA. ASG will take over the
            employment  and  management  of  personnel  and  assume  all  of the
            payments  related to operate  the  processing  center.  ASG will not
            assume any  leases or rents  during the  contract  period,  only the
            monthly  required  payments  related to the operation of the payroll
            center.  At the end of the contract  period ASG will have the option
            to  assume  all  leases.  ADVANTAGE  will  also  assume  the  entire
            employment costs for Regina Pritchard and Michelle Mills.

      2.    All payroll  will be processed on the ASG TKO system with a mutually
            agreed upon  timetable for conversion  provided all payroll  records
            and other  relevant  records  comply  with the  requirements  of all
            applicable SEC,  accounting,  and other regulatory  requirements for
            accounting records of a publicly-held company, and further provided,
            that such system will convert and be fed automatically into STRATUS'
            current  Keynote  system at the expense of STRATUS.  STRATUS will be
            able to use the TKO front office  software in all of its  California
            locations for just a licensing fee per user.  STRATUS will not pay a
            licensing  fee  for  any  of the  Downey  users.  At the  end of the
            contract period STRATUS will have an option to continue  utilization
            of the TKO front-end system for a mutually agreed upon fee.

      3.    STRATUS agrees not to make any attempt to circumvent  this agreement
            by  forming  a  new  company  or  any  other  means  that  would  be
            detrimental to the intent of this agreement.


                                      -10-
<PAGE>

                                    EXHIBIT A

Minimum Business Guarantee


ADVANTAGE will provide  outsourced  services as defined in the Employer Services
Agreement  for all of STRATUS'  Northern  California  Region  current and future
client  relationships  that are approved by ADVANTAGE for the entire term of the
agreement.


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<PAGE>

[LOGO]
Advantage Services Group
Providing Performance-Based Solutions


                                    EXHIBIT C
                    NEW CLIENT & INJURY PREVENTION PROCEDURES


NEW CLIENT:

Upon accepting a new client the New Client  Information  Form needs to be filled
out. The required  sections are client  information,  job description,  and risk
management. Worksite evaluation must be attached to new client form.


WORKSITE EVALUATION:

Levels  A & B must be  filled  out on all  new  clients  by an ASG  and  STRATUS
representative at the client facility being serviced. Level C is to be completed
when ASG management feels there is a need for further  assessment of client site
due to injuries.

ASG has the right to reject any accounts that do not meet its' Risk Profile.


                                      -12-
<PAGE>

<TABLE>
<CAPTION>
<S>                                                      <C>
Account Executive: _____________________________________ Branch Name/Number: _________________________________

Client Name: ___________________________________________ New or Revised Information:__________________________
Service Address: _______________________________________ Phone:_______________________________________________
                 _______________________________________ Fax:  _______________________________________________

Contact Person/Title: __________________________________ Phone:_______________________________________________

==============================================================================================================
                                          JOB DESCRIPTION
==============================================================================================================
Job Title: ____________________________________________ Number of Staffers: __________________________________

Job Description: _____________________________________________________________________________________________

Job Type:   Temporary: ___ Temp-To-Hire: ___ Direct Hire: ___ Payrolling: ___  Expected Start Date: __________

Hours: _____________________ Days: _____________ Staffer Reports To: _________________________________________

Length of Job: ___________________  Week Ending: _____________  Pay Rate: __________  OT Rate: _______________

Bill Rate: _______________ OT Bill Rate: ____________ OT after 8 or 40 hours: _____________ Mark Up: _________

==============================================================================================================
                                                LEGAL                          APPROVAL:
==============================================================================================================
Contract or Written Agreement:  Yes ____  No  _____ If Yes, document must be attached for review by Legal
                                                    before staffing.

==============================================================================================================
                                           RISK MANAGEMENT                     APPROVAL:
==============================================================================================================
Company Governing Class Code: _________________ Business Type: _________________ W.C. Code: __________________

Company Product: _______________________  Product Owned or Stored for Outside Vendors: _______________________

Worksite Evaluation Level A, B or C:  _________  Date Completed: __________  W.C. Rate: ______________________

==============================================================================================================
                                              INVOICING                        APPROVAL:
==============================================================================================================
Billing Attention:    _______________________________________________ Phone: _________________________________

Billing Address:      _______________________________________________ Fax:   _________________________________

                      _______________________________________________

Special Billing Requirements:    PO # __________  Department: ___________  Single Invoices: __________________

Explanation of Special Billing Requirements:  ________________________________________________________________

==============================================================================================================
                                                PAYMENT                        APPROVAL:
==============================================================================================================
Check Exchange:         YES _______   NO _______  Due Upon Receipt:      YES  _______     NO ________

Net 30 Days:            YES _______   NO _______  Other:  ____________________________________________________

==============================================================================================================
                                                CREDIT                         APPROVAL:
==============================================================================================================
Credit Rating: Satisfactory: ___ Unsatisfactory: ___ Approved: ___ Rejected: ____  Money in Advance Only: ____

Reason: ______________________________________________________________________________________________________

Terms:  Advance Payment: _______ Due Upon Receipt: ________ 30 Days: ________ Other: _________________________

Limits:   $5,000 _______   $10,000 ______   $20,000 ______    $50,000 _________  Other  ______________________

Full Time Equivalent Allowed:  Limit / Average Bill Rate / 40hours = FTE's per week   Number of FTE's: _______

==============================================================================================================
Account Executive: ________________________________  Branch Name/Number: _____________________________________
</TABLE>

        New Client Approval :
        ASG
        By:
        Title:


                                      -13-
<PAGE>

                      RISK MANAGEMENT POLICIES & PROCEDURES

Injury Occurs

Step 1:     Branch fills out Report of 1st Injury and sends to ASG Risk Manager;
            who immediately notifies ASG West Coast Representative of injury

Step 2:     ASG Risk Manager  determines  if injury is first aid or a reportable
            claim

Step 3:     ASG West Coast Representative and STRATUS Risk Manager visits client
            site for accident investigation based upon severity of injury

Step 4:     a)  Reportable  injury  is added to injury  spreadsheet  by ASG Risk
            Manager
            Or
            b) First aid injury is added to injury spreadsheet by ASG Risk
            Manager

Step 5:     Injury is reported to Insurer by ASG Risk Manager

Step 6:     ASG Risk  Manager  notifies  ASG West Coast  Representative  and the
            STRATUS Risk Manager

Step 7:     If injury  required  hospitalization  or potential  hospitalization,
            STRATUS Risk  Manager  will set up a  conference  call with ASG Risk
            Manager,  the Branch Manager,  and ASG West Coast  Representative to
            determine   strategy  for  claim   management,   implementation   of
            recommendations  for facility,  and appropriate  communication  with
            client.  The  ASG  Risk  Manager  should  be  the  one to set up the
            conference  call since the ASG Risk  Manager is the point of contact
            for reporting  claims.  The STRATUS Risk Manager won't know if there
            is a hospitalization unless this information is conveyed by ASG.

Step 8:     ASG Risk  Manager  responds to requests for claim  information  from
            Insurer including wage information, job description and work status,
            and forwards copy to ASG West Coast  Representative and STRATUS Risk
            Manager

Step 9:     Any  correspondence  regarding  the injury will be  forwarded to ASG
            Risk  Manager,  including  subrogation  and requests from the State,
            OSHA, Insurer, client, or subpoenas

Step 10:    ASG Risk  Manager will send a summary of the  correspondence  to the
            STRATUS Risk Manager and ASG West Coast Representative

Step 11:    ASG Risk Manager will confer with the ASG legal  representative  (to
            be designated by ASG) and/or STRATUS Legal Department as required

Step 12:    ASG Risk Manager  manages  claim and  continues to report to the ASG
            West Coast  Representative  and STRATUS Risk Manager until the claim
            is closed

Step 13:    ASG Risk Manager,  ASG West Coast  Representative,  and STRATUS Risk
            Manager will have a monthly West Coast claims review to evaluate the
            claims handling and claims status

                                   LIGHT DUTY

Step 14:    Must follow  procedures  outline in the Risk  Control  Services
            Manual regarding Light Duty Requirements

                                  MISCELLANEOUS

ASG will  document  full history of all claims and provide  STRATUS with regular
loss runs  relating  thereto.
ASG will  maintain  segregated  loss run  history relative to all claims in
Northern California Region.
Stratus will adhere to and bear the cost of all modified duty requirements as
determined by ASG.


                                      -14-
<PAGE>

                                    EXHIBIT E

                                BILLING SCHEDULE

1.    Hourly  billing  rates  include  FICA,  SUI,  FUI,  Workers'  Compensation
      Insurance,  General and Administrative costs and margin and any applicable
      government  imposed charges.  It is understood that any tax savings due to
      employees  meeting tax cutoffs will remain with Advantage  Services Group.
      The  billing  rate  will  be the  direct  labor  rate,  multiplied  by the
      applicable mark-up percentage from Table 1 below:

2.    ADVANTAGE will process  deductions for health insurance and any applicable
      support garnishments.  STRATUS will forward all garnishment information to
      ADVANTAGE.  Deductions  made due to any applicable  garnishments  shall be
      paid  directly to the  appropriate  garnishing  party.  Any tax credits or
      incentives  will benefit  ADVANTAGE  only, and not be credited to STRATUS.
      ADVANTAGE  shall not be held liable for any unknown or late deductions due
      to STRATUS' failure to provide information on a timely basis.

                                     * * *

<PAGE>

                                  July 6, 2004

VIA UPS COURIER
---------------

Mr. Jay Wolin
Advantage Services Group, LLC
27 N. Summerlin Avenue
Orlando, FL 32801


         RE:  AMENDMENT TO EMPLOYER  SERVICE  AGREEMENT  FOR NORTHERN
              CALIFORNIA  REGION BETWEEN STRATUS SERVICES GROUP, INC.
              ("STRATUS") AND ALS, LLC ("ADVANTAGE")
               --------------------------------------

Dear Mr. Wolin:

         It is my understanding that Stratus and Advantage have agreed to expand
the scope of the  minimum  business  guarantee  as set forth on Exhibit A to the
Employer Service Agreement Northern  California  Region,  dated July 2, 2004, by
and between  Stratus and  Advantage to  encompass  additional  geographic  areas
beyond the scope of the  Agreement.  The effective  date as to these  additional
geographic areas only (i.e., Orange, California,  Ontario,  California, Santa Fe
Springs, California, and Chino California branch locations) is June 28, 2004. By
virtue of this Letter  Agreement,  said  "Northern  California  Region"  will be
defined to encompass the Sacramento, California, Hayward, California, Fairfield,
California,   Orange,  California,   Ontario,   California,  Santa  Fe  Springs,
California, and Chino, California branch locations.

         Therefore,  all references in the Agreement to the "Northern California
Region" will, as of June 28, 2004, also include these offices.

         Additionally,  Section  8,  Invoicing,  is  by  virtue  of  the  Letter
Agreement, as to the Orange, California,  Ontario, California, Santa Fe Springs,
California, and Chino, California, only, modified to read in the fourth sentence
thereof, as follows:

      "STRATUS shall,  upon receipt of each ADVANTAGE weekly invoice,  forward a
      check  representing 25% of the invoiced amount which shall be deposited by
      ADVANTAGE  that  Friday;  shall  also  forward  a  check  representing  an
      additional  25% of the  invoiced  amount,  which  shall  be  deposited  by
      ADVANTAGE the following Monday; shall also forward a check representing an
      additional  25% of the  invoiced  amount,  which  shall  be  deposited  by
      ADVANTAGE  the  following   Tuesday;   and  shall  also  forward  a  check
      representing  the  final  25% of  the  invoiced  amount,  which  shall  be
      deposited by ADVANTAGE the following Wednesday."


<PAGE>

Advantage Services Group, LLC
July 6, 2004
Page Two

         In all other  respects,  the Employer  Service  Agreement  for Northern
California Region is hereby ratified and confirmed.

         Please indicate your agreement of same by signing where indicated below
and returning an original signed copy to the undersigned.


                                                   Very truly yours,

                                                   STRATUS SERVICES GROUP, INC.



                                                   By: /s/ Joseph J. Raymond
                                                       ---------------------
                                                       Joseph J. Raymond, CEO



AGREED AND ACCEPTED BY:

ALS, LLC



By:   /s/ Jay Wolin
      ---------------
Name: Jay Wolin
Title: CFO