Exhibit 10.25

                           EMPLOYER SERVICE AGREEMENT



                                   CALIFORNIA

<PAGE>

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   Certain confidential information has been omitted from this Exhibit 10.25
     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 10.25 where the omitted information
                           appeared in the original.
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                              OUTSOURCING AGREEMENT

This Employer Services Agreement  (hereinafter  referred to as "AGREEMENT"),  is
entered  into as of August 13, 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; 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 second 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.       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.


<PAGE>

         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 and
the temporary  Contract  Employees  will remain under the technical and business
directions of ADVANTAGE 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.  If this
agreement  terminates  by Stratus then Stratus  shall pay to Advantage  Services
Group a  termination  fee.  This  fee  shall  be  calculated  from  the  date of
termination through the end of the two year contract.  The fee shall be equal to
3% of what the payroll  would have been over that period of time.  The amount of
payroll shall be calculated based on the average payroll over the 13 weeks prior
to the termination for all California branches of Stratus

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 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.


<PAGE>

         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.

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.


<PAGE>

         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 the first year  anniversary  of the or
thereafter, the parties agree to renegotiate this Agreement in good faith.

8.       INVOICING

         ADVANTAGE's invoices to STRATUS will be rendered weekly.

         Invoices  shall  be  billed  directly  to  STRATUS  and not to  STRATUS
         clients.

         Client will receive invoices from STRATUS.

         STRATUS shall,  upon receipt of each ADVANTAGE  weekly invoice,  inform
         Capital Temp Funds to direct payment of 100% of the invoiced  amount to
         ADVANTAGE on the day  preceding  the payroll  check date as part of the
         attached Direct Payment Agreement between Capital Temp Funds,  STRATUS,
         and ASG.

         Capital Temp Funds will remit funds noted above to  ADVANTAGE  via wire
         transfer.

         Capital  Temp  Funds  shall  have the right to direct  bill the  client
         without deductions to ADVANTAGE, on the day preceding the payroll check
         date.

         In the event that  STRATUS  defaults on any of its payment  obligations
         hereunder,  ADVANTAGE  shall  have the  right  to bill any  outstanding
         receivable  directly to STRATUS'S  clients for which  payroll have been
         made by  ADVANTAGE  or for which  payroll  ADVANTAGE  is liable for, if
         STRATUS has not made such payments due to ADVANTAGE within two business
         days of the payment due date.

         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.

         WITH REGARD TO SECTION 8 OF THIS AGREEMENT,  THE PARTIES AGREE THAT THE
         TERMS OF THIS  SECTION ARE STILL BEING  NEGOTIATED,  AND INVOLVE  THIRD
         PARTIES SUCH THAT THIS SECTION IS SUBJECT TO CHANGE.


<PAGE>

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  outsources  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.

         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

<PAGE>


         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
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.

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.


<PAGE>

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.

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.


<PAGE>

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  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/ Michael A. Maltzman                    By: /s/ Jay Wolin
    -----------------------                    -----------------------
    Michael A. Maltzman,                       Name: Jay Wolin
    CFO                                        Title: CFO




CAPITAL TEMP FUNDS, INC.


By:_____________________________
Name:___________________________
Title:__________________________



<PAGE>

ADDITIONAL CONSIDERATIONS

1.   Effective  August  16th  2004,  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.


<PAGE>

                                    EXHIBIT A

Minimum Business Guarantee



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


<PAGE>

ASG
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.


<PAGE>


<TABLE>
<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:

<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 claims in California.

         Stratus  will  adhere  to and  bear  the  cost  of all  modified  duty
         requirements as determined by ASG.


<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.


                                     * * *