Exhibit 10.23

                           EMPLOYER SERVICE AGREEMENT


                              DELAWARE AND MARYLAND

<PAGE>

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   Certain confidential information has been omitted from this Exhibit 10.23
     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 10.23 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 May 17,  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 States of Delaware  and  Maryland,
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 one (1) year.  However,
STRATUS may notify ADVANTAGE 90 days prior to the first 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


                                      -2-
<PAGE>

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's clients will
remain under the technical and business  directions of STRATUS and/or  STRATUS's
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  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


                                      -3-
<PAGE>

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 States of  Delaware  and  Maryland  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  $5,000.00
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 200
                  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.   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.



                                      -8-
<PAGE>

      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.    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  Delaware  and  Maryland  locations  for  just a
      licensing  fee per user.  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.

2.    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'  Delaware and Maryland  current and future client
relationships  that  are  approved  by  ADVANTAGE  for  the  entire  term of the
agreement.


                                      -11-
<PAGE>

[Advantage Services Group Logo]

                                    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>
<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 East coast Representative of injury

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

Step 3:  ASG East 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 East coast Representative and the STRATUS
         Risk Manager

Step 7:  If injury required hospitalization or potential hospitalization,
           STRATUS Risk Manager or ASG Risk Manager,  whoever is notified first,
           will set up a  conference  call  with ASG Risk  Manager,  the  Branch
           Manager,  and ASG East coast Representative to determine strategy for
           claim management, implementation of recommendations for facility, and
           appropriate communication with client.

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 East 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 East 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
           East coast Representative and STRATUS Risk Manager until the claim is
           closed

Step 13:       ASG Risk Manager, ASG East coast Representative, and STRATUS Risk
           Manager will have a monthly East 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 Delaware and Maryland.


                                      -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. The billing rate will be the
            total  of the  established  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.


                                     * * *