Exhibit 10.53


    EXHIBIT
      10.53

    


    STRATUS
      NON-COMPETE/NON-SOLICITATION AGREEMENT

    


    


    This
      STRATUS NON-COMPETE
      AND NON-SOLICITATION AGREEMENT
      (the
“Agreement”)
      is made
      and entered into as of this 21st day of October, 2005, by and between
STRATUS
      SERVICES GROUP, INC.,
      a
      Delaware company (“Stratus”)
      and
SOURCE
      ONE FINANCIAL STAFFING, LLC,
      a
      Pennsylvania limited liability company (“Source One”), and the respective
      affiliates, officers, directors and/or principals of each of Stratus and
      Source.

    


    RECITALS:

    


    WHEREAS,
      Source One and Stratus have executed an Asset Purchase Agreement whereby Source
      One has purchased certain assets related to the ongoing clerical and light
      industrial staffing business of Stratus at the Lawrenceville, New Jersey branch
      office (the “Purchased Assets”); and

    


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

    


    WHEREAS,
      the parties desire to enter into an agreement whereby Stratus agrees not to
      compete with Source One relating to the Purchased Assets. 

     

    NOW,
      THEREFORE, for consideration, the receipt and sufficiency of which is hereby
      acknowledged, and other good and valuable consideration, the parties hereto
      agree as follows:

     

    Confidentiality
      and Trade Secrets

    


    Stratus
      acknowledges that it has had access to confidential information concerning
      the
      Purchased Assets and clients relating thereto, including their business affairs,
      special needs, preferred methods of doing business, methods of operation, key
      contact personnel and other data, all of which provides Stratus with a
      competitive edge and none of which is readily available except to Stratus and
      employees of Source One.

    


    Stratus
      further acknowledges that it has had access to the names, addresses, telephone
      numbers, qualifications, education, accomplishments, experience, availability,
      resumes and other data regarding persons who have applied or been recruited
      for
      temporary or permanent employment relating to the Purchased Assets, as well
      as
      job order specifications and the particular characteristics and requirements
      of
      persons generally hired by a client, specific job listings, mailing lists,
      computer runoffs, financial and other information, all of which provides Stratus
      with a competitive edge and none of which is readily available except to Stratus
      and employees of Source One.

    


    Stratus
      agrees that all of the foregoing information regarding the Purchased Assets
      and
      all clients and employees related thereto constitutes valuable and proprietary
      trade secrets and confidential information of Source One (hereafter
“Confidential Information”).


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    Non-Competition
      Agreement

    


    Stratus
      agrees that it will not, during the one
      (1)
      year
      period commencing with the Effective Date of the Asset Purchase Agreement
      (“Restrictive Period”) service, solicit, compete in the geographic area of or
      deal with any customers or future customers of the Lawrenceville, New Jersey
      branch office (the “Source One Lawrenceville Office”). Stratus acknowledges that
      doing so in any manner would interfere with, diminish and otherwise jeopardize
      and damage the business and goodwill of the Source One Lawrenceville Office.
      Notwithstanding the foregoing, Stratus retains the right to continue to service
      all of its other existing nationwide customers and accounts.

     

    


    Non-Disclosure
      Agreement

    


    Stratus
      agrees that except as directed by Source One, it will not at any time use for
      any reason or disclose to any person any of the Confidential Information of
      the
      Source One Lawrenceville Office or permit any person to examine and/or make
      copies of any documents which may contain or are derived from Confidential
      Information, whether prepared by Stratus or otherwise, without the prior written
      permission of Source One.

     

    


    Agreement
      Not to Compete for Accounts or Personnel

    


    Except
      as
      set forth above, Stratus agrees that during the Restrictive Period it will
      not,
      directly or indirectly, contact, solicit, divert, take away or attempt to
      contact, solicit, divert or take away any staff employee, temporary personnel,
      customer, account, business or goodwill from Source One in the Source One
      Lawrenceville Office, either for Stratus’ own benefit or some other person or
      entity, and will not aid or assist any other person or entity to engage in
      any
      such activities.

    


    No
      Adequate Remedy at Law

     

    Stratus
      acknowledges and agrees that any
      breach or threatened breach by of this Agreement by Stratus would cause
      immediate and irreparable injury to Source One and that money damages alone
      would not provide an adequate remedy
      in the
      event Stratus breaches any of the above covenants. Accordingly, Stratus agrees
      that Source One shall have the right to seek and obtain an injunction to enjoin
      any such breach by Stratus without the requirement of the posting of a bond
      and,
      if Source One shall institute any action or proceeding to enforce those
      covenants, Stratus hereby waives and agrees not to assert the claim or defense
      that Source One has an adequate remedy at law. The foregoing shall not prejudice
      Source One’s right to require Stratus to account for and pay over to Source One
      the amount of any damages incurred by Source One as a result of any such
      breach.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Scope
      and Duration

     

    It
      is
      expressly understood and agreed that Stratus and Source One consider the
      restrictions contained in this Agreement to be reasonable and necessary for
      the
      purposes of preserving and protecting the goodwill, legitimate business
      interests, and proprietary trade secrets and confidential information of Source
      One. Nevertheless, if any of the aforesaid restrictions are found by a court
      having jurisdiction to be unreasonable, or to be overbroad as to geographic
      area, or time,
      or with
      respect to a particular scope of commerce,
      or to
      be otherwise unenforceable, the parties intend for the restrictions set forth
      above to be modified by such court so as to be reasonable and enforceable and,
      as so modified by the court, to be fully enforced.

    


    Successors
      and Assigns

    


    This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective heirs, successors and assigns, except that neither party
      may assign its obligations hereunder without the prior written consent of the
      other parties hereto; provided,
      however,
      that
      the Buyer may assign Buyer's rights hereunder to a subsidiary or affiliate
      of
      Buyer, provided
      that the
      Buyer shall remain liable for its obligations hereunder. Any assignment in
      contravention of this provision shall be null and void. No assignment shall
      release the Buyer from any obligation or liability under this
      Agreement.

    


    Entire
      Agreement; Amendment

    


    This
      Agreement, all schedules and exhibits hereto, and all agreements and instruments
      to be delivered by the parties pursuant hereto represent the entire
      understanding and agreement between the parties hereto with respect to the
      subject matter hereof and supersede all prior oral and written, and all
      contemporaneous oral negotiations, commitments and understandings between such
      parties. The Buyer and the Seller, by the consent of their respective Boards
      of
      Directors, Members or officers authorized by such Boards, may amend or modify
      this Agreement, in such manner as may be agreed upon, by a written instrument
      executed by the Buyer and the Seller.

    Governing
      Law

    


    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New Jersey, without regard to conflicts of law principles.

     

    Section
      Headings

    


    The
      section headings are for the convenience of the parties and in no way alter,
      modify, amend, limit, or restrict the contractual obligations of the
      parties.

    


    Severability

    


    The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this
      Agreement.

    


    Counterparts

    


    This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original but all of which, when taken together, shall be one and
      the
      same document.

    


    STRATUS
      SERVICES GROUP, INC.   

    


    


    By: /s/
      Joseph J. Raymond

      Joseph
      J.
      Raymond

    Chairman
      and CEO

    


    


    SOURCE
      ONE FINANCIAL STAFFING, LLC

    


    


    


    By:
      /s/
      James Radvany

      James
      Radvany

    Managing
      Member