**EXHIBIT
        10.64**
  **NON-COMPETE
        AND NON-SOLICITATION AGREEMENT**
 
 
 
 This **NON-COMPETE
        AND NON-SOLICITATION AGREEMENT** (the
“ **Agreement”** )
        is made
        and entered into this 7th day of December, 2005, by and between **STRATUS
        SERVICES GROUP, INC.** ,
        a
        Delaware company ( **“** Stratus **”** )
        and **SOURCE
        ONE**  **PERSONNEL,
        INC.** ,
        a New
        Jersey corporation (“Source One”).
 
 **RECITALS:**
 
 WHEREAS,
        Source One and Stratus have executed an Asset Purchase Agreement whereby
        Source
        One has purchased a portion of Stratus’ business as more particularly described
        in the Asset Purchase Agreement (the “Purchased Business”); and
 
 WHEREAS,
        Stratus has retained that portion of its business other than the Purchased
        Business (the “Retained Business”), which includes nationwide customers and
        accounts; and
 
 WHEREAS,
        Stratus possesses substantial information and knowledge regarding the Purchased
        Business; and
 
 WHEREAS,
        the parties desire to enter into an agreement whereby Stratus agrees not
        to
        compete with Source One relating to the Purchased Business.
 
 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:
 
 **1.**
              **Confidentiality
                  and Trade Secrets**
 
 (a)  Stratus
        acknowledges that it has had access to Confidential Information concerning
        the
        Purchased Business 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 Source One.
 
 (b)  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 in connection with the Purchased Business,
        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 Source One.
 
 (c)  Stratus
        agrees that all of the Confidential Information, including, but not limited
        to
        the information described in Sections 1(a) and (b), constitutes valuable
        and
        proprietary trade secrets and confidential information of Source
        One.
  **1**
  
 (d)  “Confidential
        Information” means any proprietary information, technical data, trade secrets or
        know-how, including, but not limited to, research, product plans, products,
        services, customer lists and customers, software, developments, inventions,
        processes, technology, designs, drawings, hardware and software configuration
        information, marketing, financial or other business information relating
        to the
        Purchased Business, including the terms of the Asset Purchase Agreement and
        this
        Agreement. Confidential Information may also include proprietary information,
        trade secrets or know-how received in confidence from third
        parties.
 
 **2.**
              **Non-Competition
                  Agreement**
 
 Stratus
        agrees, on its own behalf and on behalf of its affiliates, that neither it
        nor
        any affiliate will, during the two (2) year period commencing with the Effective
        Date of the Asset Purchase Agreement (“Restrictive Period”), directly or
        indirectly, own, manage, control, join, operate, perform, finance, participate
        in, permit their names to be used in connection with, or otherwise be engaged
        in
        a business that competes with the Purchased Business. Stratus acknowledges
        that
        doing so in any manner would interfere with, diminish and otherwise jeopardize
        and damage the business and goodwill of the Purchased Business. For purposes
        of
        this Section 2, “participate” includes any direct or indirect interest in any
        enterprise, whether as a stockholder, partner, joint venturer or otherwise
        or
        rendering any direct or indirect service or assistance (including as a creditor
        for money borrowed) to any person. Notwithstanding the foregoing, Stratus
        retains the right to continue to service the Retained Business.
 
 **3.**
              **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 Confidential Information of Source
        One
        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.
 
 **4.**
              **Agreement
                  Not to Compete for Accounts or
                  Personnel**
 
 (a)  Stratus,
        for itself and on behalf of its affiliates, agrees that during the Restrictive
        Period neither it nor any affiliate will, directly or indirectly, solicit,
        cause
        any other person to solicit or assist any other person in soliciting, the
        employment of, or hire as a staff employee, leased employee, temporary employee
        or otherwise engage as a contractor, any person who is, at the time of such
        solicitation, hiring or engagement, or who was within twelve (12) months
        of such
        solicitation, hiring or engagement, a staff employee, leased employee, temporary
        employee or contractor of Source One or the Purchased Business and it will
        not
        induce any person employed or engaged by Source One in any capacity to terminate
        his or her employment or engagement with Source One; provided that the foregoing
        shall not prohibit any general solicitation or advertising activities not
        targeted to any such person by Stratus or any affiliate.
 
 (b)  Stratus,
        for itself and on behalf of its affiliates, agrees that during the Restrictive
        Period neither it nor any affiliate will, directly or indirectly, solicit,
        cause
        any other person to solicit, or assist any other person with soliciting any
        customer or client or prospective customer
  **2**
  or
        client
        of Source One or the Acquired Business to (i) terminate or otherwise modify
        such customer’s or client’s relationship with Source One or (ii) become a
        customer or client of another company which is in competition with Source
        One.
 
 (c)  Nothing
        contained in this Section 4 shall be deemed to prohibit or otherwise limit
        Stratus’ ability to service the Retained Business.
 
 **5.**
              **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.
 
 **6.**
              **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.
 
 **7.**
              **Successors
                  and Assigns**
 
 This
        Agreement shall be binding upon and inure to the benefit of the parties hereto
        and their respective 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
        Source One may assign Source One’s rights hereunder to a subsidiary or other
        affiliate of Source One, including, without limitation, Source One Staffing
        Solutions, LLC, a New Jersey limited liability company.
 
 **8.**
              **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. Stratus and Source One, by the consent of their respective Boards
        of
  **3**
  Directors,
        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 Stratus
        and Source One.
  **9.**
              **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.
 
 **10.**
              **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.
 
 **11.**
              **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.
 
 **12.**
              **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 PERSONNEL, INC.**
 
 
 
 By: /s/
        James S. Radvany
 James
        S.
        Radvany
 President
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