Exhibit 2.11

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement ("Agreement") is made as of the 10th day of September, 2003, by and betweenStratus Services
Group, Inc., a Delaware corporation (the "Seller") with its principal business offices located at 500 Craig Road, Suite 201, Manalapan, New Jersey 07726, and D/O Staffing LLC, a New Jersey limited liability company ("Buyer") with offices located at 4 Kevin Drive, Flanders, New Jersey 08736.

WHEREAS,
the Buyer desires to purchase from the Seller, and the Seller desires to sell to the Buyer certain of the properties, rights, assets and business of the Seller, all upon and
subject to the terms and conditions hereinafter set forth.

NOW,
THEREFORE, in consideration of the mutual promises hereinafter set forth and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:

1.Purchase and Sale and Delivery of the Assets.



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2.Representations of the Seller.The Seller represents and warrants to the Buyer as follows:



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For
purposes of this Agreement, the term "Environmental Law" means any law relating to pollution (or the clean up of the environment), or the protection of air, surface water,
groundwater, drinking water, land (surface or subsurface), human health, the environment or any other natural resource or the use, storage, recycling, treatment, generation, processing, handling,
production or disposal of Hazardous Materials, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 USC §§9601 et seq. And
40 CFR §§302.1 et seq., and regulations thereunder; the Federal Clean Air Act, as amended, 42 USC §§7401 et seq., and regulations thereunder; the
Resource Conservation and Recovery Act, 42 USC §§6901 et seq., as amended and regulations thereunder; and the Federal Water Pollution Control Act, 33 USC
§§1251 et seq., as amended, and regulations thereunder.

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For
purposes of this Agreement, the term "Hazardous Substance" means any asbestos containing materials, mono- and polychlorinated biphenyls, urea formaldehyde products,
radon, radioactive materials, any "hazardous substance", "hazardous waste", "pollutant", "toxic pollutant", "oil" or "contaminant" as used in, or defined pursuant to any Environmental Law, and any
other substance, waste, pollutant, contaminant or material, including petroleum products and derivatives, the use, transport, disposal, storage, treatment, recycling, handling, discharge, release,
threatened release, discharge or emission of which is regulated or governed by any Environmental Law.



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3.Representations of the Buyer.The Buyer represents and warrants to the Seller as follows:



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4.Closing Deliveries.



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5.Indemnification.



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6.Other Agreements.



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7.Post-Closing Agreements.The Seller and the Buyer, as the case may be, agree that from and after
the Closing Date:



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8.Events of Default.Failure of Buyer to comply with the terms, conditions and covenants of this Agreement
shall constitute an Event of Default after notice from Seller and thirty (30) days to cure.

9.Remedies.Upon occurrence of an Event of Default, Seller shall have the following remedies.



10.Notices.Any notices or other communications required or permitted hereunder shall be in writing and shall
be sufficiently given if delivered personally or sent by facsimile (with transmission confirmed), Federal Express, registered or certified mail, return receipt requested, postage prepaid, addressed as
follows or to such other address or facsimile number of which the parties may have given notice:

To the Seller:

With a copy to:Mr. Joseph J. Raymond
President & CEO
Stratus Services Group, Inc.
500 Craig Road, Suite 201
Manalapan, NJ 07726

Suzette Nanovic Berrios, Esq.
General Counsel
Stratus Services Group, Inc.
500 Craig Road, Suite 201
Manalapan, NJ 07726To the Buyer:

With a copy to:Dennis Omahen
D/O Staffing LLC
4 Kevin Drive
Flanders, New Jersey 08736

Robert B. Gluckman, Esq.
Robinson Brog Leinwand Greene
Genovese & Gluck P.C.
1345 Avenue of the Americas
New York, NY 10105


Unless otherwise specified herein, such notices or other communications shall be deemed received (a) on the date delivered, if delivered personally, by facsimile or by
Federal Express; or (b) three business days after being sent, if sent by registered or certified mail.

11.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, providedthat 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.

12.Entire Agreement; Amendments; Attachments.



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13.Expenses.Except as otherwise provided herein, each party hereto shall pay its own expenses in connection
with this Agreement and the transactions contemplated hereby.

14.Legal Fees.In the event that legal proceedings are commenced by any party hereto against any other party
hereto in connection with this Agreement or the transactions contemplated hereby, the party which does not prevail in such proceedings shall pay the reasonable attorneys' fees and costs incurred by
the prevailing party in such proceedings.

15.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.

16.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.

17.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.

18.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.

19.Public Disclosure.Neither party shall make any public statement about, nor issue any press release
concerning this Agreement or the transactions contemplated hereby without first consulting with the other party hereto as to the form and substance of any such press release or public disclosure;
provided, however, that nothing in this Section 20 shall be deemed to prohibit any party hereto from making any disclosure that its counsel deems necessary or advisable in order to satisfy such
party's disclosure obligation imposed by law. Notwithstanding the foregoing, Buyer shall have the right to give notice to any current or prospective customer, or any employee, agent or consultant of
Buyer, regarding its ownership and operation of the business purchased hereby.

20.Remedies Cumulative.Except as otherwise provided herein, any and all remedies herein expressly conferred
upon a party will be deemed cumulative with and not exclusive of any other remedy confirmed hereby, or by law or equity upon such party, and the exercise by a party of any remedy will not preclude the
exercise of any other remedy.

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IN WITNESS WHEREOF,this Agreement has been duly executed by the parties hereto as of the date first above written.

| |  | BUYER:                      
| |  | ----------------------------
| |  | D/O STAFFING LLC            
| |  |                             
| |  | By:                         
| |  |                             
| |  |                             
| |  | SELLER:                     
| |  | STRATUS SERVICES GROUP, INC.
| |  |                             
| |  | By:                         
| |  |                             

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