**EXHIBIT
        10.66**
  **Tri-State
        NON-COMPETE/NON-SOLICITATION AGREEMENT**
 
 
 This **Tri-State
        NON-COMPETE AND NON-SOLICITATION AGREEMENT** (the
“ **Agreement”** )
        is made
        and entered into as of this 7 th day of
        December, 2005, by and between **STRATUS
        SERVICES GROUP, INC.** ,
        a
        Delaware company ( **“** Stratus **”** )
        and **TRI-STATE
        EMPLOYMENT SERVICE, INC.,** a New
        York corporation **** (“Tri-State”),
        and the respective affiliates, officers, directors and/or principals of each
        of
        Stratus and Tri-State.
 
 **RECITALS:**
 
 WHEREAS,
        Tri-State and Stratus have executed an Asset Purchase Agreement (“Asset Purchase
        Agreement”) whereby Tri-State has purchased certain assets related to the
        ongoing clerical and light industrial staffing business of Stratus at the
        offices located in Bellflower, California and West Covina, California (the
        “Purchased Assets”); and
 
 WHEREAS,
        Tri-State and Stratus are currently parties to a certain Outsourcing Agreement,
        as amended, which clarifies certain non-competition and non-solicitation
        provisions among the parties; and
 
 WHEREAS,
        Tri-State possesses substantial information and knowledge regarding the
        Purchased Assets; and
 
 WHEREAS,
        the parties desire to enter into an agreement whereby Tri-State acknowledges
        its
        obligations under the Outsourcing Agreement, and reaffirms same except as
        amended hereby.
 
 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**
 
 Tri-State
        acknowledges that it has had access to confidential information concerning
        Stratus’ 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 Tri-State
        with a competitive edge and none of which is readily available except to
        Stratus.
 
 Tri-State
        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 Stratus’ 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
        Tri-State with a competitive edge and none of which is readily available
        except
        to Stratus.
  **1**
  Tri-State
        agrees that all of the foregoing information regarding Stratus’ business and all
        clients and employees related thereto constitutes valuable and proprietary
        trade
        secrets and confidential information of Stratus (hereafter “Confidential
        Information”).
 
 **Non-Competition
        Agreement**
 
 Tri-State
        agrees that it will not, during the **three
        (3)** year
        period commencing with the Effective Date of the Asset Purchase Agreement
        (“Restrictive Period”) service, solicit, compete in the geographic area or deal
        with any customers or future customers of Stratus’ existing nationwide customers
        and accounts that operate in the geographic area of the CA Branch
        Offices.
 
 **Non-Disclosure
        Agreement**
 
 Tri-State
        agrees that except as directed by Stratus, it will not at any time use for
        any
        reason or disclose to any person any of the Stratus Confidential Information
        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
        Stratus.
 
 **No
        Adequate Remedy at Law**
 
 Tri-State
        acknowledges and agrees that any
        breach or threatened breach by of this Agreement by Tri-State would cause
        immediate and irreparable injury to Stratus and that money damages alone
        would
        not provide an adequate remedy in the
        event Tri-State breaches any of the above covenants. Accordingly, Tri-State
        agrees that Stratus shall have the right to seek and obtain an injunction
        to
        enjoin any such breach by Tri-State without the requirement of the posting
        of a
        bond and, if Stratus shall institute any action or proceeding to enforce
        those
        covenants, Tri-State hereby waives and agrees not to assert the claim or
        defense
        that Stratus has an adequate remedy at law. The foregoing shall not prejudice
        Stratus’ right to require Tri-State to account for and pay over to Stratus the
        amount of any damages incurred by Stratus as a result of any such
        breach.
 
 **Scope
        and Duration**
 
 It
        is
        expressly understood and agreed that Stratus and Tri-State 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
        Stratus. 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.
 
 
 
  **2**
  
 **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
        either party may assign its rights hereunder to a subsidiary or affiliate, provided that the
        party assigning shall remain liable for its obligations hereunder. Any
        assignment in contravention of this provision shall be null and void. No
        assignment shall release either party from any obligation or liability under
        this Agreement.
 
 **Entire
        Agreement; Amendment**
 
 This
        Agreement, the Asset Purchase Agreement, of even date herewith, all schedules
        and exhibits thereto and 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 parties,
        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 both
        parties.
  **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.
 
  **3**
  **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
 
 
 **TRI-STATE
        EMPLOYMENT SERVICE, INC.**
 
 
 
 By: /s/
        Robert Cassara
 Name:
        Robert Cassara
 Title:
        President
 4