<Page>

                                                                     Exhibit 2.8

Certain confidential information has been omitted from this Exhibit 2.8 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 2.8 where the omitted information appeared in the
original.







                            ASSET PURCHASE AGREEMENT




                                      AMONG





                                    SEP, LLC,

                                CHARLES SAHYOUN,

                              SAHYOUN HOLDINGS LLC,

                          STRATUS SERVICES GROUP, INC.


                                       AND

                       SEA CONSULTING SERVICES CORPORATION











<Page>


                                      INDEX

ARTICLE
--------------------------------------------------------------------------------

1.       DEFINITIONS
         -----------------------------------------------------------------------
2.       SALE AND PURCHASE
         -----------------------------------------------------------------------
3.       PURCHASE PRICE
         -----------------------------------------------------------------------
4.       PAYMENT OF THE PURCHASE PRICE
         -----------------------------------------------------------------------
5.       PURCHASE OF ASSETS, ASSUMPTION OF CERTAIN LIABILITIES AND PAYMENT
         -----------------------------------------------------------------------
6.       REPRESENTATIONS AND WARRANTIES
         -----------------------------------------------------------------------
7.       CERTAIN EMPLOYEE MATTERS
         -----------------------------------------------------------------------
8.       MANAGEMENT AND COVENANTS OF AND RESPECTING THE COMPANY
         -----------------------------------------------------------------------
9.       ANNOUNCEMENTS TO THIRD PARTIES
         -----------------------------------------------------------------------
10.      NOTICES
         -----------------------------------------------------------------------
11.      WAIVER OF RIGHT TO DISSOLUTION
         -----------------------------------------------------------------------
12.      COSTS
         -----------------------------------------------------------------------
13.      NON COMPETITION AND OUTSIDE INVESTMENT
         -----------------------------------------------------------------------
14.      ENTIRE AGREEMENT
         -----------------------------------------------------------------------
15.      APPLICABLE LAW AND CHOICE OF FORUM
         -----------------------------------------------------------------------



EXHIBITS
--------

Exhibit 1       : Earn Out Profit calculation
Exhibit 2       : Representations and Warranties
Exhibit 3       : Management Charter
Exhibit 4       : Reporting Documents
Exhibit 5       : Form of Proprietary Information and Inventions Agreement
Exhibit 6       : Forms of Legal Opinion
Exhibit 7       : Intentionally Omitted
Exhibit 8       : List of Assets and Business Description
Exhibit 9       : Form of Bill of Sale
Exhibit 10      : Assumed Liabilities
Exhibit 11      : Form of Assignment and Assumption Agreement
Exhibit 12      : Form of License Agreement
Exhibit 13      : Allocation Agreement
Exhibit 14      : Asset Valuation

                                       i
<Page>


                            ASSET PURCHASE AGREEMENT
                            ------------------------

AMONG:

SEP, LLC, a limited liability company formed under the laws of the state of New
Jersey having a business address of 2525 Route 130, Building E, Cranbury, NJ
08512 (the "COMPANY");

SAHYOUN HOLDINGS LLC, a limited liability company formed under the laws of New
Jersey ("SAHYOUN LLC");

Charles Sahyoun, living at 4 Whitehouse Way, Monroe Township, NJ 08831, and with
an United States passport N(degree) 140821641 (the "EXECUTIVE");

Stratus Services Group, Inc., a company incorporated under the laws of the State
of Delaware ("PARENT");

the Company, SAHYOUN LLC, the Executive and Parent are hereinafter referred to
collectively as the "VENDORS" and individually as a "VENDOR"; and

SEA Consulting Services Corporation, a corporation incorporated under the laws
of the State of Delaware, duly represented by a duly elected officer hereinafter
referred to as "PURCHASER".

                                    WHEREAS:


(A)      The Company is engaged in the business of providing engineering
         services and consulting services;

(B)      The Company is willing to sell, convey and transfer all of the assets
         and properties used in and constituting the Business as described on
         EXHIBIT 8 attached hereto (hereinafter referred to as the "ASSETS") to
         Purchaser under the terms and conditions set forth in this agreement,
         hereinafter referred to as the "AGREEMENT";

(C)      The Purchaser is willing to buy and acquire all of the Assets and
         assume certain liabilities from the Company upon the terms and subject
         to the conditions set forth herein;

(D)      The Vendors hereby acknowledge that this Agreement has been signed by
         the Executive in his individual capacity and that the ability and
         willingness of the Executive and the commitment of the Executive, as
         described herein to work for the Purchaser on an exclusive basis and to
         devote 100% of his working time to the management of the Purchaser for
         no less than five years following the closing of the transactions
         contemplated by this Agreement constitutes a decisive factor without
         which this Agreement would not have been executed, it being recognized
         and accepted by the Purchaser that the Executive's continuing
         participation as a member



                                       1
<Page>

         of the Board of Directors of Parent will not be considered a factor in
         contravention of this commitment;

(E)      The terms of the offer contained herein are only valid on the condition
         that this Agreement has been executed by all parties hereto on or
         before January __, 2002 and if not executed this Agreement shall be
         null and void thereafter without either party being entitled to any
         indemnification whatsoever unless such date is expressly extended by
         written agreement of the parties hereto;

THE VENDORS AND THE PURCHASER HEREBY AGREE AS FOLLOWS:

ARTICLE 1 DEFINITIONS

The following definitions shall apply in this Agreement and in the exhibits
hereto:

"ANNUAL ACCOUNT": the audited and unconditionally approved consolidated annual
accounts based on generally accepted accounting principles as used historically
and consistently applied in accordance with past practice of the Business for
the relevant financial year;

"ASSUMED LIABILITIES": those liabilities and obligations of the Company set
forth on EXHIBIT 10 attached hereto;

"BUSINESS": has the meaning given thereto in EXHIBIT 8;

"CLOSING": has the meaning given thereto in Article 2.1;

"CLOSING DATE": the date of transfer of the Assets;

"CURRENT ACCOUNT": any loan, unreimbursed expense, deferred compensation or any
other form of indebtedness for money (including all accrued and unpaid interest
thereon), borrowed from the Company by one or more of the other Vendors or
affiliates of the Vendors or loaned to the Company by one or more of the Vendors
or affiliates of the Vendors ;

"DID": has the meaning given thereto in Article 8.2(d);

"DOLLARS": All dollar amounts referenced herein are United States Dollars,
unless otherwise specified.

"DUE DILIGENCE INVESTIGATION": has the meaning given thereto in Article
5.1.1(c);

"EARN OUT PROFIT": has the meaning given thereto in EXHIBIT 1;

"EXCLUDED ASSETS": any accounts receivable of the Company and the Company's
corporate documents and records and income tax returns;

"EXCLUDED LIABILITIES": any liabilities of the Company including, but not
limited to, any accounts payable of the Company and any Current Account and
excluding the Assumed Liabilities;



                                       2
<Page>

"FIRST PAYMENT": has the meaning given thereto in Article 3.1 (a);

"INDEMNIFICATION": has the meaning given thereto in Article 6A.2;

"LIEN": means any debt, mortgage, pledge, assignment, charge, security interest,
restriction, claim, rights of refusal, encumbrance, lien (statutory or other),
conditional sale or other title retention agreement, preference, or other
security agreement of any kind or nature whatsoever;

"MANAGEMENT TEAM": Executive and any other person designated as such by the
Purchaser;

"NET EFFECT": means in relation to any determination hereunder, the net result
of such determination, taking into account positive or negative effects of
corporate tax;

"PAYMENT": First, Second, Third and Subsequent Payments, cumulatively or either
one of them as applicable;

"PERMANENT DISABILITY": for purposes hereof shall mean as to the Executive the
certification of an independent medical doctor (selected by mutual agreement of
the Executive or his representatives and the Purchaser or, failing such
agreement, selected by the agreement of a medical doctor selected by the
Executive or his representatives and a medical doctor selected by the Purchaser)
that the Executive has been mentally or physically incapacitated or disabled in
a manner which has rendered or renders him unable to perform his duties to the
Company and responsibilities under this Agreement for a continuous period of
three (3) consecutive months or for shorter periods aggregating one hundred and
twenty (120) days or more during any period of twelve (12) successive months.

"PROXY MATERIALS": has the meaning given thereto in Article 8.4.7 to this
Agreement.

"PURCHASER": has the meaning given thereto in the preamble to the Agreement;

"PURCHASER DESIGNEE": person nominated by the Purchaser to the Supervisory
Committee;

"SECOND PAYMENT": has the meaning given thereto in Article 3.1 (b);

"SPECIFICATION": has the meaning given thereto in Article 4.3;

"SUBSEQUENT PAYMENT": has the meaning given thereto in Article 3.1 (d);

"SUBSIDIARY": means any corporation in which a 50% or greater interest is
directly and/or indirectly held by another corporation;

"SUPERVISORY COMMITTEE": a committee comprising the Management Team and the
Purchaser Designee;

"THIRD PAYMENT": has the meaning given thereto in Article 3.1(c).

ARTICLE 2 SALE AND PURCHASE



                                       3
<Page>

         2.1      Vendors agree hereby to sell, convey and transfer on the
                  Closing Date (the "CLOSING") to Purchaser all right, title and
                  interest of the Company in the Assets other than Excluded
                  Assets free and clear of all Liens and Purchaser agrees hereby
                  to purchase the Assets and assume from the Company at the
                  Closing the Assumed Liabilities.

         2.2      The Company shall transfer and Purchaser shall accept transfer
                  of the Assets and shall assume the Assumed Liabilities at the
                  Closing as contemplated herein. Purchaser agrees to ratify or
                  pay all of such Assumed Liabilities on a timely basis except
                  for reasonable objection thereto on a timely basis.

         2.3      Purchaser shall not be obliged to complete the purchase of any
                  of the Assets unless the purchase of all of the Assets is
                  completed free and clear of all Liens at the same time except
                  for (A) Liens for taxes not yet due and payable, or (B)
                  statutory Liens of landlords, carriers, warehousemen,
                  mechanics and material men, and other Liens imposed in the
                  ordinary course of business for sums not yet due or
                  delinquent, and easements, rights of way, and other similar
                  encumbrances not interfering in any material respect with the
                  ordinary course of the Business and, as to property affected
                  by such Lien, not interfering with the use or intended use of
                  that property (collectively, "Permitted Liens"); provided,
                  however, that the purchase of Assets with Permitted Liens
                  shall not relieve the Vendors of their obligations to pay the
                  liability which gave rise to such Permitted Lien except to the
                  extent such liability is an Assumed Liability.

ARTICLE 3 PURCHASE PRICE

         3.1      Subject to and upon the terms and conditions of this
                  Agreement, in full consideration for the transfer of Assets
                  free and clear of all Liens, Purchaser will pay and/or deliver
                  or cause to be delivered a purchase price as follows:

                  (a)      A first payment of $2,200,000 (written two million
                           two hundred thousand dollars), as adjusted in
                           accordance with this Article 3.1(a) (the "FIRST
                           PAYMENT"). This payment includes payment of the
                           Excluded Liabilities including the Current Account of
                           the Vendors in the Company as of the date of Closing
                           and all transaction expenses of the Vendors (it being
                           understood and agreed by the Vendors that the Current
                           Account shall thereafter be reduced to and remain at
                           zero and all transaction expenses of the Vendors
                           shall be the liability solely of the Vendors). This
                           assumes that the net equity position of the Assets
                           (including Assumed Liabilities) and Business being
                           transferred at Closing is $200,000 and the net asset
                           value of the Assets being transferred at Closing is
                           $200,000. Should such net equity or such net assets
                           differ either positively or negatively from $200,000,
                           a dollar for dollar adjustment will be made to the
                           Second Payment based on the difference between (i)
                           the lesser of the actual net equity or actual net
                           asset position, and (ii) $200,000.

                  (b)      A second payment of $1,000,000 (written one million
                           dollars), as adjusted in accordance with this Article
                           3.1(b) (the "SECOND PAYMENT"), based upon the Earn
                           Out Profit for the six months ended June 30, 2002,
                           provided however that if the Earn Out Profit for such



                                       4
<Page>

                           period differs either positively or negatively from
                           $600,000, a dollar for dollar adjustment will be made
                           to the Second Payment.

                  (c)      A third payment of $1,000,000 (written one million
                           dollars), as adjusted in accordance with this Article
                           3.1(c) (the "THIRD PAYMENT") based upon the Earn Out
                           Profit for the six months ended December 31, 2002,
                           provided however that if the Earn Out Profit for such
                           period differs either positively or negatively from
                           $600,000, a dollar for dollar adjustment will be made
                           to the Third Payment.

                  (d)      Subsequent payments for the financial years, being
                           the five calendar years closed between January 1,
                           2003 and December 31, 2007, (the "SUBSEQUENT
                           PAYMENT") are determined as follows:

                           ***

         3.2      Each Payment shall be calculated on the basis of the Annual
                  Accounts of the Company or the Purchaser, as the case may be,
                  for the relevant financial year taking into account the
                  adjustment of EXHIBIT 1 concerning the calculation of the Earn
                  Out Profit.

         3.3      30% of the Subsequent Payments to the Vendor, shall be used by
                  such Vendor to invest in shares of the affiliate of the
                  Purchaser specified in writing by the Purchaser to the Vendor.
                  Such investment shall be made each time, within one month
                  after receipt of any such payment made by Purchaser. The
                  acquired shares shall not be sold by the Vendor during a
                  period of at least two years after purchase thereof and be
                  retained in a restricted account for that matter. The Vendor
                  shall provide Purchaser with a certificate of a bank proving
                  compliance with the aforementioned.

         3.4      Non-fulfillment of the requirements in Article 3.3 shall
                  entitle Purchaser to retain future payments until proof has
                  been received as to compliance with respect to all payments
                  made.

ARTICLE 4 PAYMENT OF THE PURCHASE PRICE

         4.1      For each Payment, the Company will receive an amount equal to
                  the result of the calculation of Article 3.1, and, subject to
                  Article 4.5 below, the Company will distribute such amounts in
                  accordance with the Allocation Agreement attached hereto as
                  EXHIBIT 13.

         4.2      The First Payment is to be paid at the Closing.

         4.3      The Second Payment, Third Payment and each Subsequent Payment
                  is to be paid one month after the receipt and acceptance of
                  the Annual Account and the specification, in compliance with
                  this Agreement by Purchaser's ultimate shareholder, setting
                  out the calculation of the Earn Out Profit and the calculation
                  of the Second Payment, Third Payment, or the relevant
                  Subsequent Payment in respect of the relative financial year
                  (the "SPECIFICATION");

-----------------
*** Confidential portions of this agreement omitted pursuant to a confidential
treatment request filed separately with the Securities and Exchange Commission.

                                       5
<Page>

                  provided, however, that acceptance of the Annual Account and
                  Specification by Purchaser's ultimate shareholder shall be
                  based on their determination (i) as to compliance with U.S.
                  generally accepted accounting principles ("GAAP") and the
                  provisions of EXHIBIT 1 of the Annual Account or
                  Specification, and (ii) as to the accuracy and completeness of
                  the Annual Account or Specification. The Annual Account and
                  Specification shall be sent to Purchaser's ultimate
                  shareholder by registered letter, FedEx or other recognized
                  courier service and shall be computed in accordance with GAAP.

         4.4      Subject to Articles 4.5 and 4.6, all Payments pursuant to this
                  Article 4 shall be paid by or on behalf of the Purchaser for
                  the benefit of the Company into a bank account designated by
                  the Company.

         4.5      If for any reason, the Executive ceases to be employed by the
                  Purchaser, then no Subsequent Payments shall be due and the
                  portion of the Second and Third Payments due to SAHYOUN LLC as
                  set forth in the Allocation Agreement shall not be due;
                  provided however, in the event that such cessation of
                  employment is due solely to the Executive's death or Permanent
                  Disability prior to December 31, 2003, the Second Payment and
                  the Third Payment shall still be due to SAHYOUN LLC in
                  accordance with the terms of this Agreement.

         4.6      Purchaser can withhold a Payment if Vendors do not comply with
                  the terms and conditions of this Agreement and do not cure
                  such non-compliance within 30 days after delivery of a notice
                  from Purchaser thereof.

         4.7      In the event the Purchaser shall sell substantially all of the
                  Assets, all of the stock of the Purchaser or the Business
                  prior to the expiration of its payment obligations under
                  Article 3.1 hereof, including, but not limited to, any
                  Subsequent Payments, the payment obligations of the Purchaser,
                  if not assumed, shall survive.

ARTICLE 5 PURCHASE OF ASSETS, ASSUMPTION OF CERTAIN LIABILITIES AND PAYMENT

         5.1      Conditions precedent:

                  5.1.1    Notwithstanding any provisions to the contrary
                           contained herein, the Purchaser shall be released
                           from its obligation towards the Vendors to close the
                           transactions contemplated in this Agreement in the
                           following cases:

                           (a)      If a force majeure (Act of God) or other
                                    event with or beyond the control of the
                                    parties occurs between the date hereof and
                                    the Closing Date which has a material
                                    adverse effect on the Assets, net value,
                                    financial position or commercial prospects
                                    of the Company.

                           (b)      If a Lien of any kind, other than Permitted
                                    Liens, exists on any of the Assets
                                    (including goodwill) of the Company at the
                                    Closing Date.

                                       6
<Page>

                           (c)      If since the date of this Agreement, there
                                    shall have been any material adverse change
                                    in the business, properties, assets,
                                    liabilities, prospects or condition
                                    (financial or otherwise) or results of
                                    operations of the Company, the Business or
                                    the Assets due to any cause whatsoever, or
                                    any place of business of the Business shall
                                    have suffered a substantial fire or other
                                    casualty loss or damage.

                           (d)      The failure or inability of the Vendors,
                                    prior to April 20, 2002, to obtain the
                                    approval of the transactions contemplated
                                    hereby of the Shareholders of the Parent.

                           (e)      The failure of any of the Vendors to satisfy
                                    all conditions and deliveries applying to
                                    them, under this Agreement.


                           (f)      The institution or threat by a third party
                                    of litigation or an injunction against the
                                    implementation of the transactions
                                    contemplated herein.


                           (g)      As of Closing, the failure of 90% or more of
                                    the employees of the Business as of the date
                                    hereof to indicate their acceptance, in
                                    writing, of the offer letter of Purchaser
                                    for at-will employment by the Purchaser.

                  5.1.2    Notwithstanding any provisions to the contrary
                           contained herein, the Vendors shall be released from
                           their respective obligations towards the Purchaser to
                           Close the transaction contemplated in this Agreement,
                           in the following cases:

                           (a)      The failure of the Purchaser to satisfy all
                                    conditions and deliveries applying to it
                                    under this Agreement.

                           (b)      The institution or threat by a third party
                                    of litigation or an injunction against the
                                    implementation of the transactions
                                    contemplated herein.

                  5.1.3    The Closing shall take place at the offices of
                           Golenbock, Eiseman, Assor, Bell & Peskoe, 437 Madison
                           Avenue, New York, New York 10036, at 10:00 a.m., New
                           York City time, at a closing five business days after
                           Parent's shareholders approve the transactions
                           contemplated hereby, but in no event later than April
                           20, 2002. At the Closing, the Company will deliver to
                           Purchaser the Assets and the closing deliveries set
                           forth in Article 5.2, against delivery by the
                           Purchaser to the Company of the First Payment.

         5.2      The following shall take place on the Closing Date:



                                       7
<Page>

                           (a)      The Company shall deliver bill(s) of sale in
                                    the form of EXHIBIT 9 and deeds for all of
                                    the Assets duly executed by the Company with
                                    evidence that all Liens thereon have been
                                    released;

                           (b)      The Company and Purchaser shall deliver an
                                    assignment and assumption agreement in the
                                    form of EXHIBIT 11 for the Assumed
                                    Liabilities duly executed by the Purchaser
                                    and the Company;

                           (c)      Parent shall deliver a license agreement in
                                    the form of EXHIBIT 12 for the royalty free,
                                    perpetual, world-wide, exclusive use of the
                                    name "Stratus Engineering" duly executed by
                                    the Purchaser, Parent and the Company;

                           (d)      Purchaser shall pay the First Payment to
                                    Vendors in immediately available funds, and
                                    the Company shall deliver to Purchaser an
                                    acknowledgement of receipt of this First
                                    Payment;

                           (e)      Vendors shall deliver to Purchaser evidence
                                    of all necessary approvals in connection
                                    with the sale of the Assets to Purchaser,
                                    and copies of all relevant documents;

                           (f)      Vendors shall deliver to Purchaser copies of
                                    executed non-competition, non-solicitation
                                    and proprietary agreements from the
                                    Executive and the employees of the Company
                                    designated by the Purchaser or Purchaser's
                                    direct or indirect shareholders to the
                                    satisfaction of Purchaser;

                           (g)      The President and another executive officer
                                    of the Company shall execute and deliver a
                                    certificate (I) as to compliance with the
                                    Company's covenants contained in this
                                    Agreement, (II) that no action, suit,
                                    proceeding or investigation shall have been
                                    instituted against any of the Vendors or the
                                    Purchaser in, by or before any court,
                                    tribunal or governmental body or agency, or
                                    have been threatened, and be unresolved, to
                                    restrain or prevent, or to obtain damages by
                                    reason of, or challenging or contesting in
                                    any manner, any of the transactions
                                    contemplated hereby, and (III) that the
                                    representations and warranties of the
                                    Vendors, contained in this Agreement, any
                                    schedules and exhibits and/or any
                                    agreements, certificates or documents
                                    delivered in connection with this Agreement
                                    shall be true and correct when made, and
                                    shall also be true and correct at the time
                                    of the Closing, with the same force and
                                    effect as through such representations and
                                    warranties were made at that time;

                           (h)      The President and another executive officer
                                    of the Parent shall execute and deliver a
                                    certificate (I) as to compliance with the
                                    Parent's covenants contained in this
                                    Agreement, (II) that no action, suit,
                                    proceeding or investigation shall have been
                                    instituted against any of the Vendors or the
                                    Purchaser in, by or before any court,
                                    tribunal or governmental body or agency, or
                                    have been threatened, and be unresolved, to
                                    restrain or prevent, or to obtain damages by
                                    reason of, or challenging or contesting in
                                    any manner, any of the transactions
                                    contemplated hereby, (III) that the
                                    shareholders of Parent have approved the
                                    sale of the assets and all of the
                                    transactions contemplated


                                       8
<Page>

                                    by this Agreement at a meeting duly called
                                    and held, and (IV) that the representations
                                    and warranties of the Vendors, contained in
                                    this Agreement, any schedules and exhibits
                                    and/or any agreements, certificates or
                                    documents delivered in connection with this
                                    Agreement shall be true and correct when
                                    made, and shall also be true and correct at
                                    the time of the Closing, with the same force
                                    and effect as through such representations
                                    and warranties were made at that time;

                           (i)      Vendors shall deliver a fairness opinion in
                                    form and substance reasonably satisfactory
                                    to Purchaser;

                           (j)      Vendors shall deliver legal opinions in the
                                    form of Exhibit 6 from their respective
                                    counsel including, but not limited to, an
                                    opinion that all necessary shareholder
                                    approvals have been obtained;

                           (k)      the delivery by Vendors of all consents and
                                    waivers of third parties and governmental
                                    agencies and entities which are necessary or
                                    required to be obtained in connection with
                                    the transactions contemplated by this
                                    Agreement shall have been obtained by the
                                    Vendors, and there shall have been delivered
                                    to the Purchaser executed counterparts
                                    reasonably satisfactory in form and
                                    substance to the Purchaser of such consents
                                    and waivers;

                           (l)      Vendors shall deliver (A) general releases
                                    in favor of the Company and Purchaser from
                                    each of the Vendors other than the Company
                                    releasing the Company from any liability or
                                    obligation it may have to any Vendor through
                                    the Closing Date, whether on account of an
                                    inter company matter or otherwise, other
                                    than the rights to distributions of the
                                    Company as provided in its limited liability
                                    company operating agreement and the
                                    Allocation Agreement and (B) an executed
                                    copy of the Allocation Agreement in the form
                                    of EXHIBIT 13; and

ARTICLE 6 REPRESENTATIONS AND WARRANTIES

         6.1      Except with respect to Section 2 of Exhibit 2, Vendors jointly
                  and severally represent and warrant to the Purchaser that the
                  statements made by any of Vendors as set forth in EXHIBIT 2
                  are true and complete now.

         6.2      The representations, warranties and covenants made herein or
                  in any certificates or documents executed in connection
                  herewith shall survive the execution and delivery hereof and
                  thereof.

ARTICLE 6A INDEMNIFICATION

         6A.1     (a) Except as otherwise specifically provided in this
                  Agreement, Vendors agree jointly and severally to save,
                  indemnify and hold harmless Purchaser, its affiliates and
                  shareholders and their respective directors, officers,
                  shareholders, agents, successors, assigns and affiliates, from
                  and against any and all loss, liability, damages and expenses
                  resulting from or arising out of or in connection with, and
                  shall be liable to Purchaser for damages and expenses
                  resulting from or arising out of or in connection with (i) the
                  existence of any


                                       9
<Page>

                  Lien (including any Permitted Liens which arise other than
                  from an Assumed Liability) on the Assets, (ii) any breach or
                  non-fulfilment of one or more of the representations and
                  warranties by the Vendors; (ii) a breach or non-fulfilment of
                  any covenant or agreement to be performed or complied with by
                  any of the Vendors under this Agreement prior to or at the
                  Closing, (iii) a breach or non-fulfilment of any agreement,
                  certificate, document, or instrument executed by any of the
                  Vendors and delivered pursuant to or in connection with this
                  Agreement prior to or at the Closing; (iv) any matter or thing
                  occurring prior to Closing; or (v) any and all actions, suits,
                  proceedings, claims, demands, assessments, judgements, costs
                  and expenses, incident to any of the foregoing or incurred in
                  investigating or attempting to avoid the same or to oppose the
                  imposition thereof, or in enforcing any indemnity under this
                  Article 6.A.1(a); or (b) each Vendor agrees severally to save,
                  indemnify and hold harmless Purchaser, its affiliates and
                  shareholders and their respective directors, officers,
                  shareholders, agents, successors, assigns and affiliates from
                  and against any and all loss, liability, damages and expenses
                  resulting from or arising out of or in connection with and
                  shall be severally liable to Purchaser for damages and
                  expenses resulting from or arising out of or in connection
                  with (i) a breach or non-fulfillment of any post-Closing
                  covenant or agreement to be performed or complied with by such
                  Vendor under this Agreement or (ii) any and all actions,
                  suits, proceedings, claims, demands, assessments, judgements,
                  costs and expenses, incident to any of the foregoing or
                  incurred in investigating or attempting to avoid the same or
                  to oppose the imposition thereof, or in enforcing any such
                  indemnity under this Article 6A.1(b) (along with breaches
                  under Article 6.A.1(a), (a "BREACH");

         6A.2     Purchaser shall be liable to the Vendors for damages and
                  expenses resulting from or arising out of or in connection
                  with (i) a breach of any of its covenants; or (ii) any and all
                  actions, suits, proceedings, claims, demands, assessments,
                  judgements, costs and expenses, incident to any of the
                  foregoing or incurred in investigating or attempting to avoid
                  the same or to oppose the imposition thereof, or in enforcing
                  any such indemnity (a "PURCHASER BREACH").

         6A.3.    All amounts due pursuant to a Breach or a Purchaser Breach (an
                  "INDEMNIFICATION") shall be payable by the appropriate
                  indemnifying party to the indemnified party promptly and not
                  later than one month after notification given by registered
                  letter, FedEx or other recognised courier service.

         6A.4     Such Indemnification is subject (in the case of legal or
                  administrative proceedings of any type which may result in a
                  request for indemnification pursuant hereto) to the right of
                  the indemnifying party to participate, intervene or lead such
                  legal action, at their own expense, through a common
                  representative chosen by the indemnifying parties and assisted
                  if necessary by legal counsel. However, if any settlement is
                  for less than $10,000 and requires no admission of wrong doing
                  by the indemnifying party, then the indemnified party can
                  settle such claim without the indemnifying parties' consent
                  for the indemnifying parties' account.

         6A.5.    The Purchaser shall be entitled to set off the amount of an
                  Indemnification claim against any amounts, other than base
                  fixed salary, which may be due


                                       10
<Page>

                  from the Purchaser to the Vendors on any account whatsoever.
                  This set-off may be made with the next Payment due under this
                  Agreement.

         6A.6.    The liability set out in this Article 6A shall be limited as
                  follows:

                  (a)      No liability shall exist as to a breach of a
                           representation or warranty set forth in Articles 1.2,
                           1.6, 1.7, 1.8, 1.9, 1.11, 1.12, 1.13, 1.18, 1.19,
                           1.20, 1.21, 1.22, 1.24, 1.25, 1.26 and 1.27 unless
                           the incorrectness or incompleteness is notified in
                           writing to the Vendors prior to the third anniversary
                           of the Closing. No liability shall exist as to any
                           breach of any other representation or warranty unless
                           the incorrectness or incompleteness is notified in
                           writing to any of the Vendors prior to the later of
                           (i) the applicable statute of limitations period or
                           (ii) sixth anniversary of the Closing;

                  (b)      No liability shall exist unless the total of the
                           amount which can be claimed in connection with the
                           incorrectness or incompleteness of one or more of the
                           representations and warranties exceeds $37,000
                           (written thirty seven thousand dollars); in the event
                           that the sum of all claims exceeds such amount,
                           Vendors shall be liable for the total amount back to
                           the first dollar;

                  (c)      The Vendors are obliged to inform the Purchaser
                           without any delay of any Breach. The survival period
                           pursuant to this Article 6A.6 shall be extended for
                           each day that the Vendors shall fail to notify the
                           Purchaser of an event or claim for which
                           indemnification could be sought by the Purchaser from
                           the Vendors but for the failure of the Purchaser to
                           make a claim in a timely manner as a result of the
                           Vendors' failure to so notify the Purchaser.

ARTICLE 7 CERTAIN EMPLOYEE MATTERS

         7.1      Certain Employee Matters. Purchaser shall offer at-will
                  employment which is terminable at any time by the Purchaser or
                  employee, effective as of the Closing, to such employees of
                  the Company and at the salary and with benefits as shall be
                  determined by the Purchaser and the Executive. All employees
                  who accept their respective offers of employment with
                  Purchaser shall immediately be and become at-will employees of
                  Purchaser. The employees are not third party beneficiaries
                  under this Agreement.

         7.2      Purchaser shall establish for the benefit of the employees of
                  the Purchaser such health and medical care benefits and/or
                  coverage as Purchaser shall determine (collectively the
                  "PURCHASER HEALTH PLANS") to cover those employees of the
                  Company who become employees of Purchaser. Until such time as
                  Purchaser institutes this coverage, Parent shall provide such
                  coverage under its plans at Purchaser's cost. The 401(k) plan
                  covering said employees shall be rolled over to Purchaser by
                  the Vendors.

         7.3      The Purchaser agrees that the Executive shall have an annual
                  salary commencing as of the closing of $175,000 in
                  consideration of his full-time employment by the Business
                  (except that the Executive shall be entitled to


                                       11
<Page>

                  serve on the Board of Directors of Parent as specifically
                  provided in Article 8.1 of this Agreement) subject to the
                  rights of the Purchaser under Article 8.

         7.4      In addition, during the Executive's employment by the
                  Purchaser, the Executive shall be entitled to, but not
                  obligated to accept, a bonus of $25,000 on each of June 30 and
                  December 31, provided, that as of such date the Purchaser
                  shall have a cumulative Earn Out Profit for the six-month
                  period, in the case of June 30, or twelve-month period, in the
                  case of December 31, than ended of no less than zero (0). The
                  calculation for the Earn Out Profit shall be based upon the
                  monthly reports required under Article 8.3(b) and determined
                  in accordance with Exhibit 1. In the event no bonus shall be
                  earned for any such period, the obligation of the Purchaser to
                  pay such bonus with respect to such period shall cease.

ARTICLE 8 MANAGEMENT AND COVENANTS OF AND RESPECTING THE COMPANY

         8.1      The Executive acknowledges and agrees:

                  (a)      The Executive agrees to work for the Purchaser and
                           its affiliates and shareholders on an exclusive basis
                           and in accordance with all applicable employment
                           agreements and this Agreement. Purchaser acknowledges
                           that the Executive will be continuing to serve as a
                           member of the Board of Directors of Parent, and that
                           such service will not constitute a violation of the
                           Executive's commitments hereunder. Such service will
                           not require more than attendance at regular Board and
                           subcommittee meetings and shall not effect the
                           Executive's ability to successfully fulfil his duties
                           as an officer of the Purchaser.

                  (b)      In the event that the Executive terminates his
                           employment agreement, a notice period of one year has
                           to be taken into account. During the notice period,
                           the Executive will assist in the training of his
                           successor or successors.

                  (c)      The Executive has accepted to join Purchaser fully
                           aware of and based upon the recognized efficiency of
                           Purchaser's affiliates in the implementation of their
                           management tools. The Executive will use his best
                           efforts to see that the management team successfully
                           implements these management tools as early as
                           possible.

                  (d)      The Executive will provide Purchaser and/or its
                           affiliates with evidence of the implementation as per
                           (c) above.

         8.2      ***

         8.3      The Executive undertakes to have the management team:


-------------------
*** Confidential portions of this agreement omitted pursuant to a confidential
treatment request filed separately with the Securities and Exchange Commission.

                                       12
<Page>

                  (a)      organise and participate in a monthly Supervisory
                           Committee meeting, alternating each month between the
                           European headquarters of Purchaser's affiliates and
                           the headquarters of the Purchaser in the United
                           States;

                  (b)      fulfil monthly the internal reporting of Purchaser's
                           affiliates as shown in EXHIBIT 4 on a timely basis
                           but no later than one week before the Supervisory
                           Meeting;

                  (c)      open a bank account in a bank designated by
                           Purchaser's affiliates in order to benefit from the
                           centralized management of cash and in order to
                           facilitate the management of cash surpluses
                           conforming to the regulations of Purchaser's
                           affiliates;

                  (d)      hold a meeting in the United States between every
                           employee resigning from the Purchaser and a member of
                           the Department for Individual Development ("DID") of
                           Purchaser's ultimate shareholders; organise an annual
                           meeting among a member of the DID and key personnel
                           of the Purchaser, including Human Resource Managers,
                           Marketing Managers, Business Managers and others;

                  (e)      inform employees of the Purchaser about the
                           possibility of having a meeting with a member of the
                           DID in the United States whenever an employee deems
                           it necessary;

                  (f)      inform the Purchaser Designee one month prior to
                           telling a Business Manager that they intend to
                           dismiss that employee, except in cases where more
                           immediate separation is judged to be beneficial to
                           the employee and/or the Purchaser;

                  (g)      adopt, develop and pursue the Business Manager
                           concept (as previously described to Executive);

                  (h)      adopt the Management Charter, a copy of which is
                           attached hereto as EXHIBIT 3;

                  (i)      organise an annual meeting in the United States
                           between the employees and the Supervisory Committee;

                  (j)      implement the management tools of Purchaser's
                           affiliates, (as previously delivered to Executive);
                           and

                  (k)      work exclusively for the Purchaser and Purchaser's
                           affiliates it being acknowledged that the Executive's
                           responsibilities as a member of the Board of
                           Directors of Parent shall not constitute a violation
                           of this provision.

All services used and/or ordered from or for companies affiliated with Purchaser
are billed and paid at normal conditions, provided that the Executive is advised
in advance of the charges, and elects to utilize the services.



                                       13
<Page>

                  8.3.1    ***

                  8.3.2    ***

         8.4      The Vendors covenant and agree that:

                  8.4.1    Conduct of business: During the period from the date
                           of this Agreement to and including the Closing Date,
                           the Company shall conduct its operations in the
                           ordinary and usual course of business and consistent
                           with past practices. The Vendors will not take any
                           action or permit any action to be taken which would
                           make any of the representations and warranties
                           inaccurate or untrue on the Closing Date. Without
                           limiting the foregoing, prior to the Closing, the
                           Company will not without the prior written consent of
                           the Purchaser:

                           (a)      dissolve, liquidate, merge or consolidate or
                                    sell or otherwise dispose of all or any
                                    substantial portion of its assets or
                                    obligate itself to do so;

                           (b)      sell, transfer, lease or otherwise dispose
                                    of any assets or properties, other than in
                                    the ordinary course of business on standard
                                    terms, conditions and operating procedures
                                    customarily used by the Company;

                           (c)      amend, modify, change, alter, terminate,
                                    rescind or waive any rights or benefits
                                    under any contract, agreement or commitment
                                    required to be listed, or enter into any
                                    contract, agreement or commitment which, if
                                    in existence as of the date of this
                                    Agreement would have been required to be
                                    listed under Article 1.12 of EXHIBIT 2
                                    hereto;

                           (d)      amend, modify, change, alter or accelerate
                                    any billing procedure or billing cycle or
                                    rescind or waive any financial commitment or
                                    payment due;


                           (e)      incur any indebtedness without the consent
                                    and approval of the Purchaser; or

                           (f)      perform, take any action or incur or permit
                                    to exist (except where such existence could
                                    not be eliminated by the application of
                                    Vendor's best efforts to so eliminate such
                                    existence) any of the acts, transactions,
                                    events or occurrences out of the ordinary
                                    course.

------------------
*** Confidential portions of this agreement omitted pursuant to a confidential
treatment request filed separately with the Securities and Exchange Commission.

*** Confidential portions of this agreement omitted pursuant to a confidential
treatment request filed separately with the Securities and Exchange Commission.

                                       14
<Page>

                  8.4.2    Changes in information. During the period from the
                           date of this Agreement to and including the Closing
                           Date, the Vendor shall give the Purchaser prompt
                           written notice of any change in, or any of the
                           information contained in, the representations and
                           warranties made in or pursuant to this Agreement or
                           of any event or circumstance which, if it had
                           occurred on or prior to the date hereof, would cause
                           any of such representations or warranties not to be
                           true and correct.

                  8.4.3    Access to information. For the purposes of conducting
                           the Due Diligence Investigation, during the period
                           from the date of this Agreement to and including the
                           Closing Date, the Purchaser and their counsel,
                           accountants and other representatives shall be given
                           full access during normal business hours to all of
                           the facilities, properties, books, tax returns and
                           records of the Company and the Parent and all
                           personnel of the Company and all relevant information
                           in respect of the Business, Assets and the properties
                           of the Company shall be made available to them. The
                           Purchaser or its representatives shall have the right
                           to examine all papers and documents of the Company
                           (and to make copies thereof, on condition that such
                           copies are returned or destroyed in the event the
                           contemplated sale is not completed). The Purchaser
                           and they shall be furnished with such documents and
                           information with respect to the affairs of the
                           Company and the Parent as they may from time to time
                           reasonably be requested. The Purchaser or its
                           representative shall have the right to make direct
                           contact with any customer of the Company in order to
                           verify the financial balance of the contracts entered
                           into.


                  8.4.4    No shop. The Vendors agree that, except in accordance
                           with this Agreement, from after the date hereof and
                           until the Closing, or if the Closing does not occur,
                           then until ninety (90) days after the date of this
                           Agreement, neither the Company nor any of the Vendors
                           (or any person or entity acting on behalf of the
                           Vendors) will sell, transfer or otherwise dispose of
                           any capital stock or assets of or related to the
                           Company, or any of its businesses (except for
                           dispositions of assets in the ordinary course of
                           business as expressly permitted elsewhere in this
                           Agreement), and neither the Company nor any of the
                           Vendors (or any person or entity acting on behalf of
                           the Vendors) will respond to inquiries or proposals,
                           or enter into, pursue or participate in any
                           discussions, provide any information in respect of or
                           enter into any agreements (oral or written) with
                           respect to, the issuance, sale or purchase of any
                           capital stock of or beneficial interests in the
                           Company, any security convertible into or
                           exchangeable for such stock or interests, or any
                           option or warrant with respect to such stock or
                           interests, or the merger, consolidation, sale, lease
                           or other disposition of all or any portion of the
                           assets or business of the Company. Without limiting
                           or providing an exception to the foregoing, if the
                           Company or any of the Vendors shall receive any such
                           inquiry or proposal, whether oral or written, the
                           Company and/or the Vendors shall immediately


                                       15
<Page>

                           advise the Purchaser of such inquiry or proposal and
                           the identity of any such proposal, or if such
                           proposal was not written, a written description of
                           the material terms thereof.

                  8.4.5    No billing. Vendors shall not bill any customer nor
                           solicit any payment from any customer with respect to
                           work performed by the Company after the end of the
                           last completed monthly billing cycle prior to the
                           Closing Date. Vendors have not and, during the period
                           from the date of this Agreement to the Closing Date
                           will not accelerate the billing procedure for
                           work-in-progress. All billing of work-in-progress
                           from the date of this Agreement to the Closing Date
                           shall be performed in the ordinary course of business
                           in a manner consistent with the historical practice
                           of the Business. Any payments nonetheless received
                           from a customer by the Company or Parent on account
                           of work-in-process shall be retained by or delivered
                           to the Company and included in the Assets transferred
                           to the Purchaser and Purchaser shall receive notice
                           within 5 days of the receipt of any payment on
                           account of work-in-process.


                  8.4.6    Shareholder Consent. The Parent covenants that it
                           will deliver to Purchaser, for its review, the proxy
                           materials to be mailed to each of Parent's
                           shareholders (the "PROXY MATERIALS") soliciting such
                           shareholders' approval of the transactions
                           contemplated by this Agreement and other matters at
                           least five (5) business days prior to the earlier of
                           (i) the submission of the Proxy Materials to the
                           Securities and Exchange Commission, and (ii) the
                           distribution of the Proxy Materials.

         8.5      Nonassignability. Notwithstanding anything to the contrary
                  herein or in any document or instrument provided for herein or
                  contemplated hereby, to the extent that any assumed agreement,
                  lease, contract, license, agreement, sales or purchase order,
                  commitment, property interest or other asset included in the
                  Assets, or any claim, right or benefit arising thereunder or
                  resulting therefrom (each a "Contract Interest") is not
                  capable of being sold, assigned, transferred or conveyed
                  without the approval, consent or waiver of the issuer thereof
                  or the other party thereto or any other third person, this
                  Agreement, absent such approval, consent or waiver, shall not
                  constitute a sale, assignment, transfer or conveyance thereof
                  and the Company shall not be obligated to sell, assign,
                  transfer or convey to Purchaser any of its rights or
                  obligations in or to any of such Contract Interests without
                  first obtaining all such necessary approvals, consents or
                  waivers. The Company will request, and Purchaser shall
                  cooperate with the Company to obtain, approvals, consents or
                  waivers necessary to convey to Purchaser any material Contract
                  Interests. To the extent that any of the approvals, consents
                  or waivers referred to in this Article 8.5 shall not have been
                  obtained as of the Closing, the Company shall act in good
                  faith, with all costs related thereto to be borne by it, to
                  cooperate with Purchaser in any reasonable and lawful
                  arrangements designed to provide the benefits of such Contract
                  Interests to Purchaser.



                                       16
<Page>

         8.6      Allocation Agreement. The Vendors covenant that all
                  distributions will be made either (i) in accordance with the
                  Allocation Agreement, or (ii) with the prior written consent
                  of the Purchaser.

         8.7      Purchase Price Allocation. Purchaser and the Vendors agree
                  that the value of the Company's assets for use in allocating
                  the purchase price, any Company liabilities, and other
                  relevant items among the assets of the Company for tax and
                  other purposes shall be as set forth in EXHIBIT 14. Purchaser
                  and the Company will file all tax returns and information
                  reports, including IRS Form 8594, in a manner consistent with
                  the values described in the preceding sentence.

         8.8      Vendors must at all times be able to promptly provide evidence
                  at Purchaser's first request, of Vendors' conformity to all
                  points described in this Article 8.

         8.9      Parent shall obtain the approval of the holders of not less
                  than 50.1% of the shares of Parent common stock to the
                  transactions contemplated by this Agreement.

         8.10     After the Closing, Purchaser shall arrange for the provision
                  to the Business of a line of credit of up to $1,500,000 to
                  fund the operations of Purchaser after the Closing.

         8.11     The Company will take any and all actions necessary to ensure
                  that the Purchaser has the right to use the name "Stratus
                  Engineering" and/or any other similar name or any derivative
                  thereof in accordance with subclause (iii) of EXHIBIT 8.

ARTICLE 9 ANNOUNCEMENTS TO THIRD PARTIES

         9.1      None of Purchaser, Purchaser's affiliates or any of the
                  Vendors shall provide information to the press, or make any
                  public announcements or otherwise disclose any information
                  with respect to this Agreement other than to its advisors,
                  except with the prior written approval of the Purchaser or
                  except in so far as is required by law or stock exchange or
                  other rules it being acknowledged by the parties that certain
                  information but not documentation will be required to be
                  disclosed to shareholders and that prior to such disclosure
                  Purchaser shall be given an opportunity to review and comment
                  upon any such disclosure.

         9.2      The Purchaser agrees to consider confidential all information
                  regarding the Company, its business and its customers which it
                  may become aware of in connection with this Agreement and not
                  to disclose or use such information for any purposes
                  whatsoever in the event the contemplated sale is not completed
                  except as required by law or regulation.

         9.3      The Vendors agree to consider confidential all information
                  regarding Purchaser's affiliates or the Purchaser, their
                  businesses and customers which they may become aware of in
                  connection with this Agreement and not to disclose or use such
                  information for any purposes whatsoever except as required by
                  law or regulation; provided, however, that the non-disclosing
                  parties shall be entitled to notice of such intended
                  disclosure and have the right to seek an injunction or to take
                  such other action to prevent or limit such


                                       17
<Page>

                  disclosure. In addition, except as required by law or
                  regulation and then only with the prior written approval of
                  the Purchaser, the Vendors agree to keep the terms and
                  conditions of this Agreement and the negotiations between
                  Purchaser, on the one hand, and the Vendors, on the other
                  hand, with respect to the transactions contemplated hereby,
                  confidential.

         9.4      Except as otherwise agreed to in writing by the Purchaser, the
                  Vendors shall use their best efforts to cause the Securities
                  and Exchange Commission ("SEC") to treat this Agreement as
                  confidential and proprietary. In the event that the SEC or any
                  other governmental entity requires the disclosure of any such
                  information in any public filing, and Purchaser withholds
                  consent to such disclosure and terminates this Agreement,
                  neither the Vendors nor the Purchaser shall have any liability
                  to the other party as a result of such termination.

         9.5      The Vendors agree to keep the names, identities or any
                  information regarding any of the direct and indirect
                  shareholders of the Purchaser (or officers or directors
                  thereof) confidential and shall not disclose such information
                  to any party without the prior written consent of the
                  Purchaser.



                                       18
<Page>

ARTICLE 10 NOTICES

         10.1     Except as otherwise required by law, all announcements,
                  notices, summons and other communications pursuant to this
                  Agreement shall be delivered to the addresses stated hereunder
                  (or to such other address as a party has communicated to the
                  other party or parties in accordance with this Article) by
                  recognized international courier, or by registered mail with
                  return receipt, or by express mail or by telegram or
                  facsimile:

                  (a)      if directed to a Vendor: to its address set forth
                           above.

                  (b)      if directed to the Management Team: to the Purchaser
                           address.

                  (c)      if directed to Purchaser:

                                    SEA Consulting Services Corporation
                                    Cranbury Plaza
                                    2525 Route 130
                                    Building E
                                    Cranbury, NJ  08512

                          with a copy sent to:

                                    Golenbock, Eiseman, Assor, Bell & Peskoe
                                    437 Madison Avenue
                                    New York, New York 10022-7302
                                    Tel. +-(212) 907-7300
                                    Attention:  Andrew C. Peskoe, Esq.

                  (d)      if directed to the Company:

                                    SEP, LLC
                                    c/o Stratus Services Group, Inc.
                                    500 Craig Road, Second Floor
                                    Manalapan, New Jersey 07726
                                    Attn: Todd Raymond, Esq.
                                    Tel. (732) 866-0300

                  (e)      if directed to the Parent:

                                    Stratus Services Group, Inc.
                                    500 Craig Road, Second Floor
                                    Manalapan, New Jersey 07726
                                    Attn: Todd Raymond, Esq.
                                    Tel. (732) 866-0300

         10.2     Notices sent as follows shall be deemed to have been received
                  at the following times :

                  (a)      if sent by courier or express mail: on the earlier of
                           delivery by the courier or express mail to the
                           addressee or two business days following delivery to
                           the courier or express mail office properly
                           addressed;



                                       19
<Page>

                  (b)      if sent by registered letter: on the date noted on
                           the return receipt; or

                  (c)      if sent by facsimile: on the date on which the notice
                           is sent.

         10.3     Any notices to Purchaser, shall not be deemed received until
                  the copy of such notice is received by Golenbock, Eisemen,
                  Assor, Bell & Peskoe.

ARTICLE 11 WAIVER OF RIGHT TO DISSOLUTION

         11.1     Parties hereby waive any and all rights to annulment,
                  cancellation or recission of this Agreement, the deed of
                  transfer, and the transactions contemplated thereby on account
                  of any default, breach or non-fulfilment by any other party
                  hereto of any obligation, covenant or liability under or
                  resulting from this Agreement and/or deed of transfer.

         11.2     Parties in interest; assignment. Except as set forth below, no
                  party hereunder may assign any interest herein without the
                  prior written consent of the other parties hereto. All
                  covenants, agreements, representations, warranties and
                  undertakings contained in this Agreement by and on behalf of
                  any of the parties hereto shall bind and inure to the benefit
                  of the respective successors and permitted assigns of the
                  parties hereto, whether so expressed or not. Purchaser shall
                  have the unrestricted right to assign all or a portion of this
                  Agreement and to sell, assign, transfer or negotiate all or
                  any part of the Assets to an affiliate of Purchaser.

         11.3     Specific performance. The Vendors and Company hereby agree
                  that the Assets are unique property that cannot be readily
                  obtained on the open market and that the Purchaser will be
                  irreparably injured if this Agreement is not specifically
                  enforced. Therefore, the Purchaser shall have the right
                  specifically to enforce the performance of the Vendors and the
                  Company under this Agreement without the necessity of posting
                  any bond or other security, and the Vendors and the Company
                  hereby waive the defence in any such suit that the Purchaser
                  has an adequate remedy at law and agree not to interpose any
                  opposition, legal or otherwise, as to the propriety of
                  specific performance as a remedy. The remedy of specifically
                  enforcing any or all of the provisions of this Agreement in
                  accordance with this Article shall not be exclusive of any
                  other rights which the Purchaser may have to terminate this
                  Agreement or of any other rights or remedies which the
                  Purchaser may otherwise have under this Agreement or
                  otherwise, all of which rights and remedies shall be
                  cumulative.

         11.4     Further assurances. At any time and from time to time after
                  the date hereof, at Purchaser's request and without further
                  consideration, the Vendors will execute and deliver such other
                  instruments of sale, transfer, conveyance, assignment and
                  confirmation and take such action as Purchaser may reasonably
                  deem necessary in order more effectively to transfer, convey
                  and assign to Purchaser, and to confirm Purchaser's title to,
                  the Assets and to assist Purchaser in exercising all rights
                  with respect thereto or to which it shall be entitled
                  hereunder.



                                       20
<Page>

ARTICLE 12 COSTS

         12.1     The Vendors and the Purchaser shall each pay their own costs
                  arising out of and in relation to this Agreement and the
                  transactions contemplated hereby.

ARTICLE 13 NON COMPETITION AND OUTSIDE INVESTMENT

         13.1     (A) The Executive and each of the other Vendors, except for
                  the Parent, hereby agree that, commencing as of the date
                  hereof, and with respect to the Executive during the term of
                  his employment with the Purchaser (including any period for
                  which the Executive shall act as a consultant to the
                  Purchaser), and for a period of three years thereafter, none
                  of the Vendors shall, without the prior written approval of
                  Purchaser, directly or indirectly, through any other person,
                  firm or corporation, whether for himself, itself or as agent
                  on behalf of any other person or entity, and whether as
                  employee, consultant, agent, principal, lender, partner,
                  officer, director, investor, stockholder or otherwise, with or
                  without compensation provided however, that the foregoing
                  shall not preclude passive ownership of not more than 1% of
                  the listed shares of any publicly traded company:

                  (i)      Sell, lease, license, assist or participate in the
                           development of products or provide, lease, license,
                           assist or participate in the provision of services
                           which are competitive with the businesses, products
                           or services of the Company, the Purchaser of the
                           Business or the business, products or services which
                           (in the case of the Executive, at the time of
                           termination of employment with the Purchaser or in
                           the case of another Vendor, at any time) are under
                           development by the Company, the Purchaser or
                           affiliates of the Purchaser (the "COMPANY BUSINESS"),
                           or promote, market, sell, lease, license, become or
                           acquire an interest in, or associate in a business
                           relationship with, or aid or assist any other person,
                           corporation, firm, partnership or other entity
                           whatsoever who is engaged in any line of business
                           competitive with the Company Business;

                  (ii)     become an employee, consultant, agent, principal,
                           lender, partner, officer, director, stockholder or
                           otherwise provide services to or on behalf of any
                           entity (A) which the Purchaser reasonably determines
                           is or could become a competitor of the Company
                           Business or (B) which as of the date of this
                           Agreement is a business partner or contractual party
                           with the Company;

                  (iii)    solicit or refer, directly or indirectly, any clients
                           or prospective client (a prospective client being one
                           to whom the Company or the Purchaser has made or
                           submitted a presentation, with whom the Company or
                           the Purchaser has had contact or discussed a
                           proposal, or which was included on a list of specific
                           prospects within the past twelve months), of any
                           services and/or products offered by the Company or
                           the Purchaser (or which are competitive with those
                           offered by the Company or the Purchaser) to any other
                           provider of such services, or encourage, entice or
                           cause any client, online or other user, registrant or
                           subscriber to cease to do, or to reduce the amount or
                           frequency of,



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                           business or other interaction which such person has
                           customarily done or contemplates doing with the
                           Company or the Purchaser;

                  (iv)     employ, solicit, raid, entice, induce or assist any
                           person who presently is, or any time during the five
                           years preceding such employment, solicitation, raid,
                           enticement, inducement or assistance shall have been,
                           an employee of the Company, the Purchaser or any of
                           the Subsidiaries of either, to become employed or
                           retained by any other person or entity; or

                  (v)      promote, market, assist or participate in the
                           development, sale, lease or licensing of any services
                           and/or products competitive with those provided by
                           the Company Business to, for or with any person,
                           corporation, firm, partnership or other entity
                           whatsoever; or

                  (vi)     participate in any activity in competition with the
                           activities of any of Purchaser's affiliates, i.e.,
                           consulting and/or services in or to the technological
                           and/or management business.

         13.2     For a period of three (3) years from the Effective Date of
                  this Agreement (the "PARENT NONCOMPETITION PERIOD"), Parent,
                  or its successor and affiliates, will not, without prior
                  written approval of Purchaser, directly or indirectly,
                  individually or as an owner, partner, shareholder, joint
                  venturer, corporate officer, director, employee, consultant,
                  principal, agent, trustee or licensor, or in any other similar
                  capacity whatsoever of or for any person, firm, partnership,
                  company or corporation, (a) own, manage, operate, sell,
                  control or participate in the ownership, management,
                  operation, sales or control of any business that solicits for
                  the provision of or provides engineering consulting services
                  similar to or competitive with the services currently provided
                  by the Company or Business ("ENGINEERING CONSULTING SERVICES")
                  to any party, including, but not limited to, any past or
                  current customer of the Company or the predecessor division
                  previously operated by Parent identified on Schedule A hereto
                  (each a "Customer" and collectively the "Customer"), or any
                  other services offered by the Company as of the date hereof;
                  (b) accept employment or engagement to provide Engineering
                  Consulting Services to any third party, including, but not
                  limited to a Customer of the Company or the Purchaser; or (c)
                  request or advise any of the Customers, suppliers or other
                  business contacts of Company with which Parent had contact
                  while an owner of the Company to withdraw, curtail, cancel or
                  not increase their business with Purchaser. Notwithstanding
                  the foregoing, (i) Parent is permitted to own as a passive
                  investor up to a one percent (1%) interest in the listed
                  shares of any publicly traded entity, and (ii) nothing
                  contained herein shall prohibit Parent from providing staff
                  augmentation services or placing third party engineers on a
                  temporary basis under circumstances in which Parent does not
                  provide engineering consulting services ("ENGINEERING
                  STAFFING"), provided that, Parent shall not provide
                  Engineering Staffing to any of the Customers without the prior
                  written consent of the Purchaser.

         13.3     Recognizing that the Executive's and other Vendors' knowledge,
                  information and relationship with existing or prospective
                  clients, licensees, customers, suppliers, accounts, agents,
                  brokers and representatives of the Company, the Purchaser, the
                  Company Business and the Subsidiaries of the Company or the



                                       22
<Page>

                  Purchaser, and their knowledge of the business, methods,
                  systems, plans and policies of the Company, the Purchaser, the
                  Company Business and the Subsidiaries of the Company or the
                  Purchaser, which each of them has heretofore and shall
                  hereafter establish, receive or obtain as an employee, owner,
                  officer or affiliate of the Company or the Purchaser or in
                  connection with services performed for the Company, or the
                  Purchaser or any such Subsidiary of the Company or the
                  Purchaser, are valuable and unique assets of the Purchaser,
                  the Executive and other Vendors agree that (except with
                  respect to the Executive, only to the extent required to
                  fulfil his duties to the Purchaser), they shall not directly
                  or indirectly, use, divulge, furnish or make accessible to
                  anyone, without the prior written consent of the Purchaser,
                  any such knowledge or information pertaining to the Company,
                  the Purchaser, the Company Business or the Subsidiaries of the
                  Company or the Purchaser or the business, shareholders,
                  personnel, methods, systems, plans or policies thereof, to any
                  person, firm or corporation or other entity, for any reason or
                  purpose whatsoever.

         13.4     The Purchaser shall be deemed and entitled to own all of the
                  results and proceeds of the services of the Executive, other
                  than results which are unrelated to Purchaser's Business and
                  were created on Executive's personal time without the use of
                  any Purchaser resources or assets, including all right, title
                  and interest in and to any and all creations, inventions,
                  franchises, products, processes, concepts, methods, ideas,
                  designs and/or systems (including, without limitation, all
                  those of an advertising, marketing or promotional nature), and
                  any improvement thereon, which may be developed, created or
                  devised by the Executive during the term of his employment by
                  the Parent, the Company or Purchaser. The Executive will, at
                  the request of the Purchaser, and without further compensation
                  other than that for which provision is made in this Agreement,
                  execute such assignments, certificates or other instruments as
                  the Purchaser may from time to time deem necessary or
                  desirable to evidence, establish, maintain, perfect, protect,
                  enforce or defend the Purchaser's right, title and interest in
                  or to any of the foregoing. Without limiting the generality of
                  the previous sentences, the Executive acknowledges and agrees
                  that all memoranda, notes, records, customer lists and other
                  documents made or compiled by him or made available to him
                  during the term of his employment by the Parent, the Company
                  or Purchaser concerning the Business, shall be the property of
                  the Purchaser and shall be delivered by the Executive to the
                  Purchaser upon termination of his employment by the Purchaser
                  or at any other time on the Purchaser's request.

         13.5     The Executive and such employees of the Company, the Purchaser
                  or the Business as shall be specified by Purchaser shall each
                  execute and deliver to and for the benefit of the Purchaser a
                  Proprietary Information and Inventions Agreement substantially
                  in the form of EXHIBIT 5 hereto, pertaining to, among other
                  matters, proprietary information, inventions and
                  confidentiality obligations, the provisions of which shall be
                  deemed incorporated herein by reference as if set forth
                  herein.

         13.6     The provisions of this Article 13 shall survive the
                  termination or expiration of this Agreement, irrespective of
                  the reason therefor, including under any circumstances in
                  which a Management Team member continues thereafter in the
                  employ of the Purchaser.



                                       23
<Page>

         13.7     Each Vendor acknowledges that the services to be rendered by
                  the Executive are of a special, unique and extraordinary
                  character and, in connection with such services, the Executive
                  will have access to confidential information vital to the
                  business of the Purchaser and its affiliates. By reason of the
                  foregoing, each Vendor consents and agrees that, if any of
                  them violates any of the provisions of this Article 13, the
                  Purchaser and its affiliates and shareholders would sustain
                  irreparable harm and, therefore, in addition to any other
                  remedies which the Purchaser and its affiliates and
                  shareholders may have under this Agreement or otherwise, the
                  Purchaser and its affiliates and shareholders shall be
                  entitled to apply (without the necessity of posting any bond)
                  to any court of competent jurisdiction for an injunction
                  restraining such Vendor or any other party from committing or
                  continuing any such violation (or participating therein) of
                  this Agreement, and such Vendor shall not object to any such
                  application.

         13.8     In case of breach of the aforementioned obligations contained
                  in this Article 13, by a Vendor, the parties hereto
                  acknowledging that the actual damages resulting from any
                  breach being difficult to ascertain, the Vendor who is in
                  breach, shall be severally liable to pay to Purchaser an
                  amount, as an estimate of actual damages, equal to 100% of the
                  pre-tax amounts received by such Vendor directly or indirectly
                  in connection with this Agreement. The compensation for this
                  undertaking is included in the fixed part of the price as
                  specified in article 3.1.(a) of this Agreement.

         13.9     In the event that any provisions of this Article 13 would be
                  held to be invalid, prohibited or unenforceable in any
                  jurisdiction for any reason (including, but not limited to,
                  any provisions which would be held to be unenforceable because
                  of the scope, duration or area of its applicability), unless
                  narrowed by construction, this Article 13 shall, as to such
                  jurisdiction only, be construed as if such invalid, prohibited
                  or unenforceable provision had been more narrowly drawn so as
                  not to be invalid, prohibited or unenforceable (or if such
                  language cannot be drawn narrowly enough, the court making any
                  such determination shall have the power to modify such scope,
                  duration or area or all of them, but only to the extent
                  necessary to make such provision or provisions enforceable in
                  such jurisdiction, and such provision shall then be applicable
                  in such modified form in such jurisdiction only). If,
                  notwithstanding the foregoing, any provision of this Article
                  13 would be held to be invalid, prohibited or unenforceable in
                  any jurisdiction, such provision shall be ineffective to the
                  extent of such invalidity, prohibition or unenforceability,
                  without invalidating the remaining provisions of this
                  Agreement or affecting the validity or enforceability of such
                  provision in any other jurisdiction.

ARTICLE 14 ENTIRE AGREEMENT

         14.1     The attached EXHIBITS 1 through 14 are an integral part of
                  this Agreement. This Agreement and the Exhibits can only be
                  amended or supplemented by all parties in writing.

         14.2     This Agreement contains all of the agreements between the
                  parties with respect to the present transaction and supersedes
                  all earlier written and/or oral agreements which parties may
                  have made, including but not limited to the Letter of Intent.



                                       24
<Page>

         14.3     The index, headings and any descriptive notes are for ease of
                  reference only and shall not affect the construction or
                  interpretation of this Agreement.

ARTICLE 15 APPLICABLE LAW AND CHOICE OF FORUM

         15.1     This Agreement shall be governed by and construed in
                  accordance with the internal laws of the State of New York,
                  without regard to principles of conflict of laws and
                  regardless of where actually executed, delivered or performed.

         15.2     The Vendors and Purchaser agree that, except as provided in
                  Article 15.3 below, any dispute relating to or arising from
                  this Agreement or the transactions contemplated hereby shall
                  be resolved only in the Courts of the State of New York
                  sitting in the County of New York or the United States
                  District Court for the Southern District of New York and the
                  appellate courts having jurisdiction of appeals in such
                  courts, and the parties hereto hereby irrevocably submit to
                  the exclusive jurisdiction of such courts in any such action
                  or proceeding, agree to accept service by mail, and
                  irrevocably waive the defense of an inconvenient forum to the
                  maintenance of any such action or proceeding, that the venue
                  of the suit, action or proceeding is improper or that this
                  Agreement or the subject matter hereof may not be enforced by
                  such courts.

         15.3     (i)      The Vendors each agrees that in the event of any
                           breach by any of them of this Agreement, the remedies
                           available to the Purchaser at law would be inadequate
                           and that such obligations under this Agreement may be
                           specifically enforced. By reason of the foregoing,
                           each Vendor consents and agrees that, if any of them
                           violates any of the provisions of this Agreement, the
                           Purchaser and Purchaser's affiliates and shareholders
                           would sustain irreparable harm and, therefore, in
                           addition to any other remedies which the Purchaser
                           and Purchaser's affiliates and shareholders may have
                           under this Agreement or otherwise, the Purchaser and
                           its affiliates and shareholders shall be entitled to
                           apply (without the necessity of posting any bond) to
                           any court of competent jurisdiction for an injunction
                           restraining such Vendor or any other party from
                           committing or continuing any such violation (or
                           participating therein) of this Agreement, and such
                           Vendor shall not object to any such application.

                  (ii)     Except for matters for which the Purchaser seeks
                           specific performance, each dispute, difference,
                           controversy or claim arising in connection with or
                           related or incidental to, or question occurring
                           under, this Agreement or the subject matter hereof
                           shall be finally settled under the Commercial Rules
                           of the American Arbitration Association (the "AAA")
                           by an arbitral tribunal composed of three
                           arbitrators, at least one of whom shall be an
                           attorney experienced in corporate transactions,
                           appointed by mutual agreement of the parties in
                           accordance with said Rules. In the event the parties
                           fail to agree upon a panel of arbitrators from the
                           first list of potential arbitrators proposed by the
                           AAA, the AAA will submit a second list in accordance
                           with said Rules. In the event the parties shall have
                           failed to agree upon a full panel of arbitrators from
                           said second list, any remaining arbitrators to be
                           selected shall be appointed by the AAA in accordance
                           with said


                                       25
<Page>

                           Rules. If, at the time of the arbitration, the
                           parties agree in writing to submit the dispute to a
                           single arbitrator, said single arbitrator shall be
                           appointed by agreement of the parties in accordance
                           with the foregoing procedure, or, failing such
                           agreement, by the AAA in accordance with said Rules.
                           The foregoing arbitration proceedings may be
                           commenced by any party by notice to all other
                           parties. The venue of such arbitration shall be New
                           York, New York and no other place unless agreed to in
                           writing by Purchaser. The arbitrator may award the
                           prevailing party its costs and expenses of the
                           arbitration. Each party may be represented by counsel
                           if it chooses.


                  (ii)     The parties intend that this Agreement to arbitrate
                           be valid, enforceable and irrevocable. The parties
                           consent to the jurisdiction of the arbitrator and to
                           the jurisdiction of any court in which judgment upon
                           the arbitration award may be entered, including,
                           without limitation, the federal or state courts
                           located in the City of New York, New York. The
                           decision of the arbitrator, which shall be rendered
                           no later than three (3) months after the date the
                           hearing begins, shall be final and binding upon the
                           parties hereto. The judgment on an arbitration award
                           may be entered and enforced by any party hereto in
                           any court or judicial body, domestic or foreign,
                           situated anywhere in the world, having jurisdiction
                           over the person or property of the party against whom
                           such award is sought to be enforced.



                                       26
<Page>



Signed in                at                                   .



SEP, LLC                                   CHARLES SAHYOUN


By: /s/ Charles Sahyoun                    /s/ Charles Sahyoun
   --------------------                        ---------------

STRATUS SERVICES GROUP, INC.               SAHYOUN HOLDINGS LLC


By: /s/ Joseph J. Raymond                   By: /s/ Charles Sahyoun
   ----------------------                      --------------------



SEA CONSULTING SERVICES
CORPORATION


By: /s/ Caroline B. Robertson
    -------------------------


                                       1