**EXHIBIT
      10.61**


**STRATUS
      NON-COMPETE/NON-SOLICITATION AGREEMENT**











This **STRATUS**  **NON-COMPETE
      AND NON-SOLICITATION AGREEMENT** (the
“ **Agreement”** )
      is made
      and entered into as of this 2 nd day of
      December, 2005, by and between **STRATUS
      SERVICES GROUP, INC.** ,
      a
      Delaware company ( **“** Stratus **”** )
      and **ALS,
      LLC** ,
      a
      Florida limited liability company (“ALS”), and the respective affiliates,
      officers, directors and/or principals of each of Stratus and ALS.





**RECITALS:**





WHEREAS,
      ALS and Stratus have executed an Asset Purchase Agreement whereby ALS has
      purchased certain assets related to the ongoing clerical and light industrial
      staffing business of Stratus at its offices located in Chino, California;
      Colton, California; Los Nietos, California; Ontario, California; Santa Fe
      Springs, California; and Phoenix, Arizona branches and the Dallas Morning News
      account (the “Purchased Assets”); and





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





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





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





**Confidentiality
      and Trade Secrets**





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





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





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


**1**


**Non-Competition
      Agreement**





Stratus
      agrees that it will not, during the **two
      (2)** year
      period commencing with the Effective Date of the Asset Purchase Agreement
      (“Restrictive Period”) service, solicit, compete in the geographic area of or
      deal with any customers or future customers of its offices located in Chino,
      California; Colton, California; Los Nietos, California; Ontario, California;
      Santa Fe Springs, California; and Phoenix, Arizona branches and the Dallas
      Morning News account (collectively the “Purchased Assets”). Stratus acknowledges
      that doing so in any manner would interfere with, diminish and otherwise
      jeopardize and damage the business and goodwill of the Purchased Assets.
      Notwithstanding the foregoing, Stratus retains the right to continue to service
      all of its other existing nationwide customers and accounts.





**Non-Disclosure
      Agreement**





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





**Agreement
      Not to Compete for Accounts or Personnel**





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





**No
      Adequate Remedy at Law**





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





**Scope
      and Duration**





It
      is
      expressly understood and agreed that Stratus and ALS consider the restrictions
      contained in this Agreement to be reasonable and necessary for the purposes
      of
      preserving and protecting the goodwill, legitimate business interests, and
      proprietary trade secrets and confidential information of ALS. Nevertheless,
      if
      any of the aforesaid restrictions are found by a court having


**2**


jurisdiction
      to be unreasonable, or to be overbroad as to geographic area, or
      time, or with
      respect to a particular scope of commerce ,
      or to
      be otherwise unenforceable, the parties intend for the restrictions set forth
      above to be modified by such court so as to be reasonable and enforceable and,
      as so modified by the court, to be fully enforced.





**Successors
      and Assigns**





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





**Entire
      Agreement; Amendment**





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




**Governing
      Law**





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




**Section
      Headings**





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





**Severability**





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








**3**


**Counterparts**





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





**STRATUS
      SERVICES GROUP, INC.**














By: /s/
      Michael A. Maltzman


Michael
      A. Maltzman


Executive
      Vice President & CFO








**ALS,
      LLC**











By: /s/
      Michael J. O’Donnell


Michael
      J. O’Donnell


Managing
      Member




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