**EXHIBIT
        10.65**
  **STRATUS
        NON-COMPETE/NON-SOLICITATION AGREEMENT**
 
 
 This **STRATUS**  **NON-COMPETE
        AND NON-SOLICITATION AGREEMENT** (the
“ **Agreement”** )
        is made
        and entered into as of this 7th day of December, 2005, by and between **STRATUS
        SERVICES GROUP, INC.** ,
        a
        Delaware company ( **“** Stratus **”** )
        and **TRI-STATE
        EMPLOYMENT SERVICE, INC.,** a New
        York corporation (“Tri-State”), and the respective affiliates, officers,
        directors and/or principals of each of Stratus and Tri-State.
 
 **RECITALS:**
 
 WHEREAS,
        Tri-State and Stratus have executed an Asset Purchase Agreement whereby
        Tri-State has purchased certain assets related to the ongoing clerical and
        light
        industrial staffing business of Stratus at its offices located in Bellflower,
        California, and West Covina, California (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 Tri-State 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 Tri-State.
 
 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 Tri-State.
 
 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 Tri-State (hereafter “Confidential
        Information”).
  **1**
  **Non-Competition
        Agreement**
 
 Stratus
        agrees that it will not, during the **three
        (3)** year
        period commencing with the Effective Date of the Asset Purchase Agreement
        (“Restrictive Period”) service, solicit, compete in the geographic area of or
        deal with any customers or future customers of its offices located in
        Bellflower, California and West Covina, California (collectively the “Tri-State
        CA Branch Offices”). Stratus acknowledges that doing so in any manner would
        interfere with, diminish and otherwise jeopardize and damage the business
        and
        goodwill of the Tri-State CA Branch Offices. 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 Tri-State, it will not at any time use
        for any
        reason or disclose to any person any of the Confidential Information of the
        Tri-State CA Branch Offices 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 Tri-State.
 
 **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 Tri-State in the Tri-State CA
        Branch Offices, 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 Tri-State 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 Tri-State 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 Tri-State shall institute any action or proceeding to enforce those
        covenants, Stratus hereby waives and agrees not to assert the claim or defense
        that Tri-State has an adequate remedy at law. The foregoing shall not prejudice
        Tri-State’s right to require Stratus to account for and pay over to Tri-State
        the amount of any damages incurred by Tri-State as a result of any such
        breach.
 
 **Scope
        and Duration**
 
 It
        is
        expressly understood and agreed that Stratus and Tri-State consider the
        restrictions contained in this Agreement to be reasonable and necessary for
        the
        purposes of preserving and protecting the goodwill, legitimate business
        interests, and proprietary trade secrets and confidential information of
        Tri-State. Nevertheless, if any of the aforesaid restrictions are found by
        a
        court having jurisdiction to be unreasonable, or to be overbroad as to
        geographic area, or time, or
        with
  **2**
  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 New Jersey, without regard to conflicts of law principles.
  **Section
        Headings**
 
 The
        section headings are for the convenience of the parties and in no way alter,
        modify, amend, limit, or restrict the contractual obligations of the
        parties.
 
 **Severability**
 
 The
        invalidity or unenforceability of any provision of this Agreement shall not
        affect the validity or enforceability of any other provision of this
        Agreement.
 
 
  **3**
  **Counterparts**
 
 This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed an original but all of which, when taken together, shall be one and
        the
        same document.
 
 **STRATUS
        SERVICES GROUP, INC.**
 
 
 By: **** /s/
        Joseph J. Raymond
 Joseph
        J.
        Raymond
 Chairman
        and CEO
 
 
 **TRI-STATE
        EMPLOYMENT SERVICE, INC.**
 
 
 
 By: /s/
        Robert Cassara
 Robert
        Cassara
 President
  4