ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into this 29th day of January, 2008 by and between Temps, Inc., a Missouri corporation (“Buyer”) and TeamStaff Rx, Inc. (“TeamStaff Rx”), a Texas corporation and a wholly-owned subsidiary of TeamStaff, Inc., a New Jersey corporation (“TeamStaff”) which includes the Nursing Innovations division (“Nursing Innovations”) of TeamStaff Rx, Inc. TeamStaff Rx and TeamStaff are sometimes individually and collectively referred to herein as “Seller”.

Recitals

A. Seller owns and operates a per diem nurse staffing business under the trade name “Nursing Innovations” located at 6555 Quince Road, Suite 303, Memphis, Tennessee 38119 (the “Location”) which is operated under the trade name “Nursing Innovations” (the “Business”).

B. Buyer intends to buy, and Seller intends to sell, certain assets of Seller which are hereinafter described upon the terms and conditions of this Agreement.

NOW THEREFORE , in consideration of the above recitals, which are incorporated herein, the terms and conditions hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.1 Purchased Assets . Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in Section 3.1 hereof), Seller shall sell to Buyer, and Buyer shall purchase from Seller, all assets used by Seller in the operation of the Business including, but not limited to, those assets described on Exhibit A attached hereto and incorporated herein (“Purchased Assets”). The Purchased Assets shall include Seller’s accounts receivables as of Closing (“Accounts Receivables”). All of the Purchased Assets shall be sold with good title, free and clear of any and all security interests, liens, restrictions, pledges, claims, encumbrances and charges of any kind (collectively “Encumbrances”).

1.2 Liabilities Not Assumed . Buyer shall not assume and Seller shall pay and discharge any and all debts, obligations and/or liabilities of Seller. Without limiting the foregoing, it is expressly acknowledged that Buyer is not assuming (i) any equipment leases of Seller other than the copier lease at the Location as specified on Exhibit A which shall be assumed by Buyer; (ii) the lease for the Location; (iii) any employee contracts; and (iv) any income, sales and/or unemployment tax liabilities of Seller, and Seller shall remain liable therefore.

2.1 Purchase Price; Payment . The consideration to be paid by Buyer to Seller for the Purchased Assets will be, subject to any prorations and adjustments as provided herein, One Hundred Ninety Thousand Dollars ($190,000) plus an amount equal to Seller’s Accounts Receivables that Seller is selling to Buyer hereunder, provided the purchase price shall not exceed Four Hundred Fifty Thousand Dollars ($450,000.00) (the “Asset Purchase Price”).

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2.2 Prorations/Adjustments . All taxes and assessments of whatever nature which are past due or have become due upon any of the Purchased Assets on or before the Closing Date will be paid by Seller, together with any penalty or interest thereon. All current taxes, assessments and contract obligations of whatever nature upon any of the Purchased Assets will be prorated and adjusted between Buyer and Seller as of the Closing, with the Closing Date being the responsibility of Buyer. In addition, the parties will prepare a schedule to account for all adjustments to the Asset Purchase Price to be reflected at Closing and taking into consideration the time in which Closing will be effective as provided in Section 3.1 below.

2.3 Allocation . Buyer and Seller shall mutually agree as to the allocation of the Asset Purchase Price. Each of the parties agree to complete and file all applicable forms as may be required with respect to the foregoing allocation, including Form 8594 to be filed with the Internal Revenue Service.

3.1 Closing Date . Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “Closing”) will occur at the Location on January 31, 2008 at 10 a.m., or at such other place, date and time as may be mutually agreed to by the parties (the “Closing Date”). Notwithstanding the foregoing, the Closing shall be effective as of 11:59 p.m. Central Standard Time (“CST”) on January 26, 2008.

3.2 Actions to be Taken at the Closing . At the Closing, provided all of the conditions precedent have been satisfied or waived, the parties shall take the following actions and deliver the following documents:

(a) Seller shall each execute and deliver to Buyer a Warranty Bill of Sale and Assignment, in form acceptable to Buyer, transferring to Buyer good title in and to the Purchased Assets, free and clear of all Encumbrances. Seller shall also execute an Assignment of Trademarks in the form acceptable to Buyer.

(b) Seller shall each execute and deliver to Buyer such other documents, including further instruments of sale, transfer and assignment transferring, assigning and conveying the Purchased Assets as shall be reasonably requested by Buyer to evidence the transfer of all of the Purchased Assets to Buyer and to vest in the Buyer good, marketable, indefeasible title to the Purchased Assets, free and clear of all Encumbrances.

(c) Seller will each deliver to Buyer possession of the Purchased Assets with the Purchased Assets being in the condition required by Section 4.3(b) hereof.

(d) Subject to adjustments and prorations specified above, and subject to Buyer withholding $90,000 of the Asset Purchase Price in escrow as provided in Section 4.3(k) below, Buyer shall pay the sum of $190,000 plus Accounts Receivables outstanding on the Closing Date to Seller by wire transfer.

(e) Seller will deliver to Buyer certified copies of the corporate resolutions of Seller’s directors authorizing the transactions contemplated by this Agreement and shall deliver a certificate of good standing for Seller dated within 10 days of Closing.

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(f) Seller will deliver to Buyer the written opinion of Seller’s counsel, in form mutually agreeable to Buyer’s counsel regarding Seller’s ability, power and authority to enter into this Agreement and consummate the transactions contemplated hereby.

(g) Seller shall perform all other obligations and take all steps and actions which are required to be performed by Seller under this Agreement before, on or at the Closing. Seller shall deliver a certificate in form acceptable to Buyer signed by the President and Chief Executive Officer of Seller recertifying to Seller’s representations and warranties as of the Closing.

(h) The parties will enter into that sublease of the Location Lease (as defined below in Section 5.1(h)) as described in Section 5.1(h) below.

(i) The Parties will take such other actions and will execute and deliver such other instruments, documents, agreements and certificates as are required by the terms of this Agreement and any other agreement or instrument executed by Seller pursuant to or in connection with this Agreement (each, a “Related Agreement”) or as may be reasonably requested by Buyer or Seller, as the case may be, in connection with the consummation of the transactions contemplated herein.

4.1 TeamStaff Rx’s and TeamStaff’s Representations . At all times from the date of this Agreement through and including the Closing Date, Seller covenants, represents and warrants to Buyer as follows:

(a) Organization and Good Standing . TeamStaff Rx is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas and is duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to own its properties and to carry on its business in the places and in the manner as now conducted. TeamStaff is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey and is duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to own its properties and to carry on its business in the places and in the manner as now conducted.

(b) Corporate Power and Authority; Authorization; Binding Effect . TeamStaff Rx and TeamStaff each have all necessary corporate power and authority, and each has taken all corporate action necessary, to authorize the execution and delivery of this Agreement and the instruments to be executed and delivered pursuant hereto and to consummate the transactions contemplated hereby. This Agreement is the legal, valid and binding agreement of TeamStaff Rx and TeamStaff enforceable in accordance with the terms hereof.

(c) Trade Name . Seller has operated the Business under the “Nursing Innovations” name since November 14, 2004 and no claims of infringement or demands to have Seller cease and desist the use of said names have been made with respect thereto. TeamStaff is the owner of the “Nursing Innovations” registered trademark with the United States Patent and Trademark Office and no claims of infringement or demands to have TeamStaff cease and desist the use of said registered mark have been made with respect thereto

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(d) Shareholders . TeamStaff is the sole shareholder of TeamStaff Rx.

(e) Company Location . Seller operates the Business out of the Location and no other location.

(f) No Violation . The execution and delivery of this Agreement and the documents executed in connection herewith, and the consummation of the transactions contemplated hereby or thereby, do not and will not result in a violation of or conflict with (a) the Articles of Incorporation or By-Laws of TeamStaff Rx or TeamStaff, (b) any agreement or commitment to which TeamStaff Rx or TeamStaff is bound, (c) any judgment, decree, order, regulation or rule of any court or governmental authority, or any statute or law applicable to TeamStaff Rx or TeamStaff.

(g) Ownership of Purchased Assets . Seller is the owner of all of the Purchased Assets and said Purchased Assets will be transferred to Buyer free and clear from all Encumbrances. Exhibit A sets forth an accurate and complete list of all assets used by Seller in the operation of the Business. TeamStaff is the owner of the “Nursing Innovations” registered trademark and the “NI” registered trademark and such assets will be transferred to Buyer free and clear from all Encumbrances.

(h) Consents . Seller will obtain all required consents of any third party with respect to the transfer of the Purchased Assets to Buyer.

(i) Condition of Purchased Assets . All equipment being purchased (as well as the equipment which is the subject of that certain equipment lease being assumed by Buyer) as part of the Purchased Assets are in good operating condition and repair and shall be in as good a state of repair at Closing as such equipment is as of the execution of this Agreement.

(j) Actions and Proceedings . (i) There is no person holding any claim of any nature against TeamStaff Rx or TeamStaff arising out of or in connection with the operation of the Business or the ownership of any of the Purchased Assets, (ii) No dispute exists which adversely affects, or may adversely affect, any of the Purchased Assets, or the Business, (iii) neither TeamStaff Rx nor TeamStaff has been, or is subject to, any past, pending or, to the knowledge of TeamStaff Rx or TeamStaff, threatened litigation, proceeding or administrative investigation with respect to the Business or the Purchased Assets, (iv) to the knowledge of TeamStaff Rx or TeamStaff, neither TeamStaff Rx nor TeamStaff has violated any federal, state or local law, statute, ordinance, rule, regulation, order or decree with respect to the Purchased Assets or the operation of the Business, and neither TeamStaff Rx nor TeamStaff has received any notice of any violation of any federal, state or local law, statute, ordinance, rule, regulation, order or decree with respect to the Purchased Assets or the operation of the Business.

(k) Licenses and Permits . Seller has all required licenses and permits necessary to conduct the Business. Seller has filed all registrations, reports and other documents required by local, state and federal authorities and regulating bodies in connection with the Business.

(l) Customer Contracts . Seller has delivered to Buyer a copy of each written instrument existing with respect to the contracts Seller has with its customers listed in Exhibit 1-A (“Customer Contracts”). With respect to each Customer Contract, (i) there are no amendments to any such Customer Contract except as provided to Buyer in writing, (ii) each Customer Contract is in full

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force and valid and enforceable in accordance with its terms, and (iii) neither Seller nor any other party thereto is in breach of or in default under any Customer Contract nor has any notice or claim with respect to any breach or default thereunder been given or with respect to any termination or threatened termination thereof.

(m) Seller’s Customers . Seller is not aware of any fact that would lead it to believe that the level of business received from any of Seller’s customers will adversely change in the next twelve months or that any customer of Seller intends to terminate its relationship with Seller.

(n) Financial Statements . Seller has previously furnished Buyer with financial statements of Seller for the monthly periods from October 2006 through September, 2007, which have been prepared in accordance with generally accepted accounting principles, and which fairly present the financial condition of the Seller as of the dates thereof; provided, however, that such financial statements are subject to normal-year end adjustments. As of September 30, 2007, and as of Closing, there shall have been no material adverse change to the financial condition of Seller and Seller is unaware of the occurrence of any event, pending or, to the knowledge of Seller, threatened, which might materially adversely affect the financial condition of Seller.

(o) Brokers . Seller has not retained any broker or finder with respect to the transactions contemplated by this Agreement. Seller has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which Buyer could become liable or obligated.

(p) Payment of Creditors . Seller has, and will maintain, sufficient assets to pay, and will pay, all amounts owing to its creditors when due.

(q) Employee Matters . Seller is not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. No employee of Seller is represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation is in progress. There is no pending or, to the knowledge of Seller, threatened labor dispute involving the Seller and any group of its employees nor has the Seller experienced any labor interruptions over the past three years and the Seller considers its relationship with its employees to be good. To the knowledge of Seller, Seller is in compliance with all applicable labor laws. Seller has not received any notice of any violation of any labor laws with respect to the Purchased Assets or the operation of the Business.

(r) Employee Benefits . All employee benefit plans, programs and policies (whether formal or informal, and whether maintained for the benefit of a single individual or more than one individual) maintained or contributed to by Seller for the benefit of any current or former employee of Seller or in which such employees are entitled to participate (the “Benefit Plans”) and the operation and administration thereof complies, and has, to the knowledge of Seller, at all times complied, in all material respects with the requirements of all applicable law, including without limitation the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Internal Revenue Code (the “Code”). (a) no Benefit Plan subject to Part 3 of Title I of ERISA has incurred any “accumulated funding deficiency” within the meaning of section 302 of ERISA or section 412 of the Code, (b) no liability has been incurred or is expected to be incurred under Title IV of ERISA to any party with respect to any Benefit Plan, or any other plan presently or heretofore maintained or contributed to by the Seller, any

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predecessor to the Seller or any entity that is or at any time was a member of a controlled group, as defined in Section 412(n) (6) (B) of the Code, which includes or included the Seller (“Controlled Group Member”), and no fact exists or event has occurred that would reasonably be expected to give rise to any such liability, (c) neither the Seller nor any Controlled Group Member has incurred any liability for any tax imposed under section 4971 through 4980B of the Code or civil liability under section 502(i) or (1) of ERISA, (d) the “amount of unfunded benefit liabilities” within the meaning of section 4001(a)(18) of ERISA does not exceed zero with respect to any Benefit Plan subject to Title IV of ERISA, (e) no Benefit Plan is a multi-employer plan within the meaning of section 3(37) of ERISA, (g) to the knowledge of Seller, no Benefit Plan provides health or death benefit coverage beyond the termination of an employee’s employment, except as required by Part 6 of Title I of ERISA or section 4980B of the Code, (f) no material “reportable event” (within the meaning of section 4043 of ERISA) has occurred with respect to any Benefit Plan or any plan maintained by a Controlled Group Member since the effective date of said section 4043, (g) no suit, actions or other litigation (excluding claims for benefits incurred in the ordinary course of plan activities) have been brought against or with respect to any Benefit Plan, and (h) all contributions to Benefit Plans that were required to be made under such Benefit Plans have been made as of the Closing Date, and all benefits accrued under any unfunded Benefit Plan will have been paid, accrued or otherwise adequately reserved in accordance with GAAP as of such date and the Seller will have