TRANSITION SERVICES AGREEMENT

Ex 2.3

TRANSITION SERVICES AGREEMENT

     This TRANSITION SERVICES AGREEMENT (the “Agreement”) is made this 31st day of March, 2004, by and between TALX Employer Services, LLC, a Missouri limited liability company (“TALX”), TALX Corporation, a Missouri Corporation, and Sheakley UniService, Inc., an Ohio corporation, and Sheakley Interactive Services, LLC, an Ohio limited liability company (collectively, “Sheakley”).

     WHEREAS, TALX Corporation, a Missouri corporation, which is the parent corporation of TALX, and Sheakley are parties to an Asset Purchase Agreement dated March 22, 2004 (the “Acquisition Agreement”); and

     WHEREAS, in order to enable TALX to operate the Businesses in an effective manner, Sheakley has agreed to provide certain services to TALX for the benefit of the clients of the Businesses on the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows.

1. SERVICES

1.1 Transition Services. During the term of this Agreement, Sheakley shall provide to TALX the services set forth in Schedule 1 attached hereto (individually, a “Transition Service” and, collectively, the “Transition Services”). Schedules 1 and 2 describe, on a service-by-service basis, the nature of the services to be provided, the specific standards applicable to such services, the applicable fees and the projected duration of such services. In addition, if TALX identifies after the Closing any services which are necessary or desirable with respect to the Businesses but which TALX did not acquire under the Acquisition Agreement and which are not included in the Transition Services on Schedule 1, and:

1.2 Limited Trademark License. Sheakley hereby grants to TALX a non-exclusive, non-transferable, limited license to use the trademarks, service marks, domain names and trade names and logos listed on Schedule A (the “Marks”) for a twelve (12) month period following the Closing, purposes of facilitating an efficient transition of the Businesses and to minimize disruption to customers or other third parties during the transition of the Businesses. No ownership in the Marks is transferred hereby and all such use of the Marks by TALX and all goodwill generated thereby will continue to inure to the benefit of Sheakley. TALX agrees to provide Sheakley with an update within 180 days following the Closing, which update shall

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provide details of the efforts undertaken by TALX to effect the transition with respect to the Marks in a timely manner. TALX shall not use the Marks in any advertising or marketing materials or otherwise for solicitation purposes, without the prior approval of Sheakley. All rights not specifically granted to TALX under this Agreement are reserved to Sheakley. Services related to this license of the Marks are described on Schedule 1, TSA # 21. Furthermore,

1.3 Service Levels. The Services shall be provided to TALX at commercially acceptable quality levels, which shall be substantially similar in scope, quality and nature to those provided to, or provided on behalf of, the Businesses prior to the date hereof and which shall in no event be lower than the levels at which such services were provided internally by Sheakley prior to the date hereof. Additionally, the Transition Services shall be subject to the performance requirements set forth on Schedules 1 through 3 with respect to particular services.

1.4 Employee Cooperation; Contact Point. Each party shall cause its employees to reasonably cooperate with employees of the other to the extent required for effective delivery of the Transition Services. In addition, each party shall name a point of contact who shall be responsible for the day-to-day implementation of this Agreement, including attempted resolution of any issues that may arise during the performance of any party’s obligations hereunder.

1.5 Third Party Services. Except to the extent that Sheakley has engaged services of independent contractors prior to the Effective Date, Sheakley shall not have the right to engage the services of independent contractors to deliver or assist Sheakley in the delivery of Services contemplated under this Agreement without the prior written consent of TALX. Sheakley will impose on any third parties the confidentiality obligations specified in this Agreement and will supervise the performance of such third parties to ensure that the Services meet the requirements of this Agreement.

1.6 Further Assurances. The parties shall cooperate after Closing in accordance with Section 10.6 of the Acquisition Agreement. Without limiting the generality of the foregoing, Sheakley shall take no action to terminate the powers of attorney in place at Closing without the prior written consent of TALX and Sheakley shall assist TALX with obtaining assignments or

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novations of the license agreements and Administrative Agreements which were transferred to TALX pursuant to the Acquisition Agreement.

1.7 Cash Received After Closing. Cash received by either of TALX or Sheakley after the Closing which should have been paid to the other party shall be transmitted to the correct recipient in accordance with Section 10.7 of the Acquisition Agreement.

1.8 Assignments of Sheakley Leases. After Closing, if TALX is able to verify that all equipment leased to Sheakley under an Administrative Agreement is on premises and in good operating condition, then TALX shall cooperate with Sheakley to effect the assignment of such Administrative Agreement.

2. PAYMENTS

2.1 Transition Services Pricing. The fees for the Transition Services are set forth on and a part of Schedules 1 through 3.

2.2 Columbus Co-tenancy; Credit to TALX. As provided on Schedule B, The parties agree that TALX shall permit six employees of Sheakley in Columbus, Ohio to utilize its equipment and facilities for as long as the parties are co-tenants at such facility. Sheakley agrees that it will make use of such co-tenancy in such a manner so as to not interfere with TALX’s ongoing business. Sheakley agrees to pay TALX $850.62 per month for such rights; this amount shall be offset against the fees for Transition Services which shall be invoiced and payable in accordance with this Section 2.

2.3 Invoicing and Payment. Within twenty (20) days following the end of each calendar month during the term hereof, Sheakley shall provide TALX a single invoice in form, format and media reasonably acceptable to TALX (an “Invoice”)