SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

				TeamStaff, Inc.
				By:				/s/ James D. Houston
								Name: James D. Houston Title: Vice President of Business and Legal Affairs/General Counsel Date: June 10, 2005

                            STOCK PURCHASE AGREEMENT



                                      among


                                 TEAMSTAFF, INC.


                                       and


                 THE SHAREHOLDERS OF RS STAFFING SERVICES, INC.


                                       and

                           RS STAFFING SERVICES, INC.















                            Dated as of May 26, 2005






                                TABLE OF CONTENTS
                                                                         Page(s)
                                                                         -------

1.       Definitions..........................................................1
2.       Purchase and Sale of RS Shares.......................................6
3.       Representations and Warranties Concerning the Transaction............9
4.       Representations and Warranties Concerning RS........................13
5.       Pre-Closing Covenants...............................................25
6.       Post-Closing Covenants..............................................26
7.       Conditions to Obligation to Close...................................27
8.       Survival and Indemnification........................................29
9.       Post-Closing Tax Matters; Other Matters; Tag Along Right............32
10.      Termination.........................................................34
11.      Dispute Resolution..................................................35
12.      Miscellaneous.......................................................36

Exhibits
- --------

Exhibit A         -Audited Financial Statements of RS for the fiscal years ended
                  December 31, 2004 and 2003

Exhibit B         -Unaudited Balance Sheet and Statement of Income of RS for the
                  four months ended April 30, 2005

Exhibit C         -Form of Seller's Release

Exhibit D         -Sellers Ownership Schedule

Exhibit E         -Form of TeamStaff Note

Exhibit F         -Form of Security Agreement

Exhibit G         -Form of Sellers Counsel Legal Opinion

Exhibit H         -Form of TeamStaff Counsel Legal Opinion

Exhibit I         -Form of Roger Staggs Employment Agreement

Exhibit J         -Form of E. Barry Durham Employment Agreement

Annexes
- -------
Annex I: Sellers Disclosure Schedule        Exceptions to the Sellers'
                                            Representations and Warranties

Annex II: TeamStaff Disclosure Schedule     Exceptions to Team Staff's
                                            Representations and Warranties

Annex III: RS Disclosure Schedule           Exceptions to RS' Representations
                                            and Warranties



                            STOCK PURCHASE AGREEMENT

         This Stock Purchase Agreement (this "Agreement") is entered into as of
May 26, 2005, by and among TeamStaff, Inc., a New Jersey corporation with its
address at 300 Atrium Drive, Somerset, New Jersey 08873 ("TeamStaff"), each of
the Sellers (as defined herein), and RS Staffing Services, Inc., a Georgia
corporation with its address at 533 Plaza Drive Road, Monroe, GA 30655 ("RS").
TeamStaff, RS and the Sellers are sometimes referred to herein individually as a
"Party" and collectively as the "Parties."

                                   WITNESSETH

         WHEREAS, the Sellers in the aggregate own all of the outstanding
capital stock of RS.

         WHEREAS, this Agreement contemplates a transaction in which TeamStaff
will purchase from the Sellers, and the Sellers will sell to TeamStaff, all of
the outstanding capital stock of RS in return for the Purchase Price (as such
term is defined herein).

         Now, therefore, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties,
and covenants herein contained, the Parties agree as follows.

     1.  Definitions As used herein, the following terms shall have the
         respective meanings set forth below:

         "Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

         "Affiliated Group" means any affiliated group within the meaning of
Code ss.1504(a).

         "Association" has the meaning set forth in Section 11(b) below.

         "Breaching Party" has the meaning in Section 10(b) below.

         "Business" means the existing and prospective contract staffing
business of RS and shall include RS' operations, facilities, assets, contractual
rights (including, but not limited to the Government Staffing Contracts),
financial condition, results of operations, finances, products, services,
competitive position, customers, personnel and good will.

         "Closing" has the meaning set forth in Section 2(c) below.

         "Closing Date" has the meaning set forth in Section 2(c) below.

         "Closing Date Financial Statements" has the meaning set forth in
Section 9(f) below.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "COBRA" means the requirements of Part 6 of Subtitle B of Title I of
ERISA and Code ss.4980B.

         "Commission" shall mean the United States Securities and Exchange
Commission.

         "Control Group" has the meaning set forth in Code ss.1563.

         "Current Accounts" means each client of RS who is receiving temporary
staffing services from RS as of the Closing Date.

         "Damages" means any loss, Liability, claim, damage and expense
(including, but not limited to, costs of investigation and defense and
reasonable attorneys', accountants', consultants' and

                                       1




experts' fees and expenses that would not have been expended but for the claimed
breach) whether or not involving a third party claim; provided, however, that
Damages shall be determined net of the sum of any amounts received under
insurance policies and any Tax benefits actually received (or reasonably
expected to be received) with respect to such Damages and, provided, further,
that Damages will not include any incidental or consequential Damages of any
kind.

         "Determining Auditor" means an accounting firm of national stature,
jointly selected by TeamStaff and the Sellers, that is not then employed by
TeamStaff (or any of its Affiliates) and that was not employed by TeamStaff or
RS (or any of their respective Affiliates) during the two-year period
immediately preceding the Closing; provided, however, that if the parties cannot
jointly agree upon the Determining Auditor, the Sellers and TeamStaff shall each
designate one accounting firm (which shall be of national stature but which may
be employed or have been employed by such Party or its Affiliates), and the two
accounting firms so designated shall jointly select a third accounting firm,
meeting the criteria set forth in the first four lines of this sentence, to
serve as the Determining Auditor.

         "Durham Employment Agreement" has the meaning set forth in Section
7(a)(vii) below.

         "Earnout Payment" shall have the meaning set forth in Section 2(e)
below.

         "Earnout Period" shall have the meaning set forth in Section 2(e)(ii)
below.

         "EBITDA" shall have the meaning set forth in Section 2(e)(ii) below.

         "Effective Date" shall have the meaning set forth in Section 2(c)
below.

         "Employee Benefit Plan" means any (a) nonqualified deferred
compensation or retirement plan or arrangement, (b) qualified defined
contribution retirement plan or arrangement which is an Employee Pension Benefit
Plan, (c) qualified defined benefit retirement plan or arrangement which is an
Employee Pension Benefit Plan (including any Multiemployer Plan), or (d)
Employee Welfare Benefit Plan or material fringe benefit or other retirement,
bonus, or incentive plan or program.

         "Employee Pension Benefit Plan" has the meaning set forth in ERISA
ss.3(2).

         "Employee Welfare Benefit Plan" has the meaning set forth in ERISA
ss.3(1).

         "Environmental, Health, and Safety Requirements" shall mean all
federal, state, local and foreign statutes, regulations, ordinances and other
provisions having the force or effect of law, all judicial and administrative
orders and determinations, all contractual obligations and all common law
concerning public health and safety, worker health and safety, and pollution or
protection of the environment, including without limitation all those relating
to the presence, use, production, generation, handling, transportation,
treatment, storage, disposal, distribution, labeling, testing, processing,
discharge, release, threatened release, control, or cleanup of any hazardous
materials, substances or wastes, chemical substances or mixtures, pesticides,
pollutants, contaminants, toxic chemicals, petroleum products or byproducts,
asbestos, polychlorinated biphenyls, noise or radiation, each as amended and as
now or hereafter in effect.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "Final Payment Date" means the date on which the TeamStaff Note shall
have been paid in full by TeamStaff and any Earnout Payment shall have been
finally determined and paid in full by TeamStaff.

                                       2


         "Financial Statement" has the meaning set forth in Section 4(g) below.

         "Financing" has the meaning set forth in Section 5(h) below.

         "GAAP" means United States generally accepted accounting principles as
in effect from time to time.

         "Government Staffing Contracts" means contracts whereunder RS provides
staffing services to certain governmental entities.

         "Indemnified Party" has the meaning set forth in Section 8(e) below.

         "Indemnifying Party" has the meaning set forth in Section 8(e) below.

         "Intellectual Property" means (a) all inventions (whether patentable or
unpatentable and whether or not reduced to practice), all improvements thereto,
and all patents, patent applications, and patent disclosures, together with all
reissuances, continuations, continuations-in-part, revisions, extensions, and
reexaminations thereof, (b) all trademarks, service marks, trade dress, logos,
trade names, and corporate names, together with all translations, adaptations,
derivations, and combinations thereof and including all goodwill associated
therewith, and all applications, registrations, and renewals in connection
therewith, (c) all copyrightable works, all copyrights, and all applications,
registrations, and renewals in connection therewith, (d) all mask works and all
applications, registrations, and renewals in connection therewith, (e) all trade
secrets and confidential business information (including ideas, research and
development, know-how, formulas, compositions, manufacturing and production
processes and techniques, technical data, designs, drawings, specifications,
customer and supplier lists, pricing and cost information, and business and
marketing plans and proposals), (f) all computer software (including data and
related documentation), (g) all other proprietary rights, and (h) all copies and
tangible embodiments thereof (in whatever form or medium).

         "Knowledge" means (i) with respect to RS or the Sellers, the actual
knowledge of Roger Staggs and E. Barry Durham, in each case after making a
reasonable inquiry as to the matters that are the subject of the statement, and
(ii) with respect to TeamStaff, the actual knowledge of its principal officers
and directors, in each case after making a reasonable inquiry as to the matters
that are the subject of the statement..

         "Liability" means any liability (whether known or unknown, whether
asserted or unasserted, whether absolute or contingent, whether accrued or
unaccrued, whether liquidated or unliquidated, and whether due or to become
due), including any liability for Taxes.

         "Material Adverse Effect" means: (x) a material adverse effect on the
financial condition, properties, assets, liabilities, business or results of
operations of a Party and its Subsidiaries (as applicable), taken as a whole,
excluding any such effect resulting from or arising in connection with (A)
changes or conditions generally affecting the contract staffing industry or (B)
changes or conditions generally affecting the U.S. economy or financial markets;
or (y) an effect that would prevent, materially delay or materially impair the
ability of the Party to consummate the transactions contemplated by this
Agreement.

         "Most Recent Balance Sheet" means the balance sheet contained within
the Most Recent Financial Statements.

                                       3


         "Most Recent Financial Statements" has the meaning set forth in Section
4(g) below.

         "Most Recent Fiscal Month End" has the meaning set forth in Section
4(g) below.

         "Most Recent Fiscal Year End" has the meaning set forth in Section 4(g)
below.

         "Multiemployer Plan" has the meaning set forth in ERISA ss.3(37).

         "Ordinary Course of Business" means the ordinary course of business
consistent with past custom and practice (including with respect to quantity and
frequency).

         "Party" and "Parties" have the meanings set forth in the preface above.

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "Person"" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department, agency, or political
subdivision thereof).

         "Prohibited Transaction" has the meaning set forth in ERISA ss.406 and
Code ss.4975.

         "Purchaser" has the meaning set forth in Section 9(g) below.

         "Purchase Price" has the meaning set forth in Section 2(b) below.

         "Qualifying Event" has the meaning set forth in Section 9(g) below..

         "RS EBITDA Statement" has the meaning set forth in Section 2(e)(iv)(A)
below.

         "RS Common Stock" means the Common Stock of RS, par value $.01 per
share.

         "RS Disclosure Schedule" has the meaning set forth in Section 4 below.

         "RS Lease Amendments" has the meaning in Section 5 (i) below.

         "RS Objection" has the meaning set forth in Section 2(e)(iv)(A) below.

         "RS Preferred Stock" means the Preferred Stock of RS, par value $.01
per share.

         "RS Share" means any share of RS Common Stock or RS Preferred Stock.

         "SEC Documents" has the meaning set forth in Section 3(b)(v) below.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         "Security Interest" means any mortgage, pledge, lien, encumbrance,
charge, or other security interest, other than (a) mechanic's, materialmen's,
and similar liens, (b) liens for Taxes not yet due and payable, (c) purchase
money liens and liens securing rental payments under capital lease arrangements,
and (d) other liens arising in the Ordinary Course of Business and not incurred
in connection with the borrowing of money.

         "Seller Release" has the meaning set forth in Section 3(a)(vii) below.

                                       4


         "Sellers" means the legal and beneficial owners of all of the issued
and outstanding RS Shares as set forth on the Sellers Ownership Schedule.

         "Sellers' Auditor" has the meaning set forth in Section 2(e)(iv)(B)
below.

         "Sellers Disclosure Schedule" has the meaning set forth in Section 3(a)
below.

         "Sellers Ownership Schedule" means the Sellers Ownership and Allocation
Schedule which is attached hereto as Exhibit D.

         "Staggs Employment Agreement" has the meaning set forth in Section
7(a)(vi) below.

         "Subsidiary" means any corporation with respect to which a specified
Person (or a Subsidiary thereof) owns a majority of the common stock or has the
power to vote or direct the voting of sufficient securities to elect a majority
of the directors.

         "Tag Along"

         "Tax" means any federal, state, local, or foreign income, gross
receipts, license, payroll, employment, excise, severance, stamp, occupation,
premium, windfall profits, environmental (including taxes under Code ss.59A),
customs duties, capital stock, franchise, profits, withholding, social security
(or similar), unemployment, disability, real property, personal property, sales,
use, transfer, registration, value added, alternative or add-on minimum,
estimated, or other tax of any kind whatsoever, including any interest, penalty,
or addition thereto, whether disputed or not.

         "Tax Return" means any return, declaration, report, claim for refund,
or information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.

         "TeamStaff" has the meaning set forth in the preamble hereof.

         "TeamStaff Auditor" has the meaning set forth in Section 2(e)(iv)(A)
below.

         "TeamStaff Common Stock" mean the Common Stock of TeamStaff, par value
$.001 per share.

         "TeamStaff Disclosure Schedule" has the meaning set forth in Section
3(b) below.

         "TeamStaff Note" means the promissory note of TeamStaff payable to the
Sellers in the aggregate principal amount of $3,000,000, in the form attached
hereto as Exhibit E. Such TeamStaff Note shall be subordinated to senior debt in
favor of PNC Bank, National Association, obtained by TeamStaff on terms and
conditions reasonably acceptable to the Sellers.

         "TeamStaff Security Agreement" means the security agreement in the form
attached hereto as Exhibit F executed by TeamStaff (A)securing the payment of
the TeamStaff Note to Sellers with (i) a second-priority security interest in
RS's accounts receivables and (ii) providing for an assignment by TeamStaff of
client agreements of the RS Business in an amount proportional, based upon
revenue and/or income generated by the client agreement to the amount of the
TeamStaff Note which remains unpaid and (B) providing for a royalty free use of
the Business Web based system.

         "Third Party Claim" has the meaning set forth in Section 8(e) below.

                                       5


     2.  Purchase and Sale of RS Shares

            (a) Basic Transaction On and subject to the terms and conditions of
this Agreement, TeamStaff agrees to purchase from each of the Sellers, and each
of the Sellers agrees to sell to TeamStaff, all of his or its RS Shares in
exchange for the Purchase Price (as described below). Upon completion of the
transaction provided for herein, TeamStaff shall be the owner of all of the
capital stock of RS in every form, including any convertible securities.

            (b) Purchase Price. In exchange for Seller's RS Shares TeamStaff
agrees to pay to and/or deliver to the Sellers at the Closing the following
consideration (collectively the "Purchase Price"): (i) a wire transfer of
immediately available federal funds in the amount of $3,250,000; (ii) the
TeamStaff Note; and (iii) such number of shares of TeamStaff Common Stock as
shall equal the sum of $1,750,000 divided by the per share price of $1.45 for an
aggregate of 1,206,896 shares of TeamStaff Common Stock. The Purchase Price will
also be deemed to include the Earnout as set forth in Section 2(e). The Purchase
Price shall be allocated among the Sellers as set forth on the Sellers Ownership
Schedule. For purposes of this Agreement, the Purchase Price shall mean the
total aggregate sum of $8,000,000, subject to increase by any Earnout Payment.
Effective as of the Closing, TeamStaff shall own all of the outstanding capital
stock of RS.

            (c) The Closing;Effective Date. The closing of the transactions
contemplated by this Agreement (the "Closing") shall take place by in hand
delivery of documents and/or facsimile or other means of electronic transmission
or at the offices of Goldstein & DiGioia LLP, 45 Broadway - 11th Floor, New
York, New York 10006, or such other location as the Parties may mutually
determine, commencing at 10:00 a.m. local time on June 8, 2005, subject to the
satisfaction or waiver of all conditions to the obligations of the Parties to
consummate the transactions contemplated hereby (other than conditions with
respect to actions the respective Parties will take at the Closing itself) or
such other date as the Parties may mutually determine (the "Closing Date"). The
transactions contemplated hereunder shall be deemed effective for accounting
purposes at 12:00 midnight on June 4, 2005 ("Effective Date").


            (d) Deliveries at the Closing. At the Closing, (i) the Sellers will
deliver to TeamStaff the various certificates, instruments, and documents
referred to in Section 7(a) below, (ii) TeamStaff will deliver to the Sellers
the various certificates, instruments, and documents referred to in Section 7(b)
below, (iii) each of the Sellers will deliver to TeamStaff stock certificates
representing all of his RS Shares, endorsed in blank or accompanied by duly
executed assignment documents, and (iv) TeamStaff will deliver to each of the
Sellers the Purchase Price in accordance with Section 2(b) above.

            (e) Earnout Payment. The Sellers shall be entitled to additional
consideration, payable by TeamStaff in cash to the Sellers in accordance with
the Sellers Ownership Schedule, as follows, which cash payment shall not exceed
the aggregate sum of $2,000,000 (the "Earnout Payment"):


                                       6

                 (i) From and after the Closing Date and until the Final Payment
Date, TeamStaff shall maintain a separate income statement for the Business and
operate the Business as a wholly-owned subsidiary of TeamStaff and shall not
sell its assets or capital stock, merge it with, consolidate its assets with or
otherwise combine it in any way with TeamStaff or any other business, subsidiary
or affiliate of TeamStaff or otherwise;

                 (ii) From the Closing Date until the date that is 12 months
following the Closing Date (the "Earnout Period"), TeamStaff agrees: (A) to
operate the Business in good faith; and (B) that, except upon prior consultation
(but nothing contained herein shall require prior approval) with the Sellers
regarding the proposed action, it shall not take any action or adopt any policy
that the President of RS has reasonably asserted (in advance of or promptly
following such action or adoption), in good faith and in writing, can reasonably
be expected to result (directly or indirectly) in a reduction of the earnings
before interest, taxes and depreciation ("EBITDA") of the Business for any
financial period during the Earnout Period.

                 (iii) Within 45 days after the end of the Earnout Period,
TeamStaff shall calculate the EBITDA of the Business as follows:

                    (A) EBITDA will be calculated in accordance with GAAP and
         otherwise in accordance with TeamStaff's accounting policies
         consistently applied;

                    (B) During the Earnout Period, any proposed arrangement
         whereby services will be provided by the Business to TeamStaff or its
         direct or indirect subsidiaries must be made on terms and conditions
         approved by at least one of the Sellers;

                    (C) EBITDA for the Earnout Period will be adjusted as
         follows (with deductions taken or additions made (as the case may be)
         only to the extent not previously taken or made in calculating EBITDA):

                    i. All reasonable charges by TeamStaff for services actually
             and directly provided or expenses actually incurred directly on
             behalf of the Business, including, without limitation, cash
             management, insurance, legal and accounting services, employee
             benefit administration, information technology resources and
             advertising, shall be deducted from EBITDA; provided, however, that
             such deductions will not exceed the amounts RS would have paid for
             such services if such services were obtained directly by RS;

                    ii. Six percent (6%) of any revenue derived by TeamStaff as
             a result of services provided to any third party where the
             establishment of TeamStaff's relationship with such third party was
             a direct or indirect result of



                                       7


             an existing relationship between such third party and RS or the
             Sellers will be added to EBITDA;

                    iii. Appropriate adjustments will be made to insure that
             there is no material or substantial upward or downward adjustment
             of income during any period due to the acceleration or deferral of
             income into a period other than that in which same should normally
             accrue or occur, or due to the acceleration of deferral of any
             losses, costs or expenses into any period other than that in which
             same would normally accrue or occur;

                    iv. the amount of any salary under the Durham Employment
             Agreements will be added to EBITDA, provided Durham does not accept
             or pays back to RS any such amounts paid or to have been paid to
             Durham under his Employment Agreement;

                    v. Any costs or expenses incurred by RS and related to any
             action taken to integrate the operational aspects of the Business,
             including, without limitation, cash management, insurance, legal
             and accounting services, employee benefit administration,
             information technology resources and advertising, with the business
             of Teamstaff will be added to EBITDA.

                    (D) the calculation of EDITDA shall not include any workers
         compensation insurance program refunds which may be obtained pursuant
         to Section 9(e) below.

                 (iv) the EBITDA of the Business shall be finally determined as
follows:

                    (A) The independent auditors of TeamStaff (the "TeamStaff
         Auditor"), at TeamStaff's expense, shall review the calculations of RS'
         EBITDA as provided in clause (iii) above, and shall deliver a written
         letter stating that they have reviewed such calculations and are in
         agreement with such EBITDA calculations (the "RS EBITDA Statement").
         TeamStaff shall provide the RS EBITDA Statement to Sellers as promptly
         as practicable. The Sellers shall have the right to contest the
         accuracy of the RS EBITDA Statement by joint written notice, which
         shall state, in reasonable detail, the Seller's objections and the
         basis or bases therefor (the "RS Objection"). Any such RS Objection
         must be received by TeamStaff no later than thirty (30) days after the
         date that the RS EBITDA Statement was delivered to Sellers.

                    (B) If the Sellers contest the accuracy of the RS EBITDA
         Statement, in accordance with the foregoing, the Sellers shall engage,
         within thirty (30) days after delivery of the RS Objection to
         TeamStaff, a firm of independent certified public accountants (the
         "Sellers' Auditor") to review those items being contested. In such
         review, the Sellers' Auditor shall be entitled to reasonable access to


                                       8


         the TeamStaff Auditor's work papers, and to meet with the TeamStaff
         Auditor to discuss those items in dispute. In addition, TeamStaff will
         cooperate fully in all reasonable requests made by the Sellers' Auditor
         for information or access relating to the determination of EBITDA. The
         Sellers' Auditor shall expeditiously complete its review and provide
         the Sellers and TeamStaff with a written statement of its conclusions
         and the basis or bases therefor in reasonable detail.

                    (C) No later than seventy-five (75) days following delivery
         of the RS Objection to TeamStaff, the Sellers shall advise TeamStaff in
         writing (containing reasonable detail) of their continuing objections
         to the RS EBITDA Statement, if any, and the basis or bases therefor.
         Any items remaining in dispute will be referred to the Determining
         Auditor for a determination, and the determination of the Determining
         Auditor shall be final, binding and conclusive and not subject to
         challenge by the Parties. The fees and expenses of the Determining
         Auditor shall be borne by the Party whose position is farthest, in
         gross dollars, from the amounts finally determined by the Determining
         Auditor with respect to the disputed items.

                 (v) The Earnout Payment shall be calculated as follows: for
every $1.00 of EBITDA of the Business for the Earnout Period over $1,800,000,
the Sellers shall be entitled to $4.00 up to a maximum of $2,000,000. For
example, if EBITDA of the Business is determined to be $2,300,000, the Earnout
Payment would be $2,000,000. The Earnout Payment, if any, shall be made by
TeamStaff by wire transfer of immediately available federal funds on or before
the thirtieth (30th) day following the final determination of EBITDA as provided
above.


     3.  Representations and Warranties Concerning the Transaction.

             (a) Representations and Warranties of the Sellers. Each of the
Sellers represents and warrants to TeamStaff that the statements contained in
this Section 3(a) are correct and complete as of the date of this Agreement and
will be correct and complete as of the Closing Date (as though made then and as
though the Closing Date were substituted for the date of this Agreement
throughout this Section 3(a)) with respect to himself, except as set forth on
Annex I hereto (the "Sellers Disclosure Schedule").

                 (i) Authorization of Transaction. The Seller has full power and
authority to execute and deliver this Agreement and to perform his obligations
hereunder. This Agreement constitutes the valid and legally binding obligation
of the Seller, enforceable in accordance with its terms and conditions, subject
to applicable bankruptcy, insolvency or other similar laws relating to or
affecting the enforcement of creditors' rights generally and to general
principles of equity (regardless of whether enforcement is at equity or at law).
The Seller need not give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or governmental agency in
order to consummate the transactions contemplated by this Agreement.


                                       9


                 (ii) Noncontravention. Neither the execution and the delivery
of this Agreement, nor the consummation of the transactions contemplated hereby,
will (A) violate or conflict with any applicable law, regulation or order of the
United States or any state or any agency or political subdivision thereof, or
any decree or order of any court or other governmental entity, or (B) result in
a violation or breach of, or constitute a default under, or permit acceleration
of, or give any other party the right to terminate, any material permit or
agreement to which Seller is a party or by which he is bound.

                 (iii) Brokers' Fees. Except as set forth in Section 3(a)(iii)
of the Sellers Disclosure Schedule, the 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 TeamStaff could become
liable or obligated. All fees and commissions which may be payable to Tucker
Midis & Associates shall be borne by the Sellers and not by RS.

                 (iv) Investment. The Seller (A) understands that the shares of
TeamStaff Common Stock being issued hereunder have not been, and will not be,
registered under the Securities Act, or under any state securities laws, and are
being offered and sold in reliance upon federal and state exemptions for
transactions not involving any public offering, (B) is acquiring the shares of
TeamStaff Common Stock being issued hereunder solely for his or its own account
for investment purposes, and not with a view to the distribution thereof, (C) is
a sophisticated investor with knowledge and experience in business and financial
matters, (D) has received certain information concerning TeamStaff, including
without limitation, the SEC Documents, and has had the opportunity to obtain
additional information as desired in order to evaluate the merits and the risks
inherent in holding shares of TeamStaff Common Stock, (E) is able to bear the
economic risk and lack of liquidity inherent in holding Shares of TeamStaff
Common Stock and (F) understands that the shares of TeamStaff Common Stock
issued hereunder may be sold only in accordance with Rule 144 as promulgated by
the Commission or other exemptions from registration under the Securities Act.

                 (v) RS Shares. The Seller holds of record and owns beneficially
the number of RS Shares set forth next to his name in Section 4(b) of the RS
Disclosure Schedule, free and clear of any restrictions on transfer (other than
any restrictions under the Securities Act and state securities laws), Taxes or
Security Interests. The Seller is not a party to any option, warrant, purchase
right, or other contract or commitment that could require the Seller to sell,
transfer, or otherwise dispose of any capital stock of RS (other than this
Agreement or any agreements or documents executed and/or delivered herewith).
The Seller is not a party to any voting trust, proxy, or other agreement or
understanding with respect to the voting of any capital stock of RS.

                 (vi) Release of Sellers Claims against RS. At Closing, Seller
will provide a full release of RS from any and all claims that it may have,
known or unknown, related to the business of RS and his respective ownership of
RS Shares (other than any claims that may arise under this Agreement) by
delivery to TeamStaff of a release in the form attached hereto as Exhibit C (the
"Seller Release").


                                       10


             (b) Representations and Warranties of TeamStaff. TeamStaff
represents and warrants to the Sellers that the statements contained in this
Section 3(b) are correct and complete as of the date of this Agreement and will
be correct and complete as of the Closing Date (as though made then and as
though the Closing Date were substituted for the date of this Agreement
throughout this Section 3(b)), except as set forth on Annex II attached hereto
(the "TeamStaff Disclosure Schedule").

                 (i) Organization of TeamStaff. TeamStaff is a corporation duly
organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.

                 (ii) Authorization of Transaction. TeamStaff has full power and
authority (including full corporate power and authority) to execute and deliver
this Agreement and to perform its obligations hereunder. This Agreement
constitutes the valid and legally binding obligation of TeamStaff, enforceable
in accordance with its terms and conditions. TeamStaff need not give any notice
to, make any filing with, or obtain any authorization, consent, or approval of
any government or governmental agency in order to consummate the transactions
contemplated by this Agreement.

                 (iii) Noncontravention. Neither the execution and the delivery
of this Agreement, nor the consummation of the transactions contemplated hereby,
will (A) violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which TeamStaff is subject or any provision of
its charter or bylaws or (B) conflict with, result in a breach of, constitute a
default under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice or consent of a
third party under any agreement, contract, lease, license, instrument, or other
arrangement to which TeamStaff is a party or by which it is bound or to which
any of its assets are subject.

                 (iv) Capitalization; Shares Issued. The authorized capital
stock of TeamStaff consists solely of 40,000,000 shares of TeamStaff Common
Stock, of which, as of the date hereof, 18,106,229 shares are issued and
outstanding, and 5,000,000 Shares of preferred stock, none of which are issued
or outstanding. All the issued and outstanding shares of TeamStaff Common Stock
are validly issued, fully paid and nonassesable and have been issued and sold in
full compliance with all applicable federal and state securities laws. The
shares of TeamStaff Common Stock to be issued to Seller pursuant to Section
2(b), when delivered in accordance with this Agreement, shall be duly
authorized, validly issued, fully paid and nonassessable. The issuance of such
shares of TeamStaff Common Stock in connection with this Agreement will be
exempt from registration under the Securities Act of 1933 and applicable state
securities laws and will be otherwise in full compliance with such federal and
state securities laws. The shares of TeamStaff Common Stock to be issued to the
Sellers pursuant to Section 2(b) are restricted securities under Rule 144 of the
Securities Act of 1933 and shall bear an appropriate legend as such. Upon
termination of the two year restricted period under Rule 144 of the Securities
Act of 1933, the holder thereof shall


                                       11

be entitled to receive from Team Staff, at TeamStaff's expense, new certificates
representing such shares, without restrictive legend.

                 (v) SEC Filings and Financial Statements. TeamStaff has filed
or will file with the Commission all required reports, schedules, forms, proxy,
registration and other statements and other documents since October 1, 2000,
(collectively, the "SEC Documents"). The SEC Documents comply, and, as of their
respective filing dates, complied with the requirements of the Securities Act,
or the Securities Exchange Act, as the case may be, and the rules and
regulations of the Commission promulgated thereunder applicable to the SEC
Documents. None of the SEC Documents contain or contained any untrue statement
of a material fact or omitted to state a material fact required to be stated
therein, in light of the circumstances under which they were made, required to
make such Sec Documents not misleading, except to the extent such statements
have been modified or superseded by a later SEC Document filed and publicly
available prior to the Closing Date, the circumstances or bases for which
modifications or supersessions have not and will not, individually or in the
aggregate, result in any liability or obligation of TeamStaff under the
Securities Act, the Securities Exchange Act or the rules promulgated under the
Securities Act or the Securities Exchange Act. The consolidated financial
statements of TeamStaff and its subsidiaries included in the SEC Documents (as
amended or supplemented by any later filed SEC Document) have been prepared in
accordance with GAAP (except, in the case of unaudited statements, as permitted
by the rules of the Commission) applied on a consistent basis during the periods
involved (except as may be indicated in notes thereto) and fairly present the
financial position, assets and liabilities of TeamStaff and its subsidiaries as
of the dates thereof and the consolidated results of their operations and cash
flows for the periods then ended (subject, in the case of unaudited statements,
to normal year-end audit adjustments).

                 (vi) Trading on Nasdaq. TeamStaff Common Stock is authorized
for quotation on the Nasdaq National Market and the trading in TeamStaff Common
Stock on Nasdaq has not been suspended. TeamStaff has received no notice of
de-listing of the TeamStaff Common Stock from the Nasdaq National Market and is
not aware of any facts or circumstances, that could, currently or with the
passage of time, lead to de-listing of TeamStaff Common Stock from the Nasdaq
National Market. TeamStaff is in full compliance with all rules and regulations
governing it by virtue of the quotation of its Common Stock on the Nasdaq
National Market.

                 (vii) Brokers' Fees. TeamStaff 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 any Seller could
become liable or obligated.

                 (viii) Investment. TeamStaff is not acquiring RS Shares with a
view to or for sale in connection with any distribution thereof within the
meaning of the Securities Act.


                 (ix) No Code ss.338 Election. Neither TeamStaff nor any of its
Affiliates will make any election under Code ss.338 with respect to the
transactions contemplated by this Agreement.


                                       12


                 (x) Disclosure. The representations and warranties contained in
this Section 3(b) do not contain any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements and
information contained in this Section 3(b) not misleading.

     4.  Representations and Warranties Concerning RS . RS and the Sellers
jointly and severally represent and warrant to TeamStaff that the statements
contained in this Section 4 are correct and complete as of the date of this
Agreement and will be correct and complete as of the Closing Date (as though
made then and as though the Closing Date were substituted for the date of this
Agreement throughout this Section 4), except as set forth on Annex III hereto
(the "RS Disclosure Schedule").

             (a) Organization, Qualification, and Corporate Power. RS is a
corporation duly organized, validly existing, and in good standing under the
laws of the jurisdiction of its incorporation. RS is duly authorized to conduct
business and is in good standing under the laws of each jurisdiction where such
qualification is required, except where the failure to so qualify would not have
a Material Adverse Effect upon RS. RS has full corporate power and authority and
all licenses, permits, and authorizations necessary to carry on its Business,
except where the failure to maintain or obtain such license, permit or
authorization will not have a Material Adverse Effect upon RS, and to use the
properties used by it. Section 4(a) of the RS Disclosure Schedule lists the
directors and officers of RS. RS has delivered to TeamStaff correct and complete
copies of the charter and bylaws of RS (as amended to date). The minute books
(containing the records of meetings of the stockholders, the board of directors,
and any committees of the board of directors), the stock certificate books, and
the stock record books of RS are correct and complete in all material respects.
RS is not in default under or in violation of any provision of its charter or
bylaws.

             (b) Capitalization. The entire authorized capital stock of RS
consists of 500 shares of Common Stock, of which 500 shares of Common Stock and
no shares of Preferred Stock are issued and outstanding (collectively referred
to as the "RS Shares") All of the issued and outstanding RS Shares have been
duly authorized, are validly issued, fully paid, and nonassessable, and are held
of record by the respective Sellers as set forth in ss.4(b) of the Disclosure
Schedule. There are no outstanding or authorized options, warrants, purchase
rights, subscription rights, conversion rights, exchange rights, or other
contracts or commitments that could require RS to issue, sell, or otherwise
cause to become outstanding any of its capital stock. There are no outstanding
or authorized stock appreciation, phantom stock, profit participation, or
similar rights with respect to RS. Except as set forth in Section 4(b) of the RS
Disclosure Schedule, there are no voting trusts, proxies, or other agreements or
understandings with respect to the voting of RS Shares.

             (c) Noncontravention. Neither the execution and the delivery of
this Agreement, nor the consummation of the transactions contemplated hereby,
will (A) violate or conflict with (i) any law, regulation or order of the United
States or any state or any agency or political subdivision thereof; (ii) any
term or provision of RS's charter or bylaws; or (iii) any decree or order of any
court or other governmental entity, or (B) result in a violation or breach of,
or


                                       13


constitute a default under, or permit acceleration of, or give any other party
the right to terminate any material permit or cancel an agreement to which RS is
a party or by which it is bound.

             (d) Brokers' Fees. Except as set forth in Section 4(d) of the RS
Disclosure Schedule, RS does not have any Liability or obligation to pay any
fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement.

             (e) Title to Assets. RS has good and marketable title to, or a
valid leasehold interest in, the properties and assets used by it in the conduct
of its Business, including the properties and assets shown on the Most Recent
Balance Sheet or acquired after the date thereof, free and clear of all Security
Interests, except for properties and assets disposed of in the Ordinary Course
of Business since the date of the Most Recent Balance Sheet and except for such
imperfections of title and encumbrances, if any, as do not materially detract
from the value or interfere with the use of the properties subject thereto or
affected thereby or otherwise materially impair the Business.

             (f) Subsidiaries. RS has no Subsidiaries, is not part of a Control
Group and has not been part of a Control Group at any time since the date of its
formation.

             (g) Financial Statements. Attached hereto as Exhibits A and B are
the following financial statements (collectively the "Financial Statements"):
(i) the audited balance sheets and statements of income, changes in
stockholders' equity, and cash flow as of and for the fiscal years ended
December 30, 2004 (the "Most Recent Fiscal Year End") and December 31, 2003 for
RS; and (ii) unaudited balance sheet and statement of income, changes in
stockholders' equity, and cash flow (the "Most Recent Financial Statements") as
of and for the four (4) months ended April 30, 2005 (the "Most Recent Fiscal
Month End") for RS. The Financial Statements are accurate and complete in all
material respects and prepared by Sellers in accordance with GAAP consistently
applied from year to year; provided, however, that the Most Recent Financial
Statements are subject to normal year-end adjustments and lack footnotes and
other presentation items.

             (h) Events Subsequent to Most Recent Fiscal Year End. Since the
Most Recent Fiscal Year End, there has been no change in the Business that
would, singly or in the aggregate, constitute or have a Material Adverse Effect
on the Business. Without limiting the generality of the foregoing, since that
date:

                 (i) Other than for the provision of services, RS has not
entered into any agreement, contract, lease, or license (or series of related
agreements, contracts, leases, and licenses) involving more than $50,000.

                 (ii) no party (including RS) has accelerated, terminated,
modified, or cancelled any agreement, contract, lease, or license (or series of
related agreements, contracts, leases, and licenses) involving more than $50,000
to which RS is a party or by which it is bound, other than for services;

                                       14


                 (iii) RS has not imposed any Security Interest upon any of its
assets, tangible or intangible;

                 (iv) RS has not made any capital expenditure (or series of
related capital expenditures) involving more than $50,000;

                 (v) RS has not made any capital investment in, any loan to, or
any acquisition of the securities or assets of, any other Person (or series of
related capital investments, loans, and acquisitions) involving more than
$50,000;

                 (vi) RS has not issued any note, bond, or other debt security
or created, incurred, assumed, or guaranteed any indebtedness for borrowed money
or capitalized lease obligation involving more than $50,000 singly or $100,000
in the aggregate;

                 (vii) RS has not delayed or postponed the payment of accounts
payable and other Liabilities outside the Ordinary Course of Business;

                 (viii) RS has not cancelled, compromised, waived, or released
any right or claim (or series of related rights and claims) involving more than
$25,000;

                 (ix) RS has not granted any license or sublicense of any rights
under or with respect to any Intellectual Property;

                 (x) Other than as set forth in Section 4(h) on the RS
Disclosure Statement, RS has not declared, set aside, or paid any dividend or
made any distribution with respect to its capital stock (whether in cash or in
kind) or redeemed, purchased, or acquired any of its capital stock;

                 (xi) RS has not made any loan or advance to, or entered into
any other similar transaction with, any of its directors, officers, and
employees and has not waived collection of or forgiven any loan or advance;

                 (xii) RS has not entered into any employment contract or
collective bargaining agreement, written or oral, or modified the terms of any
existing such contract or agreement;

                 (xiii) RS has not granted any increase in the base compensation
of any of its directors, officers, and employees;

                 (xiv) RS has not adopted, amended, modified, or terminated any
bonus, profit-sharing, incentive, severance, or other plan, contract, or
commitment for the benefit of any of its directors, officers, and employees (or
taken any such action with respect to any other Employee Benefit Plan); and


                                       15


                 (xv) RS has not committed to any of the foregoing.

             (i) Undisclosed Liabilities. RS has no Liability and has no
Knowledge of any present or future action, suit, proceeding, hearing,
investigation, charge, complaint, claim, or demand against it giving rise to any
Liability which may exceed $50,000 individually or $100,000 in the aggregate,
except for (i) Liabilities set forth in the Most Recent Balance Sheet and (ii)
Liabilities which have arisen after the Most Recent Fiscal Month End in the
Ordinary Course of Business which do not exceed, or are not expected to exceed,
$50,000 individually or $100,000 in the aggregate.

             (j) Legal Compliance.

                 (i) RS has maintained all permits in connection with the
operation of its Business in such jurisdictions where such permits may be
required, except where the failure to maintain would not have a Material Adverse
Effect on RS. RS has a permit or license in the states set forth in Schedule
4(j) of the RS Disclosure Schedule. RS is in compliance in all material respects
with all federal, state, local and foreign laws, ordinances codes, regulations,
orders, requirements, standards and procedures which are applicable to its
Business including all minimum wage, fair employment, disability benefit, health
and all other employee related laws.

                 (ii) RS has not, since its incorporation, entered into a
Memorandum of Understanding, Consent Decree or similar instrument with any
governmental agency or has been the subject of any investigation or legal
proceeding, which could have a Material Adverse Effect on its Business.

                 (iii) Neither RS nor to RS's Knowledge, any of its respective
officers, directors, employees or agents, has directly or indirectly: (a)
offered or paid any amount to, or made any financial arrangement with, any of
the Current Accounts in order to promote business from such Current Accounts,
other than standard pricing or discount arrangements consistent with proper
business practices; (b) given, or agreed to give, or is aware that there has
been made, or that there is an agreement to make, any gift or gratuitous payment
of any kind, nature or description (whether in money, property or services) to
any Current Account or supplier, source of financing, landlord, sub-tenant,
licensee or anyone else where the giving of such gift or making of such
gratuitous payment would be illegal under the laws of the United States, any
state thereof or any other jurisdiction (foreign or domestic); or (c) made, or
has agreed to make, any payments to any person with the intention or
understanding that any part of such payment was to be used directly or
indirectly for any purpose other than that reflected in the documents supporting
the payments.

             (k) Tax Matters

                 (i) RS has filed all Tax Returns that it was required to file
except in the jurisdictions set forth in Schedule 4(k) where RS has timely filed
an extension of time. All such Tax Returns were correct and complete in all
respects when filed. All Taxes owed by RS (whether or not shown on any Tax
Return) have been paid. No written claim has ever been made by an authority in a
jurisdiction where any of RS does not file Tax Returns that it is or may be
subject to taxation by

                                       16


that jurisdiction. There are no Security Interests on any of the assets of any
of RS that arose in connection with any failure (or alleged failure) to pay any
Tax.

                 (ii) RS has withheld and paid all Taxes required to have been
withheld and paid in connection with amounts paid or owing to any employee,
independent contractor, creditor, stockholder, or other third party, subject to
the withholding instructions of such employee, independent contractor, creditor,
stockholder or other third party.

                 (iii) Neither RS nor any Seller of RS has knowledge that any
authority intends to assess any additional Taxes for any period for which Tax
Returns have been filed. There is no dispute or claim concerning any Tax
Liability of any of RS either (A) claimed or raised by any authority in writing
or (B) as to which any of Sellers of RS has Knowledge based upon personal
contact with any agent of such authority. RS has made available to TeamStaff
copies of all federal, state, local, and foreign income Tax Returns filed with
respect to RS for taxable periods ended on or after January 1, 2002, and
Schedule 4(k) of the RS Disclosure Schedule indicates those Tax Returns that
have been audited, and indicates those Tax Returns that currently are the
subject of audit. RS has delivered to TeamStaff correct and complete copies of
all federal income Tax Returns, examination reports, and statements of
deficiencies assessed against or agreed to by RS since January 1, 2002.

                 (iv) RS has not waived any statute of limitations in respect of
Taxes or agreed to any extension of time with respect to a Tax assessment or
deficiency.

                 (v) RS has not filed a consent under Code ss.341(f) concerning
collapsible corporations. RS has not made any payments, is not obligated to make
any payments, and is not a party to any agreement that under certain
circumstances could obligate it to make any payments that will not be deductible
under Code ss.280G. RS has not been a United States real property holding
corporation within the meaning of Code ss.897(c)(2) during the applicable period
specified in Code ss.897(c)(1)(A)(ii). RS is not a party to any Tax allocation
or sharing agreement. RS (A) is not and has not been, a member of an Affiliated
Group filing a consolidated federal income Tax Return and (B) has no Liability
for the Taxes of any Person under Reg. ss.1.1502-6 (or any similar provision of
state, local, or foreign law), as a transferee or successor, by contract, or
otherwise.

                 (vi) The unpaid Taxes of RS (A) did not, as of the Most Recent
Fiscal Month End, exceed the reserve for Tax Liability (rather than any reserve
for deferred Taxes established to reflect timing differences between book and
Tax income) set forth on the face of the Most Recent Balance Sheet (rather than
in any notes thereto) and (B) do not exceed that reserve as adjusted for the
passage of time through the Closing Date in accordance with the past custom and
practice of RS in filing its Tax Returns.


                                       17


             (l) Real Property

                 (i) Section 4(l)(i) of the RS Disclosure Schedule lists and
describes briefly all real property leaseholds in which RS has an interest. RS
does not own any real property. With respect to each lease or sublease set forth
on Section 4(l)(i) of the RS Disclosure Schedule:

                    (A) assuming due authorization, execution and delivery
         thereof by parties other than RS, the lease or sublease is legal,
         valid, binding, enforceable, and in full force and effect, subject to
         bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
         and similar laws of general applicability relating to or affecting
         creditors' rights and to general equity principles;

                    (B) assuming due authorization, execution and delivery
         thereof by parties other than RS, the lease or sublease will continue
         to be legal, valid, binding, enforceable, and in full force and effect
         on identical terms following the consummation of the transactions
         contemplated hereby, subject to bankruptcy, insolvency, fraudulent
         transfer, reorganization, moratorium and similar laws of general
         applicability relating to or affecting creditors' rights and to general
         equity principles;

                    (C) RS is not in breach or default, and no event has
         occurred which to RS' Knowledge, with notice or lapse of time, would
         constitute a breach or default or permit termination, modification, or
         acceleration thereunder and has paid all amounts required to be paid
         under all leases or subleases;

                    (D) to RS' Knowledge, no other party to such lease or
         sublease is in breach or default, and no event has occurred which to
         RS' Knowledge, with notice or lapse of time, would constitute a breach
         or default;

                    (E) to RS' Knowledge, no party to the lease or sublease has
         repudiated any provision thereof;

                    (F) to RS' Knowledge, there are no disputes, oral
         agreements, or forbearance programs in effect as to the lease or
         sublease;

                    (G) with respect to each sublease, to the Knowledge of RS,
         the representations and warranties set forth in subsections (A) through
         (E) above are true and correct with respect to the underlying lease;
         and

                    (H) RS has not assigned, transferred, conveyed, mortgaged,
         deeded in trust, or encumbered any interest in the leasehold or
         subleasehold.

             (m) Intellectual Property

                                       18


                 (i) RS owns or has the right to use pursuant to license,
sublicense, agreement, or permission all Intellectual Property necessary for the
operation of the Business as presently conducted. Each item of Intellectual
Property owned or used by RS immediately prior to the Closing hereunder will be
owned or available for use by RS on identical terms and conditions immediately
subsequent to the Closing hereunder.

                 (ii) RS has not, to its Knowledge, interfered with, infringed
upon, misappropriated, or otherwise come into conflict with any Intellectual
Property rights of third parties.

                 (iii) Section 4(m)(iii) of the RS Disclosure Schedule
identifies each patent or registration which has been issued to RS with respect
to any of its Intellectual Property, identifies each pending patent application
or application for registration which RS has made with respect to any of its
Intellectual Property, and identifies each license, agreement, or other
permission which RS has granted to any third party with respect to any of its
Intellectual Property (together with any exceptions). RS has delivered to
TeamStaff correct and complete copies of all such patents, registrations,
applications, licenses, agreements, and permissions (as amended to date) and has
made available to TeamStaff correct and complete copies of all other written
documentation evidencing ownership and prosecution (if applicable) of each such
item. Section 4(m)(iii) of the RS Disclosure Schedule also identifies each trade
name or unregistered trademark used by RS in connection with its Business.

                 (iv) Section 4(m)(iv) of the RS Disclosure Schedule identifies
each item of Intellectual Property that any third party owns and that RS uses
pursuant to license, sublicense, agreement, or permission. RS has delivered to
TeamStaff correct and complete copies of all such licenses, sublicenses,
agreements, and permissions (as amended to date). With respect to each material
item of Intellectual Property required to be identified in Section 4(m)(iv) of
the RS Disclosure Schedule:

                    (A) to RS' Knowledge, the license, sublicense, agreement, or
         permission covering the item is legal, valid, binding, enforceable, and
         in full force and effect subject to bankruptcy, insolvency, fraudulent
         transfer, reorganization, moratorium and similar laws of general
         applicability relating to or affecting creditors' rights and to general
         equity principles;

                    (B) the license, sublicense, agreement, or permission will
         continue to be legal, valid, binding, enforceable, and in full force
         and effect on identical terms following the consummation of the
         transactions contemplated hereby subject to bankruptcy, insolvency,
         fraudulent transfer, reorganization, moratorium and similar laws of
         general applicability relating to or affecting creditors' rights and to
         general equity principles;

                    (C) to RS' Knowledge, no party to the license, sublicense,
         agreement, or permission is in breach or default, and no event has
         occurred which with

                                       19


         notice or lapse of time would constitute a breach or default or permit
         termination, modification, or acceleration thereunder;

                    (D) to RS' Knowledge, no party to the license, sublicense,
         agreement, or permission has repudiated any provision thereof;

                    (E) with respect to each sublicense, to RS's Knowledge, the
         representations and warranties set forth in subsections (A) through(D)
         above are true and correct with respect to the underlying license;

             (n) Contracts. Section 4(n) of the Disclosure Schedule lists the
following contracts and other agreements to which RS is a party:

                 (i) any agreement (or group of related agreements) for the
lease of personal property to or from any Person providing for lease payments in
excess of $25,000 per annum;

                 (ii) any agreement (or group of related agreements) for the
furnishing or receipt of services, the performance of which will extend over a
period of more than one year, result in a material loss to RS, or involve
consideration in excess of $25,000;

                 (iii) any agreement concerning a partnership or joint venture;

                 (iv) any agreement (or group of related agreements) under which
it has created, incurred, assumed, or guaranteed any indebtedness for borrowed
money, or any capitalized lease obligation, in excess of $25,000 or under which
it has imposed a Security Interest on any of its assets, tangible or intangible;

                 (v) any agreement concerning confidentiality or noncompetition;

                 (vi) any agreement with any of the Sellers or any Affiliate of
the Sellers;

                 (vii) any profit sharing, stock option, stock purchase, stock
appreciation, deferred compensation, severance, or other material plan or
arrangement for the benefit of its current or former directors, officers, and
employees;

                 (viii) any collective bargaining agreement;

                 (ix) any agreement for the employment of any individual on a
full-time, part-time, consulting, or other basis providing annual compensation
in excess of $50,000 or providing severance benefits;

                                       20


                 (x) any agreement under which it has advanced or loaned any
amount to any of its directors, officers, and employees;

                 (xi) any agreement under which the consequences of a default or
termination could have a Material Adverse Effect on the Business;

                 (xii) all agreements for the provision of services to Current
Accounts and

                 (xiii) any other agreement (or group of related agreements)
other than for services the performance of which involves consideration in
excess of $50,000.

RS has made available to TeamStaff a true and correct copy of all agreements
listed in Section 4(n) of the RS Disclosure Schedule; provided, however, that,
with respect to the Government Staffing Contracts, all work orders related
thereto have been summarized and such summary provided to TeamStaff, which such
summary is true and correct in all material respects. With respect to each such
agreement, assuming due authorization, execution and delivery thereof by parties
to such agreements other than RS: (A) the agreement is legal, valid, binding,
enforceable, and in full force and effect, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles; (B) the agreement will continue to be legal, valid, binding,
enforceable, and in full force and effect on identical terms following the
consummation of the transactions contemplated hereby, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles; (C) RS is not in breach or default, and no event has occurred
which with notice or lapse of time would constitute a breach or default, or
permit termination, modification, or acceleration, under the agreement; (D) to
RS' Knowledge any other party to such agreement is not in breach or default, and
no event has occurred which with notice or lapse of time would constitute a
breach or default; and (E) no party has repudiated any provision of the
agreement. Notwithstanding any representations and warranties contained in this
Section 4(n), the Parties agree and acknowledge that any Government Staffing
Contract may be modified and/or terminated at any time by the governmental
entity party thereto, with or without reason and with or without prior notice,
in accordance with the provisions of such Government Staffing Contract.

             (o) Powers of Attorney There are no outstanding powers of attorney
executed on behalf of RS.

             (p) Insurance

         (i) Section 4(p) of the Disclosure Schedule sets forth all insurance
policies providing property, casualty, general, liability, directors and
officers insurance and workers' compensation coverage and bond and surety
arrangements to which RS is a party, a named insured, or otherwise the
beneficiary of coverage as of the Closing Date. With respect to each such
insurance policy, assuming


                                       21


due authorization, execution and delivery thereof by parties to such policies
other than RS: (A) the policy is legal, valid, binding, enforceable, and in full
force and effect, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles; (B) the policy
will continue to be legal, valid, binding, enforceable, and in full force and
effect on identical terms following the consummation of the transactions
contemplated hereby, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles; (C) RS is not
in breach or default (including with respect to the payment of premiums or the
giving of notices), and no event has occurred which, with notice or the lapse of
time, would constitute such a breach or default, or permit termination,
modification, or acceleration, under the policy; (D) to RS' Knowledge any other
party to such policy is not in breach or default, and no event has occurred
which with notice or lapse of time would constitute a breach or default; and (E)
no insurance carrier has repudiated any provision thereof. Since January 1,
2001, RS has maintained and been covered by insurance in scope and amount
customary and reasonable for its Business, including for workers' compensation.
Schedule 4(p) of the RS Disclosure Schedule describes any self-insurance
arrangements affecting RS.

         (ii) RS has continuously maintained in effect since the commencement of
its business, without lapse or suspension, insurance policies which have
provided its employees with workmen's compensation insurance or similar
occupational accident coverage insurance.

         (iii) To RS's Knowledge, all claims of any kind or nature accrued or
made by RS's employees or others as of the Closing Date which could have a
Material Adverse Effect upon the financial condition or operations of RS are
fully insured under policies of workers' compensation and employee related
insurance (except for applicable deductibles) which have been maintained by RS
as indicated in Section 4(p) of the RS Disclosure Schedule.

         (iv) RS has never maintained any loss sensitive insurance program,
including, without limitation, any retrospectively rated or minimum premium or
self-insured insurance programs.











                                       22


             (q) Litigation. Section 4(q) of the RS Disclosure Schedule sets
forth each instance in which RS (i) is subject to any outstanding injunction,
judgment, order, decree, ruling, or charge or (ii) is a party or, to RS's
Knowledge, is threatened to be made a party to any action, suit, proceeding,
hearing, or investigation of, in, or before any court or quasi-judicial or
administrative agency of any federal, state, local, or foreign jurisdiction or
before any arbitrator. None of the actions, suits, proceedings, hearings, and
investigations set forth in Section 4(q) of the RS Disclosure Schedule could
result in any Material Adverse Effect on the Business. Neither the Sellers nor
RS have any reason to believe that any such action, suit, proceeding, hearing,
or investigation may be brought or threatened against RS.

             (r) Employees. RS is a not a party to or bound by any collective
bargaining agreement, nor has it experienced any strikes, grievances, claims of
unfair labor practices, or other collective bargaining disputes. To RS's
Knowledge, RS has not committed an unfair labor practice which would have a
Material Adverse Effect on RS. Except as disclosed in the Most Recent Financial
Statements, there are no accrued vacation obligations to employees.

             (s) Employee Benefits. (i) Section 4(s) of the RS Disclosure
Schedules lists each Employee Benefit Plan currently maintained or sponsored by
RS. Except as set forth in Section 4(s) of the Disclosure Schedule, neither RS
nor any Affiliate (as defined below for purposes of this Section 4(s) only) has
at any time established, maintained, sponsored or made any contributions to any
Multi-Employer Plan. Each of the Employee Benefit Plans providing health
benefits has at all times been operated in material compliance with the
applicable health care continuation provisions of ERISA, the Code, COBRA and
applicable state health care continuation laws. For purposes of this Section
4(s), the term "Affiliate" shall include all persons under common control with
RS within the meaning of Sections 4001(a)(14) or (b)(1) of ERISA or any
regulation promulgated thereunder, or Sections 414(b), (c) or (m) of the Code,
as amended, or any regulations promulgated thereunder.

             (ii) Neither RS or any member of a Control Group of which is it a
member maintains or contributes to any Employee Benefit Plan other than those
listed on Section 4(s) of the RS Disclosure Schedule. With respect to each
Employee Benefit Plan, no such plan has incurred any "accumulated funding
deficiency," as defined in Section 302(a)(2) of ERISA and Section 412(a) of the
Code, whether or not waived, and RS and each member of the Controlled Group has
met all applicable minimum funding requirements under Section 302 of ERISA in
respect of each Employee Benefit Plan; (ii) each Employee Benefit Plan which is
intended to be a qualified plan under Section 401(a) of the Code as currently in
effect has been determined by the Internal Revenue Service to be qualified under
Section 401(a) of the Code and the trust related thereto is exempt from federal
income tax under Section 501(a) of the Code; (iii) neither RS nor any member of
the Controlled Group has incurred any liability to the PBGC other than for the
payment of premiums, and there are no premium payments which have become due
which are unpaid; (iv) no Employee Benefit Plan has been terminated by the plan
administrator thereof nor by the PBGC, and there is no occurrence which would
cause the PBGC to institute proceedings under Title IV of ERISA to terminate any
Employee Benefit Plan; (v) at this time, the current value of the assets of each
Employee Benefit Plan exceeds the present value of the accrued benefits and
other liabilities of such

                                       23


Employee Benefit Plan and neither RS nor any member of the Controlled Group
knows of any facts or circumstances which would materially change the value of
such assets and accrued benefits and other liabilities; (vi) neither RS nor any
member of the Controlled Group has breached any of the responsibilities,
obligations or duties imposed on it by ERISA with respect to any Employee
Benefit Plan; (vii) neither RS nor any member of a Controlled Group has incurred
any liability for any excise tax arising under Section 4972 or 4980B of the
Code, and no fact exists which could give rise to any such liability; (viii)
neither RS nor or any member of the Controlled Group nor any fiduciary of, nor
any trustee to, any Employee Benefit Plan, has engaged in a "Prohibited
Transaction" nor taken any action which would constitute or result in a
Termination Event with respect to any such Employee Benefit Plan which is
subject to ERISA; (ix) RS has made all contributions due and payable with
respect to each Employee Benefit Plan; (x) there exists no event described in
Section 4043(b) of ERISA, for which the thirty (30) day notice period has not
been waived; (xi) neither RS nor any member of the Controlled Group has any
fiduciary responsibility for investments with respect to any Employee Benefit
Plan existing for the benefit of persons other than employees or former
employees of RS and any member of the Controlled Group; (xii) neither RS nor or
any member of the Controlled Group maintains or contributes to any Employee
Benefit Plan which provides health, accident or life insurance benefits to
former employees, their spouses or dependents, other than in accordance with
Section 4980B of the Code; (xiii) neither RS nor any member of the Controlled
Group has withdrawn, completely or partially, from any Multiemployer Employee
Benefit Plan so as to incur liability under the Multiemployer Pension Plan
Amendments Act of 1980 and there exists no fact which would reasonably be
expected to result in any such liability; and (xiv) no Employee Benefit Plan
fiduciary (as defined in Section 3(221) of ERISA) has any liability for breach
of fiduciary duty or for any failure in connection with the administration or
investment of the assets of a Employee Benefit Plan.

             (t) Guaranties. RS is not a guarantor or otherwise liable for any
Liability or obligation (including indebtedness) of any other Person.

             (u) Environmental, Health, and Safety Matters

         (i) RS has complied, and is in compliance, in all material respects,
with, all applicable Environmental, Health, and Safety Requirements.

         (ii) RS has not received any written or oral notice or report regarding
any actual or alleged violation of Environmental, Health, and Safety
Requirements, or any liabilities or potential liabilities (whether accrued,
absolute, contingent, unliquidated or otherwise), including any investigatory,
remedial or corrective obligations, relating to any of them or its facilities
arising under Environmental, Health, and Safety Requirements.

         (iii) Except as may be implied by the provisions of any applicable
workers' compensation statute or regulation for which RS may be liable as a
"co-employer," to RS' Knowledge RS has not either expressly or by operation of
law, assumed or undertaken any liability, including without limitation any
obligation for corrective or remedial action, of any other Person relating to
Environmental, Health, and Safety Requirements.


                                       24


         (v) Disclosure The representations and warranties contained in this
Section 4 do not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements and
information contained in this Section 4 not misleading.

     5. Pre-Closing Covenants  The Parties agree as follows with respect to the
period between the execution of this Agreement and the Closing.

         (a) General Each of the Parties will use his or its reasonable best
efforts to take all action and to do all things reasonably necessary, proper, or
advisable in order to consummate and make effective the transactions
contemplated by this Agreement (including satisfaction, but not waiver, of the
closing conditions set forth in Section 7 below).

         (b) Notices and Consents The Sellers will cause RS to give any notices
to third parties, and will cause RS to use its best efforts to obtain any third
party consents, that TeamStaff may request in connection with the matters
referred to in Section 4(c) above.

         (c) Operation of Business The Sellers will not cause or permit RS to
engage in any practice, take any action, or enter into any transaction outside
the Ordinary Course of Business. Without limiting the generality of the
foregoing, RS will not (i) other than a dividend payment to be made to the
Sellers prior to Closing, declare, set aside, or pay any dividend or make any
distribution with respect to its capital stock or redeem, purchase, or otherwise
acquire any of its capital stock or (iii) other than bonus payments to be made
to existing employees, make any bonus payments to employees or (iii) otherwise
engage in any practice, take any action, or enter into any transaction of the
sort described in Section 4(h) above or as contemplated as a condition to
Closing as provided in Section 7 below.

         (d) Preservation of Business The Sellers will use commercially
reasonable efforts to keep the Business substantially intact. As of May 25,
2005, the balance due and outstanding on the credit facility of RS with Wachovia
Bank, N.A. ("Wachovia Line") is $2,649,000.

         (e) Full Access RS will permit representatives of TeamStaff to have
full access at all reasonable times and upon reasonable notice, and in a manner
so as not to interfere with the normal business operations of RS, to all
premises, properties, personnel, books, records (including Tax records),
contracts, and documents of or pertaining to RS.

         (f) Notice of Developments Each of the Parties shall give prompt
written notice to the other Parties of (i) the occurrence or non-occurrence of
any event that would be likely to cause any representation or warranty made by
the notifying party contained in this Agreement to be untrue or inaccurate in
any material respect at or prior to the Closing and (ii) any material failure of
the notifying party to comply with or satisfy any covenant, condition or
agreement to be complied with or satisfied by it or him hereunder.

         (g) Exclusivity Neither RS nor any of the Sellers will: (i) knowingly
solicit, initiate, or encourage the submission of any proposal or offer from any
Person relating to the acquisition of any capital stock or other voting
securities, or any substantial portion of the assets, of RS (including any
acquisition structured as a merger, consolidation, or share exchange) or (ii)


                                       25


participate in any discussions or negotiations regarding, furnish any
information with respect to, assist or participate in, or facilitate in any
other manner any effort or attempt by any Person to do or seek any of the
foregoing or (iii) sell, transfer or pledge any RS Shares owned by the
respective Seller or grant any proxy or enter into any voting agreement with
respect thereto. None of the Sellers will vote their RS Shares in favor of any
such acquisition structured as a merger, consolidation, or share exchange until
this Agreement is terminated in accordance with its terms. RS and the Sellers
will promptly notify TeamStaff if any Person makes any proposal, offer, inquiry,
or contact with respect to any of the foregoing.

         (h) Financing The Parties will cooperate in order to obtain the
necessary financing from PNC Bank, National Association for the benefit of
TeamStaff to fund payments to be made by TeamStaff to Sellers in connection with
the Closing of the transaction and to operate the Business (the "Financing").
The terms of the Financing related to the subordination and payment terms of the
TeamStaff Note and payment of the Purchase Price must be acceptable to the
Sellers.

         (i) RS Lease Amendments. Prior to Closing, RS shall have obtained
written amendments to its existing leases (together the "RS Lease Amendments")
in form and substance acceptable to TeamStaff which shall (i) with respect to
the RS premises located at Decatur, Georgia provide for termination of the lease
on a date which is twelve (12) months after the Closing Date, with the last 6
months of the term at a lease base rent of 50% of the existing lease and (ii)
with respect to the RS premises located at 533 Plaza Drive, Monroe, Georgia
allow for termination, at RS' option, on a date which is two (2) years after the
Closing Date.

     6. Post-Closing Covenants The Parties agree as follows with respect to the
period following the Closing.

         (a) General In case at any time after the Closing any further action is
necessary to carry out the purposes of this Agreement, each of the Parties will
take such further action (including the execution and delivery of such further
instruments and documents) as any other Party may reasonably request, all at the
sole cost and expense of the requesting Party (unless the requesting Party is
entitled to indemnification therefor under Section 8 below). The Sellers
acknowledge and agree that from and after the Closing, TeamStaff will be
entitled to possession of all documents, books, records (including Tax records),
agreements, and financial data of any sort relating to RS; provided, however,
that TeamStaff will allow Sellers to have access to such documents, books,
records, agreements and financial data of RS as such Sellers may reasonably
request in order to comply with applicable law, including tax laws.

         (b) Litigation Support In the event and for so long as any Party
actively is contesting or defending against any action, suit, proceeding,
hearing, investigation, charge, complaint, claim, or demand in connection with
(i) any transaction contemplated under this Agreement or (ii) any fact,
situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving RS or its Business, each of the other Parties will
reasonably cooperate with him or it and his or its counsel in the contest or
defense, make available their personnel, and provide such testimony and access
to their books and records as shall be reasonably necessary in connection with


                                       26


the contest or defense, all at the sole cost and expense of the contesting or
defending Party (unless the contesting or defending Party is entitled to
indemnification therefor under Section 8 below).

         (c) Transition None of the Sellers will take any action that is
designed or intended to have the effect of discouraging any lessor, licensor,
customer, supplier, or other business associate of RS from maintaining the same
business relationships with RS after the Closing as it maintained with RS prior
to the Closing.

     7.   Conditions to Obligation to Close

         (a) Conditions to Obligation of TeamStaff. The obligation of TeamStaff
to consummate the transactions to be performed by it in connection with the
Closing is subject to satisfaction of the following conditions:

             (i) the representations and warranties set forth in Section 3(a)
and Section 4 above shall be true and correct in all material respects at and as
of the Closing Date;

             (ii) the Sellers shall have performed and complied with all of
their covenants hereunder in all material respects through the Closing;

             (iii) RS shall have procured all of the third party consents
specified in Section 5(b) above, if any;

             (iv) no action, suit, or proceeding shall be pending or threatened
in writing before any court or quasi-judicial or administrative agency of any
federal, state, local, or foreign jurisdiction or before any arbitrator wherein
an unfavorable injunction, judgment, order, decree, ruling, or charge would (A)
prevent the consummation of any of the transactions contemplated by this
Agreement, (B) cause any of the transactions contemplated by this Agreement to
be rescinded following consummation, (C) affect adversely the right of TeamStaff
to own RS Shares and to control RS, or (D) affect adversely the right of RS to
own its assets and to operate the Business (and no such injunction, judgment,
order, decree, ruling, or charge shall be in effect);

             (v) RS shall have delivered to TeamStaff a certificate, in form and
substance satisfactory to TeamStaff, to the effect that each of the conditions
specified above in Sections 7(a)(i)-(iv) is satisfied in all respects;

             (vi) TeamStaff shall have entered into an employment agreement with
Roger Staggs substantially in the form attached hereto as Exhibit I (the "Staggs
Employment Agreement");

             (vii) TeamStaff shall have entered into an employment agreement
with E. Barry Durham substantially in the form attached hereto as Exhibit J (the
"Durham Employment Agreement");

                                       27


             (viii) TeamStaff shall have obtained the Financing, in form and
substance and an amount acceptable to it and to Sellers, as more fully set forth
in Section 5(h) hereof;

             (ix) TeamStaff shall have received from counsel to RS an opinion
substantially in the form attached hereto as Exhibit G;

             (x) TeamStaff shall have received an executed Seller's Release from
each Seller, substantially in the form attached hereto as Exhibit C;

             (xi) TeamStaff shall have received all share certificates
representing Sellers' RS Shares, with duly endorsed stock powers;

             (xii) No Seller shall have exercised any appraisal rights under the
Georgia Business Corporation Law;

             (xiii) TeamStaff shall have received a balance sheet, prepared on a
preliminary basis, of RS dated as of May 28, 2005, reflecting: (a) stockholders'
equity of at least $1,575,000 and (b) no change in the financial condition of RS
since the date of the Most Recent Financial Statements that would have a
Material Adverse Effect upon RS:

             (xiv) TeamStaff shall have received written evidence satisfactory
to it that (i) all outstanding loans from RS to the Sellers or their affiliates
shall have been repaid in full; (ii) the outstanding loans in the principal
amount of approximately $145,000 related to the purchase of vehicles with a
value on the Most Recent Financial Statements of $175,000 shall have been repaid
in full and title transferred for the vehicles to the Sellers;

             (xv) TeamStaff shall have received the RS Lease Amendments; and

             (xvi) TeamStaff shall have received written evidence satisfactory
to it that the outstanding credit facility of RS with Wachovia Bank N.A and all
liens and security interests in favor of Wachovia Bank N.A. shall have been
terminated in full or will be terminated in full at and upon Closing.

TeamStaff may waive any condition specified in this Section 7(a) if it executes
a writing so stating at or prior to the Closing.

         (b) Conditions to Obligation of the Sellers. The obligation of the
Sellers to consummate the transactions to be performed by them in connection
with the Closing is subject to satisfaction of the following conditions:

             (i) the representations and warranties set forth in Section 3(b)
above shall be true and correct in all material respects at and as of the
Closing Date;

             (ii) TeamStaff shall have performed and complied with all of its
covenants hereunder in all material respects through the Closing;

             (iii) no action, suit, or proceeding shall be pending or threatened
in writing before any court or quasi-judicial or administrative agency of any
federal, state, local, or foreign

                                       28


jurisdiction wherein an unfavorable injunction, judgment, order, decree, ruling,
or charge would (A) prevent consummation of any of the transactions contemplated
by this Agreement or (B) cause any of the transactions contemplated by this
Agreement to be rescinded following consummation (and no such injunction,
judgment, order, decree, ruling, or charge shall be in effect);

             (iv) TeamStaff shall have delivered to the Sellers a certificate,
in form and substance satisfactory to Sellers, to the effect that each of the
conditions specified above in Sections 7(b)(i)-(iii) is satisfied in all
respects;

             (v) Roger Staggs and TeamStaff shall have entered into the Staggs
Employment Agreement;

             (vi) E. Barry Durham and TeamStaff shall have entered into the
Durham Employment Agreement;

             (vii) TeamStaff shall have executed and delivered to Sellers the
TeamStaff Promissory Note and the TeamStaff Security Agreement, substantially in
the forms attached hereto as Exhibits E and F, respectively;

             (viii) TeamStaff shall have delivered certificates to the Sellers
for the TeamStaff Common Stock constituting a portion of the Purchase Price.

             (ix) the Sellers shall have received from counsel to TeamStaff an
opinion in substantially the form attached hereto as Exhibit H; and

             (x) the terms and conditions of the Financing related to the
subordination and payment of the TeamStaff Promissory Note shall be fully
acceptable to Sellers as more fully set forth in Section 5(h) hereof.

The Sellers (evidenced by the written consent of all of the Sellers) may waive
any condition specified in this Section 7(b) if they execute a writing so
stating at or prior to the Closing.

     8.   Survival and Indemnification

         (a) Survival of Warranties and Indemnification Obligations. Except to
the extent set forth herein to the contrary, each and every representation and
warranty and indemnification obligation of any Party hereunder shall survive for
a period of two (2) years after the Closing Date. Any claim ("Claim") for
Damages made by a Party in accordance with this Section 8 within the survival
period shall survive until finally resolved notwithstanding expiration of the
applicable survival period.

         (b) Indemnification by the Sellers. Sellers shall severally but not
jointly, indemnify, defend and hold harmless TeamStaff, and shall reimburse
TeamStaff for any Damages for which a claim is made prior to the expiration of
the survival period, if any, under Section 8(a), arising from or in connection
with (i) any breach of the representations and warranties of the Sellers or RS
made in this Agreement or in any document, agreement, instrument or certificate


                                       29


delivered by any Seller or RS at the Closing pursuant to this Agreement, or (ii)
any failure by RS or a Seller to perform or comply with any agreement or
covenant in this Agreement, or under any document, agreement, instrument or
certificate delivered at the Closing by RS or any Seller pursuant to this
Agreement. Subject to subsection (d) below, with respect to any Claim by
TeamStaff related to any matters set forth on Section 4(q) of the RS Disclosure
Schedule, Sellers explicitly acknowledge that TeamStaff shall have a right to
make a Claim for indemnification hereunder in the event that the amount so
claimed by TeamStaff for indemnification as Damages exceeds the sum of $45,000,
regardless of the scope of the disclosure. Notwithstanding anything contained in
this Section 8(b), the indemnification obligations of any Seller under this
Agreement or based upon a matter for which a claim could be made under this
Agreement, except in the case of fraud or Taxes, will not exceed, in the
aggregate, the sum of $1,500,000 for each of the Sellers; provided however, in
the case of fraud or Claims related to Taxes, the indemnification obligations of
any Seller under this Agreement to TeamStaff shall be up to, in the aggregate,
the sum of $2,375,000 for each of the Sellers. In any case, any indemnification
obligations owed to TeamStaff by either Seller pursuant to this Section 8 will
be limited to setoff, by TeamStaff, of any amounts (principal and/or interest)
owed to the Sellers by TeamStaff under the TeamStaff Promissory Note.
Notwithstanding the foregoing, in the event that the amount of the Claim for
indemnification by TeamStaff hereunder is related to fraud or Taxes and
TeamStaff is entitled to indemnification hereunder, and the amount of such Claim
exceeds the amount of the TeamStaff Promissory Note, then TeamStaff shall have
the right to setoff all Earnout Payments otherwise due to the Sellers up to the
amount of the Claim.

         (c) Indemnification by TeamStaff. TeamStaff shall indemnify, defend and
hold harmless the Sellers and shall reimburse them for any Damages for which a
claim is made prior to the expiration of the survival period, if any, under
Section 8(a), arising from or in connection with (i) any breach of the
representations and warranties of TeamStaff made in this Agreement or in any
document, agreement, instrument or certificate delivered by TeamStaff at the
Closing pursuant to this Agreement, or (ii) any failure by TeamStaff to perform
or comply with any agreement or covenant in this Agreement or under any
document, agreement, instrument, or certificate delivered at the Closing by
TeamStaff pursuant to this Agreement. Notwithstanding anything contained in this
Section 8(c), the indemnification obligations of TeamStaff under this Agreement
or based upon a matter for which a claim could be made under this Agreement,
except in the case of fraud, will not exceed, in the aggregate of $3,000,000;
provided, however, in the case of fraud by TeamStaff hereunder, the
indemnification obligations of TeamStaff under this Agreement to Sellers shall
be, in the aggregate, up to the sum of $4,750,000.

         (d) Limitations on Indemnification Obligations. An indemnified party
shall be entitled to indemnification only if the aggregate and collective
Damages for which it otherwise would be entitled under this Agreement exceed
$125,000, in which event it shall be entitled to indemnification of all such
Damages. Notwithstanding the immediately preceding sentence, however, the
following will not be subject to such minimum indemnification amount: (i)
breaches by any Party of covenants hereunder; (ii) breaches by Sellers or RS of
representations and warranties contained in Sections 3(a)(i), 3(a)(v), 4(a),
4(b) or 4(i) hereof; and (iii) breaches by TeamStaff of representations and
warranties contained in Sections (3)(b)(i)-(ii) and 3(b)(iv)-(vi).


                                       30


         (e) Third-Party Claims. After receipt by a Party of notice of any
matter for which such Party (an "Indemnified Party") is entitled to or is
seeking to assert a right to indemnification under Section 8(b) or 8(c) (a
"Third Party Claim"), the Indemnified Party shall promptly give notice to the
party or parties from whom indemnification will be sought (the "Indemnifying
Party") of the commencement thereof, but the failure so to notify the
Indemnifying Party shall not relieve them of any liability they may have to any
Indemnified Party except to the extent of actual prejudice caused by such
failure. In case any such Third Party Claim shall be brought against an
Indemnified Party and it shall give notice to the Indemnifying Party of the
commencement thereof, the Indemnifying Party will be entitled to participate
therein at its cost and expense or if acceptable to the Indemnified Party,
assume the defense thereof with counsel reasonably satisfactory to such
Indemnified Party; provided, however, that no such participation or assumption
of defense will be, or will be deemed to be, an admission or otherwise indicate
that such Indemnifying Party is required to indemnify the Indemnified Party for
Damages arising from such Third Party Claim. The Indemnifying Party may not
assume the defense if (i) the named parties to any such action (including any
impleaded parties) include both such Indemnified Party and the Indemnifying
Party and such Indemnified Party shall have been advised in writing by counsel
that there are one or more material legal defenses available to the Indemnified
Party which are not available to the Indemnifying Party, or available to the
Indemnifying Party, but the assertion of which would be adverse to the interest
of the Indemnified Party, or (ii) the Indemnifying Party fails to provide
reasonable assurance to the Indemnified Party of its financial capacity to
defend such Third Party Claim. If the Indemnifying Party is allowed to assume
the defense, the Indemnifying Party shall not be liable to such Indemnified
Party for any fees of other counsel or any other expenses with respect to the
defense of such Third Party Claim, in each case subsequently incurred by such
Indemnified Party in connection with the defense thereof, provided that the
Indemnifying Party may only assume control of the defense of such Third Party
Claim if it acknowledges in writing to the Indemnified Party that any damages,
fines, costs or Liabilities that may be assessed against the Indemnified Party
in connection with the Third Party Claim constitute Damages for which the
Indemnified Party shall be indemnified pursuant to Section 8(b) or 8(c), as the
case may be. If an Indemnifying Party assumes the defense of such Third Party
Claim, no compromise or settlement thereof may be effected by the Indemnifying
Party without the Indemnified Party's prior written consent (which consent will
not unreasonably be withheld or delayed) unless the settlement provides for a
full and unconditional release of the Indemnified Party without payment of any
funds by the Indemnified Party or (A) there is no finding or admission of any
violation of law or any violation of the rights of any person and no effect on
any other claims that may be made against the Indemnified Party and (B) the sole
relief provided is monetary damages that are paid in full by the Indemnifying
Party. If notice is given to the Indemnifying Party of the commencement of any
Third Party Claim and it does not, within ten days after the Indemnified Party's
notice is given, give notice to the Indemnified Party of its election to assume
the defense thereof, the Indemnifying Party shall be bound by any determination
made in such action or any compromise or settlement thereof effected by the
Indemnified Party. Notwithstanding anything to the contrary herein, each of the
Indemnified Party and the Indemnifying Party shall provide, on at least a
quarterly basis, to the other, written summaries of the status of any Third
Party Claims including any litigation, arbitration or mediation proceedings or
settlement discussions related thereto.


                                       31

         (f) Payment. In the event that any Indemnified Party determines that it
is entitled to an indemnity payment pursuant to this Section 8, the Indemnified
Party shall deliver a written notice to the Indemnifying Party. If the
Indemnifying Party disputes all or any portion of the claim, the Indemnifying
Party must provide written notice of its objection (detailing the objection) to
the Indemnified Party within fifteen (15) business days after the receipt of the
claim from the Indemnified Party. Failure by the Indemnifying Party to give such
notice shall be deemed acknowledgment and agreement by the Indemnifying Party
that it is liable for that portion of the claim as to which no objection is
made.

         (g) Construction. The Parties intend that each representation,
warranty, and covenant herein shall have independent significance. If any Party
has breached any representation, warranty, or covenant contained herein in any
respect, the fact that there exists another representation, warranty, or
covenant relating to the same subject matter (regardless of the relative levels
of specificity) which the Party has not breached shall not detract from or
mitigate the fact that the Party is in breach of the first representation,
warranty, or covenant, as the case may be.

     9.   Post-Closing Tax Matters; Other Matters; Tag Along Right.

         (a) Cooperation. TeamStaff, RS and Sellers shall cooperate fully, as
and to the extent reasonably requested by the other party, in connection with
the filing of Tax Returns pursuant to this Section 9 and any audit, litigation
or other proceeding with respect to Taxes. Such cooperation shall include the
retention and (upon the other party's request) the provision of records and
information which are reasonably relevant to any such audit, litigation or other
proceeding and making employees available on a mutually convenient basis to
provide additional information and explanation of any material provided
hereunder. RS and Sellers agree (A) to retain all books and records with respect
to Tax matters pertinent to RS relating to any taxable period beginning before
the Closing Date until the expiration of the applicable statute of limitations
of the respective taxable periods, and to abide by all record retention
agreements entered into with any taxing authority, and (B) to give the other
party reasonable written notice prior to transferring, destroying or discarding
any such books and records and, if the other party so requests, such notifying
party shall allow the other party to take possession of such books and records.

         (b) Straddle Period. In the case of any taxable period that includes
(but does not end on) the Closing Date, the amount of any income Taxes for the
period prior to the Closing Date shall be determined based on an interim closing
of the books as of the close of business on the Closing Date. The Sellers shall
prepare or cause to be prepared and be responsible for the signing and filing of
all Tax Returns for the period ending on the Closing Date.

         (c) Responsibility for Filing Tax Returns. TeamStaff shall prepare or
cause to be prepared and filed or cause to be filed all income Tax Returns for
RS which are to be filed for the period commencing on the Closing Date and
thereafter and shall allow the Sellers to review such Tax Returns for a period
of one year following the Closing Date.


                                       32

         (d) Refunds and Tax Benefits. Any income Tax refunds that are received
by TeamStaff or RS, and any amounts credited against income Tax to which
TeamStaff or RS become entitled, that relate to income Tax periods or portions
thereof ending on or before the Closing Date and which are related to the
Business for the period ending on the Closing Date shall be for the account of
the Sellers, and TeamStaff shall pay over to the Sellers any such refund or the
amount of any such credit within fifteen (15) days after receipt thereof or
entitlement thereto.

         (e) Workers' Compensation Insurance Program Refunds. In the event that
RS is entitled to receive any refunds from its workers' compensation insurance
program with respect to its workers' compensation insurance program for the
periods ending in 2003, 2004 and 2005 and payable in 2006, 2007 and 2008
respectively, the Parties hereby agree that the Sellers shall be entitled to the
full amount of any such refund payment. Payment shall be made by Team Staff (or
RS) to Sellers within ten (10) days after receipt of any such refund payment and
shall be considered additional contingent purchase price by Sellers.

         (f) Delivery of Final Closing Financial Statements. Within 30 days
after the Closing Date, the Sellers and RS shall deliver an unaudited balance
sheet and statement of stockholders equity as of June 4, 2005 ("Closing
Financial Statements") certified by the Sellers as true and correct in all
material respects and prepared in accordance with GAAP, reflecting (i) stock
holders' equity of at least $1,575,000 and (ii) no change in the financial
condition of RS since the date of the Most Recent Financial Statements that
would have a Material Adverse Effect upon RS. In the event that the amount of
stockholder's equity is less than or exceeds the sum of $1,575,000, then (A) in
the event of a deficiency, the Seller's shall reimburse TeamStaff for the amount
of such deficiency and (B) in the event that the amount of stockholder's equity
is more than $1,575,000, then TeamStaff shall reimburse the Sellers to the
extent of such excess amount. Such payment shall be made by the Sellers or
TeamStaff, as appropriate, within ten (10) days of receipt of the Closing
Financial Statements required hereunder.

         (g) Tag Along Right. During the period commencing on the Closing Date
and ending on a date which is one (1) year thereafter, TeamStaff agrees that in
the event a person or group (as determined in accordance with Section 13(d) of
the Securities and Exchange Act of 1934, and the rules promulgated thereunder)
(the "Purchaser"), acquires, in a single transaction or a series of transactions
more than 80% of the outstanding shares of Common Stock of TeamStaff
("Qualifying Transaction"), and Kent Smith is no longer the Chief Executive
Officer of TeamStaff (other than termination by the Board of Directors of
TeamStaff for cause in accordance with his employment agreement) following the
Qualifying Transaction, then the Sellers shall have the right, at their option,
to require that the Purchaser purchase from the Sellers the shares of TeamStaff
Common Stock then held by them at a per shares purchase price equal to the price
paid per share by the Purchaser in the Qualifying Transaction. TeamStaff shall
provide written notice ("Tag Along Notice") to the Sellers of the terms of such
Qualifying Transaction at least 20 days prior to the expected closing date of
the Qualifying Transaction. Upon written notice to TeamStaff, given within ten
(10) days after receiving such Tag-Along Notice, Sellers will have the right to
participate in such Qualifying Purchase on the same terms and conditions as
those set forth in the documents governing the Qualifying Purchase and TeamStaff
will allow or cause to be allowed such participation. The rights granted under
this Section 9(g) shall not apply


                                       33

in the event that the Qualifying Transaction is a public tender offer for the
securities of TeamStaff.

     10.  Termination.

         (a) Termination of Agreement. Certain of the Parties may terminate this
Agreement as provided below:

             (i) TeamStaff, RS and the Sellers may terminate this Agreement by
mutual written consent at any time prior to the Closing;

             (ii) TeamStaff may terminate this Agreement by giving written
notice to the Sellers at any time prior to the Closing (A) in the event any of
the Sellers has breached any material representation, warranty, or covenant
contained in this Agreement in any material respect, TeamStaff has notified such
Seller in writing of the breach, and the breach has continued without cure for a
period of ten (10) days after the notice of breach or (B) if the Closing shall
not have occurred on or before June 15, 2005, by reason of the failure of any
condition precedent under Section 7(a) hereof (unless the failure results
primarily from TeamStaff itself breaching any representation, warranty, or
covenant contained in this Agreement); and

             (iii) the Sellers may terminate this Agreement by giving written
notice to TeamStaff at any time prior to the Closing (A) in the event TeamStaff
has breached any material representation, warranty, or covenant contained in
this Agreement in any material respect, any of the Sellers has notified
TeamStaff in writing of the breach, and the breach has continued without cure
for a period of ten (10) days after the notice of breach or (B) if the Closing
shall not have occurred on or before June 15, 2005, by reason of the failure of
any condition precedent under Section 7(b) hereof (unless the failure results
primarily from any of the Sellers themselves breaching any representation,
warranty, or covenant contained in this Agreement).

         (b) Effect of Termination. If this Agreement is terminated as provided
herein, no Party (nor any stockholder, director, officer, employee, agent,
consultant or representative of such Party) shall have any liability to any
other party; provided, however, that if such termination is the result of a
Party (the "Breaching Party") (i) failing to use its reasonable best efforts to
fulfill a condition to the performance of the obligations of another Party, (ii)
failing to perform in all material respects a covenant made by such Breaching
Party herein or other obligation of such Breaching Party herein, (iii)
materially breaching any representation or warranty made by such Breaching Party
herein, or (iv) refusing to close notwithstanding the conditions precedent to
such Party's obligation to close have been fulfilled, then such termination
shall be without prejudice to the rights of any party hereto arising out of such
failure or breach and such Breaching Party will pay all reasonable costs and
expenses (including reasonable attorneys' fees) of the other Parties hereto
incurred by such parties in connection with this Agreement.


                                       34

     11.  Dispute Resolution.

         (a) If any dispute arises under this Agreement, the Parties shall seek
to resolve any such dispute between them, first, by negotiating promptly with
each other in good faith in face-to-face negotiations. If the Parties are unable
to resolve such dispute between them within twenty (20) business days after
notice of such dispute is given by a Party to the other Party or Parties (or
such period as the Parties shall otherwise agree) through these face-to-face
negotiations, then the Parties shall seek to resolve any such dispute between
them through non-binding mediation within twenty (20) business days following
the termination of the Parties' face-to-face negotiations (or such period and
place as the Parties shall otherwise agree). If the Parties are unable to
resolve such dispute through mediation, any such dispute shall be resolved by
private binding arbitration in accordance with Subsection (b) below.

         (b) If the Parties are unable to resolve such dispute through
mediation, any such dispute shall be resolved by private binding arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association (the "Association") in effect on the date that the demand for
arbitration is given. The arbitration proceeding will take place in Atlanta,
Georgia. If the parties are unable to agree on the identity of a single
arbitrator within ten (10) business days of notice of a demand for arbitration
provided by one party to the other hereunder, then the Association arbitrator
selection rules shall apply; provided, however, that any arbitrator selected
under the selection rules shall also be a member in good standing of the bar in
any of the United States with experience in corporate law and acquisitions. Any
demand for arbitration shall include detail sufficient to establish the nature
of the dispute (including the claims asserted and the material issues with
respect thereto) and shall be delivered to the other Party concurrent with
delivery to the Association. Discovery from the other Party shall be limited to
requests for production of documents and to depositions. No additional formal
discovery from the other Party (e.g., interrogatories or requests for
admissions) shall be permitted except by mutual consent or as approved by the
arbitrator for good cause shown. The arbitrator's decision shall be in writing,
and shall describe in detail the legal reasoning adopted by the arbitrator in
support of the decision. In rendering a decision, the arbitrator shall follow
the law of the United States of America and of the jurisdiction set forth in
Section 12(h) hereof, and shall not use equitable or other principles which
would permit the arbitrator to ignore this Agreement or the law. The
arbitrator's decision shall be final and binding on the parties, provided,
however, that errors of law may be appealed to a court of competent jurisdiction
for review. Any award by the arbitrator shall be subject to all dollar and other
limitations set forth in this Agreement. The arbitrator shall have no authority
to award treble, exemplary, or punitive damages of any type under any
circumstances. Judgment upon the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof. Any Party to this Agreement may bring
an action, including a summary or expedited proceeding, to compel arbitration of
any controversy or claim to which this Agreement applies in any court having
jurisdiction over such action. Nothing in this Section shall limit the right of
any Party to obtain from a court equitable relief, before, during or after the
pendency of any arbitration proceeding brought pursuant to this Agreement, or in
lieu of such proceeding. The reasonable costs, fees and expenses (including
attorneys' fees) of all Parties related to any arbitrated dispute hereunder will
be paid by the Party who is determined by the arbitrator, in his or her sole
discretion, to be the non-prevailing party in such dispute.


                                       35

     12.  Miscellaneous

         (a) Press Releases and Public Announcements. No Party shall issue any
press release or make any public announcement relating to the subject matter of
this Agreement prior to the Closing without the prior written approval of
TeamStaff and the Sellers; provided, however, that any Party may make any public
disclosure it believes in good faith is required by applicable law or any
listing or trading agreement concerning its publicly-traded securities (in which
case the disclosing Party will use its reasonable best efforts to advise the
other Parties prior to making the disclosure).

         (b) No Third-Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any Person other than the Parties and their respective
successors and permitted assigns.

         (c) Entire Agreement. This Agreement (including the documents referred
to herein) constitutes the entire agreement among the Parties and supersedes any
prior understandings, agreements, or representations by or among the Parties,
written or oral, to the extent they related in any way to the subject matter
hereof.

         (d) Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted assigns. No Party may assign either this Agreement or any of his
or its rights, interests, or obligations hereunder without the prior written
approval of TeamStaff and the Sellers; provided, however, that TeamStaff may (i)
assign any or all of its rights and interests hereunder to one or more of its
Affiliates and (ii) designate one or more of its Affiliates to perform its
obligations hereunder (in any or all of which cases TeamStaff nonetheless shall
remain responsible for the performance of all of its obligations hereunder).

         (e) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.

         (f) Headings. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

         (g) Notices. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be sent by (i) registered or certified
mail, return receipt requested, postage prepaid, or (ii) by overnight courier
service, or (iii) by facsimile if followed by delivery is also made by either
(i) or (ii) above, in any case addressed to the recipient as set forth below:


                                       36




         If to RS or Sellers:                    Copy to:

         RS Staffing Services, Inc.              Elizabeth H. Purcell, Esq.
         533 Plaza Drive Road                    Frank X. Moore & Associates
         Monroe, GA  30655                       3343 Peachtree Road, Suite 1100
         Attn:  Roger Staggs                     Atlanta, GA  30326


         E. Barry Durham
         525 High Cashes Valley Road
         Cherry Log, GA 30052


         If to TeamStaff:                         Copy to:

         TeamStaff, Inc.                          Brian C. Daughney, Esq.
         300 Atrium Drive                         Goldstein & DiGioia LLP
         Somerset NJ 08873                        45 Broadway -11th Floor
         Attn: Kent Smith, CEO                    New York, New York 10006

All correspondence sent as above shall be deemed duly given when delivered to
the intended recipient in accordance with the foregoing. Any Party may change
the address to which notices, requests, demands, claims, and other
communications hereunder are to be delivered by giving the other Parties notice
in the manner herein set forth.

         (h) Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of New York without giving effect
to any choice or conflict of law provision or rule (whether of the State of New
York or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of New York.

         (i) Amendments and Waivers. No amendment of any provision of this
Agreement shall be valid unless the same shall be in writing and signed by
TeamStaff and the requisite Sellers. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

         (j) Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.

         (k) Expenses. Except as set forth herein, each of the Parties will bear
his or its own costs and expenses (including legal fees and expenses) incurred
in connection with this Agreement and the transactions contemplated hereby. The
Sellers shall bear the costs of all legal and accounting services provided to
them in connection with this Agreement and the transactions contemplated herein
and RS shall not have any liability in connection therewith.


                                       37


         (l) Construction. The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state, local, or
foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. The
word "including" shall mean including without limitation.

         (m) Incorporation of Exhibits, Annexes, and Schedules. The Exhibits,
Annexes, and Schedules identified in this Agreement are incorporated herein by
reference and made a part hereof.

         (n) Specific Performance. Each of the Parties acknowledges and agrees
that the other Parties would be damaged irreparably in the event any of the
provisions of this Agreement are not performed in accordance with their specific
terms or otherwise are breached. Accordingly, each of the Parties agrees that
the other Parties shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Agreement and to enforce specifically this
Agreement and the terms and provisions hereof in any action instituted in any
court of the United States or any state thereof having jurisdiction over the
Parties and the matter, in addition to any other remedy to which they may be
entitled, at law or in equity.

     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
date first above written.

TEAMSTAFF, INC.


By:
      ------------------------
Name:
Title:


RS STAFFING SERVICES, INC.                           THE SELLERS

                                                     -----------------------
                                                     ROGER STAGGS
By:
      ------------------------
Name:
Title:                                               _______________________
                                                     E. BARRY DURHAM





                                       38

TEAMSTAFF, INC. COMPLETES RS STAFFING ACQUISITION; CLOSES $7 MILLION REVOLVING
CREDIT FACILITY WITH PNC BANK, NATIONAL ASSOCIATION

SOMERSET, N.J., June 9, 2005 /PRNewswire-FirstCall via COMTEX/ -- TeamStaff,
Inc. (Nasdaq: TSTF), one of the nation's leading providers of healthcare
staffing and specialty payroll services, today announced that it completed the
acquisition of RS Staffing effective June 4, 2005 and also announced the closing
of a $7,000,000.00 private credit facility with PNC Bank effective June 8, 2005.
The terms of the acquisition were substantially upon the terms previously
announced.

RS Staffing, a private company located in Monroe, GA., specializes in providing
medical and office administration/technical professionals through nationwide
Schedule contracts with both the General Services Administration ("GSA") and
Veterans Affairs ("VA").

The terms of the acquisition of RS Staffing provided for a purchase price
consisting of (i) 1,206,896, shares of Common Stock (ii) a secured note of
TeamStaff in the principal amount of $3,000,000 and (iii) cash in the amount of
$3,250,000. In addition, TeamStaff entered into employment agreements with two
of the principals of RS Staffing, Roger Staggs and E Barry Durham in connection
with the acquisition to provide ongoing management of RS Staffing. RS Staffing
will be operated as a wholly owned subsidiary.

Commenting on the closing of the acquisition of RS Staffing TeamStaff's
President and CEO, T. Kent Smith, stated: "We are happy that we closed our
acquisition of RS Staffing, and look forward to integrating operations and
expanding our reach to provide both nursing and allied staffing to the
government sector. TeamStaff's current brands, TeamStaff Rx and Nursing
Innovations, will become RS Staffing's primary staffing partners to provide
supply for both allied and nursing professionals to the growing government
segment. RS Staffing's capabilities will enhance TeamStaff's business and will
help drive a projected positive operating EBITDA in the fourth fiscal quarter
ending September 30, 2005. We are pleased to have such an enthusiastic group of
individuals join our team," concluded Mr. Smith

Roger Staggs, RS Staffing's President added, "Our clients will be better served
through the closing of this transaction since many of our clients require help
with their allied staffing needs. TeamStaff 's reputation and market position in
allied healthcare staffing will enhance our ability to fill these orders
quickly. Further, TeamStaff and RS Staffing share the same organizational values
and I am pleased with both the cultural fit between our two organizations and
the future business benefits we will jointly achieve as we become part of the
TeamStaff organization."

TeamStaff closed a $7,000,000.00 revolving credit facility to provide
receivables financing and funding of a portion of the purchase price. The credit
facility was provided by PNC Bank to (i) provide for the acquisition of RS
Staffing; (ii) refinance the current senior loan facility; and (iii) provide
ongoing working capital. Revolving Credit advances will bear interest at either
the Prime Rate plus 250 bps or LIBOR plus 275 basis points, whichever is higher.
The facility has a three-year life and contains term and line of credit
borrowing options. The facility is subject to certain restrictive covenants,
including minimum net worth, leverage and a minimum consolidated debt service
coverage ratio.

Commenting on the transaction, T. Kent Smith, TeamStaff's President and CEO,
stated, "The credit facility provided by PNC Bank is further evidence of
TeamStaff's turnaround as well as its gathering financial strength. The credit
facility allowed us to continue the acquisitive side of our growth strategy and
refinance a former loan facility that RS Staffing had in place on better terms."

About TeamStaff, Inc.

Headquartered in Somerset, New Jersey, TeamStaff serves clients and their
employees throughout the United States as a full-service provider of payroll and
medical staffing solutions.

TeamStaff Rx provides medical allied health professionals and nurses to doctors'
offices and medical facilities throughout the United States on a temporary or
permanent basis and offers programs and services designed to assist medical
facilities in managing their temporary staffing costs. DSi Payroll Services,
TeamStaff's payroll processing division, provides customized payroll management
and tax filing services to




select industries, such as construction and general contracting.

For more information, visit the TeamStaff web site at www.teamstaff.com. This
press release contains "forward-looking statements" as defined by the Federal
Securities Laws. TeamStaff's actual results could differ materially from those
described in such forward-looking statements as a result of certain risk factors
and uncertainties, including but not limited to: the need to provide debt
service to the revolving credit facility, risks related to the integration of RS
Staffing, continued growth and competitive factors in the government staffing
segment, the Company's ability to effectively implement its business strategies
and operating efficiency initiatives, the effectiveness of sales and marketing
efforts, including TeamStaff's marketing arrangements with other companies,
ability to retain qualified management personnel, changes in the competitive
environment in the temporary staffing and payroll processing industry, including
competition for qualified temporary medical staffing personnel, and other
one-time events and other important factors disclosed previously and from time
to time in TeamStaff's filings with the U.S. Securities and Exchange Commission.
These factors are described in further detail in TeamStaff's filings with the
U.S. Securities and Exchange Commission. The information in this release should
be considered accurate only as of the date of the release. TeamStaff expressly
disclaims any current intention to update any forecasts, estimates or other
forward-looking statements contained in this press release.

Contact Information:
TeamStaff, Inc.
300 Atrium Drive
Somerset, NJ 08873
(732) 748-1700 T. Kent Smith, President & CEO

CCG Investor Relations
15300 Ventura Boulevard, Suite 303
Sherman Oaks, CA 91403
(818) 789-0100
Crocker Coulson
Partner

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Statements in this press release regarding TeamStaff, Inc.'s business
which are not historical facts are "forward-looking statements" that involve
risks and uncertainties. For a discussion of such risks and uncertainties, which
could cause actual results to differ from those contained in the forward-looking
statements, see "Risk Factors" in the Company's Annual Report or Form 10-K for
the most recently ended fiscal year.