Item 1.01 Entry into a Material Agreement

On March 12, 2010, Medical Connections Holdings, Inc. (the "Company") entered into a stock purchase agreement ("Stock Purchase Agreement") with the shareholders pursuant to which the Company will acquire all of the issued and outstanding capital stock of Trustaff Management, Inc., an Ohio corporation and its five wholly-owned limited liability companies. Trustaff's is a national health care staffing company with approximately 100 corporate staff supporting 500 healthcare professional working at various clients throughout the United States. Based on financial information provided to the Company, Trustaff had revenues in excess of $42 million during fiscal 2009, with profits in excess of $4.4 million. Trustaff's executive offices are located in Cincinnati, Ohio.

Under the terms of the Stock Purchase Agreement, the Company expects to pay a purchase price equal to approximately $26 million in cash, with $19.5 million payable in cash at the closing, $4 million payable pursuant to a three year promissory note and $2.5 million will be placed in escrow to be used to fund any indemnification claims relating to certain tax liabilities. The Company will also issue 1.5 million shares of its common stock to the Trustaff shareholders at the closing. The purchase price is subject to adjustments following the closing.

At the closing, the Company will also enter into employment agreements with four key employees/founders of Trustaff. The closing of the transaction, which is currently expected to occur in the second quarter of this calendar year, is subject to customary closing conditions, including the Company's receipt of adequate financing to close the transaction. There can be no assurances that the Company will be able to close this transaction.

Cautionary Note Regarding Forward-looking Statements

This Form 8-K contains one or more forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, the Company's ability to complete the acquisition of Trustaff and the expected timing of the closing of the transaction. Forward-looking statements are identified by words such as "will," "expected," "believe" and other similar words. The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. A variety of known and unknown risks and uncertainties could cause actual results to differ materially from the anticipated results which include, but are not limited to: satisfaction of all conditions required for closing, including securing adequate financing, adverse developments in Trustaff's business, and unanticipated expenses. In addition, other risks and uncertainties not presently known to the Company or that the Company consider immaterial could affect the accuracy of any such forward-looking statements. The Company does not undertake any obligation to update any forward-looking statements to reflect events that occur or circumstances that exist after the date on which they were made. Additional risks and uncertainties include those detailed from time to time in Company's publicly filed documents, including its annual report on Form 10-K for its fiscal year ended December 31, 2008

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