0001047469-04-007761 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Barry L. Edwards)
Employment Agreement • March 12th, 2004 • Sourcecorp Inc • Services-business services, nec

This Employment Agreement (the "Agreement") by and between SOURCECORP, Incorporated, a Delaware corporation, and SOURCECORP Management, L.P., a Texas limited partnership and indirect wholly owned subsidiary of SOURCECORP, Incorporated (collectively, the "Company"), and Barry L. Edwards ("Employee") is hereby entered into December 19, 2003 and effective as of January 1, 2004. This Agreement hereby supersedes any other employment agreements or understandings, written or oral, between the Company and Employee.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Michael S. Rupe)
Employment Agreement • March 12th, 2004 • Sourcecorp Inc • Services-business services, nec

This Amended and Restated Employment Agreement (the "Agreement") by and between SOURCECORP, Incorporated, a Delaware corporation, and SOURCECORP Management, L.P., a Texas limited partnership and indirect wholly owned subsidiary of SOURCECORP, Incorporated (collectively, the "Company"), and Michael S. Rupe ("Employee") is hereby entered into on December 19, 2003. This Agreement hereby supersedes any other employment agreements or understandings, written or oral, between the Company and Employee.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Ronald Zazworsky)
Employment Agreement • March 12th, 2004 • Sourcecorp Inc • Services-business services, nec

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into effective as of January 1, 2004 by and between Ronald Zazworsky ("Employee") and SOURCECORP, Incorporated, a Delaware corporation, and SOURCECORP Management, L.P., a Texas limited partnership and indirect wholly owned subsidiary of SOURCECORP, Incorporated (collectively, the "Company"). This Agreement hereby supersedes any other employment agreements or understandings, written or oral, between the Company and Employee.

ASSIGNMENT AGREEMENT October 24, 2003
Assignment Agreement • March 12th, 2004 • Sourcecorp Inc • Services-business services, nec • Texas

Reference is made to that Credit Agreement dated as of April 3, 2001 (as the same may be amended and in effect from time to time, the "Credit Agreement") among Sourcecorp, Incorporated, the Lenders named therein (the "Lenders") and Bank of American, N.A., as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. This assignment and acceptance is being executed pursuant to Section 13.8 of the Credit Agreement.

EXTENSION AGREEMENT
Extension Agreement • March 12th, 2004 • Sourcecorp Inc • Services-business services, nec • Texas

This Extension Agreement shall be construed in accordance with and governed by the law of the State of Texas. This Extension Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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