UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A(Amendment No. 1)

|(Mark One)                                  |  |                                                                                         
|------------------------------------------- |  | ----------------------------------------------------------------------------------------
|ý                                           |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended December 31, 2005
|OR                                         
|o                                           |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to

Commission file number 0-27444

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SOURCECORP, Incorporated(Exact name of Registrant as specified in its charter)

DELAWARE

75-2560895(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)3232 MCKINNEY AVE.,
SUITE 1000, DALLAS, TEXAS

75204(Address of principal executive offices)

(zip code)(214) 740-6500Registrant's telephone number, (including area code)Securities registered pursuant to Section 12(b) of the Act:TITLE OF EACH CLASS

NAME OF EACH EXCHANGE
ON WHICH REGISTEREDNone

None


Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, PAR VALUE $.01 PER SHARE(Title of Class)

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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes o    No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes o    No ý

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past
90 days.    Yes ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.    Yes ý    No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act
Rule 12b-2).    Yes ý    No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes o    No ý

The aggregate market value of voting stock held by non-affiliates of the Registrant as of June 30, 2005 (the last business day of the Company's
most recently completed second fiscal quarter) was $310,747,394 million based on the last sale price of $19.82 of the Registrant's Common Stock, $.01 par value per share, on the Nasdaq National
Market on June 30, 2005.

As
of April 21, 2006, 15,683,452 shares of the Registrant's Common Stock were outstanding (excluding 518,099 shares of unvested restricted stock).



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EXPLANATORY NOTE

Parts and Items Amended

We
hereby amend Part III of our annual report on Form 10-K for the fiscal year ended December 31, 2005 filed with the Securities and Exchange Commission
on March 31, 2006, to include information previously contemplated to be incorporated by reference.

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PART III

ITEM
10.Directors and Executive Officers of the Registrant



The
following sets forth certain information concerning each of our directors as of April 21, 2006:

Thomas
C. Walker, age 73, has been our Chairman of the Board since our inception in September 1994 and has been our Chief Development Officer since November 1995. From
September 1994 until November 1995, Mr. Walker held the positions of President and Chief Executive Officer. From August 1991 to December 1994, Mr. Walker was
Vice President, Corporate Development, of Laidlaw Waste Systems, Inc., a subsidiary of Laidlaw, Inc., a waste management company, where he was responsible for its acquisition and
divestiture program in the United States and Mexico. Mr. Walker has been responsible for the acquisition or divestiture of several hundred businesses over a 30-year period.
Mr. Walker is a director of RenewData, a private technology provider of electronic evidence services and preservation archiving. Mr. Walker holds a B.S. in Industrial Engineering from
Lafayette College.

Ed
H. Bowman, Jr., age 59, has been our President and Chief Executive Officer and a Director since November 1995. From 1993 to 1995, Mr. Bowman was Executive Vice President
and Chief Operating Officer of the Health Systems Group for First Data Corporation, a financial services company. Mr. Bowman was responsible for the day-to-day
operations of research and development, marketing and customer service. From 1983 to 1993, Mr. Bowman served in a number
of executive positions with a leading healthcare information systems company; responsibilities included VPInternational, VPMarketing, Senior VPCustomer Services,
Group Senior VPResearch and Development, and last serving as Executive Vice President and Chief Operating Officer with responsibility for domestic operations. Prior to 1983,
Mr. Bowman was with Andersen Consulting (currently known as Accenture), where he was elected a Partner. Mr. Bowman holds an M.S. degree from Georgia Institute of Technology and a B.B.A.
from Georgia State University. Mr. Bowman has served on the Board of the Advanced Technology Development Center at Georgia Tech. Mr. Bowman currently serves on the Advisory Board of the
Robinson School of Business at Georgia State University.

G.
Michael Bellenghi, age 57, has been one of our Directors since May 2003, and prior to that from the consummation of the Company's IPO until his resignation, which was effective
May 11, 1999. A certified public accountant, Mr. Bellenghi began his career in the public accounting profession, where he spent more than 20 years with the firm Deloitte &
Touche LLP. A partner in the firm's audit function, Mr. Bellenghi served as the Partner-in-Charge of the Philadelphia office Healthcare Practice for 10 years
until 1990. In 1991, he co-founded and served as Managing Partner of a management-consulting firm, which provided a vast array of strategic, operational and financial support to various
sectors of the healthcare industry. From 1995 to 1999, Mr. Bellenghi also served as Chairman and CEO of Recordex, a subsidiary of the Company. Mr. Bellenghi is former Chairman and
currently a member of the Board of Trustees of The Center for Autistic Children of Philadelphia. He is also a member of the Board of Directors of Riddle Memorial Hospital, a private nonprofit hospital
located in Media, PA. Mr. Bellenghi holds a B.S. in Accounting from LaSalle University, and is a member of both the American and the Pennsylvania Institutes of Certified Public Accountants.

Michael
J. Bradley, age 61, has been one of our Directors since January 1996. From January 1991 through January 1996, Mr. Bradley has served as a principal
and as a member of the Board of Directors of the predecessor of one of our subsidiaries, Recordex. Recently, Mr. Bradley served as the Senior Associate Dean of Drexel University School of
Medicine and is Managing Director of B F Healthcare, Inc. From 1988 to 1998 Mr. Bradley served as Chairman of First Executive Bank, and from 1998 to 2003 he served as Vice Chairman of
First Republic Bank. Mr. Bradley is a member of the

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Board
of Directors and Audit Committee of Resource America, Inc., a Nasdaq quoted company and serves on the Board of Directors and Audit Committee of Bancorp Bank, also a Nasdaq quoted company.
From May 1994 through 1997, Mr. Bradley was Executive Vice President of Mercy Health Corporation of Southeast Pennsylvania. Prior to joining Mercy Health Corporation, Mr. Bradley
served as President and Chief Executive Officer of several healthcare organizations, including Thomas Jefferson University Hospital and North Philadelphia Health System, both of which are located in
Philadelphia, and the Columbia Presbyterian Medical Center in New York City. Mr. Bradley is a certified public accountant and holds a B.S. in Business Administration from Drexel University.

David
Lowenstein, age 44, has been one of our Directors since February 1995. Since January 2000, Mr. Lowenstein has also been a Consultant to us. From
February 1995 to December 1999, Mr. Lowenstein was our Executive Vice PresidentCorporate Development and Acquisitions. From
November 1997 through December 1999, Mr. Lowenstein was our Treasurer. From July 1996 through November 1997, Mr. Lowenstein held the additional position of
our Chief Financial Officer. From February 1994 until joining us, Mr. Lowenstein served as Vice President, Business Development of Laidlaw Waste Systems, Inc., with overall
responsibility for Laidlaw Waste System's acquisition and divestiture program in North America. Mr. Lowenstein has been responsible for the acquisition or divestiture of over 75 businesses in
North America and Europe. Mr. Lowenstein holds a B.A. in Economics from Sir Wilfred Laurier University and an M.S. in Public and Business Administration from Carnegie Mellon University.
Mr. Lowenstein is a citizen of Canada.

Donald
F. Moorehead, Jr., age 55, has been one of our Directors since January 1995. Mr. Moorehead currently serves as Chairman of the Board of Worldwide Rock Enterprises,
L.P., a distributor of masonry and stone materials. From January 2002 until June 2005, Mr. Moorehead served as Chairman and Chief Executive Officer of General Waste Corporation, a
private non-hazardous solid waste company. From January 1998 until 2002, Mr. Moorehead was initially Vice Chairman of the Board and later Chairman of the Board and Chief
Executive Officer of EarthCare Company, a liquid waste company. In April 2002, EarthCare filed for Chapter 11 bankruptcy protection. Mr. Moorehead is the founder of U.S.A. Waste
Services, Inc., which subsequently acquired the largest solid waste company in the world. From October 1990 through May 1994, he served as its Chairman of the Board and Chief
Executive Officer, from 1994 through August 1997, he served as Vice Chairman and Chief Development Officer. Mr. Moorehead was Chairman of the Board and Chief Executive Officer of
Mid-American Waste Systems, Inc., a waste management company, from its inception in December 1985 until August 1990 and continued as a director until
February 1991. From 1977 until 1984, Mr. Moorehead served in various management positions with Waste Management, Inc. From November 1996 through June 2003,
Mr. Moorehead served as a director of Environmental Research and Education Foundation, an independent non-profit organization that funds research and education relating to the
environmental services industry. Mr. Moorehead was inducted to the EIA Hall of Fame on June 10, 1998. Mr. Moorehead holds a B.S. in Engineering Mathematics from the University of
Tulsa.

The
Hon. Edward M. Rowell, age 74, has been one of our Directors since January 1996. From April 1990 to August 1994, Mr. Rowell served as the United States
Ambassador to Luxembourg, from January 1988 to April 1990 as the United States Ambassador to Portugal and from August 1985 to January 1988 as the United States Ambassador
to Bolivia. He is currently a director of the American Academy of Diplomacy and a director/member of the Budget and Finance Committees of the Association for Diplomatic Studies and Training and the
DACOR-Bacon House Foundation, each of Washington, D.C. Mr. Rowell holds a B.A. in International Relations from Yale University and was a Sloan Executive Fellow at the Stanford University
Graduate School of Business.

Marc.
A. Weisman, age 53, became a director of the Company in August 2005. From 1988 through 1995, Mr. Weisman served as Chief Financial Officer and Chief Investment
Officer of ADCO Group. In 1996, Mr. Weisman served as a director of the Principal Transactions Group of Credit Suisse First

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Boston.
Mr. Weisman founded Sagaponack Partners and Sagaponack Management in 1997 and served as the co-manager until 2005. From 2001 through 2005, Mr. Weisman served as
Partner and Managing Director of JANA Partners. Mr. Weisman presently serves on the Board of Directors of Ustman Industries (k/n/a UST Liquidating Corp.) and Artesyn Technologies, Inc.
Mr. Weisman holds a BA from Temple University, a JD from Temple Law School and an LLM from NYU Law School.



Corresponding information with respect to the Company's executive officers was previously filed under Part I, Item 1 of this Annual Report on
Form 10-K.



The members of our Audit Committee presently are Mr. Bellenghi (Chairman), Mr. Bradley, Mr. Moorehead and Mr. Rowell. Each of these
individuals is "independent" as currently defined in Rule 4200(a)(15) of the NASD's listing standards. Further, our Board has determined that our Audit Committee has at least two members,
Messrs. Bellenghi and Bradley, who qualify as "audit committee financial experts" as defined by rules promulgated by the SEC. The Company has had a standing audit committee since the
consummation of the Company's initial public offering in 1996. The Audit Committee is formed in accordance with Section 3(a)58(A) of the Exchange Act, and currently acts pursuant to the written
Audit Committee Charter most recently amended by the Board of Directors on December 2, 2003. A copy of such charter was attached as Appendix "A" to the Proxy Statement for our 2004 annual
meeting of stockholders and is available on the Company's website at www.srcp.com. Our Audit Committee meets regularly with our independent registered public accounting firm outside the presence of
management as well as with the head of our internal audit department. Our Audit Committee is authorized to engage outside counsel and other advisors as may be necessary to carry out their duties. Our
Audit Committee is generally responsible for appointing our independent registered public accounting firm and overseeing our accounting and internal audit functions, including reviewing, with our
independent registered public accounting firm: (i) the general scope of their audit services and the annual results of their audit; (ii) the reports and recommendations made to our Audit
Committee by the independent registered public accounting firm; and (iii) our internal control structure. Our Audit Committee held eleven meetings (four of which were held in connection with
various Board meetings) during 2005.



If the prospective Merger announced by the Company on March 8, 2006, is completed, we will not hold a 2006 annual meeting of stockholders. See Item 12.
Potential Merger. If the Merger is not completed, you will continue to be entitled to attend and participate in our annual stockholder meetings. At any meeting of stockholders, any stockholder may
nominate one or more persons for election as directors if the stockholder has given timely notice thereof in proper written form; provided that such stockholder (i) is a stockholder of record
at the time of giving of the notice discussed below and (ii) will be entitled to vote at such annual meeting of stockholders.

To
be in proper written form, a stockholder's notice to us shall set forth: (a) a brief description of the persons nominated and the reasons for making such nomination;
(b) the name and address, as they appear on our books, of the stockholder making such nomination, and the name and address of the beneficial owner, if any, on whose behalf the nomination is
made; (c) the class and number of shares of the Company that are owned beneficially and of record by such stockholder of record and by the beneficial owner, if any, on whose behalf the
nomination is made; (d) with respect to any nomination, (i) a description of all arrangements and understandings (whether or not in writing) between the stockholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made, (ii) the name, age, business address

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and
residence address of such nominee, (iii) the class and number of shares of capital stock of the Company owned beneficially and of record by such nominee and (iv) the written consent
of the proposed nominee to being named in the solicitation material and to serving as a director if elected; (e) a description of any negotiations, transactions or contacts during the past two
years between the stockholder or its affiliates and any other person (including the identity of such other person) concerning (i) any take-over bid, tender offer, exchange offer,
merger, consolidation, business combination, recapitalization, restructuring, liquidation, dissolution, distribution, stock purchase or other extraordinary transaction involving the Company or any of
its subsidiaries or the assets or securities of the Company or any of its subsidiaries and (ii) any solicitation of proxies or consents from stockholders, any stockholder proposal, the
election, removal or appointment of directors or executive officers of the Company or any of its subsidiaries or the policies, affairs or strategy of the Company or any of its subsidiaries; and
(f) such other information regarding each nominee to be proposed as would be required to be included in solicitations of proxies, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended.

A
stockholder may nominate directors for election at any meeting of stockholders if stockholder complies with the foregoing procedures provided that recommendations are timely made. To
be timely, such recommendations must be delivered to or mailed and received at the principal executive offices of the corporation (SOURCECORP, Incorporated, Attn: Secretary, 3232 McKinney Avenue,
Suite 1000, Dallas, Texas 75204) not less than 90 days nor more than 120 days prior to the stockholders' meeting;
provided, however, that if less than 100 days' notice or other prior public disclosure of the date of the meeting is given or made to the stockholders, notice by the stockholder to be timely
must be received no later than the close of business on the 10th day following the earlier of the day on which notice of the date of the meeting was mailed or other public disclosure was
made.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers and directors and persons who own more than 10% of our common stock
to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulation to furnish us with copies of all Sections 16(a) forms they file.

Based
solely on our review of the copies of such forms received by us with respect to fiscal 2005, or written representations from certain reporting persons, to the best of our
knowledge, all reports were filed on a timely basis.



The Company maintains a Code of Ethics applicable to its employees, officers and directors, specifically including the CEO, CFO and other financial professionals,
including the principal accounting officer. Only the Board of Directors can amend or grant waivers from the provisions of the Code relating to Directors or Executive Officers, and any such amendments
or waivers will be promptly posted athttp://www.srcp.com.The Code of Ethics applicable to the CEO, CFO and other financial professionals is available
by sending a written request toSOURCECORP, Incorporate, 3232 McKinney Avenue, Suite 1000, Dallas, Texas 75204, attn: Charles S. Gilbert, Senior
Vice President, General Counsel and Secretary.

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ITEM 11.Executive Compensation

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the annual and long-term compensation earned during the last three fiscal years by our Chief
Executive Officer and each of our other four most highly compensated executive officers (collectively, the "named executive officers").

|                                                                      |  |                |  | Annual Compensation     |  | Long Term Compensation  |  |                      |             
|--------------------------------------------------------------------- |  | -------------- |  | ----------------------- |  | ----------------------- |  | -------------------- | ------------
|
|
|Ed H. Bowman, Jr.
President and Chief
Executive Officer               |  | 2003
2004
2005 |  | 575,000
635,000
675,000 |  | 650,000
325,000
675,000 |  | 27,257
40,833
55,532 | (4)(7)(9)   
|Thomas C. Walker
Chairman of the Board
and Chief Development
Officer  |  | 2003
2004
2005 |  | 330,000
340,000
350,000 |  | 215,000
125,000
227,500 |  | 23,942
23,722
24,187 | (11)(11)(13)
|Barry L. Edwards
Executive Vice President
and Chief Financial
Officer |  | 2003
2004
2005 |  | 308,000
340,000
360,000 |  | 220,000
175,000
234,000 |  | 23,119
23,192
22,529 | (14)(15)(16)
|Kerry D. Walbridge
Division President
Business Process
Solutions     |  | 2003
2004
2005 |  | 275,000
300,000
320,000 |  | 175,000
150,000
240,000 |  | 23,659
22,867
21,249 | (17)(18)(20)
|David Delgado
PresidentLegal Claims
and Consulting                   |  | 2003
2004
2005 |  | 200,000
250,000
275,000 |  | 200,000
100,000
206,250 |  | 3,781
20,050
21,240  | (21)(22)(24)

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AGGREGATED OPTION/WARRANT EXERCISES IN LAST FISCAL YEAR AND  FISCAL YEAR END OPTION/WARRANT VALUES

The following table provides information, with respect to the named executive officers, concerning options and warrants held as of December 31, 2005. None
of our named executive officers exercised any options or warrants to purchase our common stock in 2005.

|                                                                      |  |   |  |   |  | Number of Securities
Underlying Unexercised
Options and Warrants at
Fiscal Year End (#) |  | Value of Unexercised
In-The-Money
Options and Warrants at
Fiscal Year End(1)($)
|--------------------------------------------------------------------- |  | - |  | - |  | --------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------
|
|
|Ed H. Bowman, Jr.
President and Chief
Executive Officer               |  |  |  |  |  | 861,075                                                                                 |  | 31,050                                                                         
|Thomas C. Walker
Chairman of the Board and Chief Development Officer  |  |  |  |  |  | 301,333                                                                                 |  | 11,250                                                                         
|Barry L. Edwards
Executive Vice President and Chief Financial Officer |  |  |  |  |  | 187,600                                                                                 |  | 10,000                                                                         
|Kerry D. Walbridge
Division PresidentBusiness Process Solutions      |  |  |  |  |  | 110,000                                                                                 |  | 5,000                                                                          
|David Delgado
Division PresidentLegal Claims and Consulting          |  |  |  |  |  | 68,813                                                                                  |  | 2,500                                                                          

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COMPENSATION OF DIRECTORS

Directors who are employees of the Company do not receive additional compensation for serving as Directors. Currently, each Director who is not an employee of the
Company receives a fee of $2,500 for attendance at each Board of Directors' Meeting; $2,000 for attendance at Audit Committee Meetings; $1,250 for attendance at all other committee meetings (unless
held on the same day as a Board of Directors' meeting); and $500 for the participation on a scheduled Board of Directors' or committee conference call. In 2005, each of the non-employee
directors received an annual retainer of $25,000. Non-employee Directors also receive an annual grant of shares of restricted stock (typically vesting in 20%/30%/50% annual increments),
the number of shares awarded currently is set to equal $40,000 divided by the average closing price of the Company's Common Stock for the 10 days prior to the applicable annual meeting. In
May 2005, all current non-employee Directors received a grant of 2,034 shares of restricted stock vesting in 20%/30%/50% annual increments. Mr. Weisman joined the Board of
Directors in August 2005 and concurrently received a grant of 1,789 shares of restricted stock vesting in 20%/30%/50% annual increments. All of our Directors are reimbursed for
out-of-pocket expenses incurred in their capacity as Directors. In 2005, the Board formed an M&A committee consisting of two of our independent directors, to assist in the
Company's exploration of strategic alternatives; the members of this committee were each paid an additional $25,000 retainer.

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EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS

Each of Messrs. Walker, Bowman, Burns, Davis, Delgado, Edwards, Gilbert, Walbridge and Zazworsky have entered into an employment agreement with us.
Mr. Bowman's agreement is for a term ending December 31, 2010, with an automatic annual five-year renewal unless prior notice of nonrenewal is given to him according to the
terms of the agreement. Mr. Walker's agreement is for a term ending December 31, 2007, with an automatic annual two-year renewal unless prior notice of nonrenewal is given to
him according to the terms of the agreement. Messrs. Burns, Davis, Delgado, Edwards, Gilbert, Walbridge and Zazworsky each have entered into an agreement for a term ending December 31,
2006. Pursuant to the employment agreements, each employee named above receives an annual base salary and is eligible for additional year-end bonus compensation.

Each
employment agreement provides that, in the event of a termination of employment by us without cause or by the employee for good reason, the employee will be entitled to receive from
us a lump-sum payment equal to the employee's then current salary for the greater of two years or the remainder of the term under the agreement in the case of Messrs. Bowman and
Walker;
and one year's salary in the case of Messrs. Burns, Davis, Delgado, Edwards, Gilbert, Walbridge and Zazworsky. Further, in the case of Messrs. Burns, Davis, Delgado, Edwards, Gilbert,
Walbridge and Zazworsky, in the event such employee is terminated by us without cause within the first six months of the year following the expiration of their employment agreement term, and their
agreement has not been replaced, such employee will be entitled to receive as severance their base monthly salary times the remaining number of months in that calendar year.

In
the event of a change in control, the employee will be entitled to a lump-sum severance payment of 5 times the sum of annual salary and maximum bonus in the case of
Mr. Bowman; 3.64 times in the case of Mr. Walker (subject to an amendment as further described below); 3 times in the case of Messrs. Edwards and Walbridge; 2 times in the case of
Messrs. Davis, Delgado, Gilbert, and Zazworsky; and 1 times in the case of Mr. Burns. However, in the case of Messrs. Burns, Davis, Delgado, Edwards, Gilbert, Walbridge and
Zazworsky, in the event of a change of control, the Company may require that such employee remain employed by the Company up to one year following such change in control as a condition to receiving
such payment. In the case of Messrs. Bowman and Walker, such employees would have a two year period following a change in control to terminate their employment and receive such severance.
Further, in the case of a termination of the employment agreements of Messrs. Bowman or Walker in connection with a change in control, such respective employees would be entitled to the
continuation of certain benefits, including insurance coverage, for a period of three years. Additionally, each such executive employment agreement provides that if any payment or benefit received by
the executive officer gives rise to an excise tax on "parachute payments", the executive officer is also entitled to a "gross-up" payment in an amount that would place the executive
officer in the same after-tax position that he or she would have been in if no excise tax had applied.

Mr. Walker's
employment agreement was amended (the "Walker Amendment") in connection with the execution of the Merger agreement and prospective Merger announced by the Company on
March 8, 2006. See Item 12. Potential Merger. The Walker Amendment reduces the change in control severance payment Mr. Walker is due upon a qualifying termination of his employment in
connection with a change in control of the Company from 3.64 times the sum of his annual salary plus maximum bonus opportunity in effect immediately prior to the change in control (estimated to be
$2,102,100) to $1,807,736. The Walker Amendment becomes effective at the effective time of the Merger, but will terminate without effect if, at the effective time of the Merger, Mr. Delgado is
not an employee of the Company or is not an equity holder on specified terms of the prospective acquirer of the Company under the Merger agreement.

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Each
of the employment agreements for Messrs. Bowman, Walker, Burns, Davis, Delgado, Edwards, Gilbert, Walbridge and Zazworsky contains a covenant not to compete with us for a
period of two years following termination of employment (and one year in the case of Mr. Burns), provided that in the event of a termination of employment by us without cause, or by employee
for good reason, the term of a portion of the covenant not to compete contained in the employment agreement will be shortened to one year.

Messrs. Bowman,
Delgado and Walbridge have executed new employment arrangements with the prospective acquirer of the Company under the Merger agreement and effective at the
effective time of the merger, their pre-existing employment agreements with the Company will terminate, subject to certain exceptions. In addition, Mr. Delgado will receive a cash
bonus at the effective time of the Merger equal to $1,225,381.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In 2005, our Compensation Committee consisted of Messrs. Bradley, Moorehead and Rowell. All of the members of the Compensation Committee are independent,
non-employee Directors and are not former officers of the Company. During 2005, no executive officer served as a member of the board of directors or on the compensation committee of a
company where any of its executive officers served on our Compensation Committee or on our Board of Directors.

EXECUTIVE COMPENSATION

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

Our Compensation Committee is comprised of independent, non-employee directors, and subject to the employment agreements described above, reviews and
recommends to our Board of Directors for its approval the salaries and bonuses of our executive officersThomas C. Walker, Chairman of the Board and Chief Development Officer; Ed H.
Bowman, Jr., President and Chief Executive Officer; Ralph Burns, Vice President of Corporate Development; Steve Davis, Chief Information Officer; David Delgado, PresidentLegal Claims and
Consulting Division; Barry L. Edwards, Executive Vice President and Chief Financial Officer; Charles S. Gilbert, Senior Vice President, General Counsel and Secretary; Kerry Walbridge,
PresidentBusiness Process Solutions Division; and Ronald Zazworsky, PresidentHealthSERVE Division. In addition, our Compensation Committee makes recommendations to our Board
with respect to the granting of stock options and restricted stock under our 2002 Plan and/or warrants to selected Directors, executive officers and other key employees.

Compensation Philosophy

Our executive compensation program is designed to integrate compensation with the achievement of our short-term and long-term business
objectives and to assist us in attracting, motivating and retaining the highest quality executives.

Executive
compensation is primarily comprised of three components: (i) a base salary, which attracts talented employees and contributes to motivating and rewarding individual
performance; (ii) an incentive bonus of cash, which integrates financial reward with the achievement of our short-term performance objectives; and (iii) a stock option and/or
restricted stock incentive award program, which is intended to promote the achievement of long-term performance goals and to align the long-term interests of our executive
officers with those of our stockholders. In addition to the above components, executive compensation also includes employee benefits, which are intended to help maintain competitiveness with those
benefits offered by other companies to their executives.

The
base salary and incentive bonus payable to each of our executive officers are typically governed by employment agreements entered into by us with each of these executive officers.
See "Employment Contracts, Termination of Employment and Change-in-Control Arrangements", above. Our Compensation Committee conducts ongoing reviews of these employment
agreements or other

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salary
and bonus arrangements to help ensure that they are consistent with our Compensation Committee's then current philosophy. In this regard, in 2004, the Compensation Committee utilized an
independent compensation consultant (which it had rotated from the prior year to help maintain an independent and fresh look at the Company's executive compensation) to assist in the review and
establishment of 2005 compensation levels. Further, in reviewing and setting compensation, the Compensation Committee takes into account the complexity of the Company, the diverse service offerings
that the Company's executives manage and the committee's goal of attracting, retaining and motivating talented and mobile executives in a competitive sector.

Our
Compensation Committee prefers that compensation paid to our Chief Executive Officer and the other executive officers named in the Summary Compensation Table not be subject to the
limitation on tax deductibility under Section 162(m) of the Internal Revenue Code, as amended (the "Code"), so long as this can be achieved in a manner consistent with the committee's other
objectives. Section 162(m) generally eliminates a corporation's tax deduction in a given year for payments to certain named executive officers in excess of $1 million, unless the
payments result from "qualified performance-based compensation." The deductibility of some types of compensation payments can depend upon the timing of an executive's vesting or exercise of previously
granted rights. Further, interpretations of and changes in applicable tax laws and regulations as well as other factors beyond the committee's control also can affect deductibility of compensation.
For these and other reasons, the Compensation Committee does
not necessarily seek to limit executive compensation to that deductible under Section 162(m) of the Code. For 2005, the Company had approximately $500,000 in compensation that exceeded the
limitations of Section 162(m).

Base Salary Compensation

Our Compensation Committee continues to believe that the retention of executives who have developed the skills, knowledge and expertise required to lead our
organization, in a complex business environment is vital to our competitive strength. Our Compensation Committee further believes that attracting other key employees who can supplement the efforts of
our existing executives is absolutely critical. To this end, it is our Compensation Committee's policy to continue to establish base pay at competitive levels.

Incentive Bonus Compensation

Our Compensation Committee believes that compensation should vary with corporate performance and that a significant portion of compensation should continue to be
linked to the achievement of business goals. Under our employment agreements with our executive officers, the incentive bonus award component of their compensation is based on the achievement of
certain levels of operating profitability or such other criteria as may be designated on an annual basis. The Compensation Committee has from time to time made discretionary grants or adjustments to
such awards, such as to reward extraordinary effort or performance that was not contemplated by the original bonus criteria, to adjust for unusual items not deemed reflective of the Company's core
business performance, or to recognize efforts on matters that may have a short term negative impact on the Company's operating results (such as strategic divestitures), but that are intended to have a
long term benefit to the Company. The Compensation Committee reviews and makes recommendations to our Board with respect to this incentive component on at least an annual basis (and on such matters
our directors who are executive officers do not vote).

Grants of Stock Options and Awards

It is the policy of our Compensation Committee to award stock options, restricted stock or similar awards to our executive officers and other key employees to
align their interests with those of our long-term investors and to help attract and retain these persons. Restricted stock provides value on a greater or lesser basis as the value of our
common stock goes up or down following vesting. Options or

11

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similar
awards provide value to the recipients only if and when the market price of our common stock increases above the option or warrant grant price. To that end, there is ongoing review by the
Committee of the market price of our common stock and the grant price of options or similar awards. It is our Committee's goal to preserve these incentives as effective tools in motivating and
retaining executives.

No
options to purchase shares of our common stock were granted to executive officers in 2005. In 2005, 251,959 shares of restricted stock were awarded to the executive officers and
non-employee directors. Such grants made to executive officers were designed to cliff-vest in 2009, or accelerate upon the achievement of designated performance criteria. To
date, the vesting of such grants has not accelerated. Our Compensation Committee intended for such grants and awards to provide a meaningful long-term incentive to those individuals who
have been identified as key to our future success, to help retain the services of these persons and to further link compensation to our overall performance. Under the terms of the Company's 2002 Long
Term Incentive Plan, grants of restricted stock and options typically vest upon the occurrence of a change in control of the Company as defined in such Plan.

Additional Benefits

The Company does not maintain a defined benefit or similar retirement plan for its executive officers. The Company had maintained a Non-Qualified
Retirement Plan through which certain employees deferred a portion of their income; however, in 2005, the Company determined that new regulations relating to such plans made such plans less flexible
and attractive to participants, and as a result, the Company terminated its Non-Qualified Retirement Plan in May 2005. Additional executive benefits include a car allowance, and a
capped reimbursement benefit for certain designated expenditures.

General

If any of the above benefits, either alone or together with any other payments or benefits to covered senior executive employees, including any named executive
officers, would constitute an "excess parachute payment" subject to the excise tax under certain provisions of the Internal Revenue Code, the senior executive employment agreements provide that an
additional payment would be made to each affected covered employee so that such excise tax is reimbursed on a net after-tax basis.

Compensation of our Chief Executive Officer

Our Compensation Committee considers several factors in establishing our Chief Executive Officer's compensation package, including market pay practices,
performance level, contributions toward achievement of strategic goals and our overall financial and operating success.

As
noted above, in 2004, the Compensation Committee utilized a compensation consultant to assist in the review and establishment of 2005 compensation levels. Following such review, in
2004, the Compensation Committee increased Mr. Bowman's base salary by $40,000 (or approximately 6%).

In
furtherance of its philosophy of providing a long term incentive as part of overall executive compensation, the Compensation Committee awarded Mr. Bowman 75,000 shares of
restricted stock in 2005, which were designed to cliff-vest in 2009, or accelerate upon the achievement of designated performance criteria. To date, no portion of such grant has vested.
The Compensation Committee did not award Mr. Bowman, or any other executive officer, any options to acquire shares of the Company in 2005.

THE
COMPENSATION COMMITTEE

Donald
F. Moorehead, Jr., Chairman
Michael J. Bradley
Hon. Edward M. Rowell

12

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PERFORMANCE GRAPH

The following graph compares, on a dividend reinvestment basis, the cumulative total return of our common stock with Standard & Poor's 500 composite stock
price index, Standard & Poor's 600 SmallCap composite stock price index and the NASDAQ Computer & Data Processing Services composite stock price index for the period from
December 31, 2000 through December 31, 2005, assuming $100 was invested on December 31, 2000 in each case.

The
NASDAQ Computer & Data Processing Services composite index is prepared by the Center for Research in Security Prices at the University of Chicago by reference to NASDAQ
companies with businesses that fall within Standard Industrial Classification 737 (Business Services: Computer Programming and Data Processing, including data preparation, processing and information
retrieval services). The NASDAQ Stock Market provides this index to NASDAQ-listed companies for use in their stock performance charts. In order to compare our performance with relevant and readily
ascertainable indices, we have adopted this index in lieu of constructing a custom peer group of business process outsourcing companies. For similar reasons, we have voluntarily included the S&P 500
Stock Index, in addition to our chosen broad based index of the S&P 600 SmallCap Composite Stock Price Index. The performance of our common stock reflected below is not necessarily indicative of
future performance.

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN.

GRAPHIC

ASSUMES $100 INVESTED ON DEC. 31, 2000
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 2005

13

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ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS,  DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information, as of April 21, 2006, regarding the beneficial ownership of our common stock by (i) each person
known to beneficially own more than 5% of our common stock; (ii) each Director, Director nominee and each named executive officer; and (iii) all Directors and named executive officers as
a group. Unless otherwise indicated, the address of each person listed below is c/oSOURCECORP, Incorporated, 3232 McKinney Avenue, Suite 1000, Dallas,
Texas 75204. All persons listed have sole voting and investment power with respect to their shares unless otherwise indicated. At April 21, 2006, there were 16,201,550 shares of our common
stock outstanding (excluding 36,670 shares of our common stock held by one of our wholly-owned subsidiaries).

|Name of Beneficial Owner                                                                 |  | Shares Owned |     | Percent of
Outstanding
Common Stock |  
|---------------------------------------------------------------------------------------- |  | ------------ | --- | ----------------------------------- | -
|Jana Partners LLC.(1)
201 Post Street, Suite 1000
San Francisco, CA 94108                |  | 2,065,192    |     | 12.75                               | %
|FMR Corp.(2)
82 Devonshire Street
Boston, MA 02109                                       |  | 1,841,203    |     | 11.36                               | %
|Dimensional Fund Advisors Inc.(3)
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401   |  | 1,273,717    |     | 7.86                                | %
|Barclays Global Investors, NA and affiliate(4)
45 Fremont Street
San Francisco, CA 94105 |  | 1,242,738    | (5) | 7.67                                | %
|Sowood Capital Management LP(6)
500 Boylston Street, 17th Floor
Boston, MA 21202         |  | 1,046,304    | (7) | 6.46                                | %
|Other:                                                                                   |  |              |     |                                     |  
|Ed H. Bowman, Jr.(8)                                                                     |  | 1,106,077    |     | 6.47                                | %
|Ralph Burns(9)                                                                           |  | 35,000       |     | *                                   |  
|Stephen W. Davis(10)                                                                     |  | 61,683       |     | *                                   |  
|David Delgado(11)                                                                        |  | 100,540      |     | *                                   |  
|Barry L. Edwards(12)                                                                     |  | 250,120      |     | 1.53                                | %
|Charles S. Gilbert(13)                                                                   |  | 155,570      |     | *                                   |  
|Kerry D. Walbridge(14)                                                                   |  | 166,839      |     | 1.02                                | %
|Thomas C. Walker(15)                                                                     |  | 402,925      |     | 2.44                                | %
|Ronald Zazworsky(16)                                                                     |  | 222,677      |     | 1.36                                | %
|G. Michael Bellenghi(17)                                                                 |  | 6,694        |     | *                                   |  
|Michael J. Bradley(18)                                                                   |  | 19,694       |     | *                                   |  
|David Lowenstein(19)                                                                     |  | 31,194       |     | *                                   |  
|Donald F. Moorehead, Jr.(20)                                                             |  | 11,694       |     | *                                   |  
|Hon. Edward M. Rowell(21)                                                                |  | 14,494       |     | *                                   |  
|Marc Weisman(22)                                                                         |  | 1,789        |     | *                                   |  
|All Directors and executive officers as a group (15 persons)(23)                         |  | 2,586,990    |     | 14.22                               | %

14

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15

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EQUITY COMPENSATION PLAN INFORMATION

The following table provides the indicated information as of December 31, 2005, regarding the Company's equity compensation plans.

|Plan Category                                              |  | Number of securities
to be issued upon exercise
of outstanding options,
warrants and rights |     | Weighted-average
exercise price of
outstanding options,
warrants and rights |       | Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in first column) |        
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- | --- | --------------------------------------------------------------------------- | ----- | --------------------------------------------------------------------------------------------------------------------------------------------- | -------
|Equity compensation plans approved by security holders     |  | 2,539,289                                                                                   | (1) | $                                                                           | 26.54 |                                                                                                                                               | 589,601
|Equity compensation plans not approved by security holders |  | 531,009                                                                                     | (4) | $                                                                           | 28.78 |                                                                                                                                               | 0      
|Total                                                      |  | 3,070,298                                                                                   |     | $                                                                           | 26.93 |                                                                                                                                               | 589,601

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16

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Potential Merger

On March 8, 2006, the Company announced that it had entered into an Agreement and Plan of Merger, dated as of March 7, 2006 (the "Merger
Agreement"), among the Company, CorpSource Holdings, LLC ("Purchaser") and CorpSource MergerSub, Inc. ("Merger Sub"). Purchaser and Merger Sub are entities affiliated with Apollo Management,
L.P. ("Apollo"). The Merger Agreement contemplates that Merger Sub will be merged with and into the Company (the "Merger") and each outstanding share of common stock of the Company will be converted
into the right to receive $25.00 per share in cash, without interest. The consummation of the Merger is subject to various customary conditions, including adoption of the Merger Agreement by the
Company's stockholders, expiration of the antitrust waiting
period, the absence of a material adverse change in the Company's business and the receipt of committed debt financing by Purchaser. No assurance can be given that such conditions will be satisfied or
waived.

The
Merger Agreement contains representations and warranties by the Company, Purchaser and Merger Sub. The representations and warranties reflect negotiations between the parties to the
Merger Agreement and, in certain cases, merely represent allocation decisions among the parties and may not be statements of fact. As such, the representations and warranties are solely for the
benefit of the parties to the Merger Agreement and may be limited or modified by a variety of factors, including: subsequent events, information included in public filings, disclosures made during
negotiations, correspondence between the parties and disclosure schedules to the Merger Agreement. Accordingly, the representations and warranties may not describe the actual state of affairs at the
date they were made or at any other time and you should not rely on them as statements of fact.

ITEM
13.Certain Relationships and Related Transactions

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

COMPANY POLICY

It is our policy that transactions with our directors and executive officers, if any, will be reviewed, and if appropriate approved, by the Audit Committee of our
Board of Directors. Any such transactions are intended to be on terms no less favorable to us than could be obtained from unaffiliated third parties. We did not have any transactions with any of our
directors or executive officers in 2005 other than compensation related matter.

17

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ITEM
14.Principal Accounting Fees and Services

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Independent Registered Public Accounting Firm's Fees

The following table summarizes the aggregate fees billed to the Company for each of the last two fiscal years for professional services rendered by
Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte"):

2005

2004Audit Fees(a)

2,508,021

2,732,530Audit-Related Fees(b)

93,134

127,300Tax Fees(c)

51,556

164,450All Other Fees(d)



Total

2,652,711

3,024,280


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18

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2005

2004Ratio of Tax Planning and Advice Fees and All Other Fees to Audit Fees, Audit-Related Fees and Tax Compliance Fees

0.00:1

0.01:1


In
considering the nature of the services provided by Deloitte & Touche LLP, the Audit Committee determined that such services are compatible with the provision of independent
audit services. The Audit Committee discussed these services with Deloitte & Touche LLP and Company management to
determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute
of Certified Public Accountants.

Pre-Approval Policy

On an annual basis, the Audit Committee pre-approves the permitted audit, audit-related, tax, and other services that Deloitte & Touche LLP may
perform. As such, the services performed by Deloitte & Touche LLP in 2005 and 2004 were pre-approved by the Audit Committee. Any requests for audit, audit-related, tax, and other
services not previously approved must be submitted to the Audit Committee for specific pre-approval and cannot commence until such approval has been granted. Normally,
pre-approval is provided at regularly scheduled meetings. In addition, the Audit Committee generally requests a range of fees associated with each proposed service.

19

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PART IV

ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(3)     The
following Exhibits are filed as part of this Report as required by Item 601 of Regulation S-K. The Exhibits designated by
asterisks are management contracts and compensatory plans and arrangements required to be filed as Exhibits to this Report.

|EXHIBIT
NUMBER |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1            |  | Agreement and Plan of Merger among SOURCECORP, Incorporated, Corpsource Holdings, LLC and Corpsource Mergersub, Inc. dated as of March 7, 2006 (Incorporated by reference to Exhibit 2.1 to the Company's Current Report on
Form 8-K filed March 8, 2006)                                                                                                                                                                                                                                                                                                                                                                                                   
|2.2            |  | Certificate of Ownership and Merger filed with the Secretary of State of Delaware effective February 14, 2002 merging SourceCorp Incorporated with and into the Registrant and changing the name of the Registrant to SOURCECORP, Incorporated
(Incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed February 15, 2002)                                                                                                                                                                                                                                                                                              
|3.1            |  | Restated Certificate of Incorporation of SOURCECORP, Incorporated (Incorporated by reference to Exhibit 99.3 to Amendment No. 1 to the Company's Registration Statement on Form 8-A filed on February 15, 2002)                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.2            |  | Certificate of Designation of Series A Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed June 27, 2005)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.3            |  | Amended and Restated By-Laws (Incorporated by reference to Exhibit 3.2 to the Company's Form 8-K filed on June 27, 2005)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.4            |  | Amended and Restated By-Laws of SOURCECORP, Incorporated (Incorporated by reference to Exhibit 99.4 to Amendment No. 1 to the Company's Registration Statement on Form 8-A filed on February 15, 2002)                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.1            |  | Specimen certificate for the Common Stock, par value $.01 per share, of the Registrant. (Incorporated by reference to Exhibit 99.1 to Amendment No. 1 to the Company's Registration Statement on Form 8-A filed on February 15, 2002)                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.2            |  | Amendment to Rights Agreement dated as of March 7, 2006 (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed March 8, 2006)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.3            |  | Form of Rights Agreement dated as of June 26, 2005, between SOURCECORP, Incorporated and American Stock Transfer and Trust Company with includes as Exhibit A the form of Certificate of Designations of Series A Participating Preferred Stock, as
Exhibit B the form of Right Certificate and as Exhibit C the Summary of Rights to Purchase Series A Participating Preferred Stock, is incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on
Form 8-A filed with the Securities and Exchange Commission on June 27, 2005 (Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on June 27, 2005)
|10.1*          |  | F.Y.I. Incorporated 1995 Stock Option Plan (Incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996)                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.2*          |  | SOURCECORP, Incorporated 2002 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed August 14, 2002)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

20

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|10.3   |  | Form of Indemnification Agreement between Registrant and each director (Incorporated by reference to Exhibit 10.8 to Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996)
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.4   |  | Agreement between New York State Workers' Compensation Board and QCSInet Acquisition Corp., dated January 21, 1998 (Incorporated by reference to Exhibit 10.38 to the Company's Form 8-K filed on March 20, 1998)        
|10.5   |  | Warrant No. 6 issued to Mary D. Baker, dated October 27, 1998 (Incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 filed on December 29, 1998)                                  
|10.6   |  | Warrant No. 7 issued to Sharon Kelly, dated October 27, 1998 (Incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-8 filed on December 29, 1998)                                   
|10.7   |  | Warrant No. 8 issued to C. Stuart Haworth, dated October 27, 1998 (Incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-8 filed on December 29, 1998)                              
|10.8   |  | Warrant No. 9 issued to Janet Thornton, dated October 27, 1998. (Incorporated by reference to Exhibit 4.6 to the Company's Registration Statement on Form S-8 filed on December 29, 1998)                                
|10.9   |  | Warrant No. 10 issued to Stephen D. Swartz, dated October 27, 1998. (Incorporated by reference to Exhibit 4.7 to the Company's Registration Statement on Form S-8 filed on December 29, 1998)                            
|10.10  |  | Warrant No. 11 issued to Hossein Borhani, dated October 27, 1998. (Incorporated by reference to Exhibit 4.8 to the Company's Registration Statement on Form S-8 filed on December 29, 1998)                              
|10.11  |  | Warrant No. 12 issued to George Desloge, dated October 27, 1998. (Incorporated by reference to Exhibit 4.9 to the Company's Registration Statement on Form S-8 filed on December 29, 1998)                               
|10.12  |  | Warrant No. 13 issued to Paul White, dated October 27, 1998. (Incorporated by reference to Exhibit 4.10 to the Company's Registration Statement on Form S-8 filed on December 29, 1998)                                  
|10.13  |  | Warrant No. 14 issued to Kaye Hall, dated October 27, 1998. (Incorporated by reference to Exhibit 4.11 to the Company's Registration Statement on Form S-8 filed on December 29, 1998)                                   
|10.14* |  | Warrant No. 16 issued to Ronald Zazworsky, dated May 19, 1999. (Incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-8 filed on September 17, 1999)                                
|10.15* |  | Warrant No. 17 issued to Joe A. Rose, dated May 19, 1999. (Incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 filed on September 17, 1999)                                     
|10.16  |  | Warrant No. 18 issued to Margot T. Lebenberg, dated May 19, 1999. (Incorporated by reference to Exhibit 4.6 to the Company's Registration Statement on Form S-8 filed on September 17, 1999)                             
|       |  |                                                                                                                                                                                                                          

21

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|10.17* |  | Warrant No. 21 issued to Thomas C. Walker, dated May 19, 1999. (Incorporated by reference to Exhibit 4.9 to the Company's Registration Statement on Form S-8 filed on September 17, 1999)    
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.18* |  | Warrant No. 22 issued to Ed H. Bowman, Jr., dated May 19, 1999. (Incorporated by reference to Exhibit 4.10 to the Company's Registration Statement on Form S-8 filed on September 17, 1999)  
|10.19* |  | Special Warrant No. 24 issued to Joe A. Rose, dated May 19, 1999. (Incorporated by reference to Exhibit 4.11 to the Company's Registration Statement on Form S-8 filed on September 17, 1999)
|10.20  |  | Warrant No. 25 issued to Jeffrey T. Pelcher, dated January 12, 2000. (Incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)  
|10.21  |  | Warrant No. 26 issued to Barrie Robertson, dated February 25, 2000. (Incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)   
|10.22  |  | Warrant No. 27 issued to Barrie Robertson, dated February 25, 2000. (Incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)   
|10.23  |  | Warrant No. 28 issued to James Helm, dated February 25, 2000. (Incorporated by reference to Exhibit 4.6 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)         
|10.24  |  | Warrant No. 29 issued to James Helm, dated February 25, 2000. (Incorporated by reference to Exhibit 4.7 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)         
|10.25  |  | Warrant No. 30 issued to Margot T. Lebenberg, dated March 16, 2000. (Incorporated by reference to Exhibit 4.8 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)   
|10.26* |  | Warrant No. 31 issued to Ronald Zazworsky, dated March 16, 2000. (Incorporated by reference to Exhibit 4.9 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)      
|10.27  |  | Warrant No. 32 issued to Timothy J. Barker, dated March 16, 2000. (Incorporated by reference to Exhibit 4.10 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)    
|10.28* |  | Warrant No. 33 issued to Joe A. Rose, dated March 16, 2000. (Incorporated by reference to Exhibit 4.11 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)          
|10.29  |  | Warrant No. 34 issued to Joy Karns, dated February 25, 2000. (Incorporated by reference to Exhibit 4.12 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)         
|10.30  |  | Warrant No. 36 issued to Suzette Estaban, dated February 25, 2000. (Incorporated by reference to Exhibit 4.14 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)   
|       |  |                                                                                                                                                                                              

22

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|10.31 |  | Warrant No. 37 issued to Francis Esteban, dated February 25, 2000. (Incorporated by reference to Exhibit 4.15 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.32 |  | Warrant No. 38 issued to Ruben Luna, dated February 25, 2000. (Incorporated by reference to Exhibit 4.16 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)     
|10.33 |  | Warrant No. 39 issued to Maria Olvera, dated February 25, 2000. (Incorporated by reference to Exhibit 4.17 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)   
|10.34 |  | Warrant No. 40 issued to C. Stuart Haworth, dated March 16, 2000. (Incorporated by reference to Exhibit 4.18 to the Company's Registration Statement on Form S-8 filed on April 25, 2000) 
|10.35 |  | Warrant No. 41 issued to David Byerley, dated March 16, 2000. (Incorporated by reference to Exhibit 4.19 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)     
|10.36 |  | Warrant No. 44 issued to David Delgado, dated March 16, 2000. (Incorporated by reference to Exhibit 4.22 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)     
|10.37 |  | Warrant No. 45 issued to Gene Marzano, dated March 16, 2000. (Incorporated by reference to Exhibit 4.22 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)      
|10.38 |  | Warrant No. 46 issued to Joan G. Haworth, dated March 16, 2000. (Incorporated by reference to Exhibit 4.24 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)   
|10.39 |  | Warrant No. 47 issued to Charles T. Haworth, dated March 16, 2000. (Incorporated by reference to Exhibit 4.25 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)
|10.40 |  | Warrant No. 48 issued to David Delgado, dated March 16, 2000. (Incorporated by reference to Exhibit 4.26 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)     
|10.41 |  | Warrant No. 49 issued to Joan G. Haworth, dated March 16, 2000. (Incorporated by reference to Exhibit 4.27 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)   
|10.42 |  | Warrant No. 50 issued to Charles T. Haworth, dated March 16, 2000. (Incorporated by reference to Exhibit 4.28 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)
|10.43 |  | Warrant No. 51 issued to Michael Wickman, dated March 16, 2000. (Incorporated by reference to Exhibit 4.29 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)   
|10.44 |  | Warrant No. 52 issued to David Delgado, dated March 16, 2000. (Incorporated by reference to Exhibit 4.30 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)     
|      |  |                                                                                                                                                                                           

23

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|10.45  |  | Warrant No. 53 issued to Leo Cooper, dated March 16, 2000. (Incorporated by reference to Exhibit 4.31 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)         
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.46  |  | Warrant No. 54 issued to C. Stuart Haworth, dated March 16, 2000. (Incorporated by reference to Exhibit 4.32 to the Company's Registration Statement on Form S-8 filed on April 25, 2000)  
|10.47* |  | Warrant No. W057 issued to Thomas C. Walker, dated January 24, 2001. (Incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 filed on May 11, 2001)  
|10.48* |  | Warrant No. W058 issued to Ed H. Bowman, Jr., dated January 24, 2001. (Incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-8 filed on May 11, 2001) 
|10.49* |  | Warrant No. W059 issued to Joe A. Rose, dated January 24, 2001. (Incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-8 filed on May 11, 2001)       
|10.50* |  | Warrant No. W060 issued to Barry L. Edwards, dated January 24, 2001. (Incorporated by reference to Exhibit 4.6 to the Company's Registration Statement on Form S-8 filed on May 11, 2001)  
|10.51* |  | Warrant No. W061 issued to Charles S. Gilbert, dated January 24, 2001. (Incorporated by reference to Exhibit 4.7 to the Company's Registration Statement on Form S-8 filed on May 11, 2001)
|10.52* |  | Warrant No. W062 issued to Michael S. Rupe, dated January 24, 2001. (Incorporated by reference to Exhibit 4.8 to the Company's Registration Statement on Form S-8 filed on May 11, 2001)   
|10.53* |  | Warrant No. W063 issued to Ronald Zazworsky, dated January 24, 2001. (Incorporated by reference to Exhibit 4.9 to the Company's Registration Statement on Form S-8 filed on May 11, 2001)  
|10.54  |  | Warrant No. W064 issued to Gary Patton, dated January 24, 2001. (Incorporated by reference to Exhibit 4.10 to the Company's Registration Statement on Form S-8 filed on May 11, 2001)      
|10.55  |  | Warrant No. W065 issued to David Byerley, dated January 24, 2001. (Incorporated by reference to Exhibit 4.11 to the Company's Registration Statement on Form S-8 filed on May 11, 2001)    
|10.56  |  | Warrant No. W066 issued to Mary Baker, dated January 24, 2001. (Incorporated by reference to Exhibit 4.12 to the Company's Registration Statement on Form S-8 filed on May 11, 2001)       
|10.57  |  | Warrant No. W067 issued to Hossein Borhani, dated January 24, 2001. (Incorporated by reference to Exhibit 4.13 to the Company's Registration Statement on Form S-8 filed on May 11, 2001)  
|10.58  |  | Warrant No. W068 issued to Charles Haworth, dated January 24, 2001. (Incorporated by reference to Exhibit 4.14 to the Company's Registration Statement on Form S-8 filed on May 11, 2001)  
|       |  |                                                                                                                                                                                            

24

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|10.59  |  | Warrant No. W069 issued to Joan Haworth, dated January 24, 2001. (Incorporated by reference to Exhibit 4.15 to the Company's Registration Statement on Form S-8 filed on May 11, 2001)                                                                                        
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.60  |  | Warrant No. W070 issued to Stuart Haworth, dated January 24, 2001. (Incorporated by reference to Exhibit 4.16 to the Company's Registration Statement on Form S-8 filed on May 11, 2001)                                                                                      
|10.61  |  | Warrant No. W071 issued to Sharon Kelly, dated January 24, 2001. (Incorporated by reference to Exhibit 4.17 to the Company's Registration Statement on Form S-8 filed on May 11, 2001)                                                                                        
|10.62  |  | Warrant No. W072 issued to Sam Kimelman, dated January 24, 2001. (Incorporated by reference to Exhibit 4.18 to the Company's Registration Statement on Form S-8 filed on May 11, 2001)                                                                                        
|10.63  |  | Warrant No. W073 issued to Steve Swartz, dated January 24, 2001. (Incorporated by reference to Exhibit 4.19 to the Company's Registration Statement on Form S-8 filed on May 11, 2001)                                                                                        
|10.64  |  | Warrant No. W074 issued to Janet Thornton, dated January 24, 2001. (Incorporated by reference to Exhibit 4.20 to the Company's Registration Statement on Form S-8 filed on May 11, 2001)                                                                                      
|10.65  |  | Warrant No. W075 issued to Paul White, dated January 24, 2001. (Incorporated by reference to Exhibit 4.21 to the Company's Registration Statement on Form S-8 filed on May 11, 2001)                                                                                          
|10.66  |  | Warrant No. W076 issued to Holly Barnett, dated January 24, 2001. (Incorporated by reference to Exhibit 4.22 to the Company's Registration Statement on Form S-8 filed on May 11, 2001)                                                                                       
|10.67  |  | Warrant No. W077 issued to Dennis Reinhold, dated January 24, 2001. (Incorporated by reference to Exhibit 4.23 to the Company's Registration Statement on Form S-8 filed on May 11, 2001)                                                                                     
|10.68  |  | Warrant No. W078 issued to E. Leo Cooper, dated January 24, 2001. (Incorporated by reference to Exhibit 4.24 to the Company's Registration Statement on Form S-8 filed on May 11, 2001)                                                                                       
|10.69* |  | Warrant No. W079 issued to Kerry D. Walbridge, dated March 22, 2001. (Incorporated by reference to Exhibit 4.25 to the Company's Registration Statement on Form S-8 filed on May 11, 2001)                                                                                    
|10.70* |  | Third Amendment to Amended and Restated Employment Agreement dated as of March 7, 2006 by and among SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Thomas C. Walker (Incorporated by reference to Exhibit 10.1to the Company's Form 8-K filed
March 8, 2006)       
|10.71* |  | Second Amendment to Amended and Restated Employment Agreement dated as of February 17, 2006 among SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Ed H. Bowman, Jr. (Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed
on February 24, 2006)
|       |  |                                                                                                                                                                                                                                                                               

25

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|10.72* |  | Second Amendment to Amended and Restated Employment Agreement dated as of February 17, 2006 among SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Thomas C. Walker (Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on
February 24, 2006)  
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.73* |  | Second Amendment to Amended and Restated Employment Agreement dated as of February 17, 2006 among SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Ralph D. Burns (Incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed
on February 24, 2006)    
|10.74* |  | Second Amendment to Amended and Restated Employment Agreement dated as of February 17, 2006 among SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Stephen W. Davis (Incorporated by reference to Exhibit 10.4 to the Company's Form 8-K filed on
February 24, 2006)  
|10.75* |  | Second Amendment to Amended and Restated Employment Agreement dated as of February 24, 2006 among SOURCECORP, Incorporated, SOURCECORP Management, L.P. and David Delgado (Incorporated by reference to Exhibit 10.5 to the Company's Form 8-K filed
on February 24, 2006)     
|10.76* |  | Second Amendment to Amended and Restated Employment Agreement dated as of February 20, 2006 among SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Barry L. Edwards (Incorporated by reference to Exhibit 10.6 to the Company's Form 8-K filed on
February 24, 2006)  
|10.77* |  | Second Amendment to Amended and Restated Employment Agreement dated as of February 17, 2006 among SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Charles S. Gilbert (Incorporated by reference to Exhibit 10.7 to the Company's Form 8-K filed
on February 24, 2006)
|10.78* |  | Second Amendment to Amended and Restated Employment Agreement dated as of February 17, 2006 among SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Kerry d. Walbridge (Incorporated by reference to Exhibit 10.8 to the Company's Form 8-K filed
on February 24, 2006)
|10.79* |  | Second Amendment to Amended and Restated Employment Agreement dated as of February 23, 2006 among SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Ronald Zazworsky (Incorporated by reference to Exhibit 10.9 to the Company's Form 8-K filed on
February 24, 2006)  
|10.80* |  | Amendment to Amended and Restated Employment Agreement dated as of December 7, 2005 among SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Ed H. Bowman, Jr. (Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed December
7, 2005)             
|10.81* |  | Amendment to Amended and Restated Employment Agreement dated as of December 7, 2005 among SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Thomas C. Walker (Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K
filed December 7, 2005)              
|10.82* |  | Amendment to Amended and Restated Employment Agreement dated as of December 7, 2005 among SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Ralph D. Burns (Incorporated by reference to Exhibit 10.3 to the Company's Form 8-K
filed December 7, 2005)                
|       |  |                                                                                                                                                                                                                                                                                

26

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|10.83* |  | Amendment to Amended and Restated Employment Agreement dated as of December 7, 2005 among SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Stephen W. Davis (Incorporated by reference to Exhibit 10.4 to the Company's Form 8-K filed December 7,
 2005) 
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.84* |  | Amendment to Amended and Restated Employment Agreement dated as of December 7, 2005 among SOURCECORP, Incorporated, SOURCECORP Management, L.P. and David Delgado (Incorporated by reference to Exhibit 10.5 to the Company's Form 8-K filed December 7,
2005)     
|10.85* |  | Amendment to Amended and Restated Employment Agreement dated as of December 7, 2005 among SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Barry L. Edwards (Incorporated by reference to Exhibit 10.6 to the Company's Form 8-K
filed December 7, 2005)  
|10.86* |  | Amendment to Amended and Restated Employment Agreement dated as of December 7, 2005 among SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Charles S. Gilbert (Incorporated by reference to Exhibit 10.7 to the Company's Form 8-K
filed December 7, 2005)
|10.87* |  | Amendment to Amended and Restated Employment Agreement dated as of December 7, 2005 among SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Kerry D. Walbridge (Incorporated by reference to Exhibit 10.8 to the Company's Form 8-K
filed December 7, 2005)
|10.88* |  | Amendment to Amended and Restated Employment Agreement dated as of December 7, 2005 among SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Ronald Zazworsky (Incorporated by reference to Exhibit 10.9 to the Company's Form 8-K filed December 7,
 2005) 
|10.89* |  | Amended and Restated Employment Agreement by and between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Ed H. Bowman, Jr. effective as of January 1, 2005 (Incorporated by reference to Exhibit 99.1 to the Company's Form 8-K filed May 11,
2005)      
|10.90* |  | Amended and Restated Employment Agreement by and between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Thomas C. Walker effective as of January 1, 2005 (Incorporated by reference to Exhibit 99.2 to the Company's Form 8-K filed May 11,
2005)       
|10.91* |  | Amended and Restated Employment Agreement by and between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Ralph D. Burns effective as of January 1, 2005 (Incorporated by reference to Exhibit 99.3 to the Company's Form 8-K filed May 11,
2005)         
|10.92* |  | Amended and Restated Employment Agreement by and between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Stephen W. Davis effective as of January 1, 2005 (Incorporated by reference to Exhibit 99.4 to the Company's Form 8-K filed May 11,
2005)       
|10.93* |  | Amended and Restated Employment Agreement by and between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and David Delgado effective as of January 1, 2005 (Incorporated by reference to Exhibit 99.5 to the Company's Form 8-K filed May 11,
2005)          
|       |  |                                                                                                                                                                                                                                                                    

27

---



|10.94*  |  | Amended and Restated Employment Agreement by and between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Barry L. Edwards effective as of January 1, 2005 (Incorporated by reference to Exhibit 99.6 to the Company's Form 8-K filed May 11,
2005)                                                            
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.95*  |  | Amended and Restated Employment Agreement by and between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Charles S. Gilbert effective as of January 1, 2005 (Incorporated by reference to Exhibit 99.7 to the Company's Form 8-K filed May 11,
2005)                                                          
|10.96*  |  | Amended and Restated Employment Agreement by and between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and W. Bryan Hill effective as of January 1, 2005 (Incorporated by reference to Exhibit 99.8 to the Company's Form 8-K filed
May 11, 2005)                                                               
|10.97*  |  | Amended and Restated Employment Agreement by and between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Kerry D. Walbridge effective as of January 1, 2005 (Incorporated by reference to Exhibit 99.9 to the Company's Form 8-K filed May 11,
2005)                                                          
|10.98*  |  | Amended and Restated Employment Agreement by and between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Ronald Zazworsky effective as of January 1, 2005 (Incorporated by reference to Exhibit 99.10 to the Company's Form 8-K filed May 11,
2005)                                                           
|10.99*  |  | Amended and Restated Employment Agreement, entered into on December 19, 2003 and effective as of January 1, 2004 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Ed H. Bowman, Jr. (Incorporated by reference to Exhibit 10.70 to the
Company's 2003 Annual Report on Form 10-K filed March 12, 2004) 
|10.100* |  | Employment Agreement, entered into on December 22, 2003 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and David Delgado (Incorporated by reference to Exhibit 10.71 to the Company's 2003 Annual Report on Form 10-K filed March 12,
2004)                                                              
|10.101* |  | Amended and Restated Employment Agreement, entered into on December 19, 2003 and effective as of January 1, 2004 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Barry L. Edwards (Incorporated by reference to Exhibit 10.72 to the
Company's 2003 Annual Report on Form 10-K filed March 12, 2004)  
|10.102* |  | Amended and Restated Employment Agreement, entered into on December 19, 2003 and effective as of January 1, 2004 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Charles S. Gilbert (Incorporated by reference to Exhibit 10.73 to the
Company's 2003 Annual Report on Form 10-K filed March 12, 2004)
|10.103* |  | Amended and Restated Employment Agreement, entered into on December 19, 2003 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and W. Bryan Hill (Incorporated by reference to Exhibit 10.74 to the Company's 2003 Annual Report on Form 10-K
filed March 12, 2004)                                         
|10.104* |  | Amended and Restated Employment Agreement, entered into on January 1, 2004 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Kerry D. Walbridge (Incorporated by reference to Exhibit 10.76 to the Company's 2003 Annual Report on
Form 10-K filed March 12, 2004)                                      
|        |  |                                                                                                                                                                                                                                                                                                                         

28

---



|10.105* |  | Amended and Restated Employment Agreement, entered into on December 19, 2003 and effective as of January 1, 2004 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Thomas C. Walker (Incorporated by reference to Exhibit 10.77 to the
Company's 2003 Annual Report on Form 10-K filed March 12, 2004)
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.106* |  | Amended and Restated Employment Agreement, effective as of January 1, 2004 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Ronald Zazworsky (Incorporated by reference to Exhibit 10.78 to the Company's 2003 Annual Report on
Form 10-K filed March 12, 2004)                                      
|10.107* |  | Amended and Restated Employment Agreement, dated as of April 24, 2002 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Barry L. Edwards (Incorporated by reference to Exhibit 10.8 on the Company's Form 10-Q filed May 15,
2002)                                                                    
|10.108* |  | Amended and Restated Employment Agreement, dated as of April 24, 2002 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Charles S. Gilbert (Incorporated by reference to Exhibit 10.2 on the Company's Form 10-Q filed May 15,
2002)                                                                  
|10.109* |  | Amended and Restated Employment Agreement, dated as of April 8, 2002 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Ed H. Bowman, Jr. (Incorporated by reference to Exhibit 10.3 on the Company's Form 10-Q filed May 15,
2002)                                                                    
|10.110* |  | First Amendment to Amended and Restated Employment Agreement, dated as of May 8, 2002 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Ed H. Bowman, Jr. (Incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q filed
August 14, 2002)                                                
|10.111* |  | Amended and Restated Employment Agreement, dated as of May 10, 2002 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Joe A. Rose (Incorporated by reference to Exhibit 10.4 on the Company's Form 10-Q filed May 15, 2002)                                                                           
|10.112* |  | First Amendment to Amended and Restated Employment Agreement, dated as of May 10, 2002 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Joe A. Rose (Incorporated by reference to Exhibit 10.1 on the Company's Form 10-Q
filed August 14, 2002)                                                     
|10.113* |  | Employment Agreement, dated as of April 23, 2002 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Kerry D. Walbridge (Incorporated by reference to Exhibit 10.1 on the Company's Form 10-Q filed May 15, 2002)                                                                                       
|10.114* |  | Employment Agreement, dated as of February 7, 2003 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Michael S. Rupe (Incorporated by reference to Exhibit 10.78 on the Company's Form 10-K filed March 31, 2003)                                                                                     
|10.115* |  | Amended and Restated Employment Agreement, dated as of May 18, 2001 between F.Y.I. Incorporated and Ronald Zazworsky (Incorporated by reference to Exhibit 10.90 on the Company's Form 10-Q filed August 14, 2001)                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                       

29

---



|10.116* |  | First Amendment to Amended and Restated Employment Agreement, dated as of April 10, 2002 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Ronald Zazworsky (Incorporated by reference to Exhibit 10.6 on the Company's Form 10-Q filed
May 15, 2002)                                                                                                                                                     
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.117* |  | Amended and Restated Employment Agreement, dated as of April 8, 2002 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Thomas C. Walker (Incorporated by reference to Exhibit 10.7 on the Company's Form 10-Q filed May 15,
2002)                                                                                                                                                                         
|10.118* |  | First Amendment to Amended and Restated Employment Agreement, dated as of April 8, 2002 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Thomas C. Walker (Incorporated by reference to Exhibit 10.2 on the Company's Form 10-Q filed
August 14, 2002)                                                                                                                                                   
|10.119* |  | Consulting Agreement Fifth Amended Addendum between F.Y.I. Incorporated (n/k/a SOURCECORP, Incorporated and David Lowenstein dated as of March 7, 2006 (Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed March 8, 2006)                                                                                                                                                                          
|10.120* |  | Consulting Agreement Forth Amended Addendum between SOURCECORP, Incorporated and David Lowenstein effective as of January 1, 2006 (Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed March 6, 2006)                                                                                                                                                                                               
|10.121* |  | Consulting Agreement Third Amended Addendum between SOURCECORP, Incorporated and David Lowenstein dated January 9, 2006 (Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed January 11, 2006)                                                                                                                                                                                                      
|10.122* |  | Consulting Agreement Second Amended Addendum effective as of December 18, 2004, supplement to, and modification of, that certain Consulting Agreement by and between F.Y.I. Incorporated (n/k/a SOURCECORP, Incorporated) and David Lowenstein, dated
January 1, 2000 (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed August 11, 2005).                                                       
|10.123* |  | Consulting Agreement Amended Addendum, entered into effective as of October 1, 2004, between SOURCECORP, Incorporated and David Lowenstein (Incorporated by reference to Exhibit 10.130 on the Company's 2004 Form 10-K filed March 31, 2005).                                                                                                                                                                            
|10.124* |  | Consulting Agreement between F.Y.I. Incorporated and David Lowenstein (Incorporated by reference to Exhibit 10.65 of the Company's Form 10-K filed on March 23, 2000)                                                                                                                                                                                                                                                     
|10.125  |  | Amended and Restated Credit Agreement dated as of September 29, 2005 by and among SOURCECORP, Incorporated, Bank of America, N.A. as Administrative Agent, Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager, SunTrust Bank, as
Syndication Agent, and JPMorgan Chase Bank, N.A., as Documentation Agent (Incorporated by reference to Exhibit 10.1 to Company's Form 8-K filed October 5, 2005)
|10.126  |  | Fifth Amendment and Waiver to Credit Agreement executed to be effective as of March 23, 2005, by and among SOURCECORP, Incorporated, Bank of America, N.A. as a Lender and as Administrative Agent for Lenders and the other Agents and Lenders party
thereto (Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed March 25, 2005)**                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                           

30

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|10.127 |  | Fourth Amendment to Credit Agreement, effective as of July 30, 2004, by and among SOURCECORP, Incorporated, Bank of America, N.A. and the other Lenders party thereto (Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q filed August 9, 2004)**                                                                         
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.128 |  | Third Amendment to Credit Agreement, dated as of March 26, 2003 by and among SOURCECORP, Incorporated, Bank of America, N.A., and the other Agents and Lenders party hereto (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed
May 13, 2003)**                                                                                         
|10.129 |  | Second Amendment to Credit Agreement, dated as of September 27, 2002 between SOURCECORP, Incorporated, Bank of America, N.A. and the other signatories thereto (Incorporated by reference to Exhibit 10.1 on the Company's Form 10-Q filed
November 14, 2002)**                                                                                                 
|10.130 |  | First Amendment to Credit Agreement, dated as of June 27, 2001, by and among F.Y.I. Incorporated, bank of America, N.A., and the other signatories thereto (Incorporated by reference to Exhibit 10.92 on the Company's Form 10-Q filed August 14,
2001)**                                                                                                      
|10.131 |  | Credit Agreement, dated as of April 3, 2001, by and among F.Y.I. Incorporated, Bank of America, N.A., and the other signatories thereto (Incorporated by reference to Exhibit 10.1 on the Company's Form 10-Q filed November 14, 2001)**                                                                                                                        
|10.132 |  | Extension and Modification of Waiver to Credit Agreement, effective March 15, 2005, by and among SOURCECORP, Incorporated, Bank of America, N.A. as a Lender and as Administrative Agent for Lenders and the other Agents and Lenders party thereto
(Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed March 16, 2005)
|10.133 |  | Waiver to Credit Agreement, effective as of November 12, 2004, by and among SOURCECORP, Incorporated, Bank of America, N.A., as a Lender and as Administrative Agent for Lenders and the other Agents and Lenders party thereto (Incorporated by reference
to Exhibit 99.1 to the Company's Current Report on Form 8-K filed November 17, 2004).                
|10.134 |  | Assignment Agreement dated October 24, 2003 by and between Wachovia Bank, National Association and Hibernia National Bank accepted by Bank of America, N.A. and consented to by SOURCECORP, Incorporated. (Incorporated by reference to Exhibit 10.120 to
the Company's 2003 Annual Report on Form 10-K filed March 12, 2004)                                   
|10.135 |  | Extension Agreement, effective December 4, 2003 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A. and Bank of America Securities LLC, executed on behalf of Hibernia National Bank (Incorporated by reference to
Exhibit 10.115 to the Company's 2003 Annual Report on Form 10-K filed March 12, 2004)                   
|10.136 |  | Extension Agreement, effective April 3, 2003 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A. and Bank of America Securities LLC, executed on behalf of Bank of America, N.A. (Incorporated by reference to
Exhibit 10.7 to the Company's Form 10-Q filed May 13, 2003)                                                 
|10.137 |  | Extension Agreement, effective April 3, 2003 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A. and Bank of America Securities LLC, executed on behalf of The Bank of Nova Scotia (Incorporated by reference to
Exhibit 10.8 to the Company's Form 10-Q filed May 13, 2003)                                               
|       |  |                                                                                                                                                                                                                                                                                                                                                                 

31

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|10.138 |  | Extension Agreement, effective April 3, 2003 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A. and Bank of America Securities LLC, executed on behalf of Bank One, N.A. (Incorporated by reference to Exhibit 10.9
to the Company's Form 10-Q filed May 13, 2003)               
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.139 |  | Extension Agreement, effective April 3, 2003 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A. and Bank of America Securities LLC, executed on behalf of BNP Paribas (Incorporated by reference to Exhibit 10.10 to
the Company's Form 10-Q filed May 13, 2003)                 
|10.140 |  | Extension Agreement, effective April 3, 2003 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A. and Bank of America Securities LLC, executed on behalf of JPMorgan Chase Bank (Incorporated by reference to Exhibit
10.11 to the Company's Form 10-Q filed May 13, 2003)         
|10.141 |  | Extension Agreement, effective April 3, 2003 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A. and Bank of America Securities LLC, executed on behalf of Suntrust Bank (Incorporated by reference to Exhibit 10.12
to the Company's Form 10-Q filed May 13, 2003)               
|10.142 |  | Extension Agreement, effective April 3, 2003 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A. and Bank of America Securities LLC, executed on behalf of Washington Mutual Bank (Incorporated by reference to
Exhibit 10.13 to the Company's Form 10-Q filed May 13, 2003).     
|10.143 |  | Extension Agreement, effective April 3, 2003 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A. and Bank of America Securities LLC, executed on behalf of Wells Fargo Bank, N.A. (Incorporated by reference to
Exhibit 10.14 to the Company's Form 10-Q filed May 13, 2003)      
|10.144 |  | Extension Agreement, effective April 3, 2002 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A., and Banc of America Securities LLC, executed on behalf of Bank of America, N.A. (Incorporated by reference to
Exhibit 10.86 to the Company's Form 10-K filed March 31, 2003)    
|10.145 |  | Extension Agreement, effective April 3, 2002 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A., and Banc of America Securities LLC, executed on behalf of SunTrust Bank (Incorporated by reference to Exhibit 10.87
to the Company's Form 10-K filed March 31, 2003)            
|10.146 |  | Extension Agreement, effective April 3, 2002 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A., and Banc of America Securities LLC, executed on behalf of BNP Paribas (Incorporated by reference to Exhibit 10.88
to the Company's Form 10-K filed March 31, 2003)              
|10.147 |  | Extension Agreement, effective April 3, 2002 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A., and Banc of America Securities LLC, executed on behalf of First Union National Bank (Incorporated by reference to
Exhibit 10.89 to the Company's Form 10-K filed March 31, 2003)
|10.148 |  | Extension Agreement, effective April 3, 2002 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A., and Banc of America Securities LLC, executed on behalf of The Bank of Nova Scotia (Incorporated by reference to
Exhibit 10.90 to the Company's Form 10-K filed March 31, 2003)  
|       |  |                                                                                                                                                                                                                                                                                                                        

32

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|10.149 |  | Extension Agreement, effective April 3, 2002 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A., and Banc of America Securities LLC, executed on behalf of JPMorgan Chase Bank formerly known as The Chase Manhattan
Bank (Incorporated by reference to Exhibit 10.91 to the Company's Form 10-K filed March 31, 2003)
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.150 |  | Extension Agreement, effective April 3, 2002 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A., and Banc of America Securities LLC, executed on behalf of Wachovia Bank, N.A. (Incorporated by reference to Exhibit
10.92 to the Company's Form 10-K filed March 31, 2003)                                           
|10.151 |  | Extension Agreement, effective April 3, 2002 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A., and Banc of America Securities LLC, executed on behalf of Washington Mutual Bank (Incorporated by reference to
Exhibit 10.93 to the Company's Form 10-K filed March 31, 2003)                                        
|10.152 |  | Extension Agreement, effective April 3, 2002 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A., and Banc of America Securities LLC, executed on behalf of Wells Fargo Bank Texas, National Association
(Incorporated by reference to Exhibit 10.94 to the Company's Form 10-K filed March 31, 2003)                  
|10.153 |  | Extension Agreement, effective April 3, 2002 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A., and Banc of America Securities LLC, executed on behalf of Bank One, NA (Incorporated by reference to Exhibit 10.95
to the Company's Form 10-K filed March 31, 2003)                                                  
|10.154 |  | Extension Agreement, effective April 3, 2002 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A., and Banc of America Securities LLC, executed on behalf of Texas Capital Bank, National Association (Incorporated by
reference to Exhibit 10.96 to the Company's Form 10-K filed March 31, 2003)                      
|10.155 |  | Master Guaranty Agreement, dated April 3, 2001, by and among certain subsidiaries of F.Y.I. Incorporated and Bank of America, N.A. (Incorporated by reference to Exhibit 10.4 on the Company's Form 10-Q filed November 14, 2001)                                                                                                                           
|10.156 |  | Pledge Agreement, dated April 3, 2001, by and between F.Y.I. Incorporated and Bank of America, N.A. (Incorporated by reference to Exhibit 10.5 on the Company's Form 10-Q filed November 14, 2001)                                                                                                                                                          
|10.157 |  | Master Pledge Agreement, dated April 3, 2001, by and among certain subsidiaries of F.Y.I. Incorporated and Bank of America, N.A. (Incorporated by reference to Exhibit 10.6 on the Company's Form 10-Q filed November 14, 2001)                                                                                                                             
|10.158 |  | Letter Agreement, dated August 10, 2001, by and among F.Y.I. Incorporated, Bank of America, N.A. and the other signatories thereto (Incorporated by reference to Exhibit 10.3 on the Company's Form 10-Q filed November 14, 2001)                                                                                                                           
|10.159 |  | ISDA Master Agreement and Schedule to ISDA Master Agreement dated as of December 20, 2000, between F.Y.I. Incorporated and SunTrust Bank. (Incorporated by reference to Exhibit 10.7 on the Company's Form 10-Q filed November 14,
2001)                                                                                                                    
|10.160 |  | Confirmation of Interest Rate Transaction Letter Agreement dated December 21, 2000, between F.Y.I. Incorporated and SunTrust Bank. (Incorporated by reference to Exhibit 10.8 on the Company's Form 10-Q filed November 14, 2001)                                                                                                                           
|       |  |                                                                                                                                                                                                                                                                                                                                                             

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|10.161* |  | F.Y.I. Incorporated Nonqualified Retirement Plan, Amended and Restated as of January 1, 2000 (Incorporated by reference to Exhibit 10.87 on the Company's Form 10-K filed April 1, 2002)                                                         
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.162* |  | Description of Non-Qualified Retirement Plan Match (Incorporated by reference to Exhibit 1.128 on the Company's Form 10-K filed (Incorporated by reference to Exhibit 10.128 on the Company's 2004 Form 10-K filed March 31,
2005)               
|10.163* |  | Non-Employee Director's Compensation Summary (Incorporated by reference to Exhibit 10.2 on the Company's Form 10-Q filed August 11, 2005)                                                                                                        
|10.164* |  | 2005 Executive Officer and Director Compensation Summary (Incorporated by reference to Exhibit 10.129 on the Company's 2004 Form 10-K filed March 31, 2005)                                                                                      
|10.165  |  | Agreement Settling Disputes and Releasing Claims, entered into as of September 23, 2005, by and between the Company and other parties listed therein (Incorporated by reference to Exhibit 10.1 to Company's Form 10-Q filed on November 9,
2005)
|10.166  |  | Confidentiality Agreement made as of August 1, 2005 by and between SOURCECORP, Incorporated and Jana Partners LLC (Incorporated by reference to Exhibit 99.2 to the Company's Form 8-K filed on August 3, 2005)                                  
|21      |  | List of subsidiaries of SOURCECORP, Incorporated (Incorporated by reference to Exhibit 21 to the Company's Form 10-K filed on March 31, 2006)                                                                                                    
|23.1    |  | Consent of Deloitte & Touche LLP (Incorporated by reference to Exhibit 21 to the Company's Form 10-K filed on March 31, 2006)                                                                                                                    
|24      |  | Power of Attorney (Previously included as Exhibit 24 on the Company's 2005 Form 10-K filed March 31, 2006)                                                                                                                                       
|31.1    |  | Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a)                                                                                                                                                                                       
|31.2    |  | Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a)                                                                                                                                                                                       
|32.1    |  | Certification pursuant to Section 906 of Sarbanes-Oxley Act                                                                                                                                                                                      
|32.2    |  | Certification pursuant to Section 906 of Sarbanes-Oxley Act                                                                                                                                                                                      

34

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

|                     |  | SOURCECORP, INCORPORATED
|-------------------- |  | ------------------------
|                     |  | By:                     
|Date: April 26, 2006 |  |                         

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of April     , 2006 by the following persons on behalf of the
Registrant and in the capacities indicated.

|SIGNATURE                                            |  | CAPACITY IN WHICH SIGNED                                                          
|---------------------------------------------------- |  | ----------------------------------------------------------------------------------
|                                                     |  |                                                                                   
|/s/THOMAS C. WALKER*Thomas C. Walker                 |  | Chairman of the Board and Chief Development Officer                               
|/s/ED H. BOWMAN, JR.Ed H. Bowman, Jr.                |  | Director, President and Chief Executive Officer
(Principal Executive Officer)     
|/s/DAVID LOWENSTEIN*David Lowenstein                 |  | Director and Founder                                                              
|/s/BARRY L. EDWARDS*Barry L. Edwards                 |  | Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|/s/G. MICHAEL BELLENGHI*G. Michael Bellenghi         |  | Director                                                                          
|/s/MICHAEL J. BRADLEY*Michael J. Bradley             |  | Director                                                                          
|/s/DONALD F. MOOREHEAD, JR.*Donald F. Moorehead, Jr. |  | Director                                                                          
|/s/HON. EDWARD M. ROWELL*Hon. Edward M. Rowell       |  | Director                                                                          
|/s/MARC A. WEISMAN*Marc A. Weisman                   |  | Director                                                                          

|*By: |  | /s/ED H. BOWMAN, JR.
Ed H. Bowman, Jr., Attorney-in-Fact |  |  |  | April 26, 2006
|---- |  | -------------------------------------------------------- |  |  |  | --------------

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