**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, 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, 2004**                                                        |
|       |       | **OR**                                                                                                       |
| **o**      | ** ** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |

**For the transition periodfrom                    to**

**Commission file****number 0-27444**

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**SOURCECORP, Incorporated**

(Exactname of Registrant as specified in its charter)

| **DELAWARE**                    | ** ** | **75-2560895**                       |
|---------------------------------|------------|--------------------------------------|
| (State or other jurisdiction of |       | (I.R.S. Employer Identification No.) |
| incorporation or organization)  |       |                                 |

 

| **3232 MCKINNEY AVE.,**                  | ** ** | ** ** |
|------------------------------------------|------------|------------|
| **SUITE 1000, DALLAS,  TEXAS**           | ** ** | **75204**  |
| (Address of principal executive offices) |       | (zip code) |

 

**(214) 740-6500**

Registrant’stelephone number, (including area code)

Securitiesregistered pursuant to Section 12(b) of the Act:
| **TITLE OF EACH CLASS** | ** ** | **NAME OF EACH EXCHANGE   ON WHICH REGISTERED** |
|-------------------------|------------|-------------------------------------------------|
| None                    |       | None                                            |

 

Securitiesregistered pursuant to Section 12(g) of the Act:

**COMMON STOCK, PAR VALUE$.01 PER SHARE**

(Titleof Class)

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Indicateby check mark whether the Registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theRegistrant was required to file such reports) and (2) has been subject tosuch filing requirements for the past 90 days. Yes ý No o

Indicate bycheck mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of Registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. Yes ý No o

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

The aggregatemarket value of voting stock held by non-affiliates of the Registrant as ofJune 30, 2004 (the last business day of the Company’s most recentlycompleted second fiscal quarter) was $433,445,944 based on the last sale priceof $27.52 of the Registrant’s Common Stock, $.01 par value per share, on theNasdaq National Market on June 30, 2004.

As ofFebruary 28, 2005, 15,666,916 shares of the Registrant’s Common Stock wereoutstanding.

 

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**EXPLANATORY NOTE**

 

Parts and Items Amended

 

 

We hereby amend Part II, Item 9A.  “Controls and Procedures,” and Part IV, Item15.  “Exhibits and Financial StatementSchedules” of our annual report on Form 10-K for the fiscal year ended December31, 2004 filed with the Securities and Exchange Commission on March 31,2005.  Pursuant to an exemptive orderissued November 30, 2004 by the Securities and Exchange Commission (SEC ReleaseNo. 34-50754), our management report on internal control over financialreporting, including our management’s assessment of the effectiveness of ourinternal control over financial reporting as of December 31, 2004,  and the attestation report of the Company’sindependent registered public accounting firm, Deloitte & Touche LLP, onmanagement’s assessment of the Company’s internal control over financialreporting were not included in that report. This Form 10-K/A includes management’s report and the independentregistered public accounting firm’s attestation report and other information,as required, and amends and restates the related Item 9A of this Form 10-K/A.

 

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PART II

 

 

ITEM 9A.     CONTROLSAND PROCEDURES

 

*(a) Evaluationof disclosure controls and procedures.*

TheCompany maintains disclosure controls and procedures, which it has designed toensure that material information related to the Company, including itsconsolidated subsidiaries, is made known to a group comprised of designatedmembers of the Company’s senior management, designated members of functionaldivisions of the Company, and/or the certifying officers (i.e., Chief ExecutiveOfficer and Chief Financial Officer) (collectively, the “Disclosure Committee”),on a timely basis, and that information required to be disclosed in reports itfiles under the Securities Exchange Act of 1934 is recorded, processed,summarized and reported within the time periods specified in the SEC’s rulesand forms. As of December 31, 2004, the Company carried out an evaluation,under the supervision and with the participation of the Company’s management,including the Company’s Chief Executive Officer and Chief Financial Officer, ofthe effectiveness of the design and operation of the Company’s disclosurecontrols and procedures pursuant to Securities Exchange Act of 1934, asamended, Rule 13a-15 and 15d-15. Based upon that evaluation, the ChiefExecutive Officer and Chief Financial Officer concluded that the Company’sdisclosure controls and procedures are effective in alerting them timely tomaterial information relating to the Company (including its consolidatedsubsidiaries) required to be included in the Company’s periodic SEC filings.Because of the inherent limitations of disclosure controls, including thepossibility of collusion or improper management override of controls, no matterhow comprehensive or well designed such controls are, management may not in allcases be alerted to material information relating to the Company (including itsconsolidated subsidiaries) required to be included in the Company’s periodicSEC filings.

 

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 *(b)Management’s report on internal control over financial reporting.*

 

**MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIALREPORTING**

 

To the Board ofDirectors and Shareholders of SOURCECORP Incorporated:

 

The management ofSOURCECORP Incorporated and subsidiaries (“*SOURCECORP*”) isresponsible for establishing and maintaining adequate internal control overfinancial reporting, as such term is defined in Exchange Act Rules13a-15(f).  *SOURCECORP*’s internal controlsystem was designed to provide reasonable assurance to the company’s managementand board of directors regarding the preparation and fair presentation of publishedfinancial statements.

 

All internal controlsystems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide onlyreasonable assurance with respect to financial statement preparation andpresentation.  Because of the inherentlimitations of disclosure controls, including the possibility of collusion orimproper management override of controls, no matter how comprehensive or welldesigned such controls are, management may not in all cases be alerted tomaterial information relating to the company (including its consolidatedsubsidiaries) required to be including in the Company’s periodic SECfilings.  Management excluded from theirassessment the internal control over financial reporting at KeyPoint ConsultingLLC, which was acquired on April 15, 2004.

 

*SOURCECORP*’smanagement, including its principal executive officer and principal financialofficer, assessed the effectiveness of the company’s internal control overfinancial reporting as of December 31, 2004.  In making this assessment,it used the criteria set forth by the Committee of Sponsoring Organizations ofthe Treadway Commission (COSO) in *InternalControl — Integrated Framework*.  Based on our assessment webelieve that, as of December 31, 2004, the company’s internal control overfinancial reporting is effective based on those criteria.

 

*SOURCECORP*’sindependent registered public accounting firm, Deloitte & Touche LLP, hasissued an audit report on our assessment of the company’s internal control overfinancial reporting, which is included herein.

 

SOURCECORP Incorporated

Dallas, Texas

April 27, 2005

 

 
| /s/  Ed H. Bowman, Jr.   |                     | /s/  Barry L. Edwards |   |
|--------------------------|--------------------------|-----------------------|--------|
|                     |                     |
| Ed  H. Bowman, Jr.       | Barry  L. Edwards        |
| Chief  Executive Officer | Chief  Financial Officer |

 

3

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*(c)Attestation report of independent registered public accounting firm.*

 

REPORT OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM

To the Board of Directors and Stockholders ofSOURCECORP, Incorporated

                We have audited management’sassessment, included in the accompanying “Management’s Report on InternalControl Over Financial Reporting”, that SOURCECORP, Incorporated andsubsidiaries (the “Company”) maintained effective internal control over financialreporting as of December 31, 2004, based on criteria established in *Internal Control—Integrated Framework* issued by theCommittee of Sponsoring Organizations of the Treadway Commission.  As described in “Management’s Report onInternal Control Over Financial Reporting”, management excluded from theirassessment the internal control over financial reporting at KeyPoint ConsultingLLC, which was acquired on April 15, 2004 and whose financial statementsreflect total assets and revenues constituting 3.6 and 1.5 percent,respectively, of the related consolidated financial statement amounts as of andfor the year ended December 31, 2004. Accordingly, our audit did not include the internal control overfinancial reporting at KeyPoint Consulting LLC. The Company’s management is responsible for maintaining effectiveinternal control over financial reporting and for its assessment of theeffectiveness of internal control over financial reporting.  Our responsibility is to express an opinionon management’s assessment and an opinion on the effectiveness of the Company’sinternal control over financial reporting based on our audit.

                Weconducted our audit in accordance with the standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that weplan and perform the audit to obtain reasonable assurance about whethereffective internal control over financial reporting was maintained in allmaterial respects.  Our audit includedobtaining an understanding of internal control over financial reporting,evaluating management’s assessment, testing and evaluating the design andoperating effectiveness of internal control, and performing such otherprocedures as we considered necessary in the circumstances.  We believe that our audit provides areasonable basis for our opinions.

                Acompany’s internal control over financial reporting is a process designed by,or under the supervision of, the company’s principal executive and principalfinancial officers, or persons performing similar functions, and effected bythe company’s board of directors, management, and other personnel to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of records that, inreasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles, andthat receipts and expenditures of the company are being made only in accordancewith authorizations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company’s assets that could have amaterial effect on the financial statements.

                Becauseof the inherent limitations of internal control over financial reporting,including the possibility of collusion or improper management override ofcontrols, material misstatements due to error or fraud may not be prevented ordetected on a timely basis.  Also,projections of any evaluation of the effectiveness of the internal control overfinancial reporting to future periods are subject to the risk that the controlsmay become inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

                In our opinion, management’sassessment that the Company maintained effective internal control overfinancial reporting as of December 31, 2004, is fairly stated, in all materialrespects, based on the criteria established in *InternalControl—Integrated Framework* issued by the Committee of SponsoringOrganizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects,effective internal control over financial reporting as of December 31, 2004,based on the criteria established in *InternalControl—Integrated Framework* issued by the Committee of SponsoringOrganizations of the Treadway Commission.

 

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                We have also audited, inaccordance with the standards of the Public Company Accounting Oversight Board(United States), the consolidated balance sheet as of December 31, 2004 and therelated consolidated statements of operations, stockholders’ equity, and cashflows for the year ended December 31, 2004 of the Company and our report datedMarch 31, 2005 expressed an unqualified opinion on those financial statements.

 

 
| /s/ | ***DELOITTE  & TOUCHE LLP*** |
|-----|----------------------------------|

Dallas, Texas

April29, 2005

 

*(d) Changesin internal controls*

DuringOctober 2004, the Company, with the oversight and approval of the AuditCommittee of its Board of Directors, initiated an investigation of thefinancial results of one of its operating subsidiaries in the InformationManagement and Distribution reportable segment (the “Operating Subsidiary”).The findings of the investigation concluded that the Operating Subsidiary hadincorrectly recognized revenue for certain customer arrangements and omittedcertain operating expenses from its financial results which in turn resulted inoverpayments and over accruals of contingent consideration amounts due underthe earn-out provisions of the acquisition agreement for the Operating Subsidiary.  As a result, the consolidated financialstatements for the years ended December 31, 2001, 2002, and 2003 wererestated from the amounts previously reported, as morefully described in Item 7, Management’s Discussion and Analysis of FinancialCondition and Results of Operations and in Note 3 to the consolidated financialstatementsfiled in the Company’s 2004 Form 10-K filed on March 31, 2005.  Inlight of the events giving rise to the Company’s restatement, the Company’sChief Executive Officer and Chief Financial Officer have made changes ininternal control over financial reporting in order to address the causes of therestatement.

The Company’s investigation of thecircumstances giving rise to the accounting errors that were corrected in therestatement identified the following issues, which collectively were amaterial weakness in the Company’s internal control over financial reportingthat were found to have existed through September 30, 2004:

•      Certainemployees of the Operating Subsidiary responsible for the internal controlprocesses at the Operating Subsidiary either colluded with or coercedindividuals to override the internal controls related to the followingprocesses:

•                  Billingand revenue recognition.

•                  Contractualcompliance.

•                  Changemanagement controls over the IT environment, specifically with regard tosoftware programs designed to calculate customer invoicing and amounts recordedas revenue.

•        Monitoringof non-system generated journal entries of the Operating Subsidiary that wererecorded by those individuals who were involved in the activities mentionedabove.

•      Employeesresponsible for the Operating Subsidiary’s accounting processes reportedthrough the Operating Subsidiary’s operational management who were involved inthe activities mentioned above.

•      TheOperating Subsidiary operated and maintained its general ledger systemseparately from the Company’s corporate general ledger system.

•      Certainlocal management of the Operating Subsidiary responsible for the OperatingSubsidiary’s internal control processes failed to fully implement the Company’sethics hotline designed for reporting unethical or illegal activities.

The Company took thefollowing actions at the Operating Subsidiary to remediate the underlyingmaterial weakness resulting in the restatement:

•       Terminatedindividuals involved in overriding the internal controls at the OperatingSubsidiary and replaced them with new management.

 

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•      Assistedthe Operating Subsidiary’s new management in communicating and implementing theCompany’s ethics hotline designed for reporting unethical or illegalactivities.

•       Performeda review and made improvements to the controls related to the production andrevenue accounting systems affecting the Operating Subsidiary’s revenueaccounting and customer invoicing.

•      Developedand implemented control procedures at the Operating Subsidiary designed to helpensure contract compliance as follows:

•                 Disseminatedcontractual terms to line managers including production and billingrequirements.

•                 Establishedprocedures to monitor line managers compliance withcontract requirements,

•                 Performedcontrol procedures designed to monitor billing contract conformity.

 

•      Improved internal control procedures forprocessing and monitoring certain accounting related functions (includingjournal entry processing) of the Operating Subsidiary through consolidatingthese functions into the Company’s corporateaccounting department.

•      Convertedthe Operating Subsidiary’s general ledger system to the Company’s corporategeneral ledger system.

 

In addition to thecorrective actions implemented at the Operating Subsidiary described above, theCompany took the following company-wide actions to reinforce its internalcontrol over financial reporting:

•      IncreasedInternal Audit’s company-wide testing of internal controls related to customerinvoicing and revenue recognition.

•      Introduceda company-wide quarterly certification process requiring operation’s managementto certify to contractual compliance during respective reporting periods.

•      Implementeddedicated accounting and information technology teams responsible foridentifying control deficiencies and implementing corrective actioncompany-wide.

•      Formed a compliance/enterprise riskmanagement committee chartered to analyze corporate-wide risks and overseecorrective action plans.  The committeeconsists of certain corporate level officers including the Company’s ChiefExecutive Officer, Chief Financial Officer, Chief Legal Counsel, ChiefAccounting Officer, Chief Information Officer, Vice President of HumanResources, and Vice President of Internal Audit.  This committee’s responsibilities augmentexisting control procedures over financial reporting.

 

The changes to internalcontrol over financial reporting described above were implemented in the fourthquarter of 2004. The Company believes these actions corrected the materialweakness in the Company’s internal control over financial reporting thatexisted at September 30, 2004.  Inaddition, during the fourth quarter, the Company augmented its documentation ofcertain policies, procedures and processes and modified certain process levelcontrols. Except as described above, there has been no significant change inour internal control over financial reporting during the fourth quarter whichmaterially affected, or is reasonably likely to affect, our internal controlover financial reporting.

 

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PART IV

 

 

ITEM 15.       EXHIBITSAND FINANCIAL STATEMENT SCHEDULES

 

(a)(3)              Thefollowing Exhibits are filed as part of this Report as required by Item 601 ofRegulation S-K.  The Exhibits designatedby asterisks are management contracts and compensatory plans and arrangementsrequired to be filed as Exhibits to this Report.

 
| **EXHIBIT NUMBER** | ** ** | **DESCRIPTION**                                                                                                                                                                                                                                                                                                                                                                                 |
|--------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1                |       | 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  Registrant’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                |       | 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                  |       | 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)                                                                                                                              |
| 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)                                                                                                                                                                                                                       |
| 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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’s Registration Statement on  Form S-8 filed on December 29, 1998)                                                                                                                                                                      |

 

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| 10.13  |   | Warrant  No. 14 issued to Kaye Hall, dated October 27, 1998 (Incorporated by  reference to Exhibit 4.11 to the Registrant’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 Registrant’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 Registrant’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 Registrant’s  Registration Statement on Form S-8 filed on September 17, 1999)     |
| 10.17* |   | Warrant  No. 21 issued to Thomas C. Walker, dated May 19, 1999 (Incorporated  by reference to Exhibit 4.9 to the Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’s  Registration Statement on Form S-8 filed on April 25, 2000)       |
| 10.31  |   | Warrant  No. 37 issued to Francis Esteban, dated February 25, 2000  (Incorporated by reference to Exhibit 4.15 to the Registrant’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 Registrant’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 Registrant’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 Registrant’s  Registration Statement on Form S-8 filed on April 25, 2000)        |

 

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| 10.35  |   | Warrant  No. 41 issued to David Byerley, dated March 16, 2000 (Incorporated  by reference to Exhibit 4.19 to the Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’s Registration Statement  on Form S-8 filed on April 25, 2000)           |
| 10.45  |   | Warrant  No. 53 issued to Leo Cooper, dated March 16, 2000 (Incorporated by  reference to Exhibit 4.31 to the Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’s Registration Statement  on Form S-8 filed on May 11, 2001)            |

 

9

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| 10.57  |   | Warrant  No. W067 issued to Hossein Borhani, dated January 24, 2001  (Incorporated by reference to Exhibit 4.13 to the Registrant’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 Registrant’s  Registration Statement on Form S-8 filed on May 11, 2001)                                                                                                                        |
| 10.59  |   | Warrant  No. W069 issued to Joan Haworth, dated January 24, 2001  (Incorporated by reference to Exhibit 4.15 to the Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’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 Registrant’s  Registration Statement on Form S-8 filed on May 11, 2001)                                                                                                                       |
| 10.70* |   | 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 Registrant’s 2003 Annual Report on Form  10-K filed March 12, 2004) |
| 10.71* |   | 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 Registrant’s 2003 Annual Report on Form 10-K filed  March 12, 2004)                                                                    |
| 10.72* |   | 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 Registrant’s 2003 Annual Report on Form 10-K filed  March 12, 2004)       |
| 10.73* |   | 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 Registrant’s 2003 Annual Report on Form 10-K filed  March 12, 2004)     |
| 10.74* |   | 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  Registrant’s 2003 Annual Report on Form 10-K filed March 12, 2004)                                               |
| 10.75  |   | Intentionally  Left Blank                                                                                                                                                                                                                                                                                                                           |

 

10

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| 10.76* |   | 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 Registrant’s 2003 Annual  Report on Form 10-K filed March 12, 2004)                                           |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.77* |   | 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 Registrant’s 2003 Annual Report on Form 10-K filed  March 12, 2004) |
| 10.78* |   | 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 Registrant’s  2003 Annual Report on Form 10-K filed March 12, 2004)                                             |
| 10.79* |   | Consulting  Agreement between F.Y.I. Incorporated and David Lowenstein (Incorporated by  reference to Exhibit 10.65 of the Company’s 1999 Form 10-K filed on  March 23, 2000)                                                                                                                                             |
| 10.80* |   | 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)                                                          |
| 10.81* |   | 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)                                                             |
| 10.82* |   | 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)                                                          |
| 10.83* |   | 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)                                      |
| 10.84* |   | 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)                                                                 |
| 10.85* |   | 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)                                           |
| 10.86* |   | 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)                                                                                   |
| 10.87* |   | 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 2002 Form 10-K filed  March 31, 2003)                                                                           |
| 10.88* |   | 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)                                                                                               |
| 10.89* |   | 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)                                            |
| 10.90* |   | 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)                                                           |

 

11

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| 10.91* |   | 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)                                                                                            |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.92  |   | 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)                                                                                                                             |
| 10.93  |   | 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)                                                                                                           |
| 10.94  |   | 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)                                                                                                      |
| 10.95  |   | 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 thereto (Incorporated by reference to Exhibit 10.1 to the  Company’s Form 10-Q filed May 13, 2003)                                                                                             |
| 10.96  |   | 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 2002 Form 10-K filed  March 31, 2003)                                          |
| 10.97  |   | 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 2002 Form 10-K filed  March 31, 2003)                                                  |
| 10.98  |   | 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 2002 Form 10-K filed  March 31, 2003)                                                    |
| 10.99  |   | 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 2002 Form 10-K filed  March 31, 2003)                                      |
| 10.100 |   | 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 2002 Form 10-K filed  March 31, 2003)                                        |
| 10.101 |   | 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 2002 Form 10-K filed March 31, 2003) |
| 10.102 |   | 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 2002 Form 10-K filed  March 31, 2003)                                            |
| 10.103 |   | 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 2002 Form 10-K filed  March 31, 2003)                                         |

 

12

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| 10.104 |   | 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  2002 Form 10-K filed March 31, 2003) |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.105 |   | 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 2002 Form 10-K filed  March 31, 2003)                                 |
| 10.106 |   | 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  2002 Form 10-K filed March 31, 2003)     |
| 10.107 |   | Extension  Agreement, effective April 3, 2003 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 10.7 to the Company’s Form 10-Q filed  May 13, 2003)                                 |
| 10.108 |   | Extension  Agreement, effective April 3, 2003 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 10.8 to the Company’s Form 10-Q filed  May 13, 2003)                               |
| 10.109 |   | Extension  Agreement, effective April 3, 2003 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, N.A. (Incorporated by  reference to Exhibit 10.9 to the Company’s Form 10-Q filed  May 13, 2003)                                        |
| 10.110 |   | Extension  Agreement, effective April 3, 2003 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 10.10 to the Company’s Form 10-Q filed May 13,  2003)                                          |
| 10.111 |   | Extension  Agreement, effective April 3, 2003 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 (Incorporated by  reference to Exhibit 10.11 to the Company’s Form 10-Q filed  May 13, 2003)                                  |
| 10.112 |   | Extension  Agreement, effective April 3, 2003 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 10.12 to the Company’s Form 10-Q filed  May 13, 2003)                                        |
| 10.113 |   | Extension  Agreement, effective April 3, 2003 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 10.13 to the Company’s Form 10-Q filed  May 13, 2003)                               |
| 10.114 |   | Extension  Agreement, effective April 3, 2003 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, N.A. (Incorporated by  reference to Exhibit 10.14 to the Company’s Form 10-Q filed  May 13, 2003)                               |
| 10.115 |   | Extension  Agreement, effective December 4, 2003 among SOURCECORP, Incorporated,  each of the Lenders party thereto, Bank of America, N.A. and Banc of America  Securities LLC, executed on behalf of Hibernia National Bank  (Incorporated by reference to Exhibit 10.115 to the Registrant’s 2003 Annual  Report on Form 10-K filed March 12, 2004)          |
| 10.116 |   | 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)                                                                                                                |

 

13

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| 10.117     |   | 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)                                                                                                                                             |
|------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.118     |   | 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)                                                                                                                                                                             |
| 10.119     |   | 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)                                                                                                                                               |
| 10.120     |   | 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 Registrant’s 2003 Annual Report on Form 10-K filed  March 12, 2004)                                                             |
| 10.121     |   | 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)**                                                                                       |
| 10.122     |   | 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)                              |
| 10.123     |   | 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)             |
| 10.124     |   | 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)** |
| 10.125     |   | 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)                                                                                                                                       |
| 10.126     |   | 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)                                                                                                                                              |
| 10.127*    |   | 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)                                                                                                                                                                                      |
| 10.128*    |   | Description  of Non-Qualified Retirement Plan Match (Incorporated by reference to Exhibit  10.128 on the Company’s 2004 Form 10-K filed March 31, 2005)                                                                                                                                                                                                                                               |
| 10.129*    |   | 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)                                                                                                                                                                                                                                        |
| 10.130*    |   | 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)                                                                                                                                                     |
| 21         |   | List  of subsidiaries of SOURCECORP, Incorporated (Incorporated by reference to  Exhibit 21 on the Company’s 2004 Form 10-K filed March 31, 2005)                                                                                                                                                                                                                                                     |
| 23.1       |   | Consent  of Deloitte & Touche LLP (Incorporated by reference to Exhibit 23.1  on the Company’s 2004 Form 10-K filed March 31, 2005)                                                                                                                                                                                                                                                          |
| 23.2† |   | Consent  of Deloitte & Touche LLP                                                                                                                                                                                                                                                                                                                                                                      |
| 24         |   | Power  of Attorney (Incorporated by reference to Exhibit 24 on the Company’s 2004  Form 10-K filed March 31, 2005)                                                                                                                                                                                                                                                                                    |

 

14

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| 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 (Previously included as  Exhibit 32.1 on the Company’s 2004 Form 10-K filed March 31, 2005) |
| 32.2       |   | Certification  pursuant to Section 906 of Sarbanes-Oxley Act (Previously included as  Exhibit 32.2 on the Company’s 2004 Form 10-K filed March 31, 2005) |

----

†                     Filedherewith.

*                    Compensatoryplan or arrangement.

**             Schedulesand similar attachments are omitted in accordance with Item 601(b)(2) of Regulation S-K and a brief description of suchomitted schedules and similar attachments is included in the agreement. TheCompany undertakes to provide the Commission with a copy of any such omittedsupplemental schedule or similar attachment upon request.

 

15

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SIGNATURES

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this Report to be signed on its behalf bythe undersigned, thereunto duly authorized.
|                                          |            | SOURCECORP,  INCORPORATED             |
|-----------------------------------------------|-----------------|---------------------------------------|
|                                          |            |                                  |
|                                          |            |                                  |
|                                          | By:   | /s/ ED H. BOWMAN, JR.,           |
|                                          |            | Ed H. Bowman, Jr.,               |
|                                          |            | President and Chief Executive Officer |
| Dated:    April 29,  2005 |            |                                  |

 
| **SIGNATURE**                       | ** ** | **CAPACITY IN WHICH SIGNED**                          | ** ** | **DATE**        |
|-------------------------------------|------------|-------------------------------------------------------|------------|-----------------|
|                                |       |                                                  |       |            |
| /s/  THOMAS C. WALKER*              |       | Chairman  of the Board and Chief Development Officer  |       | April  29, 2005 |
| Thomas  C. Walker                   |       |                                                  |       |            |
|                                |       |                                                  |       |            |
| /s/  ED H. BOWMAN, JR.*        |       | Director,  President and Chief Executive Officer      |       | April  29, 2005 |
| Ed  H. Bowman, Jr.             |       | (Principal  Executive Officer)                        |       |            |
|                                |       |                                                  |       |            |
| /s/  DAVID LOWENSTEIN*              |       | Director  and Founder                                 |       | April  29, 2005 |
| David  Lowenstein                   |       |                                                  |       |            |
|                                |       |                                                  |       |            |
| /s/  BARRY L. EDWARDS*              |       | Executive  Vice President and Chief Financial Officer |       | April  29, 2005 |
| Barry  L. Edwards                   |       | (Principal  Financial Officer)                        |       |            |
|                                |       |                                                  |       |            |
| /s/  G. MICHAEL BELLENGHI*          |       | Director                                              |       | April  29, 2005 |
| G.  Michael Bellenghi               |       |                                                  |       |            |
|                                |       |                                                  |       |            |
| /s/  MICHAEL J. BRADLEY*            |       | Director                                              |       | April  29, 2005 |
| Michael  J. Bradley                 |       |                                                  |       |            |
|                                |       |                                                  |       |            |
| /s/  DONALD F. MOOREHEAD, JR.* |       | Director                                              |       | April  29, 2005 |
| Donald  F. Moorehead, Jr.      |       |                                                  |       |            |
|                                |       |                                                  |       |            |
| /s/  HON. EDWARD M. ROWELL*         |       | Director                                              |       | April  29, 2005 |
| Hon.  Edward M. Rowell              |       |                                                  |       |            |

 

 

 
| By:  | /s/  ED H. BOWMAN, JR., Attorney-in-Fact | ** ** | ** ** | April  29, 2005 |
|-----------|------------------------------------------|------------|------------|-----------------|
|      | Ed  H. Bowman, Jr.                       |       |       |            |

 

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