**Exhibit 2.3**

 

**ASSET PURCHASE AND SALE AGREEMENT**

 

**among**

 

**IRON MOUNTAIN INFORMATION MANAGEMENT, INC.**

 

**as Buyer**

 

**DELIVEREX ACQUISITION CORP.**

 

**as Seller**

 

**and**

 

***SOURCECORP,*INCORPORATED**

 

**as Limited Guarantor**

 

 

**as of July 21, 2004**

 

 

In the event other pages, including but not limited to, cover pages,indexes, or tables of contents, are placed in front of this page, those pagesshall not be deemed the first page. This page and only this page shall be deemed or considered the firstpage of the Asset Purchase and Sale Agreement for all legal purposes.

 

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**ASSET PURCHASE AND SALE AGREEMENT**

 

**THIS AGREEMENT**(“Agreement”) is made as of July 21, 2004 by and between Iron MountainInformation Management, Inc., a Delaware corporation (“Buyer”), and DeliverexAcquisition Corp., a Delaware corporation (“Seller”), and is entered into by *SOURCECORP*, Incorporated (“*SOURCECORP*”) for the limited purpose setforth in Section 11.14 hereof.

 

**RECITALS**

 

A.                                   Selleris engaged in the business of providing records storage services for medicalrecords in the Seattle, Washington metropolitan area.

 

B.                                     Buyerdesires to purchase, and Seller desires to sell, substantially all the assetsof the Deliverex-Seattle business on the terms and subject to the conditionscontained in this Agreement.

 

C.                                     TheBoard of Directors of Buyer has approved and adopted this Agreement and each ofthe Board of Directors of Seller and *SOURCECORP*,the sole stockholder of Seller, has approved and adopted this Agreement.

 

In consideration of the mutual representations, warranties, covenantsand agreements set forth herein, and for other good and valuable considerationthe receipt and sufficiency of which are hereby acknowledged, Buyer and Seller,intending to be legally bound, agree as follows:

 

# ARTICLE 1.DEFINITIONS

#  

## Section 1.1.                                   CertainDefinitions.  For purposes of thisAgreement, certain terms used in this Agreement and not otherwise definedherein shall have the meanings designated below:

##  

***“Affiliate”***shall mean, with respect to any Person, (a) any individual or entity at thetime directly or indirectly controlling, controlled by or under direct orindirect common control with such Person, (b) any general partner, manager,executive officer or director of such Person, and (c) when used with respect toan individual, shall include any member of such individual’s immediate familyor a family trust.

 

***“Agreement”***shall mean all or any part of this Agreement, including all schedules,exhibits, and appendices, as any of the foregoing may be amended, modified orsupplemented in writing from time to time.

 

***“Business”***shall mean the Seattle, Washington metropolitan area records storage businessconducted by Seller.

 

***“Capitalized Lease”***shall mean any lease which should be capitalized on the balance sheet of Sellerin accordance with GAAP.

 

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***“Charter Documents”***shall mean, with respect to any Party hereto which is a corporation, itscharter, its by-laws and all shareholder agreements, voting trusts and similararrangements applicable to any of its capital stock and, with respect to anyParty hereto which is a limited liability company, its certificate offormation, operating agreement, any agreements among members and any managementand similar agreements between the limited liability company and any managers(or any Affiliate thereof).

 

***“Closing”***shall mean the occasion upon which the Transactions are carried out by thedelivery of documents, payment of funds and other actions contemplated herein,as described in Article 8.

 

***“Closing Date”***shall mean July 21, 2004, provided that on or before such date the last ofthe conditions set forth in Articles 6 and 7 is satisfied orwaived (other than those which require delivery of opinions or other documentsat closing), or such other date as the parties may agree. The parties shallexecute and deliver all documents necessary for the Closing of the Transactionson the Closing Date.  Except asotherwise agreed by the Parties hereto, all such documents shall have legaleffect on the Closing Date, but certain financial adjustments shall be made asof the Effective Time, as described in Article 2.

 

***“Contract”***and***“Contractual Obligation”***shall mean any term, condition, provision, representation, warranty, agreement,covenant, undertaking, commitment, indemnity or other obligation which isoutstanding or existing under any instrument, contract, lease or othercontractual undertaking to which a Person is party or by which it or any of theBusiness or its assets (including, without limitation, the Subject Assets) issubject or is bound.

 

***“Effective Time”***shall mean 12:01 a.m. Pacific Time on July 1, 2004.

 

***“Encumbrances”***shall mean any and all encumbrances, mortgages, security interests, estates ofsuperior title, liens, Taxes, claims, liabilities, options, commitments,charges, covenants, conditions, restrictions or other obligations of whatsoeverkind, quantity or nature, whether accrued, absolute, contingent or otherwise,which affect title to the Subject Assets.

 

***“Entity”***shall mean any corporation, firm, unincorporated organization, association,partnership, limited liability company, trust (inter vivos or testamentary),estate of a deceased, insane or incompetent individual, business trust, jointstock company, joint venture or other organization, entity or business, whetheracting in an individual, fiduciary or other capacity, or any governmentalauthority.

 

***“Event”***shall mean the existence or occurrence of any act, action, activity,circumstance, condition, event, fact, incident or practice, or any set orcombination of any of the foregoing.

 

***“Excluded Assets”***shall mean (i) cash and cash equivalents of Seller, any insurance policies,letters of credit, deposits or other similar items, and refunds for Taxes orother governmental charges or claims thereto, (ii) the minute books and corporate records of Seller, (iii) the Plansand their interests and assets, (iv) assets disposed of or consumed in theordinary course of business prior to the Closing, (v) the Retained IntellectualProperty Rights, which shall

 

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include any and all websites and URL addresses using “Deliverex,” “*SOURCECORP*,” SRCP or any derivatives ofthe foregoing, and commercial “shrink wrap” software not used in the operationor management of the Business or that by its terms of use is not transferableor assignable, (vi) those assets of Seller not used in the Business, and (vii)the assets and properties set forth on Schedule A.

 

***“GAAP”***shall mean generally accepted accounting principles in the United States.

 

***“Knowledge”***or the phrases “to the knowledge of” or “to the best of Seller’s knowledge,”when used in reference to Seller, shall mean (except as otherwise statedherein) matters actually known by any of Thomas C. Walker, Michael Wickman orPam Knudsen.

 

***“Lease”***meansthe lease dated August 7, 2003, between SeaKing Industrial Park, LLC, aslandlord, and Seller, as tenant, pursuant to which Seller occupies the LeasedPremises.

 

***“Leased Premises”***shall mean the premises leased by Seller located at Suite E, 9100 FifteenthPlace South, and Suite A, 1600 South 92nd Place, Seattle, Washington 98108.

 

***“Material AdverseEffect”*** means any effect or change that ismaterially adverse to the operations, results or financial condition of the SubjectAssets or the Business, other than effects or changes resulting from generaleconomic conditions or laws or regulations of general applicability to theBusiness.

 

***“Material Contract”***shall mean, with respect to the Business, any Contract which (a) was notentered into in the ordinary course of business, (b) was entered into in theordinary course of business which (i) involved the purchase, sale or lease ofgoods or materials, or purchase of services, aggregating more than Twenty-fiveThousand Dollars ($25,000) during calendar year 2003, or (ii) is not terminableon thirty (30) days or less notice without penalty or other payment, (c)involves a Capitalized Lease obligation or indebtedness for borrowed money or aguarantee of any obligation of a third Person, (d) is or otherwise constitutesa written agency, broker, dealer, license, distributorship, salesrepresentative or similar written agreement, (e) accounted for more than fivepercent (5%) of the revenues of the Business in any of the last three fiscalyears or is reasonably likely to account for more than five percent (5%) ofrevenues of the Business during the current fiscal year, (f) is a jointventure, partnership or similar Contract, (g) is a noncompetition,non-disclosure or confidentiality agreement (other than those entered into inthe ordinary course of business with customers, suppliers and employees), (h)is a power of attorney related to the Business, or (i) prohibits Seller or theBusiness from freely engaging in any business or competing anywhere in theworld.  The parties agree that theVirginia Mason Agreement is a Material Contract.  The foregoing definition of “***Material Contract***” shall not serve as abenchmark for what constitutes materiality (including, without limitation, “***Material Adverse Effect***”)with respect to the other provisions of this Agreement.

 

***“Party”***shall mean Seller, on the one hand, and Buyer, on the other hand.

 

***“PermittedEncumbrances”*** shall mean (a) liens for Taxes,assessments and governmental charges with respect to the Subject Assets not yetdue and payable; (b) applicable

 

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zoning regulations and ordinances provided the same do not prohibit orimpair in any material respect use of the Premises as currently operated andconstructed; (c) purchase money security interests or equipment and vehicleleases as set forth on Schedule 3.13; and (d) such othernon-monetary Encumbrances as do not impair marketability and do not materiallyinterfere with the use of the Subject Assets or the Business as currentlyoperated and constructed or proposed to be operated and constructed.

 

***“Person”***shall mean any natural individual or Entity.

 

***“RetainedIntellectual Property Rights”*** means thetrademarks, trademark applications, trade names, patents, patent applications,service marks, service mark applications, copyrights, slogans, domain names,logos and URL addresses, including, without limitation, all of the foregoingusing “*SOURCECORP*,” “SRCP,”“Deliverex” or any derivations thereof, commercial “shrink wrap” software notused in the operation or management of the Business or that by its terms of useis not transferable or assignable, and other similar intangible property rightsowned, used and/or licensed by Seller prior to the Closing set forth on Schedule Athat have been or are to be retained by Seller such that they shall constituteExcluded Assets and with respect to which Buyer shall acquire no rightstherein.

 

“***Subject Assets***”means all of the tangible and intangible assets used or held by Seller inconnection with the operation of the Business, including, without limitation,Seller’s interest in the following:

 

(i)                                     all of thetangible personal property of Seller used solely in connection with theoperation of the Business, including, without limitation, all racking,shelving, pallet jacks, warehouse equipment, owned and leased trucks and othervehicles, office equipment, telephone systems, security systems, computers,servers, computer programs, photocopiers and related equipment, inventories,furniture and fixtures and fixed assets, together with any replacements thereofand additions thereto made between the date hereof and the Closing Date;

 

(ii)                                  all of Seller’sintangible property and rights used in the operation of the Business, whereverlocated and whether or not described or referred to herein, including, withoutlimitation, any lease, Contract, instrument, agreement (including, withoutlimitation, any confidentiality, nondisclosure, nonsolicitation and/ornoncompetition agreement solely for the benefit of the Business), sales order,purchase order, open bid or other obligation or commitment, whether written ororal, and all rights therein;

 

(iii)                               all of Seller’s licensessolely relating to the operation of the Business;

 

(iv)                              all of Seller’s accountsreceivable, prepaid accounts, security deposits, claims, rights underwarranties and****choses-in-action;

 

(v)                                 all books, reports andrecords solely relating to the ownership or operation of the Subject Assets orthe conduct of the Business, including executed copies of the Contracts;

 

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(vi)                              all client, customer,candidate, contractor, supplier and consultant lists and information, includingwithout limitation files, Contracts and correspondence, telephone and facsimilenumbers, e-mail and website addresses and other business records of suchclients, customers, candidates, contractors, suppliers and consultants and allemployee lists and information, including without limitation files,correspondence, telephone and facsimile numbers and other business records ofsuch employees, in each case solely used in connection with the Business;

 

(vii)                           all Intellectual Property,other than the Retained Intellectual Property Rights set forth on Schedule A,solely used in connection with the Business, to the extent of Seller’s rightstherein; including without limitation the:

 

(A)                              telephonenumbers used in the Business; and

 

(B)                                allknow-how associated with the Business; and

 

(viii)                        the goodwill of the Business.

 

Without limiting the generality of the foregoing, the Subject Assetsshall include the items listed on Schedule B.

 

***“Taxes”***shallmean any and all taxes, sums or amounts assessed or assessable, levied and dueby any federal, state or county or other local governmental authority oragency, including without limitation, real and personal property taxes, incometaxes, whether measured by gross or net income or profit, franchise, license,excise, severance, stamp, occupation, custom, duty, transfer, documentary,sales and use taxes, employee withholding, social security, payroll,unemployment taxes and any other taxes required to be paid by Seller, includinginterest and penalties in respect thereof whether disputed or not, and whetheraccrued, contingent, due, absolute, deferred, unknown or other, together withany and all penalties, interests and additions to all such taxes, sums oramounts.

 

***“Termination Date”***shall mean July 30, 2004 or such other date as the Parties may, from timeto time, mutually agree.

 

***“Transactions”***shall mean the transactions contemplated by this Agreement or by the CollateralDocuments.

 

## Section 1.2.                                   Other Definitions.  In addition to the foregoing, the followingterms have the meanings given them in the following sections:

 
| **Term:**              |   | **Section:** |
|------------------------|--------|--------------|
| AAA                    |   | 10.4(ii)     |
| Arbitrator             |   | 10.4(ii)     |
| Assumed Obligations    |   | 2.2(b)(i)    |
| Buyer’s Documents |   | 4.2          |

 

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| Buyer Indemnified Parties          |   | 10.2(a)    |
|------------------------------------|--------|------------|
| CERCLA                             |   | 3.16(a)    |
| COBRA                              |   | 9.2(a)     |
| Code                               |   | 3.18(a)    |
| Collateral Documents               |   | 10.1       |
| Environmental Laws and Regulations |   | 3.16(a)    |
| ERISA                              |   | 3.18(a)    |
| ERISA Affiliate                    |   | 3.18(a)    |
| Excluded Liabilities               |   | 2.2(b)(ii) |
| Enforceability Limitations         |   | 3.2        |
| Financial Statements               |   | 3.6        |
| Indemnity Period                   |   | 10.1       |
| Intellectual Property              |   | 3.21(a)    |
| Inventory                          |   | 9.3(c)     |
| Loss and Expense                   |   | 10.2(a)    |
| Notice of Arbitration              |   | 10.4(i)    |
| Order                              |   | 3.3        |
| Plan                               |   | 3.18(a)    |
| Proposed Amendment                 |   | 2.2(a)(i)  |
| Purchase Price                     |   | 2.2(a)     |
| Representatives                    |   | 5.2(a)     |
| Retainage                          |   | 2.2(a)     |
| Seller’s Documents            |   | 3.2        |
| Seller Employees                   |   | 3.19       |
| Seller Indemnified Parties         |   | 10.2(b)    |
| Settlement Proposal                |   | 10.5       |
| Significant Customer               |   | 3.9        |
| Tax Information                    |   | 5.7        |
| Threshold                          |   | 10.3(a)    |
| Transfer Taxes                     |   | 5.7        |
| Transferred Employees              |   | 5.3(a)     |
| Virginia Mason                     |   | 2.2(a)     |
| Virginia Mason Agreement           |   | 2.2(a)(i)  |
| Virginia Mason Contingent Payment  |   | 2.2(a)     |

 

# ARTICLE 2.SALE AND PURCHASE OF SUBJECT ASSETS

#  

## Section 2.1.                                   Sale and Transfer.  Seller shall sell, convey, transfer, assignand deliver to Buyer, and Buyer shall purchase and receive from Seller, at theClosing, free and clear of all Encumbrances (other than PermittedEncumbrances), all of the Subject Assets and the Business.

 

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## Section 2.2.                                   Purchase Price;Assumption of Certain Obligations.

##  

### (a)                                  PurchasePrice.  The purchase price to bepaid by Buyer for all the Subject Assets and the Business (the “PurchasePrice”), provided that the Virginia Mason account is successfully transferredto Buyer as provided in clause (i) below, shall be One Million Four Hundred Twenty-five Thousand Dollars($1,425,000.00), subject to adjustment as provided below and in Section 2.4.  Seven Hundred Twelve Thousand Five HundredDollars ($712,500.00) of the Purchase Price shall be paid to Seller at theClosing by wire transfer of immediately available funds to such account asSeller shall designate in writing not less than two (2) business days prior tothe Closing Date.  The balance of thePurchase Price equal to Seven Hundred Twelve Thousand Five Hundred Dollars($712,500.00) shall be retained by Buyer (the “Retainage”) and shall accrueinterest at a rate of 3.5% per annum, of which Five Hundred Seventy ThousandDollars ($570,000.00) plus accrued interest thereon (the “Virginia MasonContingent Payment”) shall be paid to Seller upon the occurrence of the eventdescribed in Section 2.2(a)(i), and of which the balance of OneHundred Forty-Two Thousand Five Hundred Dollars ($142,500.00) plus accruedinterest thereon shall be paid to Seller under the circumstances described in Section 2.2(a)(ii).

###  

#### (i)                                     Buyerhas proposed to Virginia Mason Medical Center (“Virginia Mason”) an amendmentto the existing agreement, dated as of April 1, 2002 between Seller andVirginia Mason (the “Virginia Mason Agreement”), which proposed amendment isannexed hereto as Exhibit 2.2 (the “Proposed Amendment”).  Buyer will use commercially reasonableefforts to cause Virginia Mason to execute the Proposed Amendment as quickly aspracticable after the Closing Date.  IfVirginia Mason executes the Proposed Amendment, or any other amendment to theVirginia Mason Agreement reasonably acceptable to Buyer or a new agreementbetween Buyer and Virginia Mason, Buyer will promptly notify Seller of suchfact, and within five (5) business days after such execution shall pay toSeller the Virginia Mason Contingent Payment. Buyer shall not propose any amendment to the Virginia Mason Agreement orany agreement to replace or supersede the Virginia Mason Agreement with termsor conditions more onerous in any material respect than the terms set forth inthe existing Virginia Mason Agreement (to be deemed to include for purposes ofthis sentence the proposed amendments set forth in the Proposed Amendment).

####  

#### If Virginia Mason has not signed the Proposed Amendment (or analternative reasonably acceptable to Buyer or a new agreement between Buyer andVirginia Mason) on or before October 31, 2004, Buyer will notify VirginiaMason in writing that the Virginia Mason Agreement will terminate at the end ofits present term (i.e., March 31, 2005), and request that Virginia Masonarrange to have its materials removed from the current storage location (i.e.,the Leased Premises) on or prior to March 31, 2005.  Iron Mountain will use its commerciallyreasonable efforts to cause Virginia Mason to move its records to anotherservice provider no later than March 31, 2005.  In such event (unless after notification to Virginia Mason ofsuch pending termination Virginia Mason has executed the Proposed Amendment,any other amendment reasonably acceptable to Buyer or a new agreement betweenBuyer and Virginia Mason, or Virginia Mason remains a customer of Buyer afterAugust 31, 2005 under the Virginia Mason Agreement or any otheragreement), Iron Mountain will not be required to pay Seller the Virginia MasonContingent Payment.

 

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#### (ii)                                  OneHundred Forty Two Thousand Five Hundred Dollars ($142,500) of the Retainageplus accrued interest thereon will be paid to Seller on the nine-monthanniversary of the Closing Date, except to the extent necessary to reimburseBuyer for any Loss and Expense arising from breaches of the representations andwarranties, covenants or agreements made by Seller in this Agreement.

####  

### (b)                                 LimitedAssumption of Contracts and Obligations.

###  

#### (i)                                     Buyershall assume no obligations or liabilities of Seller, except that Buyer shallassume and perform all post-Effective Time obligations of Seller in respect ofSeller’s Contracts, including without limitation Seller’s Contracts with itscustomers of the Business, including (x) such post-Effective Time storageobligations for which Seller has received payment prior to the Effective Time,provided that the obligations to perform such storage were taken into accountin the adjustment to the Purchase Price pursuant to Section 2.4,and further provided, that Buyer shall not assume any obligations in respect ofwhich Seller has expressly agreed to indemnify Buyer, (y) all post-EffectiveTime obligations of Seller under ongoing Contracts set forth on Schedule 2.2(b)under the subheading “goods and services”, and (z) all post-Effective Timeobligations of Seller under any operating leases set forth on Schedule 2.2(b)under the subheading “vehicles and equipment” (the foregoing, the “AssumedObligations”).

####  

#### (ii)                                  Exceptas otherwise provided in Section 2.2(b)(i), Buyer shall not assumeor become obligated to perform any debt, liability or obligation of Seller,whether or not  relating to theownership or operation of the Subject Assets and the conduct of the Business,existing on or prior to the Effective Time or any obligations and liabilitiesrelating to Events occurring or existing on or prior to the Effective Time(collectively, the “Excluded Liabilities”), including without limitation:

####  

##### (A)                              incomeTaxes, unfunded pension costs, any employment arrangement (including withoutlimitation any obligation to any Seller Employee for severance, employeebenefits, vacation time or sick leave), and any of the following to the extentsame arise from Events occurring prior to or existing at the EffectiveTime:  products liability, productswarranty, legal actions or other claims, and obligations and liabilitiesrelating to or arising under Environmental Laws and Regulations;

#####  

##### (B)                                anyobligations or liabilities under Seller’s Contracts relating to indebtednessfor borrowed money and Capitalized Leases or for performance or non-performanceof Seller’s Contracts prior to the Effective Time;

#####  

##### (C)                                anyinsurance policies of Seller;

#####  

##### (D)                               thoserequired to be disclosed in the Schedules to this Agreement that are not sodisclosed;

#####  

##### (E)                                 anyliability or obligation from a breach of any warranty or any misrepresentationby Seller under this Agreement or any Collateral Document;

 

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##### (F)                                 anyliability or obligation from a breach or violation of, or failure to perform,any of Seller’s obligations, covenants, agreements or undertakings set forth inthis Agreement or any Collateral Document or Seller’s Charter Documents;

#####  

##### (G)                                anyobligation or liability relating to (I) any Excluded Asset or (II) the Plans;

#####  

##### (H)                               anyTaxes, fees, expenses or other amounts required to be paid by Seller pursuantto the provisions of this Agreement or any Collateral Document; and

#####  

##### (I)                                    anyContract with any Affiliate of Seller.

#####  

## Section 2.3.                                   Relationship ofClosing Date and Effective Time. The parties have agreed to bifurcate the date on which the Closingoccurs (July 21, 2004) and the date on which the economic benefit andburdens of operating the Business occurs (12:01 a.m. on July 1,2004).  Seller will be entitled tocollect receivables in the ordinary course through June 30, 2004, and willbe responsible for payment of operating expenses, such as wages, salaries andrent, through June 30, 2004 (and Buyer shall be responsible for payment ofall such expenses thereafter).  Risk ofloss shall be borne by Buyer after the Closing Date, and Buyer shall beresponsible for insuring the Business and the Subject Assets after the ClosingDate.  However, Buyer shall not beresponsible for damages or liability arising from any acts of Seller betweenJuly 1, 2004 and the Closing Date that constitutes gross negligence orgross misconduct.  Nothing in this Section 2.3shall constitute a waiver of Buyer of the condition to Closing set forth in Section 6.8.

##  

## Section 2.4.                                   Purchase PriceAdjustments.

##  

### (a)                                  Buyershall receive a credit against the Purchase Price for services to be providedor performed for customers after the Effective Time and set forth on Schedule 2.4(a)for which Seller has received payment prior to the Effective Time (which creditamount Seller and Buyer presently estimate to be no more than approximately$50,000).

###  

### (b)                                 Withrespect to ongoing expenses the billing period for which extends across theEffective Time, which expenses are described on Schedule 2.4(b),Buyer and Seller shall make Effective Time adjustments to the Purchase Price sothat Seller bears the costs of operating the Business properly accruable underGAAP in respect of the period prior to the Effective Time and Buyer bears thecost thereof properly accruable under GAAP in respect of the period commencingat the Effective Time and thereafter.

###  

## Section 2.5.                                   Post-ClosingAdjustment Date.  Buyer and Sellershall make all proration adjustments and payments arising under Section 2.4,to the extent known or then subject to calculation, on the Closing Date.  Not later than three months after theClosing Date, Buyer and Seller shall make any additional net adjustment bypayment of one to the other to effect a final adjustment in the Purchase Price.

##  

## Section 2.6.                                   Allocation ofPurchase Price.  At or before theClosing Date, the parties shall allocate the Purchase Price among the Assets inthe manner complying with Section 1060

 

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## of theCode.  Such allocation will be added tothis Agreement as Schedule 2.6 and shall be conclusive and bindingon each of the parties hereto for purposes of federal and, where applicable,state and local tax returns, and the parties do hereby agree that they will notvoluntarily take any position on such returns inconsistent with suchallocation, as adjusted for any Purchase Price adjustments hereunder.  The parties hereby agree to prepare andtimely file all applicable forms concerning the allocation of the PurchasePrice with the IRS and any other government authority consistent with theallocation, as adjusted for any Purchase Price adjustments hereunder, tocooperate with each other in the preparation of such forms, and to furnish eachother with a copy of such forms prepared in draft, within a reasonable periodprior to the filing due date thereof.

##  

# ARTICLE 3.REPRESENTATIONS AND WARRANTIESOF SELLER

#  

Seller represents and warrants to Buyer as follows as of the datehereof:

 

## Section 3.1.                                   Organization andGood Standing; Capitalization; Subsidiaries.

##  

### (a)                                  Selleris a corporation duly organized, validly existing and in good standing underthe laws of the State of Delaware, and has all requisite power and authority toown, operate, sell and lease its properties and to carry on its business aspresently conducted.  Seller has allrequisite power and authority (corporate and other) to execute and deliver, andperform its obligations under, this Agreement and to consummate theTransactions.  Seller is qualified to dobusiness and is in good standing in the State of Washington.

###  

### (b)                                 Sellerhas no subsidiaries or equity interests in any other Person that is involved inthe Business (*i.e.*, that performsrecords storage services in the Seattle, Washington metropolitan area).

###  

## Section 3.2.                                   Authorization.  The execution and delivery of this Agreementand the other agreements and documents required to be delivered by Seller inaccordance with the provisions hereof (the “Seller’s Documents”) andperformance by Seller of its obligations hereunder and thereunder have beenduly and validly authorized by all necessary action on the part of Seller.  This Agreement has been, and the Seller’sDocuments will be, duly executed and delivered on behalf of Seller, by dulyauthorized officers of Seller; and this Agreement constitutes, and the Seller’sDocuments when executed and delivered will constitute, the valid and bindingobligations of Seller, enforceable in accordance with their respective terms,except as enforcement may be limited by applicable bankruptcy, insolvency,reorganization or similar laws from time to time in effect affecting creditors’rights generally and by legal and equitable limitations on the availability ofspecific remedies (the “Enforceability Limitations”).

##  

## Section 3.3.                                   Compliance WithOther Instruments.  Except as setforth on Schedule 3.3, neither the execution and delivery by Sellerof this Agreement and the Seller’s Documents, nor the consummation by Seller ofthe Transactions, will, with or without the giving of notice or passage oftime, or both, (i) conflict with, or result in a breach or violation of, orconstitute a

 

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## default underany Charter Documents or applicable law, (ii) require any authorization orapproval of, or filing with, any governmental agency, authority or other bodyor any other Person (other than  as setforth in Schedule 3.3), or (iii) conflict with or violate, breach,or constitute a default under, or permit the termination or acceleration ofmaturity of, or result in the imposition of any Encumbrance upon any SubjectAsset pursuant to any provision of, any note, bond, indenture, mortgage, deedof trust, evidence of indebtedness or other Contract or any judgment, order,writ, injunction, decree, demand or assessment issued by any court, or anyfederal, state, municipal or other governmental agency, board, commission,bureau, instrumentality or department (collectively, any “Order”) by which Seller is bound, to which it is aparty, or to which the Subject Assets are subject, except for such conflicts,breaches, violations or defaults that, individually or in the aggregate, wouldnot be reasonably likely to have a Material Adverse Effect; nor is theeffectiveness or enforceability of this Agreement or such other documentsadversely affected by any provision of the Charter Documents of Seller.

##  

## Section 3.4.                                   Compliance withLaws.  Seller has complied, andthrough the Closing will continue to comply, in all material respects, withfederal, state and local laws, rules and regulations applicable to the Businessand the Subject Assets, and Seller possesses such certificates, authorizationsor permits issued by the appropriate local, state or federal regulatoryagencies or bodies as are necessary to conduct the Business in all materialrespects, except for such certificates, authorizations or permits the failureof which to obtain would not be reasonably likely to have a Material AdverseEffect; and Seller has not received any written notice of proceedings relatingto the revocation or modification of any such certificate, authorization orpermit.  Schedule 3.4 setsforth a list of all such certificates, authorizations and permits.

##  

## Section 3.5.                                   AdverseRestrictions.  No Subject Asset issubject to any applicable law, governmental license, Order, permit or otherauthorization, Contract, or any other obligation or restriction of any kind orcharacter, or any aggregation thereof, which materially impairs or will impairin any material respect the ability of Buyer to conduct the Business after theClosing in substantially the same manner as it is being conducted by Seller asof the date hereof; provided, however, that from and after the Closing, itshall be Buyer’s (and not Seller’s) sole responsibility to obtain and maintainsuch licenses, Orders, permits, authorizations, obligations, restrictions andother items described in this Section 3.5.

##  

## Section 3.6.                                   FinancialStatements.  Seller has heretoforemade available to Buyer the financial statements listed in Schedule 3.6(the “Financial Statements”).  TheFinancial Statements have been prepared from, and are in accordance with, thebooks and records of Seller.  TheFinancial Statements, including in each case the notes thereto, have beenprepared on a basis consistent with Seller’s historical practice, applied on aconsistent basis throughout the periods covered thereby, are true, complete andcorrect in all material respects, and fairly present the financial conditionand the results of operations and cash flow of the Business as of therespective dates thereof and for the respective periods covered thereby;provided, however, that the Financial Statements do not include notes andnormal recurring year-end adjustments, goodwill, deferred Taxes and items ofcorporate overhead.

##  

## Section 3.7.                                   AccountsReceivable.  All of Seller’saccounts receivable related to the Business represent legal, valid and bindingobligations of the obligors, and represent fully

 

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## completed bonafide transactions that require no further act on the part of Seller, and toSeller’s Knowledge, except for doubtful accounts reserved against as disclosedon the Financial Statements or Schedule 3.7, are collectible in theamounts set forth on Schedule 3.7 and, to Seller’s Knowledge, arenot subject to counterclaim, credit, adjustment or set-off thereto; provided,however, Seller makes no representation regarding the amount that will actuallybe collected.

##  

## Section 3.8.                                   No Material UndisclosedLiabilities.  Except as reflected inthe Financial Statements, there are no liabilities or obligations of Sellersince March 31, 2004 related to the operation of the Business, whetheraccrued, absolute or contingent which in the aggregate are material to theBusiness, other than liabilities and obligations that have been incurred in theordinary course of business consistent with past practice.

##  

## Section 3.9.                                   Absence ofCertain Customer Changes.  Except asdisclosed on Schedule 3.9, none of Seller’s customers whosebusiness exceeded Twenty-five Thousand Dollars ($25,000) for the year endedDecember 31, 2003 (each a “Significant Customer”) has terminated orindicated in writing (or, to Seller’s Knowledge, orally) an intention toterminate its business with, or reduce in any material respect the volume ofits business with, Seller.

##  

## Section 3.10.                             No Material AdverseChange.  Since March 31, 2004,there has been no material adverse change in the Subject Assets (including,without limitation, loss of or damage to a material amount or part of theSubject Assets) or the Business.

##  

## Section 3.11.                             Claims and LegalActions.  Except as set forth on Schedule 3.11,there is no claim, legal action, suit, arbitration, governmental investigationor other proceeding pending, or to Seller’s Knowledge, threatened, against orrelating to Seller, the Assets or the Business that, individually or in theaggregate, would materially and adversely affect Seller’s ability to consummatethe transactions contemplated by this Agreement.  Seller, to its Knowledge, is not under investigation with respectto any violation of any provision of any federal, state, municipal or other lawor administrative rule or regulation with respect to the Subject Assets or theBusiness and is not in default with respect to any currently effective orderthat relates to Seller’s operation of the Business or to the Subject Assets,the default with respect to or violation of which would be reasonably likely toleave a Material Adverse Effect.

##  

## Section 3.12.                             Contracts and OtherInterests.

##  

### (a)                                  Exceptas set forth in Schedule 3.12(a), all Material Contracts are infull force and effect, valid and enforceable in accordance with theirrespective terms against Seller and, to Seller’s Knowledge, against the other partiesthereto subject to the Enforceability Limitations; and there are no existingdefaults of Seller or, to Seller’s Knowledge, the other party thereto, orevents of default that, with the giving of notice or lapse of time, or both,would constitute material defaults of Seller or the other party thereto underany such Contracts, nor are material amendments pending with respect to anysuch Contracts.

###  

### (b)                                 Schedule 3.12(b)lists Seller’s ten (10) largest customers related to the Business measured byrevenues, in each case for the twelve (12) months ended December 31, 2003.

 

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### Seller hasdelivered a copy of each written Contract it has with each such customer toBuyer.  No such customer has terminatedits Contract or indicated in writing, or to Seller’s Knowledge, orally that itintends to terminate, or not renew, its Contract.

###  

### (c)                                  ToSeller’s Knowledge, no Person who has executed a noncompetition, non-disclosureor confidentiality agreement in favor of Seller in respect of the Business hasviolated or is currently in violation of any of the provisions of any suchagreement.

###  

### (d)                                 Schedule 3.12(d)sets forth a true, complete and correct list, in respect of the Business, of(i) all arrangements whereby Seller subcontracts the performance of servicesunder its Contracts to third Persons, and (ii) all arrangements whereby Sellerreceives revenues as a subcontractor for third Persons under such thirdPersons’ Contracts.

###  

## Section 3.13.                             Title; Encumbrances;Sufficiency.  Seller has good andmarketable title to all the Subject Assets, free and clear of all Encumbrancesexcept for Permitted Encumbrances and except as set forth on Schedule 3.13.  All Encumbrances (other than PermittedEncumbrances) shall be satisfied and discharged at or before Closing.  Except as set forth on Schedule 3.13,no financing statements under the Uniform Commercial Code and no other filingwhich names Seller as debtor or which covers or purports to cover any of theSubject Assets is on file in any state or other jurisdiction that will remainon file after the Closing, and Seller has not signed or agreed to sign any suchfinancing statement or filing that covers or purports to cover the SubjectAssets after the Closing or any agreement authorizing any secured partythereunder to file any such financing statement or filing.  Seller is not a party to, nor are theSubject Assets subject to, any Order that adversely affects the Subject Assetsor the use thereof by Seller.  TheSubject Assets include all assets necessary for the operation of the Businessas currently conducted by Seller, except as set forth on Schedule 3.13and for the Excluded Assets, and except for such assets the absence of whichwould not be reasonably likely to have a Material Adverse Effect.

##  

## Section 3.14.                             Condition of TangibleAssets; OSHA Compliance.  Seller hasnot received written notice of any violation of the Occupational Safety andHealth Act, or rules and regulations issued thereunder with respect to theBusiness or the Subject Assets.  ToSeller’s Knowledge, Seller is in material compliance with all applicablerequirements of the Occupational Safety and Health Act.

##  

## Section 3.15.                             Real Property.  The Leased Premises constitute all of thereal property that Seller utilizes as of the date hereof in connection with theBusiness.  With respect to the LeasedPremises, except as disclosed in Schedule 3.15: (i) Seller hasdelivered to Buyer a true, complete and correct copy of the Lease; (ii) theLease is legal, valid, binding upon Seller (and to Seller’s Knowledge, thelessor), enforceable (subject to the Enforceability Limitations), and in fullforce and effect, and Seller has a valid leasehold interest and enjoys peacefuland undisturbed possession under the Lease; and (iii) Seller is not in defaultof any of its material obligations under the Lease, and, to Seller’s Knowledge,the lessor under the Lease is not in default of its obligations thereunder.

 

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## Section 3.16.                             Certain EnvironmentalMatters.

##  

### (a)                                  ToSeller’s Knowledge, Seller is operating and has operated the Business and theLeased Premises in material compliance with all applicable local, state andfederal environmental, health and safety laws, statutes, regulations and ordinancesrelating to or otherwise imposing liability or standards of conduct concerningpollution, protection of the environment or human health and safety, including,but not limited to, the Comprehensive Environmental Response, Compensation, andLiability Act, 42 U.S.C. §§9601 etseq. (“CERCLA”), the ResourceConservation and Recovery Act, 42 U.S.C. §§6901 etseq., theClean Water Act, 33 U.S.C. §§1251 etseq., and the environmentallaws and regulations of the state of Washington  as each such law, statute, regulation or ordinance has beenamended from time to time (“Environmental Laws and Regulations”).

###  

### (b)                                 ToSeller’s Knowledge, Seller has not accepted for storage, and does not store,any hazardous substance or hazardous material on the Leased Premises except for*de minimis* amounts of items suchas cleaning supplies used in the ordinary course of business.

###  

### (c)                                  ToSeller’s Knowledge, neither Seller nor any third Person has ever disposed of,released or caused the release from, at, under or onto the Leased Premises ofan amount of any hazardous substance or hazardous material into the environmentwhich release or disposal would constitute a violation of, require reporting ornotification to any governmental agency pursuant to, or require investigation orclean-up under any Environmental Laws and Regulations.

###  

### (d)                                 ToSeller’s Knowledge, Seller is not a potentially responsible party under, norhas it received any notice that it is a potentially responsible party, noticeof responsibility, notice of violation or request for information from anygovernment agency or other Person under any Environmental Laws and Regulationswith respect to the Business or the Leased Premises.  Seller does not own, lease, rent or otherwise utilize anyunderground storage tanks in connection with the Business, and to Seller’sKnowledge, there are no tanks, containers, cylinders, drums or cans buried,stored or deposited in or at the Leased Premises.

###  

### (e)                                  Sellerhas delivered to Buyer copies of all environmental assessments, surveys andreports in Seller’s possession or control related to the Leased Premises, allof which are identified in Schedule 3.16(e).

###  

### (f)                                    Sellerhas not received any written report or other written information regarding anyactual or alleged material violation of Environmental Laws and Regulations, orany material liabilities or potential material liabilities (whether accrued,absolute, contingent, unliquidated or otherwise), including any materialinvestigatory, remedial or corrective obligations, relating to it or the LeasedPremises arising under Environmental Laws and Regulations (including withoutlimitation with respect to any existence on the Leased Premises of (i) anyfriable asbestos, (ii) any polychlorinated biphenyl (PCB) substances, (iii) anywaste petroleum products, or (iv) any urea formaldehyde foam insulation).

 

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### (g)                                 Forpurposes of this Section 3.16, “hazardous substance,” “release” and“environment” shall have the same meanings as such terms are defined bySection 101 of CERCLA and “hazardous material” means any substance (i) thepresence of which requires notification, removal or remediation under anyEnvironmental Laws and Regulations or (ii) which is defined as a “hazardouswaste,” “hazardous material,” “dangerous waste,” “toxic substance” or similarterm under any Environmental Laws and Regulations, including withoutlimitation, gasoline, diesel fuel, and other petroleum products.

###  

## Section 3.17.                             Taxes.  Seller has filed or caused to be filed allfederal, state and local income Tax returns required to be filed by it, andSeller has filed all excise or franchise Tax returns, real estate and personalproperty Tax returns, sales and use Tax returns and other Tax returns(including returns in respect of withholding and unemployment Tax), required tohave been filed by it and has paid all Taxes owing by it, including anyinterest and penalties thereon, except Taxes which have not yet accrued orotherwise become due for which adequate provision has been made or are beingcontested in good faith, except where the failure to file Tax returns or to payTaxes would not have a Material Adverse Effect.  The Tax returns of Seller have been prepared in accordance withall applicable laws.  All Taxes whichSeller is required by law to withhold and collect have been duly withheld andcollected, and have been paid over, in a timely manner, to the properauthorities to the extent due and payable.

##  

## Section 3.18.                             ERISA Plans.

##  

### (a)                                  Schedule 3.18sets forth a complete and correct list of each Plan that provides or mayprovide benefits in respect of any employee or former employee of the Seller oran ERISA Affiliate (or the beneficiaries or dependents of any such employee orformer employee of the Seller or an ERISA Affiliate) who works or worked in theoperations of the Business to the extent such Person has any present or futureright to benefits under any Plan or under which Seller or an ERISA Affiliatehas any present or future liability with respect to such Person.  For purposes of this Agreement, the term“Plan” shall include each “employee benefit plan,” as such term is defined inSection 3(3) of the Employee Retirement Income Security Act of 1974, asamended (“ERISA”), and each bonus, incentive or deferred compensation,severance, termination, retention, change of control, stock option, stockappreciation, stock purchase, phantom stock or other equity-based, performanceor other employee or retiree benefit or compensation plan, welfare benefitprogram, arrangement, agreement, policy or understanding, whether written orunwritten under which employees of the Business receive benefits.  For purposes of this Agreement, the term“ERISA Affiliate” shall include any organization that is or has ever beentreated as a single employer with Seller under Sections 414(b), (c), (m) or (o)of the Internal Revenue Code of 1986, as amended (the “Code”) orSection 4001(b) of ERISA.

###  

### (b)                                 Exceptas set forth on Schedule 3.18, neither Seller nor any ERISAAffiliate maintains or contributes or has ever maintained or contributed to orotherwise participates or participated in a “defined benefit plan” within themeaning of Section 3(35) of ERISA or Section 414(j) of the Code, or aplan that is subject to the requirements of Section 412 of the Code, or isor was a party to a multiemployer plan within the meaning of Section 3(37)or 4001(a)(3) of ERISA or Section 414(f) of the Code which, in any of suchevents, relates to the employees of the Business.

 

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### (c)                                  ToSeller’s Knowledge, all of the Plans that are intended to be qualified underSection 401(a) of the Code have been administered in all material respectsin accordance with their terms and are in compliance in all respects with thecurrently applicable provisions of ERISA and the Code, have receiveddetermination letters from the Internal Revenue Service to the effect that suchPlans are qualified, or are entitled to rely on opinion letters issued to aprototype sponsor, and no such letter has been revoked and revocation is notthreatened.

###  

## Section 3.19.                             EmploymentArrangements; Organized Labor.  Schedule 3.19sets forth a list of all written employment, noncompetition and confidentialityagreements with all full and part time employees and consultants of Seller (orleased employees utilized by Seller) who work directly for the Business(“Seller Employees”).  Seller has noobligation or liability, contingent or other, under any employment arrangementwith any Seller Employee, other than (i) those listed or described in Schedule 3.19,or (ii) those (x) incurred in the ordinary and usual course of business and (y)which can be terminated at will by Seller without the payment of severance orother amount by Buyer.  Except asdescribed in Schedule 3.19, (A) none of the Seller Employees isnow, or since January 1, 2002 has been, represented by any labor union orother employee collective bargaining organization, and Seller is not, and neverhas been, a party to any labor or other collective bargaining agreement withrespect to any of the Seller Employees, (B) there are no pending grievances,disputes or controversies with any union or any other employee collectivebargaining organization of such employees, or threats of strikes, workstoppages or slowdowns or any pending demands for collective bargaining by anysuch union or other organization related to the Business, and (C) neitherSeller nor any of such employees is now, or has since January 1, 2002been, subject to or involved in or, to Seller’s Knowledge, threatened with, anyunion elections, petitions therefor or other organizational or recruitingactivities, in each case with respect to the Business.  Since January 1, 2002, Seller, inrespect of employees of the Business, has complied, and through the Closingwill continue to comply, in all material respects with all federal, state andlocal laws, rules and regulations applicable to Seller Employees, including,without limitation, all rules and regulations of the U.S. Equal EmploymentOpportunity Commission.

##  

## Section 3.20.                             Transactions withInterested Persons.  Seller does nothave any material Contract with respect to the Business with an Affiliate ofSeller or any of its directors or officers.

##  

## Section 3.21.                             Patents, Trademarks,Trade Secrets, Etc.

##  

### (a)                                  Exceptfor the Retained Intellectual Property Rights set forth on Schedule A,Seller has no trademarks, trade dresses, service marks, trade names,copyrights, computer programs or program rights, patents, licenses or othersimilar intangible property rights and interests (“Intellectual Property”)which it uses in connection with the Business, the loss or absence of whichwould be reasonably likely to have a Material Adverse Effect.  Seller’s records adequately document itsownership or properly licensed use of all software (excluding commercial“shrink wrap” software) used in the Business. Seller has not received written notice from any third Person that itsuse of the Retained Intellectual Property Rights or any other IntellectualProperty conflicts with the intellectual property rights of any thirdPerson.  No Person has made or, to theSeller’s Knowledge, threatened to make any claims that the operation of theBusiness is in violation of or infringes any intellectual property rights ofany third Person.

 

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### (b)                                 Sellerhas received no written claims challenging its right to use any trade secrets,customer lists or operating methods required for or incident to the operationof the Business.  To the best of itsKnowledge, Seller is not using or in any way making use of any confidentialinformation or trade secrets of any third Person, including without limitation,a former employer of any present or past employee or Seller.

###  

## Section 3.22.                             Insurance.

##  

### (a)                                  TheSubject Assets are insured under various policies of general liability andother forms of insurance, all of which are listed in Schedule 3.22(a).  All policies listed in Schedule 3.22(a)as current policies are in full force and effect in accordance with theirterms, no notice of cancellation has been received, and there is, to Seller’sKnowledge, no existing default or event which, with the giving of notice orlapse of time or both, would constitute a default thereunder.

###  

### (b)                                 Schedule 3.22(b)lists open and pending insurance claims relating to the Subject Assets and/orthe Business, and, except as set forth on Schedule 3.22(b), thereare no uninsured losses in excess of Ten Thousand Dollars ($10,000) that havenot been paid.  Except as set forth in Schedule 3.22(b),Seller has filed no insurance claims in respect of the Subject Assets orBusiness since January 1, 2002. With respect to all open and pending insurance claims, except forworkers’ compensation claims, filed since January 1, 2003, Schedule 3.22(b)identifies the date of loss, date of report, amount of claim and nature ofclaim. Schedule 3.22(b) includes all workers compensation claimsfiled since January 1, 2003; except as set forth on Schedule 3.22(b),there are no pending workers compensation claims.

###  

## Section 3.23.                             Services and Operations.

##  

### (a)                                  Schedule 3.23is a copy of a computer-generated list of all records or cartons for which aretrieval request was received between January 1, 2004 and May 31, 2004from a customer and where the requested item was reported as not found.

###  

### (b)                                 Sellerinvoices for storage monthly one (1) month in advance and for services monthlyin arrears (*e.g.*, on June 1,2004 Seller issued invoices for storage for the month of July 2004 and forany activity in May 2004 with respect to customer’s stored records or files).

###  

### (c)                                  Seller’sinvoices to customers of the Business are accurate in all material respectsother than with respect to discrepancies that are not reasonably likely to havea Material Adverse Effect, and such invoices do not charge customers formaterial quantities of nonexistent items or for services not performed.

###  

### (d)                                 Schedule 3.23identifies materials stored with Seller that, to Seller’s Knowledge, have beendamaged (including damage by water) or inadvertently destroyed.  In each such case identified on theschedule, the relevant customer has been notified in writing of the event.

 

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### (e)                                  Schedule 3.23identifies each instance since January 1, 2004 in which Seller was unableto locate a record or file requested by a customer and such event led to acustomer complaint (either written or oral).

###  

## Section 3.24.                             Brokers.  No agent, broker, investment banker,financial advisor or other Person engaged by or on behalf of Seller or any ofits Affiliates is or will be entitled to a fee or commission in connection withthe Transactions.

##  

## Section 3.25.                             No OtherRepresentations and Warranties.

##  

### (a)                                  Sellershall not be deemed to have made any representation or warranty, except for therepresentations and warranties of Seller set forth herein (as suchrepresentations and warranties are qualified by the Schedules relatingthereto).  **EXCEPT AS SET FORTH IN THIS ARTICLE 3 THE SUBJECT ASSETS ARE BEINGCONVEYED BY SELLER TO BUYER “AS IS, WHERE IS”, AND SELLER MAKES NO OTHERREPRESENTATIONS OR WARRANTIES CONCERNING THE ASSETS, INCLUDING WITHOUTLIMITATION ANY REPRESENTATION OR WARRANTY REGARDING THE SALEABILITY ORCOLLECTIBILITY OF ANY OF THE ASSETS, AND SELLER EXPRESSLY DISCLAIMS ALL IMPLIEDWARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR APARTICULAR PURPOSE**.

###  

### (b)                                 Withoutlimiting the generality of the foregoing, except for information in thisAgreement and the Schedules, Seller does not make any representation orwarranty with respect to:

###  

#### (i)                                     anyprojections, estimates or budgets heretofore delivered to or made available toBuyer of future revenues, expenses or expenditures, results or operations (orany component thereof) of Seller, the Subject Assets or the Business or thebusiness, operations or prospects thereof; or

####  

#### (ii)                                  anyother information or documents made available to Buyer with respect to Seller,the Subject Assets or the Business or the operations or prospects thereof.

####  

# ARTICLE 4.REPRESENTATIONS AND WARRANTIES OF BUYER

#  

Buyer hereby represents and warrants to Seller as follows as of thedate hereof:

 

## Section 4.1.                                   Organization andGood Standing.  Buyer is acorporation duly organized, validly existing and in good standing under thelaws of the State of Delaware, and has all requisite power and authority toown, operate and lease its properties and carry on its business as presentlyconducted.  Buyer has all requisitepower and authority (corporate and other) to execute and deliver, and performits obligations under, this Agreement and to consummate the Transactions.  Buyer is qualified to do business as aforeign corporation and is in good standing

 

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## as a foreigncorporation in each jurisdiction where failure to so qualify would have amaterial adverse effect on Buyer.

##  

## Section 4.2.                                   Authorization.  The execution and delivery of this Agreementand the other agreements and documents required to be delivered by Buyer inaccordance with the provisions hereof (the “Buyer’s Documents”) and performanceby Buyer of its obligations hereunder and thereunder have been duly and validlyauthorized by all necessary action on the part of Buyer.  This Agreement has been, and the Buyer’sDocuments will be, duly executed and delivered on behalf of Buyer, by dulyauthorized officers of Buyer; and this Agreement constitutes, and the Buyer’sDocuments when executed and delivered will constitute, the valid and bindingobligations of Buyer enforceable in accordance with their respective terms,except as enforcement may be limited by the Enforceability Limitations.

##  

## Section 4.3.                                   Compliance withOther Instruments.  Neither theexecution and delivery by Buyer of this Agreement and the Buyer’s Documents,nor the consummation by Buyer of the Transactions, will, with or without thegiving of notice or passage of time, or both, (i) conflict with, or result in abreach or violation of, or constitute a default under any Charter Documents orapplicable law or (ii) conflict with or violate, breach, or constitute adefault under, or permit the termination or acceleration of maturity of, orresult in the imposition of any Encumbrance upon any property or asset of Buyerpursuant to any provision of, any note, bond, indenture, mortgage, deed oftrust, evidence of indebtedness or other Contract or any Order by which Buyeris bound, to which the assets of Buyer are subject; nor is the effectiveness orenforceability of this Agreement or such other documents adversely affected byany provision of the Charter Documents of Seller.

##  

## Section 4.4.                                   Brokers.  No agent, broker, investment banker,financial advisor or other Person engaged by or on behalf of Buyer or any ofits Affiliates is or will be entitled to a fee or commission in connection withthe Transactions.

##  

## Section 4.5.                                   FinancingCommitment.  Buyer has, or will haveprior to the Closing, sufficient cash, available lines of credit or othersources of immediately available funds to enable it to make payment of thePurchase Price and the other amounts to be paid by Buyer hereunder.

##  

## Section 4.6.                                   Litigation.  To Buyer’s knowledge, as of the date hereof,there are no suits, claims, actions, proceedings or investigations pending orthreatened, (a) against Buyer which, if determined adversely to Buyer’sinterests, would have a material adverse effect, or (b) seeking to prevent,hinder, modify or challenge the transactions contemplated by thisAgreement.  Buyer is not subject to anyoutstanding order, writ, judgment, injunction, decree, or arbitration award ororder which has a material adverse effect.

##  

## Section 4.7.                                   Examination ofBooks and Records.  Buyer and itsrepresentatives have had the opportunity prior to the Closing Date to conductdue diligence and to make such examinations and investigations of the business,properties, assets and affairs of Seller with respect to the Subject Assets andthe Business, and to ask questions of Seller and its authorized representativesin such a manner as Buyer has deemed necessary or desirable for all purposes relatingto this Agreement.  Based on theforegoing, Buyer has no reason to believe that any

 

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## representation,warranty, covenant or agreement of Seller hereunder is incorrect oruntrue.  In addition, Buyer hasinspected the Subject Assets and has determined that the Subject Assetsconstitute all of the assets, tangible or intangible, necessary to operate theBusiness and are in good working order. Accordingly, any deviation with respect to the Subject Assets asexamined by Buyer from the descriptions thereof set forth on the schedulesincluded in Article 3 or the representations and warranties thereinshall not be deemed to be a breach of Seller’s representations in Article 3hereof.  Buyer’s due diligence hasincluded examinations and investigations with respect to Seller’s services andoperations, including Seller’s inventory software systems, Seller’s invoicesfor storage and other services, damage to records prior to the Effective Time,Seller’s business processes with respect to storage and destruction of records,and the Leased Premises.  The duediligence examinations and investigations conducted by Buyer with respect tothe items summarized in the preceding sentence have resulted in Buyerdetermining the Purchase Price it is willing to pay for the Subject Assets.

##  

# ARTICLE 5.PRE-CLOSING AGREEMENTS

#  

## Section 5.1.                                   Access toInformation and Facilities.  Sellershall afford Buyer and its representatives full access during normal businesshours to all facilities, employees, properties, books, accounts, records,contracts and documents of or relating to the Business in Seller’s possessionor control, subject to reasonable prior notice and reasonable requirements thatBuyer not interfere with the operations and activity of the Business.  Such access shall include the opportunityfor Buyer and its representatives to inspect the Leased Premises (including,without limitation, all roofs, electric, mechanical and structural elements,HVAC systems, and Seller’s operating equipment as requested by Buyer or itsrepresentatives), conduct soil analysis and environmental investigations, andundertake an examination of the records of Seller with respect thereto. Noinvestigation pursuant to this Section 5.1 shall affect anyrepresentation or warranty in this Agreement of any Party hereto or anycondition to the obligations of the Parties hereto.

##  

## Section 5.2.                                   Confidentiality.

##  

### (a)                                  NeitherParty shall use or disclose to others, or permit the use or disclosure of, anyand all non-public information furnished by each to the other (includingconfidential information transmitted by each to its representatives,accountants, counsel, advisors or bankers (“Representatives”)) in the course ofnegotiations relating to this Agreement and the business and financial reviewsand investigations referred to in this Agreement, except to their respectiveofficers, directors, managers, employees and Representatives who need to knowsuch information (and who will each be subject to confidentiality as providedherein) in connection with this Agreement.

###  

### (b)                                 Eachof Buyer and Seller agrees that at no time shall it or its Representatives useor permit any other Person to examine, use or derive benefit from any suchnon-public information without the other’s express written consent.  Neither Buyer nor Seller shall disclose anysuch non-public information to anyone other than its Representatives and tothose third parties who have a reasonable need for such information, whichindividuals have been advised of the confidential nature of theinformation.  The duty of non-disclosureshall not

 

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### apply toinformation which:  (i) was in thepublic domain at the time it was communicated to Buyer or Seller or subsequentlyenters the public domain through no fault of Buyer or Seller; (ii) which suchParty can prove was already known to such Party at the time of receipt; or(iii) was rightfully communicated to such Party free of any obligation ofnon-disclosure and without restriction as to use.  With respect to the non-public information included in thesoftware, data and programs to be made available to Buyer following the Closingpursuant to Section 9.3 hereof, such information shall not beduplicated, examined or used other than for the limited purposes described in Section 9.3,and the disclosure thereof shall be limited to Buyer’s employees involved ineffecting the transition described therein and shall be utilized by Buyer andsuch employees solely for the limited purposes described in Section 9.3.

###  

### (c)                                  Inthe event that the sale contemplated by this Agreement is not consummated forany reason, each Party agrees to return to the other Party, or destroy andconfirm such destruction to the other Party, all materials containing nonpublicinformation provided by the other immediately with or without request.  The confidentiality obligation set forth inthis Section 5.2 shall survive termination of this Agreement.

###  

### (d)                                 EachParty agrees that the confidential information of the other Party is unique andthat its release or misuse in contravention of the terms of this Agreement maynot be compensable in monetary damages and that the non-breaching Party shallbe entitled to seek appropriate injunctive relief therefor.  In connection therewith the parties waivethe claim or defense that an adequate remedy exists at law.

###  

### (e)                                  Notwithstandingthe foregoing, either party may make disclosures that it reasonably believesare required under applicable laws or listing agreements to which it is aparty.  If either party believes it isrequired to make a disclosure for such reasons, prior to disclosure it willconsult with the other party concerning timing and content of such disclosure.

###  

## Section 5.3.                                   Seller Employees.

##  

### (a)                                  Buyershall offer employment to each of the Seller Employees listed in Section 5.3(a)in connection with the acquisition of the Subject Assets; provided, that suchacquisition shall not grant any Seller Employee a right of continued employmentwith Buyer.  Such employees who arehired by Buyer and retained by Buyer for ninety (90) or more days following theClosing are hereinafter referred to as “Transferred Employees.”  Such offer of employment shall be at a levelof compensation and benefits that is comparable to the compensation andbenefits provided to similarly situated employees of Buyer.  Buyer shall cause the Transferred Employeesto be eligible to participate in its employee benefit plans, including itsmedical, dental, vision, disability, insurance and 401(k) plans, under the sameeligibility requirements and waiting periods as similarly situated employees ofBuyer.  For purposes of eligibility andvesting under such plans, the Transferred Employees who accept employment withBuyer on or about the Closing Date shall be given credit for their years ofservice for their most recent hire date with Seller, all benefit plan waitingperiods shall be waived for such employees, and Buyer’s group medical planshall give credit to such employees for amounts paid toward deductibles andco-payments, if any, under Seller’s medical plan for the current plan

 

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### year.  Buyer and Seller shall mutually agree on thetiming and content of a program of communications to employees and customers ofthe Business in respect of the Transactions.

###  

### (b)                                 Assoon as reasonably possible after the Closing Date, Buyer shall cause eachSeller Employee subsequently employed by Buyer in connection with theTransactions (including without limitation Transferred Employees) to be givencredit for his or her service with Seller (only to the extent such service istaken into account under Seller’s vacation or sick leave policy, program orarrangement) for the purpose of determining such Seller Employee’s vacation andsick leave (on a going-forward basis) in any vacation or sick leave plan,program or arrangement maintained for Buyer’s employees’ benefit on or afterthe Closing Date.

###  

### (c)                                  Selleragrees that it shall remain responsible for severance obligations (determinedas of the date of Closing) with respect to the Seller Employees (i) not offeredemployment by Buyer at or prior to the Closing or (ii) terminated by Buyer lessthan ninety (90) days following the Closing.

###  

### (d)                                 Withregard to the Transferred Employees and the other Seller Employees hired byBuyer, Buyer shall, effective as of the Closing Date, assume responsibility forall workers compensation obligations related to such individuals with respectto claims made after the Closing, including, but not limited to, the payment ofany benefits, administrative costs or other current or future liabilitiesrelated to such individuals; provided, however, that notwithstanding theforegoing, Seller shall maintain responsibility for those workers compensationobligations with respect to which it is determined are based upon accidents orinjuries arising prior to the Closing.

###  

### (e)                                  Buyerwill indemnify and hold Seller harmless from any loss, liabilities, debt, costs(including, but not limited to, attorneys’ fees) or any other amounts thatSeller may incur, without application of the Threshold described in Section 10.3(a),due to its failure to comply with its undertakings in this Section 5.3.  This indemnification is in addition to anyother indemnification that may be provided in this Agreement.

###  

## Section 5.4.                                   Seller’sAgreements Concerning Real Property and Equipment Leases.  Effective at the Closing Date, Seller shallenter into a sublease with Buyer with respect to the Leased Premises, and Buyershall sublease the Leased Premises from Seller, for the period required toremove the stored records and any Subject Assets located at the Leased Premisestherefrom and until the Leased Premises are returned to Seller in “broom clean”condition.  The sublease shall be in theform of Exhibit 6.5.  Thesublease with respect to the Leased Premises shall provide that rent under thesublease shall be equal to all rents, costs and expenses (including common areamaintenance, taxes, utilities and other items payable by the sublessorthereunder) incurred by Seller under the Lease and relating to the LeasedPremises with respect to the period from and after the Effective Time to thedate of termination of the sublease or with respect to that portion of thesublease partially terminated.

##  

## Section 5.5.                                   Continued Efforts.  Each of the Parties hereto shall usereasonable business efforts (i) to take, or cause to be taken, all actions andto do, or cause to be done, all things necessary, proper or advisable underapplicable law to consummate the Transactions, and

 

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## (ii) torefrain from taking, or cause to be refrained from taking, any action and torefrain from doing or causing to be done, anything which could impede or impairthe consummation of the Transactions, including, in all cases, withoutlimitation using its reasonable business efforts: (A) to prepare and file withthe applicable governmental authorities all requisite applications andamendments thereto, together with related information, data and exhibits,necessary to request issuance of orders approving the Transactions by all suchapplicable authorities, (B) to obtain all necessary or appropriate waivers,consents and approvals, (C) to effect all necessary registrations, filings andsubmissions, (D) to seek to lift any injunction or other legal bar to theTransactions (and, in such case, to proceed therewith as expeditiously aspossible), (E) to obtain the satisfaction of the conditions specified in Articles6 and 7, and (F) to advise the other of any disclosureschedule changes that would be required if the applicable representationsand warranties set forth in Articles 3 and 4 did not refer to thedate of this Agreement.

##  

## Section 5.6.                                   Operation ofBusiness Prior to Closing.  From thedate hereof until the Effective Time, Seller shall conduct the Business in theordinary course consistent with past practice. Without the prior written consent of Buyer, between the date hereof andthe Effective Time, Seller shall:

##  

#### (i)                                     notsettle any pending or threatened legal action which relates to the SubjectAssets or the Business;

####  

#### (ii)                                  notacquire or agree to acquire by merging or consolidating with, or by purchasingany of the assets of or equity in, or by any other manner, any business of anyPerson related to the Business;

####  

#### (iii)                               notenter into any transaction or Contract with any Affiliate of Seller related tothe Business;

####  

#### (iv)                              notaccelerate the collection of any of Seller’s accounts receivable;

####  

#### (v)                                 conferon a regular and frequent basis with one or more representatives of Buyer toreport material operational matters and the general status of ongoingoperations; and

####  

#### (vi)                              maintainwith financially responsible insurance companies insurance on the SubjectAssets and the Business in such amounts and against such risks and losses asare consistent with past practice.

####  

## Section 5.7.                                   Tax Cooperation.

##  

### (a)                                  TheParties shall cooperate with one another in the preparation of all Tax returns,questionnaires, applications or other documents regarding any Taxes ortransfer, recording, registration or other fees that become payable inconnection with the Transactions that are required to be filed on or before theClosing Date, or in connection with the filing of any Tax returns, thepreparation for any audit by any taxing authority, the response to any inquiryby a taxing authority or security holder, the mailing or filing of any noticeand the prosecution or

 

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### defense of anyclaim, suit or proceeding relating to any Tax returns or any other filingrequired to be made with any taxing authority or any other matter related toTaxes.  Seller and Buyer shall cooperatewith each other in the filing of any Tax return, amended return, claim forrefund or in the conduct of any audit or other proceeding related to Taxesinvolving the Business prior to the Effective Time.  Buyer further agrees to (i) retain within its possession allbooks and records and all other information regarding Taxes relating to theSubject Assets or the conduct or operation of the Business for any taxableperiod or portion thereof, ending on or before the Effective Time (the “TaxInformation”) until the expiration of the statute of limitations applicable toSeller for such taxable periods (giving effect to any waiver or extensionthereof), (ii) maintain the Tax Information in such manner so as to enableSeller to have prompt and complete access thereto and (iii) not destroy any TaxInformation without the prior written consent of Seller (which consent shallnot be unreasonably withheld) until the seventh anniversary of the EffectiveTime or the expiration of the statute of limitations applicable to Seller forsuch taxable periods (giving effect to any waiver or extension thereof), whicheveris later.

###  

### (b)                                 Buyerand Seller agree that with respect to any income or payment subject toreporting or withholding occurring prior to and including the Effective Time,Seller shall be responsible for (i) the filing of any Tax return (including, butnot limited to, Forms 945 and 1042), information return (including, but notlimited to, Forms 1099-B, 1099-INT, 1099-OID and 1042S), or withholding Taxdeposit coupons and (ii) the withholding and remittance of Tax to eachappropriate taxing authority, and the mailing of any related payee statement ornotice to a securityholder.  Buyer shallbe responsible for such filings with respect to any income or payment withrespect to the Subject Assets subject to reporting or withholding occurring onor after the Effective Time.

###  

### (c)                                  Notwithstandingany of the foregoing, any transfer, documentary, sales, use or other Taxes(“Transfer Taxes”) assessed upon or with respect to the transfer of the SubjectAssets to Buyer that are not measured by gain or income realized by Seller orare not related to the transfer of interests in real estate and any recordingor filing fees with respect thereto shall be the responsibility of Buyer.  All Taxes measured by gain or incomerealized by Seller or related to the transfer of interests in real estate shallbe the sole responsibility of Seller.

###  

### (d)                                 Buyerand Seller shall cooperate in the preparation and filing of any Tax returnsthat are required to be filed in connection with Transfer Taxes.  Buyer shall remit to Seller all TransferTaxes due in connection with the transfer of the Subject Assets by thefifteenth (15th) of the month following the month in which the Effective Timeshall occur.  Seller will remit theseTransfer Taxes to the appropriate Taxing authority by the due date of theTransfer Tax return for the month in which the Effective Time shall occur.

###  

## Section 5.8.                                   Notice ofDevelopments.  Prior to the ClosingDate, each Party shall give prompt notice to the other promptly upon learningof the occurrence or non-occurrence of any Event the occurrence ornon-occurrence of which would be likely to cause (i) any representation orwarranty made by it contained in this Agreement to be untrue or inaccurate,(ii) any change to be made in the disclosure schedules, or (iii) any failure ofSeller, or Buyer, as the case may be, to comply with or satisfy, or be able tocomply with or satisfy, any material covenant, condition or agreement to becomplied with or satisfied by it hereunder. No disclosure by a Party pursuant to

 

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## this Section 5.8shall constitute a waiver by the Party receiving such disclosure of anycondition to such Party’s obligation to close the Transactions unless the Partyto which such disclosure is made agrees in writing to waive such condition (itbeing understood that the delivery of any notice pursuant to this Section 5.8shall not limit or otherwise affect the remedies available hereunder to theParty receiving such notice).

##  

## Section 5.9.                                   PublicAnnouncements.  Until the Closing,or in the event of termination of this Agreement, each Party shall consult withthe other before issuing any press release or otherwise making any publicstatements with respect to this Agreement, and shall not issue any such pressrelease or make any such public statement without the prior consent of theother, which consent shall not be unreasonably withheld or delayed.  Notwithstanding the foregoing, the partiesacknowledge that each may, without the prior consent of the other, issue suchpress releases or make such public statements as may be required by applicablelaw or regulation or the listing requirements of the securities exchange ormarket on which its capital stock is listed or quoted, in which case, to theextent practicable, the disclosing party will consult with the other party, andexercise in good faith, all reasonable business efforts to agree with the otherparty regarding the nature, extent and form of such press release or publicstatement, and, in any event, with prior notice to the other party to theextent reasonably practicable.

##  

# ARTICLE 6.CONDITIONS PRECEDENT TO OBLIGATION OF BUYER TO CLOSE

#  

The obligation of Buyer to purchase the Subject Assets and the Businessand carry out the other Transactions are, unless waived in writing by Buyer,subject to the satisfaction, on the Closing Date, of the following conditions:

 

## Section 6.1.                                   Accuracy ofRepresentations and Performance of Seller. (i) The representations and warranties of Seller contained in thisAgreement or any Seller’s Documents shall be true and correct in all materialrespects at and as of the Closing Date with the same force and effect as thoughmade on and as of such date, except (x) to the extent such representations andwarranties expressly speak as of an earlier date (in which case suchrepresentations and warranties shall be true and correct as of such earlierdate) and (y) that representations and warranties that are qualified as tomateriality shall be true and correct in all respects; (ii) each and all of theagreements and covenants to be performed or satisfied by Seller hereunder orunder any Seller’s Documents at or prior to the Closing Date shall have beenduly performed or satisfied in all material respects; and (iii) Seller shallhave furnished Buyer with such certificates and other documents evidencing thetruth of such representations, warranties, covenants and agreements and theperformance of such agreements or conditions as Buyer or its counsel shall havereasonably requested.

##  

## Section 6.2.                                   Absence ofCertain Litigation.  On the ClosingDate, no suit, action or other proceeding, or injunction or judgment or otherOrder relating thereto, shall be pending or threatened before any court orgovernmental or regulatory official or agency, in which it is sought torestrain or prohibit or to obtain damages or other relief in connection withthis Agreement or the consummation of the Transactions, or which mightmaterially and adversely affect the Business or the Subject Assets.

 

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## Section 6.3.                                   CorporateApproval.  Seller shall havedelivered certified copies of resolutions adopted by Seller’s Board ofDirectors and sole stockholder pertaining to the authorization of the Agreementand the consummation of the Transactions, and a certificate executed by thesecretary or assistant secretary of the Seller as to the due election,qualification and incumbency and valid signatures of its officers authorized tosign this Agreement or any document or certificates to be delivered hereunder.

##  

## Section 6.4.                                   Noncompetitionand Confidentiality Agreements. Seller and *SOURCECORP*shall have each executed and delivered a Noncompetition and ConfidentialityAgreement substantially in the form attached hereto as Exhibit 6.4.

##  

## Section 6.5.                                   Leased Premises.  Buyer shall have entered into a subleasewith Seller for the Leased Premises substantially in the form of Exhibit 6.5,having substantially the same terms as the Lease.

##  

## Section 6.6.                                   Third PersonConsents.  Seller shall haveprocured all of the third Person consents identified in Schedule 3.3and, to the extent not listed on Schedule 3.3, consents of thosecustomers of Seller identified in Schedule 3.12(b) with whom Sellerhas a Contract that requires consent of such customer to assign and allauthorizations and approvals to transfer to Buyer all permits necessary for theoperation of the Business, and Seller shall have obtained authorizations andapprovals to the assignment and continuation of all other Contracts and arrangementswhich by their terms require such authorizations and approvals.

##  

## Section 6.7.                                   Encumbrances.  Seller shall have delivered evidencereasonably satisfactory to Buyer of the satisfaction and release of anyEncumbrances affecting, or security interests or liens encumbering, the SubjectAssets (other than Permitted Encumbrances).

##  

## Section 6.8.                                   No MaterialAdverse Change.  SinceMarch 31, 2004, there shall not have occurred and be continuing anymaterial adverse change in the Subject Assets (including, without limitation,loss of or damage to a material amount or part of the Subject Assets, whetheror not insured) or the Business.

##  

## Section 6.9.                                   Instruments ofConveyance and Transfer.  Sellershall have delivered to Buyer all bills of sale, endorsements, assignments,certificates of title (with respect to vehicles owned by Seller) and otherinstruments of conveyance and transfer reasonably satisfactory in form andsubstance to Buyer and its counsel, effecting the sale, transfer, assignmentand conveyance of Seller’s right, title and interest in and to the SubjectAssets to Buyer.

##  

## Section 6.10.                             Opinion of Seller’sCounsel.  Buyer shall have receivedan opinion of Locke Liddell & Sapp LLP, counsel for Seller, dated theClosing Date, addressing the due authorization of this Agreement and theTransactions contemplated hereunder.

##  

## Section 6.11.                             Further Documents.  Seller shall have executed and delivered toBuyer such documents, instruments, agreements, and certificates as mayreasonably be needed to carry out the Transactions, including such documents,instruments and agreements as Buyer’s counsel may reasonably request inconnection therewith.

 

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# ARTICLE 7.CONDITIONS PRECEDENT TO OBLIGATION OF SELLER TO CLOSE

#  

The obligation of Seller to sell, assign, transfer and deliver theSubject Assets and the Business to Buyer hereunder and to carry out the otherTransactions are, unless waived in writing by Seller, subject to thesatisfaction at or prior to the Closing Date of the following conditions:

 

## Section 7.1.                                   Accuracy ofRepresentations and Performance of Conditions.  (i) The representations and warranties of Buyer contained in thisAgreement or any Buyer’s Documents shall be true and correct at and as of theClosing Date with the same force and effect as though made on and as of suchdate, except (x) to the extent such representations and warranties expresslyspeak as of an earlier date (in which case such representations and warrantiesshall be true and correct as of such earlier date) and (y) that representationsand warranties that are qualified as to materiality shall be true and correctin all respects; (ii) each and all of the agreements and covenants to beperformed or satisfied by Buyer hereunder or under any Buyer’s Documents at orprior to the Closing Date shall have been duly performed or satisfied in allmaterial respects; and (iii) Buyer shall have furnished Seller with suchcertificates and other documents evidencing the truth of such representations,warranties, covenants and agreements and the performance of such agreements orconditions as Seller or its counsel shall have reasonably requested.

##  

## Section 7.2.                                   CorporateApproval.  Buyer shall delivercertified copies of resolutions adopted by Buyer’s Board of Directorspertaining to the authorization of this Agreement and the consummation of theTransactions, and a certificate executed by the secretary or assistantsecretary of Buyer as to the due election, qualification and incumbency andvalid signatures of its officers authorized to sign this Agreement or anydocument or certificates to be delivered hereunder.

##  

## Section 7.3.                                   Absence ofCertain Litigation.  On the ClosingDate, no suit, action or other proceeding, or injunction or judgment or otherOrder relating thereto, shall be pending before any court or governmental orregulatory official or agency, in which it is sought to restrain or prohibit orto obtain damages or other relief in connection with this Agreement or theconsummation of the Transactions.

##  

## Section 7.4.                                   Leased Premises.  Buyer shall have entered into the subleasedescribed in Section 6.5.

##  

## Section 7.5.                                   Further Documents.  Buyer shall have executed and delivered toSeller such documents, instruments, agreements, and certificates as mayreasonably be needed to carry out the Transactions, including such documents,instruments, agreements as Seller’s counsel may reasonably request inconnection therewith.

 

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# ARTICLE 8.THE CLOSING

#  

## Section 8.1.                                   Closing andClosing Provisions.  The Closingshall be effected by delivery of documents at the office of Buyer, 745 AtlanticAvenue, Boston, Massachusetts, and payment of the Purchase Price each asprovided herein or in such other manner and at such place or by such othermeans (*e.g.*, telecopy andovernight delivery of original execution materials) as the parties may agree.

##  

## Section 8.2.                                   Deliveries bySeller.  At or prior to the Closing,Seller shall execute and deliver to Buyer all of the certificates and otherdocuments, including, without limitation, Seller’s Documents, designated asconditions precedent and deliveries precedent to Buyer’s obligation to closeunder this Agreement or to carry out the Transactions.

##  

## Section 8.3.                                   Deliveries byBuyer.  At the Closing, Buyer shalldeliver to Seller the Purchase Price, subject to the Retainage and adjustmentsas permitted by this Agreement, in the manner and form provided for in thisAgreement, and all the certificates and other documents, including, withoutlimitation, Buyer’s Documents, designated as conditions precedent anddeliveries precedent to Seller’s obligation to close under this Agreement or tocarry out the Transactions.

##  

# ARTICLE 9.POST-CLOSING MATTERS

#  

## Section 9.1.                                   Records of theBusiness.  Except as otherwiseprovided herein, for a period of six (6) years following the Closing Date,Buyer shall retain, and shall grant to Seller and its representatives, atSeller’s request, reasonable access to and the right to make copies of, thoserecords and documents which report the conduct of the Business or the resultsthereof as may be necessary in connection with Seller’s affairs or theBusiness, at Buyer’s customary fees therefor. If Seller notifies Buyer that Seller requires retention of such recordsbeyond six (6) years, Seller shall have the right to take such records or payBuyer’s customary storage charges for such post-six-year period. Seller shall,for at least six (6) years after the Closing Date, retain copies of all recordsof the Business retained by Seller, and shall grant reasonable access theretoto Buyer upon reasonable request.  Thetime periods described above in this Section 9.1 shall be seven (7)years with respect to Tax records and documents.

##  

## Section 9.2.                                   Employees.

##  

### (a)                                  Sellershall remain responsible for the payment of any and all retention, change incontrol or other similar compensation or benefits that are or may becomepayable to or in respect of any current or former Seller Employee in connectionwith the consummation of the Transactions; provided, however, Buyer covenantsand agrees that Seller shall have no liability for any of the foregoing withrespect to a Transferred Employee who subsequently terminates employment withBuyer after the Effective Time. Employees of the Business, and their spouses and dependents, whoparticipate in Plans that are subject to the Consolidated Omnibus Budget

 

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### ReconciliationAct of 1985, as amended (“COBRA”), shall be entitled to elect continuation coveragepursuant to COBRA as of the Closing Date to the extent provided in such Plans.

###  

### (b)                                 Forthe stub period to consist of the calendar week in which the Closing occurs,Seller shall prepare Buyer’s payroll for the Transferred Employees and theother Seller Employees hired by Buyer using Seller’s existing system.  Buyer shall be responsible for the costs andexpenses incurred by Seller in connection with the foregoing undertaking andshall pre-fund the amount of such payroll on or before July 30, 2004.

###  

## Section 9.3.                                   Transition toBuyer’s Software and Removal of Seller’s Software and Data; Use of SellerPersonnel.

##  

### (a)                                  Notless than two (2) business days prior to the Closing, Buyer shall provide astand-alone server on which Seller shall install Seller’s database and Seller’sinventory tracking and control system (subject to functionality limitations, ifany, resulting from such migration), together with the other equipment setforth on Schedule 9.3. Buyer shall have the right to access and use such stand-alone server,and the software, data and programs operating on such server, each inconnection with the Business, for a period not to exceed nine (9) monthsfollowing the Closing pursuant to a royalty-free license from Seller withrespect to such software, data and programs, which shall be automatically berevoked at the end of the nine (9)-month period following the Closing Date, andpursuant to which license access shall be made available only to the compiledobject code of such software.  Suchsoftware, data and programs shall be made available to Buyer under this Section 9.3on an as-is, where-is basis, without warranty of any kind or any obligation toupdate, and without any representation or warranty that such software, data andprograms are free of any defects, errors, malfunctions, viruses, bugs or Trojanhorses.  Access to the software, dataand programs described in this Section shall be limited to only thoseemployees of Buyer required for operation by Buyer of the inventory trackingand control system under the license granted herein, and in no event shallBuyer make any other use of such software, data or programs or any accessthereto be provided (or any information with respect thereto disclosed) toother individuals within Buyer (including without limitation Buyer’s salesforce).  As Buyer moves the records outof the Leased Premises and into facilities owned by or leased to Buyer, it willenter inventory tracking and control information onto Buyer’s computerizedinventory tracking and control system such that at the end of the nine(9)-month period described herein Buyer will no longer need access to Seller’ssoftware, data and programs set forth in the stand-alone server, followingwhich time such software, data and programs shall be returned to Seller ordestroyed, at Seller’s option (with a representative of Seller on-site tooversee such return or destruction).  Ifbilling and other information systems related to the Business can betransitioned separately from the tracking and inventory control system, Buyerwill use all commercially reasonable efforts to effect such transition asexpeditiously as possible.  Buyer shallindemnify and hold harmless Seller for any loss, claim, damage or expensearising from or based upon Buyer’s use of Seller’s software, data and programsas described in Section 9.3 in a manner inconsistent with Seller’sprior use of the software, data and programs in its business or inconsistentwith the license herein granted, without application of the Threshold describedin Section 10.3(a).  Thisindemnification is in addition to any other indemnification that may beprovided in this Agreement.

 

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### (b)                                 Buyershall be required to pay for any programming, maintenance, updating, help orother service provided by Seller with respect to the server described in Section 9.3(a).  At Buyer’s request, for a period of up tonine (9) months following the Closing, Seller shall provide temporary ITsupport services to Buyer, on an as-needed basis and subject to the reasonableavailability of Seller’s IT employees, at the hourly rate of $250/hour peremployee plus expenses.  The partieshereto agree that such support services initially shall be rendered telephonically,and if additional support is required may include on-site assistance.

###  

## Section 9.4.                                   Use of Boxes andPackaging.  Following the Closing,Buyer may continue to use existing boxes, packaging or purchase orders thatcontain the names, trademarks, logos or service marks “Deliverex,” and/or “*SOURCECORP*,” notwithstanding the fact thatthe foregoing constitute Retained Intellectual Property Rights, until thesupply of such materials is exhausted or sixty (60) days after the ClosingDate, whichever is earlier.  Selleracknowledges that the names “Deliverex” will be on cartons previously sold tocustomers of the Business.

##  

## Section 9.5.                                   Change of Nameand Logos on Vehicles.  Buyer shallrepaint vehicles to remove the “Deliverex” name as promptly as practicable, butin any event within thirty (30) days after the Closing Date.

##  

## Section 9.6.                                   Notice toCustomers.  Promptly after theClosing, Buyer shall provide written notice to customers of the Businessinforming them of the transaction set forth herein and that Buyer will beresponsible for providing the services following the Closing.

##  

# ARTICLE 10.INDEMNIFICATION

#  

## Section 10.1.                             Survival.  The representations and warranties of theparties contained in or made pursuant to this Agreement, any Seller’s Documentor any Buyer’s Document (collectively, the “Collateral Documents”) shallsurvive the Closing and shall remain operative and in full force and effect fora period of twelve (12) months after the Closing Date, except for therepresentations and warranties set forth in Sections 3.13, 3.16, 3.17and 3.18, which shall survive and remain operative and in full force andeffect until the earlier of (i) seven (7) years or (ii) the expiration of theapplicable statute of limitations, regardless of any investigation or statementas to the results thereof made by or on behalf of either  Party hereto.  The covenants and agreements of the parties contained in or madepursuant to this Agreement or any Collateral Document shall survive the Closing(unless any such covenant or agreement by its express terms in this Agreementdoes not so survive) and shall remain operative and in full force and effectfor the statute of limitations applicable to contractual obligations.  The term “Indemnity Period” shall mean theapplicable period with respect to which a representation, warranty, covenant oragreement survives the Closing as provided in this Section.  No claim for indemnification, other thanwith respect to fraud, may be asserted after the expiration of the IndemnityPeriod.  Notwithstanding anything hereinto the contrary, any representation, warranty, covenant and agreement whicharises and is the subject of a claim which is asserted in writing prior to theexpiration of the applicable Indemnity Period shall survive with respect tosuch claim or any dispute with respect thereto until the final resolutionthereof.

 

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## Section 10.2.                             Indemnification

##  

### (a)                                  Sellershall indemnify and hold harmless Buyer and its Affiliates, stockholders,directors, officers, employees, agents and representatives (collectively, the“Buyer Indemnified Parties”) from and against any and all damages, claims,losses, expenses, costs, obligations, and liabilities including, withoutlimiting the generality of the foregoing, liabilities for all reasonableattorneys’, accountants’ and experts’ fees and expenses incurred, includingthose incurred to enforce the terms of this Agreement or any CollateralDocument (collectively, “Loss and Expense”), suffered by the Buyer IndemnifiedParties by reason of or arising out of (i) any breach of representation orwarranty made by Seller pursuant to this Agreement or any Collateral Document,(ii) any failure by Seller to perform or fulfill any of its covenants oragreements set forth in this Agreement or any Collateral Document, (iii) anyExcluded Liability, and (iv) any loss, damage or destruction of materials givento Seller for storage prior to or through the Closing Date to the extent Buyerincurs, is reasonably likely to incur or with which Buyer is threatened inwriting by a customer, in excess of (A) $1.50 per carton, or $1.00 per linearfoot of open-shelf files, disk pack or other storage unit with respect tohard-copy records, (B) with respect to magnetic media and cartons stored invaults, the replacement cost of physical media where Seller did not, as of theClosing Date, have a Contract which limited Seller’s liability in the event ofloss, damage or destruction to such amount; provided that Seller shall not berequired to indemnify Buyer in respect of any loss, damage or destruction which(I) relates to cartons delivered to Buyer after the Closing Date, (II)  occurred after the Closing Date or (III)occurs after Buyer has picked up, retrieved, moved or otherwise physicallydealt with a lost, damaged or destroyed carton.  Seller shall indemnify the Buyer Indemnified Parties under this Section 10.2(a)from, and hold them harmless from and against all Loss and Expense resultingfrom or arising out of (x) the parties’ failure to comply with bulk sales, bulktransfer or similar laws in any applicable jurisdiction relating to theTransactions, or (y) any action brought or levy made as a result thereof, otherthan those liabilities which have been expressly assumed, on such terms asexpressly assumed, by Buyer pursuant to this Agreement.

###  

### (b)                                 Buyeragrees that on and after the Closing it will indemnify Seller and itsAffiliates, stockholders, directors, officers, employees, agents andrepresentatives (collectively, the “Seller Indemnified Parties”) and hold themharmless from and against all Loss and Expense suffered by any of them byreason of or arising out of (i) any breach of representation or warranty madeby Buyer pursuant to this Agreement or any Collateral Document, (ii) anyfailure by Buyer to perform or fulfill any of its covenants or agreements setforth in this Agreement or any Collateral Document, (iii) any AssumedObligation, and (iv) any loss, damage or destruction of materials given to orlost or misplaced by Buyer after the Closing Date.

###  

## Section 10.3.                             Limitation ofLiability; Retainage.

##  

### (a)                                  Notwithstandingthe provisions of Section 11.2, after the Closing, the BuyerIndemnified Parties shall be entitled to recover their Loss and Expense inrespect of any claim under Section 10.2(a) (other than as a resultof any breach of the representation or warranty with respect to title to theSubject Assets, or contained in Sections 3.13, 3.16, 3.17and 3.18 only (i) in the event that the aggregate Loss and Expense forall claims exceed, in the aggregate, Twenty-five Thousand Dollars ($25,000)(the “Threshold”), in which event the

 

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### indemnifiedparty shall be entitled to recover all such Loss and Expense above suchThreshold; and (ii) to the extent that the aggregate Loss and Expense for allclaims do not exceed an amount equal to seventy-five percent (75%) of thePurchase Price then paid to Seller (*i.e.*,exclusive of any amounts of the Retainage related to the Virginia MasonContingent Payment not yet paid by Buyer and exclusive of interest on theRetainage in all events), and less any amount paid by *SOURCECORP* in satisfaction of itsguarantor obligations under this Agreement. If any indemnification obligation is limited by reason of the exclusionof Retainage not yet paid by Buyer and such Retainage is later paid by Buyer,any prior indemnification obligation so limited shall be increased to reflectthe payment of such Retainage.

###  

### (b)                                 Notwithstandingany other provision herein contained, Buyer may (but shall not be required to)at any time during the period that it is holding any part of the Retainage,receive payment from the Retainage of any Loss and Expense for which Seller isrequired to indemnify Buyer if and to the extent the Seller has not previouslypaid any such amount, and, in the event of a controversy with respect to suchLoss or Expense, following completion of the binding arbitration procedure setforth in Section 10.4.  Inno event shall such right to set-off against the Retainage be deemed to constitutea limitation of the liability of Seller under the provisions of Article 10.

###  

## Section 10.4.                             Notice of Claims.  If an indemnified party believes that it hassuffered or incurred or is threatened with any Loss and Expense, it shallnotify the indemnifying party promptly in writing, and in any event within theapplicable Indemnity Period specified in Section 10.1, describingsuch Loss and Expense, all with reasonable particularity and containing areference to the provisions of this Agreement in respect of which such Loss andExpense shall have occurred.  If anylitigation, arbitration or other proceeding is instituted by a third Personwith respect to which an indemnified party intends to claim any liability orexpense as Loss and Expense under this Article, such indemnified party shallpromptly notify the indemnifying party of such legal action. In no event shallthe failure to notify the indemnifying party under this Section relievethe indemnifying party of its obligations under this Article, except to theextent such failure to notify prejudices such indemnifying party (including,without limitation, its ability to defend against such claim).

 

In the event that a controversy over a claim between the indemnifyingparty and an indemnified party is not resolved within thirty (30) days of thegiving of notice of such dispute, the parties shall proceed to bindingarbitration pursuant to the following procedures:

 

#### (i)                                     Anyparty may send another party written notice identifying the matter in disputeand invoking the procedures of this Section (a “Notice ofArbitration”).  Within fourteen (14)days, each party involved in the dispute shall meet at a mutually agreedlocation for the purpose of determining whether they can resolve the disputethemselves by written agreement, and, if not, whether they can agree upon athird-party arbitrator to whom to submit the matter in dispute for final andbinding arbitration.

####  

#### (ii)                                  Ifthe parties fail to resolve the dispute by written agreement or agree on thearbitrator within said fourteen (14) day period, any such party may makewritten application to the American Arbitration Association (“AAA”) for theappointment of three (3)

 

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#### arbitrators(the “Arbitrators”) to resolve the dispute by arbitration.  The Arbitrators shall be appointed by mutualconsent of the parties in accordance with the rules for commercial arbitrationof the AAA then in effect.

####  

#### (iii)                               Withinthirty (30) days of the selection of the Arbitrators, the parties involved inthe dispute shall meet in Boston, Massachusetts if Seller is the Party sendingthe Notice of Arbitration, or in Dallas, Texas if Buyer is the Party sendingthe Notice of Arbitration, with the Arbitrators at a place and time designatedby the Arbitrators after consultation with such parties and present theirrespective positions on the dispute. The arbitration proceeding shall be held in accordance with the rulesfor commercial arbitration of the AAA in effect on the date of the initialrequest for appointment of the Arbitrators that gave rise to the dispute to bearbitrated (as such rules are modified by the terms of this Agreement or may befurther modified by mutual agreement of the parties).  Each party shall be limited to written discovery directed to nomore than five persons, be limited to a single brief stating its case havingnot more than twenty (20) pages (excluding exhibits) and have no longer thantwo (2) days to present its position. The entire proceedings before the Arbitrators shall be no more than five(5) business days, and the decision of the Arbitrators shall be made in writingno more than thirty (30) days following the end of the proceeding.  Such an award shall be a final and bindingdetermination of the dispute and shall be fully enforceable as an arbitrationdecision in any court having jurisdiction and venue over such parties.  The prevailing party (as determined by theArbitrators) shall in addition be awarded by the Arbitrators such party’s ownreasonable attorneys’ fees and expenses in connection with suchproceeding.  The non-prevailing party(as determined by the Arbitrators) shall pay the Arbitrators’ fees andexpenses.

####  

## Section 10.5.                             Defense of Third PersonClaims.  The indemnifying partyshall have the right to conduct and control, through counsel of its ownchoosing, reasonably acceptable to the indemnified party, any third Personlegal action or other claim, but the indemnified party may, at its election,participate in the defense thereof at its sole cost and expense; provided,however, that if the indemnifying party shall fail to defend any suchlegal action or other claim, then the indemnified party may defend, throughcounsel of its own choosing, such legal action or other claim, and (so long asit gives the indemnifying party at least twenty (20) days’ notice of the termsof the proposed settlement thereof and permits the indemnifying party to thenundertake the defense thereof) settle such legal action or other claim and torecover the amount of such settlement or of any judgment and the reasonablecosts and expenses of such defense.  Theindemnifying party shall not compromise or settle any such legal action orother claim without the prior written consent of the indemnified party, whichconsent shall not unreasonably be withheld, delayed or conditioned if the termsand conditions of such compromise or settlement proposed by the indemnifyingparty and agreed to in writing by the claimant in such legal action or otherclaim (the “Settlement Proposal”) (a) include a full release of the indemnifiedparty from the legal action or other claim which is the subject of theSettlement Proposal, and (b) if the indemnified party is a Buyer IndemnifiedParty, do not include any term or condition which would restrict in any materialmanner the continued ownership or operations of the Subject Assets or theconduct of the Business in substantially the manner then being owned, operatedand conducted by Buyer (or any successor or assign).  No matter whether an indemnifying party defends or prosecutes anythird Person legal action or claim, the indemnified and indemnifying

 

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## parties shallcooperate in the defense or prosecution thereof.  Such cooperation shall include access during normal businesshours afforded to the indemnifying party to, and reasonable retention by theindemnified party of, records and information which are reasonably relevant tosuch third Person legal action or claim, and making employees available on amutually convenient basis to provide additional information and explanation ofany material provided hereunder, and the indemnifying party shall reimburse theindemnified party for all its reasonable out-of-pocket expenses in connectiontherewith.

##  

## Section 10.6.                             Exclusive Remedy.  Except for fraud, or as otherwise providedin Section 5.2(d), the indemnification provided in thisArticle shall be the sole and exclusive post-Closing remedy available toeither Party against the other Party for any claim under this Agreement.

##  

# ARTICLE 11.MISCELLANEOUS PROVISIONS

#  

## Section 11.1.                             Expenses.  Except as otherwise provided herein, each ofthe parties shall pay all costs and expenses incurred or to be incurred by itin the negotiation and preparation of this Agreement and in closing andcarrying out the Transactions.

##  

## Section 11.2.                             Headings.  The subject headings of the sections andsubsections of this Agreement are included only for purposes of convenience,and shall not affect the construction or interpretation of any of itsprovisions.

##  

## Section 11.3.                             Counterparts.  This Agreement may be executed in one ormore counterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.  Signatures on this Agreement delivered byfax or telecopier shall be considered original signatures for purposes ofeffectiveness of this Agreement.

##  

## Section 11.4.                             Rights of Parties.  Nothing in this Agreement, whether expressor implied, is intended to confer any rights or remedies under or by reason ofthis Agreement on any Persons other than the parties to it and their respectivesuccessors and assigns, nor is anything in this Agreement intended to relieveor discharge the obligation or liability of any third Person to any Party tothis Agreement, nor shall any provision give any third Persons any right ofsubrogation or action against any Party to this Agreement.

##  

## Section 11.5.                             Assignment.  Except as provided in the followingparagraphs, the rights and obligations of the parties to this Agreement or anyinterest in this Agreement shall not be assigned, transferred, hypothecated,pledged or otherwise disposed of without the prior written consent of thenonassigning Party which consent may be withheld in such Party’s solediscretion.

##  

Buyer shall have the right to assign to a subsidiary or Affiliate ofBuyer or to any Person with whom Buyer merges, consolidates or sells all orsubstantially all of its assets its rights and obligations under thisAgreement; provided that such assignment shall not release Buyer from itsobligations hereunder, and Buyer shall remain fully liable for all of Buyer’sobligations

 

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hereunder, including without limitation the payment of the entirePurchase Price (including indemnification obligations).

 

Seller shall have the right to assign its post-Closing rights andobligations to its corporate parent, *SOURCECORP*or to any other subsidiary of *SOURCECORP*or to any Person within the consolidated group of *SOURCECORP* with whom Seller merges, consolidates or sellsall or substantially all of its assets.

 

## Section 11.6.                             Compliance with BulkSales Law.  Buyer and Seller herebywaive compliance by Seller with the bulk sales law, if any, and any othersimilar laws in any applicable jurisdiction in respect of the Transactions.

##  

## Section 11.7.                             Notices.  All notices, requests, demands and othercommunications under this Agreement shall be in writing and shall be deemed tohave been duly given on the date of service if delivered by telecopier (withnotice of receipt provided that a copy is delivered to the recipient byovernight private carrier), or if served personally on the Party to whom noticeis to be given; or if delivered by overnight private carrier, on the date ofdelivery; or on the third (3rd) business day after mailing if mailed to theParty to whom notice is to be given by first class mail, certified, postageprepaid, and properly addressed as follows:

##  

To Seller or to *SOURCECORP*:

 

*SOURCECORP*,Incorporated

Deliverex Acquisition Corp.

3232 McKinney Avenue, Ste. 1000

Dallas, Texas  75204

Attention: Thomas C. Walker

Telecopier:  (214) 740-6598

 

With a copy (which shall not constitute notice but which is nonethelessrequired for notice) to:

 

*SOURCECORP*,Incorporated

3232 McKinney Avenue, Ste. 1000

Dallas, Texas  75204

Attention: General Counsel

Telecopier:  (214) 740-6598

 

To Buyer:

 

Iron Mountain Information Management, Inc.

745 Atlantic Avenue

Boston, Massachusetts  02111

Attention:  Mergers andAcquisitions

Telecopier:  (617) 451-0409

 

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With a copy (which shall not constitute notice but which is nonethelessrequired for notice) to:

 

Iron Mountain Incorporated

745 Atlantic Avenue

Boston, Massachusetts  02111

Attention:  Legal

Telecopier:  (617) 451-0409

 

Any Party may change its address for purposes of this paragraph bygiving the other parties written notice of the new address in the manner setfor above.

 

## Section 11.8.                             Applicable Law;Jurisdiction and Remedies.  ThisAgreement shall take effect as a sealed instrument, and is governed by andshall be construed and enforced in accordance with the internal laws of theState of Washington (without reference to principles of conflicts or choice oflaw that would cause the application of the internal laws of any otherjurisdiction), except that matters of law concerning the internal corporateaffairs of any corporate entity which is a party to or the subject of thisAgreement shall be governed by the jurisdiction under which such entity derivesits powers.  The Parties heretoexpressly consent and agree that any dispute, controversy, legal action orother proceeding that arises under, results from, concerns or relates to thisAgreement may be brought in the federal and state courts in and of the State ofWashington, and acknowledge that they will accept service of process byregistered or certified mail or the equivalent directed to their last knownaddress as determined by the other Party in accordance with this Agreement orby whatever other means are permitted by such courts.  The parties hereto hereby acknowledge that said courts havejurisdiction over any such dispute or controversy, and that they hereby waiveany objection to personal jurisdiction or venue in these courts or that suchcourts are an inconvenient forum.  Allremedies at law, in equity, by statute or otherwise shall be cumulative and maybe enforced concurrently or from time to time and, subject to the express termsof this Agreement, the election of any remedy or remedies shall not constitutea waiver of the right to pursue any other available remedies.

##  

## Section 11.9.                             Additional Instrumentsand Assistance.  Each Party heretoshall at any time, and from time to time after the Closing Date, uponreasonable request of the other Party or its counsel, execute, acknowledge anddeliver all such further acts, deeds, assignments, transfers, conveyances,powers of attorney and assurances as may be required to carry out the intent ofthis Agreement, at the expense of the requesting Party, unless the requestingParty is entitled to indemnification with respect to such matter.

##  

## Section 11.10.                       Severability.  If any provision of this Agreement is heldor deemed to be invalid or unenforceable to any extent when applied to anyPerson or circumstance, such invalidity or unenforceability shall not affectthe remaining provisions of this Agreement; the remaining provisions hereof andthe enforcement of such provision with respect to other Persons orcircumstances, or to another extent, shall not be affected thereby and eachprovision hereof shall be enforced to the fullest extent allowed by law.  Moreover, the invalid or inoperativeprovision shall be reformed and construed so that it shall be valid andenforceable to the maximum extent permitted.

 

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## Section 11.11.                       Pronouns and Terms.  In this Agreement, the singular shallinclude the plural, the plural the singular, and the use of any gender shallinclude all genders.

##  

## Section 11.12.                       Entire Agreement, Amendmentsand Waivers.  This Agreement,together with all Exhibits and Schedules hereto, constitutes the entireagreement among the parties pertaining to the subject matter hereof andsupersedes all prior and contemporaneous agreements, understandings,negotiations and discussions, whether oral or written, of the parties, andthere are no representations, warranties or other agreements among the partiesin connection with the subject matter hereof except as set forth specificallyherein or contemplated hereby.  Nosupplement, modification or waiver of this Agreement shall be binding unlessexecuted in writing by the Party to be bound thereby.  No waiver of any of the provisions of this Agreement shall bedeemed or shall constitute a waiver of any other provision hereof (whether ornot similar), nor shall such waiver constitute a continuing waiver unlessotherwise expressly provided.

##  

## Section 11.13.                       Construction.  The language in this Agreement will bedeemed the language chosen by the parties to express their mutual intent and norule of strict construction will be applied against any Party.

##  

## Section 11.14.                       Guaranty.  *SOURCECORP*,the sole stockholder of Seller, hereby guarantees to Buyer payment of any andall amounts that Seller may owe to Buyer under this Agreement and agrees tocause Seller to perform, or to perform directly, any covenants and agreementsof Seller set forth in this Agreement; provided, however, that notwithstandingany other provision set forth in this Agreement, in no event shall *SOURCECORP*have any liability forindemnification or otherwise pursuant to Article 10 or the other terms ofthis Agreement in an aggregate amount in excess of seventy-five percent (75%)of the Purchase Price then paid to Seller (*i.e.*,exclusive of any amounts of the Retainage related to the Virginia MasonContingent Payment not yet paid by Buyer and exclusive of interest on theRetainage in all events) and less any amount paid by Seller in accordance with Section 10.3(a).  If any guaranty obligation is limited byreason of the exclusion of Retainage not yet paid by Buyer and such Retainageis later paid by Buyer, any prior guaranty obligation so limited shall beincreased to reflect the payment of such Retainage.

 

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**IN WITNESS WHEREOF**,the parties to this Agreement have duly executed it on the date first abovewritten.

 

 
| **DELIVEREX ACQUISITION CORP.**          | **IRON MOUNTAIN INFORMATION  MANAGEMENT, INC.** |
|------------------------------------------|-------------------------------------------------|
|                                     |                                            |   |
|                                     |                                            |   |
| By:                                      | /s/ Barry L. Edwards                            |   | By: | /s/ Garry B. Watzke |   |
|                                     | Name:                                           |   | Barry L. Edwards |   |   | Name: |   | Gary B. Watzke |   |
|                                     | Title:                                          |   | Vice President |   |   | Title: |   | VP & General Counsel |   |
|                                     |                                            |   |
|                                     |                                            |   |
| For purposes of Section 11.14 only: |                                            |   |
|                                     |                                            |   |
| ***SOURCECORP,*****INCORPORATED**        |                                            |   |
|                                     |                                            |   |
|                                     |                                            |   |
| By:                                      | /s/ Ed H. Bowman, Jr.                           |   |   |   |
|                                     | Name:                                           |   | Ed. H. Bowman, Jr. |   |   |   |
|                                     | Title:                                          |   | President & CEO |   |   |   |
|                                          |                                                 |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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**EXHIBITS:**

 
| 6.4 |   | Form of Noncompetition and Confidentiality Agreement |
|-----|--------|------------------------------------------------------|
| 6.5 |   | Form of Sublease or Assignment                       |

 

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