**Exhibit 10.2**

 

**FIRST AMENDMENT TO**

**AMENDED ANDRESTATED EMPLOYMENT AGREEMENT**

**(Thomas C.Walker)**

 

THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the“Amendment”) by and between *SOURCECORP,*Incorporated, a Delaware corporation and *SOURCECORP*Management, L.P., a Texas limited partnership andindirect wholly owned subsidiary of *SOURCECORP,*Incorporated (collectively, the “Company”), and Thomas C. Walker(“Employee”) is made and entered intoeffective as of April 8, 2002.

 

**RECITALS**

 

The following statements are true and correct:

 

This Amendment amends that certain Amended and Restated EmploymentAgreement by and between Employee, *SOURCECORP,*Incorporated, and *SOURCECORP*Management,L.P., dated April 8, 2002 (the“Agreement”).

 

The parties desire to amend the Agreement to clarify and amend the Termprovisions contained therein.

 

Therefore, in consideration of the mutual promises, terms, covenants andconditions set forth herein and the performance of each, it is hereby agreed asfollows:

 

**AGREEMENTS**

 

1.    **Amendment to Agreement**.  The parties agree to amend the introductoryparagraph of Section 5 of the Agreement to read in its entirety as follows:

 

5.             Term; Termination; Rights onTermination. The term of thisAgreement shall begin on the date hereof and continue through December 31,2003; however, on each December 31, the term of this Agreement shallautomatically renew for a two-year period (such that upon such renewal, the newremaining term shall be two years), unless written notice is given on or priorto the December 31st of any year during the term (including anyrenewal thereof) that it will not be renewed, and upon such notice, the balanceof the term shall be two (2) years from the January 1st followingsuch notice (the “Term”).  This Agreementand Employee’s employment may be terminated in any one of the following ways:

 

2.    **Governing Law**.  This Amendment shall in all respects beconstrued according to the laws of the State of Texas.

 

3.    **Counterparts**.  This Amendment may be executed simultaneously in two (2) or morecounterparts, each of which shall be deemed an original and all of whichtogether shall constitute but one and the same instrument.

 

 

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4.    **Effect of Amendment**.  Except as specifically amended by thisAmendment, all provisions of the Agreement remain in full force and effect inaccordance with their express terms.

 

**[Balance of page intentionally left blank]**

 

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IN WITNESS WHEREOF, the partieshereto have executed this Agreement as of the day and year first above written.

 
|   | *SOURCECORP,* INCORPORATED |
|--------|---------------------------------|
|   |                            |
|   |                            |
|   | By:                             |   | /s/ Ed H. Bowman, Jr. |   |
|   | Title:                          |
|   |                            |
|   |                            |
|   | *SOURCECORP*Management,  L.P.   |
|   |                            |
|   |                            |
|   | By:                             | SRCP**Management,  Inc., |
|   |                            | General Partner |
|   |                            |
|   |                            |
|   | By:                             |   | /s/ Ed H. Bowman, Jr. |   |
|   | Title:                          |
|   |                            |
|   |                            |
|   | EMPLOYEE:                       |
|   |                            |
|   |                            |
|   |                            | /s/  Thomas C. Walker |   |
|   | Thomas  C. Walker               |
|        |                                 |  |  |  |  |  |

 

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