Exhibit 10.4


 


AMENDMENT TO


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


This Amendment to Amended
and Restated Employment Agreement (“Amendment”) is
entered into as of December 7, 2005 by and among SOURCECORP,
Inc., a Delaware corporation with its principal office located at 3232 McKinney
Avenue, Suite 1000, Dallas, TX 75204 (“SOURCECORP”), SOURCECORP Management, L. P., a Texas limited partnership
and indirect wholly-owned subsidiary of SOURCECORP (collectively, the “Company”)
and Stephen W. Davis (“Employee”).


 


RECITALS


 


A.            The Company
and Employee have previously entered into that certain Amended and Restated
Employment Agreement on or about May 6, 2005 and effective as of January 1,
2005 (“Agreement”) pursuant to which Employee is employed by the Company.


 


B.            The
original Term (as defined in the Agreement) of the Agreement is through
December 31, 2005, and the Company and Employee now wish to extend the Term of
the Agreement through December 31, 2006.


 


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


 


1.                                       Amendment.  The Company and Employee hereby agree to
amend the Agreement as follows:


 


The Term of the
Agreement defined in Section 5 of the Agreement is amended to mean from January
1, 2005 and continuing through December 31, 2006.


 


2.                                       Defined Terms.  Except as otherwise expressly provided herein,
any capitalized term used in this Amendment that is not defined herein will
have the meaning ascribed to such term in the Agreement.


 


3.                                       No Other Amendment.  Except as otherwise expressly provided in
this Amendment, all terms, conditions and provisions of the Agreement will remain
in full force and effect.  For the
avoidance of doubt, this Amendment is not intended to satisfy the “renewal” or “replacement”
conditions contemplated by Sections 5(d) or 12(e)(iii) of the Agreement.


 


4.                                       Governing
Law.  This Amendment shall in all
respects be construed according to the laws of the State of Delaware.


 


5.                                       Entire
Agreement.  This Amendment,
together with the Agreement, set forth the entire agreement and understanding
of the parties relating to the subject matter herein.  No modification of or amendment to this Amendment,
nor any waiver of any rights under this Amendment, shall be effective unless
given in a writing signed by the party to be charged.


 


1





















 


6.                                       Counterparts.  This Amendment may be executed originally or
by facsimile signature, in multiple counterparts, each of which shall be deemed
an original and all of which together shall constitute one instrument.


 


IN WITNESS WHEREOF, the parties have entered into this
Amendment as of the date first written above.


 


	
  SOURCECORP , Incorporated

  	
   

  	
  SOURCECORP
  Management, L.P.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ed H. Bowman, Jr.

  	
   

  	
  By:

  	
  SRCP Management, Inc.

  
	
   

  	
  Name: Ed H. Bowman, Jr.

  	
   

  	
  General Partner

  
	
   

  	
  Title:  
  President & CEO

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ed H. Bowman, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   Ed H. Bowman,
  Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
        President

  	
   

  
	
   

  	
   

  	
   

  
	
  EMPLOYEE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Stephen W. Davis

  	
   

  	
   

  	
   

  
	
  Stephen W. Davis

  	
   

  	
   

  
										



 


2