Between:



(1)  HAYS PLC, a public limited company incorporated under the laws of England

     and Wales whose registered office is at Hays House, Millmead, Guildford,

     Surrey GU2 4HJ (the VENDOR); and



(2)  IRON MOUNTAIN EUROPE LIMITED a company incorporated under the laws of

     England and Wales whose registered office is at Park House, 14 Pepys Road,

     London SW20 8NH (the PURCHASER).



WHEREAS:



     (A)    Each of the Share Vendors and the Business Vendors is a direct or

indirect subsidiary of the Vendor.



     (B)    Each of the Sale Companies and the Subsidiaries is an indirect

subsidiary of the Vendor and each Business Vendor carries on a Business.



     (C)    With a view to selling the IMS Business to the Purchaser, the Vendor

has agreed to sell, or procure the sale by the Designated Vendors of, and the

Purchaser has agreed to purchase, or procure the purchase by the Designated

Purchasers of, the Shares and the Businesses for the consideration and on the

terms and subject to the conditions set out in this Agreement.



IT IS AGREED as follows:



1.   INTERPRETATION



     1.1    Words and expressions used in this Agreement shall have the meanings

set out in Schedule 1 unless the context requires otherwise.



     1.2    The Schedules and Annexes comprise Schedules to this Agreement and

Annexes to the relevant Schedule and form part of this Agreement.



     1.3    The Vendor and the Purchaser agree and acknowledge that they are

entering into this Agreement, the Disclosure Letter and the Proposed

Transactions on the basis set out in Schedule 18.



2.   SALE AND PURCHASE



     2.1    Subject to and in accordance with this Agreement and the Agency

Agreements:



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(a)  the Vendor shall sell and transfer, or procure the sale and transfer by the

     relevant Share Vendor of, and the Purchaser shall purchase, or procure the

     purchase by the relevant Share Purchaser of, the Shares with effect from

     Completion together with all rights attaching to them including the right

     to receive all distributions and dividends as declared, paid or made in

     respect of the Shares after Completion;



(b)  the Vendor shall sell and transfer, or shall procure the sale and transfer

     by the relevant Business Vendor of, and the Purchaser shall purchase, or

     procure the purchase by the relevant Business Purchaser of, the Businesses

     (including without limitation the Business Assets in relation to each

     Business), as a going concern and with effect from Completion; and



(c)  the Purchaser shall, or shall procure that the relevant Business Purchaser

     shall, assume and discharge all Assumed Liabilities in relation to the

     relevant Business in accordance with clause 8.



     2.2    Nothing in this Agreement or any of the Agency Agreements shall

transfer any of the Excluded Assets to the Purchaser or any Designated Purchaser

or make the Purchaser or any Designated Purchaser responsible for any of the

Excluded Assets or Excluded Liabilities or entitle the Purchaser or any

Designated Purchaser to any of the Excluded Assets except for the UK Business

Vendor's option to transfer certain debts to the UK Business Purchaser in

accordance with the provisions of the Debt Funding Agreement.



     2.3    The Vendor covenants and warrants that it or the relevant Share

Vendor has the right to sell and transfer full legal and beneficial ownership

and, in relation to the US Shares, good title in the Shares, in each case free

from all Encumbrances and any other rights exercisable by third parties.



     2.4    The Vendor covenants and warrants that it or the relevant Business

Vendor has the right to sell and transfer full legal and beneficial ownership to

the relevant Business Assets free from all Encumbrances and any other rights

exercisable by third parties other than Permitted Encumbrances.



     2.5    Subject to and in accordance with this Agreement and the Agency

Agreements, the Vendor shall sell and transfer the Shares and the Business

Assets, or shall procure the sale and transfer of the Shares by the relevant

Share Vendor and the Business Assets by the relevant Business Vendor free from

all Encumbrances other than Permitted Encumbrances, and (subject to the

provisions of Schedule 13 in the case of Business Properties) ownership and risk

in the Business Assets shall pass to the Business Purchaser with effect from

Completion.



     2.6    The parties acknowledge that the transfers of the Shares, the

Businesses and Business Assets shall be implemented by the proposed share and

asset transfer and other arrangements set out in Schedule 6.



     2.7    If any asset, contract, liability or shareholding which does not

form part of the IMS Business has been transferred to or is vested in a member

of the



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Purchaser Group then either party may after Completion give notice to the other

party of the same and:



(a)  the Vendor shall provide such assistance to the Purchaser as the Purchaser

     reasonably requires for the purposes of clause (b) below; and



(b)  the Purchaser shall, so far as it is able, procure that such documents are

     executed by any member of the Purchaser Group as are necessary in order to

     transfer such interest as any member of the Purchaser Group has in such

     asset, contract, liability or shareholding to the Vendor (or the relevant

     Designated Vendor).



     2.8    If any asset, contract, liability or shareholding which exclusively

or predominantly forms part of the IMS Business (other than an Excluded Asset)

has not been transferred to or is not vested in a member of the Purchaser Group

and is vested in a member of the Vendor Group then either party may after

Completion give notice to the other party of the same and:



(a)  the Purchaser shall provide such assistance to the Vendor as the Vendor

     reasonably requires for the purposes of (b) below; and



(b)  the Vendor shall, so far as it is able, procure that such documents are

     executed by any member of the Vendor Group as are necessary in order to

     transfer such interest as any member of the Vendor Group has in the asset,

     contract, liability or shareholding to the Purchaser (or the relevant

     Designated Purchaser).



     2.9    The Vendor undertakes that it will procure compliance by all

Designated Vendors with any obligation imposed upon a Designated Vendor by this

Agreement as the obligation of a Designated Vendor and that it will procure that

the relevant Designated Vendor enters into the Belgium Asset Transfer Agreement

at Completion.



     2.10   The Purchaser undertakes that it will procure compliance by all

Designated Purchasers with any obligation imposed upon a Designated Purchaser by

this Agreement as the obligation of a Designated Purchaser, and that it shall:



(a)  procure that the relevant Designated Purchaser enters into the Belgium

     Asset Transfer Agreement at Completion; and



(b)  where the relevant entity which is to purchase Shares, a Business or

     Business Assets from the Vendor or a Designated Vendor does not exist at

     the date of this Agreement, or exists but is not identified in Part B of

     Schedule 2 or Part E of Schedule 2 of this Agreement, or is identified in

     one or both of those Schedules but is not an Affiliate of the Purchaser at

     the date of this Agreement, procure that, together with the Purchaser, such

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