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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                   FORM 10-K
                                ---------------

                       FOR ANNUAL AND TRANSITION REPORTS
                    PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)

<TABLE>
<C>        <S>
   /X/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

           FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
</TABLE>

                                       OR

<TABLE>
<C>        <S>
   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

           FOR THE TRANSITION PERIOD FROM TO
</TABLE>

                         Commission File Number 1-13045
                           --------------------------

                           IRON MOUNTAIN INCORPORATED
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                 <C>
                   PENNSYLVANIA                                         23-2588479
  (State or other jurisdiction of incorporation)           (I.R.S. Employer Identification No.)

    745 ATLANTIC AVENUE, BOSTON, MASSACHUSETTS                            02111
     (Address of principal executive offices)                           (Zip Code)
</TABLE>

                                  617-535-4766
              (Registrant's telephone number, including area code)
                           --------------------------

            Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
                    TITLE OF EACH CLASS                       NAME OF EXCHANGE ON WHICH REGISTERED
                    -------------------                       ------------------------------------
<S>                                                           <C>
  Common Stock, $.01 par value per share ("Common Stock")            New York Stock Exchange
         11 1/8% Senior Subordinated Notes Due 2006                  New York Stock Exchange
         9 1/8% Senior Subordinated Notes Due 2007                   New York Stock Exchange
</TABLE>

    Securities registered pursuant to Section 12(g) of the Act: NONE

    Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/  No / /

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/

    As of March 1, 2001, the aggregate market value of the Common Stock of the
registrant held by non-affiliates of the registrant was $1,625,654,468.28 based
on the closing price on the New York Stock Exchange on such date.

    Number of shares of the registrant's Common Stock at March 1, 2001:
55,440,279

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                           IRON MOUNTAIN INCORPORATED
                          2000 FORM 10-K ANNUAL REPORT

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           PAGE
                                                                         --------
<S>        <C>                                                           <C>
PART I
Item 1.    Business....................................................      1
Item 2.    Properties..................................................     11
Item 3.    Legal Proceedings...........................................     11
Item 4.    Submission of Matters to a Vote of Security Holders.........     12

PART II
Item 5.    Market for the Registrant's Common Stock and Related
             Shareholder Matters.......................................     13
Item 6.    Selected Consolidated Financial and Operating Information...     14
Item 7.    Management's Discussion and Analysis of Financial Condition
             and Results of Operations.................................     16
Item 7A.   Quantitative and Qualitative Disclosure About Market Risk...     26
Item 8.    Financial Statements and Supplementary Data.................     26
Item 9.    Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure..................................     26

PART III
Item 10.   Directors and Executive Officers of the Registrant..........     27
Item 11.   Executive Compensation......................................     30
Item 12.   Security Ownership of Certain Beneficial Owners and
             Management................................................     33
Item 13.   Certain Relationships and Related Transactions..............     35

PART IV
Item 14.   Exhibits, Financial Statement Schedules and Reports on Form
             8-K.......................................................     36
</TABLE>

                                EXPLANATORY NOTE

    On February 1, 2000, Iron Mountain Incorporated, a Delaware corporation,
acquired Pierce Leahy Corp., a Pennsylvania corporation. The acquisition was
structured as a reverse merger with Pierce Leahy surviving and immediately
changing its name to Iron Mountain Incorporated. Immediately after the merger
former stockholders of Iron Mountain owned approximately 65% of the Company's
Common Stock. Because of this share ownership, Iron Mountain is considered the
acquiring entity for accounting purposes. We use the terms "Iron Mountain," the
"Company" or "we" herein to refer to both Iron Mountain Incorporated, prior to
the merger, and the combined company after the merger.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    We have made and incorporated by reference statements in this annual report
on Form 10-K that constitute "forward-looking statements" as that term is
defined in the federal securities laws. These forward-looking statements concern
our operations, economic performance and financial condition. The
forward-looking statements are subject to various known and unknown risks,
uncertainties and other factors. When we use words such as "believes,"
"expects," "anticipates," "estimates" or similar expressions, we are making
forward-looking statements.

                                       i
<PAGE>
    Although we believe that our forward-looking statements are based on
reasonable assumptions, our expected results may not be achieved, and actual
results may differ materially from our expectations. Important factors that
could cause actual results to differ from expectations include, among others:

    - difficulties related to the integration of acquisitions generally and,
      more specifically, the integration of our operations and those of Pierce
      Leahy;

    - unanticipated costs as a result of our acquisition of Pierce Leahy;

    - uncertainties related to international expansion;

    - uncertainties related to expansion into digital businesses, including the
      timing of introduction and market acceptance of the Company's products and
      services;

    - rapid and significant changes in technology;

    - the cost and availability of appropriate storage facilities;

    - changes in customer preferences and demand for our services;

    - our significant indebtedness and the cost and availability of financing
      for contemplated growth; and

    - other general economic and business conditions.

    These cautionary statements should not be construed by you to be exhaustive,
and they are made only as of the date of this Annual Report on Form 10-K. You
should read these cautionary statements as being applicable to all
forward-looking statements wherever they appear. We assume no obligation to
update or revise the forward-looking statements or to update the reasons why
actual results could differ from those projected in the forward-looking
statements.

                                       ii
<PAGE>
                                     PART I

ITEM 1. BUSINESS.

A. DEVELOPMENT OF BUSINESS.

    Iron Mountain is the leader in records and information management services
("RIMS"). The Company is an international, full-service provider of records and
information management and related services, enabling customers to outsource
these functions. Iron Mountain has a diversified customer base that includes
more than half of the Fortune 500 and numerous commercial, legal, banking,
healthcare, accounting, insurance, entertainment and government organizations.
The Company provides storage for all major media, including paper, which is the
dominant form of records storage, magnetic media, including computer tapes,
microfilm and microfiche, master audio and videotapes, film and optical disks,
X-rays and blueprints. Iron Mountain's principal services provided to its
storage customers include courier pick-up and delivery, filing, retrieval and
destruction of records, database management, customized reporting and disaster
recovery support. The Company also sells storage materials, including cardboard
boxes and magnetic media, and provides confidential destruction, consulting,
facilities management, fulfillment and other outsourcing services.

    Iron Mountain was founded in 1951 in an underground facility near Hudson,
New York. Now in its 50th year, the Company has experienced tremendous growth
and organizational change particularly since successfully completing the initial
public offering of its common stock in February 1996. Over those five years, the
Company has built itself from a regional business with limited product offerings
and annual revenues of $104 million for 1995 into the global leader in records
and information management services providing a full range of services to
customers in 114 markets around the world. For the year ended December 31, 2000,
Iron Mountain had total revenues of approximately $1 billion.

    This growth has been accomplished primarily through the acquisition of 68
domestic and 16 international records management companies, including six
acquisitions completed in the first quarter of 2001. The goal of the Company's
current acquisition program is to supplement internal growth by continuing to
establish a footprint in targeted international markets and adding fold-in
acquisitions both domestically and internationally. Having substantially
completed its North American geographic expansion, the Company is shifting its
focus from growth through acquisitions to internal revenue growth. As a result
of this shift, the Company expects that internal revenue growth will comprise an
increasing percentage of total revenue growth. The Company intends to achieve
this internal growth through the use of aggressive selling efforts to acquire
new customers and capture market share and by offering a wide range of
complementary and ancillary services to expand its new and existing customer
relationships.

    On February 1, 2000, Iron Mountain completed its most important acquisition
to date by merging with Pierce Leahy in a stock-for-stock merger valued at
$1.0 billion, including the assumption of debt and related transaction costs.
Since the merger, the Company has been integrating the cultures, operating
systems and procedures, and information technology systems of Iron Mountain and
Pierce Leahy. The integration process is continuing and is expected to proceed
for up to two more years.

    As of December 31, 2000, the Company provided services to over 125,000
customer accounts in 77 markets in the United States and 37 markets outside of
the United States. Iron Mountain employs over 10,000 people and operates more
than 625 records management facilities in the United States, Canada, Europe and
Latin America.

                                       1
<PAGE>
B. DESCRIPTION OF BUSINESS.

THE RECORDS AND INFORMATION MANAGEMENT SERVICES INDUSTRY

OVERVIEW

    Companies in the RIMS industry store and manage information in a variety of
media formats, which can broadly be divided into paper and electronic records,
and provide a wide range of services related to the records stored. The Company
refers to its general paper storage and management services as "business records
management." Paper records are defined to include paper documents, as well as
all other non-electronic media such as microfilm and microfiche, master audio
and videotapes, film, X-rays and blueprints. Electronic records include various
forms of magnetic media such as computer tapes and hard drives and optical
disks. The Company refers to its electronic records storage and management
services as "data security services" and "digital archiving services."

PAPER RECORDS

    Paper records may be broadly divided into two categories: active and
inactive. Active records relate to ongoing and recently completed activities or
contain information that is frequently referenced. Active records are usually
stored and managed on-site by the organization that originated them to ensure
ready availability. Inactive paper records are the principal focus of the RIMS
industry. Inactive records consist of those records that are not needed for
immediate access but which must be retained for legal, regulatory and compliance
reasons or for occasional reference in support of ongoing business operations.
Based on industry studies, the Company believes that inactive records make up
approximately 80% of all paper records. A large and growing specialty subset of
the paper records market is medical records. These are active and semi-active
records that are often stored off-site with and serviced by a RIMS vendor.

ELECTRONIC RECORDS

    Electronic records management focuses on the storage of, and related
services for, computer media that are either a back-up copy of recently
processed data or archival in nature. Back-up data exists because of the need of
many businesses to maintain back-up copies of data in order to be able to
operate in the event of a system failure, casualty loss or other disaster. It is
customary for data processing groups to rotate back-up tapes to off-site
locations on a regular basis and to require multiple copies of such information
at multiple sites. In addition to the management of physical back-up copies of
data, the Company is introducing new services that allow for the direct
transfer, storage and retrieval of back-up data between its customers and its
secure storage facilities via public broadband communications networks. The
Company refers to these services as "e-Vaulting."

    Archival data is generally not needed for access but is retained for legal,
regulatory and compliance reasons or for occasional reference in support of
ongoing business operations. Historically, archival data, as well as back-up
data, has been stored on physical media such as computer tapes or optical disks.
The Company is collaborating with other companies to develop technologies to
provide storage and related services for this data electronically in its
original digital format. Customers' data will be captured via telecommunication
lines or the Internet. Based on the nature of the data, customers can choose to
store their data on-line for real-time access, near-line access for a slightly
lower cost or off-line on computer tapes or disks for less time-critical data.
The Company refers to these developing services as "digital archiving services."

GROWTH OF MARKET

    The Company believes that the volume of stored paper and electronic records
will continue to increase for a number of reasons, including: (i) the rapid
growth of inexpensive document producing

                                       2
<PAGE>
technologies such as facsimile, desktop publishing software and desktop
printing, (ii) the continued proliferation of data processing technologies such
as personal computers and networks, (iii) regulatory requirements,
(iv) concerns over possible future litigation and the resulting increases in
volume and holding periods of documentation, (v) the high cost of reviewing
records and deciding whether to retain or destroy them, (vi) the failure of many
entities to adopt or follow policies on records destruction and (vii) audit
requirements to keep back-up copies of certain records in off-site locations.

    Despite the growth of new "paperless" technologies, such as the Internet and
e-mail, management believes that stored information remains predominantly
paper-based. These technologies have promoted the creation of hard copies of
such electronic information and have also led to increased demand for data
security services, such as the storage and off-site rotation of back-up copies
of magnetic media, and outsourcing support services that address the needs of
data center operations and disaster recovery programs. In addition, management
believes that the proliferation of digital information technologies and
distributed data networks has created an emerging need for efficient,
cost-effective, high quality solutions for electronic archiving and the
management of electronic documents.

CONSOLIDATION OF A HIGHLY FRAGMENTED INDUSTRY

    Over the past several years, there has been consolidation in the highly
fragmented RIMS industry. Most RIMS companies serve a single local market, and
are often either owner-operated or ancillary to another business, such as a
moving and storage company. The Company believes that this trend will continue
because of the industry's capital requirements for growth, opportunities for
large RIMS providers to achieve economies of scale and customer demands for more
sophisticated technology-based solutions.

    Management believes that the consolidation trend in the industry is also due
to, and will continue as a result of, the preference of certain large
organizations to contract with one vendor in multiple cities and countries for
multiple services. In particular, customers increasingly demand a single, large,
sophisticated company to handle all of their important business and electronic
records needs. Large, national and multinational companies are better able to
satisfy these demands than smaller competitors. The Company has made, and
intends to continue to make, acquisitions of its competitors, many of whom are
small, single city operators.

DESCRIPTION OF IRON MOUNTAIN'S BUSINESS

BUSINESS RECORDS MANAGEMENT

    The hard copy business records stored by the Company's customers with the
Company by their nature are not very active. These types of records are stored
in cartons, which are packed by the customer. The Company uses bar-coded
tracking technologies known as the SAFEKEEPER-TM- system and the PIERCE LEAHY
USER SOLUTION(-Registered Trademark-) (PLUS(-Registered Trademark-)) system and
other procedures to ensure the integrity of the contents of a customer's cartons
and to efficiently store and later retrieve a customer's cartons. As a central
component of its integration plan for the Pierce Leahy transaction, the Company
has developed the SAFEKEEPERPLUS-TM- system, combining the architecture of PLUS
and the enhanced functionality of SAFEKEEPER, and has begun a city-by-city
conversion program that is expected to be completed in 2002. Storage charges are
generally billed monthly on a per storage unit basis, usually either per carton
or per cubic foot of records, and include the provision of space, racking,
computerized inventory and activity tracking and physical security.

DATA SECURITY SERVICES

    Data security services consist of the storage and rotation of back-up
computer media as part of corporate disaster and business recovery plans.
Computer tapes, cartridges and disk packs are

                                       3
<PAGE>
transported off-site by the Company's courier operations on a scheduled basis to
secure, climate-controlled facilities, where they are available to customers
24 hours a day, 365 days a year, to facilitate data recovery in the event of a
disaster. Iron Mountain uses various information technology systems such as
MEDIALINK-TM- and SECUREBASE-TM- software to manage this process. Iron Mountain
also manages tape library relocation and supports disaster recovery testing and
execution. The Company is now in the early stages of offering e-Vaulting as part
of its data security services product line. E-Vaulting allows customers
different levels of electronic transfer, storage and recovery of critical
back-up data ranging from real time transfers using storage silos to electronic
transfer and off-line storage for less immediate needs.

HEALTHCARE INFORMATION SERVICES

    Healthcare information services principally include the handling, storage,
filing, processing and retrieval of medical records used by hospitals, private
practitioners and other medical institutions. Medical records tend to be more
active in nature and are typically stored on specialized shelving systems that
provide access to individual files. Healthcare information services also include
recurring project work and ancillary services. Recurring project work involves
the on-site removal of aged patient files and related computerized file
indexing. Ancillary healthcare information services include release of
information, temporary staffing, contract coding, facilities management and
imaging.

VITAL RECORDS SERVICES

    Vital records contain critical or irreplaceable data such as master audio
and video recordings, film, software source code and other highly proprietary
information. Vital records may require special facilities or services, either
because of the data they contain or the media on which they are recorded. The
Company's charges for providing enhanced security and special climate-controlled
environments for vital records are higher than for typical storage functions.
The Company provides the same ancillary services for vital records as it
provides for its other storage operations.

SERVICE AND COURIER OPERATIONS

    Service and courier operations are an integral part of a comprehensive
records management program for all physical media including paper and electronic
records. They include adding records to storage, temporary removal of records
from storage, refiling of removed records, permanent withdrawals from storage
and destruction of records. Service charges are generally assessed for each
procedure on a per unit basis. The SAFEKEEPER, PLUS and SAFEKEEPERPLUS systems
control the service processes from order entry through transportation and
invoicing for business records while MEDIALINK and SECUREBASE manage the process
for the data security services business.

    Courier operations consist primarily of the pickup and delivery of records
upon customer request. Charges for courier services are based on urgency of
delivery, volume and location and are billed monthly. As of December 31, 2000,
Iron Mountain was utilizing a fleet of more than 1,900 owned or leased delivery
vehicles.

DIGITAL ARCHIVING SERVICES

    Iron Mountain currently provides storage and related services for computer
media, primarily computer tapes and optical disks, that is archival in nature.
In addition, the Company is collaborating with other companies to develop
technologies and is exploring opportunities to leverage its customer
relationships, geographic presence and brand image to provide additional
information management services for digital records. The growth rate of
mission-critical digital information is accelerating, driven in part by the use
of the Internet as a distribution and transaction medium. The rising cost and
increasing importance of digital information management, coupled with the
increasing availability of

                                       4
<PAGE>
telecommunications bandwidth at lower costs, may create meaningful opportunities
for Iron Mountain. The Company is cultivating partnerships with technology
providers to develop a number of applications.

    The Company believes the issues encountered by customers trying to manage
their electronic records are similar to the ones they face in their business
records management programs and consist primarily of: (i) storage capacity and
the preservation of data; (ii) access to and control over the data in a secure
environment; and (iii) the need to keep electronic records due to regulatory
compliance or for litigation support. Products and services are currently being
developed to address these needs and expand the array of services offered by the
Company for electronic records.

ADDITIONAL SERVICES AND PRODUCTS

    Iron Mountain offers a variety of additional services, which customers may
request or contract for on an individual basis. These services include
inventorying records, packing records into cartons or other containers, and
creating computerized indices of files and individual documents. The Company
also provides services for the management of active records programs. The
Company can provide these services, which generally include document and file
processing and storage, both off-site at its own facilities and by supplying its
own personnel to perform management functions on-site at the customer's
premises.

    Other complementary lines of business operated by the Company include
fulfillment services and confidential destruction. Fulfillment services are
performed by the Company's wholly owned subsidiary, COMAC, Inc. COMAC stores
customer marketing literature and delivers this material to sales offices, trade
shows and prospective customers' sites based on current and prospective customer
orders. In addition, COMAC assembles custom marketing packages and orders, and
manages and provides detailed reporting on customer marketing literature
inventories.

    Confidential destruction involves the shredding of sensitive documents for
corporate customers that, in many cases, also use the Company's services for
management of less sensitive archival records. These services typically include
the scheduled pick-up of loose office records accumulated by customers in
specially designed containers provided by Iron Mountain. The Company currently
performs these services in 17 markets and seeks to expand its presence in this
business through acquisitions and internal start-ups.

    In addition, the Company provides professional consulting services to large
customers, enabling them to develop and implement comprehensive records and
information management programs. Iron Mountain's consulting business draws on
the Company's experience in RIMS to analyze the practices of such companies and
assist them in creating more effective programs of records and information
management. The Company's consultants work with these customers to develop
policies for document review, analysis and evaluation and for scheduling of
document retention and destruction.

    The Company also sells: (i) a full line of specially designed corrugated
cardboard, metal and plastic storage containers; (ii) magnetic media products
including computer tapes, cartridges and drives, tape cleaners and supplies and
CDs; and (iii) computer room equipment and supplies such as racking systems,
furniture, bar code scanners and printers.

    The amount of the Company's revenues derived from business records
management, data security services and other operating segments (including
digital archiving services, confidential destruction and fulfillment services)
and other relevant financial data for fiscal years 1999 and 2000 is set forth in
Note 12 of Notes to Consolidated Financial Statements.

                                       5
<PAGE>
FINANCIAL CHARACTERISTICS OF IRON MOUNTAIN'S BUSINESS

    Iron Mountain's financial model is based on the recurring nature of its
revenues. The historical predictability of this revenue stream and the resulting
EBITDA(1) allows the Company to operate with a high degree of financial
leverage. Since 1995, the Company has invested approximately $2.5 billion in
acquisitions, accounted for using the purchase method of accounting, as its
primary avenue of growth and in property, plant and equipment to support that
growth. Iron Mountain's primary financial goal has always been to increase
consolidated EBITDA, which is a source of funds for investment in continued
growth and for servicing indebtedness. Even as the Company shifts its focus from
growth through acquisitions to internal revenue growth, its primary financial
objective continues to be the growth in EBITDA in relation to capital invested
on a per share basis. Iron Mountain's business has the following financial
characteristics:

    - RECURRING REVENUES. Iron Mountain derives a majority of its consolidated
      revenues from fixed periodic, usually monthly, fees charged to customers
      based on the volume of records stored. The Company's revenues from these
      fixed periodic fees have grown for 48 consecutive quarters. Once a
      customer places paper records in storage with the Company and until those
      records are destroyed or permanently removed, for which the Company
      typically receives a service fee, the Company receives recurring payments
      for storage fees without incurring additional labor or marketing expenses
      or significant capital costs. Similarly, contracts for the storage of
      electronic back-up media consist primarily of fixed monthly payments. Over
      each of the last five years, storage revenues, which are stable and
      recurring, have accounted for approximately 60% of the Company's total
      revenues. This stable and growing storage base also provides the
      foundation for increases in revenues and EBITDA.

    - HISTORICALLY NON-CYCLICAL BUSINESS. Iron Mountain has not experienced a
      reduction of its business as a result of past general economic downturns,
      although the Company can give no assurance that this would be the case in
      the future. Management believes that the outsourcing of RIMS may
      accelerate during economic downturns as companies focus on reducing costs
      through outsourcing non-core operating functions. In addition, management
      believes that companies that have outsourced RIMS are less likely during
      economic downturns to incur the move-out costs and other expenses
      associated with switching vendors or moving RIMS in-house.

    - INHERENT GROWTH FROM EXISTING PAPER RECORDS CUSTOMERS. The Company's paper
      records customers have on average generated additional Cartons(2) at a
      faster rate than stored Cartons have been destroyed or permanently
      removed. From January 1, 1996 through December 31, 2000, the Net Carton
      Growth From Existing Customers(3) of Iron Mountain increased at an average
      annual rate of approximately 6%. The Company believes the consistent
      growth of its paper storage revenues is the result of a number of factors,
      including: (i) the trend toward increased records retention,
      (ii) customer satisfaction with the Company's services and (iii) the costs
      and inconvenience of moving storage operations in-house or to another
      provider of RIMS.

------------------------

1   EBITDA is defined as earnings before interest, taxes, depreciation,
    amortization, extraordinary items, other income, merger-related expenses and
    stock option compensation expense. Merger-related expenses are primarily
    those expenses directly related to the Company's merger with Pierce Leahy
    that cannot be capitalized and include severance and pay-to-stay payments,
    costs of exiting certain facilities, system conversion costs and other
    transaction-related costs.

2   The term "Carton" is defined as a measurement of volume equal to a single
    standard storage carton, approximately 1.2 cubic feet. The number of cartons
    stored does not include storage volumes in the Company's vital records
    services and data security services, which are described below.

3   The term "Net Carton Growth From Existing Customers" is defined as the
    increase in net Cartons attributable to existing customers without giving
    effect to the loss of approximately 1.0 million Cartons in fires attributed
    to arson in March 1997 in two of Iron Mountain's facilities in South
    Brunswick Township, New Jersey. See "Item 3. Legal Proceedings."

                                       6
<PAGE>
    - DIVERSIFIED AND STABLE CUSTOMER BASE. As of December 31, 2000, the Company
      had over 125,000 customer accounts in a variety of industries. The Company
      currently provides services to more than half of the Fortune 500 and
      numerous commercial, legal, banking, healthcare, accounting, insurance,
      entertainment and government organizations. No customer accounted for more
      than 2% of the Company's consolidated revenues for the year ended
      December 31, 2000. From January 1, 1996 through December 31, 2000, average
      annual permanent removals of Cartons, not including destructions,
      represented approximately 4% of total Cartons stored.

    - CAPITAL EXPENDITURES RELATED PRIMARILY TO GROWTH. The Company's RIMS
      business requires limited annual capital expenditures made in order to
      maintain the Company's current revenue stream. From January 1, 1996
      through December 31, 2000, approximately 90% of Iron Mountain's aggregate
      capital expenditures were growth-related investments, primarily in racking
      systems, management information systems, new buildings and improvements to
      existing facilities. These growth-related capital expenditures are
      primarily discretionary and create additional capacity for increases in
      revenues and EBITDA.

GROWTH STRATEGY

    Iron Mountain's objective is to maintain its position as the leader in
records and information management services. Domestically, the Company seeks to
be one of the largest RIMS providers in each of its geographic markets.
Internationally, the objectives are to continue to capitalize on its expertise
in the RIMS industry and to make additional acquisitions and investments in
selected international markets. The Company's primary avenues of growth are:
(i) increased business with existing customers; (ii) additions of new customers;
(iii) the introduction of new products and services such as e-Vaulting, digital
archiving and confidential destruction; and (iv) selective acquisitions in new
and existing markets.

GROWTH FROM EXISTING CUSTOMERS

    Existing Iron Mountain customers storing paper records contribute to storage
and services revenues growth because on average they generate additional Cartons
at a faster rate than old Cartons are destroyed or permanently removed. In order
to maximize growth opportunities from existing customers, the Company seeks to
maintain high levels of customer retention by providing premium customer service
through its local management staff.

    Through its local account management staff, the Company leverages existing
business relationships with its customers by selling complementary services and
products. Services include records tracking, indexing, customized reporting,
vital records management and consulting services.

ADDITIONS OF NEW CUSTOMERS

    The Company's sales force is dedicated to two primary objectives:
establishing new customer account relationships and expanding new and existing
customer relationships by offering a wide array of complementary services and
products. In order to accomplish these objectives, the sales force draws on the
Company's national marketing organization and senior management. As a result of
acquisitions and its decision to recruit additional qualified sales
professionals, the Company has increased the size of its sales force to
approximately 250 such professionals.

INTRODUCTION OF NEW PRODUCTS AND SERVICES

    Iron Mountain continues to expand its menu of products and services. The
Company has significantly increased its presence in the confidential destruction
industry and is in the process of developing new e-Vaulting and digital
archiving services. These new products and services allow the

                                       7
<PAGE>
Company to further penetrate its existing customer accounts and attract new
customers in previously untapped markets.

GROWTH THROUGH DOMESTIC ACQUISITIONS

    The Company's acquisition strategy includes both expanding geographically,
focusing primarily on the 100 largest U.S. markets, and increasing the Company's
presence and scale within existing markets through "fold-in" acquisitions. Iron
Mountain has a successful record of acquiring and integrating RIMS companies.
See "Completed Acquisitions." The Company intends to continue its domestic
acquisition program. However, given the small number of large acquisition
prospects and the Company's increased revenue base, future acquisitions are
expected to be less significant to overall domestic revenue growth than they
have been historically.

INTERNATIONAL GROWTH STRATEGY

    Iron Mountain also intends to continue to make acquisitions and investments
in RIMS businesses outside the United States. The Company has acquired and
invested in, and seeks to acquire and invest in, RIMS companies in countries,
and, more specifically, markets within such countries, where it believes there
is sufficient demand from existing multinational customers or the potential for
growth. Since beginning its international expansion program in January 1999,
Iron Mountain, directly and through joint ventures, has expanded its operations
into Canada, Europe and Latin America. These transactions have taken, and may
continue to take, the form of acquisitions of the entire business or controlling
or minority investments, with a long-term goal towards full ownership. In
addition to the criteria the Company uses to evaluate domestic acquisition
candidates, Iron Mountain also evaluates the presence in the potential market of
existing Iron Mountain clients as well as the risks uniquely associated with an
international investment, including those risks described below.

    The experience, depth and strength of local management are particularly
important in Iron Mountain's international acquisition strategy. As a result,
Iron Mountain has formed joint ventures with, or acquired significant interests
from, target businesses throughout Europe and Latin America. Iron Mountain
believes this strategy, rather than an outright acquisition, may, in certain
markets, better position the Company to expand the existing business, although
the Company's long-term goal is to acquire full ownership of each such business.
The local partner will benefit from Iron Mountain's expertise in the RIMS
industry and, in certain cases, Iron Mountain's technology, and Iron Mountain
will benefit from its local partner's knowledge of the market, relationships
with customers and its presence in the community.

    Iron Mountain's international investments are subject to risks and
uncertainties relating to the indigenous political, social, regulatory, tax and
economic structures of other countries, as well as fluctuations in currency
valuation, exchange controls, expropriation and governmental policies limiting
returns to foreign investors. At this time, there can be no assurance as to
whether any international investment will be successful in achieving its
objectives.

    The amount of the Company's revenues derived from international operations
and other relevant financial data for fiscal years 1998, 1999 and 2000 is set
forth in Note 12 of Notes to Consolidated Financial Statements. During 2000,
Iron Mountain derived approximately 12% of its revenues from outside of the
United States.

COMPLETED ACQUISITIONS

MERGER OF IRON MOUNTAIN AND PIERCE LEAHY

    On February 1, 2000, Iron Mountain completed its most important acquisition
to date as it acquired Pierce Leahy, a Pennsylvania corporation, in a
stock-for-stock merger. Because the transaction

                                       8
<PAGE>
was structured as a reverse merger, Iron Mountain merged with and into Pierce
Leahy and Pierce Leahy survived the merger. Immediately after the merger, the
Company changed its name from Pierce Leahy Corp. to Iron Mountain Incorporated.
See Note 6 of Notes to Consolidated Financial Statements.

RECENT ACQUISITIONS

    As part of its growth strategy, from January 1, 1998 through December 31,
2000, Iron Mountain acquired 44 RIMS businesses. The following table presents
certain information with respect to the acquisitions completed by the Company
between January 1, 1998 and December 31, 2000.

<TABLE>
<CAPTION>
                                                                   COMPONENTS OF PURCHASE PRICE CONSIDERATION
                                                                   ------------------------------------------
                                                                    (DOLLARS IN MILLIONS)
                                                 TOTAL AGGREGATE   CASH PAID     FAIR VALUE OF       TOTAL
                                                    REVENUES        AND DEBT    COMMON STOCK AND    PURCHASE
                                       NUMBER    REPRESENTED(1)     ASSUMED      OPTIONS ISSUED      PRICE
                                      --------   ---------------   ----------   ----------------   ----------
<S>                                   <C>        <C>               <C>          <C>                <C>
1998 Acquisitions...................     15            $152           $193            $ 67           $  260
1999 Acquisitions...................     17              98            215              46              261
2000 Acquisitions(2)................     12             401            732             447            1,179
</TABLE>

------------------------

(1) Total annual aggregate revenues were calculated in each case by reference to
    the revenues of each of the acquired businesses during the year in which
    they were acquired. This calculation includes an estimate of total revenues
    for the portion of the year of acquisition during which any such acquired
    business was included in Iron Mountain's results of operations.

(2) The total purchase price for the 2000 Acquisitions includes $1.0 billion for
    the acquisition of Pierce Leahy on February 1, 2000.

CUSTOMERS

    The Company's customer base is diversified in terms of revenues and industry
concentration. Iron Mountain tracks customer accounts, which are based on
invoices. Accordingly, depending upon how many invoices have been arranged at
the request of a customer, one organization may represent multiple customer
accounts. As of December 31, 2000, the Company had over 125,000 customer
accounts in a variety of industries. The Company currently provides services to
more than half of the Fortune 500 and numerous commercial, legal, banking,
healthcare, accounting, insurance, entertainment and government organizations.
No customer accounted for more than 2% of the Company's consolidated revenues
for the year ended December 31, 2000.

COMPETITION; ALTERNATIVE TECHNOLOGIES

    The Company competes with its current and potential customers' internal
records and information management services capabilities. The Company can
provide no assurance that these organizations will begin or continue to use an
outside company such as Iron Mountain for their future records and information
management services.

    The Company competes with multiple RIMS providers in all geographic areas
where it operates. Iron Mountain believes that competition for customers is
based on price, reputation for reliability, quality of service and scope and
scale of technology and that it generally competes effectively based on these
factors.

    Iron Mountain also competes with other RIMS providers for companies to
acquire. Some of the Company's competitors may possess substantial financial and
other resources. If any such competitor were to devote additional resources to
the RIMS business and such acquisition candidates or focus its strategy on Iron
Mountain's markets, Iron Mountain's results of operations could be adversely
affected.

                                       9
<PAGE>
    Iron Mountain derives most of its revenues from the storage of paper
documents and related services. This storage requires significant physical
space. Alternative storage technologies exist, many of which require
significantly less space than paper. These technologies include computer media,
microform, CD-ROM and optical disk. To date, none of these technologies has
replaced paper as the principal means for storing information. However, the
Company can provide no assurance that its customers will continue to store most
of their records in paper format. A significant shift by Iron Mountain's
customers to storage of data through non-paper based technologies, whether now
existing or developed in the future, could adversely affect its business. The
Company is collaborating with other companies to develop e-Vaulting and digital
archiving service products designed to address its customers' emerging need for
efficient, cost-effective, high quality solutions for electronic archiving and
the management of electronic documents.

EMPLOYEES

    As of December 31, 2000, the Company employed about 8,300 full-time
employees in the United States. Directly and through majority-owned joint
ventures, as of December 31, 2000, the Company employed approximately 2,000
full-time employees outside of the United States. A small percentage of the
Company's employees are represented by unions. These unionized employees are
located in California, one city in Canada and in the United Kingdom. As of
December 31, 2000, the aggregate number of unionized employees was approximately
300.

    All domestic non-union employees are eligible to participate in the
Company's benefit programs, which include medical, dental, life, short and
long-term disability and accidental death and dismemberment plans. Unionized
employees receive these types of benefits through their unions. In addition to
base compensation and other usual benefits, all full-time domestic employees
participate in some form of incentive-based compensation program that provides
payments based on profits, collections or attainment of specified objectives for
the unit in which they work. International employees participate in separate
benefit and incentive-based compensation programs. Management believes that the
Company has good relationships with its employees and unions.

INSURANCE

    For strategic risk transfer purposes, the Company maintains a comprehensive
insurance program with insurers that it believes to be reputable and in amounts
that it believes to be appropriate. Property insurance is purchased on an
all-risk basis, including flood and earthquake, subject to certain sublimits and
deductibles, and inclusive of the replacement cost of real and personal
property, including leasehold improvements, business income loss and extra
expense. Separate policies for California earthquake exposures are maintained at
what the Company believes to be appropriate limits and deductibles for that
exposure. Included among other types of insurance carried by Iron Mountain are:
workers compensation, general liability, umbrella, automobile, and directors and
officers policies.

    The Company's standard form of storage contract sets forth an agreed maximum
valuation for each carton or other storage unit held by the Company, which
serves as a limitation of liability for loss or damage, as permitted under the
Uniform Commercial Code. In contracts containing such limits, such values are
nominal, and the Company believes that in typical circumstances its liability
would be so limited in the event of loss or damage to stored items for which the
Company may be held liable. However, some of the Company's agreements with large
volume accounts and some of the contracts assumed in the Company's acquisitions
contain no such limits or contain higher limits or supplemental insurance
arrangements. See "Item 3. Legal Proceedings" for a description of claims by
particular customers seeking to rescind their contracts, including limitations
on liability, as a result of the fires experienced at Iron Mountain's South
Brunswick Township, New Jersey facilities in 1997.

                                       10
<PAGE>
ENVIRONMENTAL MATTERS

    Some of the Company's currently and formerly owned or operated properties
were previously used for industrial or other purposes that involved the use or
storage of hazardous substances or petroleum products or may have involved the
generation of hazardous wastes. In some instances these properties included the
operation of underground storage tanks or the presence of asbestos-containing
materials. Although the Company has from time to time conducted limited
environmental investigations and remedial activities at some of its former and
current facilities, it has not undertaken an in-depth environmental review of
all of its properties. Under various federal, state and local environmental
laws, the Company may be potentially liable for environmental compliance and
remediation costs to address contamination, if any, located at these properties
as well as damages arising from such contamination. Environmental conditions for
which the Company might be liable may also exist at properties that it may
acquire in the future. In addition, future regulatory action and environmental
laws may impose costs for environmental compliance that do not exist today.

    The Company currently transfers a portion of its risk of financial loss due
to environmental matters by purchasing a pollution liability insurance policy,
which covers all owned and leased locations. Coverage is provided for both
liability and remediation exposures.

ITEM 2. PROPERTIES.

    As of December 31, 2000, Iron Mountain conducted operations through 504
leased and 131 owned facilities containing a total of 39.4 million square feet
of space. The leased facilities typically have initial lease terms of ten years
with options to renew for an additional five to ten years. In addition, many of
the leases contain either a purchase option or a right of first refusal upon the
sale of the property. The Company's facilities are located throughout North
America, Europe and Latin America, with the largest number of facilities in
California, Florida, Illinois, New Jersey, Texas, Canada and the United Kingdom.
The Company believes that the space available in its facilities is adequate to
meet its current needs. See Note 13 of Notes to Consolidated Financial
Statements for information regarding the Company's minimum annual rental
commitments.

ITEM 3. LEGAL PROCEEDINGS.

    In March 1997, the Company experienced three fires, all of which authorities
have determined were caused by arson. The fires resulted in damage to one and
destruction of Iron Mountain's other RIMS facility in South Brunswick Township,
New Jersey.

    Certain of the Company's customers or their insurance carriers have asserted
claims as a consequence of the destruction of, or damage to, their records as a
result of the fires, including claims with specific requests for compensation
and allegations of negligence or other culpability on the part of Iron Mountain.
The Company and its insurers have denied any liability on the part of Iron
Mountain as to all of these claims.

    The Company is presently aware of five pending lawsuits that have been filed
against Iron Mountain by certain of its customers and/or their insurers, and of
two lawsuits filed by the insurers of abutters of the South Brunswick facility,
and of one lawsuit filed by a fire official who claims that he was injured in
the course of fighting the first fire. Six of these seven lawsuits have been
consolidated for pre-trial purposes in the Middlesex County, New Jersey,
Superior Court. The seventh lawsuit, brought by a single customer, is pending in
the Supreme Court for New York County, New York. An eighth lawsuit, also brought
by a single customer, was tried before a federal judge in New Jersey in
February 2000. After trial, judgment was entered in favor of Iron Mountain; no
appeal was filed in this matter.

                                       11
<PAGE>
    Iron Mountain has denied liability and asserted affirmative defenses in all
of the remaining cases arising out of the fires and, in certain of the cases,
has asserted counterclaims for indemnification against the plaintiffs. Discovery
is ongoing. The Company denies any liability as a result of the destruction of,
or damage to, customer records or property of abutters as a result of the fires,
which were beyond its control. It also denies any liability for the injuries
allegedly sustained by the fire official. The Company intends to vigorously
defend itself against these and any other lawsuits that may arise.

    The Company was paid by its general liability and property insurance carrier
for costs incurred as a result of business interruption and property damage due
to the fires. However, Iron Mountain's errors and omissions carrier made an
initial determination denying coverage as to these claims. In November 1998,
Iron Mountain filed an action in the United States District Court for the
District of Massachusetts seeking a declaration of coverage and other relief.
The parties, together with the general liability and property carrier, have
entered into a settlement agreement regarding reimbursement of defense costs and
continue to be in ongoing discussions regarding all remaining coverage issues.

    The outcome of these proceedings cannot be predicted. Based on its present
assessment of the situation, after consultation with legal counsel, management
does not believe that the outcome of these proceedings will have a material
adverse effect on the Company's financial condition or results of operations,
although there can be no assurance in this regard.

    In addition to the matters discussed above, the Company is involved in
litigation from time to time in the ordinary course of business. In the opinion
of management, no other material legal proceedings are pending to which the
Company, or any of its properties, is subject.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

    There were no matters submitted to a vote of security holders of Iron
Mountain during the fourth quarter of the fiscal year ended December 31, 2000.

                                       12
<PAGE>
                                    PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
  MATTERS.

    The Common Stock of the Company is traded on the New York Stock Exchange
("NYSE") under the symbol "IRM." Prior to the merger, the common stock of each
of Pierce Leahy and the Company were listed on the NYSE under the symbols "PLH"
and "IRM," respectively. Pierce Leahy first issued its common stock to the
public in July 1997, while Iron Mountain first issued its common stock to the
public in February 1996. Prior to April 26, 1999, the Common Stock of Iron
Mountain was traded on the Nasdaq National Market ("Nasdaq") under the symbol
"IMTN."

    The following table sets forth the high and low sale prices for Pierce Leahy
and Iron Mountain common stock on the NYSE and the Nasdaq, for the years 1999
and 2000:

<TABLE>
<CAPTION>
                                                                  SALE PRICES
                                                              -------------------
                                                                HIGH       LOW
                                                              --------   --------
<S>                                                           <C>        <C>
1999--Pierce Leahy(1)
  First Quarter.............................................   $24.55     $21.82
  Second Quarter............................................    24.32      20.57
  Third Quarter.............................................    23.64      18.24
  Fourth Quarter............................................    39.32      21.31

1999--Iron Mountain
  First Quarter.............................................   $36.25     $27.38
  Second Quarter............................................    33.13      25.38
  Third Quarter.............................................    34.38      27.88
  Fourth Quarter............................................    39.50      25.13

2000--Iron Mountain
  First Quarter(2)..........................................   $34.88     $27.75
  Second Quarter............................................    36.81      29.63
  Third Quarter.............................................    37.00      31.00
  Fourth Quarter............................................    37.50      29.50
</TABLE>

------------------------

(1) The high and low sale prices on the NYSE for Pierce Leahy's common stock for
    1999 have been adjusted to give effect to a one-for-ten stock split effected
    in the form of a dividend declared and paid by Pierce Leahy in
    January 2000.

(2) The high and low sale prices on the NYSE for the Iron Mountain Incorporated
    common stock for the first quarter of 2000 include only the months of
    February and March as the merger incurred on February 1, 2000.

    The closing price of the Company's Common Stock on the NYSE on March 1, 2001
was $39.57. As of March 1, 2001, there were 682 holders of record of the
Company's Common Stock. The Company believes that there are more than 6,900
beneficial owners of the Company's Common Stock.

    The Company's Board of Directors (the "Company Board") currently intends to
retain future earnings, if any, for the development of the Company's businesses
and does not anticipate paying cash dividends on the Company's Common Stock in
the foreseeable future. Future determinations by the Company Board to pay
dividends on the Common Stock would be based primarily upon the financial
condition, results of operations and business requirements of the Company.
Dividends, if any, would be payable at the sole discretion of the Company Board
out of the funds legally available for that purpose. Some of the Company's
agreements pursuant to which the Company has borrowed funds contain provisions
that limit the amount of dividends and stock repurchases that the Company may
make.

                                       13
<PAGE>
    Pierce Leahy and Iron Mountain have not paid dividends on their shares of
common stock, other than stock dividends, during the last two years.

ITEM 6. SELECTED CONSOLIDATED FINANCIAL AND OPERATING INFORMATION.

    The following selected consolidated statements of operations and balance
sheet data of the Company have been derived from the Company's audited
consolidated financial statements. The selected consolidated financial and
operating information set forth below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and Iron Mountain's Consolidated Financial Statements and the Notes
thereto included elsewhere in this filing.

<TABLE>
<CAPTION>
                                                                            YEAR ENDED DECEMBER 31,
                                                              ----------------------------------------------------
                                                                1996       1997       1998       1999       2000
                                                              --------   --------   --------   --------   --------
                                                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                           <C>        <C>        <C>        <C>        <C>
CONSOLIDATED STATEMENTS OF OPERATIONS DATA:
Revenues:
  Storage...................................................  $ 85,826   $125,968   $230,702   $317,387   $585,664
  Service and Storage Material Sales........................    52,892     82,797    153,259    202,162    400,707
                                                              --------   --------   --------   --------   --------
    Total Revenues..........................................   138,718    208,765    383,961    519,549    986,371
Operating Expenses:
  Cost of Sales (excluding depreciation)....................    70,747    106,879    192,113    260,930    482,771
  Selling, General and Administrative.......................    34,342     51,668     95,867    128,948    246,559
  Depreciation and Amortization.............................    16,936     27,107     48,301     65,422    126,810
  Stock Option Compensation Expense.........................        --         --         --         --     15,110
  Merger-Related Expenses...................................        --         --         --         --      9,133
                                                              --------   --------   --------   --------   --------
    Total Operating Expenses................................   122,025    185,654    336,281    455,300    880,383
Operating Income............................................    16,693     23,111     47,680     64,249    105,988
Interest Expense, Net.......................................    14,901     27,712     45,673     54,425    117,975
Other Income (Expense), Net.................................        --         --      1,384         17     (6,045)
                                                              --------   --------   --------   --------   --------
Income (Loss) from Continuing Operations Before Provision
  (Benefit) for Income Taxes and Minority Interest..........     1,792     (4,601)     3,391      9,841    (18,032)
Provision (Benefit) for Income Taxes........................     1,435        (80)     6,558     10,579      9,125
Minority Interest in Earnings (Losses) of Subsidiaries......        --         --         --        322     (2,224)
                                                              --------   --------   --------   --------   --------
Income (Loss) from Continuing Operations before
  Extraordinary
  Item......................................................       357     (4,521)    (3,167)    (1,060)   (24,933)
Income from Discontinued Operations.........................        --         --        201        241         --
Loss on Sale of Discontinued Operations.....................        --         --         --    (13,400)        --
Extraordinary Charge (net of tax benefit)...................    (2,126)        --         --         --     (2,892)
                                                              --------   --------   --------   --------   --------
Loss Before Warrant Accretion...............................    (1,769)    (4,521)    (2,966)   (14,219)   (27,825)
Accretion of Redeemable Put Warrant.........................       280         --         --         --         --
                                                              --------   --------   --------   --------   --------
Net Loss Applicable to Common Shareholders..................  $ (2,049)  $ (4,521)  $ (2,966)  $(14,219)  $(27,825)
                                                              ========   ========   ========   ========   ========
Net Loss per Common Share--Basic and Diluted:
  Income (Loss) from Continuing Operations..................  $   0.00   $  (0.26)  $  (0.12)  $  (0.03)  $  (0.47)
  Income from Discontinued Operations.......................        --         --       0.01       0.01         --
  Loss on Sale of Discontinued Operations...................        --         --         --      (0.41)        --
                                                              --------   --------   --------   --------   --------
Income (Loss) Before Extraordinary Charge...................      0.00      (0.26)     (0.11)     (0.43)     (0.47)
  Extraordinary Charge (net of tax benefit).................     (0.15)        --         --         --      (0.05)
                                                              --------   --------   --------   --------   --------
Net Loss Applicable to Common Shareholders..................  $  (0.15)  $  (0.26)  $  (0.11)  $  (0.43)  $  (0.52)
                                                              ========   ========   ========   ========   ========
Weighted Average Common Shares Outstanding--Basic
  and Diluted...............................................    13,911     17,172     27,470     33,345     53,125
                                                              ========   ========   ========   ========   ========
Pro Forma(1):
  Net Loss Applicable to Common Shareholders................  $  (0.13)
                                                              ========
  Weighted Average Common Shares Outstanding................    15,206
                                                              ========
</TABLE>

(FOOTNOTES ON FOLLOWING PAGE)

                                       14
<PAGE>

<TABLE>
<CAPTION>
                                                         YEAR ENDED DECEMBER 31,
                                         --------------------------------------------------------
                                           1996       1997       1998        1999         2000
                                         --------   --------   --------   ----------   ----------
                                                              (IN THOUSANDS)
<S>                                      <C>        <C>        <C>        <C>          <C>
OTHER DATA:
EBITDA from Continuing Operations(2)...  $ 33,629   $ 50,218   $ 95,981   $  129,671   $  257,041
EBITDA from Continuing Operations as a
  Percentage of Total Revenues.........      24.2%      24.1%      25.0%        25.0%        26.1%
</TABLE>

<TABLE>
<CAPTION>
                                                            AS OF DECEMBER 31,
                                         --------------------------------------------------------
                                           1996       1997       1998        1999         2000
                                         --------   --------   --------   ----------   ----------
                                                              (IN THOUSANDS)
<S>                                      <C>        <C>        <C>        <C>          <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and Cash Equivalents..............  $  3,453   $ 24,510   $  1,715   $    3,830   $    6,200
Total Assets...........................   281,799    636,786    967,385    1,317,212    2,659,096
Total Debt.............................   184,733    428,018    456,178      612,947    1,355,131
Shareholders' Equity...................    52,384    137,733    338,882      488,754      924,458
</TABLE>

------------------------

(1) Represents pro forma earnings per share as if the preferred stock that was
    converted into the Company Common Stock in connection with the Company's
    initial public offering had been converted as of January 1, 1996.

(2) Based on the Company's experience in the RIMS industry, management believes
    that EBITDA (which we define as earnings before interest, taxes,
    depreciation, amortization, extraordinary items, other income,
    merger-related expenses and stock option compensation expense) is an
    important tool for measuring the performance of RIMS companies (including
    potential acquisition targets) in several areas, such as liquidity,
    operating performance and leverage. In addition, lenders use EBITDA-based
    calculations as a criterion in evaluating RIMS companies, and substantially
    all of the Company's financing agreements contain covenants in which
    EBITDA-based calculations are used as a measure of financial performance.
    However, EBITDA should not be considered an alternative to operating or net
    income (as determined in accordance with generally accepted accounting
    principles ("GAAP")) as an indicator of the Company's performance or to cash
    flow from operations (as determined in accordance with GAAP) as a measure of
    liquidity. See "Management's Discussion and Analysis of Financial Condition
    and Results of Operation" and "Liquidity and Capital Resources" for
    discussions of other measures of performance determined in accordance with
    GAAP and the Company's sources and applications of cash flow.

                                       15
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS.

    THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH "ITEM 6.
SELECTED CONSOLIDATED FINANCIAL AND OPERATING INFORMATION" AND THE CONSOLIDATED
FINANCIAL STATEMENTS AND NOTES THERETO AND THE OTHER FINANCIAL AND OPERATING
INFORMATION INCLUDED ELSEWHERE IN THIS FILING.

    This discussion contains "forward-looking statements" as that term is
defined in the federal securities laws. Such forward-looking statements concern
the operations, economic performance and financial condition of Iron Mountain.
The forward-looking statements are subject to various known and unknown risks,
uncertainties and other factors.

    Although we believe that our forward-looking statements are based on
reasonable assumptions, our expected results may not be achieved, and actual
results may differ materially from our expectations. Important factors that
could cause actual results to differ from expectations include, among others,
the following:

    - difficulties related to the integration of acquisitions generally and,
      more specifically, the integration of our operations and those of Pierce
      Leahy;

    - unanticipated costs as a result of our acquisition of Pierce Leahy;

    - the uncertainties related to international expansion;

    - the uncertainties related to expansion into digital businesses, including
      the timing of introduction and market acceptance of the Company's products
      and services;

    - rapid and significant changes in technology;

    - the cost and availability of appropriate storage facilities;

    - changes in customer preferences and demand for our services;

    - our significant indebtedness and the cost and availability of financing
      for contemplated growth; and

    - other general economic and business conditions.

OVERVIEW

    The Company's primary financial objective has been to increase consolidated
EBITDA, which is a source of funds for investment in continued growth and to
service indebtedness. The Company has benefited from growth in consolidated
EBITDA from continuing operations, which has increased from $96.0 million for
1998 to $257.0 million for 2000 (a compound annual growth rate of 63.6%).
However, the pursuit of this objective has negatively affected other measures of
the Company's financial performance, such as consolidated net income.

    For the years ended December 31, 1998 through 2000, the Company experienced
consolidated net losses. The Company attributes such losses in part to
significant charges associated with the pursuit of its growth strategy, namely:

    - increases in depreciation expense associated with expansion of storage
      capacity;

    - increases in goodwill amortization associated with acquisitions accounted
      for under the purchase method;

    - increases in interest expense associated with the borrowings used to fund
      acquisitions; and

    - in 2000, charges for stock option compensation expense and merger-related
      expenses associated with the integration of the operations of Iron
      Mountain and Pierce Leahy.

                                       16
<PAGE>
    On February 1, 2000, the Company completed its acquisition of Pierce Leahy
in a stock-for-stock merger valued at $1.0 billion. The acquisition was
structured as a reverse merger with Pierce Leahy being the surviving legal
entity and immediately changing its name to Iron Mountain Incorporated. Based on
the number of shares of Iron Mountain and Pierce Leahy common stock outstanding
immediately prior to the completion of the merger, immediately after the merger
former stockholders of Iron Mountain owned approximately 65% of the Company's
Common Stock. Because of this share ownership, Iron Mountain is considered the
acquiring entity for accounting purposes. The total consideration for this
transaction was comprised of: (i) 18.8 million shares of the Company's Common
Stock with a fair value of $421.2 million; (ii) 1.6 million options to acquire
the Company's Common Stock with a fair value of $25.3 million; (iii) assumed
debt with a fair value of $584.9 million; and (iv) $4.3 million of capitalized
transaction costs. Consolidated revenues of Pierce Leahy were $342.3 million for
the year ended December 31, 1999.

    The Company's revenues consist of storage revenues as well as service and
storage material sales revenues. Storage revenues consist of periodic charges
related to the storage of materials (either on a per unit or per cubic foot of
records basis) and have accounted for approximately 60% of total revenues in
each of the last five years. In certain circumstances, based upon customer
requirements, storage revenues include periodic charges associated with normal,
recurring service activities. Service and storage material sales revenues are
comprised of charges for related service activities, the sale of storage
materials and courier operations. Courier operations consist primarily of the
pickup and delivery of records upon customer request. Related service revenues
arise from additions of new records, temporary removal of records from storage,
refiling of removed records, destructions of records, permanent withdrawals from
storage and sales of specially designed storage containers, magnetic media
including computer tapes and related supplies. Customers are generally billed on
a monthly basis on contractually agreed-upon terms.

    Cost of sales (excluding depreciation) consists primarily of wages and
benefits for field personnel, facility occupancy costs, vehicle and other
equipment costs and supplies. Of these, wages and benefits and facility
occupancy costs are the most significant.

    Selling, general and administrative expenses consist primarily of wages and
benefits for management, administrative, sales and marketing personnel, as well
as expenses related to travel, communications, data processing expenses,
professional fees, bad debts, training, office equipment and supplies.

    The Company's depreciation and amortization charges result primarily from
the capital-intensive nature of its business and the acquisitions that the
Company has completed. The principal components of depreciation relate to
racking systems and related equipment, new buildings and leasehold improvements,
equipment for new facilities and computer system hardware and software.
Amortization relates primarily to goodwill arising from acquisitions and
customer acquisition costs. The Company has accounted for all of its
acquisitions under the purchase method. Since the purchase price for RIMS
companies is usually substantially in excess of the fair value of their net
assets, these purchases have given rise to significant goodwill and,
accordingly, significant levels of amortization. Although amortization is a
non-cash charge, it does decrease reported consolidated net income. Because
certain of the Company's acquisitions have given rise to nondeductible goodwill,
the Company's effective tax rate is higher than the statutory rate.

    EBITDA is an important financial performance measure in the RIMS industry,
both for determining the value of companies within the industry and for defining
standards for borrowing from institutional lenders. The Company's EBITDA margins
from continuing operations were 25.0% for 1998, 25.0% for 1999 and 26.1% for
2000. The Company acquired 15 RIMS businesses in 1998, 17 in 1999 and 12 in
2000. With the exception of the Pierce Leahy merger in 2000, most acquisitions
had lower EBITDA margins than the rest of the Company's business. The Company
generally does not

                                       17
<PAGE>
realize anticipated synergies relating to acquisitions immediately. The Company
was able to increase its recent EBITDA margins through improved overall
operating efficiencies, economies of scale and the realization of synergies in
connection with earlier acquisitions, as well as the addition of the higher-
margin Pierce Leahy business in 2000. This increase was partially offset by
additional labor expense due to wage and incentive compensation equalization as
a result of the Pierce Leahy integration.

RESULTS OF OPERATIONS

    The following table sets forth, for the periods indicated, information
derived from the Company's consolidated statements of operations, expressed as a
percentage of total consolidated revenues.

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31,
                                                              ------------------------------
                                                                1998       1999       2000
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
Revenues:
  Storage...................................................     60.1 %     61.1 %     59.4 %
  Service and Storage Material Sales........................     39.9       38.9       40.6
                                                              -------    -------    -------
    Total Revenues..........................................    100.0      100.0      100.0
Operating Expenses:
  Cost of Sales (Excluding Depreciation)....................     50.0       50.2       48.9
  Selling, General and Administrative.......................     25.0       24.8       25.0
  Depreciation and Amortization.............................     12.6       12.6       12.9
  Stock Option Compensation Expense.........................       --         --        1.6
  Merger-Related Expenses...................................       --         --        0.9
                                                              -------    -------    -------
    Total Operating Expenses................................     87.6       87.6       89.3
Operating Income............................................     12.4       12.4       10.7
Interest Expense............................................     11.9       10.5       12.0
Other Income, Net...........................................      0.4        0.0       (0.5)
                                                              -------    -------    -------
Income (Loss) from Continuing Operations Before Provision
  for Income Taxes and Minority Interest....................      0.9        1.9       (1.8)
Provision for Income Taxes..................................      1.7        2.0        0.9
Minority Interest in (Losses) Earnings of Subsidiaries......       --        0.1       (0.2)
                                                              -------    -------    -------
Loss from Continuing Operations before Extraordinary Item...     (0.8)      (0.2)      (2.5)
Income from Discontinued Operations.........................      0.1        0.1         --
Loss on Sale of Discontinued Operations.....................       --       (2.6)        --
Extraordinary Charge from Early Extinguishment of Debt (net
  of Tax Benefit)...........................................       --         --       (0.3)
                                                              -------    -------    -------
Net Loss....................................................     (0.7)%     (2.7)%     (2.8)%
                                                              =======    =======    =======
EBITDA from Continuing Operations...........................     25.0%      25.0%      26.1%
                                                              =======    =======    =======
</TABLE>

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

    Consolidated storage revenues increased $268.3 million, or 84.5%, to
$585.7 million for the year ended December 31, 2000 from $317.4 million for the
year ended December 31,1999. Consolidated storage revenues increased primarily
due to acquisitions, particularly the Pierce Leahy acquisition. Pierce Leahy's
1999 storage revenues were $190.1 million. Internal storage revenue growth,
calculated as if Pierce Leahy had merged with Iron Mountain on January 1, 1999,
was 11.7%. The internal storage revenue growth resulted primarily from net
increases in records and other media stored by existing customers and from sales
to new customers.

                                       18
<PAGE>
    Consolidated service and storage material sales revenues increased
$198.5 million, or 98.2%, to $400.7 million for the year ended December 31,
2000, from $202.2 million for the year ended December 31, 1999. Consolidated
service and storage material sales revenues increased primarily due to
acquisitions, particularly the Pierce Leahy acquisition. Pierce Leahy's 1999
service and storage material sales revenues were $152.2 million. Internal
service and storage material sales revenue growth, calculated as if Pierce Leahy
had merged with Iron Mountain on January 1, 1999, was 13.3%. The internal
revenue growth resulted from increases in service and storage material sales to
existing customers and the addition of new customer accounts.

    For the reasons discussed above, total consolidated revenues increased
$466.9 million, or 89.9%, to $986.4 million for the year ended December 31, 2000
from $519.5 million for the year ended December 31, 1999. Total internal revenue
growth, calculated as if Pierce Leahy had merged with Iron Mountain on
January 1, 1999, was 12.3%.

    Consolidated cost of sales (excluding depreciation) increased
$221.9 million, or 85.0%, to $482.8 million (48.9% of consolidated revenues) for
the year ended December 31, 2000 from $260.9 million (50.2% of consolidated
revenues) for the year ended December 31, 1999. The dollar increase was
primarily attributable to the acquisition of Pierce Leahy. The decrease as a
percentage of revenues was primarily attributable to operating efficiencies,
particularly related to labor and transportation, gained as a result of an
increase in scale, offset by the increased facilities costs of Pierce Leahy,
which are typical of a more paper storage-intensive business. The Company's
business records and international segments are substantially paper-based.
Revenues for these segments have increased from 73% to 80% of total revenues
from 1999 to 2000.

    Consolidated selling, general and administrative expenses increased
$117.7 million, or 91.2%, to $246.6 million (25.0% of consolidated revenues) for
the year ended December 31, 2000 from $128.9 million (24.8% of consolidated
revenues) for the year ended December 31, 1999. The dollar increase was
primarily attributable to the Pierce Leahy acquisition. The increase as a
percentage of revenues was primarily attributable to increased spending on
information technology related to: (i) the conversion of new systems for the
Company's data security business; (ii) increased staffing in preparation for
systems conversions related to the integration of Pierce Leahy with the Company;
and (iii) the Company's efforts to explore complementary digital service
offerings. These increases were partially offset by general management overhead
efficiencies driven by an increase in scale.

    As a result of the foregoing factors, consolidated EBITDA increased
$127.3 million, or 98.2%, to $257.0 million (26.1% of consolidated revenues) for
the year ended December 31, 2000 from $129.7 million (25.0% of consolidated
revenues) for the year ended December 31, 1999.

    EBITDA from the Company's international segment increased $13.3 million, or
180.7%, to $20.6 million (17.7% of international revenues) for the year ended
December 31, 2000 from $7.3 million (23.2% of international revenues) for the
year ended December 31, 1999. The Company acquired several foreign businesses in
late 1999 and 2000, some of which had lower EBITDA margins than the rest of the
Company's international segment. The Company generally does not recognize
anticipated synergies relating to acquisitions immediately.

    Consolidated depreciation and amortization expense increased $61.4 million,
or 93.8%, to $126.8 million (12.9% of consolidated revenues) for the year ended
December 31, 2000 from $65.4 million (12.6% of consolidated revenues) for the
year ended December 31, 1999. The dollar increase was primarily attributable to
the additional depreciation and amortization expense related to the 1999 and
2000 acquisitions, particularly the Pierce Leahy acquisition, and capital
expenditures including racking systems, information systems and expansion of
storage capacity in existing facilities.

    Stock option compensation expense represents a non-cash charge resulting
from the acceleration of vesting and extension of exercise periods for
previously granted stock options as a part of separation

                                       19
<PAGE>
agreements with certain executives relating to the Pierce Leahy merger. Stock
option compensation expense was $15.1 million (1.6% of consolidated revenues)
for the year ended December 31, 2000.

    Merger-related expenses are certain expenses directly related to the
Company's merger with Pierce Leahy that cannot be capitalized and include
severance, relocation and pay-to-stay payments, costs of exiting certain
facilities, system conversion costs and other transaction-related costs.
Merger-related expenses were $9.1 million (0.9% of consolidated revenues) for
the year ended December 31, 2000.

    As a result of the foregoing factors, consolidated operating income
increased $41.8 million, or 65.0%, to $106.0 million (10.7% of consolidated
revenues) for the year ended December 31, 2000 from $64.2 million (12.4% of
consolidated revenues) for the year ended December 31, 1999.

    Consolidated interest expense increased $63.6 million, or 116.8%, to
$118.0 million for the year ended December 31, 2000 from $54.4 million for the
year ended December 31, 1999. The increase was primarily attributable to
increased indebtedness related to: (i) the debt assumed as a result of the
Pierce Leahy acquisition; (ii) the financing of acquisitions and capital
expenditures; (iii) the increase in the Company's effective interest rate from
the same period in 1999; and (iv)the debt refinancing of the Company on
August 14, 2000, resulting in additional principal outstanding and additional
commitment fees, which were only partially offset by interest earned on excess
cash.

    Consolidated other income (expense) was an expense of $6.0 million for the
year ended December 31, 2000 compared to income of $0.0 million for the year
ended December 31, 1999. The increase in expense was primarily due to a
weakening of the Canadian dollar against the U.S. dollar, as it relates to Iron
Mountain Canada Corporation's 8 1/8% Senior Subordinated Notes due 2008, and a
weakening of the British pound sterling against the U.S. dollar on intercompany
balances with the Company's European subsidiaries.

    As a result of the foregoing factors, consolidated income (loss) from
continuing operations before provision for income taxes and minority interests
decreased $27.8 million to a loss of $18.0 million (1.8% of consolidated
revenues) for the year ended December 31, 2000 from income of $9.8 million (1.9%
of consolidated revenues) for the year ended December 31, 1999. The provision
for income taxes was $9.1 million for the year ended December 31, 2000 compared
to $10.6 million for the year ended December 31, 1999. The Company's effective
tax rate is higher than statutory rates primarily due to the amortization of the
nondeductible portion of goodwill associated with certain acquisitions (the tax
laws generally permit deduction of such expenses for asset purchases, but not
for acquisitions of stock). For the year ended December 31, 2000, the Company
recorded approximately $35 million in nondeductible goodwill amortization
expense.

    Consolidated loss from continuing operations increased $23.8 million to
$24.9 million (2.5% of consolidated revenues) for the year ended December 31,
2000 from $1.1 million (0.2% of consolidated revenues) for the year ended
December 31, 1999.

    In addition, in August 2000, the Company recorded an extraordinary charge of
$2.9 million (net of tax benefit of $1.9 million) related to the early
extinguishment of debt in conjunction with the refinancing of the Company's
senior credit facility. The charge primarily represented the write-off of
unamortized deferred financing costs associated with the extinguished debt.

    As a result of the foregoing factors, consolidated net loss increased
$13.6 million, or 95.7%, to $27.8 million (2.8% of consolidated revenues) for
the year ended December 31, 2000 from $14.2 million (2.7% of consolidated
revenues) for the year ended December 31, 1999.

YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998

    Consolidated storage revenues increased $86.7 million, or 37.6%, to
$317.4 million for the year ended December 31, 1999 from $230.7 million for the
year ended December 31, 1998, primarily due to

                                       20
<PAGE>
the completion of 32 acquisitions during 1999 and 1998. Consolidated internal
revenue growth was 10.9% and resulted primarily from net increases in records
and other media stored by existing customers and from sales to new customers.

    Consolidated service and storage material sales revenues increased
$48.9 million, or 31.9%, to $202.2 million for the year ended December 31, 1999
from $153.3 million for the year ended December 31, 1998, primarily due to
acquisitions. Internal revenue growth was 16.7% and resulted from increases in
service and storage material sales to existing customers and the addition of new
customer accounts.

    For the reasons discussed above, total consolidated revenues increased
$135.6 million, or 35.3%, to $519.5 million for the year ended December 31, 1999
from $384.0 million for the year ended December 31, 1998. Total internal revenue
growth was 13.2%.

    Consolidated cost of sales (excluding depreciation) increased
$68.8 million, or 35.8%, to $260.9 million (50.2% of consolidated revenues) for
the year ended December 31, 1999 from $192.1 million (50.0% of consolidated
revenues) for the year ended December 31, 1998. The dollar increase was
primarily attributable to the additional facility and personnel costs needed to
service the increase in records and other media stored.

    Consolidated selling, general and administrative expenses increased
$33.1 million, or 34.5%, to $128.9 million (24.8% of consolidated revenues) for
the year ended December 31, 1999 from $95.9 million (25.0% of consolidated
revenues) for the year ended December 31, 1998. The dollar increase is primarily
attributable to:

    - the adoption, effective January 1, 1999, of SOP 98-1, which requires
      certain computer software costs associated with internal use software
      (primarily data conversion costs) that were previously capitalizable to be
      expensed as incurred ($3.3 million in 1999);

    - the addition of personnel and other overhead costs related primarily to
      the acquisitions of First American Records Management, Inc. and Data
      Base, Inc.;

    - increased investment in sales and marketing to drive internal growth; and

    - increased personnel, office and overhead costs to support growth.

    Consolidated depreciation and amortization expense increased $17.1 million,
or 35.4%, to $65.4 million (12.6% of consolidated revenues) for the year ended
December 31, 1999 from $48.3 million (12.6% of consolidated revenues) for the
year ended December 31, 1998. The dollar increase is primarily attributable to
the additional depreciation and amortization expense related to acquisitions and
capital expenditures, including racking systems, information systems and
expansion of storage capacity in existing facilities.

    As a result of the foregoing factors, consolidated operating income
increased $16.6 million, or 34.8%, to $64.2 million (12.4% of consolidated
revenues) for the year ended December 31, 1999 from $47.7 million (12.4% of
consolidated revenues) for the year ended December 31, 1998.

    Consolidated interest expense increased $8.8 million, or 19.2%, to
$54.4 million for the year ended December 31, 1999 from $45.7 million for the
year ended December 31, 1998. The increase was primarily attributable to
increased indebtedness related to the financing of acquisitions and capital
expenditures. Such increase was partially offset by lower effective interest
rates for the year ended December 31, 1999 compared to the same period in 1998.

    As a result of the foregoing factors, consolidated income from continuing
operations before the provision for income taxes and minority interest expense
increased $6.5 million to income of $9.8 million (1.9% of consolidated revenues)
for the year ended December 31, 1999 from income of $3.4 million (0.9% of
consolidated revenues) for the year ended December 31, 1998. The provision for

                                       21
<PAGE>
income taxes was $10.6 million for the year ended December 31, 1999 compared to
$6.6 million for the year ended December 31, 1998. The Company's effective tax
rate is higher than statutory rates primarily due to the amortization of the
nondeductible portion of goodwill associated with particular acquisitions (the
tax laws generally permit deduction of goodwill amortization for asset
purchases, but not for acquisitions of stock). For the year ended December 31,
1999, the Company recorded approximately $15 million in nondeductible goodwill
amortization expense.

    Consolidated net loss increased $11.3 million to a net loss of
$14.2 million (2.7% of consolidated revenues) for the year ended December 31,
1999 from a consolidated net loss of $3.0 million (0.7% of consolidated
revenues) for the year ended December 31, 1998. The increase in net loss is
primarily due to the loss on sale of discontinued operations of $13.4 million.

    As a result of the foregoing factors, consolidated EBITDA from continuing
operations increased $33.7 million, or 35.1%, to $129.7 million (25.0% of
consolidated revenues) for the year ended December 31, 1999 from $96.0 million
(25.0% of consolidated revenues) for the year ended December 31, 1998.

RECENT CONSOLIDATED QUARTERLY FINANCIAL DATA

    The following table sets forth, for the quarterly periods indicated,
information derived from the Company's consolidated statements of operations.
The unaudited quarterly information has been prepared on the same basis as the
annual financial information and, in management's opinion, includes all
adjustments (consisting of normal recurring accruals) necessary to present
fairly the information for the quarters presented. The operating results for any
quarter are not necessarily indicative of results for the year or for any future
period.

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED
                            -------------------------------------------------------------------------------------
                                              1999                                        2000
                            -----------------------------------------   -----------------------------------------
                            MAR. 31    JUNE 30    SEPT. 30   DEC. 31    MAR. 31    JUNE 30    SEPT. 30   DEC. 31
                            --------   --------   --------   --------   --------   --------   --------   --------
                                                               (IN THOUSANDS)
<S>                         <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Revenues:
  Storage.................  $67,722    $79,928    $82,339    $87,398    $124,939   $148,445   $152,959   $159,321
  Service and Storage
    Material Sales........   41,649     51,837     54,568     54,108      87,198    104,120    103,174    106,215
                            -------    -------    -------    -------    --------   --------   --------   --------
    Total Revenues........  109,371    131,765    136,907    141,506     212,137    252,565    256,133    265,536
Operating Expenses:
  Cost of Sales (Excluding
    Depreciation).........   54,435     66,167     69,226     71,102     104,458    121,973    125,079    131,261
  Selling, General and
    Administrative........   27,875     32,938     33,381     34,754      53,457     64,724     63,783     64,595
  Depreciation and
    Amortization..........   13,595     16,281     16,338     19,208      26,303     31,644     34,829     34,034
  Stock Option
    Compensation Expense..       --         --         --         --          --     14,939        171         --
  Merger-Related
    Expenses..............       --         --         --         --         516      3,875      1,262      3,480
                            -------    -------    -------    -------    --------   --------   --------   --------
    Total Operating
      Expenses............   95,905    115,386    118,945    125,064     184,734    237,155    225,124    233,370
                            -------    -------    -------    -------    --------   --------   --------   --------
Operating Income..........  $13,466    $16,379    $17,962    $16,442    $ 27,403   $ 15,410   $ 31,009   $ 32,166
                            =======    =======    =======    =======    ========   ========   ========   ========
EBITDA from Continuing
  Operations..............  $27,061    $32,660    $34,300    $35,650    $ 54,222   $ 65,868   $ 67,271   $ 69,680
                            =======    =======    =======    =======    ========   ========   ========   ========
</TABLE>

                                       22
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

RECENT FINANCINGS AND SOURCES OF FUNDS

    On August 14, 2000, the Company entered into an amended and restated
revolving credit agreement (the "Amended Credit Agreement"). The Amended Credit
Agreement replaces the Company's prior credit facility, increases the aggregate
principal amount available to $750.0 million and includes two tranches of term
debt in addition to the $400.0 million revolving credit facility. Tranches A and
B represent term loans to the Company in principal amounts of $150.0 million and
$200.0 million, respectively. The Tranche A term loan and the revolving credit
component of the Amended Credit Agreement mature on January 31, 2005, while the
Tranche B term loan matures on February 28, 2006. The interest rate on
borrowings under the Amended Credit Agreement varies depending on the Company's
choice of base rates, plus an applicable margin. As of December 31, 2000, the
interest rates in effect ranged from 8.72% to 11.25%. In December 2000, and
again in January 2001, the Company entered into interest rate swap contracts for
the interest payments on an aggregate principal amount of $195.5 million of the
Tranche B debt, thereby fixing the interest rate thereon at 8.43%. Restrictive
covenants under this agreement are similar to those under the Company's prior
credit facility. As of December 31, 2000, outstanding borrowings under the
Company's Tranche A and B term loans were $150.0 million and $199.8 million,
respectively and borrowings under the Company's revolving credit facility were
$4 million. These borrowings were used to fund, among other things, the purchase
price of recent acquisitions, general corporate expenses and merger costs.

    Net cash provided by financing activities was $172.4 million for the year
ended December 31, 2000, consisting primarily of the proceeds from borrowings
under the Company's revolving credit facility of $399.2 million and term loans
of $350.0 million, which were partially offset by repayments of debt of
$596.7 million.

    As of December 31, 2000, the annual maturities of Iron Mountain's
indebtedness for the years ending December 31, 2001, 2002, 2003, 2004 and 2005
were $40.8 million, $8.5 million, $9.6 million, $4.9 million and
$302.0 million, respectively. See Note 4 of Notes to Consolidated Financial
Statements. None of the Company's public debt is subject to scheduled mandatory
redemption before 2006.

    As of March 1, 2001, the Company had approximately $1.4 billion of total
debt, of which $1.2 billion, including the $195.5 million of debt subject to the
interest rate swap agreements, had fixed interest rates and $0.2 billion had
variable interest rates.

    Net cash provided by continuing operations was $157.6 million for the year
ended December 31, 2000 compared to $56.3 million for the same period in 1999.
The increase was primarily attributable to the increase in EBITDA. The increase
in the provision for doubtful accounts was primarily attributable to the
increase in revenue due to internal growth as well as the Pierce Leahy and other
acquisitions.

    At December 31, 2000, the Company had estimated net operating loss
carryforwards of approximately $128.0 million for federal income tax purposes.
As a result of such loss carryforwards, cash paid for income taxes has
historically been substantially lower than the provision for income taxes. The
preceding net operating loss carryforwards do not include potential
preacquisition net operating loss carryforwards of Arcus Group, Inc. and certain
other foreign acquisitions. Any tax benefit realized related to preacquisition
net operating loss carryforwards will be recorded as a reduction of goodwill
when, and if, realized. The Arcus Group carryforwards expire in eight years.

CAPITAL INVESTMENTS

    As the Company has sought to increase its EBITDA, it has made significant
capital investments, consisting primarily of: (i) acquisitions; (ii) the
purchase and construction of real estate; (iii) other capital expenditures; and
(iv) customer acquisition costs. These investments have been primarily funded
through cash flows from operations and borrowings under the Company's credit
agreements.

                                       23
<PAGE>
    Cash paid for acquisitions in 2000 was $140.9 million. In connection with
the acquisition of Pierce Leahy, the Company issued 18.8 million shares of its
Common Stock with a fair value of $421.2 million.

    During 2000, total capital expenditures were $168.7 million. A significant
portion of the Company's capital expenditures are related to growth and consist
primarily of racking systems, management information systems, new buildings and
expansion of storage capacity in existing facilities. Approximately 10% of the
capital expenditures were expended in order to maintain the Company's then
current revenue stream.

    The Company currently estimates that its capital expenditures (other than
capital expenditures related to future acquisitions, which cannot be presently
estimated, and the Company's digital services offerings, which are described
separately below) for 2001 will be approximately $175 to $200 million. The
Company expects to fund these expenditures with cash flows from operations and
borrowings under the Amended Credit Agreement.

    In addition, the Company incurred costs (net of revenues received for the
initial transfer of records) related to the acquisition of large volume
accounts. In 2000, the Company's additions to customer acquisition costs were
$12.8 million.

    The Company has begun to assess opportunities in the digital storage
business driven by e-commerce and facilitated by the Internet. Services
associated with this business would expand the Company's range of services into
the use of the Internet to facilitate the backup and storage of customer data.
In 2000, the Company entered into two strategic alliances to jointly develop,
market and sell new products and services for electronic data archiving
business. The Company estimates that expenses associated with the continuing
development and initial market testing phase of its digital service offerings
will be in the range of $3 million to $5 million. In addition, the Company
expects the capital expenditures associated with this phase, which is expected
to continue into the second half of 2001, to be in the range of $7 million to
$10 million. The Company intends to fund this effort with cash flows from
operations and borrowings under the Amended Credit Agreement.

ACQUISITIONS

    The Company's liquidity and capital resources may be significantly impacted
by the Company's acquisition strategy in the foreseeable future. The Company's
future interest expense may increase significantly as a result of the additional
indebtedness it may incur to finance possible future acquisitions. To the extent
that future acquisitions are financed by additional borrowings under the Amended
Credit Agreement or other credit facilities, or the future issuance of debt
securities, the resulting increase in debt and interest expense could have a
negative effect on such measures of liquidity as the ratio of debt to equity,
EBITDA to debt and EBITDA to interest expense.

    The Company has historically financed the cash portion of its acquisitions
with borrowings under its credit agreements in conjunction with cash flows
provided by operations and with the net proceeds of issuances of debt securities
and common stock.

    In connection with its acquisition program, the Company has undertaken
certain restructurings of the acquired businesses. Formalized restructuring
plans for acquisitions are completed within one year of the date of acquisition.
The restructuring activities include reductions in staffing levels, elimination
of duplicate facilities and other costs associated with exiting certain
activities of the acquired businesses. In connection with these restructuring
activities, the Company established reserves of $31.4 million in 2000 as part of
the purchase accounting for its acquisitions. During 2000, the Company expended
$7.5 million for restructuring costs. In addition, the Company made
$4.7 million of adjustments, which reduced goodwill, primarily as a result of
management's finalizing restructuring plans within one year of acquisition.
These expenditures consisted primarily of severance costs and costs related to
exiting facilities. At December 31, 2000, the Company had a total of
$28.5 million accrued for restructuring

                                       24
<PAGE>
costs for all of its then completed acquisitions. See Note 6 of Notes to
Consolidated Financial Statements.

    From January 1, 2001 through March 1, 2001, the Company and its European and
Latin American subsidiaries acquired six additional businesses for aggregate
consideration of approximately $41 million.

PIERCE LEAHY/ IRON MOUNTAIN INTEGRATION

    The Company is currently in the process of integrating the operations and
headquarters functions of Iron Mountain and Pierce Leahy on a "best practices"
basis. This process includes the planning, development and execution of an
integration plan. During 2000, the Company completed the integration of sales,
overhead and support functions, and began to combine field operations, with the
goal of full integration within three years after the merger. Management's
current estimate is that the merger-related expenses to integrate the two
companies, the majority of which have been and will be incurred in 2000 and
2001, will total approximately $15 million. These costs consist primarily of
severance and relocation payments to certain employees, transition bonuses,
consultants' fees, reimaging expenses and system conversion costs. The Company
recorded merger-related expenses of $9.1 million during 2000. As a result of the
integration effort, management expects that the Company will realize an
estimated $15 million in annual operating cost savings within three years after
the merger. These cost savings will result primarily from the elimination of
redundant corporate expenses, more efficient operations and utilization of real
estate. The Company intends to fund the integration effort with cash flows from
operations and borrowings under the Amended Credit Agreement.

FUTURE CAPITAL NEEDS

    The Company's primary financial objective continues to be to increase
consolidated EBITDA, which is a source of funds for investment in continued
growth and to service indebtedness. The Company's ability to generate sufficient
cash to fund its needs depends generally on the results of its operations and
the availability of financing. Management believes that cash flows from
operations in conjunction with borrowings from existing and possible future debt
financings will be sufficient to meet debt service requirements for the
foreseeable future and to make possible future acquisitions and capital
expenditures. However, there can be no assurance in this regard or that the
terms available for any future financing, if required, would be favorable to the
Company.

SEASONALITY

    Historically, the Company's businesses have not been subject to seasonality
in any material respect.

INFLATION

    Certain of the Company's expenses, such as wages and benefits, occupancy
costs and equipment repair and replacement, are subject to normal inflationary
pressures. Although the Company to date has been able to offset inflationary
cost increases through increased operating efficiencies and the negotiation of
favorable long-term real estate leases, the Company cannot assure that it will
be able to offset any future inflationary cost increases through similar
efficiencies, leases or increased storage or service charges.

FOREIGN CURRENCY EXCHANGE RATES

    The Company generally views its investment in foreign businesses with a
functional currency other than the Company's reporting currency as long-term.
These investments are sensitive to fluctuations in foreign currency exchange
rates. The functional currencies of the Company's foreign subsidiaries are
principally denominated in Canadian dollars, British pounds sterling and several
other European and Latin American currencies. The effect of a change in foreign
exchange rates on the Company's net

                                       25
<PAGE>
investment in foreign subsidiaries is reflected in the "Accumulated other
comprehensive items" component of shareholders' equity. A 10% depreciation in
year-end 2000 functional currencies, relative to the U.S. dollar, would result
in a $2.9 million reduction in the Company's shareholders' equity.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

    In December 2000, the Company entered into a derivative financial contract,
which is a variable-for-fixed swap of interest payments payable on the last two
principal payments of the Company's Tranche B term loan.

    Iron Mountain's investments in Iron Mountain Europe Limited, Iron Mountain
South America, Ltd. and other international investments may be subject to risks
and uncertainties relating to fluctuations in currency valuation. One of the
Company's Canadian subsidiaries, Iron Mountain Canada Corporation, has U.S.
dollar denominated debt. Gains and losses due to exchange rate fluctuations
related to this debt are recognized in the Company's consolidated statements of
operations.

    As of December 31, 2000, the Company had approximately $378 million of debt
outstanding with a weighted average variable interest rate of 9.05% and
approximately $977 million of fixed rate debt outstanding. If the weighted
average variable interest rate had increased by 1%, such increase would have had
a negative impact on the Company's net income for the year ended December 31,
2000 of approximately $3.0 million. See Note 4 of Notes to Consolidated
Financial Statements for a discussion of the Company's long-term indebtedness,
including the fair values of such indebtedness as of December 31, 2000.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

    See Item 14(a).

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
  FINANCIAL DISCLOSURE.

    None.

                                       26
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

    The Directors and executive officers of the Company are as follows (all
information is as of March 12, 2001):

<TABLE>
<CAPTION>
NAMES OF DIRECTORS AND EXECUTIVE OFFICERS     AGE                       POSITION
-----------------------------------------   --------   ------------------------------------------
<S>                                         <C>        <C>
C. Richard Reese(1).......................     55      Chairman of the Board of Directors, Chief
                                                         Executive Officer and President

John F. Kenny, Jr.........................     43      Executive Vice President, Chief Financial
                                                         Officer and Director

Harold E. Ebbighausen.....................     46      Executive Vice President of the Company
                                                       and President of Arcus Data Security, Inc.

Robert G. Miller..........................     44      President and Chief Operating Officer of
                                                       Iron Mountain Records Management, Inc.

Clarke H. Bailey(1)(3)....................     46      Director

Constantin R. Boden(2)(3).................     64      Director

Kent P. Dauten(2).........................     45      Director

Eugene B. Doggett.........................     64      Director

B. Thomas Golisano........................     59      Director

Arthur D. Little(2)(3)....................     57      Director

J. Peter Pierce...........................     55      Director

Howard D. Ross............................     49      Director

Vincent J. Ryan(1)(3).....................     65      Director
</TABLE>

------------------------

(1) Member of the Executive Committee; Mr. Ryan is the Chairman of the Executive
    Committee.

(2) Member of the Audit Committee; Mr. Boden is the Chairman of the Audit
    Committee.

(3) Member of the Compensation Committee; Mr. Little is the Chairman of the
    Compensation Committee.

    The Company Board currently consists of eleven Directors. There are three
classes of Directors who serve for three year terms and are elected on a
staggered basis, one class of Directors standing for election each year.
Directors of each class hold office until the third annual meeting of the
shareholders of the Company following their election or until their successors
are elected and qualified.

    The executive officers were elected by the Board of Directors on June 1,
2000 except for individual changes since that date. All executive officers hold
office at the discretion of the Company Board until the first meeting following
the next annual meeting of shareholders and until their successors are chosen
and qualified.

                                       27
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS

    C. RICHARD REESE is the Chairman of the Board, a position he has held since
November 1995, and the Chief Executive Officer of the Company, a position he has
held since 1981, and has been a Director of the Company since 1990. He is also
President of the Company, a position he has held since J. Peter Pierce's
resignation in June 2000 and previously held from 1981 until November 1985.
Mr. Reese is a member of the investment committee of Schooner Capital LLC
("Schooner"), a shareholder of the Company. Prior to joining Iron Mountain,
Mr. Reese lectured at Harvard Business School in "Entrepreneurship" and provided
consulting services to small- and medium-sized emerging enterprises. Mr. Reese
has also served as the President and a Director of Professional Records and
Information Services Management ("PRISM"), a trade group of approximately 530
members. He holds a Master of Business Administration degree from Harvard
Business School.

    JOHN F. KENNY, JR. is an Executive Vice President and the Chief Financial
Officer of the Company, positions he has held since May 1997. He has also served
as a Director of the Company since March 2000. Mr. Kenny joined Iron Mountain in
1991 and held a number of operating positions before assuming the position of
Vice President of Corporate Development in 1995. Prior to 1991, Mr. Kenny was a
Vice President of CS First Boston Merchant Bank, New York, with responsibility
for risk capital investments. Mr. Kenny has also served as a Director and the
Treasurer of PRISM. He holds a Master of Business Administration degree from
Harvard Business School.

    HAROLD E. EBBIGHAUSEN is an Executive Vice President of the Company and the
President of Arcus Data Security, Inc., a subsidiary of the Company.
Mr. Ebbighausen has been an Executive Vice President of the Company since May
1998, and has been the President of Arcus Data Security, Inc. since July 1998.
Mr. Ebbighausen was a Vice President of Data Security Services of Iron Mountain
from September 1996 through June 1997. Prior to joining Iron Mountain,
Mr. Ebbighausen was Vice President of Data Management Services with INSCI
Corporation, a software provider for computer output and data storage solutions
to optical and CD technology. Previously, he held a number of field management
positions with Anacomp, Inc., a service bureau provider in the micrographics
industry.

    ROBERT G. MILLER was appointed the President of Iron Mountain Records
Management, Inc., a subsidiary of the Company, on March 12, 2001 and has served
as the Chief Operating Officer of Iron Mountain Records Management, Inc. since
July 2000. Prior to July, 2000 Mr. Miller was an Executive Vice President of
Iron Mountain Records Management, Inc., a position that he had held since
December 1996. Mr. Miller joined Iron Mountain in 1988 and held various
positions including District Manager from 1988 through 1991 and Regional Vice
President from 1991 through 1996. Prior to 1988, Mr. Miller was employed as a
District Manager at Bell & Howell Records Management Company.

    CLARKE H. BAILEY is a Director of the Company, a position he has held since
January 1998. He is Co-Chairman and Director of Highgate Capital LLC, a private
equity firm, and Chairman, Chief Executive Officer and a Director of
ShipXact.com, Inc., a private fulfillment and distribution company. Mr. Bailey
also serves as Chairman and a Director of Glenayre Technologies, Inc., a
manufacturing company in the wireless communications industry. Mr. Bailey was
the Chairman and Chief Executive Officer of each of Arcus Group, Inc., United
Acquisition Company and Arcus Technology Services, Inc. from 1995 until their
acquisition by Iron Mountain in January 1998. He is also a Director of
Connectivity Technologies Inc., Swiss Army Brands, Inc. and SWWT, Inc. (formerly
known as Sweetwater, Inc.). He holds a Master of Business Administration degree
from The Wharton School, University of Pennsylvania.

    CONSTANTIN R. BODEN is a Director of the Company, a position he has held
since December 1990. Mr. Boden is the principal of Boden Partners LLC and
chairman of the advisory board of Boston Capital Ventures, a risk capital
concern. For 34 years, until January 1995, Mr. Boden was employed by

                                       28
<PAGE>
The First National Bank of Boston, most recently as Executive Vice President,
International Banking. He holds a Master of Business Administration degree from
Harvard Business School.

    KENT P. DAUTEN is a Director of the Company, a position he has held since
November 1997. He also serves as President of Keystone Capital, Inc., a
management and consulting advisory service firm, a position he has held since
March 1994. In February 1995, Mr. Dauten founded HIMSCORP, Inc. (d/b/a Records
Masters) and served as its President until its acquisition by Iron Mountain in
November 1997. Mr. Dauten currently serves as a Director of Health Management
Associates, Inc., a hospital management firm. Mr. Dauten holds a Master of
Business Administration degree from Harvard Business School.

    EUGENE B. DOGGETT is a Director of the Company, a position he has held since
1990. From 1987 until May 1997, Mr. Doggett was the Chief Financial Officer of
Iron Mountain, and from 1990 until May 1998, Mr. Doggett was an Executive Vice
President of Iron Mountain. Mr. Doggett is also a Director of Mac-Gray
Corporation, a publicly held supplier of card and coin-operated laundry services
in multiple housing facilities. Prior to joining Iron Mountain, he had extensive
experience in commercial and investment banking, as well as financial and
general management experience at senior levels. He holds a Master of Business
Administration degree from Harvard Business School.

    B. THOMAS GOLISANO is a Director of the Company, a position he has held
since June 1997. Mr. Golisano was Chairman of Safesite Records Management
Corporation until its acquisition by Iron Mountain in June 1997. He founded
Paychex Inc., a publicly held, national payroll service company, in 1971 and
serves as its Chairman, President and Chief Executive Officer. Mr. Golisano
serves on the Board of Trustees of Rochester Institute of Technology and on the
boards of several privately held companies. He has also served on the boards of
numerous non-profit organizations and is the founder of the B. Thomas Golisano
Foundation.

    ARTHUR D. LITTLE is a Director of the Company, a position he has held since
November 1995. Mr. Little is a principal of A & J Acquisition Company, Inc.,
which he founded in 1996. Prior to that, he was Managing Director of and also a
partner in Narragansett Capital, Inc., a private investment firm. He holds a
Bachelor of Arts degree in history from Stanford University.

    J. PETER PIERCE is a Director of the Company, a position he has held since
February 2000. From February 1, 2000 until his resignation in June 2000, he was
also the President of the Company. Prior to the merger with Pierce Leahy,
Mr. Pierce had been the President and Chief Executive Officer of Pierce Leahy
since 1995, and a Director of Pierce Leahy since the early 1970s. Mr. Pierce is
the Chairman and Chief Executive Officer of Telespectrum Worldwide, Inc., a
publicly held teleservices company. Mr. Pierce is also the founder and principal
partner in Pioneer Capital L.P., a venture capital company. Mr. Pierce attended
the University of Pennsylvania and served in the United States Marine Corps.

    HOWARD D. ROSS is a Director of the Company, a position he has held since
February 2000. In 1999, Mr. Ross was involved in the formation, and is currently
a partner, of LLR Equity Partners, L.P., a venture capital fund. From 1984 to
October 1999, he was a partner at Arthur Andersen LLP. He is also a Director of
PRWW, Ltd., a provider of clinical testing and software services primarily to
the pharmaceutical industry, and of VerticalNet, Inc., a provider of e-commerce
solutions to businesses in various vertical markets. Mr. Ross holds a Bachelor
of Science degree in economics from The Wharton School, University of
Pennsylvania, and is a certified public accountant.

    VINCENT J. RYAN is a Director of the Company, a position he has held for
over ten years. Mr. Ryan is the founder of Schooner and its predecessor,
Schooner Capital Corporation. Mr. Ryan has served as the Chairman and Chief
Executive Officer of Schooner since 1971, and as its President from 1971 to 1985
and from 1996 to 1999. Prior to November 1995, Mr. Ryan served as Chairman of
the Iron Mountain Board of Directors.

                                       29
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

    Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's executive officers, Directors and persons who own more than ten
percent of a registered class of the Company's equity securities file reports of
ownership on Form 3 and changes in ownership on Form 4 or 5 with the Securities
and Exchange Commission (the "Commission"). Such executive officers, Directors
and ten percent shareholders are also required by Commission rules to furnish to
the Company copies of all Section 16(a) reports that they file. Based solely on
its review of the copies of such forms received by it, or written
representations from certain reporting persons that they were not required to
file a Form 5, the Company believes that, during the fiscal year ended
December 31, 2000, the executive officers, Directors and ten percent
shareholders of the Company complied with all Section 16(a) filing requirements
applicable to such persons.

ITEM 11. EXECUTIVE COMPENSATION.

    The following table provides certain information concerning compensation
earned by the Chief Executive Officer and the other four most highly compensated
executive officers of the Company measured as of December 31, 2000 (the "Named
Executive Officers").

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                  LONG-TERM
                                                                                 COMPENSATION
                                                                                 ------------
                                                                                  NUMBER OF
                                            ANNUAL COMPENSATION                     SHARES
                                            -------------------   OTHER ANNUAL    UNDERLYING       ALL OTHER
NAME AND PRINCIPAL POSITION        YEAR      SALARY     BONUS     COMPENSATION     OPTIONS      COMPENSATION(1)
---------------------------      --------   --------   --------   ------------   ------------   ---------------
<S>                              <C>        <C>        <C>        <C>            <C>            <C>
C. Richard Reese .............     2000     $428,366     (2)               0             0         $    3,400
  Chairman of the Board and        1999     $358,000   $250,000            0             0         $    3,200
  Chief Executive Officer          1998     $308,538   $190,000            0             0         $    4,000

John F. Kenny, Jr. ...........     2000     $257,019     (2)               0             0         $    3,400
  Executive Vice President and     1999     $218,300   $153,000            0        26,765         $    3,200
  Chief Financial Officer          1998     $192,788   $135,000            0             0         $    2,400

Harold E. Ebbighausen ........     2000     $210,385     (2)               0             0         $    3,199
  President of Arcus Data          1999     $193,300   $ 80,000            0        35,690         $    3,200
  Security, Inc.                   1998     $148,269   $110,000            0             0         $    2,400

Robert G. Miller .............     2000     $209,423     (2)         $74,897        38,663         $    3,051
  President and Chief              1999     $153,500   $ 61,400            0        11,150         $    2,983
  Operating Officer of Iron        1998     $137,846   $ 27,570            0             0         $    3,446
  Mountain Records Management,
  Inc.

J. Peter Pierce(3) ...........     2000     $137,500         --            0         5,740         $1,291,763(4)
  President                        1999           --         --           --            --                 --
                                   1998           --         --           --            --                 --
</TABLE>

------------------------

(1) Reflects the Company's matching contribution to The Iron Mountain Companies
    401(k) Plan and The Iron Mountain Profit Sharing/401(k) Plan for each
    individual. Amounts shown for 2000 are estimated maximum contributions; the
    final contributions have not yet been calculated.

(2) The Compensation Committee has not yet met with respect to year 2000 bonuses
    and accordingly those amounts have not yet been determined.

(3) Mr. Pierce, who became an employee and President of the Company following
    the merger of Iron Mountain and Pierce Leahy in February 2000, resigned from
    that office effective June 30, 2000, and is no longer an executive officer
    of the Company.

(4) Includes the estimated 401(k) contribution of $2,180 and the severance
    payment of $1,289,583 based on Mr. Pierce's employment agreement.

                                       30
<PAGE>
    The following table sets forth certain information concerning the grant of
options to purchase Company common stock to the Named Executive Officers during
the year ended December 31, 2000.

                             OPTION GRANTS IN 2000

<TABLE>
<CAPTION>
                                                                                         POTENTIAL REALIZABLE VALUE
                                                                                           AT ASSUMED ANNUAL RATES
                                 NUMBER OF    PERCENT OF TOTAL                                 OF STOCK PRICE
                                 SECURITIES       OPTIONS                                  APPRECIATION FOR OPTION
                                 UNDERLYING      GRANTED TO      EXERCISE                          TERM(1)
                                  OPTIONS       EMPLOYEES IN      PRICE     EXPIRATION   ---------------------------
NAME AND PRINCIPAL POSITION       GRANTED     FISCAL YEAR 2000    ($/SH)       DATE           5%            10%
---------------------------      ----------   ----------------   --------   ----------   ------------   ------------
<S>                              <C>          <C>                <C>        <C>          <C>            <C>
Robert G. Miller ..............    23,682           4.23%        $33.781     4/24/2010    $1,303,126     $2,075,017
  President and Chief Operating    14,981           2.67%        $33.375    11/15/2010    $  814,427     $1,296,845
  Officer of Iron Mountain
  Records Management, Inc.

J. Peter Pierce(2) ............     5,740           1.02%        $33.875      7/2/2010    $  316,727     $  504,334
  President
</TABLE>

--------------------------

(1) Potential Realizable Value is based on the assumed growth rates for an
    assumed ten-year option term. Five percent annual growth results in a Common
    Stock price per share of $55.026, $54.364 and $55.179, and ten percent
    annual growth results in a Common Stock price per share of $87.620, $86.566
    and $87.863, respectively, for such term. The actual value, if any, an
    executive may realize will depend on the excess of the market price of the
    Common Stock over the exercise price on the date the option is exercised.
    There is no assurance that the value realized by an executive will be at or
    near the amounts reflected in this table.

(2) Mr. Pierce, who became President of the Company following the merger of Iron
    Mountain and Pierce Leahy, resigned from that office effective June 30,
    2000, and is no longer an executive officer of the Company.

    The following table sets forth certain information with respect to stock
options during the year ended December 31, 2000 exercised by, and the
unexercised options to purchase common stock held by, the Named Executive
Officers.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES

<TABLE>
<CAPTION>
                                                             NUMBER OF UNEXERCISED      VALUE OF UNEXERCISED IN-THE-
                                                                  OPTIONS AT                  MONEY-OPTIONS AT
                                                             DECEMBER 31, 2000(1)            DECEMBER 31, 2000
                             SHARES ACQUIRED    VALUE     ---------------------------   ----------------------------
NAME AND PRINCIPAL POSITION    ON EXERCISE     REALIZED   EXERCISABLE   UNEXERCISABLE   EXERCISABLE    UNEXERCISABLE
---------------------------  ---------------   --------   -----------   -------------   ------------   -------------
<S>                          <C>               <C>        <C>           <C>             <C>            <C>
John F. Kenny, Jr .........         0             0         214,213         96,932       $4,715,378      $1,381,993
  Executive Vice President,
  Chief Financial Officer

Harold E. Ebbighausen .....         0             0          33,259         39,216       $  446,287      $  261,575
  President of Arcus Data
  Security Inc.

Robert G. Miller ..........         0             0          39,736         54,624       $1,046,893      $  338,227
  President and Chief
  Operating Officer of Iron
  Mountain Records
  Management, Inc.

J. Peter Pierce(2) ........         0             0             478          5,262       $    1,404      $   15,457
  President
</TABLE>

--------------------------

(1) Based on a year-end value of $36.8125 per share, less the exercise price.

(2) Mr. Pierce, who became President of the Company following the merger of Iron
    Mountain and Pierce Leahy, resigned from that office effective June 30,
    2000, and is no longer an executive officer of the Company.

                                       31
<PAGE>
DIRECTOR COMPENSATION

    Directors who are employees of the Company do not receive additional
compensation for serving as Directors. Each Director who is not an employee of
the Company receives an annual retainer fee of $12,000 as compensation for his
or her services as a member of the Company Board and $500 for attendance at
committee meetings ($1,000 per meeting for the Chairman of the committee). In
addition, the Company has a program by which it grants its nonemployee Directors
options to purchase $200,000 of the Company's Common Stock every three years.
Each option is granted under the Iron Mountain Incorporated 1995 Stock Incentive
Plan or the Iron Mountain Incorporated 1997 Stock Option Plan (the "Stock
Incentive Plan" and the "Stock Option Plan," respectively), has an exercise
price equal to fair market value (as defined in the Stock Incentive Plan or the
Stock Option Plan, as applicable) on the date of grant, vests in equal amounts
over a period of three years and has a ten year term. All Directors are
reimbursed for out-of-pocket expenses incurred in attending meetings of the
Company Board or committees thereof, and for other expenses incurred in their
capacities as Directors.

    The Company paid a total of $96,000 in cash for Directors fees in respect of
services for 2000.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
  ARRANGEMENT

    The Stock Incentive Plan provides for acceleration of the vesting of options
and stock appreciation rights ("SARs") if the Company or any wholly owned
subsidiary of the Company is a party to a merger or consolidation (whether or
not the Company is the surviving corporation) in any transaction or series of
related transactions and there is a "Limited Change of Control" of the Company.
A Limited Change of Control occurs if after the merger or consolidation
(a) individuals who immediately prior to the merger or consolidation served as
members of the Company Board no longer constitute a majority of the Company
Board or the board of directors of the surviving corporation and (b) the voting
securities of the Company outstanding immediately prior to the merger or
consolidation do not represent (either by remaining outstanding or upon
conversion into securities of the surviving corporation) more than 50% of the
voting power of the securities of the Company or the surviving corporation
immediately after the merger or consolidation.

    As part of the merger with Pierce Leahy, Iron Mountain entered into a four
year employment agreement with J. Peter Pierce. Under the agreement, Mr. Pierce
was to serve as the Company's President. In connection with Mr. Pierce's
resignation as President, Iron Mountain and Mr. Pierce amended the employment
agreement and, in lieu of the payments and benefits provided for in the
employment agreement, Mr. Pierce received severance pay at the annual rate of
$325,000 through December 31, 2000 and a payment of $1,127,083. All payments
owed to Mr. Pierce pursuant to the employment agreement, as amended, have been
paid in full. Mr. Pierce is subject to customary confidentiality and
noncompetition agreements as part of the employment agreement.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    The Compensation Committee of the Company Board consists of Mr. Little, who
is the Chairman, and Messrs. Boden, Ryan and Bailey. Mr. Ryan is the Chairman of
the Board and principal shareholder of Schooner Capital Trust. See "Item 13.
Certain Relationships and Related Transactions."

                                       32
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth certain information known to us with respect
to beneficial ownership of Common Stock by (i) each Director, (ii) the Named
Executive Officers, (iii) all Directors and Named Executive Officers of the
Company as a group and (iv) each shareholder known by us to be the beneficial
owner of more than five percent of the Common Stock. Such information is
presented as of March 1, 2001, except as otherwise indicated.

<TABLE>
<CAPTION>
                                                                  AMOUNT OF BENEFICIAL
                                                                      OWNERSHIP(1)
                                                              -----------------------------
NAME                                                            SHARES        PERCENT OWNED
----                                                          ----------      -------------
<S>                                                           <C>             <C>
DIRECTORS AND EXECUTIVE OFFICERS
C. Richard Reese(2).........................................   1,689,458            3.0%
John F. Kenny, Jr.(3).......................................     238,670              *
Harold E. Ebbighausen(4)....................................      34,386              *
Robert G. Miller(5).........................................      51,514              *
Clarke H. Bailey(6).........................................      60,371              *
Constantin R. Boden(7)......................................      37,220              *
Kent P. Dauten(8)...........................................   1,265,127            2.3%
Eugene B. Doggett(9)........................................      18,400              *
B. Thomas Golisano(10)......................................   1,243,440            2.2%
J. Peter Pierce(11).........................................   5,805,611           10.5%
Arthur D. Little(12)........................................      44,665              *
Howard D. Ross(13)..........................................       2,200              *
Vincent J. Ryan(14).........................................   5,102,025            9.2%
All Directors and executive officers as a group (13
  persons)(15)..............................................  14,718,838           26.5%

FIVE PERCENT SHAREHOLDERS
Thomas W. Smith(16).........................................   3,858,673            7.0%
Thomas N. Tryforos(17)......................................   3,105,391            5.6%
T. Rowe Price Associates, Inc.(18)..........................   3,924,220            7.1%
</TABLE>

------------------------

  * Less than 1%

 (1) Except as otherwise indicated, the persons named in the table above have
     sole voting and investment power with respect to all shares of Common Stock
     shown as beneficially owned by them.

 (2) Mr. Reese is a Director, Chairman of the Board, Chief Executive Officer and
     President of the Company. Includes 25,164 shares of Common Stock held in
     trusts for the benefit of Mr. Reese's children, as to which Mr. Reese
     disclaims beneficial ownership. Also includes 874,249 shares of Common
     Stock as to which Mr. Reese shares beneficial ownership with Schooner
     Capital LLC ("Schooner") as a result of a 1988 deferred compensation
     arrangement, as amended, between Schooner and Mr. Reese relating to
     Mr. Reese's former services as President of the predecessor corporation to
     Schooner. Pursuant to such arrangement, upon the earlier to occur of
     (i) Schooner's sale or exchange of substantially all of the shares of
     Common Stock held by Schooner or (ii) the cessation of Mr. Reese's
     employment with the Company, Schooner is required to transfer such shares
     of Common Stock to Mr. Reese or remit to Mr. Reese cash in an amount equal
     to the then current fair market value of such shares of Common Stock.
     Schooner has agreed to vote the shares of Common Stock subject to such
     arrangement at the direction of Mr. Reese.

                                       33
<PAGE>
 (3) Mr. Kenny is the Executive Vice President, Chief Financial Officer and a
     Director of the Company. Includes 226,427 shares that Mr. Kenny has the
     right to acquire pursuant to currently exercisable options.

 (4) Mr. Ebbighausen is the President of Arcus Data Security, Inc. Includes
     33,260 shares that Mr. Ebbighausen has the right to acquire pursuant to
     currently exercisable options.

 (5) Mr. Miller is the President and Chief Operating Officer of the Iron
     Mountain Records Management, Inc. All 51,514 shares are shares that
     Mr. Miller has the right to acquire pursuant to currently exercisable
     options.

 (6) Mr. Bailey is a Director of the Company. Includes 5,900 shares that
     Mr. Bailey has the right to acquire pursuant to currently exercisable
     options.

 (7) Mr. Boden is a Director of the Company. Includes 5,900 shares that
     Mr. Boden has the right to acquire pursuant to currently exercisable
     options.

 (8) Mr. Dauten is a Director of the Company. Includes 5,900 shares that
     Mr. Dauten has the right to acquire pursuant to currently exercisable
     options.

 (9) Mr. Doggett is a Director of the Company. Includes 5,900 shares that
     Mr. Doggett has the right to acquire pursuant to currently exercisable
     options.

(10) Mr. Golisano is a Director of the Company. Includes 11,327 shares that
     Mr. Golisano has the right to acquire pursuant to currently exercisable
     options.

(11) The information is presented as of December 31, 2000, and is based on a
     Schedule 13G filed with the Commission on February 14, 2001. Mr. Pierce is
     a Director of the Company. Includes 1,435 shares that Mr. Pierce has the
     right to acquire pursuant to currently exercisable options. Also includes
     5,786,026 shares held in a voting trust pursuant to a Voting Trust
     Agreement dated June 24, 1997 (as amended or restated from time to time,
     the "Voting Trust"). Mr. Pierce, as sole trustee of the Voting Trust holds
     the power to vote the shares held in the Voting Trust. The beneficial
     owners of the interests in the Voting Trust have the right to dispose of
     the shares to which they have beneficial interests. In addition to the
     928,401 shares owned directly by Mr. Pierce that are held in the Voting
     Trust, Mr. Pierce directly owns 18,150 shares that are not subject to the
     Voting Trust. Mr. Pierce's address is 209 West Lancaster Avenue, Suite 101,
     Paoli, Pennsylvania 19301.

(12) Mr. Little is a Director of the Company. Includes 37,500 shares held by The
     Little Family Trust, as to which Mr. Little disclaims beneficial ownership,
     as well as 5,900 shares that Mr. Little has the right to acquire pursuant
     to currently exercisable options.

(13) Mr. Ross is a Director of the Company. All 2,200 shares are shares that
     Mr. Ross has the right to acquire pursuant to currently exercisable
     options.

(14) Mr. Ryan is a Director of the Company. Includes 5,900 shares that Mr. Ryan
     has the right to acquire pursuant to currently exercisable options. Also
     includes (i) 2,736,076 shares of Common Stock held by Schooner, as to which
     Mr. Ryan has sole voting power and investment power as the Chairman of the
     Board of Schooner and the principal stockholder of Schooner Capital Trust,
     the sole member of Schooner; (ii) 6,000 shares held in a trust for the
     benefit of Mr. Ryan's heirs, as to which Mr. Ryan disclaims beneficial
     ownership except to the extent of his pecuniary interest therein; and
     (iii) 55,500 shares held by The Schooner Foundation as to which Mr. Ryan
     disclaims beneficial ownership. Mr. Ryan's address is c/o Schooner Capital
     LLC, 745 Atlantic Avenue, Boston, Massachusetts 02111.

(15) Includes 361,563 shares that Directors and executive officers have the
     right to acquire pursuant to currently exercisable options.

                                       34
<PAGE>
(16) This information is presented as of December 31, 2000, and is based solely
     on a Schedule 13G filed with the Commission on February 14, 2001.
     Mr. Smith has sole voting and dispositive power over 777,033 shares and has
     shared voting and dispositive power over 3,081,640 shares with
     Mr. Tryforos. The address of Mr. Smith is 323 Railroad Avenue, Greenwich,
     Connecticut 06830.

(17) This information is presented as of December 31, 2000, and is based solely
     on a Schedule 13G filed with the Commission on February 14, 2001.
     Mr. Tryforos has sole voting and dispositive power over 23,751 shares and
     has shared voting and dispositive power over 3,081,640 shares with
     Mr. Smith. The address of Mr. Tryforos is 323 Railroad Avenue, Greenwich,
     Connecticut 06830.

(18) This information is presented as of December 31, 2000, and is based solely
     on a Schedule 13G filed with the Commission on February 8, 2001. These
     securities are owned by various individual and institutional investors for
     which T. Rowe Price Associates, Inc. ("Price Associates") serves as
     independent advisor with power to direct investments and/or sole power to
     vote the securities. Price Associates has sole voting power over 781,500
     shares and sole dispositive power over 3,924,220 shares, but disclaims
     beneficial ownership as to all of these shares. The address of T. Rowe
     Price Associates, Inc. is 100 E. Pratt Street, Baltimore, Maryland 21202.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

REAL ESTATE TRANSACTIONS

    Schooner leases space from the Company at the Company's corporate
headquarters. Vincent J. Ryan, a Director of the Company, is the Chairman and
Chief Executive Officer of Schooner. Such lease is a tenancy-at-will and may be
terminated by either the Company or by Schooner at any time. As consideration
for such lease, Schooner pays rent to the Company based on its pro rata share of
all expenses related to the use and occupancy of the premises. The rent paid by
Schooner to the Company under such lease was approximately $96,000 in the year
ended December 31, 2000, and Schooner currently pays annual rent of
approximately $101,000. The Company believes that the terms of this lease are no
less favorable to it than would have been negotiated with an unrelated third
party.

    The Company leases from three separate limited partnerships certain of its
facilities in Suffield, Connecticut, Orlando, Florida and Charlotte, North
Carolina. J. Peter Pierce, a Director of the Company, is the general partner of
the limited partnerships and members of the Pierce family and their affiliates
own substantial limited partnership interests in each of the limited
partnerships. The leases for the Suffield, Orlando and Charlotte facilities
terminate on December 31, 2005, October 31, 2004 and August 31, 2001,
respectively. Each of such leases contains two five-year renewal options. The
aggregate rental payment by the Company for such properties during 2000 was
$1,684,000. The Company believes that the terms of these leases are no less
favorable to the Company than would have been negotiated with unrelated third
parties.

OTHER TRANSACTIONS

    The Company paid compensation of approximately $212,000 for the year ended
December 31, 2000 to Mr. T. Anthony Ryan. Mr. Ryan is Vice President, Real
Estate, of the Company and is the brother of Vincent J. Ryan, a Director of the
Company. The Company believes that the terms of Mr. Ryan's employment are no
less favorable to it than would be negotiable with an unrelated third party.

    The Company provided an annual pension in the amount of $96,000 to Leo W.
Pierce, Sr. for the year ended December 31, 2000. Mr. Pierce formerly served as
Chairman Emeritus of the Company and is the father of J. Peter Pierce, a
Director of the Company. The Company will continue to provide a pension to
Mr. Pierce, or his spouse, if she survives him, in 2001.

                                       35
<PAGE>
                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

    (a) (1) and (2) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES FILED
       AS PART OF THIS REPORT:

A. IRON MOUNTAIN INCORPORATED

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
Report of Independent Public Accountants....................     37
Consolidated Balance Sheets, December 31, 1999 and 2000.....     38
Consolidated Statements of Operations, Years ended December
  31, 1998, 1999 and 2000...................................     39
Consolidated Statements of Shareholders' Equity and
  Comprehensive Loss, Years ended December 31, 1998, 1999
  and 2000..................................................     40
Consolidated Statements of Cash Flows, Years ended December
  31, 1998, 1999 and 2000...................................     41
Notes to Consolidated Financial Statements..................     42

B. IRON MOUNTAIN EUROPE LIMITED

Report of the Independent Auditors..........................     73

C. FINANCIAL STATEMENT SCHEDULE:

Report of Independent Public Accountants....................     74
Schedule II--Valuation and Qualifying Accounts..............     75
</TABLE>

(a)(3) EXHIBITS FILED AS PART OF THIS REPORT:

    As listed in the Exhibit Index following the signature page hereof.

(b) REPORTS ON FORM 8-K:

    On November 14, 2000, the Company filed a Current Report on Form 8-K under
Item 7 to update previously filed pro forma information with the Company's
results of operations for the nine months ended September 30, 2000.

                                       36
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
Iron Mountain Incorporated:

    We have audited the accompanying consolidated balance sheets of Iron
Mountain Incorporated (a Pennsylvania corporation) and its subsidiaries as of
December 31, 1999 and 2000, and the related consolidated statements of
operations, shareholders' equity and comprehensive loss and cash flows for each
of the three years in the period ended December 31, 2000. These financial
statements are the responsibility of Iron Mountain Incorporated's management.
Our responsibility is to express an opinion on these financial statements based
on our audits. We did not audit the consolidated financial statements of Iron
Mountain Europe Limited as of October 31, 1999 and 2000, which statements
reflect total assets and total revenues of 12 percent and 6 percent in 1999, and
6 percent and 5 percent in 2000, respectively, of the related consolidated
totals. Those statements were audited by other auditors whose report has been
furnished to us, and our opinion, insofar as it relates to the amounts included
for this entity, is based solely on the report of the other auditors.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits and the report of other
auditors provide a reasonable basis for our opinion.

    In our opinion, based on our audits and the report of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Iron Mountain Incorporated and its subsidiaries as of
December 31, 1999 and 2000 and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States.

                                          ARTHUR ANDERSEN LLP

Boston, Massachusetts
February 23, 2001

                                       37
<PAGE>
                           IRON MOUNTAIN INCORPORATED

                          CONSOLIDATED BALANCE SHEETS

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                   DECEMBER 31,
                                                              -----------------------
                                                                 1999         2000
                                                              ----------   ----------
<S>                                                           <C>          <C>
                           ASSETS
Current Assets:
  Cash and cash equivalents.................................  $    3,830   $    6,200
  Accounts receivable (less allowances of $5,740 and $15,989
    as of 1999 and 2000, respectively)......................     104,074      176,442
  Deferred income taxes.....................................      12,475       30,990
  Prepaid expenses and other................................      23,285       23,036
                                                              ----------   ----------
    Total Current Assets....................................     143,664      236,668
Property, Plant and Equipment:
  Property, plant and equipment.............................     497,369      984,939
  Less--Accumulated depreciation............................     (93,630)    (152,545)
                                                              ----------   ----------
    Net Property, Plant and Equipment.......................     403,739      832,394
Other Assets, net:
  Goodwill..................................................     729,213    1,525,630
  Customer acquisition costs................................      16,742       27,692
  Deferred financing costs..................................      16,549       14,534
  Other.....................................................       7,305       22,178
                                                              ----------   ----------
    Total Other Assets, net.................................     769,809    1,590,034
                                                              ----------   ----------
    Total Assets............................................  $1,317,212   $2,659,096
                                                              ==========   ==========

            LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Current portion of long-term debt.........................  $    9,890   $   40,789
  Accounts payable..........................................      25,770       42,531
  Accrued expenses..........................................      68,519      153,291
  Deferred income...........................................      32,981       53,884
  Other current liabilities.................................      13,188       23,558
                                                              ----------   ----------
    Total Current Liabilities...............................     150,348      314,053
Long-term Debt, net of current portion......................     603,057    1,314,342
Other Long-term Liabilities.................................       5,749        7,920
Deferred Rent...............................................      10,819       16,346
Deferred Income Taxes.......................................      16,207       38,948
Commitments and Contingencies (see Note 13)
Minority Interest...........................................      42,278       43,029
Shareholders' Equity:
  Common stock..............................................         369          553
  Additional paid-in capital................................     560,620      990,854
  Accumulated deficit.......................................     (31,558)     (59,383)
  Accumulated other comprehensive items.....................      (1,193)      (7,566)
  Treasury stock............................................     (39,484)          --
                                                              ----------   ----------
    Total Shareholders' Equity..............................     488,754      924,458
                                                              ----------   ----------
    Total Liabilities and Shareholders' Equity..............  $1,317,212   $2,659,096
                                                              ==========   ==========
</TABLE>

    The accompanying notes are an integral part of these consolidated financial
statements.

                                       38
<PAGE>
                           IRON MOUNTAIN INCORPORATED

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31,
                                                              ------------------------------
                                                                1998       1999       2000
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
Revenues:
  Storage...................................................  $230,702   $317,387   $585,664
  Service and storage material sales........................   153,259    202,162    400,707
                                                              --------   --------   --------
    Total Revenues..........................................   383,961    519,549    986,371
Operating Expenses:
  Cost of sales (excluding depreciation)....................   192,113    260,930    482,771
  Selling, general and administrative.......................    95,867    128,948    246,559
  Depreciation and amortization.............................    48,301     65,422    126,810
  Stock option compensation expense.........................        --         --     15,110
  Merger-related expenses...................................        --         --      9,133
                                                              --------   --------   --------
    Total Operating Expenses................................   336,281    455,300    880,383

Operating Income............................................    47,680     64,249    105,988
Interest Expense............................................    45,673     54,425    117,975
Other Income (Expense), net.................................     1,384         17     (6,045)
                                                              --------   --------   --------
  Income (Loss) from Continuing Operations Before Provision
    for Income Taxes and Minority Interest..................     3,391      9,841    (18,032)
Provision for Income Taxes..................................     6,558     10,579      9,125
Minority Interest in Earnings (Losses) of Subsidiaries......        --        322     (2,224)
                                                              --------   --------   --------
  Loss from Continuing Operations before Extraordinary
    Item....................................................    (3,167)    (1,060)   (24,933)
Income from Discontinued Operations.........................       201        241         --
Loss on Sale of Discontinued Operations.....................        --    (13,400)        --
Extraordinary Charge from Early Extinguishment of Debt (net
  of Tax Benefit of $1,928).................................        --         --     (2,892)
                                                              --------   --------   --------
    Net Loss................................................  $ (2,966)  $(14,219)  $(27,825)
                                                              ========   ========   ========
Net Loss per Share--Basic and Diluted:
  Loss from Continuing Operations...........................  $  (0.12)  $  (0.03)  $  (0.47)
  Discontinued Operations...................................      0.01      (0.40)        --
  Extraordinary Charge from Early Extinguishment of Debt....        --         --      (0.05)
                                                              --------   --------   --------
    Net Loss per Share--Basic and Diluted...................  $  (0.11)  $  (0.43)  $  (0.52)
                                                              ========   ========   ========
Weighted Average Common Shares Outstanding--Basic and
  Diluted...................................................    27,470     33,345     53,125
                                                              ========   ========   ========
</TABLE>

    The accompanying notes are an integral part of these consolidated financial
statements.

                                       39
<PAGE>
                           IRON MOUNTAIN INCORPORATED

     CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE LOSS

                       (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                        COMMON STOCK                                     ACCUMULATED
                                           VOTING           ADDITIONAL                      OTHER                       TOTAL
                                    ---------------------    PAID-IN     ACCUMULATED    COMPREHENSIVE    TREASURY   SHAREHOLDERS'
                                      SHARES      AMOUNT     CAPITAL       DEFICIT          ITEMS         STOCK        EQUITY
                                    ----------   --------   ----------   ------------   --------------   --------   -------------
<S>                                 <C>          <C>        <C>          <C>            <C>              <C>        <C>
BALANCE, DECEMBER 31, 1997........  20,180,177     $202      $151,904      $(14,373)       $    --       $    --      $137,733
Shares and options issued in
  connection with acquisitions,
  net of issuance costs...........   2,645,913       26        66,888            --             --            --        66,914
Issuance of shares in secondary
  Public offering, net of issuance
  costs...........................   6,037,500       60       131,961            --             --            --       132,021
Exercise of stock options,
  including tax benefit...........     566,615        6         5,174            --             --            --         5,180
Net loss..........................          --       --            --        (2,966)            --            --        (2,966)
                                    ----------     ----      --------      --------        -------       -------      --------
BALANCE, DECEMBER 31, 1998........  29,430,205      294       355,927       (17,339)            --            --       338,882
Shares and options issued in
  connection with acquisitions,
  net of issuance costs...........   1,476,577       15        45,745            --             --            --        45,760
Issuance of shares in secondary
  Public offering, net of issuance
  costs...........................   5,750,000       57       152,486            --             --            --       152,543
Issuance of shares under Employee
  Stock Purchase Plan and Option
  Plans, including tax benefit....     286,830        3         6,179            --             --            --         6,182
Acceleration of options in
  connection with sale of
  business........................          --       --           283            --             --            --           283
Currency translation adjustment...          --       --            --            --         (1,193)           --        (1,193)
Purchase of treasury shares.......          --       --            --            --             --       (39,484)      (39,484)
Net loss..........................          --       --            --       (14,219)            --            --       (14,219)
                                    ----------     ----      --------      --------        -------       -------      --------
BALANCE, DECEMBER 31, 1999........  36,943,612      369       560,620       (31,558)        (1,193)      (39,484)      488,754
Shares and options issued in
  connection with acquisitions,
  net of issuance costs...........  18,783,813      188       444,801            --             --            --       444,989
Issuance of shares under Employee
  Stock Purchase Plan and Option
  Plans, including tax benefit....   1,029,050       11         9,792            --             --            --         9,803
Stock option compensation
  expense.........................          --       --        15,110            --             --            --        15,110
Currency translation adjustment...          --       --            --            --         (6,373)           --        (6,373)
Retirement of treasury stock......  (1,476,577)     (15)      (39,469)           --             --        39,484            --
Net loss..........................          --       --            --       (27,825)            --            --       (27,825)
                                    ----------     ----      --------      --------        -------       -------      --------
BALANCE, DECEMBER 31, 2000........  55,279,898     $553      $990,854      $(59,383)       $(7,566)      $    --      $924,458
                                    ==========     ====      ========      ========        =======       =======      ========
</TABLE>

<TABLE>
<CAPTION>
                                                                   1998          1999         2000
                                                                   ----          ----         ----
<S>                                                           <C>              <C>        <C>
COMPREHENSIVE LOSS:
Net loss....................................................     $(2,966)      $(14,219)    $(27,825)
Foreign currency translation adjustment.....................          --        (1,193)       (6,373)
                                                                 -------       --------     --------
Comprehensive loss..........................................     $(2,966)      $(15,412)    $(34,198)
                                                                 =======       ========     ========
</TABLE>

    The accompanying notes are an integral part of these consolidated financial
statements.

                                       40
<PAGE>
                           IRON MOUNTAIN INCORPORATED

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31,
                                                              ------------------------------
                                                                1998       1999       2000
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
Cash Flows from Operating Activities:
  Net loss..................................................  $ (2,966)  $(14,219)  $(27,825)
Adjustments to reconcile net loss to loss from continuing
  operations before extraordinary item:
  Income from discontinued operations.......................      (201)      (241)        --
  Loss on sale of discontinued operations...................        --     13,400         --
  Extraordinary charge from early extinguishment of debt....        --         --      2,892
                                                              --------   --------   --------
Loss from Continuing Operations before Extraordinary Item...    (3,167)    (1,060)   (24,933)
Adjustments to reconcile loss from continuing operations
  before extraordinary item to cash flows provided by
  operating activities of continuing operations:
  Minority interest.........................................        --        322     (2,224)
  Depreciation and amortization.............................    48,301     65,422    126,810
  Amortization of deferred financing costs and bond
    discount................................................     1,801      1,981      2,595
  Provision for doubtful accounts...........................     1,730      2,733      9,714
  Stock option compensation expense.........................        --         --     15,110
  Foreign currency (gain) loss and other, net...............       316        238      4,737
Changes in Assets and Liabilities (exclusive of
  acquisitions):
  Accounts receivable.......................................   (12,924)   (22,996)   (15,881)
  Prepaid expenses and other current assets.................     4,410     (9,691)    19,332
  Deferred income taxes.....................................     9,058      8,989      8,350
  Other assets..............................................        13        663        474
  Accounts payable..........................................     5,282      2,009       (553)
  Accrued expenses and other current liabilities............      (127)     6,306      8,779
  Deferred rent.............................................     1,414      1,203      5,527
  Deferred income...........................................     7,369      3,331        686
  Other long-term liabilities...............................     3,587     (3,176)      (919)
                                                              --------   --------   --------
Cash Flows Provided by Operating Activities of Continuing
  Operations................................................    67,063     56,274    157,604
Cash Flows Provided by (Used in) Operating Activities of
  Discontinued Operations...................................        67       (836)        --
                                                              --------   --------   --------
  Cash Flows Provided by Operating Activities...............    67,130     55,438    157,604
Cash Flows from Investing Activities:
  Cash paid for acquisitions, net of cash acquired..........  (189,729)  (212,160)  (140,940)
  Capital expenditures......................................   (55,927)   (98,657)  (168,706)
  Investment in convertible preferred stock.................        --         --     (6,524)
  Additions to customer acquisition costs...................    (3,024)    (8,122)   (12,779)
  Proceeds from sale of property and equipment..............        --         --      1,320
                                                              --------   --------   --------
Cash Flows Used in Investing Activities of Continuing
  Operations................................................  (248,680)  (318,939)  (327,629)
Cash Flows Provided by (Used in) Investing Activities of
  Discontinued Operations...................................      (527)     7,814         --
                                                              --------   --------   --------
  Cash Flows Used in Investing Activities...................  (249,207)  (311,125)  (327,629)
Cash Flows from Financing Activities:
  Repayment of debt.........................................  (171,080)  (249,654)  (596,744)
  Proceeds from borrowings..................................   194,811    235,141    404,993
  Proceeds from term loans..................................        --         --    350,000
  Debt financing and equity contribution from minority
    shareholder.............................................        --     11,636     11,430
  Net proceeds from sale of senior subordinated notes.......        --    149,460         --
  Proceeds from secondary equity offering, net of
    underwriting discount...................................   132,905    153,755         --
  Repurchase of common stock................................        --    (39,484)        --
  Exercise of stock options.................................     4,482      3,589      8,180
  Financing and stock issuance costs........................    (1,836)    (6,590)    (5,449)
                                                              --------   --------   --------
  Cash Flows Provided by Financing Activities...............   159,282    257,853    172,410
Effect of exchange rates on cash and cash equivalents.......        --        (51)       (15)
                                                              --------   --------   --------
Increase (Decrease) in Cash and Cash Equivalents............   (22,795)     2,115      2,370
Cash and Cash Equivalents, Beginning of Year................    24,510      1,715      3,830
                                                              --------   --------   --------
Cash and Cash Equivalents, End of Year......................  $  1,715   $  3,830   $  6,200
                                                              ========   ========   ========
Supplemental Information:
Cash Paid for Interest......................................  $ 42,407   $ 46,555   $ 98,114
                                                              ========   ========   ========
Cash Paid for Income Taxes..................................  $  1,700   $  1,916   $  2,891
                                                              ========   ========   ========
</TABLE>

    The accompanying notes are an integral part of these consolidated financial
statements.

                                       41
<PAGE>
                           IRON MOUNTAIN INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

1. NATURE OF BUSINESS

    The accompanying financial statements represent the consolidated accounts of
Iron Mountain Incorporated, a Pennsylvania corporation, and its subsidiaries
(collectively "Iron Mountain" or the "Company"). Iron Mountain is an
international full-service provider of records and information management and
related services for all media in various locations throughout the United
States, Canada, Europe, Mexico and South America to Fortune 500 companies and
numerous legal, banking, health care, accounting, insurance, entertainment and
government organizations.

    On February 1, 2000, the Company completed its acquisition of Pierce Leahy
in a stock-for-stock merger valued at $1.0 billion. The acquisition was
structured as a reverse merger with Pierce Leahy being the surviving legal
entity and immediately changing its name to Iron Mountain Incorporated.
Immediately after the merger the former stockholders of Iron Mountain owned
approximately 65% of the Company's common stock. Because of this share
ownership, Iron Mountain is considered the acquiring entity for accounting
purposes. This transaction has been accounted for under the purchase method of
accounting.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    a.  Principles of Consolidation

        The accompanying financial statements reflect the financial position and
    results of operations of Iron Mountain on a consolidated basis. All
    significant intercompany account balances have been eliminated.

    b.  Use of Estimates

        The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    the disclosure of contingent assets and liabilities at the date of the
    financial statements and the reported amounts of revenues and expenses
    during the reporting period. Actual results could differ from those
    estimates.

    c.  Cash and Cash Equivalents

        The Company defines cash and cash equivalents to include cash on hand
    and cash invested in short-term securities which have original maturities of
    less than 90 days. Cash and cash equivalents are carried at cost, which
    approximates fair value.

    d.  Foreign Currency Translation

        Local currencies are considered the functional currencies for most of
    the Company's operations outside the United States. All assets and
    liabilities are translated at year-end exchange rates, and revenues and
    expenses are translated at average exchange rates for the year, in
    accordance with Statement of Financial Accounting Standards ("SFAS")
    No. 52, "Foreign Currency Translation." Resulting translation adjustments
    are reflected in the "Accumulated Other Comprehensive Items" component of
    stockholders' equity. The gain or loss on foreign currency transactions,
    including those related to U.S. dollar denominated 8 1/8% Senior Notes of
    the Company's Canadian subsidiary and those related to the British pound
    sterling denominated

                                       42
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    intercompany obligation of the Company's 50.1% owned British subsidiary to
    the Company are included in Other Income (Expense), net, on the Company's
    Consolidated Statements of Operations.

    e.  Derivative Instruments and Hedging Activities

        On December 31, 1998, the Company had a receivable denominated in
    British pounds sterling from, and a payable in U.S. dollars to, a bank as a
    result of exercising a foreign exchange agreement on December 30, 1998.
    Included in Other Income (Expense), net, for the year ended December 31,
    1998 is a $316 loss on the remeasurement of the receivable based on the
    applicable exchange rate on December 31, 1998. The British pounds sterling
    were being acquired to finance the acquisition of Iron Mountain Europe
    Limited ("IM Europe") on January 4, 1999. As of December 31, 2000, the
    Company did not have any such foreign exchange agreement.

        In June 1998, the Financial Accounting Standards Board issued SFAS
    No. 133, "Accounting for Derivative Instruments and Hedging Activities"
    ("SFAS 133"), as amended by SFAS 138, "Accounting for Certain Derivative
    Instruments and Certain Hedging Activities." This statement establishes
    accounting and reporting standards for derivative instruments, including
    certain derivative instruments embedded in other contracts and for hedging
    activities and is effective for all fiscal years beginning after June 15,
    2000, as amended by SFAS 137, "Accounting for Derivative Instruments and
    Hedging Activities." The Company has adopted SFAS 133 prospectively
    beginning January 1, 2001.

        SFAS 133 requires that every derivative instrument be recorded in the
    balance sheet as either an asset or a liability measured at its fair value.
    SFAS 133 requires that as of the date of initial adoption, the difference
    between the fair value of the derivative instruments recorded on the balance
    sheet and the previous carrying amount of those derivatives be reported in
    net income or other comprehensive income, as appropriate.

        Periodically, the Company acquires derivative instruments that are
    intended to hedge either cash flows or values which are subject to exchange
    or other market price risk, and not for trading purposes. On December 20,
    2000, the Company entered into an interest rate swap contract to hedge the
    risk of changes in specifically identified cash flows attributable to
    changes in market interest rates. The derivative instrument is a
    variable-for-fixed swap of interest payments payable on the last two
    principal payments, $48,000 on November 30, 2005 and $51,500 on
    February 28, 2006, of the Company's Tranche B term loan. The notional value
    of the swap equals $99,500 and has a fixed rate of 5.9% and a variable rate
    based on periodic three month LIBOR rates. The fair value of the swap as of
    December 31, 2000 was a liability of $214. On January 1, 2001, the Company
    adopted the provisions of SFAS No. 133 resulting in the recognition of a
    derivative liability and a corresponding transition adjustment charge to
    other comprehensive items of approximately $214.

                                       43
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    f.  Property, Plant and Equipment

        Property, plant and equipment are stated at cost and depreciated using
    the straight-line method with the following useful lives:

<TABLE>
<S>                                    <C>
Buildings............................  40 to 50 years
Leasehold improvements...............  8 to 10 years or the life of the
                                       lease, whichever is shorter
Racking..............................  5 to 20 years
Warehouse equipment/vehicles.........  4 to 20 years
Furniture and fixtures...............  3 to 10 years
Computer hardware and software.......  3 to 5 years
</TABLE>

    Property, plant and equipment consist of the following:

<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                          -------------------
                                                            1999       2000
                                                          --------   --------
<S>                                                       <C>        <C>
Land and buildings......................................  $158,648   $331,921
Leasehold improvements..................................    35,011     62,381
Racking.................................................   180,876    364,337
Warehouse equipment/vehicles............................    28,954     45,532
Furniture and fixtures..................................    11,886     22,574
Computer hardware and software..........................    60,998     96,408
Construction in progress................................    20,996     61,786
                                                          --------   --------
                                                          $497,369   $984,939
                                                          ========   ========
</TABLE>

        Minor maintenance costs are expensed as incurred. Major improvements
    which extend the life, increase the capacity or improve the safety or the
    efficiency of property owned are capitalized. Major improvements to leased
    buildings are capitalized as leasehold improvements and depreciated.

        The Company develops various software applications for internal use.
    Payroll and related costs for employees who are directly associated with and
    who devote time to the development of internal-use computer software
    projects (to the extent of the time spent directly on the project) are
    capitalized and amortized over the useful life of the software.
    Capitalization begins when the design stage of the application has been
    completed, it is probable that the project will be completed and the
    application will be used to perform the function intended. Amortization
    begins when the software is placed in service.

        Effective January 1, 1999, the Company adopted the provisions of
    Statement of Position 98-1, "Accounting for the Costs of Computer Software
    Developed or Obtained for Internal Use" ("SOP 98-1"). SOP 98-1 requires
    computer software costs associated with internal use software to be expensed
    as incurred until certain capitalization criteria are met. SOP 98-1 also
    defines which types of costs should be capitalized and which should be
    expensed. This accounting pronouncement

                                       44
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    resulted in certain costs being expensed starting in 1999 that would have
    been capitalized under the previous policy.

    g.  Goodwill

        Goodwill reflects the cost in excess of fair value of the net assets of
    companies acquired in purchase transactions. Goodwill is amortized using the
    straight-line method from the date of acquisition over the expected period
    to be benefited, currently estimated at 25 to 30 years. The Company assesses
    the recoverability of goodwill, as well as other long-lived assets, when
    there is an indication of possible impairment, based upon expectations of
    future undiscounted cash flows in accordance with SFAS No. 121, "Accounting
    for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
    Disposed Of." Accumulated amortization of goodwill was $76,865 and $128,662
    as of December 31, 1999 and 2000, respectively.

    h.  Customer Acquisition Costs

        Costs related to the acquisition of large volume accounts, net of
    revenues received for the initial transfer of the records, are capitalized
    and amortized for an appropriate period not to exceed 12 years. If the
    customer terminates its relationship with the Company, the unamortized cost
    is charged to expense. However, in the event of such termination, the
    Company collects, and records as income, permanent removal fees that
    generally equal or exceed the amount of the unamortized costs. As of
    December 31, 1999 and 2000, accumulated amortization of those costs were
    $4,004 and $5,975, respectively.

    i.  Deferred Financing Costs

        Deferred financing costs are amortized over the life of the related debt
    using the effective interest rate method. If debt is retired early,
    unamortized deferred financing costs are written off as an extraordinary
    charge in the period the debt is retired. As of December 31, 1999 and 2000,
    accumulated amortization of those costs was $5,517 and $5,592, respectively.

    j.  Investment in Preferred Stock

        In May 2000, the Company made a $6.5 million investment in the
    convertible preferred stock of a certain technology development company. The
    investment has been recorded at cost and is included in other assets in the
    accompanying consolidated balance sheet.

                                       45
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    k.  Accrued Expenses

    Accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                           -------------------
                                                             1999       2000
                                                           --------   --------
<S>                                                        <C>        <C>
Interest.................................................  $15,950    $ 33,657
Payroll and vacation.....................................   10,149      25,492
Restructuring costs......................................    9,340      28,514
Incentive compensation...................................    6,492      11,701
Other....................................................   26,588      53,927
                                                           -------    --------
                                                           $68,519    $153,291
                                                           =======    ========
</TABLE>

    l.  Revenues

        The Company's revenues consist of storage revenues as well as service
    and storage material sales revenues. Storage revenues consist of periodic
    charges related to the storage of materials (either on a per unit or per
    cubic foot of records basis). In certain circumstances, based upon customer
    requirements, storage revenues include periodic charges associated with
    normal, recurring service activities. Service and storage material sales
    revenues are comprised of charges for related service activities, the sale
    of storage materials and courier operations. In certain circumstances,
    storage material sales are recorded net of product costs when the Company
    functions as a sales representative of the product manufacturer and does not
    receive or take title to the products. Customers are generally billed on a
    monthly basis on contractually agreed-upon terms.

        Storage and service revenues are recognized in the month the respective
    service is provided. Storage material sales are recognized when shipped to
    the customer. Amounts related to future storage for customers where storage
    fees are billed in advance are accounted for as deferred income and
    amortized over the applicable period.

    m. Deferred Rent

        The Company has entered into various leases for buildings used in the
    storage of records. Certain leases have fixed escalation clauses or other
    features which require normalization of the rental expense over the life of
    the lease resulting in deferred rent being reflected in the accompanying
    consolidated balance sheets. In addition, the Company has assumed various
    above market leases in connection with certain of its acquisitions. The
    discounted present value of these lease obligations in excess of market rate
    at the date of the acquisition was recorded as a deferred rent liability and
    is being amortized over the remaining lives of the respective leases.

    n.  Stock-Based Compensation

        Effective January 1, 1996, the Company adopted the provisions of SFAS
    No. 123, "Accounting for Stock-Based Compensation." The Company has elected
    to continue to account for stock

                                       46
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    options at their intrinsic value with disclosure of the effects of fair
    value accounting on net income (loss) and earnings (loss) per share on a pro
    forma basis.

        During the second and third quarters of 2000, the Company entered into
    separation agreements with certain executives. The separation agreements for
    these executives included the acceleration of vesting and extension of the
    exercise period of previously granted stock options, which resulted in a
    non-cash charge of $15.1 million. In accordance with Accounting Principles
    Board Opinion No. 25, "Accounting for Stock Issued to Employees,"
    compensation is equal to the intrinsic value at the date of measurement, and
    recorded in the statement of operations as stock option compensation
    expense.

    o.  Merger-Related Expenses

        Merger-Related Expenses as presented in the accompanying consolidated
    financial statements relate primarily to non-capitalizable expenses directly
    related to the merger of the Company and Pierce Leahy and consist primarily
    of severance and pay-to-stay payments, cost of exiting certain facilities,
    system conversion costs and other transaction-related costs.

    p.  Reclassifications

        Certain reclassifications have been made to the 1998 and 1999 financial
    consolidated statements to conform to the 2000 presentation.

3. COMMON STOCK SPLIT

    On June 30, 1998, the Company's Board of Directors authorized and approved a
three-for-two stock split effected in the form of a dividend on the Company's
common stock. Such additional shares of common stock were issued on July 31,
1998 to all shareholders of record as of the close of business on July 17, 1998.
All issued and outstanding share and per share amounts in the accompanying
consolidated financial statements and Notes thereto have been restated to
reflect the stock split.

                                       47
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

4. DEBT

    Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                  DECEMBER 31,
                                                              ---------------------
                                                                1999        2000
                                                              --------   ----------
<S>                                                           <C>        <C>
Revolving Credit Facility due 2005..........................  $  5,000   $    4,000
Tranche A Term Loan due 2005................................        --      150,000
Tranche B Term Loan due 2006................................        --      199,750
11 1/8% Senior Subordinated Notes due 2006 (the "11 1/8%
  notes")...................................................        --      131,517
10 1/8% Senior Subordinated Notes due 2006 (the "10 1/8%
  notes")...................................................   165,000      165,000
9 1/8% Senior Subordinated Notes due 2007 (the "9 1/8%
  notes")...................................................        --      114,216
8 3/4% Senior Subordinated Notes due 2009 (the "8 3/4%
  notes")...................................................   249,606      249,646
8 1/4% Senior Subordinated Notes due 2011 (the "8 1/4%
  notes")...................................................   149,490      149,535
8 1/8% Senior Subordinated Notes due 2008 (the "Subsidiary
  notes")...................................................        --      120,850
Real Estate Mortgage........................................     2,048       20,457
Seller Notes................................................        --       13,971
Other.......................................................    41,803       36,189
                                                              --------   ----------
Long-term debt..............................................   612,947    1,355,131
Less current portion........................................    (9,890)     (40,789)
                                                              --------   ----------
Long-term debt, net of current portion......................  $603,057   $1,314,342
                                                              ========   ==========
</TABLE>

    a.  Revolving Credit Facility and Term Loans

        On August 14, 2000, the Company entered into an amended and restated
    revolving credit agreement (the "Amended Credit Agreement"). The Amended
    Credit Agreement replaces the Company's prior credit facility, increases the
    aggregate principal amount available to $750 million and includes two
    tranches of term debt. Tranches A and B represent term loans to the Company
    in principal amounts of $150 million and $200 million, respectively. The
    Tranche A term loan and the revolving credit component of the Amended Credit
    Agreement mature on January 31, 2005, while the Tranche B term loan matures
    on February 28, 2006. The interest rate on borrowings under the Amended
    Credit Agreement varies depending on the Company's choice of base rates,
    plus an applicable margin. Restrictive covenants under this agreement are
    similar to those under the Company's prior credit facility. As of
    December 31, 2000, the Company had outstanding borrowings of $353.8 million
    under the Amended Credit Agreement, and the interest rates in effect ranged
    from 8.72% to 11.25%. In connection with the refinancing of the Company's
    credit agreement, the Company recorded a loss on early extinguishment of
    debt of $2.9 million (net of tax benefit of $1.9 million).

        In December 2000, the Company entered into an interest rate swap
    contract to hedge the risk of changes in market interest rates on the
    Company's Tranche B term loan. The instrument is a variable-for-fixed swap
    of interest payments payable on the last two principal payments, $48,000 on
    November 30, 2005 and $51,500 on February 28, 2006, of Tranche B term loan.
    The notional value of the swap equals $99,500 and has a fixed rate of 5.9%
    and a variable rate based on periodic three-month LIBOR rates. In
    January 2001, the Company entered into a second interest rate swap

                                       48
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

4. DEBT (CONTINUED)
    contract on the Tranche B term loan. The notional value of the swap equals
    $96,000 and has a fixed rate of 5.5% and a variable rate based on periodic
    three-month LIBOR rates.

        The Amended Credit Agreement specifies certain minimum or maximum
    relationships between EBITDA (as defined therein) and interest, total debt
    and fixed charges. There are restrictions on dividends declared by the
    Company, sales or pledging of assets, investments and changes in business
    and ownership; cash dividends are effectively prohibited. The Company was in
    compliance with all debt covenants as of December 31, 2000. Loans under the
    Amended Credit Agreement are secured by pledges of the capital stock of all
    of the Company's domestic subsidiaries.

    b.  Publicly Issued Notes

        The Company has outstanding five series of senior subordinated notes
    issued to the public, that are obligations of the parent company, Iron
    Mountain Incorporated (the "Parent notes"):

       - $130 million principal amount of notes maturing on July 15, 2006 and
         bearing interest at a rate of 11 1/8% per annum, payable semi-annually
         in arrears on January 15 and July 15;

       - $165 million principal amount of notes maturing on October 1, 2006 and
         bearing interest at a rate of 10 1/8% per annum, payable semi-annually
         in arrears on April 1 and October 1;

       - $120 million principal amount of notes maturing on July 15, 2007 and
         bearing interest at a rate of 9 1/8% per annum, payable semi-annually
         in arrears on January 15 and July 15;

       - $250 million principal amount of notes maturing on September 30, 2009
         and bearing interest at a rate of 8 3/4% per annum, payable
         semi-annually in arrears on March 31 and September 30; and

       - $150 million principal amount of notes maturing on July 1, 2011 and
         bearing interest at a rate of 8 1/4% per annum, payable semi-annually
         in arrears on January 1 and July 1.

        The Parent notes are fully and unconditionally guaranteed, on a senior
    subordinated basis, by substantially all of the Company's direct and
    indirect wholly owned domestic subsidiaries (the "Guarantors"). These
    guarantees are joint and several obligations of the Guarantors. In addition,
    the 11 1/8% notes and the 9 1/8% notes are secured by a second lien on 65%
    of the stock of Iron Mountain Canada Corporation ("Canada Company"). The
    remainder of the Company's subsidiaries do not guarantee the Parent notes.

        In addition, Canada Company, the Company's principal Canadian
    subsidiary, has publicly issued $135 million principal amount of notes that
    mature on May 15, 2008 and bear interest at a rate of 8 1/8% per annum,
    payable semi-annually in arrears on May 15 and November 15. The Subsidiary
    notes are general unsecured obligations of Canada Company, ranking PARI
    PASSU in right of payment to all of Canada Company's existing and future
    senior unsecured indebtedness. The Subsidiary notes are fully and
    unconditionally guaranteed, on a senior subordinated basis, by Iron Mountain
    and the Guarantors. In addition, several of the non-guarantors that are
    organized under

                                       49
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

4. DEBT (CONTINUED)
    the laws of Canadian provinces fully and unconditionally guarantee the
    Subsidiary notes on a senior basis. As with the Parent Notes, these
    guarantees are joint and several.

        Each of the indentures for the notes provides that the Company may
    redeem the outstanding notes, in whole or in part, upon satisfaction of
    certain terms and conditions. In any redemption, the Company is also
    required to pay all accrued but unpaid interest on the outstanding notes.

    The following table presents the various redemption dates and prices of the
public notes. The redemption dates reflect the date at or after which the notes
may be redeemed at a premium redemption price. After these dates, the notes may
be redeemed at 100% of face value through maturity:

<TABLE>
<CAPTION>
                        11 1/8%     10 1/8%      9 1/8%       8 3/4%       8 1/4%    SUBSIDIARY
                         NOTES       NOTES       NOTES         NOTES        NOTES      NOTES
     REDEMPTION         --------   ----------   --------   -------------   -------   ----------
        DATE
---------------------   JULY 15,   OCTOBER 1,   JULY 15,   SEPTEMBER 30,   JULY 1,    MAY 15,
<S>                     <C>        <C>          <C>        <C>             <C>       <C>
        2001            105.563%     105.06%         --            --           --          --
        2002            103.708%     103.38%    104.563%      104.375%          --          --
        2003            101.854%     101.69%    103.042%      102.916%          --     104.063%
        2004                 --          --     101.521%      101.458%     104.125%    102.708%
        2005                 --          --          --            --      102.750%    101.354%
        2006                 --          --          --            --      101.375%         --
</TABLE>

    Prior to September 30, 2002, the 8 3/4% notes are redeemable at the
Company's option, in whole or in part, at a specified make-whole price.

    Prior to July 1, 2004, the 8 1/4% notes are redeemable at the Company's
option, in whole or in part, at a specified make-whole price. Until July 1,
2002, the Company may under certain conditions redeem up to 35% of the 8 1/4%
notes with the net proceeds of one or more equity offerings, at a redemption
price of 108.25% of the principal amount.

    In addition, until May 15, 2001, the Company may under certain conditions
redeem up to 35% of the Subsidiary notes with the net proceeds of a public
equity offering, at a redemption price of 108.125% of the principal amount.

    Each of the indentures for the notes provides that the Company or, in the
case of the Subsidiary notes, Canada Company must repurchase, at the option of
the holders, the notes at 101% of their principal amount, plus accrued and
unpaid interest, upon the occurrence of a "Change of Control," which is defined
in each respective indenture. Except for required repurchases upon the
occurrence of a change of control or in the event of certain asset sales, each
as described in the respective indenture, the Company is not required to make
sinking fund or redemption payments with respect to any of the notes.

    The indentures for the notes contain restrictive covenants similar to those
contained in the credit agreement.

                                       50
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

4. DEBT (CONTINUED)
    The 9 1/8% notes, the 11 1/8% notes and the Subsidiary notes were assumed in
the Pierce Leahy merger and were recorded at their fair market value on the date
of merger. The resulting net discount is being amortized over the remaining
period to maturity using the effective interest rate method.

    h.  Real Estate Mortgages

    In connection with the purchase of real estate and acquisitions, the Company
assumed several mortgages on real property. The mortgages bear interest at rates
ranging from 8% to 10.5% that is payable in various installments through 2009.

    i.  Seller Notes

    In connection with the merger with Pierce Leahy in 2000, the Company assumed
debt related to certain existing notes. These notes had been issued to sellers
by Pierce Leahy in connection with certain acquisitions which Pierce Leahy
completed in 1998 and 1999. The notes bear interest at rates ranging from 5% to
8% per year. The outstanding balance on the seller notes at December 31, 2000 is
due on demand through 2009.

    j.  Other

    Other long-term debt includes various notes and obligations assumed by the
Company as a result of certain acquisitions completed by the Company during 1998
through 2000. At December 31, 2000, the Company's 50.1% owned subsidiary, IM
Europe, had various agreements with its local banks that provide for
$30.6 million of credit and carried an average effective interest rate of 6.79%.

    Maturities of long-term debt are as follows:

<TABLE>
<CAPTION>
YEAR                                                            AMOUNT
----                                                          ----------
<S>                                                           <C>
2001........................................................  $   40,789
2002........................................................       8,465
2003........................................................       9,574
2004........................................................       4,915
2005........................................................     301,951
Thereafter..................................................     989,437
                                                              ----------
                                                              $1,355,131
                                                              ==========
</TABLE>

                                       51
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

4. DEBT (CONTINUED)

    Based on the borrowing rates currently available to the Company for loans
with similar terms and average maturities, the Company has estimated the
following fair values for its long-term debt as of December 31:

<TABLE>
<CAPTION>
                                             1999                  2000
                                      -------------------   -------------------
                                      CARRYING     FAIR     CARRYING     FAIR
                                       AMOUNT     VALUE      AMOUNT     VALUE
                                      --------   --------   --------   --------
<S>                                   <C>        <C>        <C>        <C>
Revolving Credit Facility...........  $  5,000   $  5,000   $  4,000   $  4,000
Tranche A Term Loan.................        --         --    150,000    150,000
Tranche B Term Loan.................        --         --    199,750    199,750
11 1/8% notes.......................        --         --    131,517    136,500
10 1/8% notes.......................   165,000    167,900    165,000    170,800
9 1/8% notes........................        --         --    114,216    118,800
8 3/4% notes........................   249,606    237,500    249,646    245,600
8 1/4% notes........................   149,490    136,100    149,535    141,400
Subsidiary notes....................        --         --    120,850    128,600
Real estate mortgage................     2,048      2,048     20,457     20,457
Seller Notes........................        --         --     13,971     13,971
Other...............................    41,803     41,803     36,189     36,189
</TABLE>

5. SELECTED CONSOLIDATED FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND
NON-GUARANTORS

    The following financial data summarizes the consolidating Company on the
equity method of accounting as of December 31, 2000 and 1999 and for the year
ended December 31, 2000 and 1999. The Guarantor column includes all subsidiaries
that guarantee the Parent notes and the Subsidiary notes. The Canada Company
column includes Canada Company and the Company's other Canadian subsidiaries
that guarantee the Subsidiary notes, but do not guarantee the Parent notes. The
Parent and the Guarantors also guarantee the Canada Company notes. The
subsidiaries that do not guarantee either the Parent notes or the Subsidiary
notes are referred to in the table as the "non-guarantors."

                                       52
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

5. SELECTED CONSOLIDATED FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND
NON-GUARANTORS (CONTINUED)

<TABLE>
<CAPTION>
                                                                DECEMBER 31, 2000
                                  -----------------------------------------------------------------------------
                                                             CANADA       NON-
                                    PARENT     GUARANTORS   COMPANY    GUARANTORS   ELIMINATIONS   CONSOLIDATED
                                  ----------   ----------   --------   ----------   ------------   ------------
<S>                               <C>          <C>          <C>        <C>          <C>            <C>
ASSETS
Current Assets:
  Cash and Cash Equivalents.....  $      191   $    3,336   $    302    $  2,371    $        --     $    6,200
  Accounts Receivable...........       7,060      140,095     12,370      16,917             --        176,442
  Intercompany Receivable
    (Payable)...................     795,522     (658,022)   (98,386)    (45,060)         5,946             --
  Other Current Assets..........         531       46,605        827       6,063             --         54,026
                                  ----------   ----------   --------    --------    -----------     ----------
    Total Current Assets........     803,304     (467,986)   (84,887)    (19,709)         5,946        236,668
Property, Plant and Equipment,
  net...........................      99,549      586,504     66,953      79,388             --        832,394
Other Assets:
  Long-term Intercompany
    Receivable..................     344,300           --         --          --       (344,300)            --
  Long-term Notes Receivable
    from Affiliates.............     607,600      124,100         --          --       (731,700)            --
  Investment in Subsidiaries....     370,830       49,626         --          --       (420,456)            --
  Goodwill, net.................          --    1,255,302    138,663     121,096         10,569      1,525,630
  Other.........................      20,986       42,956     11,036       1,834        (12,408)        64,404
                                  ----------   ----------   --------    --------    -----------     ----------
    Total Other Assets..........   1,343,716    1,471,984    149,699     122,930     (1,498,295)     1,590,034
                                  ----------   ----------   --------    --------    -----------     ----------
    Total Assets................  $2,246,569   $1,590,502   $131,765    $182,609    $(1,492,349)    $2,659,096
                                  ==========   ==========   ========    ========    ===========     ==========

LIABILITIES AND SHAREHOLDERS'
  EQUITY
  Total Current Liabilities.....  $   26,921   $  189,362   $ 12,429    $ 79,378    $     5,963     $  314,053
  Long-term Debt, Net of Current
    Portion.....................   1,170,884        3,513    124,834      15,111             --      1,314,342
  Long-term Intercompany
    Payable.....................          --      344,300         --          --       (344,300)            --
  Long-term Notes Payable to
    Affiliates..................     124,100      607,600         --          --       (731,700)            --
  Other Long-term Liabilities...         206       73,693        113       1,610        (12,408)        63,214
  Minority Interest.............          --           --         --      (1,636)        44,665         43,029
  Shareholders' Equity..........     924,458      372,034     (5,611)     88,146       (454,569)       924,458
                                  ----------   ----------   --------    --------    -----------     ----------
    Total Liabilities and
      Shareholders' Equity......  $2,246,569   $1,590,502   $131,765    $182,609    $(1,492,349)    $2,659,096
                                  ==========   ==========   ========    ========    ===========     ==========
</TABLE>

                                       53
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

5. SELECTED CONSOLIDATED FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND
NON-GUARANTORS (CONTINUED)

<TABLE>
<CAPTION>
                                                             DECEMBER 31, 1999
                                     ------------------------------------------------------------------
                                                                  NON-
                                       PARENT     GUARANTORS   GUARANTORS   ELIMINATIONS   CONSOLIDATED
                                     ----------   ----------   ----------   ------------   ------------
<S>                                  <C>          <C>          <C>          <C>            <C>
ASSETS
Current Assets:
  Cash and Cash Equivalents........  $       --   $    2,260    $  1,570    $        --     $    3,830
  Accounts Receivable..............          --       93,076      10,998             --        104,074
  Other Current Assets.............          --       42,312       6,718        (13,270)        35,760
                                     ----------   ----------    --------    -----------     ----------
    Total Current Assets...........          --      137,648      19,286        (13,270)       143,664
Property, Plant and Equipment,
  net..............................          --      352,784      50,955             --        403,739
Other Assets:
  Due From Affiliates..............     224,826           --          --       (224,826)            --
  Long-term Notes Receivable from
    Affiliates.....................     557,123           --          --       (557,123)            --
  Investment in Subsidiaries.......     276,291       52,971          --       (329,262)            --
  Goodwill, net....................          --      623,285     105,928             --        729,213
  Other............................      15,908       24,036         652             --         40,596
                                     ----------   ----------    --------    -----------     ----------
    Total Other Assets.............   1,074,148      700,292     106,580     (1,111,211)       769,809
                                     ----------   ----------    --------    -----------     ----------
    Total Assets...................  $1,074,148   $1,190,724    $176,821    $(1,124,481)    $1,317,212
                                     ==========   ==========    ========    ===========     ==========
LIABILITIES AND SHAREHOLDERS'
  EQUITY
  Total Current Liabilities........  $   15,398   $  100,630    $ 47,590    $   (13,270)    $  150,348
  Long-term Debt, Net of Current
    Portion........................     569,996        2,942      30,119             --        603,057
  Due to Affiliates................          --      224,793          33       (224,826)            --
  Long-term Notes Payable to
    Affiliates.....................          --      557,123          --       (557,123)            --
  Other Long-term Liabilities......          --       31,497       1,278             --         32,775
  Minority Interest................          --           --      42,278             --         42,278
  Shareholders' Equity.............     488,754      273,739      55,523       (329,262)       488,754
                                     ----------   ----------    --------    -----------     ----------
    Total Liabilities and
      Shareholders' Equity.........  $1,074,148   $1,190,724    $176,821    $(1,124,481)    $1,317,212
                                     ==========   ==========    ========    ===========     ==========
</TABLE>

                                       54
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

5. SELECTED CONSOLIDATED FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND
NON-GUARANTORS (CONTINUED)

<TABLE>
<CAPTION>
                                                             YEAR ENDED DECEMBER 31, 2000
                                      ---------------------------------------------------------------------------
                                                               CANADA       NON-
                                       PARENT    GUARANTORS   COMPANY    GUARANTORS   ELIMINATIONS   CONSOLIDATED
                                      --------   ----------   --------   ----------   ------------   ------------
<S>                                   <C>        <C>          <C>        <C>          <C>            <C>
Revenues:
  Storage...........................  $  3,191    $518,136    $ 24,338    $39,999       $    --        $585,664
  Service and Storage Material
    Sales...........................    17,570     333,228      25,240     28,724        (4,055)        400,707
                                      --------    --------    --------    -------       -------        --------
    Total Revenues..................    20,761     851,364      49,578     68,723        (4,055)        986,371

Operating Expenses:
  Cost of Sales (Excluding
    Depreciation)...................    11,173     408,336      24,149     39,113            --         482,771
  Selling, General and
    Administrative..................     5,350     215,547      12,522     17,195        (4,055)        246,559
  Depreciation and Amortization.....     3,329     107,748       6,172      9,561            --         126,810
  Stock Option Compensation
    Expense.........................        --      14,940          --        170            --          15,110
  Merger-Related Expenses...........        --       8,420         273        440            --           9,133
                                      --------    --------    --------    -------       -------        --------
    Total Operating Expenses........    19,852     754,991      43,116     66,479        (4,055)        880,383
                                      --------    --------    --------    -------       -------        --------

Operating Income....................       909      96,373       6,462      2,244            --         105,988

Interest Expense, net...............    41,857      55,999      12,576      7,543            --         117,975
Equity in the (Earnings) Losses of
  Subsidiaries......................    (7,565)      2,766          --         --         4,799              --
Other Expense, net..................        --        (397)     (5,590)       (58)           --          (6,045)
                                      --------    --------    --------    -------       -------        --------

  Income (Loss) Before Provision
    (Benefit) for Income Taxes and
    Minority Interest...............   (33,383)     37,211     (11,704)    (5,357)       (4,799)        (18,032)

Provision (Benefit) for Income
  Taxes.............................    (8,007)     18,697      (1,860)       295            --           9,125
Minority Interest in Earnings
  (Losses) of Subsidiaries..........        --          --          --     (2,224)           --          (2,224)
                                      --------    --------    --------    -------       -------        --------

  Income (Loss) before Extraordinary
    Item............................   (25,376)     18,514      (9,844)    (3,428)       (4,799)        (24,933)

Extraordinary Charge from Early
  Extinguishment of Debt (Net of Tax
  Benefit of $1,928)................    (2,449)       (443)         --         --            --          (2,892)
                                      --------    --------    --------    -------       -------        --------

  Net Income (Loss).................  $(27,825)   $ 18,071    $ (9,844)   $(3,428)      $(4,799)       $(27,825)
                                      ========    ========    ========    =======       =======        ========
</TABLE>

                                       55
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

5. SELECTED CONSOLIDATED FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND
NON-GUARANTORS (CONTINUED)

<TABLE>
<CAPTION>
                                                          YEAR ENDED DECEMBER 31, 1999
                                        ----------------------------------------------------------------
                                                                   NON-
                                         PARENT    GUARANTORS   GUARANTORS   ELIMINATIONS   CONSOLIDATED
                                        --------   ----------   ----------   ------------   ------------
<S>                                     <C>        <C>          <C>          <C>            <C>
Revenues:
  Storage.............................  $     --    $297,988     $19,399       $     --       $317,387
  Service and Storage Material
    Sales.............................        --     189,127      13,035             --        202,162
                                        --------    --------     -------       --------       --------
    Total Revenues....................        --     487,115      32,434             --        519,549
Operating Expenses:
  Cost of Sales (Excluding
    Depreciation).....................        --     242,537      18,393             --        260,930
  Selling, General and
    Administrative....................       258     122,276       6,414             --        128,948
  Depreciation and Amortization.......        --      61,248       4,174             --         65,422
                                        --------    --------     -------       --------       --------
    Total Operating Expenses..........       258     426,061      28,981             --        455,300
                                        --------    --------     -------       --------       --------
Operating Income (Loss)...............      (258)     61,054       3,453             --         64,249
Interest Expense, net.................     1,457      51,655       1,313             --         54,425
Equity in the (Earnings) Losses of
  Subsidiaries........................    12,504         (43)         --        (12,461)            --
Other (Expense) Income, net...........        --          50         (33)            --             17
                                        --------    --------     -------       --------       --------
  Income (Loss) Before Provision
    (Benefit) for Income Taxes and
    Minority Interest.................   (14,219)      9,492       2,107         12,461          9,841
Provision for Income Taxes............        --       8,990       1,589             --         10,579
Minority Interest in Earnings of
  Subsidiaries........................        --          --         322             --            322
                                        --------    --------     -------       --------       --------
  Income (Loss) from Continuing
    Operations........................   (14,219)        502         196         12,461         (1,060)
Income from Discontinued Operations...        --         241          --             --            241
Loss on Sale of Discontinued
  Operations..........................        --     (13,400)         --             --        (13,400)
                                        --------    --------     -------       --------       --------
  Net Income (Loss)...................  $(14,219)   $(12,657)    $   196       $ 12,461       $(14,219)
                                        ========    ========     =======       ========       ========
</TABLE>

                                       56
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

5. SELECTED CONSOLIDATED FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND
NON-GUARANTORS (CONTINUED)

<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31, 2000
                                          ----------------------------------------------------------------------------
                                                                    CANADA       NON-
                                           PARENT     GUARANTORS   COMPANY    GUARANTORS   ELIMINATIONS   CONSOLIDATED
                                          ---------   ----------   --------   ----------   ------------   ------------
<S>                                       <C>         <C>          <C>        <C>          <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Cash Flows Provided by (Used in)
    Operating Activities................  $(101,411)   $260,901    $(3,721)    $ 1,835       $     --       $157,604

CASH FLOWS FROM INVESTING ACTIVITIES:
  Cash Paid for Acquisitions, net of
    cash acquired.......................     (4,885)    (85,343)   (35,558)    (15,154)            --       (140,940)
  Capital Expenditures..................    (19,629)   (127,255)    (6,896)    (14,926)            --       (168,706)
  Investment in Convertible Preferred
    Stock...............................         --      (6,524)        --          --             --         (6,524)
  Intercompany Loans to Subsidiaries....   (259,462)    (14,620)        --          --        274,082             --
  Investment in Subsidiaries............     (3,047)     (3,047)        --          --          6,094             --
  Additions to Customer Acquisition
    Costs...............................         --     (11,181)    (1,509)        (89)            --        (12,779)
  Proceeds from Sales of Property and
    Equipment...........................         --       1,133         --         187             --          1,320
                                          ---------    --------    -------     -------       --------       --------
    Cash Flows Used in Investing
      Activities........................   (287,023)   (246,837)   (43,963)    (29,982)       280,176       (327,629)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of Debt.....................   (402,384)   (174,200)    (7,026)    (13,134)            --       (596,744)
  Proceeds from Borrowings..............    397,085         971      1,149       5,788             --        404,993
  Proceeds from Term Loans..............    350,000          --         --          --             --        350,000
  Debt Financing and Equity Contribution
    from Minority Shareholder...........                     --         --      11,430             --         11,430
  Intercompany Loans from Parent........     41,241     157,146     53,867      21,828       (274,082)            --
  Equity Contribution from Parent.......         --       3,047         --       3,047         (6,094)            --
  Proceeds from Exercise of Stock
    Options.............................      8,180          --         --          --             --          8,180
  Debt Financing and Stock Issuance
    Costs...............................     (5,497)         48         --          --             --         (5,449)
                                          ---------    --------    -------     -------       --------       --------
    Cash Flows Provided by (Used in)
      Financing Activities..............    388,625     (12,988)    47,990      28,959       (280,176)       172,410

EFFECT OF EXCHANGE RATES ON CASH AND
  CASH EQUIVALENTS......................         --          --         (4)        (11)            --            (15)
                                          ---------    --------    -------     -------       --------       --------

INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS...........................        191       1,076        302         801             --          2,370

CASH AND CASH EQUIVALENTS, BEGINNING OF
  PERIOD................................         --       2,260         --       1,570             --          3,830
                                          ---------    --------    -------     -------       --------       --------

CASH AND CASH EQUIVALENTS, END OF
  PERIOD................................  $     191    $  3,336    $   302     $ 2,371       $     --       $  6,200
                                          =========    ========    =======     =======       ========       ========
</TABLE>

                                       57
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

5. SELECTED CONSOLIDATED FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND
NON-GUARANTORS (CONTINUED)

<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31, 1999
                                            -----------------------------------------------------------------
                                                                        NON-
                                             PARENT     GUARANTORS   GUARANTORS   ELIMINATIONS   CONSOLIDATED
                                            ---------   ----------   ----------   ------------   ------------
<S>                                         <C>         <C>          <C>          <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Cash Flows Provided by (Used in)
    Continuing Operations.................  $ (17,837)  $  73,389     $    722      $      --     $  56,274
  Cash Flows Used in Discontinued
    Operations............................         --        (836)          --             --          (836)
                                            ---------   ---------     --------      ---------     ---------
    Cash Flows Provided by (Used in)
      Operating Activities................    (17,837)     72,553          722             --        55,438
CASH FLOWS FROM INVESTING ACTIVITIES:
  Cash Paid for Acquisitions, net of cash
    acquired..............................     (2,398)   (132,078)     (77,684)            --      (212,160)
  Capital Expenditures....................         --     (85,079)     (13,578)            --       (98,657)
  Intercompany Loans to Subsidiaries......   (158,657)         --           --        158,657            --
  Investment in Subsidiaries..............    (51,550)    (51,550)          --        103,100            --
  Additions to Customer Acquisition
    Costs.................................         --      (8,122)          --             --        (8,122)
                                            ---------   ---------     --------      ---------     ---------
    Cash Flows Used in Continuing
      Operations..........................   (212,605)   (276,829)     (91,262)       261,757      (318,939)
    Cash Flows Provided by Discontinued
      Operations..........................         --       7,814           --             --         7,814
                                            ---------   ---------     --------      ---------     ---------
    Cash Flows Used in Investing
      Activities..........................   (212,605)   (269,015)     (91,262)       261,757      (311,125)
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of Debt.......................   (246,400)       (916)      (2,338)            --      (249,654)
  Proceeds from Borrowings................    216,100          --       19,041             --       235,141
  Debt Financing from Minority
    Shareholder...........................         --          --       11,636             --        11,636
  Net Proceeds from Sale of Senior
    Subordinated Notes....................    149,460          --           --             --       149,460
  Net Proceeds from Equity Offering.......    153,755          --           --             --       153,755
  Repurchase of Common Stock..............    (39,484)         --           --             --       (39,484)
  Intercompany Loans from Parent..........         --     146,385       12,272       (158,657)           --
  Equity Contribution from Parent.........         --      51,550       51,550       (103,100)           --
  Proceeds from Exercise of Stock
    Options...............................      3,589          --           --             --         3,589
  Debt Financing and Stock Issuance
    Costs.................................     (6,590)         --           --             --        (6,590)
                                            ---------   ---------     --------      ---------     ---------
    Cash Flows Provided by Financing
      Activities..........................    230,430     197,019       92,161       (261,757)      257,853
EFFECT OF EXCHANGE RATES ON CASH AND CASH
  EQUIVALENTS.............................         --          --          (51)            --           (51)
                                            ---------   ---------     --------      ---------     ---------

INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS.............................        (12)        557        1,570             --         2,115

CASH AND CASH EQUIVALENTS, BEGINNING OF
  PERIOD..................................         12       1,703           --             --         1,715
                                            ---------   ---------     --------      ---------     ---------

CASH AND CASH EQUIVALENTS, END OF
  PERIOD..................................  $      --   $   2,260     $  1,570      $      --     $   3,830
                                            =========   =========     ========      =========     =========
</TABLE>

                                       58
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

6. ACQUISITIONS

    On February 1, 2000, the Company completed its acquisition of Pierce Leahy
in a stock-for-stock merger valued at $1.0 billion. The total consideration for
this transaction was comprised of: (i) 18.8 million shares of the Company's
common stock with a fair value of $421.2 million; (ii) 1.6 million options to
acquire the Company's common stock with a fair value of $25.3 million;
(iii) assumed debt with a fair value of $584.9 million; and (iv) approximately
$4.3 million of capitalized transaction costs.

    The Company purchased substantially all of the assets and assumed certain
liabilities of 15, 17 and 12 records management businesses during 1998, 1999 and
2000, respectively. Each of these acquisitions was accounted for using the
purchase method of accounting, and accordingly, the results of operations for
each acquisition have been included in the consolidated results of the Company
from their respective acquisition dates. The excess of the purchase price over
the underlying fair value of the assets and liabilities of each acquisition has
been assigned to goodwill and is being amortized over the estimated benefit
period of 25 to 30 years. Consideration for the various acquisitions included:
(i) cash, which was provided through the Company's credit facilities, the
Company's 1998 and 1999 equity offerings and the issuance of the 10 1/8%, 8 3/4%
and 8 1/4% notes; (ii) issuances of the Company's common stock and options to
purchase the Company's common stock; and (iii) certain net assets of businesses
previously acquired.

    A summary of the consideration paid and the allocation of the purchase price
of the acquisitions is as follows:

<TABLE>
<CAPTION>
                                                                1998       1999        2000
                                                              --------   --------   ----------
<S>                                                           <C>        <C>        <C>
Cash Paid...................................................  $189,729   $212,160   $  146,243
Fair Value of Common Stock Issued...........................    51,448     46,000      421,220
Fair Value of Options Issued................................    15,655         --       25,291
Fair Value of Debt Assumed..................................        --         --      584,906
Fair Value of Certain Net Assets of Businesses Previously
  Acquired..................................................     3,000      2,489        1,063
                                                              --------   --------   ----------
  Total Consideration.......................................   259,832    260,649    1,178,723
                                                              --------   --------   ----------
Fair Value of Assets Acquired...............................    89,053    110,206      436,206
Liabilities Assumed.........................................   (38,165)   (92,044)    (125,650)
                                                              --------   --------   ----------
  Fair Value of Net Assets Acquired.........................    50,888     18,162      310,556
                                                              --------   --------   ----------
Recorded Goodwill...........................................  $208,944   $242,487   $  868,167
                                                              ========   ========   ==========
</TABLE>

    Allocation of the purchase price for the 2000 acquisitions was based on
estimates of the fair value of net assets acquired, and is subject to
adjustment. The purchase price allocations of certain 2000 transactions are
subject to finalization of the assessment of the fair value of property, plant
and equipment, operating leases and deferred income taxes. The Company is not
aware of any information that would indicate that the final purchase price
allocations will differ significantly from preliminary estimates.

                                       59
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

6. ACQUISITIONS (CONTINUED)
    The following unaudited pro forma combined information shows the results of
the Company's operations for the years ended December 31, 1999 and 2000 as
though each of the significant acquisitions completed during 1999 and 2000 had
occurred on January 1, 1999:

<TABLE>
<CAPTION>
                                                             1999        2000
                                                           --------   ----------
<S>                                                        <C>        <C>
Revenues.................................................  $934,078   $1,049,221
Net Loss from Continuing Operations Before Extraordinary
  Item...................................................    (6,876)     (27,234)
Loss from Continuing Operations Before Extraordinary Item
  per Share--Basic and Diluted...........................     (0.13)       (0.50)
</TABLE>

    The pro forma results have been prepared for comparative purposes only and
are not necessarily indicative of the actual results of operations had the
acquisitions taken place as of January 1, 1999 or the results that may occur in
the future. Furthermore, the pro forma results do not give effect to all cost
savings or incremental costs which may occur as a result of the integration and
consolidation of the acquired businesses. Certain acquisitions completed in 1999
and 2000 are not included in the pro forma results as their effect was
immaterial.

    In connection with the acquisitions completed in 1998, 1999 and 2000, the
Company has undertaken certain restructurings of the acquired businesses. The
restructuring activities include certain reductions in staffing levels,
elimination of duplicate facilities and other costs associated with exiting
certain activities of the acquired businesses. These restructuring activities
were recorded as costs of the acquisitions and were provided in accordance with
Emerging Issues Task Force Issue No. 95-3, "Recognition of Liabilities in
Connection with a Purchase Business Combination." The Company finalizes its
restructuring plans for each business no later than one year from the date of
acquisition. Unresolved matters at December 31, 2000 primarily include
completion of planned abandonments of facilities and severances for certain
acquisitions completed during 2000.

    The following is a summary of reserves related to such restructuring
activities:

<TABLE>
<CAPTION>
                                                     1998       1999       2000
                                                   --------   --------   --------
<S>                                                <C>        <C>        <C>
Reserves, beginning of the year..................  $ 5,443    $10,482    $ 9,340
Reserves established.............................   11,368      4,234     31,409
Expenditures.....................................   (4,690)    (4,843)    (7,539)
Adjustments to goodwill..........................   (1,639)      (533)    (4,696)
                                                   -------    -------    -------
Reserves, end of the year........................  $10,482    $ 9,340    $28,514
                                                   =======    =======    =======
</TABLE>

    At December 31, 1999 the restructuring reserves related to acquisitions
consisted of lease losses on abandoned facilities ($4.8 million), severance
costs for approximately 12 people ($1.5 million) and other exit costs
($3.0 million). These accruals are expected to be used within one year of the
finalization of the restructuring plan except for lease losses of $4.6 million
and severance contracts of approximately $1.1 million, all of which are based on
contracts that extend beyond one year.

                                       60
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

6. ACQUISITIONS (CONTINUED)
    At December 31, 2000 the restructuring reserves related to acquisitions
consisted of lease losses on abandoned facilities ($18.4 million), severance
costs for approximately 17 people ($3.2 million) and move and other exit costs
($6.9 million). These accruals are expected to be used within one year of the
finalization of the restructuring plan except for lease losses of $11.1 million
and severance contracts of approximately $0.7 million, all of which are based on
contracts that extend beyond one year.

7. CAPITAL STOCK AND STOCK OPTIONS

a.  Capital Stock

    On May 17, 1999, the Company issued and sold an aggregate of 5,750,000
shares (including 750,000 shares to cover over-allotments) of its common stock
in an underwritten public offering. Net proceeds to the Company after deducting
underwriters' discounts and commissions were $153.8 million and were used to
repay outstanding bank debt, to repurchase all of the Company's common stock
issued in connection with the acquisition of Data Base, Inc. completed in 1999
and for general corporate purposes.

    The following table summarizes the number of shares authorized, issued and
outstanding for each issue of the Company's capital stock as of December 31:

<TABLE>
<CAPTION>
                                             AUTHORIZED           NUMBER OF SHARES ISSUED         OUTSTANDING
                             PAR      -------------------------   -----------------------   -----------------------
EQUITY TYPE                 VALUE        1999          2000          1999         2000         1999         2000
-----------                --------   -----------   -----------   ----------   ----------   ----------   ----------
<S>                        <C>        <C>           <C>           <C>          <C>          <C>          <C>
Preferred stock..........    $.01       2,000,000    10,000,000           --           --           --           --
Common stock--voting.....     .01     100,000,000   150,000,000   36,943,612   55,279,898   35,467,035   55,279,898
Common stock--nonvoting..     .01       1,000,000            --           --           --           --           --
</TABLE>

b.  Stock Options

    A total of 6,667,664 shares of common stock have been reserved for grants of
options and other rights under the Company's various stock incentive plans and
employee stock purchase plan.

    During 2000, the Company assumed the two existing stock option plans of
Pierce Leahy, resulting in 1.6 million additional stock options outstanding. The
options were accounted for as additional purchase price at their fair value.

    During 1998, the Company assumed two existing stock option plans from an
acquired company and options under the existing plans were converted into
options to purchase 885,944 shares of the Company's common stock under such
plans. No new options may be issued under these plans. The options were
accounted for as additional purchase price based on the fair value of the
options when issued.

                                       61
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

7. CAPITAL STOCK AND STOCK OPTIONS (CONTINUED)
    The following is a summary of stock option transactions, including those
issued to employees of acquired companies, during the applicable periods,
excluding transactions under the employee stock purchase plan:

<TABLE>
<CAPTION>
                                                                 WEIGHTED AVERAGE
                                                      OPTIONS     EXERCISE PRICE
                                                     ---------   ----------------
<S>                                                  <C>         <C>
Options outstanding, December 31, 1997.............  1,676,048        $12.17
Granted............................................    287,074         25.41
Issued in Connection With Acquisitions.............    885,944          7.68
Exercised..........................................   (566,615)         7.88
Canceled...........................................   (116,132)        12.36
                                                     ---------
Options outstanding, December 31, 1998.............  2,166,319         13.21
Granted............................................    442,043         32.07
Exercised..........................................   (263,281)        10.86
Canceled...........................................    (90,276)        20.27
                                                     ---------
Options outstanding, December 31, 1999.............  2,254,805         16.91
Granted............................................    560,491         33.40
Issued in Connection With Acquisitions.............  1,644,760         10.99
Exercised..........................................   (903,317)         7.07
Canceled...........................................   (191,044)        26.70
                                                     ---------
Options outstanding, December 31, 2000.............  3,365,695         18.83
                                                     =========
</TABLE>

    Except for the options granted in connection with acquisitions, the stock
options were granted with exercise prices equal to the market price of the stock
at the date of grant. The majority of options become exercisable ratably over a
period of five years unless the holder terminates employment. The number of
shares available for grant at December 31, 2000 was 1,833,949.

    Effective January 1, 1996, the Company adopted the provisions of SFAS
No. 123, "Accounting for Stock-Based Compensation." The Company has elected to
continue to account for stock options issued to employees at their intrinsic
value with disclosure of fair value accounting on net loss and loss per share on
a pro forma basis. Had the Company elected to recognize compensation cost based
on the

                                       62
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

7. CAPITAL STOCK AND STOCK OPTIONS (CONTINUED)
fair value of the options granted at grant date as prescribed by SFAS No. 123,
net loss and net loss per share would have been increased to the pro forma
amounts indicated in the table below:

<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31,
                                                  ------------------------------
                                                    1998       1999       2000
                                                  --------   --------   --------
<S>                                               <C>        <C>        <C>
Loss from continuing operations, as reported....  $(3,167)   $ (1,060)  $(24,933)
Loss from continuing operations, pro forma......   (4,071)     (2,486)   (27,877)
Net loss, as reported...........................   (2,966)    (14,219)   (27,825)
Net loss, pro forma.............................   (3,870)    (15,645)   (30,769)
Loss from continuing operations--basic and
  diluted, as reported..........................    (0.12)      (0.03)     (0.47)
Loss from continuing operations--basic and
  diluted, pro forma............................    (0.15)      (0.07)     (0.52)
Net loss per share--basic and diluted, as
  reported......................................    (0.11)      (0.43)     (0.52)
Net loss per share--basic and diluted, pro
  forma.........................................    (0.14)      (0.47)     (0.58)
</TABLE>

    The weighted average fair value of options granted in 1998, 1999 and 2000
was $8.92, $12.31 and $12.99 per share, respectively. The values were estimated
on the date of grant using the Black-Scholes option pricing model. The following
table summarizes the weighted average assumptions used for grants in the year
ended December 31:

<TABLE>
<CAPTION>
ASSUMPTION                                        1998        1999        2000
----------                                      ---------   ---------   ---------
<S>                                             <C>         <C>         <C>
Expected volatility...........................       28.4%       31.5%       31.5%
Risk-free interest rate.......................       5.11        5.69        5.99
Expected dividend yield.......................       None        None        None
Expected life of the option...................  5.0 years   5.0 years   5.0 years
</TABLE>

    The following table summarizes additional information regarding options
outstanding and exercisable at December 31, 2000:

<TABLE>
<CAPTION>
                                                          OUTSTANDING
                                                  ----------------------------        EXERCISABLE
                                                      WEIGHTED                   ---------------------
                                                      AVERAGE        WEIGHTED                 WEIGHTED
                                                     REMAINING        AVERAGE                 AVERAGE
RANGE OF                                          CONTRACTUAL LIFE   EXERCISE                 EXERCISE
EXERCISE PRICES                        NUMBER        (IN YEARS)        PRICE       NUMBER      PRICE
---------------                       ---------   ----------------   ---------   ----------   --------
<S>                                   <C>         <C>                <C>         <C>          <C>
$0.75 to $0.87......................     22,849           6.0         $ 0.87         22,849    $ 0.87
$4.32 to $5.77......................    786,865           3.1           4.75        786,603      4.75
$6.63 to $9.10......................    126,752           4.2           8.32        123,807      8.32
$10.25 to $10.94....................    584,752           5.5          10.42        476,419     10.44
$17.17 to $25.03....................    694,833           6.8          21.49        324,966     21.33
$27.17 to $36.31....................  1,149,644           9.1          32.64        166,789     31.29
                                      ---------                                  ----------
                                      3,365,695           6.4          18.83      1,901,433     11.52
                                      =========                                  ==========
</TABLE>

                                       63
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

8. INCOME (LOSS) PER SHARE--BASIC AND DILUTED

    In accordance with SFAS No. 128, basic income (loss) per share is calculated
by dividing income (loss) available to shareholders by the weighted average
number of shares outstanding. The calculation of diluted income (loss) per share
is consistent with that of basic income (loss) per share but gives effect to all
dilutive potential shares (that is, securities such as options, warrants or
convertible securities) that were outstanding during the period, unless the
effect is antidilutive.

    Because their effect is antidilutive, 2,166,319, 2,254,805 and 3,365,695
shares of potential common stock underlying outstanding options have been
excluded from the above calculation for the years ended December 31, 1998, 1999
and 2000, respectively.

9. DISCONTINUED OPERATIONS

    In June 1999, in order to focus on its records and information management
services ("RIMS") business, the Company decided to sell its information
technology staffing business ("IT Staffing"), Arcus Staffing Resources, Inc.
("Arcus Staffing"), which was acquired in January 1998 as part of the
acquisition of Arcus Group, Inc. ("Arcus Group"). Effective November 1, 1999,
the Company completed the sale of substantially all of the assets of Arcus
Staffing. The terms of the sale include contingent payments for a period of
18 months which may result in a revision of the recorded loss during 2001. In
accordance with the provisions of Accounting Principles Board Opinion No. 30,
the sale of Arcus Staffing was accounted for as a discontinued operation.
Accordingly, the Arcus Staffing operations were segregated from the Company's
continuing operations and reported as a separate line item on the Company's
consolidated statement of operations. The following table sets forth the revenue
and net income from discontinued operations for the year ended December 31, 1998
and the ten months ended October 31, 1999:

<TABLE>
<CAPTION>
                                                              1998       1999
                                                            --------   --------
<S>                                                         <C>        <C>
Revenues..................................................  $39,551    $35,455
Income from Discontinued Operations, net of tax benefit...      201        241
</TABLE>

    In 1999, the Company has recorded an estimated loss on the sale of Arcus
Staffing of $13,400, comprised of a write-off of goodwill, a deferred tax
benefit and estimated expenses directly related to the transaction partially
offset by the estimated income from operations of Arcus Staffing through the
date of disposition. The Company will continue to assess the adequacy of the
remaining liabilities as certain contingencies are resolved and final contingent
consideration is revised.

10. INCOME TAXES

    The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes," which requires the recognition of deferred tax
assets and liabilities for the expected tax consequences of temporary
differences between the tax and financial reporting basis of assets and
liabilities.

                                       64
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

10. INCOME TAXES (CONTINUED)
    The components of income (loss) from continuing operations before provision
for income taxes and minority interest are:

<TABLE>
<CAPTION>
                                                      1998       1999       2000
                                                    --------   --------   --------
<S>                                                 <C>        <C>        <C>
Domestic..........................................   $3,391     $7,606    $(13,121)
Foreign...........................................       --      2,235      (4,911)
                                                     ------     ------    --------
                                                     $3,391     $9,841    $(18,032)
                                                     ======     ======    ========
</TABLE>

    The Company has estimated federal net operating loss carryforwards of
approximately $128,000 at December 31, 2000 to reduce future federal income
taxes, if any, which begin to expire in 2005. The preceding net operating loss
carryforwards do not include potential preacquisition net operating loss
carryforwards of Arcus Group and certain other foreign acquisitions. Any tax
benefit related to these loss carryforwards will be recorded as a reduction of
goodwill, if and when realized. The Company also has estimated state net
operating loss carryforwards of approximately $164,608. The state net operating
loss carryforwards are subject to a valuation allowance of approximately 47%.
Additionally, the Company has alternative minimum tax credit carryforwards of
$587, which have no expiration date and are available to reduce future income
taxes, if any.

    The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities are presented
below:

<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                         --------------------
                                                           1999       2000
                                                         --------   ---------
<S>                                                      <C>        <C>
Deferred Tax Assets:
  Accrued liabilities..................................  $  8,812   $  18,228
  Deferred rent........................................     4,316       6,907
  Net operating loss carryforwards.....................    21,857      52,958
  AMT credit...........................................       587         587
  Other................................................     6,606      22,893
                                                         --------   ---------
                                                           42,178     101,573
Deferred Tax Liabilities:
  Other assets, principally due to differences in
    amortization.......................................    (9,727)    (19,507)
  Plant and equipment, principally due to differences
    in depreciation....................................   (29,619)    (79,291)
  Customer acquisition costs...........................    (6,564)    (10,733)
                                                         --------   ---------
                                                          (45,910)   (109,531)
                                                         --------   ---------
  Net deferred tax liability...........................  $ (3,732)  $  (7,958)
                                                         ========   =========
</TABLE>

    The Company receives a tax deduction upon exercise of non-qualified stock
options by employees for the difference between the exercise price and the
market price of the underlying common stock on the date of exercise, which is
included in the net operating loss carryforwards above. During the year,

                                       65
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

10. INCOME TAXES (CONTINUED)
the Company recognized $8,694 of tax benefit related to the exercise of
non-qualified stock options, the value of which was included as part of the
purchase price of certain businesses.

    This benefit was used to reduce goodwill of acquired companies in 2000. In
addition, $476 of tax benefit relate to the exercise of options was credited to
equity during the year.

    The Company and its U.S. subsidiaries file a consolidated federal income tax
return. The provision for income tax consists of the following components:

<TABLE>
<CAPTION>
                                                        YEAR ENDED DECEMBER 31,
                                                     ------------------------------
                                                       1998       1999       2000
                                                     --------   --------   --------
<S>                                                  <C>        <C>        <C>
Federal--current...................................   $   --    $    --     $   --
Federal--deferred..................................    4,509      6,304      5,404
State--current.....................................      505        645      1,301
State--deferred....................................    1,544      2,041      2,018
Foreign............................................       --      1,589        402
                                                      ------    -------     ------
                                                      $6,558    $10,579     $9,125
                                                      ======    =======     ======
</TABLE>

    A reconciliation of total income tax expense and the amount computed by
applying the federal income tax rate of 34%, 34% and 35% to income (loss) before
income taxes for the year ended December 31, 1998, 1999 and 2000, respectively,
is as follows:

<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31,
                                                    ------------------------------
                                                      1998       1999       2000
                                                    --------   --------   --------
<S>                                                 <C>        <C>        <C>
Computed "expected" tax provision (benefit).......   $1,153    $ 3,346    $(6,311)
Increase in income taxes resulting from:
  State taxes (net of federal tax benefit)........    1,367      1,726      2,157
  Nondeductible goodwill amortization.............    3,675      5,025     11,002
  Foreign currency gain (loss)....................       --         --      1,621
  Foreign tax rate and tax law differential.......       --        104        586
  Other, net......................................      363        378         70
                                                     ------    -------    -------
                                                     $6,558    $10,579    $ 9,125
                                                     ======    =======    =======
</TABLE>

                                       66
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                     (IN THOUSANDS, EXCEPT FOR SHARE DATA)

11. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
QUARTER ENDED                                         MARCH 31   JUNE 30    SEPT. 30   DEC. 31
-------------                                         --------   --------   --------   --------
<S>                                                   <C>        <C>        <C>        <C>
1999
Revenues............................................  $109,371   $131,765   $136,907   $141,506
Gross profit........................................    54,936     65,598     67,681     70,404
Income (Loss) from continuing operations............      (248)    (1,395)       999       (416)
Net loss............................................      (149)   (10,653)    (3,001)      (416)
Income (Loss) per share from continuing operations--
  basic and diluted.................................     (0.01)     (0.04)      0.03      (0.01)
Net loss per share--basic and diluted...............     (0.01)     (0.32)     (0.08)     (0.01)
2000
Revenues............................................  $212,137   $252,565   $256,133   $265,536
Gross profit........................................   107,679    130,592    131,054    134,275
Income (Loss) from continuing operations before
  extraordinary item................................    (5,383)   (28,245)     4,599      4,096
Net income (loss)...................................    (5,383)   (28,245)     1,707      4,096
Income (Loss) per share from continuing operations
  before extraordinary item--basic and diluted......     (0.11)     (0.52)      0.08       0.07
Net income (loss) per share--basic and diluted......     (0.11)     (0.52)      0.03       0.07
</TABLE>

12. SEGMENT INFORMATION

    During the fourth quarter of 2000, the Company began to operate in nine
operating segments, based on their economic environment, geographic area, the
nature of their services and the nature of their processes:

    - Business Records Management--the storage of paper documents, as well as
      all other non-electronic media such as microfilm and microfiche, master
      audio and videotapes, film, X-rays and blueprints, including healthcare
      information services, vital records services and service and courier
      operations

    - Data Security Services--the storage and rotation of back-up computer media
      as part of corporate disaster and business recovery plans, including
      service and courier operations

    - Confidential Destruction--the shredding of sensitive documents for
      corporate customers

    - Fulfillment--the storage of customer marketing literature and delivery to
      sales offices, trade shows and prospective customers' sites based on
      current and prospective customer orders; the assembly of custom marketing
      packages and orders; the management and detailed reporting on customer
      marketing literature inventories

    - Digital Archiving Services--electronic storage and related services for
      computer media, primarily computer tapes, optical disks and digital
      records

    - Europe--business records management and data security services throughout
      Europe

                                       67
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                     (IN THOUSANDS, EXCEPT FOR SHARE DATA)

12. SEGMENT INFORMATION (CONTINUED)
    - Canada--business records management throughout Canada

    - South America--business records management throughout South America

    - Mexico--business records management throughout Mexico

    The Europe, Canada, South America and Mexico operating segments do not
individually meet the quantitative thresholds for a reporting segment, but have
been aggregated and reported as one reporting segment, "International," given
their similar economic characteristics, products, customers and processes. The
Confidential Destruction, Fulfillment and Digital Archiving Services operating
segments do not meet the quantitative thresholds for a reportable segment and
thus are included in the "Corporate and Other" category. The Company evaluates
performance and allocates resources based on earnings before interest, taxes,
depreciation, amortization, extraordinary items, other income, merger-related
expenses and stock option compensation expense ("EBITDA"). Corporate items
include non-operating overhead, corporate general and administrative expenses,
non-allocated operating expenses and intersegment eliminations. Corporate assets
are principally cash and cash equivalents, prepaid items, certain non-operating
fixed assets, certain non-allocated goodwill, deferred income taxes, certain
non-trade receivables, certain intersegment receivables, and deferred financing
costs. The accounting policies of the reportable segments are the same as those
described in Note 2 of Notes to Consolidated Financial Statements, with the
exception of: (i) certain costs allocated by Corporate to the Business Records
Management and Data Security Services segments based on allocation rates set at
the beginning of each year; and (ii) certain non-cash charges (such as deferred
lease amortization) maintained at Corporate.

    An analysis of the Company's business segment information to the respective
information in the consolidated financial statements is as follows:

<TABLE>
<CAPTION>
                        BUSINESS
                        RECORDS     DATA SECURITY                   CORPORATE       TOTAL
                       MANAGEMENT     SERVICES      INTERNATIONAL    & OTHER     CONSOLIDATED
                       ----------   -------------   -------------   ----------   ------------
<S>                    <C>          <C>             <C>             <C>          <C>
1999
Revenue..............   $345,574      $143,057        $ 31,618      $     (700)   $  519,549
EBITDA...............     90,041        36,975           7,348          (4,693)      129,671
Total Assets.........    346,032        54,014         163,147         754,019     1,317,212

2000
Revenue..............    674,704       167,607         116,687          27,373       986,371
EBITDA...............    190,141        42,162          20,623           4,115       257,041
Total Assets.........    763,419        69,858         382,994       1,442,825     2,659,096
</TABLE>

    The information in the foregoing table does not include 1998 data because it
would be impractical to obtain.

                                       68
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                     (IN THOUSANDS, EXCEPT FOR SHARE DATA)

12. SEGMENT INFORMATION (CONTINUED)
    A reconciliation from the segment information to the consolidated balances
for income (loss) from continuing operations before provision for income taxes
and minority interest is as follows:

<TABLE>
<CAPTION>
                                                           1999       2000
                                                         --------   ---------
<S>                                                      <C>        <C>
EBITDA.................................................  $129,671   $ 257,041
Depreciation and Amortization..........................   (65,422)   (126,810)
Stock Option Compensation Expense......................        --     (15,110)
Merger-related Expenses................................        --      (9,133)
Interest Expense.......................................   (54,425)   (117,975)
Other Income (Expense), net............................        17      (6,045)
                                                         --------   ---------
  Income (Loss) from Continuing Operations Before
    Provision for Income Taxes and Minority Interest...  $  9,841   $ (18,032)
                                                         ========   =========
</TABLE>

    Information as to the Company's operations in different geographical areas
is as follows:

<TABLE>
<CAPTION>
                                               1998        1999         2000
                                             --------   ----------   ----------
<S>                                          <C>        <C>          <C>
Revenues:
United States..............................  $381,959   $  487,931   $  869,684
International..............................     2,002       31,618      116,687
                                             --------   ----------   ----------
  Total Revenues...........................  $383,961   $  519,549   $  986,371
                                             ========   ==========   ==========
Long-lived Assets:
United States..............................  $822,963   $1,018,943   $2,050,257
International..............................       485      154,605      372,171
                                             --------   ----------   ----------
  Total Long-lived Assets..................  $823,448   $1,173,548   $2,422,428
                                             ========   ==========   ==========
</TABLE>

13. COMMITMENTS AND CONTINGENCIES

a.  Leases

    The Company leases most of its facilities under various operating leases. A
majority of these leases have renewal options of five to ten years and have
either fixed or Consumer Price Index escalation clauses. The Company also leases
equipment under operating leases, primarily computers which have an average
lease life of three years. Trucks and office equipment are also leased and have
remaining lease lives ranging from one to seven years. Rent expense was $47,049,
$59,113 and $111,001 for the years ended December 31, 1998, 1999 and 2000,
respectively.

                                       69
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                     (IN THOUSANDS, EXCEPT FOR SHARE DATA)

13. COMMITMENTS AND CONTINGENCIES (CONTINUED)
    Minimum future lease payments are as follows:

<TABLE>
<CAPTION>
YEAR                                                          OPERATING
----                                                          ---------
<S>                                                           <C>
2001........................................................  $118,318
2002........................................................   106,598
2003........................................................    96,516
2004........................................................    86,529
2005........................................................    72,541
Thereafter..................................................   307,456
                                                              --------
Total minimum lease payments................................  $787,958
                                                              ========
</TABLE>

    Included in the lease commitments disclosed in the preceding paragraph are
certain five-year operating lease agreements signed in 1998, 1999 and 2000 for
specified records storage warehouses. At the end of the lease term, the Company,
at its option, may: (i) negotiate a renewal of the lease; (ii) purchase the
properties at a price equal to the lessor's original cost (approximately
$74.3 million); or (iii) allow the lease to expire and cause the properties to
be sold. The Company's ability to cause the properties to be sold depends upon
its compliance with certain terms of the lease. Under certain conditions, the
Company would receive any excess of the net sales proceeds over the properties'
original cost. In the event that the net sales proceeds are less than 85% of the
properties' original cost, the Company would make certain contingent rental
payments to the lessor equal to that difference, subject to a maximum amount.

b.  Facility Fire

    In March 1997, the Company experienced three fires, all of which authorities
have determined were caused by arson. These fires resulted in damage to one and
destruction of the Company's other RIMS facility in South Brunswick Township,
New Jersey.

    Some of the Company's customers or their insurance carriers have asserted
claims as a consequence of the destruction of or damage to their records as a
result of the fires, some of which allege negligence or other culpability on the
part of the Company. The Company has received notices of claims and lawsuits
filed by customers and abutters seeking damages against the Company and to
rescind their written contracts with the Company. The Company denies any
liability as a result of the destruction of or damage to customer records as a
result of the fires, which were beyond its control, and intends to vigorously
defend itself against these and any other lawsuits that may arise. The Company
is also pursuing coverage of these claims and lawsuits with its various
insurers. The claims process is lengthy and its outcome cannot be predicted with
certainty.

    Based on its present assessment of the situation, management, after
consultation with legal counsel, does not believe that the fires will have a
material adverse effect on the Company's financial condition or results of
operations, although there can be no assurance in this regard.

                                       70
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                     (IN THOUSANDS, EXCEPT FOR SHARE DATA)

13. COMMITMENTS AND CONTINGENCIES (CONTINUED)
    In June 1998, the Company settled several insurance claims, including a
significant claim under its business interruption policy, related to the fires.
Other income, net, for the year ended December 31, 1998 includes a $1.7 million
gain related to the settlement.

c.  Other Litigation

    The Company is presently involved as a defendant in various litigation which
has occurred in the normal course of business. Management believes it has
meritorious defenses in all such actions, and in any event, the amount of
damages, if such matters were decided adversely, would not have a material
adverse effect on the Company's financial condition or results of operations.

14. RELATED PARTY TRANSACTIONS

    The Company leases space to an affiliated company, Schooner Capital LLC
("Schooner"), for its corporate headquarters located in Boston, Massachusetts.
For the years ended December 31, 1998, 1999 and 2000, Schooner paid the Company
rent totaling $90, $94 and $96, respectively. Prior to 1999, the Company leased
one facility from a landlord who was a related party. The rental payments for
the year ended December 31, 1998 for this facility totaled $99. The Company
leases facilities from three separate limited partnerships, whose general
partner is a related party. The aggregate rental payment by the Company for such
facilities during 2000 was $1,684. In the opinion of management, all of these
leases were entered into at market prices and terms.

    The Company has an agreement with a shareholder that requires pension
payments of $8 per month until the later of the death of the shareholder or his
spouse. The total benefit is recorded in accrued expenses in the accompanying
consolidated balance sheets.

    Effective December 1, 2000, the Company sold its wholly owned UK subsidiary
Datavault Limited (acquired in the Pierce Leahy merger) to its 50.1% owned
subsidiary, Iron Mountain Europe, in exchange for approximately $18 million of
Iron Mountain Europe stock and debt of approximately $14 million. In connection
with this transaction, the Company's 49.9% partner in Iron Mountain Europe also
contributed approximately $18 million dollars to Iron Mountain Europe in
exchange for additional shares.

    The transaction has been accounted for as a transfer between entities under
common control and, therefore, the results of operations and balance sheet of
Datavault Limited have been included in the Company's consolidated financial
statements through December 31, 2000.

15. EMPLOYEE BENEFIT PLANS

a.  Iron Mountain Companies 401(k) Plan

    The Company has a defined contribution plan, which generally covers all
non-union U.S. employees meeting certain service requirements. Eligible
employees may elect to defer from 1% to 20% of compensation per pay period up to
the amount allowed by the Internal Revenue Code. The Company makes matching
contributions based on the amount of an employee's contribution, according

                                       71
<PAGE>
                           IRON MOUNTAIN INCORPORATED

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

                     (IN THOUSANDS, EXCEPT FOR SHARE DATA)

15. EMPLOYEE BENEFIT PLANS (CONTINUED)
to a schedule as described in the plan document. The Company has expensed $910,
$1,890 and $2,646 for the years ended December 31, 1998, 1999 and 2000,
respectively.

b.  Employee Stock Purchase Plan

    On March 23, 1998, the Company introduced an employee stock purchase plan
(the "Plan"), which is available for participation by substantially all
employees who have met certain service requirements. The Plan was approved by
the shareholders of the Company on May 28, 1998 and commenced operations on
October 1, 1998. The Plan provides a way for eligible employees of the Company
to become shareholders of the Company on favorable terms. The Plan provides for
the purchase of up to 375,000 shares of the Company's common stock by eligible
employees through successive offering periods. At the start of each offering
period, participating employees are granted options to acquire the Company's
common stock. During each offering period, participating employees accumulate
after-tax payroll contributions, up to a maximum of 15% of their compensation,
to pay the exercise price of their options. At the end of the offering period,
outstanding options are exercised, and each employee's accumulated contributions
are used to purchase common stock of the Company. The price for shares purchased
under the Plan is 85% of their market price at either the beginning or the end
of the offering period, whichever is lower. There were 0, 50,907 and 93,246
shares purchased under the Plan for the years ended December 31, 1998, 1999 and
2000, respectively.

16. NONCASH TRANSACTIONS

    The Company used the following as part of the consideration paid for certain
acquisitions:

<TABLE>
<CAPTION>
                                                    1998       1999       2000
                                                  --------   --------   --------
<S>                                               <C>        <C>        <C>
Fair Value of Common Stock Issued...............  $51,448    $46,000    $421,220
Fair Value of Options Issued....................   15,655         --      25,291
Fair Value of Debt Assumed......................       --         --     584,906
Fair Value of Certain Net Assets of Businesses
  Previously Acquired...........................    3,000      2,489       1,063
</TABLE>

    In December 1998, the Company entered into a foreign currency exchange
agreement and has recorded an asset and a liability based upon the exchange
rates as of December 31, 1998. A cash settlement of the agreement occurred in
January 1999.

    See Note 6 for liabilities assumed in acquisitions.

17. SUBSEQUENT EVENT

    In January 2001, the Company entered into two interest rate swap agreements,
which have notional values of $96,000 and $47,500, respectively, to hedge its
interest rate risk on its Tranche B debt as well as certain variable operating
lease commitments. The interest rate swap agreements will be accounted for in
accordance with the Company's adoption of SFAS 133 effective on January 1, 2001.

                                       72
<PAGE>
                       REPORT OF THE INDEPENDENT AUDITORS

To the Board of Directors of Iron Mountain Europe Limited:

    We have audited the consolidated balance sheets of Iron Mountain Europe
Limited as of October 31, 1999 and 2000, and the related consolidated statements
of operations, stockholders' equity and comprehensive loss and cash flows (not
presented separately herein) for the year ended October 31, 2000 and the ten
months ended October 31, 1999. These consolidated financial statements are the
responsibility of the management of Iron Mountain Europe Limited. Our
responsibility is to express an opinion on these financial statements based on
our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free from material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Iron Mountain Europe Limited at October 31, 1999 and 2000 and the consolidated
results of their operations and their consolidated cash flows (not presented
separately herein) for the year ended October 31, 2000 and the ten months ended
October 31, 1999, in conformity with generally accepted accounting principles in
the United States.

RSM ROBSON RHODES

Chartered Accountants
Birmingham, England

February 23, 2001

                                       73
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
Iron Mountain Incorporated:

    We have audited, in accordance with auditing standards generally accepted in
the United States, the consolidated financial statements of Iron Mountain
Incorporated (a Pennsylvania corporation) for each of the three years in the
period ended December 31, 2000 and have issued our report thereon dated
February 23, 2001. Our audits were made for the purpose of forming an opinion on
those basic financial statements taken as a whole. The supplemental schedule
listed in the accompanying index is the responsibility of Iron Mountain
Incorporated's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and regulations under the Securities
Exchange Act of 1934 and is not a required part of the basic financial
statements. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, is fairly stated, in all material respects, in relation to the basic
financial statements taken as a whole.

                                          ARTHUR ANDERSEN LLP

Boston, Massachusetts
February 23, 2001

                                       74
<PAGE>
                                  SCHEDULE II

                           IRON MOUNTAIN INCORPORATED

                       VALUATION AND QUALIFYING ACCOUNTS

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                               BALANCE AT                                             BALANCE AT
                                              BEGINNING OF   CHARGED TO      OTHER                    END OF THE
YEAR ENDED DECEMBER 31,                         THE YEAR      EXPENSE     ADDITIONS(1)   DEDUCTIONS      YEAR
-----------------------                       ------------   ----------   ------------   ----------   ----------
<S>                                           <C>            <C>          <C>            <C>          <C>
Allowance for doubtful accounts and credit
  memos:
1998........................................     $1,929        $1,730         $834         $(1,177)     $3,316
1999........................................      3,316         2,733          336            (645)      5,740
2000........................................      5,740         9,714          535              --      15,989
</TABLE>

<TABLE>
<CAPTION>
                                              BALANCE AT                                              BALANCE AT
                                             BEGINNING OF                                             END OF THE
YEAR ENDED DECEMBER 31,                        THE YEAR     ADDITIONS   DEDUCTIONS   ADJUSTMENTS(2)      YEAR
-----------------------                      ------------   ---------   ----------   --------------   ----------
<S>                                          <C>            <C>         <C>          <C>              <C>
Reserve for restructuring activities:
1998.......................................     $ 5,443      $11,368      $(4,690)      $(1,639)       $10,482
1999.......................................      10,482        4,234       (4,843)         (533)         9,340
2000.......................................       9,340       31,409       (7,539)       (4,696)        28,514
</TABLE>

------------------------

(1) Includes allowance of businesses acquired during the year as described in
    Note 6 of Notes to Consolidated Financial Statements.

(2) The adjustments represent changes to goodwill as a result of management's
    finalizing its restructuring plan within one year of each acquisition.

                                       75
<PAGE>
                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

<TABLE>
<S>                                                    <C>  <C>
                                                       IRON MOUNTAIN INCORPORATED

                                                       By:             /s/ C. RICHARD REESE
                                                            -----------------------------------------
                                                                         C. Richard Reese
                                                                      CHAIRMAN OF THE BOARD,
                                                              CHIEF EXECUTIVE OFFICER AND PRESIDENT
</TABLE>

Dated: March 23, 2001

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                        NAME                                      TITLE                    DATE
                        ----                                      -----                    ----
<C>                                                    <S>                          <C>
                /s/ C. RICHARD REESE                   Chairman, and Chief            March 23, 2001
     -------------------------------------------         Executive Officer,
                  C. Richard Reese                       President and Director

               /s/ JOHN F. KENNY, JR.                  Executive Vice President,      March 23, 2001
     -------------------------------------------         Chief Financial Officer
                 John F. Kenny, Jr.                      and Director

                /s/ CLARKE H. BAILEY                   Director                       March 23, 2001
     -------------------------------------------
                  Clarke H. Bailey

               /s/ CONSTANTIN R. BODEN                 Director                       March 23, 2001
     -------------------------------------------
                 Constantin R. Boden

                 /s/ KENT P. DAUTEN                    Director                       March 23, 2001
     -------------------------------------------
                   Kent P. Dauten

                                                       Director                       March   , 2001
     -------------------------------------------
                  Eugene B. Doggett
</TABLE>

                                       76
<PAGE>

<TABLE>
<CAPTION>
                        NAME                                      TITLE                    DATE
                        ----                                      -----                    ----
<C>                                                    <S>                          <C>
               /s/ B. THOMAS GOLISANO                  Director                       March 23, 2001
     -------------------------------------------
                 B. Thomas Golisano

                /s/ ARTHUR D. LITTLE                   Director                       March 23, 2001
     -------------------------------------------
                  Arthur D. Little

                 /s/ J. PETER PIERCE                   Director                       March 23, 2001
     -------------------------------------------
                   J. Peter Pierce

                 /s/ HOWARD D. ROSS                    Director                       March 23, 2001
     -------------------------------------------
                   Howard D. Ross

                 /s/ VINCENT J. RYAN                   Director                       March 23, 2001
     -------------------------------------------
                   Vincent J. Ryan
</TABLE>

                                       77
<PAGE>
                               INDEX TO EXHIBITS

    Certain exhibits indicated below are incorporated by reference to documents
we have filed with the Securities and Exchange Commission (the "Commission").
Exhibit numbers in parentheses refer to the exhibit numbers in the applicable
filing (which are identified in the footnotes appearing at the end of this
index). Each exhibit marked by a pound sign (#) is a management contract or
compensatory plan.

<TABLE>
<CAPTION>
       EXHIBIT
         NO.                                        ITEM                                   EXHIBIT
---------------------   ------------------------------------------------------------  -----------------
<C>                     <S>                                                           <C>
         2.1            Purchase Agreement, dated November 13, 2000, by and among     Filed herewith as
                        Iron Mountain Canada Corporation, Iron Mountain Records          Exhibit 2.1
                        Management, Inc. ("IMRM"), FACS Records Storage Income
                        Fund, FACS Records Centre Inc. and 3796281 Canada Inc.

         2.2            Asset Purchase and Sale Agreement, dated February 18, 2000,       (2.1)(23)
                        by and among IMRM, Data Storage Center, Inc., DSC of
                        Florida, Inc., DSC of Massachusetts, Inc., and Suddath Van
                        Lines, Inc.

         2.3            Amendment No. 1 to Asset Purchase and Sale Agreement, dated       (2.1)(24)
                        May 1, 2000, by and among IMRM, Data Storage Center, Inc.,
                        DSC of Florida, Inc., DSC of Massachusetts, Inc., Suddath
                        Van Lines, Inc. and Suddath Family Trust U/A 11/8/79.

         2.4            Agreement and Plan of Merger, dated as of October 20, 1999,       (2.1)(15)
                        by and between the Company and Pierce Leahy.

         2.5            Stock Purchase Agreement, dated as of April 1, 1999, by and       (2.2)(12)
                        among IMRM, First American Records Management, Inc. and all
                        of the stockholders of First American Records
                        Management, Inc. (confidential treatment granted as to
                        certain portions).

         2.6            Stock Purchase Agreement, dated as of February 28, 1999, by      (2.10)(10)
                        and among the Company, Data Base, Inc. ("Data Base") and all
                        of the stockholders of Data Base. (confidential treatment
                        granted as to certain portions).

         2.7            First Amendment to Stock Purchase Agreement, dated as of         (10.1)(12)
                        April 8, 1999, by and among the Company, Data Base and all
                        of the stockholders of Data Base.

         2.8            Share Purchase Agreement, dated February 26, 1999, among         (10.14)(21)
                        Charles Greaves Stuart-Menteth and Others, Pierce Leahy
                        Europe Limited and Eagle Trustees Limited, as the Sole
                        Trustee of the Stuart-Menteth Family Trust.

         3.1            Amended and Restated Articles of Incorporation of the           (Annex D)(21)
                        Company.

         3.2            Amended and Restated Bylaws of the Company.                     (Annex E)(21)

         4.1            Form of Senior Indenture.                                         (4.1)(26)

         4.2            Form of Subordinated Indenture.                                   (4.2)(26)

         4.3            Form of stock certificate representing shares of Common           (4.1)(22)
                        Stock, $.01 par value per share, of the Company.

         9.0            Amended and Restated Voting Trust Agreement, dated as of          (9.0)(18)
                        February 28, 1998, by and among certain shareholders of the
                        Company. (#)
</TABLE>

                                       78
<PAGE>

<TABLE>
<CAPTION>
       EXHIBIT
         NO.                                        ITEM                                   EXHIBIT
---------------------   ------------------------------------------------------------  -----------------
<C>                     <S>                                                           <C>
        10.1            Shareholders' Agreement, dated as of October 20, 1999, among    (Annex B)(21)
                        the Company, Pierce Leahy, and those shareholders of Pierce
                        Leahy listed on Schedule A thereto. (#)

        10.2            Stockholders' Agreement, dated as of September 26, 1997, by      (10.16)(5)
                        and among the Company and certain stockholders of Arcus
                        Group, Inc. (#)

        10.3            Stockholders' Agreement, dated as of September 17, 1997, by      (10.13)(6)
                        and between the Company and Kent P. Dauten. (#)

        10.4            Stockholders' Agreement, dated as of February 19, 1997, by       (10.20)(2)
                        and between the Company and certain stockholders of Safesite
                        Records Management Corporation. (#)

        10.5            Employment Agreement, dated as of February 1, 2000, by and       (10.5)(23)
                        between the Company and J. Peter Pierce. (#)

        10.6            Letter Agreement, dated as of June 27, 2000, by and between   Filed herewith as
                        the Company and J. Peter Pierce. (#)                            Exhibit 10.6

        10.7            Iron Mountain Incorporated Executive Deferred Compensation    Filed herewith as
                        Plan, as amended. (#)                                           Exhibit 10.7

        10.8            Nonqualified Stock Option Plan of Pierce Leahy Corp. (#)         (10.3)(16)

        10.9            Iron Mountain Incorporated 1997 Stock Option Plan, as         Filed herewith as
                        amended. (#)                                                    Exhibit 10.9

        10.10           Iron Mountain/ATSI 1995 Stock Option Plan. (#)                    (10.2)(7)

        10.11           Iron Mountain Incorporated 1995 Stock Incentive Plan, as         (10.3)(12)
                        amended. (#)

        10.12           First Amendment, dated as of March 20, 2001, to the Fourth    Filed herewith as
                        Amended and Restated Credit Agreement, dated as of              Exhibit 10.12
                        August 14, 2000, among the Company and certain lenders party
                        thereto and The Chase Manhattan Bank, as Administrative
                        Agent.

        10.13           Fourth Amended and Restated Credit Agreement, dated as of        (10.1)(25)
                        August 14, 2000, among the Company and certain lenders
                        party thereto and The Chase Manhattan Bank, as
                        Administrative Agent.

        10.14           Indenture for 8 1/4% Senior Subordinated Notes due 2011,         (10.1)(13)
                        dated April 26, 1999, by and among the Company, certain of
                        its subsidiaries and The Bank of New York, as trustee.

        10.15           Indenture for 8 3/4% Senior Subordinated Notes due 2009,          (4.1)(4)
                        dated October 24, 1997, by and among the Company, certain
                        of its subsidiaries and The Bank of New York, as trustee.

        10.16           Indenture for 10 1/8% Senior Subordinated Notes due 2006,         (10.3)(2)
                        dated October 1, 1996, by and among the Company, certain of
                        its subsidiaries and First National Association, as trustee.

        10.17           Indenture 8 1/8% Senior Notes due 2008, dated as of             (4.1(c))(19)
                        April 7, 1998, by and among Pierce Leahy Command Company, as
                        issuer, Pierce Leahy and The Bank of New York, as trustee.
</TABLE>

                                       79
<PAGE>

<TABLE>
<CAPTION>
       EXHIBIT
         NO.                                        ITEM                                   EXHIBIT
---------------------   ------------------------------------------------------------  -----------------
<C>                     <S>                                                           <C>
        10.18           Indenture for 9 1/8% Senior Subordinated Notes due 2007,         (10.5)(18)
                        dated as of July 7, 1997, by and between Pierce Leahy, as
                        issuer, and The Bank of New York, as trustee.

        10.19           Indenture for 11 1/8% Senior Subordinated Notes due 2006,         (4.4)(16)
                        dated as of July 15, 1996, between Pierce Leahy, as issuer,
                        and United States Trust Company of New York, as trustee.

        10.20           Amended and Restated Registration Rights Agreement, dated as      (10.1)(3)
                        of June 12, 1997, by and among the Company and certain
                        stockholders of the Company. (#)

        10.21           Joinder to Registration Rights Agreement, dated as of            (10.12)(5)
                        October 31, 1997, by and between the Company and Kent P.
                        Dauten. (#)

        10.22           Registration Rights Agreement Joinder, dated as of               (10.21)(23)
                        February 1, 2000, by and among the Company and certain
                        shareholders of the Company. (#)

        10.23           Tax Indemnification Agreement among Pierce Leahy and certain     (10.9)(17)
                        of its shareholders.

        10.24           Record Center Storage Services Agreement between the             (10.18)(1)
                        Company, Records Management, Inc. and Resolution Trust
                        Corporation, dated July 31, 1992, as renewed by letter
                        agreement effective May 20, 1999, between the Company and
                        the Federal Deposit Insurance Corporation.

        10.25           Strategic Alliance Agreement, dated as of January 4, 1999,       (10.2)(11)
                        by and among the Company, Iron Mountain (U.K.) Limited,
                        Britannia Data Management Limited and Mentmore Abbey plc.

        10.26           Lease Agreement, dated as of October 1, 1998, between Iron       (10.20)(9)
                        Mountain Statutory Trust--1998 and IMRM.

        10.27           Unconditional Guaranty, dated as of October 1, 1998, from        (10.21)(9)
                        the Company to Iron Mountain Statutory Trust--1998.

        10.28           Amendment and Consent to Unconditional Guaranty, dated as of     (10.1)(14)
                        July 1, 1999, between the Company and Iron Mountain
                        Statutory Trust--1998 and consented to by to by the lenders
                        listed therein.

        10.29           Amended and Restated Agency Agreement, dated October 1,           (10.1)(9)
                        1998, by and between Iron Mountain Statutory Trust--1998 and
                        IMRM.

        10.30           Lease Agreement, dated as of July 1, 1999, by and between        (10.2)(15)
                        Iron Mountain Statutory Trust--1999 and IMRM.

        10.31           Agency Agreement, dated as of July 1, 1999, by and between       (10.1)(15)
                        Iron Mountain Statutory Trust--1999 and IMRM.

        10.31           Unconditional Guaranty, dated as of July 1, 1999, from the       (10.3)(15)
                        Company to Iron Mountain Statutory Trust--1999.

        10.32           Amendment No. 3 and Consent to Guaranty, dated as of             (10.2)(25)
                        August 16, 2000, between the Company and Iron Mountain
                        Statutory Trust--1999, and consented to by the lenders
                        listed therein and Wachovia Capital Investments, Inc., as
                        Agent Bank for such lenders.
</TABLE>

                                       80
<PAGE>

<TABLE>
<CAPTION>
       EXHIBIT
         NO.                                        ITEM                                   EXHIBIT
---------------------   ------------------------------------------------------------  -----------------
<C>                     <S>                                                           <C>
        10.33           Amendment No. 4 and Consent to Guaranty, dated as of             (10.3)(25)
                        August 15, 2000, between the Company and Iron Mountain
                        Statutory Trust--1998, and consented to by the lenders
                        listed therein and the Bank of Nova Scotia, as Agent Bank
                        for such lenders.

        21              Subsidiaries of the Company.                                  Filed herewith as
                                                                                         Exhibit 21

        23.1            Consent of Arthur Andersen LLP (Iron Mountain Incorporated,   Filed herewith as
                        Pennsylvania).                                                  Exhibit 23.1

        23.2            Consent of RSM Robson Rhodes (Iron Mountain Europe Limited).  Filed herewith as
                                                                                        Exhibit 23.2
</TABLE>

------------------------

 1. Filed as an Exhibit to Iron Mountain Incorporated's, the Delaware
    corporation, ("Iron Mountain/DE"), Registration Statement No. 33-99950,
    filed with the Commission on December 1, 1995.

 2. Filed as an Exhibit to Iron Mountain/DE's Annual Report on Form 10-K for the
    year ended December 31, 1996, filed with the Commission, File No. 0-27584.

 3. Filed as an Exhibit to Iron Mountain/DE's Quarterly Report on Form 10-Q for
    the quarter ended June 30, 1997, filed with the Commission, File
    No. 0-27584.

 4. Filed as an Exhibit to Iron Mountain/DE's Current Report on Form 8-K dated
    October 30, 1997, filed with the Commission, File No. 0-27584.

 5. Filed as an Exhibit to Iron Mountain/DE's Registration Statement
    No. 333-41045, filed with the Commission on November 26, 1997.

 6. Filed as an Exhibit to Iron Mountain/DE's Registration Statement
    No. 333-44185, filed with the Commission on January 13, 1998.

 7. Filed as an Exhibit to Iron Mountain/DE's Current Report on Form 8-K dated
    March 9, 1998, filed with the Commission, File No. 0-27584.

 8. Filed as an Exhibit to Amendment No. 1 to Iron Mountain/DE's Registration
    Statement No. 333-44187, filed with the Commission on August 3, 1998.

 9. Filed as an Exhibit to Iron Mountain/DE's Registration Statement
    No. 333-67765, filed with Commission on November 23, 1998.

 10. Filed as an Exhibit to Iron Mountain/DE's Annual Report on Form 10-K for
     the year ended December 31, 1998, filed with the Commission, File
     No. 0-27584.

 11. Filed as an Exhibit to Iron Mountain/DE's Current Report on Form 8-K dated
     January 19, 1999, filed with the Commission, File No. 0-27584.

 12. Filed as an Exhibit to Iron Mountain/DE's Current Report on Form 8-K dated
     April 16, 1999, filed with the Commission, File No. 0-27584.

 13. Filed as an Exhibit to Iron Mountain/DE's Current Report of Form 8-K dated
     May 11, 1999, filed with the Commission, File No. 0-27584.

 14. Filed as an Exhibit to Iron Mountain/DE's Quarterly Report on Form 10-Q for
     the quarter ended June 30, 1999, filed with the Commission, File
     No. 0-27584.

                                       81
<PAGE>
 15. Filed as an Exhibit to Iron Mountain/DE's Quarterly Report on Form 10-Q for
     the quarter ended September 30, 1999, filed with the Commission, File
     No. 1-14937.

 16. Filed as an Exhibit to Pierce Leahy's Registration Statement No. 333-9963,
     filed with the Commission on August 12, 1996.

 17. Filed as an Exhibit to Pierce Leahy's Registration Statement
     No. 333-23121, filed with the Commission on March 11, 1997.

 18. Filed as an Exhibit to Pierce Leahy's Annual Report on Form 10-K for the
     year ended December 31, 1997, filed with the Commission, File
     No. 333-09963.

 19. Filed as an Exhibit to Pierce Leahy's Registration Statement
     No. 333-58569, filed with the Commission on June 6, 1998.

 20. Filed as Exhibit to Pierce Leahy's Registration Statement No. 333-69859,
     filed with the Commission on December 29, 1998.

 21. Filed as an Annex or Exhibit to Amendment No. 1 to Pierce Leahy's
     Registration Statement No. 333-91577, filed with the Commission on
     December 13, 1999.

 22. Filed as an Exhibit to the Company's Current Report on Form 8-K dated
     February 1, 2000, filed with the Commission, File No. 1-13045.

 23. Filed as an Exhibit to the Company's Annual Report on Form 10-K for the
     year ended December 31, 1999, filed with the Commission, File No. 1-13045.

 24. Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the
     quarter ended March 31, 2000, filed with the Commission, File No. 1-13045.

 25. Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the
     quarter ended September 30, 2000 filed with The Commission, File
     No. 1-13045.

 26. Filed as an Exhibit to Amendment No. 1 to the Company's Registration
     Statement No. 333-54030, filed with the Commission on January 29, 2001.

                                       82
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>2
<FILENAME>a2041834zex-2_1.txt
<DESCRIPTION>EXHIBIT 2.1
<TEXT>

<PAGE>


                                                                     EXHIBIT 2.1


                               PURCHASE AGREEMENT


                  THIS AGREEMENT made this 13th day of November, 2000

A M O N G:

                  IRON MOUNTAIN CANADA  CORPORATION,  a company existing under
                  the laws of the Province of Nova Scotia

                  ("PURCHASER")

                  - and -

                  IRON MOUNTAIN RECORDS MANAGEMENT, INC., a corporation
                  existing under the laws of Delaware

                  ("IMRM")

                  - and -

                  FACS RECORDS STORAGE INCOME FUND, a trust established under
                  the laws of the Province of British Columbia

                  ("VENDOR")

                  - and -

                  FACS RECORDS CENTRE INC., a company  existing under the laws
                  of the Province of British Columbia

                  (the "COMPANY")

                  - and -

                  3796281  CANADA INC., a company  existing  under the laws of
                  Canada

                  ("VENDORCO")



RECITALS:

1. The Vendor is an unincorporated, single purpose trust which has distributed
publicly traded units and holds in trust for the use and benefit of its
Unitholders all of the issued and outstanding shares of the Company and
$37,500,000 aggregate principal amount of 12.5% unsecured subordinated notes
(the "NOTES") issued by the Company.

<PAGE>

                                      -2-


2. The Company is engaged in the business of records storage and management of
documents and records and related services, and the franchise of such services.

3. The Vendor is willing to sell and the Purchaser is willing to purchase all of
the issued and outstanding shares of the Company and the Notes upon and subject
to the terms and conditions set forth in this Agreement.

4. At Closing, the Vendor will sell, transfer and assign the Purchased Shares
and the Notes to Vendorco and Vendorco will sell, transfer and assign the
Purchased Shares and the Notes to the Purchaser, upon and subject to the terms
and conditions set forth in this Agreement.

5. FACS Management Inc. ("FACS MANAGEMENT") provides management assistance to
the Company pursuant to a management agreement dated March 26, 1997 among FACS
Management, the Vendor and the Company.

6. The Purchaser is an Affiliate of IMRM.

     NOW THEREFORE for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties covenant and agree as
follows:

                                   ARTICLE 1
                                 INTERPRETATION

     DEFINITIONS. In this Agreement, unless the context otherwise requires or
unless otherwise defined herein:

     "ACCOUNTS PAYABLE" means any and all amounts owing by the Company or the
Subsidiaries to trade creditors and suppliers in respect of trade accounts of
the Business as at the Effective Date, determined in accordance with generally
accepted accounting principles;

     "ACCOUNTS RECEIVABLE" means all accounts receivable of the Company and the
Subsidiaries as at the Effective Date, determined in accordance with generally
accepted accounting principles;

     "ACCRUED LIABILITIES" means any and all accrued liabilities of the Company
or the Subsidiaries, determined in accordance with generally accepted accounting
principles, as of the Effective Date, including, without limitation, accrued
Taxes, employee bonuses, commissions, profit sharing entitlements and severance
payments, and liabilities for vacation pay for employees of the Company or the
Subsidiaries in respect of any and all periods ending on or before the Effective
Date, but excluding Current Taxes, the current portion of the long-term Debt,
interest accrued on the Notes, amounts included in subsection 3.3(b)(ii) of this
Agreement and the amount of the Management Severance Obligations;

     "ACQUISITION PROPOSAL" means any proposal or offer with respect to any
merger, amalgamation, reorganization, consolidation, arrangement, business
combination, recapitalization, take-over bid, sale of assets (or any lease,
long-term supply agreement or other transaction having the same economic effect
as a sale of assets), liquidation, issue or sale of shares (or in the case of
the Vendor, any issue of trust units or any sale of 20% or more of the


<PAGE>

                                      -3-


trust units of the Vendor then outstanding) or rights or interests therein or
thereto or similar transactions involving the Vendor, the Company or any of
their Affiliates, excluding the Transactions;

     "ADJUSTMENT AMOUNT" has the meaning ascribed thereto in subsection 3.3(d)
of this Agreement;

     "ADJUSTMENT DATE" means the date that is two (2) Business Days following
the agreement of the parties or the final determination of the Independent
Auditor on the Audited Closing Statements, as the case may be, in accordance
with Section 3.5 of this Agreement;

     "AFFILIATE" means, with respect to any Person, any other Person who
directly or indirectly controls, is controlled by, or is under direct or
indirect common control with, such Person, and includes any Person in like
relation to an Affiliate. A Person shall be deemed to control a Person if such
Person possesses, directly or indirectly, the power to elect a majority of the
board of directors or similar managing bodies of such Person, whether through
the ownership of voting securities, by contract or otherwise; and the term
"controlled" shall have a similar meaning, provided that FACS Management is
deemed not to be an Affiliate of the Company or the Vendor;

     "AGED ACCOUNTS RECEIVABLE" means Accounts Receivable aged over 90 days as
at the Effective Date;

     "AGREEMENT" means this agreement (including the Schedules hereto), as it
may be amended or supplemented from time to time; and the expressions "article",
"Section", and "subsection" followed by a number means and refers to the
specified article, Section or subsection of this Agreement, and the expressions
"hereof", "hereto", "hereunder" and similar expressions mean and refer to this
Agreement;

     "ANNUAL FINANCIAL STATEMENTS" has the meaning ascribed thereto in
Subsection 4.1(29) of this Agreement;

     "APPLICABLE LAW" means, with respect to any Person, property, transaction,
event or other matter, any law, rule, statute, regulation, order, judgement,
decree, treaty or other requirement having the force of law relating or
applicable to such Person, property, transaction, event or other matter.
Applicable Law also includes, where appropriate, any interpretation of the law
(or any part thereof) by any Person having jurisdiction over it, or charged with
its administration or interpretation;

     "ASSETS" means the undertaking and all property, assets and rights of the
Company and each of the Subsidiaries of every kind and description wheresoever
situated, including, without limitation, fixed assets, equipment, leasehold
improvements, vehicles, computer equipment, Records Management Agreements,
Company Agreements, Leases, Franchise Agreements, Personal Property and
Intellectual Property of the Company and each of the Subsidiaries;

<PAGE>

                                      -4-


     "AUDITED CLOSING STATEMENTS" has the meaning ascribed thereto in subsection
3.5(a) of this Agreement;

     "BUILDINGS" means all plants, buildings, structures, erections,
appurtenances, fixtures and other improvements, systems and facilities situated
on or forming part of the Owned Real Property;

     "BUSINESS" means the business of records storage and management of
documents and records and related services, and the franchise of such services,
carried on by the Company and the Subsidiaries;

     "BUSINESS DAY" means any day, other than a Saturday, Sunday or statutory
holiday in Vancouver, British Columbia;

     "CAPITALIZED LEASES" means leases which are, or should be, in accordance
with generally accepted accounting principles, recorded as capital leases in
respect of which any of the Company or the Subsidiaries is liable as lessee;

     "CASH-BASED DEFERRED REVENUE" means services for which the Company or any
of the Subsidiaries has received payment as of the Effective Date but which will
be performed after the Effective Date;

     "CIRCULAR" means the notice of the Unitholder Meeting and accompanying
management information circular, including all schedules thereto, to be sent to
Unitholders in connection with the Unitholder Meeting;

     "CLOSING DATE" means the earlier of (i) two (2) Business Days following the
Unitholder Meeting, and (ii) December 28, 2000, as such date may be extended by
the cure provisions of subsection 12.1(b), but in no event earlier than two (2)
Business Days after delivery to the Purchaser of the Unaudited Financial
Statements in accordance with Section 3.4 of this Agreement, or such earlier or
later date, if any, as may be mutually agreed to in writing by the parties
hereto; and "CLOSING" means the completion of the Transactions on the Closing
Date;

     "COMPANY" means FACS Records Centre Inc.;

     "COMPANY AGREEMENTS" has the meaning ascribed thereto in subsection 4.1(20)
of this Agreement;

     "COMPANY'S AUDITOR" means PricewaterhouseCoopers LLP, Chartered
Accountants;

     "COMPANY'S FACILITIES" has the meaning ascribed thereto in subsection
4.1(33)(b) of this Agreement;

     "CONTRACT" means any agreement, obligation, contract, understanding,
commitment, indenture or instrument, whether written, oral or implied;

<PAGE>

                                      -5-


     "CURRENT ASSET ITEMS" means Accounts Receivable, Inventories and Pre-paid
Expenses of the Company and the Subsidiaries, on a consolidated basis, and all
other short-term assets determined in accordance with generally accepted
accounting principles (other than cash and marketable securities);

     "CURRENT LIABILITY ITEMS" means Accounts Payable, Accrued Liabilities,
Current Taxes and Deferred Revenues of the Company and the Subsidiaries, on a
consolidated basis, and all other short-term liabilities determined in
accordance with generally accepted accounting principles, other than the current
portion of long-term Debt and Capitalized Leases;

     "CURRENT TAXES" means any and all Taxes due and payable by the Company or
any of the Subsidiaries as at the Effective Date in respect of periods ending on
or prior to the Effective Date, determined in accordance with generally accepted
accounting principles;

     "DEBT" means indebtedness of the Company or any of the Subsidiaries for
borrowed money, including obligations with respect to loans, operating lines of
credit and all interest, fees and other amounts at any time owing by the Company
or any of the Subsidiaries in connection therewith and all security granted
therefor, excluding the Notes;

     "DEFERRED REVENUES" means those amounts paid or payable to the Company or
any of the Subsidiaries in return for services to be performed from and after
the Effective Date, determined in accordance with generally accepted accounting
principles;

     "EFFECTIVE DATE" means the close of business on November 30, 2000;

     "EMPLOYEE PLANS" has the meaning ascribed thereto in subsection 4.1(28)(a)
of this Agreement;

     "EMPLOYEES" has the meaning ascribed thereto in subsection 4.1(23) of this
Agreement.

     "ENCUMBRANCE" means any mortgage, charge, pledge, claim, hypothec, lien,
encumbrance, restriction, option, right of others or security interest of any
kind, whether fixed or floating, absolute, contingent or conditional;

     "ENVIRONMENTAL LAWS" has the meaning ascribed thereto in subsection
4.1(33)(a) of this Agreement;

     "ERISA" means the Employee Retirement Income Security Act of 1974 or any
successor law, and regulations and rules issued pursuant to that Act or any
successor law;

     "ESCROW AGENT" means the escrow agent appointed pursuant to the Escrow
Agreement;

     "ESCROW AGREEMENT" means the agreement in the form of Exhibit 7.7;

     "ESCROW AMOUNT" has the meaning ascribed thereto in subsection 3.6(c) of
this Agreement;


<PAGE>

                                      -6-


     "FACS FLORIDA" means FACS Records Center (Florida), Inc., a Florida
corporation;

     "FACS MANAGEMENT" means FACS Management Inc.;

     "FACS PARTNERSHIP" means FACS Records Limited Partnership, a Florida
limited partnership created by agreement dated as of March 13, 1997, by and
among FACS Florida and FACS Subco, Inc., as general partners, and Stuart Hunter,
as the limited partner;

     "FACS SUBCO" means FACS Subco, Inc., a Florida corporation.

     "FINANCIAL STATEMENTS" has the meaning ascribed thereto in subsection
4.1(29) of this Agreement;

     "FRANCHISE AGREEMENTS" means (i) the license agreement dated September 14,
1982 between the Company and 254682 B.C. Ltd. and related software license
agreement dated May 1, 1990 between the Company and Mornet Investment Management
Ltd. (formerly 254682 B.C. Ltd.), and (ii) the license agreement dated October
27, 1985 between the Company and Walsh Bros. and related software license
agreement dated December 30, 1993 between the Company and Walsh Bros.;

     "GOVERNMENTAL AUTHORIZATION" means any approval, authorization,
certificate, commitment, consent, franchise, grant, license, order, permit,
privilege, quota, registration or right, or the like which may be issued or
granted by any Governmental Body;

     "GOVERNMENTAL BODY" means any government, parliament, legislature,
regulatory authority, governmental department, agency, commission, board,
tribunal, crown corporation, or court or other law, rule or regulation-making
entity having or purporting to have jurisdiction on behalf of any nation or
state or province or other subdivision thereof or any municipality, district or
other subdivision thereof;

     "HAZARDOUS SUBSTANCES" has the meaning ascribed thereto in subsection
4.1(33)(a) of this Agreement;

     "IM DOCUMENTS" has the meaning ascribed thereto in subsection 5.1(1) of
this Agreement;

     "INDEPENDENT AUDITOR" means Deloitte & Touche or such other nationally
recognized accounting firm as may be agreed to by the parties hereto;

     "INTELLECTUAL PROPERTY" means all registered and unregistered, domestic and
foreign, trade-marks, trade names, certification marks, distinguishing guises,
copyrights, industrial designs, patents, styles, logos, designs, service marks,
inventions, licences, formulas and processes and research data, all computer and
data processing systems, and all software programs and computer support
documentation, technical expertise, know-how, trade secrets and other
proprietary rights of the Company and the Subsidiaries, and including any
rights, licences and registration applications with respect thereto;


<PAGE>

                                      -7-


     "INVENTORIES" means all inventories of the Company and the Subsidiaries
used or produced in connection with the Business and determined in accordance
with generally accepted accounting principles, including, without limitation,
raw materials, work in progress, computer tapes, optical discs, microfilm,
videotapes, storage boxes, data retrieval and billing supplies, other than
inventory which is obsolete, outdated, not useable or in excess of what is
required in the normal course of business;

     "IRC" means the Internal Revenue Code of 1986 or any successor law, and
regulations issued by the IRS pursuant to the Internal Revenue Code of 1986 or
any successor law;

     "IRS" means the United States Internal Revenue Service or any successor
agency and, to the extent relevant, the United States Department of the
Treasury;

     "JUNE FINANCIAL STATEMENTS" has the meaning ascribed thereto in subsection
4.1(29) of this Agreement;

     "LEASED PREMISES" means the premises described on Schedule 4.1(14) of this
Agreement;

     "LEASES" has the meaning ascribed thereto in subsection 4.1(14)(a) of this
Agreement;

     "MANAGEMENT OPTION" means the ten year option held by FACS Management to
acquire up to 25% of the common shares of the Company, after giving effect to
the option, at $1.27 per share;

     "MANAGEMENT SEVERANCE OBLIGATIONS" has the meaning ascribed thereto in
subsection 4.1(26) of this Agreement;

     "MATERIAL ADVERSE CHANGE" has the meaning ascribed thereto in subsection
4.1(32) of this Agreement;

     "MORTGAGE" means collectively all of the mortgages registered against the
Owned Real Property and described on Schedule 4.1(15) of this Agreement;

     "OWNED REAL PROPERTY" means the real property described in Schedule 4.1(15)
including all rights of way, licenses or rights of occupation, easements or
other similar rights and interests relating to such lands or appurtenances
thereto;

     "PERMITTED ENCUMBRANCES" means:

     (a)  Encumbrances for Taxes if such Taxes are not due and payable;

     (b)  mechanics', construction, carriers', workers', repairers', storers' or
          other similar liens (inchoate or otherwise) which individually or in
          the aggregate are not material, arising or incurred in the ordinary
          course of business which have not


<PAGE>

                                      -8-


          been filed, recorded or registered in accordance with Applicable Law
          or of which notice has not been given to the Company;

     (c)  minor title defects or irregularities consisting of minor survey
          exceptions, minor unregistered easements or rights of way,
          restrictions in the original grant from the Crown, restrictions
          implied by Applicable Law and other minor unregistered restrictions as
          to the use of Owned Real Property which title defects, irregularities
          or restrictions, do not, in the aggregate, materially impair the
          operation of the Business or the continued use of the Owned Real
          Property to which they relate after the Closing on substantially the
          same basis as such Owned Real Property is currently being used and the
          Business is currently being operated;

     (d)  easements, covenants, rights of way and other restrictions which are
          registered, provided that they do not, in the aggregate, materially
          impair the operation of the Business or the continued use of the Owned
          Real Property to which they relate after the Closing on substantially
          the same basis as the Business is currently being operated and such
          Owned Real Property is currently being used;

     (e)  registered agreements with municipalities provided that they have been
          complied with or adequate security has been furnished to secure
          compliance and provided that they do not, in the aggregate, materially
          impair the operation of the Business or the continued use of the Owned
          Real Property to which they relate after the Closing on substantially
          the same basis as the Business is being operated and such Owned Real
          Property is currently being used; and

     (f)  the Mortgage, security interests, charges and other liens and
          encumbrances listed on Schedules 4.1(15) and 4.1(16);

     "PERSON" means any individual, legal or personal representative,
partnership, company, corporation, incorporated syndicate, unincorporated
association, trust or governmental body or any other entity however designated
or constituted and words importing "person" have a similar meaning;

     "PERSONAL PROPERTY" means all personal property which is owned or being
used by the Company and its Subsidiaries, including, without limitation, all
equipment (telecommunications and computer equipment included), fixtures and
furnishings, vehicles, storage racking, and Inventory items, such as folding
cartons, containers and other storage materials. The Personal Property includes
lists of all customers of the Business and the books and records (whether
electronically maintained or otherwise) which will provide the Purchaser with
the ability to generate such lists, as well as all business addresses, post
office boxes, telephone, telex and telecopier numbers and marketing and
administrative data. Also included as Personal Property is the computerized
records management and billing system currently utilized by the Company and its
Subsidiaries to manage the Business;

     "PRE-PAID EXPENSES " means amounts paid in advance by the Company or the
Subsidiaries as at the Effective Date in respect of the Business determined and
calculated in accordance with generally accepted accounting principles,
including, without limitation, pre-paid


<PAGE>

                                      -9-


taxes, utility charges, pre-paid wages and lease deposits and payments, but
excluding any pre-paid amounts or part thereof in respect of which the Company
or the Subsidiaries will derive no benefit or which amount or part thereof
cannot be fully utilized by the Company or the Subsidiaries after Effective
Date;

     "PURCHASE DOCUMENTS" has the meaning ascribed thereto, in the case of the
Company, in subsection 4.1(2), in the case of the Vendor, in subsection 4.2(6)
and in the case of Vendorco, in subsection 4.3(2) of this Agreement;

     "PURCHASED SHARES" means all of the issued and outstanding shares of the
Company;

     "PURCHASE PRICE" has the meaning ascribed thereto in Section 3.1 of this
Agreement;

     "PURCHASER'S AUDITOR" means Arthur Andersen LLP;

     "PURCHASER'S COUNSEL" means Blake, Cassels & Graydon LLP;

     "RECORDS MANAGEMENT AGREEMENTS" has the meaning ascribed thereto in
subsection 4.1(19) of this Agreement;

     "SCHEDULES" means the schedules attached to and forming part of this
Agreement and listed in Section 1.7 of this Agreement;

     "SHARE PURCHASE PRICE" has the meaning ascribed thereto in subsection
3.2(b) of this Agreement;

     "SPECIFIED PURCHASER EVENT" means a material breach by the Purchaser of its
obligations under this Agreement which (a) has been the subject of written
notice by the Vendor to the Purchaser and IMRM specifying the breach, and (b)
IMRM or the Purchaser have failed to cure within five (5) Business Days after
receipt of such notice, before (x) the applicable date of termination under
Section 12.1 and (y) where applicable under subsection 7.15(a), an Acquisition
Proposal has been made or announced;

     "SUBSIDIARIES" means FACS Florida, FACS Subco, FACS Partnership, 397499
British Columbia Ltd. and 326252 British Columbia Ltd.;

     "SUPPORT AGREEMENT" means the support agreement among the Purchaser, FACS
Management, Robert Wiens, William H. Levine, David Mindell and Western Corporate
Enterprises Inc. to be executed concurrently with this Agreement;

     "TAMPA PROPERTIES" means the premises at 4501 Acline, Tampa, Florida leased
by the Company or a Subsidiary;

     "TAX" means any tax, duty, excise, fee, impost, assessment, deduction,
charge or withholding tax including federal or provincial sales tax, goods and
services tax, land transfer tax, property purchase tax, income taxes, business
tax, capital tax, and other provincial and


<PAGE>

                                      -10-


federal taxes, municipal tax, local tax, and all liabilities with respect
thereto, including without limitation any penalty and interest payable with
respect thereto;

     "TRANSACTIONS" means the purchase and sale of the Purchased Shares and the
Notes as contemplated by this Agreement, including the sale, transfer and
assignment of the Purchased Shares and the Notes by the Vendor to Vendorco and
the sale, transfer and assignment of the Purchased Shares and the Notes from
Vendorco to the Purchaser as provided in Section 2.4;

     "TRUSTEES" means the Trustees of the Vendor;

     "TRUST DEED" means the Declaration of Trust dated February 1, 1997
establishing the Vendor;

     "UNAUDITED CLOSING STATEMENTS" has the meaning ascribed thereto in Section
3.4 of this Agreement;

     "UNITHOLDER MEETING" means the special meeting of Unitholders (including
any adjournment thereof) that is to be convened as provided in this Agreement to
consider and, if deemed advisable, to approve the Transactions;

     "UNITHOLDER RESOLUTION" means the resolution of Unitholders required
pursuant to the Trust Deed to approve the Transactions;

     "UNITHOLDERS" means holders of trust units of the Vendor;

     "VENDOR" means FACS Records Storage Income Fund;

     "VENDORCO" means 3796281 Canada Inc.; and

     "VENDOR'S COUNSEL" means Farris, Vaughan, Wills & Murphy.

1.2 HEADINGS AND TABLE OF CONTENTS. The division of this Agreement into
Articles, Sections and subsections, the insertion of headings and the provision
of any table of contents are for convenience of reference only and shall not
affect the construction or interpretation of this Agreement.

1.3 EXTENDED MEANINGS. Unless the context requires otherwise, words importing
the singular number include the plural and vice-versa; words importing the
masculine gender include the feminine and neuter genders.

1.4 CURRENCY AND PAYMENT OBLIGATIONS. Except as otherwise expressly provided in
this Agreement all dollar amounts referred to in this Agreement are stated in
Canadian Dollars and any payment contemplated by this Agreement shall be made by
wire transfer, certified cheque or any other method that provides immediately
available funds.

1.5 ACCOUNTING PRINCIPLES. Wherever in this Agreement reference is made to a
calculation to be made in accordance with generally accepted accounting
principles, such


<PAGE>

                                      -11-


reference shall, unless otherwise specifically provided in this Agreement, be
deemed to be to the generally accepted Canadian accounting principles from time
to time applicable as at the date on which such calculation is made or required
to be made in accordance with generally accepted accounting principles,
consistently applied. All accounting terms not specifically defined herein shall
be construed in accordance with generally accepted accounting principles.

1.6 INCLUSION. Where the word "including" or "includes" is used in this
Agreement, it means "including (or includes) and without limitation".

1.7 KNOWLEDGE OF THE COMPANY. Reference herein to "the Company's knowledge" or
"knowledge of Company" or similar references shall mean to the best of the
knowledge, information and belief of the Company and its Subsidiaries after
having made all due inquiries of the senior management and operating personnel
of the Company, its Subsidiaries and FACS Management and after having reviewed
such books, records and information in the possession of the Company, its
Subsidiaries and FACS Management or subject to their control relating to the
Business.

1.8 EXHIBITS AND SCHEDULES. The following are the Exhibits and Schedules annexed
hereto and incorporated by reference and deemed to be a part hereof:

<TABLE>
<S>                 <C>   <C>
Exhibit 2.3          -    Assignment of Notes
Exhibit 7.6          -    Escrow Agreement
Exhibit 9.14(e)      -    Release of Trustees
Exhibit 9.17         -    Non-Competition and Confidentiality Agreement
Exhibit 11.2(i)      -    Opinion of Vendor's, Vendorco's and
                          Company's Counsel
Exhibit 11.3(d)      -    Opinion of Purchaser's Counsel
Exhibit 11.3(e)      -    Guarantee of Management Severance Obligations
Schedule 3.3         -    Filing and Refiling Tasks
Schedule 4.1(7)      -    Authorized and Issued Capital and Management Option
Schedule 4.1(8)      -    List of Leased Assets
Schedule 4.1(9)      -    Description of Notes
Schedule 4.1(10)     -    Interest in FACS Partnership
Schedule 4.1(11)     -    Non-Arm's Length Transactions
Schedule 4.1(13)     -    Liabilities
Schedule 4.1(14)     -    Leased Premises
Schedule 4.1(15)     -    Owned Real Property and Mortgage
Schedule 4.1(16)     -    Personal Property
Schedule 4.1(17)     -    Intellectual Property
Schedule 4.1(19A)    -    Records Management Agreements
Schedule 4.1(19B)    -    Material Records Management Agreements
Schedule 4.1(20A)    -    Other Contracts
Schedule 4.1(20B)    -    Consents
Schedule 4.1(21)     -    Customers and Suppliers
Schedule 4.1(22)     -    Records Services and Storage
Schedule 4.1(23)     -    Employees
Schedule 4.1(24)     -    Employee Contracts
</TABLE>


<PAGE>

                                      -12-


<TABLE>
<S>                 <C>   <C>
Schedule 4.1(26)     -    Management Severance Obligations
Schedule 4.1(28)     -    Employee Benefit Plans
Schedule 4.1(29)     -    Financial Statements
Schedule 4.1(31)     -    Directors, Officers, Bank Accounts
Schedule 4.1(32)     -    Material Changes
Schedule 4.1(34)     -    Tax Matters
Schedule 4.1(35)     -    Governmental Authorizations
Schedule 4.1(36)     -    Insurance
</TABLE>


                                   ARTICLE 2
                                PURCHASE AND SALE

2.1 PURCHASE OF PURCHASED SHARES. Subject to the terms and conditions hereof and
based upon the representations and warranties herein contained, at Closing with
effect as of the Effective Date, the Vendor agrees to sell, transfer and assign
the Purchased Shares to the Purchaser free and clear of all Encumbrances, and
the Purchaser agrees to purchase from the Vendor the Purchased Shares free and
clear of all Encumbrances, on the basis contemplated in Section 2.4.

2.2 PURCHASE OF NOTES. Subject to the terms and conditions hereof and based upon
the representations and warranties herein contained, at Closing with effect as
of the Effective Date, the Vendor agrees to sell, transfer and assign the Notes
free and clear of all Encumbrances to the Purchaser and the Purchaser agrees to
purchase the Notes from the Vendor free and clear of all Encumbrances on the
basis contemplated in Section 2.4.

2.3 DELIVERY OF PURCHASED SHARES AND NOTES. Subject to the fulfillment of all
the terms and conditions hereof (unless waived as herein provided), at Closing
the Vendor shall deliver to Vendorco: (i) certificates representing all the
Purchased Shares and will cause the transfer of such shares to be duly and
regularly recorded on the books of the Company in the name of Vendorco, and (ii)
an executed assignment of the Notes to Vendorco in the form attached hereto as
Exhibit 2.3 and Vendorco shall deliver to the Purchaser: (i) certificates
representing all the Purchased Shares and will cause the transfer of such shares
to be duly and regularly recorded on the books of the Company in the name of the
Purchaser, and (ii) an executed assignment of the Notes to the Purchaser in the
form attached hereto as Exhibit 2.3. All such share certificates shall be fully
transferable on the books of the Company and endorsed in blank for transfer in a
manner satisfactory to the Purchaser's Counsel.

2.4 TRANSFER THROUGH VENDORCO. At the Closing, subject to the terms and
conditions of this Agreement, the Vendor shall sell, transfer and assign the
legal, beneficial and registered title to the Purchased Shares and the Notes
(such transfer of the Notes to be made as of the Effective Date consistent with
the assignment of the Notes in the form attached as Exhibit 2.3), free and clear
of any and all Encumbrances, to Vendorco for the Purchase Price and Vendorco
will sell, transfer and assign the legal, beneficial and registered title to the
Purchased Shares and the Notes (such transfer of the Notes to be made as of the
Effective Date consistent with the assignment of the Notes in the form attached
as Exhibit 2.3), free and clear of any and all Encumbrances, to the Purchaser
for the Purchase Price. Vendorco hereby directs that the


<PAGE>

                                      -13-


Purchaser make all payments in respect of the Purchase Price as provided in this
Agreement to, or in accordance with the direction of, the Vendor in satisfaction
of the obligation of Vendorco to the Vendor, and of the Purchaser to Vendorco,
for the Purchase Price.

2.5 DIRECT OBLIGATIONS OF VENDOR AND PURCHASER. The parties agree that,
notwithstanding the transfers of the Purchased Shares and Notes to and by
Vendorco as provided for in Section 2.4, the obligations of purchase and sale
provided for in Sections 2.1 and 2.2 are direct obligations of the Vendor and
the Purchaser which are intended to be satisfied by means of the transfers
contemplated in section 2.4.

                                   ARTICLE 3
                                 PURCHASE PRICE

3.1 AGGREGATE PURCHASE PRICE. Subject to adjustment as provided in Sections 3.3
and 3.3A, the aggregate purchase price (the "PURCHASE PRICE") payable by the
Purchaser to the Vendor for the Purchased Shares and the Notes shall be an
amount equal to $58,000,000 plus accrued and unpaid interest, if any, on the
Notes up to and including the Effective Date.

3.2 ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be allocated as
follows:

     (a)  $37,500,000 plus accrued and unpaid interest, if any, on the Notes up
          to and including the Effective Date, shall be allocated to the Notes;
          and

     (b)  subject to the adjustments provided in Section 3.3, $20,500,000 shall
          be allocated to the Purchased Shares (the "SHARE PURCHASE PRICE").

3.3 ADJUSTMENTS TO SHARE PURCHASE PRICE.

     (a)  The Share Purchase Price shall be adjusted as follows:

          (i)  if the result of subtracting the sum of the Current Liability
               Items from the sum of the Current Asset Items is a figure which
               falls in the range of negative ($400,000) and $350,000, no
               adjustment shall be made to the Share Purchase Price;

          (ii) if the result of subtracting the sum of Current Liability Items
               from the sum of Current Asset Items is a lower value than
               negative ($400,000), the Share Purchase Price shall be reduced by
               the amount by which such result is lower than negative
               ($400,000); and

          (iii) if the result of subtracting the sum of Current Liability Items
               from the sum of Current Asset Items is an amount greater than
               $350,000, the Share Purchase Price shall be increased by the
               amount by which such result is greater than $350,000.

          For purposes of determining the difference between the sum of the
          Current Asset Items and the sum of the Current Liability Items as at
          the Effective Date:


<PAGE>

                                      -14-


          (i)  the amount of Accounts Receivable (before any reserve for
               doubtful Accounts Receivable included in Aged Accounts
               Receivable) will be reduced by the face value of the Aged
               Accounts Receivable;

          (ii) any credit amounts owing in respect of Accounts Receivable will
               be classified as Accounts Payable; and

          (iii) the amount of Accounts Receivable and Accounts Payable shall not
               include any amounts in excess of $25,000 that have been billed,
               accrued or incurred, as the case may be, by the Company or its
               Subsidiaries since June 30, 2000 relating to termination or
               permanent removal charges in respect of any customer or former
               customer of the Company or its Subsidiaries or of the Purchaser
               or its Affiliates, as the case may be, that has transferred, or
               notified the Company or any of the Subsidiaries, or the Purchaser
               or its Affiliates, as the case may be, that it intends to
               transfer the management and storage of its records to the
               Purchaser or an Affiliate of the Purchaser or from the Purchaser
               or an Affiliate of the Purchaser to the Company or its
               Subsidiaries, as the case may be.

     (b)  The Share Purchase Price shall also be reduced by:

          (i)  the amount of Debt (including the current portion of long-term
               Debt and the amount of Capitalized Leases), Cash-Based Deferred
               Revenues, and any accrued and unpaid interest under the Notes all
               as determined as at the Effective Date less the amount of cash
               and marketable securities of the Company and its Subsidiaries as
               at the Effective Date;

          (ii) an amount equal to the total rent cost for the Tampa Properties
               in excess of the sublease rent payments under the sublease for
               such property in effect on the Effective Date through the
               expiration date of the lease for the Tampa Properties, measured
               from the Effective Date;

          (iii) an amount equal to the amount (if any) by which the Management
               Severance Obligations (including without limitation, any amounts
               paid to management employees as contemplated in subsection
               9.14(c)) exceed $3,200,000;

          (iv) $150,000 in respect of the portion of the cost of the
               representation and warranty insurance purchased by the Purchaser
               pursuant to Section 8.3 attributable to the Company;

          (v)  an amount equal to 50% of the fees and expenses of the Company's
               Auditor in respect of the audit of the Audited Closing Statements
               pursuant to Section 3.5 of this Agreement;


<PAGE>

                                      -15-


          (vi) an amount equal to 50% of the fees and expenses of the
               Independent Auditor (if any) in respect of the determination of
               the amounts set out on the Audited Closing Statements pursuant to
               Section 3.5 of this Agreement;

          (vii) an amount equal to the aggregate of any interest or other
               payments made by the Company in connection with the Notes on or
               after the Effective Date;

          (viii) any expenses, liabilities, costs or other amounts incurred by
               the Company or any of the Subsidiaries that are the
               responsibility of the Vendor or Vendorco pursuant to the terms of
               this Agreement, including, without limitation, those referred to
               in Section 13.1; and

          (ix) the amount determined in accordance with Schedule 3.3 as the cost
               of completing the tasks associated with filing or refiling
               records received for filing or refiling (including shelving for
               placement of all records to be filed or refiled) and completing
               destructions and other inventory projects for which the Company
               or the Subsidiaries have invoiced customers or for which they
               have been paid as at the Effective Date, but excluding the costs
               associated with filing records received for filing or refiling
               during the three (3) Business Days prior to the Effective Date.

     (c)  The adjustments made pursuant to any subsection or clause of this
          Section 3.3 will be determined in respect of the Company and the
          Subsidiaries on a consolidated basis in accordance with generally
          accepted accounting principles, applied on a basis consistent with the
          Company's past practice, except as specifically provided for in this
          Agreement and without duplicating any adjustment made pursuant to any
          other subsection or clause of this Section 3.3.

     (d)  The adjustments made pursuant to this Section 3.3 shall be referred to
          collectively as the "ADJUSTMENT AMOUNT".

3.3A AGED ACCOUNTS RECEIVABLE. At Closing, the Purchaser shall pay to the Vendor
an amount equal to 50% of the amount, if any, by which the face value of the
Aged Accounts Receivable as set out in the Unaudited Closing Statement exceeds
the greater of (i) $150,000 or (ii) the Aged Accounts Receivable over 180 days.
If the face value of the Aged Accounts Receivable as set out on the Audited
Closing Statement is different than the face value of the Aged Accounts
Receivable set out on the Unaudited Closing Statement, the Purchaser and the
Vendor agree that on the Adjustment Date appropriate adjustments will be made to
the amount paid by the Purchaser at Closing in respect of the Aged Accounts
Receivable.

3.4 PREPARATION OF UNAUDITED CLOSING STATEMENTS. As soon as possible after the
Effective Date, but in any event no later than seven (7) Business Days following
the Effective Date, the Company shall prepare and deliver to the Vendor and the
Purchaser consolidated financial statements (including a balance sheet and an
income statement) of the Company for the 11 month period ending on the Effective
Date and a statement setting out the estimated calculation of the Share Purchase
Price as adjusted by the Adjustment Amount and the value of


<PAGE>

                                      -16-


the Aged Accounts Receivable as at the Effective Date (as determined by the
formula set forth in Section 3.3A), including a summary of the basis upon which
they were calculated (collectively, the "UNAUDITED CLOSING STATEMENTS"). The
Unaudited Closing Statements shall be prepared in accordance with generally
accepted accounting principles, applied on a basis consistent with the Company's
past practice except as specifically provided for in this Agreement and except
that (i) no reserve shall be established for Aged Accounts Receivable, (ii) the
amount of Accounts Receivable shall be reduced by the face value of the Aged
Accounts Receivable, (iii) accruals shall be made for vacation pay, and (iv) any
management bonuses not included as part of the Management Severance Obligations
and not otherwise included in Accrued Liabilities shall be accrued. For greater
certainty, it is agreed and acknowledged that the Unaudited Closing Statements
shall include a reserve for doubtful Accounts Receivable (other than the Aged
Accounts Receivable).

3.5 AUDIT OF UNAUDITED CLOSING STATEMENTS.

     (a)  Promptly after the delivery of the Unaudited Closing Statements to the
          Vendor and the Purchaser as provided in Section 3.4, the Company shall
          direct the Company's Auditor to audit the Unaudited Closing Statements
          and prepare and deliver audited consolidated financial statements
          (consisting of a balance sheet and an income statement but without a
          statement of cash flow or notes) of the Company for the 11 month
          period ending on the Effective Date and a statement setting out the
          estimated calculation of the Share Purchase Price as adjusted by the
          Adjustment Amount (except for amounts under subsection 3.3(b)(vi)) and
          the value of the Aged Accounts Receivable as at the Effective Date (as
          determined by the formula set forth in Section 3.3A), including a
          summary of the basis upon which they were calculated and an audit
          report thereon (collectively, the "AUDITED CLOSING STATEMENTS"). The
          Company shall direct the Company's Auditor to complete a draft of the
          Audited Closing Statements within fifteen (15) Business Days after the
          Effective Date. The Audited Closing Statements shall be prepared in
          accordance with generally accepted accounting principles, applied on a
          basis consistent with the Company's past practice except as
          specifically provided for in this Agreement and except that (i) no
          reserve shall be established for Aged Accounts Receivable, (ii) the
          amount of Accounts Receivable shall be reduced by the face value of
          the Aged Accounts Receivable, (iii) accruals shall be made for
          vacation pay, and (iv) any management bonuses not included as part of
          the Management Severance Obligations and not otherwise included in
          Accrued Liabilities shall be accrued. For greater certainty, it is
          agreed and acknowledged that the Audited Closing Statements shall
          include a reserve for doubtful Accounts Receivable (other than the
          Aged Accounts Receivable).

     (b)  As promptly as practicable, but in no event later than fifteen (15)
          Business Days after the Effective Date, the Company shall cause the
          Company's Auditor to deliver to the Purchaser and the Purchaser's
          Auditor for consideration and comment, a draft of the Audited Closing
          Statements which the Company's Auditor proposes to deliver as the
          Audited Closing Statements. For the purposes of such review, the
          Company shall provide the Purchaser's Auditor full access to all books
          and records of the Company and shall cause the Company's Auditors to


<PAGE>

                                      -17-


          permit the Purchaser and the Purchaser's Auditors to examine the
          working papers, schedules and other documentation used or prepared by
          the Company's Auditors in connection with the draft Audited Closing
          Statements.

     (c)  The Vendor and the Purchaser, together with the Company's Auditors and
          the Purchaser's Auditors, shall, as promptly as practicable, but in no
          event later than a period of ten (10) Business Days after the delivery
          of the draft Audited Closing Statements pursuant to subsection 3.5(b)
          (the "Audit Review Period"), review and discuss the draft Audited
          Closing Statements and the Company's Auditor and the Purchaser's
          Auditor shall identify and attempt to resolve any objections to any
          matters in the draft Audited Closing Statements about which the
          Purchaser or the Purchaser's Auditor disagree (the "DISPUTED ITEMS").
          If at the end of such Audit Review Period there are Disputed Items
          which cannot be agreed to, the Company's Auditors shall deliver the
          Audited Closing Statements to the Vendor and the Purchaser and
          immediately refer the determination of the Disputed Items and the
          Adjustment Amount to the Independent Auditor. The Independent Auditor
          shall be requested to resolve the Disputed Items and deliver his
          determination of the amount of the Adjustment Amount to the Vendor,
          the Purchaser and the Escrow Agent within five (5) Business Days
          following referral of the matter to the Independent Auditor and the
          decision of the Independent Auditor as to any Disputed Item and the
          Adjustment Amount shall be final and binding on both parties. The fees
          and expenses of the Independent Auditor shall be shared equally by the
          Company and the Purchaser.

3.6 PAYMENT OF PURCHASE PRICE. Subject to the fulfillment of all the terms and
conditions hereof (unless waived as herein provided), the Purchase Price shall
be paid and satisfied by the Purchaser as follows:

     (a)  at the Closing, $37,500,000 plus accrued and unpaid interest, if any,
          on the Notes shall be paid to the Vendor in accordance with subsection
          3.2(a) above;

     (b)  at the Closing, 75% of the Share Purchase Price as adjusted by the
          Adjustment Amount as set out on the Unaudited Closing Statements
          determined in accordance with Section 3.4, shall be paid to the
          Vendor;

     (c)  at the Closing, the balance of the Share Purchase Price as adjusted by
          the Adjustment Amount as set out on the Unaudited Closing Statements
          determined in accordance with Section 3.4 (the "ESCROW AMOUNT") shall
          be deposited by the Purchaser with the Escrow Agent in accordance with
          the Escrow Agreement; and

     (d) on the Adjustment Date:

          (i)  in the event that the Share Purchase Price as adjusted by the
               Adjustment Amount as determined in accordance with Section 3.5 is
               greater than the amount paid by the Purchaser pursuant to
               subsection 3.6(b) above, then an amount equal to such difference
               (the "DEFICIT AMOUNT") shall be paid by the Escrow Agent to the
               Vendor out of the Escrow Amount in accordance


<PAGE>

                                      -18-


               with the terms of the Escrow Agreement and in the event the
               Deficit Amount exceeds the Escrow Amount, the Purchaser shall pay
               or shall cause to be paid to the Vendor an amount equal to such
               excess;

          (ii) in the event that the amount paid by the Purchaser pursuant to
               subsection 3.6(b) above is greater than the Share Purchase Price
               as adjusted by the Adjustment Amount as determined in accordance
               with Section 3.5 (the amount equal to such difference referred to
               as the "SURPLUS AMOUNT"), then the Escrow Amount shall be paid by
               the Escrow Agent to the Purchaser in accordance with the terms of
               the Escrow Agreement and in the event the Surplus Amount exceeds
               the Escrow Amount, the Vendor shall pay or shall cause to be paid
               to the Purchaser an amount equal to such excess; and

          (iii) after any payments required pursuant to subsection 3.6(d)(i)
               above, the remaining balance of the Escrow Amount deposited (if
               any) shall be released by the Escrow Agent to the Purchaser in
               accordance with the terms of the Escrow Agreement.

          All income earned upon the Escrow Amount will be paid to the Purchaser
          and Vendor in the same proportion that the Escrow Amount is payable to
          the Purchaser and the Vendor.

          Each of the Vendor and the Purchaser shall direct the Escrow Agent to
          pay the Escrow Amount or parts thereof, and income earned thereon, in
          accordance with the foregoing provisions of this subsection 3.6(d).

3.7 FILING OF INCOME TAX RETURNS. The Vendor, Vendorco and the Purchaser agree
that the Share Purchase Price is the fair market value of the Purchased Shares
and the Purchaser, the Vendor and Vendorco shall file all returns and reports in
respect of Taxes in respect of the transactions contemplated hereunder
accordingly.

3.8 IMRM FINANCIAL STATEMENTS. In addition to the Unaudited Closing Statements,
the Company shall also prepare unaudited financial statements in the manner
contemplated by section 3.4 except that the statements shall be adjusted to
comply with generally accepted U.S. accounting principles with respect to the
following items: (i) provision shall be made for the amount of deferred rent
relating to the Florida facility leases and all deferred moving costs, (ii)
provision shall be made for the amounts included for leasehold improvements on
the Florida leased facilities, (iii) provision shall be made for rent for
facility leases which include defined escalator clauses to normalize the
escalations, (iv) provision shall be made for the deferral of monthly billings
billed in advance, and (v) prior period rental credits shall be amortized and
rent free periods shall be amortized. For greater certainty, the parties
acknowledge that such statements shall not be used for the purposes of
calculating the Adjustment Amount.

3.9 VENDORCO PAYMENTS. The parties hereto agree that the aggregate purchase
price payable by Vendorco to the Vendor for the Purchased Shares and the Notes
shall be the Purchase Price. Vendorco hereby authorizes and consents to all the
payments as provided in this Article 3,


<PAGE>

                                      -19-


including the payment provided for in Section 3.3A and the escrow arrangements
as provided in Section 3.6 and the Escrow Agreement and confirms that payments
to the Vendor in accordance with this Article 3 will satisfy any obligation of
the Purchaser to Vendorco.

                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES
                           OF THE VENDOR AND VENDORCO

4.1 REPRESENTATIONS AND WARRANTIES OF VENDORCO REGARDING THE COMPANY. As a
material inducement to the Purchaser to enter into this Agreement and purchase
the Purchased Shares and the Notes, Vendorco makes the following representations
and warranties to the Purchaser:

     (1)  STATUS OF THE COMPANY. The Company is a corporation duly organized,
          validly existing and in good standing under the laws of the Province
          of British Columbia and has full power and authority and is duly
          authorized, qualified and licensed to own its properties and to carry
          on its Business in each jurisdiction where ownership of its properties
          or the nature of its Business requires such authorization,
          qualification or licensing.

     (2)  CORPORATE AUTHORITY OF THE COMPANY. The board of directors of the
          Company has recommended to the Trustees that they approve the
          Transactions subject to the approval of the Unitholders Resolution,
          and that the Trustees unanimously recommend to the Unitholders that
          they vote in favour of the Unitholders Resolution. The board of
          directors of the Company has duly authorized and approved the
          execution and delivery of this Agreement and any and all agreements,
          documents or instruments to be executed and/or delivered by the
          Company in connection herewith, and the performance of its obligations
          hereunder and thereunder (collectively, all documents referred to in
          this subsection 4.1(2), subsection 4.2(6) and subsection 4.3(2), the
          "PURCHASE DOCUMENTS"). No other action by the Company is required in
          connection with the foregoing.

     (3)  POWER AND AUTHORITY OF THE COMPANY. The Company has full right, power
          and authority to enter into, execute and deliver this Agreement and
          all other agreements, documents and instruments required to be
          delivered by it hereunder and to perform its obligations hereunder and
          thereunder.

     (4)  DUE AUTHORIZATION; ENFORCEABILITY OF AGREEMENT. The entering into,
          execution and delivery of this Agreement and all other agreements to
          be delivered by the Company hereunder have been duly and validly
          authorized and approved by all necessary action on the part of the
          Company. Each of this Agreement and the Purchase Documents to which
          the Company is a party constitutes (or will constitute when executed)
          a legal, valid and binding obligation of the Company enforceable
          against it in accordance with their respective terms except as the
          same may be limited by bankruptcy, insolvency, reorganization or other
          laws affecting the enforcement of creditors' rights generally, now or
          hereafter in effect, and subject to the availability of equitable
          remedies.

     (5)  NO BREACH, ETC. The execution, delivery and performance of this
          Agreement by the Company and the consummation of the Transactions do
          not and will not: (a) conflict with,


<PAGE>

                                      -20-


          violate or result in the breach of any of the terms or conditions of,
          or constitute a default under (i) the constating documents of the
          Company or any of the Subsidiaries or, except as indicated on Schedule
          4.1(20)(B), any Contract to which the Company or any of the
          Subsidiaries is a party or any Governmental Authorization to which the
          Company, or any of the Subsidiaries is party or by which the Company
          or any of the Subsidiaries or any of their respective assets or
          properties are bound or affected, or (ii) any law, regulation,
          ordinance or decree to which the Company, the Subsidiaries, or any of
          their respective assets or properties are bound or subject, or (b)
          result in the creation or imposition of any Encumbrance or right,
          including rights of termination or cancellation, in or with respect
          to, or otherwise adversely affect, the Purchased Shares, the Notes,
          the Company, the Subsidiaries, the Business, the Assets or the Owned
          Real Property.

     (6)  CORPORATE RECORDS. The minute books and share transfer registers of
          the Company and each of the Subsidiaries are complete and accurate in
          all material respects and all signatures included therein are the
          genuine signatures of the persons whose signatures are required. True
          and correct copies of the memorandum and articles and by-laws of the
          Company and the Subsidiaries including all amendments thereto, and the
          minute books and share transfer registers of the Company and the
          Subsidiaries shall have been delivered to the Purchaser on or before
          the Closing Date.

     (7)  AUTHORIZED AND ISSUED CAPITAL OF THE COMPANY AND SUBSIDIARIES. The
          authorized and issued capital of the Company and each of the
          Subsidiaries is set out on Schedule 4.1(7) hereof. The shares
          described on Schedule 4.1(7) as issued capital of the Company and each
          of the Subsidiaries are validly issued and outstanding as fully paid
          and non-assessable and are the only issued and outstanding shares of
          the Company and each of the Subsidiaries. Other than pursuant to the
          Management Option (which is described on Schedule 4.1(7)) and the
          corporate governance agreement referred to in Section 9.6, no Person
          has any Contract or option or any right or privilege (whether by law,
          pre-emptive right that may be exercised or contract) capable of
          becoming a contract, including convertible securities, warrants or
          convertible obligations of any nature, for any purchase, subscription,
          allotment or issuance of any of the unissued shares in the capital of
          the Company or the Subsidiaries.

     (8) TITLE TO ASSETS.

          (a)  ASSETS OF THE COMPANY. The Company owns all of its Assets (except
               for leased assets disclosed on Schedule 4.1(8)) free and clear of
               any and all Encumbrances except Permitted Encumbrances. The
               Assets are sufficient to permit the continued operation of the
               Business in substantially the same manner as conducted in the
               year prior to the date hereof. Schedule 4.1(8) sets out a
               complete and accurate list of all locations where the Assets are
               situate. There is no agreement, option or other right or
               privilege outstanding in favour of any Person for the purchase
               from the Company of any of its Assets other than sales of
               inventory in the ordinary course of business or in respect of
               worn out or fully depreciated Assets sold in the ordinary course
               of business which individually and in the aggregate are not
               material to the operation of the Business.

          (b)  ASSETS OF THE SUBSIDIARIES. The Subsidiaries own all of their
               Assets (except for leased assets) free and clear of any and all
               Encumbrances except for Permitted


<PAGE>

                                      -21-


               Encumbrances. There is no agreement, option or other right or
               privilege outstanding in favour of any Person for the purchase
               from any of the Subsidiaries of any of their Assets other than
               sales of inventory in the ordinary course of business or in
               respect of worn out or fully depreciated Assets sold in the
               ordinary course of business which individually and in the
               aggregate are not material to the operation of the Business.

     (9)  THE NOTES. The aggregate principal amount outstanding under the
          Notes is now and as at the Closing Date shall be $37,500,000. All
          agreements and instruments governing the terms of the Notes are
          described in Schedule 4.1(9) and true and complete copies of such
          documentation have been delivered to the Purchaser. The amount
          outstanding under the Notes bears interest at 12.5% per annum. There
          are no contracts, agreements, arrangements or commitments between the
          Vendor or Vendorco and the Company the terms of which would: (i)
          reduce the principal amount of the Notes; (ii) extend the maturity
          date applicable to the principal amount owing under the Notes; (iii)
          reduce the rate of interest payable in respect of the Notes; or (iv)
          extend any applicable interest payment dates relating to the Notes.
          Neither the Vendor nor Vendorco has waived any Default or Event of
          Default (as those terms are defined in the Notes) under the Notes. The
          Company has performed and complied with all of its obligations under
          the Notes which have fallen due for performance. Except as set out on
          Schedule 4.1(9), neither the Vendor nor Vendorco has entered into any
          agreement or taken any action that would subject the Notes to any
          subordination, reduction or disallowance by any set-off, right of
          recoupment, defence, counterclaim or impairment of any kind. The Notes
          are unsecured.

     (10) SUBSIDIARIES.

          (a)  The Company does not own or hold directly or indirectly: (i) any
               shares or other securities of any other body corporate nor is it
               a party to any Contract to acquire any such shares other than its
               ownership of 100% of the issued and outstanding shares of FACS
               Florida, FACS Subco; 397499 British Columbia Ltd. and 326252
               British Columbia Ltd. and or (ii) any partnership interest or
               other interest of any kind in any corporation, partnership, joint
               venture, association or other entity other than as franchisor of
               franchised operations in Victoria, B.C. and Phoenix, Arizona and
               other than its interest in FACS Partnership as described in
               Schedule 4.1(10). The Company does not carry on any business or
               activity other than the Business.

          (b)  FACS Florida is a corporation duly incorporated and organized and
               validly existing under the laws of the State of Florida with the
               corporate power to own and lease its property and to carry on its
               business as now being conducted by it and is fully qualified to
               do business in each jurisdiction in which the nature of its
               business and assets make such qualification necessary. No person
               has any written or oral agreement or option for the purchase or
               acquisition of any shares or other security in the capital of
               FACS Florida. The Company is the registered, legal and beneficial
               owner of all of the issued and outstanding shares in the capital
               of FACS Florida free and clear of any Encumbrances except for
               item 2(a) on Schedule 4.1(16) and all such shares have been duly
               issued and are outstanding as fully paid and non-assessable. No
               person, firm or corporation


<PAGE>

                                      -22-


               has any agreement or option capable of becoming an agreement,
               including convertible securities, warrants or convertible
               obligations of any nature, for the purchase, subscription,
               allotment or issuance of any shares or other securities of FACS
               Florida. The only property and assets owned by FACS Florida is
               its 99.9% general partnership interest in FACS Partnership and a
               note receivable from FACS Partnership. FACS Florida is not a
               party to any contracts or agreements other than the Agreement of
               Limited Partnership of FACS Partnership dated as of March 13,
               1997, as amended, by and among FACS Florida, FACS Subco and
               Stuart Hunter, a true and complete copy of which has been
               delivered to the Purchaser. FACS Florida has no liabilities or
               obligations of any nature whatsoever, whether absolute,
               contingent or otherwise (including, without limitation,
               liabilities which are not yet due and liabilities for Taxes),
               other than a note payable to the Company in the amount of
               Cdn$3,250,000 bearing interest at 10% annually and other than as
               reflected in the Financial Statements.

          (c)  FACS Subco is a corporation duly incorporated and organized and
               validly existing under the laws of the State of Florida with the
               corporate power to own and lease its property and to carry on its
               business as now being conducted by it and is fully qualified to
               do business in each jurisdiction in which the nature of its
               business and assets make such qualification necessary. No person
               has any written or oral agreement or option for the purchase or
               acquisition of any shares or other security in the capital of
               FACS Subco. The Company is the registered, legal and beneficial
               owner of all of the issued and outstanding shares in the capital
               of FACS Subco free and clear of any Encumbrances except for item
               2(a) on Schedule 4.1(16) and all such shares have been duly
               issued and are outstanding as fully paid and non-assessable. No
               person, firm or corporation has any agreement or option capable
               of becoming an agreement, including convertible securities,
               warrants or convertible obligations of any nature, for the
               purchase, subscription, allotment or issuance of any shares or
               other securities of FACS Subco. The only property and assets
               owned by FACS Subco is its 0.099% general partnership interest in
               FACS Partnership. FACS Subco is not a party to any contracts or
               agreements other than the Agreement of Limited Partnership of
               FACS Partnership dated as of March 13, 1997, as amended, by and
               among FACS Subco, FACS Florida and Stuart Hunter, a true and
               complete copy of which has been delivered to the Purchaser. FACS
               Subco has no liabilities or obligations of any nature whatsoever,
               whether absolute, contingent or otherwise (including, without
               limitation, liabilities which are not yet due and liabilities for
               Taxes), other than DE MINIMIS expenses reflected in the Financial
               Statements.

          (d)  FACS Partnership is a limited partnership organized and validly
               existing under the laws of the State of Florida with the power to
               own and lease its property and to carry on its business as now
               being conducted by it and is fully qualified to do business in
               each jurisdiction in which the nature of its business and assets
               make such qualification necessary. No person has any written or
               oral agreement or option for the purchase or acquisition of any
               interest in FACS Partnership. FACS Florida and FACS Subco are the
               only general partners of FACS Partnership. As


<PAGE>

                                      -23-


               of the date of this Agreement, Stuart Hunter is the only limited
               partner of FACS Partnership. The Company, together with FACS
               Florida and FACS Subco will, at Closing, be the only partners of
               FACS Partnership and no other person shall have any interest
               whatsoever in FACS Partnership. The interest of FACS Florida,
               FACS Subco and the Company in FACS Partnership is and will be at
               Closing free and clear of any Encumbrances except for item 2(a)
               on Schedule 4.1(16). No person, firm or corporation has any
               agreement or option capable of becoming an agreement for the
               purchase of any interest in FACS Partnership.

          (e)  397499 British Columbia Ltd. is a corporation duly incorporated
               and organized and validly existing under the laws of the province
               of British Columbia with the corporate power to own and lease its
               property and to carry on its business as now being conducted by
               it and is fully qualified to do business in each jurisdiction in
               which the nature of its business and assets makes such
               qualification necessary. No Person has any written or oral
               agreement or option for the purchase or acquisition of any shares
               or other security in the capital of 397499 British Columbia Ltd.
               The Company is the registered, and legal and beneficial owner of
               all of the issued and outstanding shares in the capital of 397499
               British Columbia Ltd. free and clear of any Encumbrances except
               for item 2(a) on Schedule 4.1(16) and all such shares have been
               duly issued and are outstanding as fully paid and non-assessable.
               No Person, firm or corporation has any agreement or option
               capable of becoming an agreement, including convertible
               securities, warrants or convertible obligations of any nature,
               for the purchase, subscription, allotment or issuance of any
               shares or other securities of 397499 British Columbia Ltd. The
               only property and assets owned by 397499 British Columbia Ltd. is
               bare legal title to the Owned Real Property. 397499 British
               Columbia Ltd. is not a party to any contracts or agreements and
               397499 British Columbia Ltd. has no liabilities or obligations of
               any nature whatsoever, whether absolute, contingent or otherwise
               (including, without limitation, liabilities which are not yet due
               and liabilities for Taxes), other than DE MINIMIS expenses
               reflected in the Financial Statements.

          (f)  326252 British Columbia Ltd. is a corporation duly incorporated
               and organized and validly existing under the laws of the province
               of British Columbia with the corporate power to own and lease its
               property and to carry on its business as now being conducted by
               it and is fully qualified to do business in each jurisdiction in
               which the nature of its business and assets makes such
               qualification necessary. No Person has any written or oral
               agreement or option for the purchase or acquisition of any shares
               or other security in the capital of 326252 British Columbia Ltd.
               The Company is the registered, and legal and beneficial owner of
               all of the issued and outstanding shares in the capital of 326252
               British Columbia Ltd. free and clear of any Encumbrances except
               for item 2(a) on Schedule 4.1(16) and all such shares have been
               duly issued and are outstanding as fully paid and non-assessable.
               No Person, firm or corporation has any agreement or option
               capable of becoming an agreement, including convertible
               securities, warrants or convertible obligations of any nature,
               for the purchase, subscription, allotment or


<PAGE>

                                      -24-


               issuance of any shares or other securities of 326252 British
               Columbia Ltd. 326252 British Columbia Ltd. has no property or
               assets. 326252 British Columbia Ltd. is not a party to any
               contracts or agreements and 326252 British Columbia Ltd. has no
               liabilities or obligations of any nature whatsoever, whether
               absolute, contingent or otherwise (including, without limitation,
               liabilities which are not yet due and liabilities for Taxes),
               other than DE MINIMIS expenses reflected in the Financial
               Statements.

          (g)  None of the Subsidiaries other than FACS Partnership has any
               employees.

     (11) NON-ARM'S LENGTH TRANSACTIONS. Neither the Company nor any of the
          Subsidiaries has, since January 1, 1998, made any payment or loan to,
          or borrowed any monies from, and is not otherwise indebted to, any
          officer, director, employee, shareholder of the Company or any of the
          Subsidiaries or any Person not dealing at arm's length (within the
          meaning of the INCOME TAX ACT (CANADA)) with the Company or any of the
          Subsidiaries, or to any Affiliate of any of the foregoing except as
          disclosed in the Financial Statements or Schedule 4.1(11) and except
          for usual compensation paid to employees and directors in the ordinary
          course of the Business of the Company, consistent with past practice.
          Except as disclosed in Schedule 4.1(11) and except for contracts of
          employment, none of the Company or the Subsidiaries is a party to or
          bound by any contract or agreement with any officer, director,
          employee or shareholder of the Company or any of the Subsidiaries or
          any person not dealing at arm's length (within the meaning of the
          INCOME TAX ACT (Canada)) with the Company or any of the Subsidiaries
          or with any Affiliate of any of the foregoing.

     (12) NO DIVIDENDS OR RETURN ON CAPITAL. Since June 30, 2000, the Company
          has not, directly or indirectly, declared or paid any dividends or
          declared or made any other payments or distribution on or in respect
          of any of its shares. Since June 30, 2000, there has not been any
          purchase or redemption of any shares of the Company or any transfer,
          distribution or payment, directly or indirectly, of any money or other
          property or assets to the Vendor or to any other Person, other than
          payment of liabilities shown on the Financial Statements on or after
          the scheduled maturity or due date thereof, payment of interest on the
          Notes, payment of compensation for services actually rendered at rates
          not in excess of the rates prevailing on the date of, or reflected in
          the Financial Statements, payments due under the Company Agreements,
          rental payments, other payments in the ordinary course of business and
          payments of those amounts described in subsection 3.3(b)(viii) but
          only to the extent that such payments will be included in the
          calculation of subsection 3.3(b)(viii).

     (13) LIABILITIES OF THE COMPANY. Except as set forth on Schedule 4.1(13),
          the Company and the Subsidiaries do not have any liabilities,
          financial obligations or indebtedness including, without limitation,
          any liability for Taxes (whether accrued, absolute, contingent or
          otherwise) (collectively, in this subsection 4.1(13) the
          "liabilities") which are not disclosed or referred to in the Financial
          Statements nor has any of them incurred, since June 30, 2000, any
          indebtedness or liability for money borrowed which is not disclosed on
          or reflected in the Financial Statements other than indebtedness or
          liability for borrowed money or liabilities arising in the ordinary
          course of business and except for amounts included in subsection
          3.3(b)(viii). Except as set forth on Schedule 4.1(13), neither the
          Company nor any of the Subsidiaries is a party to or bound by any
          guarantee, indemnification, assumption or endorsement or any other


<PAGE>

                                      -25-


          like commitment of the obligations or indebtedness (contingent or
          otherwise) of any other Person except for the indemnification by the
          Company in accordance with this Agreement.

     (14) LEASED PREMISES.

          (a)  The Company or its Subsidiaries leases, as tenant, the Leased
               Premises described on Schedule 4.1(14) and neither the Company
               nor any of the Subsidiaries is a party to any other real property
               lease. True, complete and correct copies of the lease agreements
               pertaining to the Leased Premises have been provided to the
               Purchaser and are described on Schedule 4.1(14) (individually a
               "LEASE" and collectively the "LEASES"). The Company or its
               Subsidiaries has paid all amounts due and is not in default under
               any of the Leases, and there exists no condition or event which,
               with the passage of time, the giving of notice or both, will
               constitute a default under or breach of any of the Leases. To the
               knowledge of the Company, the subtenants of the Company's Leased
               Premises in Edmonton and Tampa are not in default under any of
               the terms and conditions of their respective subleases, and there
               exists no condition or event which, with the passage of time, the
               giving of notice or both, will constitute a default under or
               breach of such subleases.

          (b)  To the knowledge of the Company, there is no pending or proposed
               expropriation proceeding or assessment for public improvements
               with respect to any of the Leased Premises which could adversely
               affect the use, operation or value of the Business or the Assets
               of the Company or any of its Subsidiaries. Neither the Company
               nor its Subsidiaries has received any notice from any insurer or
               landlord for any of the Leased Premises notifying the Company or
               its Subsidiaries of the need to undertake any repairs,
               alterations or construction or to take any action with respect to
               any of the Leased Premises.

          (c)  To the knowledge of the Company each of the Leased Premises and
               all of the buildings, fixtures and improvements owned or leased
               by the Company or any of its Subsidiaries, and all heating and
               air conditioning equipment, plumbing, electrical and other
               mechanical facilities which are part of, or located on or in,
               such buildings or improvements are in good operating condition
               and repair, having regard to the age thereof, and, to the
               knowledge of the Company, do not require any repairs other than
               normal routine maintenance to maintain them in good operating
               condition and repair.

          (d)  All Taxes currently due and payable by the Company or any of its
               Subsidiaries with respect to the Leased Premises have been paid,
               and there is no abatement in effect with respect to all or any
               portion of the real estate taxes.

          (e)  All amounts payable to contractors, subcontractors and other
               persons or entities furnishing work, labour, materials or
               supplies for any development or construction work done at the
               Leased Premises by or on behalf of the Company or any of its
               Subsidiaries have been paid in full and there are no claims
               against the Company or the Leased Premises in connection
               therewith.


<PAGE>

                                      -26-


     (15) OWNED REAL PROPERTY.

          (a)  Schedule 4.1(15) sets out a complete and accurate description of
               all Owned Real Property owned by the Company or any of its
               Subsidiaries which, together with the Leased Premises, is all of
               the real property used in the Business. The Company or its
               Subsidiaries has good and marketable title to the Owned Real
               Property in fee simple free and clear of all Encumbrances except
               Permitted Encumbrances. Neither the Company nor any of its
               Subsidiaries has owned any other real property in the last five
               (5) years.

          (b)  Schedule 4.1(15) contains a list of all Encumbrances which affect
               the Owned Real Property and there is no material default nor is
               there any event that with the passage of time or the giving of
               notice would constitute a material default under or with respect
               to any Encumbrances relating to the Owned Real Property, each of
               which has been complied with in all material respects and is in
               good standing.

          (c)  A true and complete copy of the Mortgage and all related
               documents has been provided to the Purchaser. The Mortgage is
               described in Schedule 4.1(15). The Mortgage does not contain any
               prepayment obligation, expense, cost, penalty or premium that
               would be triggered as a result of the completion of the
               Transactions.

          (d)  There are no unregistered agreements to which the Owned Real
               Property is subject and to which the Vendor or the Company or any
               Subsidiary is a party, and to the knowledge of the Company, there
               are no other unregistered agreements, in respect of access to or
               encroachments on or by the Owned Real Property, except for
               Permitted Encumbrances. To the knowledge of the Company, no
               Permitted Encumbrances exist with respect to such matters.

          (e)  All municipal and realty taxes, rates, special levies and
               assessments with respect to the Owned Real Property are paid in
               full or have been properly accrued in the books and records of
               the Company or its Subsidiaries.

          (f)  No local improvement charges or special levies outstanding
               against the Owned Real Property are currently due and owing by
               the Company or its Subsidiaries nor has the Company, any of its
               Subsidiaries or the Vendor received any notice of a proposed new
               local improvement charge or special levy.

          (g)  To the knowledge of the Company, the Buildings have been
               constructed in a good and workmanlike manner, and comply in all
               material respects with all agreements, restrictions and
               regulations registered against title to the Owned Real Property
               or otherwise affecting the Owned Real Property.

          (h)  To the knowledge of the Company, each of the Buildings and all
               heating and air conditioning equipment, plumbing, electrical and
               other mechanical facilities which are located on or in the
               Buildings, or form a part thereof, are in good operating
               condition and repair, having regard to the age thereof, and to
               the


<PAGE>

                                      -27-


               knowledge of the Company, do not require any repairs other than
               normal routine maintenance to maintain them in good operating
               condition and repair.

          (i)  To the knowledge of the Company, there is no material defect in
               the design, construction or structure of the Buildings or any
               other material defect in the Buildings including the footings,
               foundations, bearing walls, cladding or roof of the Buildings.
               Neither the Vendor nor the Company nor its Subsidiaries has
               received any reports, correspondence or advice from any
               consultant or engineer retained by it which recommended or called
               attention to the need for repairs or other necessary work on the
               Buildings.

          (j)  The Buildings are located entirely within the boundaries of the
               Owned Real Property.

          (k)  The Company or its Subsidiaries has such rights of access to and
               from the Owned Real Property as are necessary to carry on the
               Business in the manner in which the Business is currently carried
               on and the Company does not have any knowledge of any fact or
               condition which would result in the termination of such access.

          (l)  To the knowledge of the Company, all public utilities required
               for the use and operation of the Owned Real Property connect into
               the Owned Real Property through adjoining public streets, or, if
               they pass through adjoining private land, do so in accordance
               with valid registered easements and are sufficient for the actual
               use of the Owned Real Property.

          (m)  The Owned Real Property and the Buildings and the use thereof
               comply in all material respects with all Applicable Laws relating
               to the use of real property including, without limitation laws
               relating to zoning, fire, safety, building standards, health
               standards and Environmental laws (as defined herein), and neither
               the Company nor the Vendor has received notice of any impending
               or threatened change in any such Applicable Law which would
               materially adversely affect the Owned Real Property or the
               Buildings. The current use of the Owned Real Property is in
               compliance in all material respects with, and is not in violation
               of, any covenants, conditions, restrictions or easements
               affecting the Owned Real Property or with respect to the use or
               occupancy of the Owned Real Property.

          (n)  Neither the Company nor the Subsidiaries has received any written
               work order, deficiency notice, notice of violation or other
               similar communication from any governmental agency or otherwise
               which is outstanding requiring or recommending that material work
               or repairs in connection with the Owned Real Property or any part
               thereof is necessary or required.

          (o)  No part of the Owned Real Property has been taken or expropriated
               by any federal, provincial, municipal or other competent
               authority nor has any notice or proceeding in respect thereof
               been given or, to the knowledge of the Company, commenced.


<PAGE>

                                      -28-


          (p)  All accounts for work and services performed and materials placed
               or furnished upon or in respect of the Owned Real Property at the
               request of the Company or its Subsidiaries have been fully paid
               and satisfied and no person is entitled to claim a construction,
               builders, mechanics or similar lien against the Owned Real
               Property or any part thereof, other than current accounts in
               respect of which the payment due date has not yet passed.

     (16) PERSONAL PROPERTY.

          (a)  Except as disclosed on Schedule 4.1(16), the Company or its
               Subsidiaries has good and marketable title to, and is the
               absolute owner of, all of its Personal Property, free and clear
               of all Encumbrances, except for Permitted Encumbrances and except
               the Company leases the Personal Property described as leased by
               the Company on Schedule 4.1(16).

          (b)  All of the Personal Property is in good operating condition and
               repair and does not require any repairs other than normal routine
               maintenance to maintain the Personal Property in good operating
               condition and repair. The Subsidiaries, other than FACS
               Partnership, do not own any Personal Property other than the note
               referred to in subsection 4.1(10)(b) and the interests in FACS
               Partnership.

     (17) INTELLECTUAL PROPERTY. Schedule 4.1(17) contains a complete and
          accurate list of the Intellectual Property. The corporate name of the
          Company and the tradenames, trade-marks, service marks and copyrights
          listed on Schedule 4.1(17) are the only names, trade-marks, service
          marks and copyrights which are used by the Company and the
          Subsidiaries in the operation of the Business. The Company and the
          Subsidiaries are the sole and exclusive owners of its Intellectual
          Property (other than the software licensed as disclosed in Schedule
          4.1(17) and other than applications software licensed by the Company
          in the ordinary course of business) free and clear of all Encumbrances
          except for item 2(a) on Schedule 4.1(16). No claim is being asserted
          against the Company or its Subsidiaries that its corporate name or any
          of its Intellectual Property conflict with the tradenames,
          trade-marks, service marks, copyrights, corporate names or other
          proprietary rights of any other Person and to the knowledge of the
          Company, there is no basis for any such claim or conflict; and no
          Person other than the Company and the Subsidiaries has an interest in
          the Intellectual Property. Neither the Company nor the Subsidiaries
          owns any patents or has patent applications pending and, to the
          Company's knowledge, the Company and the Subsidiaries are not engaged
          in any activity which infringes upon any patent, patent application,
          tradename, trade-mark, service mark, copyright or proprietary right of
          any other Person. Within the past three (3) years the Company and its
          Subsidiaries have not done business under or been known by any other
          name other than their current corporate name.

     (18) LEGAL MATTERS. There is no suit, action, arbitration, claim, demand,
          administrative or other proceeding or any governmental legislation
          against the Company or any of the Subsidiaries pending or, to the
          knowledge of the Company, threatened before any Governmental Body or
          administrative agency, and there is no judgment, order, award or
          decree outstanding or enforceable against the Company, any of the
          Subsidiaries, the Business or the Assets. The Company is not
          contemplating the institution of any suit, action, arbitration,
          administrative or other proceeding. To the Company's knowledge, there
          is no accident, injury or


<PAGE>

                                      -29-


          event that may result in a claim for damages against the Company or
          the Subsidiaries. To the knowledge of the Company, no state of facts
          exists or event or circumstance has occurred which gives or may give
          rise to any material claim by a Person relating to services performed
          or actions taken or failed to be taken by the Company or the
          Subsidiaries prior to the Closing Date (notwithstanding that the
          damage therefrom may be suffered on or after the Closing Date).

     (19) RECORDS MANAGEMENT AGREEMENTS. Attached as Schedule 4.1(19A) is a list
          as of August 31, 2000, by account number of all customers whose files
          and records are stored, held or maintained by the Company or a
          Subsidiary in cartons, containers (including materials stored in
          vaults) on computer tape, optical discs, microfilm, videotape or
          otherwise pursuant to written or oral agreements (collectively, the
          "RECORDS MANAGEMENT AGREEMENTS"). At Closing, the rights and benefits
          of the Company and the Subsidiaries under and pursuant to the Records
          Management Agreements will be the property of the Company or such
          Subsidiary. Except as set forth in items 2(a) and 2(c) on Schedule
          4.1(16), no Records Management Agreement has been pledged as
          collateral or is subject to any security agreement, lease, conditional
          sales contract or other title retention or security arrangement. True,
          correct and accurate copies of all standard written forms of Records
          Management Agreements used by the Company and the Subsidiaries have
          been delivered to the Purchaser. Schedule 4.1(19B) lists the Records
          Management Agreements for the top 25 customers of the Company, true,
          correct and accurate copies of which (other than the names of the
          customers) have been delivered to the Purchaser.

     (20) CONTRACTS, LEASES AND OTHER COMMITMENTS. Neither the Company nor any
          of the Subsidiaries is a party to or bound by any Contract, except for
          the following (collectively, the "COMPANY AGREEMENTS"):

          (i)  the Records Management Agreements;

          (ii) the Leases;

          (iii) the Franchise Agreements;

          (iv) contracts involving a maximum liability or obligation on the part
               of the Company of less than $20,000 each and less than $100,000
               in the aggregate; and

          (v)  the Contracts listed on Schedule 4.1(20A) hereto.

     True, correct and complete copies of all written Company Agreements (other
than those listed on Schedule 4.1(19A) which are not listed on Schedule
4.1(19B)), including all amendments thereto, have been delivered to the
Purchaser. All of the Company Agreements are valid, binding and enforceable
against the respective parties thereto in accordance with their respective
terms. The Company and the Subsidiaries and all other parties to all of the
Company Agreements have performed substantially all of the obligations required
to be performed under the Company Agreements, and neither the Company or any of
the Subsidiaries nor, to the knowledge of the Company, any other party is in
default or in arrears under the terms thereof, and no condition exists or event
has occurred which, with the giving of notice or lapse of time or both, would
constitute a default under such Company Agreements. All rights of the Company


<PAGE>

                                      -30-


and the Subsidiaries under the Company Agreements extending beyond the Closing
Date shall continue unimpaired and unchanged after the Closing Date except as
contemplated by this Agreement, without (i) the consent of any person (except
for any consent(s) which are to be obtained by the Closing Date and are set
forth on Schedule 4.1(20B)), or (ii) the payment of any penalty, the incurrence
of any additional obligations or the change of any term. Other than as indicated
on Schedule 4.1(20B), (i) neither the Company nor any of the Subsidiaries is
bound by any Company Agreement which requires prior approval or consent to, or
notice of, the change of ownership of the Purchased Shares resulting from the
consummation of the Transactions and (ii) the consummation of the Transactions
will not result in an impairment or termination of any of the Company's or the
Subsidiaries' rights under any Company Agreement. Schedule 4.1(20A) also
contains a listing of all outstanding written and, to the knowledge of the
Company, oral, offers, guarantees, advances or credit granted (other than
ordinary course trade receivables and agreements with customers) which, if
accepted, could impose any debts, obligations or liabilities upon the Purchaser,
the Company or any of the Subsidiaries after the Closing Date. All outstanding
written and oral proposals are in the ordinary course of business with arm's
length parties on competitive terms.

     (21) SUPPLIERS AND CUSTOMERS; CONFLICTS OF INTEREST.

          (a)  CUSTOMERS AND SUPPLIERS. Schedule 4.1(21) lists by identification
               number the 25 largest customers by revenue and the ten largest
               suppliers by cost of the Company for the 12 month period ending
               December 31, 1999 and the six month period ending June 30, 2000,
               and the aggregate amount which each customer was invoiced and
               each supplier was paid during such period. Except as set forth on
               Schedule 4.1(21), the Company has no knowledge of, nor has the
               Company or the Vendor received notice of, any intention on the
               part of any such customer to cease doing business with the
               Company or to modify or change in any material manner any
               existing arrangement with the Company for the purchase of any
               products or services. The relationships of the Company with each
               of its principal suppliers, shippers and customers are
               satisfactory, and there are no unresolved disputes with any such
               supplier, shipper or customer. Prior to the Closing Date, the
               Company shall cooperate with the Purchaser in making or causing
               to be made such reasonable inquiries of and written introductions
               to customers and suppliers of the Business as the Purchaser may
               reasonably deem necessary or advisable.

          (b)  CONFLICTS OF INTEREST. No partner, shareholder, director, officer
               or employee of the Company, the Subsidiaries or the Vendor or any
               Affiliate of any of the foregoing: (i) has any pecuniary interest
               in any supplier or customer of the Company or any of the
               Subsidiaries or in any other business with which the Company or
               any of the Subsidiaries conducts business or with which the
               Company or any of the Subsidiaries is in competition other than
               records management customer agreements that result in annual
               aggregate revenues to the Company and the Subsidiaries of less
               than $150,000 and which are entered into in the ordinary course
               of business on competitive terms; (ii) has any interest in any
               property or assets used by the Company or any of the
               Subsidiaries; or (iii) has any contractual or other claim,
               express or implied, of any kind whatsoever against the Company or
               any of the Subsidiaries in connection with the Business, the
               Assets or the


<PAGE>

                                      -31-


               Owned Real Property or against the Vendor in connection with the
               Purchased Shares other than those agreements which are to be
               terminated at Closing.

     (22) RECORDS SERVICES AND STORAGE.

          (a)  Substantially all items received and stored by the Company and
               the Subsidiaries on behalf of each of the Company's or the
               Subsidiaries' customers (singly or in the aggregate) are held in
               storage by the Company or the Subsidiaries and are locatable and
               accessible without extraordinary effort except for items
               withdrawn or destroyed at the respective customer's request.

          (b)  Substantially all items received by the Company or the
               Subsidiaries from customers have been logged into the Company's
               bar-coded computer inventory system and can be located through
               use of such inventory system.

          (c)  The stored items for which customers of the Company or the
               Subsidiaries are billed exist and, in all material respects, can
               be accounted for.

          (d)  Except as set forth on Schedule 4.1(22) or as adjusted in
               accordance with subsection 3.3(b)(ix), the Company and the
               Subsidiaries invoice their customers for special projects, such
               as purges and re-boxing programs, only with respect to completed
               work, and have completed all destructions and other inventory and
               special-service projects for which the Company or the
               Subsidiaries have invoiced customers or for which they have been
               paid.

          (e)  To the Company's knowledge, except as set forth on Schedule
               4.1(22) none of the Company's or the Subsidiaries' customer
               records in storage have suffered material damage (including
               damage from water) or been wrongfully destroyed except where the
               owner of such records has been promptly notified of such event.

     (23) EMPLOYEES. Attached as Schedule 4.1(23) is a complete and accurate
          list of all employees of the Company and the Subsidiaries (the
          "EMPLOYEES") as at June 30, 2000, setting forth their positions,
          salaries and other compensation, vacation benefits (both maximum
          annual and accrued and outstanding as of a recent date), years of
          service, original date of hire, classification as full time, part time
          or on lay-off or other type of leave as at such date. None of the
          Employees is on long-term disability, extended sick leave or receiving
          workers' compensation benefits other than those specifically
          identified on Schedule 4.1(23) as receiving such benefits. All
          salaries, wages, vacation pay, bonuses, commissions and other
          emoluments for or in respect of the Employees have been paid or
          accrued in the books and records of the Company or the Subsidiaries
          (as applicable) and, except as disclosed in Schedule 4.1(23), there
          are no bonuses presently accruing, due or payable to any of the
          Employees. Each of the Company and the Subsidiaries is in compliance
          in all material respects with all Applicable Laws respecting
          employment, employment practices, pay equity terms and conditions of
          employment, wages and hours and is not in arrears in the payment of
          any wages, pension or other benefits or contributions in respect
          thereof and no dispute or grievance exists with respect thereto. All
          amounts withheld, required to be withheld, paid or required to be paid
          prior to Closing in respect of the Employees pursuant to any
          Applicable Law, including statutes relating to income and


<PAGE>

                                      -32-


          other Taxes, unemployment insurance, employment standards, health
          insurance, workers' compensation and statutory pension plans have been
          withheld, paid, discharged or otherwise settled by the Company or the
          Subsidiaries, as applicable. The Company and/or the Subsidiaries have
          delivered to the Purchaser complete and correct copies of all
          personnel policies, handbooks, written procedures and forms of
          employment applications relating to the Employees. Neither the Company
          nor any of its Subsidiaries has received any complaint from, and to
          the knowledge of the Company, no complaint has been filed or
          threatened to be filed against the Company or any of the Subsidiaries
          before any federal, provincial or local governmental or
          quasi-governmental agency or authority alleging violation of law
          (federal, provincial or local) relating to employment practices or
          discrimination in employment.

     (24) EMPLOYMENT CONTRACTS. Except as set out in Schedule 4.1(24): (i)
          neither the Company nor any Subsidiary is a party to or bound by any
          written agreement with any Employee nor are there any other agreements
          with any Employee providing for a specified period of notice of
          termination or providing for any fixed term of employment; (ii)
          neither the Company nor any Subsidiary is a party to or bound by any
          sales representative agreement, consulting agreement, collective
          bargaining agreement or any agreement or commitment with any former
          Employee; and (iii) neither the Company nor any of the Subsidiaries
          has any Employees who cannot be terminated by the Company or the
          Subsidiary (as applicable) with or without notice, except for those
          Employees who are employed on an indefinite basis who require only
          reasonable notice of termination as required by Applicable Law.

     (25) EMPLOYEE COMPENSATION. Since June 30, 2000, neither the Company nor
          any Subsidiary has increased or promised to increase the compensation
          or the rate of compensation or commissions payable or to become
          payable by the Company or the Subsidiary (as applicable) to any
          director, officer, Employee or agent except for annual salary
          increases and bonuses (including employee profit sharing plans) in the
          ordinary course of business and consistent with past practice, and,
          except for Management Severance Obligations and as set forth on
          Schedule 4.1(23), neither the Company nor any Subsidiary has agreed to
          any payment of any bonus, profit-sharing or other extraordinary
          compensation to any Employee.

     (26) MANAGEMENT SEVERANCE OBLIGATIONS. The aggregate of all obligations and
          liabilities of the Company and the Subsidiaries in respect of (i) all
          termination and severance payments required to be paid to the
          management employees of the Company or the Subsidiaries listed on
          Schedule 4.1(26) in the event of the termination of their employment,
          (ii) the acquisition of Stuart Hunter's interest in FACS Records
          Limited Partnership, and (iii) bonuses or other payments payable to
          the management employees of the Company or the Subsidiaries listed on
          Schedule 4.1(26), including without limitation, any bonuses payable in
          connection with the completion of the Transactions but excluding
          bonuses that are payable as part of the normal compensation of any
          such management employee (collectively, the "MANAGEMENT SEVERANCE
          OBLIGATIONS"), do not exceed the amount in respect thereof included in
          the Unaudited Closing Statement.

     (27) COLLECTIVE AGREEMENTS. Neither the Company nor any of the Subsidiaries
          is a party to or bound by any Contract with, or commitment to, any
          labour union, trade union, employee association or employer's
          association. No trade union, employee association or other entity has
          acquired any bargaining rights by either certification or voluntary
          recognition with


<PAGE>

                                      -33-


          respect to any of the Employees of the Company or any of the
          Subsidiaries and there are no applications or discussions involving
          the Company or any of the Subsidiaries regarding such certification or
          recognition. To the knowledge of the Company there is no
          union-organizing activity or threatened union-organizing activity
          involving the Employees of the Company or any of the Subsidiaries nor
          has there been any such activity in the past three years.

     (28) BENEFIT PLANS.

          (a)  Schedule 4.1(28) lists all the employee benefits, pension benefit
               plans, 401(k) plans, bonuses, pensions, profit sharing, deferred
               compensation, stock compensation, stock purchases, stock options,
               retirement, hospitalization insurance, medical, dental or
               disability insurance, health, welfare or similar plans or
               practices, formal and informal, relating to the Employees or
               former Employees or others which are currently maintained or were
               maintained at any time in the last five (5) calendar years (the
               "EMPLOYEE PLANS").

          (b)  All of the Employee Plans are and have been established,
               registered, qualified, invested and administered in all
               respects in accordance with all laws, regulations, orders or
               other legislative, administrative or judicial promulgations
               applicable to the Employee Plans ("APPLICABLE EMPLOYEE BENEFIT
               LAWS"). To the knowledge of the Company, no fact or circumstance
               exists that adversely affects the tax-exempt status of an
               Employee Plan.

          (c)  All obligations regarding the Employee Plans have been satisfied,
               there are no outstanding defaults or violations by any party to
               any Employee Plan and no Taxes, penalties or fees are owing or
               exigible under any of the Employee Plans.

          (d)  The Company may unilaterally amend, modify, vary, revoke or
               terminate, in whole or in part, each Employee Plan and take
               contribution holidays under or withdraw surplus from each
               Employee Plan, subject only to approvals required by Applicable
               Employee Benefit Laws and the terms of the Employee Plans.

          (e)  No Employee Plan, nor any related trust or other funding medium
               thereunder, is subject to any pending investigation, examination
               or other proceeding, action or claim initiated by any
               Governmental Body or instrumentality, or by any other party
               (other than routine claims for benefits), and there exists no
               state of facts which after notice or lapse of time or both could
               reasonably be expected to give rise to any such investigation,
               examination or other proceeding, action or claim or to affect the
               registration of any Employee Plan required to be registered.

          (f)  All contributions or premiums required to be made by the Company
               or the Subsidiaries under the terms of each Employee Plan or by
               Applicable Employee Benefit Laws have been made in a timely
               fashion in accordance with Applicable Employee Benefit Laws and
               the terms of the Employee Plans, and the Company and the
               Subsidiaries do not have, and as of the Closing Date will not
               have, any liability (other than liabilities accruing after the
               Closing Date) with respect to any of the Employee Plans.
               Contributions or premiums will be paid by the Company


<PAGE>

                                      -34-


               or the Subsidiaries on an accrual basis for the period up to the
               Closing Date even though not otherwise required to be made until
               a later date.

          (g)  No amendments have been made to any Employee Plan and no
               improvements to any Employee Plan have been promised and no
               amendments or improvements to an Employee Plan will be made or
               promised by the Company or the Subsidiaries before the Closing
               Date.

          (h)  There have been no improper withdrawals, applications or
               transfers of assets from any Employee Plan or the trusts or other
               funding media relating thereto, and neither the Company, the
               Subsidiaries, nor any of their agents have been in breach of any
               fiduciary obligation with respect to the administration of the
               Employee Plans or the trusts or other funding media relating
               thereto.

          (i)  Subject to approvals under Applicable Employee Benefit Laws, the
               Company may amend, revise or merge any Employee Plan or the
               assets transferred from any Employee Plan with any other
               arrangement, plan or fund.

          (j)  The Company has furnished to the Purchaser true, correct and
               complete copies of all the Employee Plans as amended as of the
               date hereof together with all related documentation including
               funding agreements, actuarial reports, funding and financial
               information returns and statements, all professional opinions
               (whether or not internally prepared) with respect to each
               Employee Plan, all material internal memoranda concerning the
               Employee Plans, copies of material correspondence with all
               regulatory authorities with respect to each Employee Plan and
               plan summaries, booklets and personnel manuals. No material
               changes have occurred to the Employee Plans or are expected to
               occur which would affect the actuarial reports or financial
               statements required to be provided to the Purchaser pursuant to
               this subsection 4.1(28).

          (k)  Each Employee Plan is fully funded or fully insured on both an
               ongoing and solvency basis pursuant to the actuarial assumptions
               and methodology set out in Schedule 4.1(28).

          (l)  None of the Employee Plans enjoys any special tax status under
               Applicable Employee Benefit Laws, nor have any advance tax
               rulings been sought or received in respect of the Employee Plans.

          (m)  All employee data necessary to administer each Employee Plan has
               been provided by the Vendor to the Purchaser and is true and
               correct.

          (n)  No insurance policy or any other contract or agreement affecting
               any Employee Plan requires or permits a retroactive increase in
               premiums or payments due thereunder. The level of insurance
               reserves under each insured Employee Plan is reasonable and
               sufficient to provide for all incurred but unreported claims.


<PAGE>

                                      -35-


          (o)  Except as disclosed in Schedule 4.1(28), none of the Employee
               Plans provides benefits to retired Employees or to the
               beneficiaries or dependants of retired Employees.

          (p)  No actions, suits or claims against the Company with respect to
               any of the Employee Plans are pending, or to the Company's
               knowledge, threatened, and the Company has no knowledge of any
               facts which would reasonably be expected to give rise to or
               result in any such action, suit or claim.

          (q)  No payment that is owed or may become due to any director,
               officer or employee of the Company or a Subsidiary will
               constitute an "excess parachute payment" under IRC Section 280G.

          (r)  All Employee Plans are, where required, in full compliance with
               ERISA, the IRC and other applicable laws. No transaction
               prohibited by ERISA and no "prohibited transactions" under the
               IRC have occurred with respect to the Employee Plans. The Company
               has no liability to the IRS or under ERISA with respect to any
               Employee Plan. All filings required by ERISA and the IRC with
               respect to the Employee Plans have been timely filed, and all
               notices and disclosures to participants required by either ERISA
               or the IRC have been timely provided. All Taxes have been paid
               and no Taxes are payable in respect of the Employee Plans.

     (29) FINANCIAL STATEMENTS. Schedule 4.1(29) contains (i) audited
          consolidated financial statements of the Company and its Subsidiaries
          as at and for the twelve months ended December 31, 1999 and December
          31, 1998 (the "Annual Financial Statements"), and (ii) the
          consolidated balance sheet and income statement of the Company and its
          Subsidiaries as at and for the six month period ending June 30, 2000
          (the "JUNE FINANCIAL STATEMENTS"), and (iii) the consolidated balance
          sheet and income statement of the Company and its subsidiaries as at
          and for the eight month period ending August 31, 2000 (the "AUGUST
          FINANCIAL STATEMENTS") (collectively referred to as the "FINANCIAL
          STATEMENTS"). The Financial Statements (other than the August
          Financial Statements) have been prepared in accordance with generally
          accepted accounting principles consistently applied throughout the
          periods reported upon and present fairly and accurately the
          consolidated financial position as at the end of, and the results of
          operations and cash flows of the Company and its Subsidiaries for, the
          periods reported upon. The August Financial Statements have been
          prepared by the Company in accordance and consistent with past
          practice for the preparation of its month end financial statements.

     (30) ACCOUNTS RECEIVABLE. Each of the Accounts Receivable of the Company
          and the Subsidiaries have been acquired in the ordinary course of
          Business. No account debtor has any valid setoff, deduction or defense
          with respect thereto and no account debtor has asserted any such
          setoff, deduction or defense. The reserve for doubtful Accounts
          Receivable (which does not include the Aged Accounts Receivable) set
          forth in the Financial Statements is reasonable and was established in
          accordance with generally accepted accounting principles.

     (31) DIRECTORS, OFFICERS, BANK ACCOUNTS. Attached as Schedule 4.1(31) is a
          correct and complete list of (i) the directors of the Company and each
          Subsidiary, (ii) the officers of the


<PAGE>

                                      -36-


          Company and each Subsidiary, (iii) the bank accounts of the Company
          and each Subsidiary, and (iv) the persons authorized to sign cheques
          drawn on such accounts.

     (32) NO MATERIAL CHANGE. Except as set forth on Schedule 4.1(32) since June
          30, 2000, the Company and the Subsidiaries have operated in the normal
          and ordinary course, and there has been no Material Adverse Change in
          the business, assets, operations, prospects, (other than general
          business and economic conditions which affect the economy generally)
          operating results (including operating cash flow) or financial
          condition of the Business. For purposes hereof, "Material Adverse
          Change" means any change, development or occurrence which has had, or
          may reasonably be expected to have, an adverse effect aggregating 5%
          or more on the revenues or cash flow of the Company as shown on the
          financial statements of the Company for the period ending June 30,
          2000. Specifically, except as set forth on Schedule 4.1(32), since
          June 30, 2000, the Company and each of the Subsidiaries:

          (a)  has not taken any action outside of the ordinary course of
               business;

          (b)  has not borrowed any money (except in the ordinary course of
               business) or become contingently liable for any obligation or
               liability of others;

          (c)   has paid all of its debts and obligations as they became due;

          (d)  has not incurred any debt, liability or obligation of any nature
               to any party except for obligations arising in the ordinary
               course of business and except for amounts included in subsection
               3.3(b)(viii);

          (e)  has not knowingly waived any right of substantial value;

          (f)  has not purchased or redeemed any shares in its capital, or
               transferred, distributed or paid, directly or indirectly, any
               money or other property or assets to the Vendor other than
               amounts due under the Notes and dividends in respect of the
               Purchased Shares in the ordinary course of business and
               consistent with past practice; and

          (g)  has not sold or otherwise issued any shares in its capital; and

since June 30, 2000, the Company and each of the Subsidiaries have used their
best efforts to preserve its business organization intact, to keep available the
services of its Employees, and to preserve its relationships with its customers,
suppliers and others with whom it deals.

     (33) ENVIRONMENTAL COMPLIANCE.

          (a)  The Company and the Subsidiaries are in compliance in all
               material respects with all federal, provincial, state, municipal
               or local laws, rules, statutes, regulations, guidelines,
               policies, orders and directions or other requirements of any
               Governmental Body relating in any way to the environment,
               occupational health or safety or the manufacture, processing,
               importation, handling, distribution, use, transportation,
               storage, disposal or treatment of any contaminant, pollutant,
               dangerous substance, toxic substance, hazardous waste, liquid
               industrial waste, petroleum product, hazardous material or
               hazardous substance, and any


<PAGE>

                                      -37-


               controlled, restricted, regulated or banned substances
               ("HAZARDOUS SUBSTANCES") including any matters relating to a
               discharge, spill or other release, whether actual or potential of
               any contaminant (collectively, the "ENVIRONMENTAL LAWS").

          (b)  Hazardous Substances have not been used by the Company or any of
               the Subsidiaries at any of the facilities used by the Company or
               any of the Subsidiaries now or in the past, including without
               limitation the Leased Premises and the Owned Real Property
               (collectively, the "COMPANY'S FACILITIES") during the occupancy
               thereof by the Company or any of the Subsidiaries and the Company
               has no knowledge of such use by any other Person at any real
               property previously owned or leased by the Company or any
               Subsidiary during or prior to the Company's or the Subsidiaries'
               occupancy thereof in any manner which: (i) violates in any
               material respect any applicable Environmental Law; (ii) requires
               removal or remediation under applicable Environmental Law; or
               (iii) if found on any of the Company's Facilities, or, if
               improperly disposed of off of any of the Company's Facilities
               would subject the owner or occupant of such facility to damages,
               penalties, liability or an obligation to perform any work,
               clean-up, removal, remediation, repair, construction, alteration,
               demolition, renovation or installation in or in connection with
               such facility in order to comply with any Environmental Law
               ("ENVIRONMENTAL CLEANUP WORK").

          (c)  Neither the Company or any of the Subsidiaries nor, to the
               knowledge of the Company, any other Person has emitted,
               discharged, deposited or released or caused or permitted to be
               emitted, discharged, deposited or released any Hazardous
               Substances at the Leased Premises or in connection with the
               operation of the Business or at the Owned Real Property, or to
               the knowledge of the Company, at any real property previously
               owned or leased by the Company or any Subsidiary, except in
               compliance in all material respects with the Environmental Laws.

          (d)  No notice from any Governmental Body has ever been served upon
               the Company or any of the Subsidiaries, their agents or Employees
               that remains outstanding and the Company has no knowledge of any
               notice served upon any occupant, owner or prior owner of any of
               the Company's Facilities claiming any violation of any of the
               aforesaid Environmental Laws on or in connection with any of the
               Company's Facilities or with respect to the Business, or
               requiring or calling attention to the need for any Environmental
               Cleanup Work, on or in connection with any of the Company's
               Facilities in order to comply with any of the aforesaid
               Environmental Laws. Neither the Company, the Subsidiaries or
               their agents or Employees, nor, to the knowledge of the Company,
               any occupant, owner or prior owner or occupant of any of the
               Company's Facilities has ever been informed of any threatened or
               proposed serving of any such violation or corrective work order
               on or in connection with any of the Company's Facilities or with
               respect to the Business.

          (e)  The soil and subsoil and the surface and ground water in, on or
               under the Leased Premises and the Owned Real Property and, to the
               knowledge of the Company,


<PAGE>

                                      -38-


               at any real property previously owned or leased by the Company or
               the Subsidiaries, do not contain any Hazardous Substances
               resulting from the activities of the Company or the Subsidiaries
               or their Employees or agents, except in compliance in all
               material respects with the Environmental Laws and, to the
               knowledge of the Company, there are no underground storage tanks
               on or under the Leased Premises or the Owned Real Property. All
               Hazardous Substances disposed of, treated or stored on the Leased
               Premises and the Owned Real Property by the Company or the
               Subsidiaries and, to the knowledge of the Company, by any Person
               at any real property previously owned or leased by the Company or
               the Subsidiaries, have been generated, treated, stored and
               disposed of, in compliance in all material respects with all
               Environmental Laws.

          (f)  The conduct of the Company and the Subsidiaries in carrying on
               the Business including the keeping of all necessary records and
               the notification of any Governmental Body and the use and
               operation by the Company and the Subsidiaries of the Business has
               been and is in compliance in all material respects with all
               Environmental Laws. To the knowledge of the Company, there are no
               facts which could give rise to non-compliance with any
               Environmental Laws.

          (g)  There are no claims, actions, prosecutions, charges,
               investigations, hearings or other proceedings or, to the
               Company's knowledge, contemplated investigations or proceedings
               of any kind in any court or tribunal or before any Governmental
               Body, and no notice has been received by the Vendor, the Company
               or any of the Subsidiaries of any such proceeding or contemplated
               proceeding, which alleges the violation or non-compliance with
               any Environmental Law or relates to the presence of, discharge,
               deposit, escape or release of a Hazardous Substance in connection
               with the Business or the Assets or the Owned Real Property.

          (h)  Neither the Company nor any of the Subsidiaries has received
               notice of and the Company has no knowledge of any pending or
               proposed changes to Environmental Laws which would materially
               restrict or otherwise adversely affect the operation of the
               Business or the Owned Real Property.

          (i)  The Leased Premises and the Owned Real Property do not contain
               any urea formaldehyde insulation, aluminium wiring or asbestos.

     (34) TAX MATTERS.

          (a)  TAX FILINGS. The Company and each of the Subsidiaries has
               prepared and filed, before the imposition of any penalty for late
               filing, with all appropriate Governmental Bodies all Tax returns,
               declarations, remittances, information returns, reports and other
               documents of every nature required to be filed by or on behalf of
               the Company and each of the Subsidiaries in respect of any Taxes
               or in respect of any other provision in any domestic or foreign
               federal, provincial, municipal, state, territorial or other
               taxing statute for all fiscal periods ending prior to the date
               hereof and will continue to do so in respect of any fiscal period
               ending on or before the Closing Date. All such returns,
               declarations, remittances,


<PAGE>

                                      -39-


               information returns, reports and other documents are correct and
               complete in all material respects, and no material fact has been
               omitted therefrom. No extension of time in which to file any such
               returns, declarations, remittances, information returns, reports
               or other documents is in effect. All Taxes shown on all such
               returns, or on any assessments or reassessments in respect of any
               such returns have been paid in full or will be paid in full prior
               to the Closing Date. True and correct copies of all Tax returns
               filed, by or on behalf of the Company and each of the
               Subsidiaries (including any amended returns) since January 1,
               1997 have been or, upon request of Purchaser, will be provided to
               Purchaser.

          (b)  TAXES PAID. The Company and each of the Subsidiaries has paid in
               full all Taxes required to be paid on or prior to the date hereof
               and has made adequate provision in the June Balance Sheet and in
               the books and records made available to the Purchaser in
               accordance with generally accepted accounting principles for the
               payment of all Taxes in respect of all fiscal periods ending on
               or before the Closing Date. All Taxes for which the Company and
               each of the Subsidiaries is or will be liable (or that are
               imposed with respect to the Company) and that are due on or
               before the Closing Date (including Taxes shown to be due on all
               returns filed on or before the Closing Date) have been paid or
               will be paid in full on or before the Closing Date. The June
               Balance Sheet accurately reflects accruals or reserves for all
               liabilities for Taxes accrued by the Company on or prior to the
               date of the June Balance Sheet. Since the date of the June
               Balance Sheet, the Company has not incurred or accrued any
               liability for Taxes other than in connection with transactions in
               the ordinary course of business, and nor has it changed its
               method of accounting for Taxes or any method of accounting used
               in calculating Taxes.

          (c)  REASSESSMENTS OF TAXES. There are no reassessments of any of the
               Company's or the Subsidiaries' Taxes that have been issued and
               are outstanding and there are no outstanding issues which have
               been raised and communicated to the Company by any Governmental
               Body in respect of any Taxes. No Governmental Body has
               challenged, disputed or questioned the Company or any of its
               Subsidiaries in respect of Taxes or of any returns, filings or
               other reports filed under any statute providing for Taxes. The
               Company is not negotiating any draft assessment or reassessment
               with any Governmental Body. The Company is not aware of any
               contingent Tax liabilities or any grounds for an assessment or
               reassessment of the Company or any of its Subsidiaries,
               including, without limitation, unreported benefits conferred on
               the shareholder of the Company, or aggressive treatment of
               income, expenses, credits or other claims for deduction under any
               return or notice other than as disclosed in the Financial
               Statements. Neither the Company nor its Subsidiaries has received
               any indication from any Governmental Body that an assessment or
               reassessment of the Company or any of its Subsidiaries is
               proposed in respect of any Taxes, regardless of its merits.
               Neither the Company nor any of its Subsidiaries has executed or
               filed with any Governmental Body any agreement or waiver
               extending the period for assessment, reassessment or collection
               of any Taxes. Notices of assessment for all taxation years up to
               and including the taxation year ended December 30, 1998 have been
               received from the Canadian federal and provincial Governmental
               Bodies.


<PAGE>

                                      -40-


          (d)  WITHHOLDINGS AND REMITTANCES. The Company and each of the
               Subsidiaries has withheld from each payment made to any of its
               present or former Employees, officers and directors, and to all
               persons who are non-residents of Canada for the purposes of the
               INCOME TAX ACT (Canada) all amounts required by law to be
               withheld, and furthermore, has remitted such withheld amounts
               within the prescribed periods to the appropriate Governmental
               Body. The Company and each of the Subsidiaries has remitted all
               Canada Pension Plan contributions, provincial and state pension
               plan contributions, unemployment insurance premiums, employer
               health taxes and other Taxes payable by it in respect of its
               Employees and has remitted such amounts to the proper
               Governmental Body within the time required under the applicable
               legislation. The Company and each of the Subsidiaries has
               charged, collected and remitted on a timely basis all Taxes as
               required under applicable legislation on any sale, supply or
               delivery whatsoever, made by the Company.

          (e)  TAX BASIS. At the Closing Date, for purposes of the INCOME TAX
               ACT (Canada), the Company will own depreciable property of the
               prescribed classes and having undepreciated capital costs as
               provided for in its most recently completed tax return (which are
               set out in Schedule 4.1(34)) plus any additions and minus any
               dispositions since that time in the ordinary course of business.
               Schedule 4.1(34) sets forth the amount, as of the date of the
               Annual Financial Statements, of (i) all federal, provincial,
               state or local net operating loss, tax credit or charitable
               contribution carryovers available to the Company and (ii) the tax
               basis of the assets of the Company, by reasonable category,
               reflected in the Annual Financial Statements, and includes an
               explanation of how such items are reflected in the Annual
               Financial Statements. The Company has provided to the Purchaser
               complete and materially accurate workpapers supporting any
               deferred Taxes or similar account on the Annual Financial
               Statements.

          (f)  TAX ELECTIONS. Schedule 4.1(34) sets forth all federal, state or
               provincial income tax elections that have been made or will be
               made by the Vendor, Vendorco and the Company and the Subsidiaries
               with respect to any period ending on or prior to the Closing Date
               that will apply to any subsequent period.

     (35) COMPLIANCE WITH LAWS. The Company and each of the Subsidiaries is in
          compliance in all material respects with all applicable federal,
          provincial, state and local laws, rules and regulations and all
          requirements of all Governmental Bodies and has all necessary
          Government Authorizations, and other authorizations required to carry
          on the Business and to own, lease and operate the Assets in compliance
          with such laws, rules and regulations and there are no Governmental
          Authorizations which are necessary to the conduct of the Business
          other than those of a routine nature. Schedule 4.1(35) contains a
          complete accurate list of all material Governmental Authorizations
          required by the Company and the Subsidiaries to conduct the Business.
          There have been no violations or breaches of such Governmental
          Authorizations and no proceedings are pending or, to the knowledge of
          the Company, threatened, which could result


<PAGE>

                                      -41-


          in the revocation, cancellation or any adverse modification or
          limitation of any Governmental Authorizations. Neither the Company nor
          any of its Subsidiaries is subject to any outstanding deficiency
          notice, default notice, control orders, orders for compliance or work
          orders from or required by any Governmental Body and to the knowledge
          of the Company, there are no facts or circumstances which may give
          rise to any such deficiency notices, control orders, orders for
          compliance or work orders. Neither the Company nor any of its
          Subsidiaries has received any notice, not previously complied with,
          from any federal, provincial or municipal authority or any insurance
          or inspection body, that any of its properties, facilities, equipment
          or business procedures or practices fails to comply with any
          Applicable Law, ordinance, regulation, building or zoning law, or
          requirement of any public authority or body. To the knowledge of the
          Company, there are no regulations or legislation pending before any
          federal, provincial, state, local or foreign governmental body or
          legislature which, if adopted, would have a materially adverse effect
          on the Business. The transactions provided for in this Agreement will
          not result in the cancellation or termination of any of the
          Governmental Authorizations, and no consent from or notice to any
          federal, provincial, state or local Governmental Body is required to
          transfer any Governmental Authorization to the Purchaser.

     (36) INSURANCE. The Company and its Subsidiaries maintains insurance
          policies bearing the numbers, for the terms, with the companies, in
          the amounts, providing the general coverage, and with the premiums set
          forth on Schedule 4.1(36). All of such policies are in full force and
          effect and the Company and the Subsidiaries are not in default of any
          provision thereof. Neither the Company nor any of its Subsidiaries has
          received notice from any insurer of any such policies of its intention
          to cancel or refusal to renew any policy issued by it.

     (37) BANKRUPTCY. Neither the Company, any of its Subsidiaries nor the
          Vendor has proposed a compromise or arrangement to its creditors
          generally, had any petition for a receiving order in bankruptcy filed
          against it, taken any proceeding with respect to a compromise or
          arrangement, taken any proceeding to have itself declared bankrupt or
          wound-up, taken any proceeding to have a receiver appointed over any
          part of its assets, had any encumbrancer take possession of any of its
          property, or had any execution or distress become enforceable or
          become levied upon any of its property.

     (38) RESIDENCY. The Vendor is not a non-resident of Canada within the
          meaning of the INCOME TAX ACT (Canada).

     (39) REGULATORY APPROVALS. No Governmental Authorization, notice, order,
          consent, approval, license, permit, waiver or filing is required to be
          made or obtained on the part of the Vendor, the Company or any of the
          Subsidiaries in connection with the execution, delivery and
          performance of this Agreement or any other documents and agreements to
          be delivered hereunder or the performance of the obligations hereunder
          or thereunder.

     (40) COMPETITION ACT AND HSR ACT. The Company, together with its
          Subsidiaries and Affiliates, (i) do not have assets in Canada, or
          gross revenues from sales in, from or into Canada, that exceed
          $35,000,000 in aggregate value as determined in accordance with the
          Notifiable Transactions Regulations promulgated under the COMPETITION
          ACT (Canada); and (ii) do not have assets in the United States with a
          book value of US $15,000,000 or more, or gross revenues from sales
          into the United States of US$25,000,000 or more during the Company's
          most recent fiscal year as determined in accordance with the U.S.
          HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT.


<PAGE>

                                      -42-


     (41) CIRCULAR. The information to be contained in the Circular or any
          amendment thereto (including any information referred to therein or
          incorporated therein by reference) will not contain a
          misrepresentation (as such term is defined in the SECURITIES ACT
          (British Columbia)) as at the date thereof.

     (42) ACQUISITION PROPOSALS. Neither the Company nor the Vendor has received
          an Acquisition Proposal which is outstanding at the date of this
          Agreement or any request for non-public information relating to the
          Vendor, the Company or FACS Management or any of their respective
          Affiliates in connection with an Acquisition Proposal or for access to
          the properties, books or records of the Vendor, the Company or FACS
          Management, by any Person that informs the Vendor, the Company or FACS
          Management that such Person is considering making an Acquisition
          Proposal or has made an Acquisition Proposal that in any such case, is
          outstanding at the date of this Agreement.

     (43) STATEMENTS AND OTHER DOCUMENTS NOT MISLEADING. Neither this Agreement,
          including all Exhibits and Schedules, nor any other financial
          statements, documents or instruments delivered to the Purchaser in
          connection with this Agreement and the transactions contemplated by
          this Agreement, contains or will contain any untrue statement of any
          material fact or omits or will omit to state any material fact
          required to be stated to make such statement, document or instrument
          not misleading. The information contained in any public filing made by
          the Vendor does not contain a misrepresentation (as such term is
          defined in the SECURITIES ACT (British Columbia)) as at the date
          thereof.

4.2 REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND VENDORCO REGARDING THE
VENDOR, THE PURCHASED SHARES AND THE NOTES. As a material inducement to the
Purchaser to enter into this Agreement and purchase the Purchased Shares and the
Notes, the Vendor and Vendorco jointly and severally make the following
representations and warranties to the Purchaser:

     (1)  STATUS OF THE VENDOR. The Vendor is an unincorporated open-ended,
          single purpose trust established and validly existing under the laws
          of the Province of British Columbia with all necessary power,
          authority, qualification and license to hold the Purchased Shares and
          the Notes in trust for the use and benefit of the Unitholders.

     (2)  CORPORATE AUTHORITY OF THE VENDOR. The Trustees have approved the
          Transactions subject to the approval of the Unitholder Resolution and
          the Trustees have unanimously resolved to unanimously recommend to the
          Unitholders that they vote in favour of the Unitholder Resolution. The
          Trustees have duly authorized and approved the execution and delivery
          of this Agreement and the performance of its obligations as herein
          provided. Except for the actions required to hold the Unitholder
          Meeting, no other action by the Vendor is required in connection with
          the foregoing.

     (3)  POWER AND AUTHORITY OF THE VENDOR. The Trustees hold the Purchased
          Shares and Notes for the use and benefit of the Unitholders in
          accordance with the terms of the Trust

<PAGE>

                                      -43-


          Deed. The Trustees have the legal right, power and authority to
          conduct the affairs of the Vendor, including without limitation, the
          right, power and authority to enter into, execute and deliver on
          behalf of the Vendor this Agreement and to perform or cause to be
          performed the obligations of the Vendor hereunder, provided only that
          the power and authority of the Trustees to transfer the Purchased
          Shares and Notes requires approval by the Unitholders which upon
          approval of the Unitholder Resolution will be satisfied.

     (4)  DUE AUTHORIZATION; ENFORCEABILITY OF AGREEMENT. The entering into,
          execution and delivery of this Agreement has been duly and validly
          authorized and approved by all necessary action on the part of the
          Trustees. This Agreement constitutes a legal, valid and binding
          obligation of the Vendor enforceable against it in accordance with its
          terms except as the same may be limited by bankruptcy, insolvency,
          reorganization or other laws affecting the enforcement of creditors'
          rights generally, now or hereafter in effect, and subject to the
          availability of equitable remedies.

     (5)  NO BREACH, ETC. The execution, delivery and performance of this
          Agreement in accordance with its terms by the Vendor and the
          consummation of the transactions as provided for herein do not and
          will not: (a) conflict with, violate or result in the breach of any of
          the terms or conditions of, or constitute a default under (i) the
          Trust Deed or any Contract or any Governmental Authorization to which
          the Vendor is a party or by which the Vendor or the Purchased Shares
          or Notes are bound or affected, or (ii) any law, regulation, ordinance
          or decree to which, the Vendor or the Purchased Shares or Notes are
          bound or subject, or (b) result in the creation or imposition of any
          Encumbrance or right, including rights of termination or cancellation,
          in or with respect to, or otherwise adversely affect the Purchased
          Shares, the Notes or the Vendor.

     (6)  FURTHER APPROVALS BY THE VENDOR (SUBJECT TO THE APPROVAL OF THE
          UNITHOLDER RESOLUTION). At the Closing, subject to the approval of the
          Unitholder Resolution having been obtained:

          (a)  the Trustees will have approved any and all agreements, documents
               or instruments to be executed and/or delivered by the Vendor in
               connection herewith and the performance of its obligations
               thereunder (collectively, this Agreement and all documents
               referred to in this subsection 4.2(6)(a), the "PURCHASE
               DOCUMENTS") and no other action by the Vendor will be required in
               connection with the foregoing;

          (b)  the Trustees will have the legal right, power and authority to
               enter into, execute and deliver on behalf of the Vendor the
               Purchase Documents and to perform or cause to be performed the
               obligations of the Vendor thereunder;

          (c)  the entering into, execution and delivery of the Purchase
               Documents by the Vendor hereunder will have been duly and validly
               authorized and approved by all necessary action on the part of
               the Trustees. Each of the Purchase Documents to which the Vendor
               is a party will constitute when executed a legal, valid and
               binding obligation of the Vendor enforceable against it in
               accordance with their respective terms except as the same may be
               limited by bankruptcy, insolvency,


<PAGE>

                                      -44-


               reorganization or other laws affecting the enforcement of
               creditors' rights generally, now or hereafter in effect, and
               subject to the availability of equitable remedies; and

          (d)  the performance of the Agreement and the Purchase Documents in
               accordance with their respective terms by the Vendor, and the
               consummation of the transactions provided for therein will not:
               (a) conflict with, violate or result in the breach of any of the
               terms or conditions of, or constitute a default under (i) the
               Trust Deed, or any other Contract or any Governmental
               Authorization to which the Vendor is a party or by which the
               Vendor or the Purchased Shares or Notes are bound or affected, or
               (ii) any law, regulation, ordinance or decree to which the Vendor
               or the Purchased Shares or Notes are bound or subject, or (b)
               result in the creation or imposition of any Encumbrance or right,
               including rights of termination or cancellation, in or with
               respect to, or otherwise adversely affect, the Purchased Shares
               or the Notes.

     (7)  NO AGREEMENTS TO SELL SHARES OR NOTES AND NO OPTIONS. There is no
          Contract, option or any other right of any Person binding upon or
          which at any time in the future may become binding upon the Vendor to
          sell, transfer, assign, pledge, charge, mortgage or in any other way
          dispose of or encumber any of the Purchased Shares or the Notes other
          than pursuant to this Agreement. The Vendor is not a party to or bound
          by any Contract (other than the Trust Deed, certain provisions of
          which require approval by the Unitholders and which upon approval of
          the Unitholder Resolution will be satisfied) or other obligation
          whatsoever which limits or impairs the Vendor's ability to sell or
          convey good and marketable title to the Purchased Shares and the
          Notes, free and clear of any and all Encumbrances in accordance with
          the terms of this Agreement. No Person has any Contract or option or
          any right or privilege (whether by law, pre-emptive right or contract)
          capable of becoming a contract, including convertible securities,
          warrants or convertible obligations of any nature, for the purchase of
          any of the Purchased Shares or Notes, other than the Purchaser and
          Vendorco pursuant to this Agreement. None of the Purchased Shares is
          subject to any voting trust, shareholder agreement or voting agreement
          other than the corporate governance agreement referred to in Section
          9.6 of this Agreement. Upon the completion of the transactions as
          contemplated by this Agreement, the Vendor shall have transferred to
          Vendorco, and Vendorco shall have transferred to the Purchaser,
          beneficial, legal and registered title to all of the Purchased Shares
          free and clear of any and all Encumbrances.

     (8)  TITLE TO PURCHASED SHARES. The Vendor holds the Purchased Shares for
          the use and benefit of the Unitholders in accordance with the Trust
          Deed and has good and marketable title to the Purchased Shares free
          and clear of any and all Encumbrances. Subject to the approval of the
          Unitholder Resolution, the Vendor has the sole and exclusive right to
          sell, transfer and assign the legal, beneficial and registered title
          to the Purchased Shares to Vendorco in accordance with the terms of
          this Agreement, and at the Closing, will transfer the legal,
          beneficial and registered title to the Purchased Shares to Vendorco
          free and clear of all Encumbrances.

     (9)  TITLE TO NOTES. The aggregate principal amount outstanding under the
          Notes is now and as at the Closing Date shall be $37,500,000. The
          Vendor holds the Notes for the use and benefit of the Unitholders in
          accordance with the Trust Deed, free and clear of all


<PAGE>

                                      -45-


          Encumbrances and, subject to the approval of the Unitholder
          Resolution, has the power and authority to sell, assign or otherwise
          transfer the legal and beneficial title to the Notes and, at the
          Closing, will transfer the legal and beneficial title to the Notes to
          Vendorco free and clear of all Encumbrances. The Vendor has not
          assigned or agreed to assign the Notes to any Person other than the
          Purchaser and Vendorco, pursuant to this Agreement. All agreements and
          instruments governing the terms and conditions of the Notes are listed
          in Schedule 4.1(9) and true and complete copies of such documentation
          has been delivered to the Purchaser. The amount outstanding under the
          Notes bears interest at 12.5% per annum. There are no contracts,
          agreements, arrangements or commitments between the Vendor and
          Vendorco or the Company the terms of which would: (i) reduce the
          principal amount of the Notes; (ii) extend the maturity date
          applicable to the principal amount owing under the Notes; (iii) reduce
          the rate of interest payable in respect of the Notes; or (iv) extend
          any applicable interest payment dates relating to the Notes. The
          Vendor has not waived any Default or Event of Default (as those terms
          are defined in the Notes) under the Notes. Except as set out on
          Schedule 4.1(9), the Vendor has not entered into any agreement or
          taken any action that would subject the Notes to any subordination,
          reduction or disallowance by any set-off, right of recoupment,
          defence, counterclaim or impairment of any kind. The Notes are
          unsecured.

4.3 REPRESENTATIONS AND WARRANTIES OF VENDORCO REGARDING VENDORCO, THE PURCHASER
SHARES AND THE NOTES. As a material inducement to the Purchaser to enter into
this Agreement and purchase the Purchased Shares and the Notes, Vendorco makes
the following representations and warranties to the Purchaser:

     (1)  STATUS OF VENDORCO. Vendorco is a corporation duly organized, validly
          existing and in good standing under the laws of Canada and has full
          power and authority and is duly authorized, qualified and licensed to
          hold the Purchased Shares and the Notes. The only property and assets
          owned by Vendorco, and that will be owned by Vendorco prior to
          Closing, are its rights pursuant to this Agreement. At Closing, the
          only property and assets owned by Vendorco will be the Purchased
          Shares, the Notes and its rights pursuant to this Agreement. Vendorco
          is not a party to any contracts or agreements other than this
          Agreement. Vendorco has no liabilities or obligations of any nature
          whatsoever, whether absolute, contingent or otherwise (including,
          without limitation, liabilities which are not yet due and liabilities
          for Taxes), other than pursuant to this Agreement.

     (2)  CORPORATE AUTHORITY OF VENDORCO. The board of directors and
          shareholders of Vendorco have duly authorized and approved the
          execution and delivery of this Agreement and any and all agreements,
          documents or instruments to be executed and/or delivered by Vendorco
          in connection herewith, and the performance of its obligations
          hereunder and thereunder (collectively, all documents referred to in
          this subsection 4.3(2), the "Purchase Documents"). No other action by
          Vendorco is required in connection with the foregoing.

     (3)  POWER AND AUTHORITY OF VENDORCO. Vendorco has full right, power and
          authority to enter into, execute and deliver this Agreement and all
          other agreements, documents and instruments required to be delivered
          by it hereunder and to perform its obligations hereunder and
          thereunder.


<PAGE>

                                      -46-


     (4)  DUE AUTHORIZATION; ENFORCEABILITY OF AGREEMENT. The entering into,
          execution and delivery of this Agreement and all other agreements to
          be delivered by Vendorco hereunder have been duly and validly
          authorized and approved by all necessary action on the part of
          Vendorco. Each of this Agreement and the Purchase Documents to which
          Vendorco is a party constitutes (or will constitute when executed) a
          legal, valid and binding obligation of Vendorco enforceable against it
          in accordance with their respective terms except as the same may be
          limited by bankruptcy, insolvency, reorganization or other laws
          affecting the enforcement of creditors' rights generally, now or
          hereafter in effect, and subject to the availability of equitable
          remedies.

     (5)  NO BREACH, ETC. The execution, delivery and performance of this
          Agreement by Vendorco and the consummation of the Transactions do not
          and will not: (a) conflict with, violate or result in the breach of
          any of the terms or conditions of, or constitute a default under (i)
          the constating documents of Vendorco or, any Contract to which
          Vendorco is a party or any Governmental Authorization to which
          Vendorco is party or by which Vendorco or any of the Purchased Shares
          or the Notes are bound or affected, or (ii) any law, regulation,
          ordinance or decree to which Vendorco, or any of the Purchased Shares
          or the Notes are bound or subject, or (b) result in the creation or
          imposition of any Encumbrance or right, including rights of
          termination or cancellation, in or with respect to, or otherwise
          adversely affect, the Purchased Shares, the Notes, or Vendorco.

     (6)  NO AGREEMENTS TO SELL SHARES OR NOTES AND NO OPTIONS. There is no
          Contract, option or any other right of any Person binding upon or
          which at any time in the future may become binding upon Vendorco to
          sell, transfer, assign, pledge, charge, mortgage or in any other way
          dispose of or encumber any of the Purchased Shares or the Notes other
          than pursuant to this Agreement. Vendorco is not a party to or bound
          by any Contract or other obligation whatsoever which limits or impairs
          Vendorco's ability to sell or convey good and marketable title to the
          Purchased Shares and the Notes, free and clear of any and all
          Encumbrances in accordance with the terms of this Agreement. No Person
          has any Contract or option or any right or privilege (whether by law,
          pre-emptive right or contract) capable of becoming a contract,
          including convertible securities, warrants or convertible obligations
          of any nature, for the purchase of any of the Purchased Shares or
          Notes, other than the Purchaser pursuant to this Agreement. None of
          the Purchased Shares is subject to any voting trust, shareholder
          agreement or voting agreement other than the corporate governance
          agreement referred to in Section 9.6 of this Agreement. Upon the
          completion of the transactions contemplated by this Agreement,
          Vendorco shall have transferred to the Purchaser beneficial, legal and
          registered title to all of the Purchased Shares, free and clear of any
          and all Encumbrances.

     (7)  TITLE TO PURCHASED SHARES. At Closing, Vendorco shall be the sole
          legal, beneficial and registered owner of the Purchased Shares and
          shall have good and marketable title to the Purchased Shares free and
          clear of any and all Encumbrances. At Closing, Vendorco shall have the
          sole and exclusive right to sell, transfer and assign the legal,
          beneficial and registered title to the Purchased Shares to the
          Purchaser in accordance with the terms of this Agreement, and upon
          Closing, will transfer the legal, beneficial and registered title to
          the Purchased Shares to the Purchaser free and clear of all
          Encumbrances.


<PAGE>

                                      -47-


     (8)  TITLE TO NOTES. At Closing, Vendorco shall have good legal and
          beneficial ownership of the Notes, and shall have the power and
          authority to sell, assign or otherwise transfer the legal and
          beneficial title to the Notes, free and clear of all Encumbrances.
          Upon Closing, Vendorco will transfer the legal and beneficial title to
          the Notes to the Purchaser free and clear of all Encumbrances.
          Vendorco has not assigned or agreed to assign the Notes to any Person
          other than the Purchaser pursuant to this Agreement. Vendorco has not
          waived any Default or Event of Default (as those terms are defined in
          the Notes) under the Notes. Except as set out in Schedule 4.1(9),
          Vendorco has not entered into any agreement or taken any action that
          would subject the Notes to any subordination, reduction or
          disallowance by any set-off, right of recoupment, defence,
          counterclaim or impairment of any kind.

4.4 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations,
warranties and covenants of the Vendor and Vendorco contained herein shall
survive the Closing, and notwithstanding such Closing and any investigation made
by or on behalf of the Purchaser, shall continue in full force and effect after
the Closing for the benefit of the Purchaser for a period of three (3) years
following the Closing, subject to the provisions of Article 8.

                                    ARTICLE 5
            REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND IMRM

5.1 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND IMRM. As a material
inducement to the Vendor to enter into this Agreement and to consummate the
transactions provided for in this Agreement, the Purchaser and IMRM hereby
represent and warrant to the Vendor that:

     (1)  CORPORATE STATUS. The Purchaser is a company duly organized, validly
          existing and in good standing under the laws of the Province of Nova
          Scotia and has full power and authority to own its properties and to
          carry on the business presently conducted by it. IMRM is a corporation
          duly organized, validly existing and in good standing under the laws
          of the State of Delaware. Each of the Purchaser and IMRM has the
          corporate power and authority to enter into and perform its respective
          obligations under this Agreement and any and all agreements, documents
          or instruments to be executed and delivered by the Purchaser or IMRM
          in connection herewith (collectively, the "IM DOCUMENTS") to which it
          is a party.

     (2)  DUE AUTHORIZATION; ENFORCEABILITY OF AGREEMENT. The board of directors
          of the Purchaser and IMRM have duly authorized and approved the
          execution and delivery of this Agreement and the IM Documents to which
          each is a party and the performance of the transactions provided for
          herein or therein. No other corporate action by either the Purchaser
          or IMRM is required in connection herewith or therewith. This
          Agreement constitutes and, when executed, the IM Documents will
          constitute legal, valid and binding obligations of the Purchaser and
          IMRM to the extent they are parties thereto, enforceable against the
          Purchaser and IMRM to the extent they are a party thereto in
          accordance with their terms, except as the same may be limited by
          bankruptcy, insolvency, reorganization or other laws affecting the
          enforcement of creditors' rights generally now or hereafter in effect,
          and subject to the availability of equitable remedies.


<PAGE>

                                      -48-


     (3)  NO BREACH, ETC. The execution, delivery and performance of this
          Agreement and the IM Documents by the Purchaser and IMRM and the
          consummation of the Transactions do not and will not conflict with,
          violate or result in the breach of any of the terms or conditions, or
          constitute a default under (i) the constating documents of the
          Purchaser or IMRM, or (ii) any law, regulation, ordinance or degree to
          which the Purchaser or IMRM or any of their assets or properties are
          bound or subject, or (iii) any Contract to which the Purchaser or IMRM
          is a party or any of their assets or properties are bound or subject.

     (4)  REGULATORY APPROVALS. No Governmental Authorization, notice, order,
          consent, approval, license, permit, waiver or filing is required to be
          made or obtained on the part of the Purchaser or IMRM in connection
          with the execution, delivery and performance of this Agreement or the
          IM Documents or the performance of the obligations hereunder or
          thereunder, other than the filing of a notification under the
          INVESTMENT CANADA ACT.

     (5)  BANKRUPTCY. Neither the Purchaser nor IMRM has proposed a compromise
          or arrangement to its creditors generally, had any petition for a
          receiving order in bankruptcy filed against it, taken any proceeding
          with respect to a compromise or arrangement, taken any proceeding to
          have itself declared bankrupt or wound up, taken any proceeding to
          have the receiver appointed over any part of its assets, had any
          encumbrancer take possession of any of its property, or had any
          execution or distress become enforceable or become levied upon any of
          its property. The Transactions will not result in the Purchaser or
          IMRM becoming insolvent.

     (6)  REPRESENTATION AND WARRANTY INSURANCE. A true and complete copy of the
          commitment provided by the insurer to the Purchaser relating to the
          insurance referred to in Section 8.4 has been provided to the Vendor.

5.2 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations,
warranties and covenants of the Purchaser and IMRM contained herein shall
survive the Closing, and notwithstanding such Closing and any investigation made
by or on behalf of the Vendor or the Company, shall continue in full force and
effect after the Closing for the benefit of the Vendor and the Company for a
period of three (3) years following the Closing, subject to the provisions of
Article 8.

                                   ARTICLE 6
                       CONDUCT OF BUSINESS PENDING CLOSING

     6.1  CONDUCT OF BUSINESS PENDING CLOSING. The Company agrees that between
          the date hereof and the Closing Date, the Company shall and shall
          cause the Subsidiaries to (except as may be specifically required to
          comply with its obligations under this Agreement):

          (a)  except to the extent provided in Section 9.1, not take, suffer or
               permit any action or omit to take any action which would cause
               any of the representations and warranties of the Vendor or
               Vendorco contained in this Agreement or in any Schedule or
               Exhibit hereto to become untrue;

          (b)  conduct the Business in a good and diligent manner in the
               ordinary and usual course consistent with past practice;


<PAGE>

                                      -49-


          (c)  not enter into any Contract other than Contracts in the ordinary
               course of business, and not amend, modify or terminate any
               Records Management Agreement involving more than $10,000 per
               annum, without the prior written consent of the Purchaser, and
               not amend, modify or terminate any other Company Agreement except
               in the ordinary course of business and pursuant to their terms;

          (d)  use its best reasonable efforts to preserve the Company's and the
               Subsidiaries' business organization intact, to keep available the
               service of its employees and to preserve its relationships with
               customers, suppliers and others with whom it deals;

          (e)  not reveal to any party, other than the Purchaser or its
               authorized representatives, any of the business procedures and
               practices followed by the Company or the Subsidiaries in the
               conduct of the Business except as permitted in this Agreement in
               respect of a Superior Proposal;

          (f)  maintain in full force and effect all insurance currently
               maintained by the Company or the Subsidiaries;

          (g)  keep the Premises and all of the Company's and the Subsidiaries'
               equipment and tangible personal property in good operating repair
               to current standards and perform all necessary repairs and
               maintenance consistent with past practice;

          (h)  comply with all material provisions of any Company Agreement
               applicable to it as well as with all Applicable Laws, rules and
               regulations;

          (i)  not dispose of any Assets except in the ordinary course of
               business;

          (j)  not engage in any transactions in respect of the Business which
               involve the expenditure or commitment of more than $50,000 in the
               aggregate in any month without the prior written consent of the
               Purchaser;

          (k)  continue to maintain all of the Company's and Subsidiaries' usual
               business books and records in accordance with past practices;

          (l)  not amend the memorandum, articles or by-laws of the Company or
               any of the Subsidiaries;

          (m)  not declare or make any dividend or other payment on or with
               respect to the Purchased Shares or any shares or partnership
               units (as the case may be) in the capital of the Subsidiaries,
               redeem or otherwise acquire any of its shares or units or issue
               any shares or units or any option, warrant or right relating
               thereto;

          (n)  not waive any material right or cancel any material claim;

          (o)  not to pay any bonuses or additional compensation to Employees or
               increase the compensation or rate of compensation payable to any
               Employees except in the ordinary course of business consistent
               with past practice;


<PAGE>

                                      -50-


          (p)  maintain the corporate existence of the Company and each of the
               Subsidiaries and not merge or consolidate the Company or any of
               the Subsidiaries with any other entity;

          (q)  not place any additional Encumbrances on any of the Assets or the
               Owned Real Property other than in connection with purchase money
               financing of capital expenditures permitted under subsection
               6.1(j) above or otherwise approved in writing by the Purchaser;

          (r)  not borrow any money or become contingently liable for any
               obligation or liability of others and not incur any debt,
               liability or obligation of any nature to any party except for
               obligations arising in the ordinary course of business and except
               Debt incurred in the ordinary course of business up to the
               Effective Date, it being acknowledged and agreed that any Debt
               incurred after the Effective Date will require the consent of the
               Purchaser;

          (s)  not engage in any extraordinary transactions or take any
               extraordinary action to accelerate collections of Accounts
               Receivable; and

          (t)  make interest payments in connection with the Notes in the
               ordinary course of business consistent with past practice;
               provided, however, that the Company shall not make any interest
               payment or any other payments in connection with the Notes after
               the Effective Date.

     In addition, the Company agrees that between the Effective Date and the
Closing Date: (i) the Company shall not and shall cause the Subsidiaries not to
commit to or incur any cost, liability or expenditure in excess of $5,000
without the approval of the Purchaser, other than payment of remuneration to
employees in the ordinary course of business at rates in effect on the Effective
Date; and (ii) the Company and the Subsidiaries shall ensure that the amount of
records requiring filing or refiling shall not exceed the level of such records
as at the Effective Date.

     In order that the Purchaser may provide timely responses to requests by the
Company and/or the Subsidiaries for the approval of any act to be taken or
obligation to be incurred by the Company or the Subsidiaries that requires the
approval of the Purchaser under this Section 6.1, the Purchaser hereby
designates Sean Slade and Pierre Matteau with the authority to approve any such
act or the incurring of any such obligation, and the approval of such act or the
incurring of such obligation by either such individual shall be binding upon the
Purchaser, and the Purchaser shall ensure that all such responses are provided
in a timely manner to enable the Company and the Subsidiaries to carry on the
Business in the normal course.

                                    ARTICLE 7
                        FURTHER COVENANTS AND AGREEMENTS

7.1 ACCESS TO INFORMATION. Until the Closing and subject to the provisions of
the confidentiality agreement executed by Iron Mountain Records Management, Inc.
and the Company dated June 20, 2000, the Company will give to the Purchaser and
its agents full access


<PAGE>

                                      -51-


to all of the Assets of the Company and the Subsidiaries and all of the
Company's and Subsidiaries' documents, books and records relating to its current
and past operations and to the Business, and shall permit the Purchaser and its
agents to make copies thereof, and the Company shall permit the Purchaser to
interview Employees during reasonable business hours and upon reasonable prior
notice. As soon as possible after the request of the Purchaser, the Company will
deliver letters addressed to any Governmental Body as may be reasonably
requested by the Purchaser or its agents authorizing each such Governmental Body
to release to the Purchaser such information and material presently in their
files with respect to the Leased Premises, the Owned Real Property, the Assets
or the Business together with advice as to any orders, directives, action,
requests, memoranda or instructions presently outstanding against the Leased
Premises, the Owned Real Property or the Assets or the Business or any part
thereof. Without limiting the generality of the foregoing, upon the request of
the Purchaser, the Company and the Subsidiaries shall, prior to Closing, provide
the Purchaser or its agents access to the Company's and the Subsidiaries' books
and records for the purpose of enabling the Purchaser (or its agents) to audit
such books and records and prepare audited financial statements of the Company
and the Subsidiaries if the Purchaser determines it requires such statements.
The provision and review of such documentation and the investigations made by or
on behalf of the Purchaser shall not limit, waiver, diminish the scope of, or
otherwise affect in any way the representations and warranties made by the
Vendor or Vendorco herein.

7.2 TERMINATION OR PERMANENT REMOVAL CHARGES. The Company and the Subsidiaries
shall not invoice or request payment of any amounts from customers or former
customers of the Company or its Subsidiaries, including, without limitation,
Customer Nos. 313, 104 and 252 identified in Schedule 4.1(19A) (the "IMRM
CUSTOMERS"), relating to or in respect of termination or permanent removal
charges for the transfer of such customers' or former customers' records to the
Purchaser or an Affiliate of the Purchaser. The Company represents and warrants
to the Purchaser that the Company and the Subsidiaries have not invoiced or
requested payment of any amounts from the IMRM Customers relating to such
matters prior to the date hereof.

7.3 COOPERATION. The Vendor, Vendorco and the Purchaser agree to execute and
deliver all other instruments and take all such other actions as either party
may reasonably request from time to time, before or after Closing and without
payment of further consideration, to effectuate the transactions provided herein
and to confer to Purchaser the benefits intended by such transactions. The
parties shall cooperate fully with each other and with their respective counsel
and accountants in connection with any steps required to be taken as part of
their respective obligations under this Agreement.

7.4 NOTICE OF BREACH OR DEFAULT. The Vendor and the Company shall make
reasonable efforts to give prompt notice to the Purchaser, and the Purchaser
shall make reasonable efforts to give prompt notice to the Vendor and the
Company, of (i) the occurrence or non-occurrence of any event of which such
party has knowledge, whose occurrence or non-occurrence does or would be likely
to cause any representation or warranty of such party contained in this
Agreement to be untrue or inaccurate at any time from the date hereof to the
Closing Date or (ii) any failure, of which such party has knowledge, of any of
the Company, Vendorco or the Vendor, on the one hand, or the Purchaser, on the
other hand, or any officer, director, employee or agent of any of the foregoing,
to comply with or satisfy any covenant,


<PAGE>

                                      -52-


condition or agreement to be complied with or satisfied by it hereunder;
provided, however, that the delivery of any notice pursuant to this Section 7.5
shall not limit or otherwise affect the remedies available hereunder to the
party receiving such notice.

7.5 CONSENTS TO CHANGE OF CONTROL. The Company shall use its best efforts to
obtain all third party or governmental consents required (i) by virtue of a
change of control of the Company pursuant to any Company Agreement; or (ii) to
consummate the Transactions.

7.6 ESCROW AGREEMENT. At Closing, the Purchaser, Vendorco and the Vendor shall
enter into the Escrow Agreement in the form of Exhibit 7.6.

7.7 CONFIDENTIALITY.

     (a)  The Vendor acknowledges that it may have had access to confidential
and proprietary information and trade secrets, including without limitation
financial information and information relating to the present and contemplated
products, techniques and modes of merchandising, marketing techniques,
procedures and know-how of the Company and confidential information and trade
secrets concerning the customers and clients of the Company, including their
names, addresses, historical product or service purchases and specifications,
the disclosure of any of which confidential and proprietary information and
trade secrets to competitors of the Company or to the general public would be
detrimental to the best interests of the Company. The Vendor acknowledges and
agrees with the Purchaser that the right to maintain the confidentiality of such
confidential and proprietary information and trade secrets, and the right to
preserve the goodwill of the Company, constitute proprietary rights which the
Purchaser is entitled to protect. Accordingly, the Vendor covenants and agrees
with the Purchaser that it will not at any time hereafter disclose any of such
confidential and proprietary information (other than information which is in the
public domain at the time of such disclosure or information which subsequently
comes into the public domain without breach of the Vendor of its obligations
hereunder) or trade secrets to any Person.

     (b)  Between the date hereof and the Closing and thereafter if the
Transaction is not completed for any reason, the Purchaser shall be bound by the
provisions of the confidentiality agreement executed by IMRM and the Company
dated June 20, 2000 as if it were a party thereto.

7.8 EXCLUSIVE DEALING.

     (a)  Except as hereinafter permitted, neither the Vendor nor the Company
          shall, directly or indirectly, through any Trustee, officer, director,
          employee, representative or agent or any of their respective
          Affiliates:

          (i)  solicit, initiate or knowingly encourage (including by way of
               furnishing non-public information or entering into any form of
               agreement, transaction or understanding) the initiation of any
               inquiries or proposals regarding an Acquisition Proposal;


<PAGE>

                                      -53-


          (ii) participate in any discussions or negotiations regarding any
               Acquisition Proposal;

          (iii) withdraw or modify in a manner adverse to the Purchaser the
                approval of the Trustees of the Transactions or the Trustees'
                recommendation that Unitholders vote in favour of the Unitholder
                Resolution;

          (iv) approve or recommend any Acquisition Proposal; or

          (v)  enter into any agreement related to any Acquisition Proposal;

          provided, however, that, prior to receipt of approval of the
          Unitholders of the Transactions, nothing shall prevent the Trustees
          from considering and taking any action otherwise prohibited under
          clauses (ii) through (v) in accordance with Sections 7.8 and 7.9 which
          the Trustees determine, in good faith, after consultation with their
          independent financial advisors and outside counsel, is necessary for
          them to fulfill their fiduciary duties in respect of any unsolicited
          BONA FIDE written Acquisition Proposal with respect to the Vendor or
          the Company that is a proposal to acquire, directly or indirectly,
          assets representing more than 50% of the book value of the Vendor's or
          the Company's assets or more than 50% of the Vendor's outstanding
          trust units or 50% of the Company's outstanding shares and Notes,
          whether by way of merger, amalgamation, reorganization, consolidation,
          arrangement, business combination, recapitalization, take-over bid,
          sale of assets, sale or issue of shares or trust units or otherwise,
          that the Trustees shall have determined, in good faith, after
          consultation with their independent financial advisors and outside
          counsel, is reasonably capable of being completed on the terms
          proposed, taking into account all legal, financial, regulatory and
          other aspects of the proposal and the party making such proposal, and
          offers greater value to the Unitholders than the Transactions (and the
          Vendor's independent financial advisors opine in writing that such
          Acquisition Proposal is superior from a financial point of view) (any
          such Acquisition Proposal being referred to herein as a "SUPERIOR
          PROPOSAL").

     (b)  The Vendor and the Company shall immediately notify the Purchaser, at
          first orally and then in writing, of all Acquisition Proposals of
          which the Trustees or the Company are or become aware, or any
          amendments to the foregoing, or any request of which the Vendor or the
          Company are or become aware for non-public information relating to the
          Vendor, the Company or FACS Management or any of their respective
          Affiliates in connection with an Acquisition Proposal or for access to
          the properties, books or records of the Vendor, the Company or FACS
          Management, by any Person that informs the Vendor, the Company or FACS
          Management that such Person is considering making, or has made, an
          Acquisition Proposal. Such notice shall include a description to the
          extent then known of the material terms and conditions of the
          Acquisition Proposal (and the Vendor and the


<PAGE>

                                      -54-


          Company shall in a timely manner advise the Purchaser of all other
          material terms of the Acquisition Proposal as they become known) and
          the identity of the Person making such proposal, inquiry or contact
          and the Vendor and the Company shall provide such other details of the
          Acquisition Proposal, inquiry or contact as the Purchaser may
          reasonably request.

     (c)  The Vendor and the Company shall immediately cease and cause to be
          terminated all existing discussions or negotiations with any parties
          conducted before the date of this Agreement with respect to an
          Acquisition Proposal. Neither the Vendor nor the Company shall release
          any third party from or waive any provision of, any confidentiality or
          standstill agreement to which it is a party with respect to their
          respective businesses, the Company or the Business.

     (d)  If the Vendor or the Company receives a request for non-public
          information from a Person who proposes a BONA FIDE Acquisition
          Proposal in respect of the Vendor or the Company (the existence and
          content of which have been disclosed to the Purchaser), and the
          Trustees determine that such proposal would be a Superior Proposal
          pursuant to subsection 7.8(a) then, and only in such case, the
          Trustees may, subject to the execution by such Person of a
          confidentiality agreement (no less onerous to such Person than the
          Purchaser's obligations to the Vendor and the Company in that regard),
          provide such Person with access to non-public information regarding
          the Vendor or the Company. The Vendor shall send a copy of any such
          confidentiality agreement to the Purchaser immediately upon its
          execution and shall provide the Purchaser with a list of or copies of
          the information provided to such Person and immediately provide the
          Purchaser with access to similar information to which such Person was
          provided.

     (e)  Each of the Vendor and the Company shall ensure that its Trustees,
          officers, directors, employees, representatives and agents and any
          Affiliates of the Vendor and the Company and their respective
          officers, directors and employees, representatives and agents are
          aware of the provisions of this Section 7.8, and it shall be
          responsible for any breach of this Section 7.8 by any of the
          foregoing.

7.9 NOTICE BY THE VENDOR OF SUPERIOR PROPOSAL DETERMINATION.

     (a)  During the term of this Agreement, neither the Vendor nor the Company
          shall accept, approve, recommend or enter into any agreement relating
          to an Acquisition Proposal (other than a confidentiality agreement
          contemplated by Section 7.8) on the basis that it would constitute a
          Superior Proposal unless:

          (i)  it has provided the Purchaser with a copy of the Acquisition
               Proposal document which the Trustees have determined would be a
               Superior Proposal;

          (ii) five (5) Business Days shall have elapsed from the date the
               Purchaser received a copy of the Acquisition Proposal; and


<PAGE>

                                      -55-


          (iii) it has previously or concurrently with entering into such
                agreement will have paid to the Purchaser the break fee payable
                under Section 7.15.

     (b)  During the five (5) Business Day period referred to in subsection
          7.9(a) above, the Vendor acknowledges that the Purchaser shall have
          the opportunity, but not the obligation, to offer to amend the terms
          of this Agreement, which amendment, for greater certainty, may
          contemplate, in the Purchaser's discretion, a revised offer to
          purchase the Purchased Shares and the Notes, or an offer to purchase
          trust units of the Vendor or assets of the Company or such other
          transaction as the Purchaser, in its discretion, may determine. The
          Trustees will review any offer by the Purchaser to amend the terms of
          this Agreement in good faith in order to determine, in their
          discretion, in the proper exercise of their fiduciary duties, whether
          the Purchaser's offer to amend the terms of this Agreement upon
          acceptance by the Vendor would result in the Acquisition Proposal not
          being a Superior Proposal. If the Trustees determine that the
          Purchaser's offer to amend this Agreement would result in the
          Acquisition Proposal not being a Superior Proposal, the Vendor and the
          Purchaser will enter into an amended agreement with the Purchaser
          reflecting the Purchaser's amended proposal. If the Trustees continue
          to believe, in good faith and after consultation with their
          independent financial advisors and independent outside counsel, that
          the Acquisition Proposal is nonetheless a Superior Proposal and
          therefore reject the Purchaser's amended proposal, the Vendor shall
          pay the break fee to the Purchaser under Section 7.15 as required
          thereunder.

     (c)  The Vendor shall promptly reaffirm its recommendation of the
          Transactions by press release and at the Purchaser's option, by
          supplementary mailing to Unitholders, after:

          (i)  any Acquisition Proposal (which is determined by the Trustees
               under Section 7.8 or 7.9 not to be a Superior Proposal) is
               publicly announced or made; or

          (ii) the Purchaser increases (by written notice to the Vendor
               pursuant to this Section 7.9), the consideration offered under
               this Agreement in an amount or manner that the Trustees
               determine, in accordance with this Section 7.9, matches or
               betters an Acquisition Proposal that the Trustees had initially
               determined was a Superior Proposal;

any such press release shall be prepared in accordance with Section 13.3. The
Vendor also acknowledges and agrees that each successive modification of any
Acquisition Proposal which increases the consideration or otherwise materially
alters the terms thereof shall constitute a new Acquisition Proposal for
purposes of this Section 7.9.

7.10 RECOMMENDATION. The Vendor and the Company shall, and shall where
appropriate cause their respective Affiliates to, perform all obligations
required or desirable to be performed by the Vendor and the Company and their
respective Affiliates under this Agreement and shall do all such other acts and
things as may be necessary or desirable in order to


<PAGE>

                                      -56-


consummate and make effective, as soon as reasonably practicable, the
Transactions and, without limiting the generality of the foregoing, the Vendor
or the Company, as appropriate in the circumstances shall, except as provided in
Sections 7.8 and 7.9:

          (a)  through the Trustees, recommend in the Circular and at the
               Unitholder Meeting that Unitholders vote in favour of the
               Unitholder Resolution, and all public comment by the Vendor and
               the Company in relation to the Transactions shall be consistent
               with and supportive of such recommendation; neither the Vendor
               nor the Trustees shall recommend to Unitholders an Acquisition
               Proposal and if an Acquisition Proposal shall have been
               announced or otherwise become publicly known, the Trustees
               shall (A) recommend against acceptance of such by the
               Unitholders (and shall not fail to take a position or indicate
               their inability to take a position) and (B) reconfirm their
               approval and recommendation of the Transactions and their
               recommendation that Unitholders vote in favour of the Unitholder
               Resolution within five (5) Business Days of the first
               announcement or other public knowledge of such an Acquisition
               Proposal;

          (b)  not withdraw the recommendation that Unitholders vote in favour
               of the Unitholder Resolution or change, modify or amend, in a
               manner adverse to the completion of the Transactions by the
               Purchaser, such recommendation;

          (c)  use all reasonable efforts to cause the Trustees and officers of
               the Vendor and the officers and directors of the Company and FACS
               Management to (i) support the Transactions, (ii) not dispose of
               any trust units held by them before the Unitholder Resolution has
               been approved by Unitholders or this Agreement is terminated in
               accordance with its terms, whichever occurs first, and (iii) vote
               the trust units held by them at the Unitholder Meeting in favour
               of the Unitholder Resolution; and

          (d)  make all commercially reasonable efforts to actively solicit
               proxies from the Unitholders on behalf of management of the
               Vendor pursuant to the Circular (and in accordance with the
               Applicable Law).

7.11 UNITHOLDER APPROVAL. The Vendor shall as soon as reasonably practicable
after the execution and delivery of this Agreement and in any event on or before
December 22, 2000, convene and hold the Unitholder Meeting for the purpose of
considering the Unitholder Resolution (and for any other proper purpose as may
be set out in the notice for such meeting).

7.12 INFORMATION CIRCULAR. The Vendor shall prepare the Circular together with
any other documents required by applicable securities laws, regulations, orders
and policy statements and other Applicable Laws in connection with the
Transactions, and the Vendor shall cause the Circular and other documentation
required in connection with the Unitholder Meeting to be sent, in a form
consented to by the Purchaser, acting reasonably, to each Unitholder and filed
as required by Applicable Laws within 10 days of the date of this Agreement. The
Purchaser will provide the Vendor with such information regarding the Purchaser
and IMRM as the Vendor may reasonably require to enable the Vendor to include in
the Circular such information in respect of the Purchaser and IMRM as may be
required by applicable securities laws, regulations, orders and policy
statements and other Applicable Laws.


<PAGE>

                                      -57-


7.13 SECURITIES AND CORPORATE COMPLIANCE. The Vendor shall diligently do all
such acts and things as may be necessary to comply with National Policy
Statement No. 41 of the Canadian Securities Administrators in relation to the
Unitholder Meeting on an accelerated basis as contemplated in Section 1 of Part
XII thereof and, without limiting the generality of the foregoing, shall, in
consultation with the Purchaser, use its best efforts to accelerate the timing
contemplated by such policy.

7.14 PREPARATION OF FILINGS. The Vendor shall ensure that the Circular complies
with all Applicable Laws. Without limiting the generality of the foregoing, the
Vendor shall ensure that the Circular provides Unitholders with information in
sufficient detail to permit them to form a reasoned judgment concerning the
matters to be placed before them at the Unitholder Meeting.

7.15 BREAK FEE.

     (a)  If, on or before the Closing Date:

          (i)  the Purchaser shall terminate this Agreement pursuant to
               subsection 12.1(b) (provided that if the Purchaser shall
               terminate this Agreement pursuant to subsection 12.1(b)(ii) such
               breach of a covenant shall have been with respect to a failure by
               the Vendor, Vendorco or the Company to perform such covenant in a
               material respect or the Vendor shall have been aware of an
               Acquisition Proposal at the time of such termination) and (x) an
               Acquisition Proposal shall have been made or publicly announced
               by any Person before the Unitholder Meeting and not withdrawn at
               least five (5) Business Days before the date of the Unitholder
               Meeting or (y) the Vendor, the Company or any of their Affiliates
               enters into an agreement with respect to an Acquisition Proposal,
               or an Acquisition Proposal is consummated, after the date hereof
               and prior to the expiration of twelve months following the
               termination of this Agreement, unless at the time of such
               termination a Specified Purchaser Event shall have occurred and
               is continuing;

          (ii) (A) the Purchaser shall terminate this Agreement pursuant to
               subsection 12.1(e)(i) and (x) an Acquisition Proposal shall have
               been made or publicly announced by any Person before the
               Unitholder Meeting and not withdrawn at least five (5) Business
               Days before the date of the Unitholder Meeting or (y) the Vendor,
               the Company or any of their Affiliates enters into an agreement
               with respect to an Acquisition Proposal, or an Acquisition
               Proposal is consummated, after the date hereof and prior to the
               expiration of twelve months following the termination of this
               Agreement, or (B) if the Purchaser shall terminate this Agreement
               pursuant to subsections 12.1(e)(ii) or (iii), unless at the time
               of such failure to recommend or reconfirm, withdrawal or adverse
               recommendation or change or recommendation of an Acquisition
               Proposal, or determination, a Specified Purchaser Event shall
               have occurred and is continuing;


<PAGE>

                                      -58-


          (iii) the Vendor shall terminate this Agreement pursuant to subsection
                12.1(f), unless at the time of such termination a Specified
                Purchaser Event shall have occurred and is continuing;

          (iv) either the Vendor or the Purchaser shall terminate this Agreement
               pursuant to subsection 12.1(g), unless at the time of such
               termination a Specified Purchaser Event shall have occurred and
               is continuing, and (x) an Acquisition Proposal shall have been
               made or publicly announced by any Person before the Unitholder
               Meeting and not withdrawn at least five (5) Business Days before
               the date of the Unitholder Meeting and (y) the Vendor or the
               Company or any of their Affiliates enters into an agreement with
               respect to an Acquisition Proposal, or an Acquisition Proposal is
               consummated, after the date hereof and prior to the expiration of
               twelve (12) months following the termination of this Agreement;
               or

          (v)  the Purchaser shall terminate this Agreement pursuant to
               subsection 12.1(j), unless at the time of such termination a
               Specified Purchaser Event shall have occurred and is continuing;

then in any such case the Company shall pay, as liquidated damages, to the
Purchaser $2,000,000 in immediately available funds to an account designated by
the Purchaser. Such payment shall be due (A) in the case of a termination by the
Purchaser specified in clauses (i), (ii), (iv) or (v) above, within five (5)
Business Days of written notice of termination by the Purchaser, and (B) in the
case of a termination by the Vendor specified in clause (iii) or a termination
by the Vendor specified in clause (iv), prior to or at the time of termination
of this Agreement (provided that if any payment under clauses (i), (ii) or (iv)
is not otherwise payable unless the circumstances described in subclauses
(i)(y), (ii)(y) or (iv)(y) shall have occurred, then such payment shall be due
at or prior to the earlier of the entering into of the agreement and the
consummation of the transaction referred to therein).

     (b)  If (i) the Purchaser terminates this Agreement pursuant to subsection
          12.1(e)(i), (ii) an Acquisition Proposal shall not have been made or
          publicly announced before the Unitholder Meeting, or if an Acquisition
          Proposal shall have been made or publicly announced before the
          Unitholder Meeting it shall have been withdrawn before the Unitholder
          Meeting and (iii) the Unitholders shall have failed to approve the
          Unitholder Resolution at the Unitholder Meeting, then the Company
          shall pay to the Purchaser $500,000.00 as liquidated damages in
          immediately available funds to an account designated by the Purchaser,
          payable within two (2) Business Days of such termination.

     (c)  The parties agree that the payments contained in this Section 7.15 are
          an integral part of the transactions contemplated by this Agreement
          and constitute liquidated damages and not a penalty. For greater
          certainty, the parties agree that if the Company pays to the Purchaser
          the amounts required by, and in accordance with, Section 7.15, the
          Purchaser shall have no other remedy for any breach of this Agreement
          by the Vendor, Vendorco or the Company. Any payment due under


<PAGE>

                                      -59-


          subsection 7.15(a) or 7.15(b) shall be reduced dollar-for-dollar by
          any payment previously made under subsection 7.15(b) or Section 12.4.

7.16 INVESTMENT CANADA NOTIFICATION. Within 30 days following the Closing Date,
the Purchaser shall file a notification with Industry Canada pursuant to the
requirements of the INVESTMENT CANADA ACT.

7.17 SUPPORT AGREEMENT. The Purchaser's obligations under this Agreement are
subject to the execution and delivery of the Support Agreement.

7.18 PURCHASE OF STUART HUNTER'S INTEREST IN FACS RECORDS LIMITED PARTNERSHIP.
On or prior to Closing, the Company shall purchase Stuart Hunter's interest in
FACS Records Limited Partnership for a purchase price of US$400,000 on condition
that Stuart Hunter has no recourse whatsoever against the Company or any
Subsidiaries in respect of his interest in FACS Records Limited Partnership. The
Company shall provide the Purchaser with copies of all agreements and documents
delivered or to be delivered in connection with this purchase from Stuart
Hunter. At Closing, the Purchaser shall provide funds to the Company (either by
way of loan, equity or otherwise) sufficient to purchase Stuart Hunter's
interest in FACS Records Limited Partnership as contemplated by this Section
7.18.

7.19 CHANGE OF NAME. The Vendor shall, within ninety (90) days following Closing
dissolve or change its name to delete any reference to "FACS Records Storage".

7.20 ACTIONS TO SATISFY CLOSING CONDITIONS. Each of the parties hereto hereby
agrees to take all such actions as are within its power and control, and to use
its reasonable efforts to cause other actions to be taken which are not within
its power and control, so as to ensure compliance with any conditions set forth
in Articles 9 and 10 hereof which are for the benefit of any other party hereto.

                                    ARTICLE 8
                          INDEMNIFICATION AND COVENANTS

8.1 GENERAL INDEMNITY BY COMPANY AND VENDORCO. Subject to the limitations on
liability and on recourse in respect thereof contained in this Article 8, in the
event that the Transactions are not completed the Company shall, and in the
event that the Transactions are completed Vendorco shall, indemnify and save
harmless the Purchaser and IMRM and their respective directors, officers, agents
and employees from and against any and all claims, actions, suits, losses,
costs, damages, expenses and liabilities, including, without limitation,
reasonable legal fees, which any of them may directly or indirectly suffer or
incur as a result of or in connection with:

     (a)  any breach of, incorrectness or misrepresentation in, any
          representation or warranty made by the Vendor or Vendorco in this
          Agreement or under any other agreement or instrument executed or
          delivered by the Vendor or Vendorco pursuant to this Agreement;


<PAGE>

                                      -60-


     (b)  any breach of or non-fulfilment by the Vendor, Vendorco or the Company
          of any covenant or agreement of the Vendor, Vendorco or the Company
          contained in this Agreement or under any other agreement or instrument
          executed and delivered by the Vendor, Vendorco or the Company pursuant
          to this Agreement; and

     (c)  any and all acts, suits, proceedings, demands, assessments, judgments,
          legal fees, costs and expenses incident to any of the foregoing.

8.2 INDEMNITY BY THE VENDOR. The Vendor agrees: (i) to vote and take such other
action as appropriate or necessary with respect to the Purchased Shares and/or
the Notes and the Vendor's ownership thereof to facilitate, cause or permit, as
the case may be, the Company to comply with all of its obligations under this
Agreement and to cause the business and affairs of the Company to be carried on
in a manner contemplated by this Agreement; (ii) not to acquiesce in, or take
any action as the owner of the Purchased Shares and/or the Notes which would
cause or permit, the Company to default in observing any of its obligations
under this Agreement. and (iii) subject to the limitations on its liability and
on recourse in respect thereof as set forth in this Article 8, to be liable for
and to indemnify and save harmless the Purchaser from all claims, actions,
suits, losses, costs, damages, expenses and liabilities, including, without
limitation, reasonable legal fees, which it may suffer or incur as a result of
or in connection with, any breach of, or incorrectness or misrepresentation in,
any representation or warranty made by the Vendor in this Agreement or any
Purchase Document or any breach of or non-fulfillment by the Vendor of any
covenant or agreement of the Vendor contained in this Agreement or any Purchase
Document.

8.3 GENERAL INDEMNITY BY THE PURCHASER. Subject to the limitations on its
liability and on recourse in respect thereof contained in this Article 8, the
Purchaser agrees to indemnify and save harmless the Vendor and its Trustees and
the Company and its directors, officers and employees from and against all
claims, actions, suits, losses, costs, damages, expenses and liabilities
including, without limitation, reasonable legal fees, which any of them may
directly or indirectly suffer or incur as a result of or in connection with:

     (a)  any breach of, incorrectness or misrepresentation in any
          representation or warranty made by the Purchaser or IMRM in this
          Agreement or under any other agreement or instrument executed or
          delivered by the Purchaser or IMRM pursuant to this Agreement;

     (b)  any breach of or non-fulfilment of any covenant or agreement of the
          Purchaser or IMRM contained in this Agreement or under any other
          agreement or instrument executed and delivered by the Purchaser or
          IMRM pursuant to this Agreement; and

     (c)  any and all acts, suits, proceedings, demands, assessments, judgments,
          legal fees, costs and expenses incident to any of the foregoing.

8.4 REPRESENTATION AND WARRANTY INSURANCE. The Purchaser shall: (i) arrange for
insurance to cover losses that may be incurred by the Purchaser arising from the
breach of the Vendorco's representations and warranties contained in this
Agreement; and (ii) comply with or


<PAGE>

                                      -61-


satisfy or cause to be satisfied all conditions for such insurance that are
within its power and control to satisfy or cause to be satisfied. The insurance
arranged by the Purchaser involves an insurance policy insuring Vendorco and
Vendorco has (i) signed the application and will sign such other documents as
may reasonably be required for the Purchaser to obtain such insurance policy
(the "POLICY") and which are not inconsistent with the terms of this Agreement,
(ii) assign all of its rights and benefits under the Policy to and for the
benefit of the Purchaser pursuant to agreements and documents as reasonably
required by the insurance company, and (iii) comply with or satisfy or cause to
be satisfied all conditions for such insurance that are within its power and
control to satisfy or cause to be satisfied, provided that, upon completion of
the Transactions, in no event shall the Vendor (or any of the Trustees) have any
obligation or liability to any party hereto or to the insurer(s) in respect of
or pursuant to the Policy including, without limitation, any direct or indirect
liability to the Purchaser, IMRM or the Company (except as contemplated in
Article 8 hereof) or to the insurer(s) as a result of any untruth, inaccuracy or
breach of any of the representations and warranties herein ("BREACH") and no
obligation to make or otherwise be party to any claim in respect of any Breach
or the Policy in respect thereof. The Purchaser, IMRM and the Company
acknowledge and agree that they will have no claim, and will not bring or make
any claim, against the Vendor (or the Trustees thereof) in respect of the Policy
or any Breach on the part of the Vendor or Vendorco in this Agreement. The
Company shall pay up to $150,000 of the cost of obtaining the Policy and such
amount shall be deducted from the Share Purchase Price in accordance with
subsection 3.3(b)(iv). The Purchaser shall pay for all such costs in excess of
$150,000.

8.5 LIMITATIONS ON INDEMNITIES.

     (a)  Each Party hereby acknowledges and agrees that its only recourse in
          respect of this Agreement shall be pursuant to and subject to the
          provisions set forth in this Agreement.

     (b)  The only recourse of the Purchaser and IMRM in respect of the
          representations, warranties, covenants or agreements contained herein
          or in the Purchase Documents or otherwise in respect of this Agreement
          against any and all of the Vendor, Vendorco the Unitholders and the
          Trustees (collectively, the "VENDOR GROUP") and the only liabilities
          or obligations of any and all of the Vendor Group shall be as set
          forth in this Article 8.

     (c)  The only recourse of the Company, Vendorco and the Vendor in respect
          of the representations, warranties, covenants or agreements contained
          herein or in the Purchase Documents or otherwise in respect of this
          Agreement against the Purchaser and IMRM (collectively, the "PURCHASER
          GROUP") and the only liabilities or obligations of any and all of the
          Purchaser Group shall be as set forth in this Article 8.

     (d)  In the event that the Transactions are completed, the sole recourse of
          the Purchaser Group (and any member thereof) and the Company and any
          and all claims made by the Purchaser Group (or any member thereof) or
          the Company against the Vendor Group (or any member thereof) in
          respect of any matter whatsoever arising in respect of or in
          connection with this Agreement or the


<PAGE>

                                      -62-


          Transactions, including pursuant to the indemnities provided in
          Sections 8.1 and 8.2, shall be as permitted and limited pursuant to
          their entitlement under the insurance referred to in Section 8.4, and
          regardless of the extent of such insurance and any deficiency therein,
          none of the Purchaser Group (or any member thereof) and the Company
          shall make any further or other claim against any of the Vendor Group
          (or any member thereof) in respect of or as a result of any matter
          arising out of or in connection with this Agreement or the
          Transactions, including by way of subrogation, tort, contract or
          otherwise, and none of the Vendor Group (or any member thereof) shall
          be responsible for or have any other obligation or liability in
          connection with any such matter.

     (e)  In the event that the Transactions are completed, the Vendor Group
          (and any member thereof) shall have no recourse whatsoever and shall
          not be entitled to make any claims against any of the Purchaser Group
          (or any member thereof) or the Company in respect of any matter
          whatsoever arising in respect of or in connection with this Agreement
          or the Transactions, including pursuant to the indemnities provided in
          Section 8.3 and including by way of tort, contract or otherwise, and
          none of the Purchaser Group (or any member thereof) or the Company
          shall be responsible for or have any other obligation or liability in
          connection with any such matter.

     (f)  In the event that the Transactions are not completed, the sole
          recourse of the Purchaser Group (and any member thereof) against the
          Vendor Group (and any member thereof) or the Company in respect of any
          matter howsoever arising in respect of this Agreement shall be to
          receive payment of the amount to which they are entitled as provided
          in Section 7.15 or Section 12.4.

     (g)  In the event that the Transactions are not completed, the sole
          recourse of the Company and the Vendor Group (and any member thereof)
          against the Purchaser Group (and any member thereof) in respect of any
          matter howsoever arising in respect of this Agreement shall be to
          receive payment of the amount to which they are entitled as provided
          in Section 12.3.

     (h)  In the event that the Transactions are completed, nothing in this
          Section 8.5 is intended to or shall operate so as to limit or preclude
          the obligations of the parties hereto to complete the payments and
          adjustments as provided for in Article 3 of this Agreement and the
          Escrow Agreement.

     (i)  No director, officer or shareholder of Vendorco in his capacity as a
          director, officer or shareholder of Vendorco, shall have any personal
          liability whatsoever to the Vendor, the Purchaser Group (or any member
          thereof), the Company or any Subsidiary under this Agreement or any
          Purchase Document or the application for the Policy referred to in
          Section 8.4 of this Agreement.

8.6 PERFORMANCE BY PURCHASER. IMRM shall cause the Purchaser to perform its
obligations under the terms of this Agreement and in addition to the provisions
for indemnification set out elsewhere in this Agreement, IMRM agrees, jointly
and severally, with


<PAGE>

                                      -63-


the Purchaser, to indemnify and save harmless the Vendor from and against all
claims, actions, suits, losses, costs, damages, expenses and liabilities
(including reasonable legal fees) for which the Purchaser has agreed to
indemnify the Vendor pursuant to this Agreement. IMRM agrees that in the event
of a breach of any representation, warranty, covenant or agreement of the
Purchaser contained herein, IMRM shall be liable to the Vendor for such breach
as though it were the primary obligor with respect to any such representation,
warranty, covenant or agreement.

8.7 LIABILITY OF TRUSTEES AND UNITHOLDERS. The parties hereto acknowledge that
the Trustees are entering into this Agreement solely in their capacity as
trustees on behalf of the Vendor and the obligations of the Trustees hereunder
and under the Purchase Documents shall not be personally binding upon the
Trustees or any of the Unitholders and that any recourse against the Vendor, the
Trustees or any Unitholders in any matter in respect of any indebtedness,
obligation or liability of the Vendor arising under or in connection therewith
or from the matters to which this Agreement relates, if any, including without
limitation, claims based on negligence or otherwise tortious behaviour, shall be
limited to, and satisfied only out of, the Vendor's property and assets.
Notwithstanding any other provision hereof or the nature of any claim which may
be advanced by any party hereto arising in connection with this Agreement,
including the Purchase Documents, the liability and obligations of and recourse
against any of the Trustees or the Unitholders is limited as provided in this
Section 8.7.

8.8 DISTRIBUTION OF SALE PROCEEDS BY THE VENDOR. The Purchaser and IMRM
acknowledge that, upon completion of the Transactions, the Vendor intends to
terminate, wind-up its affairs and distribute the sale proceeds in their
entirety to the Unitholders and the Purchaser and IMRM agree not to take any
action to prevent, restrain, enjoin or interfere with any such distribution to
the Unitholders.

                                   ARTICLE 9
                      CONDITIONS IN FAVOUR OF THE PURCHASER

     The obligations of the Purchaser to purchase the Purchased Shares and the
Notes as contemplated by this Agreement are subject to the satisfaction, on or
prior to the Closing Date, of each of the following conditions, any or all of
which the Purchaser may waive:

9.1 REPRESENTATIONS AND WARRANTIES. Each of the representations and warranties
of the Vendor and Vendorco set forth in this Agreement and any Schedule or
Exhibit hereto must have been accurate in all material respects as of the date
of this Agreement and must be accurate in all material respects on and as of the
Closing Date as if made on and as of the Closing Date, provided that each of the
representations and warranties of the Vendor and Vendorco in subsections 4.1(2),
4.1(3), 4.1(4), 4.1(7), 4.1(8), 4.1(9), 4.1(10), 4.1(15)(a), 4.1(15)(b),
4.1(15)(c), 4.1(15)(d), 4.1(15)(m), 4.1(15)(n), 4.1(15)(o), 4.1(16)(a), 4.1(26),
4.1(42), 4.2 and 4.3 and each of the representations and warranties that contain
a materiality qualification within its terms must have been accurate in all
respects as of the date of this Agreement and must be accurate in all respects
on and as of the Closing Date as if made on and as of the Closing Date except:
(i) insofar as such representations and warranties are given as of a particular
date or for a particular period and relate solely to such date or period; and
(ii) to the extent any of such representations and warranties have been waived
by the Purchaser in writing or are cured as contemplated by subsection 12.1(b).


<PAGE>

                                      -64-


9.2 COMPLIANCE WITH AGREEMENT. The Vendor, Vendorco and the Company shall have:
(i) performed and satisfied all of the covenants and conditions as required by
this Agreement to be performed or satisfied by the Vendor, Vendorco and the
Company at or prior to the Closing or shall be ready, willing and able to do so
(subject only to the prior or concurrent, as applicable, satisfaction of the
conditions required to be satisfied by the Purchaser in Section 11.3 of this
Agreement), and (ii) taken all necessary and appropriate action to enable it to
duly perform its obligations hereunder and the transactions contemplated hereby.

9.3 GOOD TITLE. The Vendor shall have transferred to Vendorco the legal,
beneficial and registered title to the Purchased Shares and the Notes, free and
clear of any and all Encumbrances. Vendorco shall have good and marketable title
to the Purchased Shares and the Notes free and clear of any and all Encumbrances
and shall be the registered and beneficial owner of the Purchased Shares and
Notes. Vendorco shall transfer the legal, beneficial and registered title to the
Purchased Shares and the Notes to the Purchaser, free and clear of any and all
Encumbrances. The Company and the Subsidiaries shall have good and marketable
title to the Assets and the Owned Real Property free and clear of all
Encumbrances except for Permitted Encumbrances.

9.4 STATUS OF THE VENDOR AND VENDORCO. Each of the Vendor and Vendorco shall
have delivered to the Purchaser a statutory declaration stating that it is at
the Closing Date a resident of Canada within the meaning of the INCOME TAX ACT
(Canada).

9.5 UNITHOLDER APPROVAL. The Unitholder Resolution shall have been approved at
the Unitholder Meeting by the requisite number of votes cast by the Unitholders
present in person or represented by proxy at the Unitholder Meeting to approve
the Transactions.

9.6 TERMINATION OF CONTRACTUAL ARRANGEMENTS WITH FACS MANAGEMENT. The management
agreement between the Company and FACS Management dated March 26, 1997, the
corporate governance agreement between the Company, the Vendor and FACS
Management dated March 26, 1997, and all other contractual arrangements between
the Company and FACS Management shall be terminated on or before Closing without
cost or liability to the Purchaser or the Company and the Vendor on the one hand
and the Company on the other hand shall have delivered a mutual full release of
any claims, actions, demands, suits, causes of action or debts whatsoever
against each other with respect to or in connection with such agreements.

9.7 CANCELLATION OF MANAGEMENT OPTION. The Management Option shall not have been
exercised and shall have been cancelled on or prior to Closing without cost or
liability to the Purchaser or the Company.

9.8 NO ACTIONS, ETC. No litigation, governmental action or other proceedings
involving or potentially involving a liability, obligation or loss on the part
of the Company or any of the Subsidiaries, or which by reason of the nature of
the relief sought might have an adverse effect on the Business, the Owned Real
Property, the Purchased Shares or the Notes, shall be threatened or commenced
against the Company, the Subsidiaries, Vendorco or the


<PAGE>

                                      -65-


Vendor, and no litigation, governmental action or other proceeding shall be
threatened or commenced against any Person with respect to the consummation of
the Transactions or which would affect the right of the Purchaser to own the
Purchased Shares or the Notes or the Company and the Subsidiaries to own any of
the Assets or the Company and the Subsidiaries to operate the Business.

9.9 OPINION OF VENDOR'S, VENDORCO'S AND COMPANY'S COUNSEL. The Purchaser shall
have received an opinion from the Vendor's, Vendorco's and the Company's
Counsel, dated as of the Closing Date, in substantially form attached as Exhibit
11.2(i).

9.10 ESCROW AGREEMENT. The Purchaser shall have received the Escrow Agreement
duly executed by the Vendor and Vendorco in substantially the form attached as
Exhibit 7.9.

9.11 NO MATERIAL ADVERSE CHANGE. During the period from the date hereof until
the Closing Date there shall have been no:

     (a)  Material Adverse Change in the business, assets, prospects, results of
          operations (including operating cash flows), or financial condition of
          the Business or the Company; or

     (b)  damage to any Assets or any part thereof (other than Assets which are
          covered by insurance at full replacement value excluding the
          deductible portion thereof and which have no impact on the revenues or
          prospects of the Company (on a consolidated basis) or the Company's
          ability to generate revenue) which in the opinion of the Purchaser is
          material, provided that the Share Purchase Price shall be reduced by
          the amount of any deductible portion of any insurance.

9.12 CONSENTS AND AUTHORIZATIONS. There shall have been obtained:

     (a)  all Governmental Authorizations, exemptions and certificates from all
          appropriate Governmental Bodies as are required by the Vendor,
          Vendorco the Company or the Subsidiaries to permit the transactions
          contemplated herein;

     (b)  confirmation from the bankers to the Company and its Subsidiaries and
          the lessors under the Capitalized Leases (including the holder of the
          Mortgage) to the effect that, to the knowledge of the party giving
          such confirmation, the Company and the Subsidiaries are not in default
          thereunder (except that consent may be required in connection with the
          change of control of the Company);

     (c)  all consents required under any Company Agreements (other than consent
          from HSBC Bank Canada in respect of the Company's operating bank
          loan), by virtue of the transactions contemplated by this Agreement,
          including the Capitalized Leases; and

     (d)  all consents required from landlords where a Lease requires consent to
          the change of control of the Company or the Subsidiaries.


<PAGE>

                                      -66-


9.13 AUTHORIZATION. At or before the Closing, the Vendor, Vendorco and the
Company shall take or cause to be taken all necessary or desirable actions,
steps and proceedings, as appropriate, to (i) approve or authorize the sale and
transfer of the Purchased Shares and the Notes to Vendorco and by Vendorco to
the Purchaser and the execution, delivery and performance of this Agreement and
all other agreements and instruments contemplated hereby and the transactions
contemplated herein and therein, and (ii) permit the Purchased Shares to be
validly transferred to, and duly registered in the name of, Vendorco and to the
Purchaser and the Notes to be validly assigned to Vendorco and to the Purchaser.

9.14 RESIGNATIONS AND RELEASES.

     (a)  There shall have been delivered to the Purchaser and the Company
          resignations and releases from each of the directors and officers of
          the Company and the Subsidiaries (other than Robert Wiens), in a form
          satisfactory to the Purchaser's Counsel (which release shall in the
          case of David Mindell be in the form attached as Exhibit 4.5(C) to the
          Support Agreement), to the effect that such Person resigns his/her
          office as director and/or officer of the Company and each of the
          Subsidiaries and releases all of his/her claims, actions, liabilities,
          demands, suits, causes of action and debts whatsoever against the
          Company and the Subsidiaries for or by reason of any cause, matter or
          thing existing up to and including the Closing Date or relating to any
          cause, matter or thing on or prior thereto, whether as an officer,
          director, shareholder, employee or otherwise, without, however,
          releasing any current right of indemnification of any such director by
          the Company or the Subsidiaries.

     (b)  There shall have been delivered to the Purchaser and the Company a
          release from FACS Management, Western Corporate Enterprises Inc. and
          William H. Levine, in the respective form attached as an exhibit to
          the Support Agreement, to the effect that such Person releases the
          Company and the Subsidiaries from all claims, actions, liabilities,
          demands, suits, causes of action and debts whatsoever against the
          Company and the Subsidiaries for or by reason of any cause, matter or
          thing existing up to and including the Closing Date.

     (c)  There shall have been delivered to the Purchaser resignations and
          releases from each of the management employees listed on Schedule
          4.1(26) (other than Robert Wiens), in a form satisfactory to the
          Purchaser's Counsel, to the effect that such Person releases all of
          his or her claims, actions, liabilities, demands, suits, causes of
          action and debts whatsoever against the Company and the Subsidiaries
          for or by reason of any cause, matter or thing existing up to and
          including the Closing Date or relating to any cause, matter or thing
          on or prior thereto, including, without limitation, under the
          Management Severance Obligations, whether as an officer, director,
          shareholder, employee or otherwise, but without affecting any rights
          or benefits to which any such management employee may be entitled as
          at the Closing Date under any policy of insurance maintained by the
          Company or any Subsidiary for the benefit of such management employee,
          but only to the extent the Company and the Subsidiaries have no
          liability in respect of such rights or benefits, upon payment by the
          Company to such management employees of the


<PAGE>

                                      -67-


          termination and severance payments required pursuant to their
          respective severance agreements with the Company, which severance
          payment amounts shall be set out in such releases and included in
          calculating the Management Severance Obligations.

     (d)  There shall have been delivered to the Purchaser and the Company, a
          resignation in a form satisfactory to the Purchaser's Counsel from
          Robert Wiens in his capacity as a director, officer and employee of
          the Company and the Subsidiaries and a release in the form of Exhibit
          4.5(D) to the Support Agreement to the effect that he releases all of
          his claims, actions, liabilities, demands, suits, causes of action and
          debts whatsoever against the Company and the Subsidiaries for or by
          reason of any cause, matter or thing existing up to and including the
          Closing Date or relating to any cause, matter or thing on or prior
          thereto, including, without limitation, under the Management Severance
          Obligations, whether as an officer, director, shareholder, employee or
          otherwise, upon payment by the Company to Robert Wiens of the
          termination and severance payments required pursuant to his respective
          severance agreements with the Company, which severance payment amounts
          shall be set out in such release and included in calculating the
          Management Severance Obligations without, however, releasing any
          current right of indemnification of such director by the Company or
          the Subsidiaries, but without affecting any rights or benefits to
          which Robert Wiens may be entitled as at the Closing Date under any
          policy of insurance maintained by the Company or any Subsidiary for
          the benefit of its management employees, but only to the extent the
          Company and the Subsidiaries have no liability in respect of such
          rights or benefits.

     (e)  There shall have been delivered to the Purchaser and the Company a
          release from each of the Trustees in the form attached as Exhibit
          9.14(e), to the effect that such Person releases all of his/her
          claims, actions, liabilities, demands, suits, causes of action and
          debts whatsoever against the Company and the Subsidiaries for or by
          reason of any cause, matter or thing existing up to and including the
          Closing Date or relating to any cause, matter or thing on or prior
          thereto, but without, however, releasing any current right of
          indemnification (the "Right of Indemnification") of such Trustee under
          the indemnification agreement (the "Indemnification Agreement") dated
          as of March 12, 1997 between the Company and the Trustees with respect
          to Proceedings and Liabilities (as such terms are defined in the
          Indemnification Agreement) suffered by such Trustee in connection with
          his duties as a Trustee before the Closing, containing the written
          agreement and acknowledgement from each of the Trustees to the effect
          that such Person is not aware of any claims or demands whatsoever
          against the Company or any of the Subsidiaries under the
          Indemnification Agreement. The Right of Indemnification shall expire
          on the seventh anniversary of the Closing and shall be subject to such
          Trustee having exhausted his recourse under the Directors & Officers
          Insurance Policy (the "Pre-Closing D & O Insurance") maintained by the
          Vendor and/or the Company with respect to the Trustees prior to
          Closing, a true and complete copy of which has been provided to the
          Purchaser. The Indemnification Agreement shall be amended on or before
          Closing, without cost or liability to the Purchaser or the Company, to
          provide the Right of Indemnification described above.


<PAGE>

                                      -68-


9.15 FACS RECORDS LIMITED PARTNERSHIP. The Company shall have (i) acquired
Stuart Hunter's limited partnership interest in FACS Partnership in accordance
with Section 7.22 and the Company shall own, directly or indirectly, 100% of
FACS Partnership free and clear of all Encumbrances except for item 2(a) on
Schedule 4.1(16); and (ii) received a release from Stuart Hunter releasing the
Company and its Subsidiaries from all claims, actions, liabilities, demands,
suits, causes of action and debts whatsoever for or by reason of any cause,
matter or thing existing up to and including the Closing Date, including with
respect to FACS Partnership and Stuart Hunter's interest therein, but excluding
the termination and severance payments to which he is entitled as part of the
Management Severance Obligations.

9.16 ENVIRONMENTAL AUDIT. The Purchaser shall have received a report in the form
of a Phase I environmental audit or assessment respecting the Owned Real
Property (the "Environmental Audit") performed by a firm acceptable to the
Purchaser, the results of which shall be acceptable in all respects to the
Purchaser, acting reasonably. Such Environmental Audit shall be paid for by the
Purchaser.

9.17 NON-COMPETITION AGREEMENTS. The Purchaser shall have received the
non-competition and confidentiality agreement in the form of Exhibit 9.17
attached hereto, duly executed and delivered by each of FACS Management, Robert
Wiens, William H. Levine, David Mindell and Western Corporate Enterprises Inc.

9.18 FACS MANAGEMENT SUPPORT AGREEMENT. The parties to the Support Agreement
shall have performed and satisfied all of the covenants and conditions required
pursuant to the Support Agreement to be performed and satisfied at or prior to
the Closing.

9.19 REPRESENTATION AND WARRANTY INSURANCE. The insurer with which the Purchaser
shall have arranged for insurance to cover losses arising from any breach of the
Vendor's and Vendorco's representations and warranties in accordance with
Section 8.4 of this Agreement shall not have withdrawn its binding commitment to
issue such insurance on terms acceptable to the Purchaser (provided that there
shall be no change to the terms of the insurance relating to the liability of
the Vendor as contemplated by Section 8.4) and the conditions precedent to the
issuance of the insurance by such insurer shall have been satisfied on or prior
to Closing to the satisfaction of the insurer, except if the failure to satisfy
any such condition is a result of any act or omission on the part of the
Purchaser.

                                   ARTICLE 10
                       CONDITIONS IN FAVOUR OF THE VENDOR

     The obligations of the Vendor, Vendorco and the Company to consummate the
transactions contemplated by this Agreement are subject to the satisfaction, on
or prior to the Closing Date, of each of the following conditions, any or all of
which the Vendor may waive:

10.1 REPRESENTATIONS AND WARRANTIES. Each of the representations and warranties
of the Purchaser and IMRM set forth in this Agreement shall be accurate in all
material respects as


<PAGE>

                                      -69-


of the date of this Agreement and must be accurate in all material respects on
and as of the Closing Date as if made on and as of the Closing Date, provided
that each of the representations and warranties of the Purchaser and IMRM in
subsection 5.1(2) must have been accurate in all respects as of the date of this
Agreement and must be accurate in all respects on and as of the Closing Date as
if made on and as of the Closing Date, except: (i) insofar as such
representations and warranties are given as of a particular date of for a
particular period and relate solely to such date or period; and (ii) to the
extent any of such representations and warranties have been waived by the Vendor
in writing or are cured as contemplated by subsection 12.1(b).

10.2 COMPLIANCE WITH AGREEMENT. The Purchaser shall have: (i) performed and
satisfied all of the covenants and conditions as required by this Agreement to
be performed or satisfied by the Purchaser at or prior to the Closing, or shall
be ready, willing and able to do so (subject only to the prior or concurrent, as
applicable, satisfaction of all conditions required to be satisfied by the
Vendor in this Agreement); and (ii) taken all necessary and appropriate action
to enable it to duly perform its obligations hereunder and the transactions
contemplated hereby.

10.3 UNITHOLDER APPROVAL. The Unitholder Resolution shall have been approved at
the Unitholder Meeting by the requisite number of votes cast by the Unitholders
present in person or represented by proxy at the Unitholder Meeting to approve
the Transactions.

10.4 RELEASES. There shall have been delivered to Robert Wiens, David Mindell,
FACS Management, Western Corporate Enterprises Inc. and William H. Levine, a
release from the Company and the Subsidiaries, in the respective form attached
as an exhibit to the Support Agreement, to each of the Trustees a release from
the Company and the Subsidiaries in the form attached as Exhibit 9.14(e) and to
each of directors of the Company and the Subsidiaries that provide a release
pursuant to subsection 9.14(a), a release from the Company and the Subsidiaries
to the effect that the Company and the Subsidiaries release each such Person
from all claims, actions, liabilities, demands, suits, causes of action and
debts whatsoever against such Person for or by reason of any cause, matter or
thing existing up to and including the Closing Date, provided that the Company
and the Subsidiaries shall not be required to release such Persons from any
claims, actions, liabilities, demands, suits, causes of action and debts arising
by reason of any wilful misconduct, wilful default, gross negligence, violations
of law or, for actions taken in the capacity of a director of the Company or any
Subsidiary, wilful breach of fiduciary duties.

10.5 NO ACTIONS, ETC. No action, suit, proceeding or investigation by or before
any court, administrative agency or other governmental authority shall have been
instituted or threatened, the effect of which would restrain, prohibit or
invalidate the transactions contemplated by this Agreement.

                                   ARTICLE 11
                              CLOSING ARRANGEMENTS

11.1 CLOSING. The closing of the transactions contemplated by this Agreement
shall take place at the offices of the Purchaser's Counsel in Vancouver, B.C. at
8:00 a.m., local time, on the Closing Date or at such other place as may be
approved in writing by the parties.


<PAGE>

                                      -70-


11.2 DELIVERIES OF THE VENDOR. At or before the Closing, the Vendor shall
deliver or cause to be delivered to the Purchaser:

     (a)  share certificates or other documents of title representing the
          Purchased Shares in accordance with Section 2.3 hereof;

     (b)  assignment of the Notes in the form attached as Exhibit 2.3
          accompanied by the original Notes;

     (c)  evidence satisfactory to the Purchaser of the sale, transfer and
          assignment of the legal, beneficial and registered title to the
          Purchased Shares and the Notes (such transfer of Notes to be made as
          of the Effective Date consistent with the assignment of the Notes in
          the form attached as Exhibit 2.3) by the Vendor to Vendorco.

     (d)  a certificate signed by each of the Vendor, Vendorco or the Company,
          as the case may be, dated the Closing Date, confirming: (i) the
          accuracy of each of the representations and warranties of the Vendor
          and Vendorco, as the case may be, contained in this Agreement and the
          Exhibits and Schedules hereto as provided in Section 9.1 of this
          Agreement; (ii) that all agreements and covenants of the Vendor,
          Vendorco or the Company, as the case may be, required by this
          Agreement to have been performed or complied with on or prior to the
          Closing Date have been so performed or complied with; and (iii) that
          all corporate or other action required of the Company, Vendorco or the
          Vendor (including any actions required by directors, trustees,
          shareholders and unitholders), as the case may be, to authorize the
          consummation of the transactions and agreements provided for herein
          have been taken;

     (e)  certified copies of the resolutions of the Trustees and the
          Unitholders approving the transactions contemplated by this Agreement;

     (f)  evidence, in form satisfactory to the Purchaser, of the termination of
          contractual arrangements between the Company and FACS Management and
          the release by FACS Management and the Vendor in favour of the Company
          as required in accordance with Sections 9.6, 9.7 and 9.14(b);

     (g)  such resignations and releases of the directors, officers and
          employees of the Company and the Subsidiaries and releases of Western
          Corporate Enterprises Inc. and William H. Levine as required in
          accordance with Section 9.14 hereof, including, without limitation,
          releases of the Management Severance Obligations executed by the
          management employees of the Company listed on Schedule 4.1(26) of this
          Agreement;

     (h)  all necessary consents, approvals or authorizations of the directors,
          shareholders or other persons which may be necessary under the
          constating documents or by-laws of the Company and the Subsidiaries or
          any Company Agreements to enable the Purchased Shares to be
          transferred by the Vendors to the Purchaser and the Notes to be
          assigned to the Purchaser;


<PAGE>

                                      -71-


     (i)  evidence in the form of a statutory declaration satisfactory to the
          Purchaser's Counsel that each of the Vendor and Vendorco is at the
          Closing Date a resident of Canada within the meaning of the INCOME TAX
          ACT (Canada);

     (j)  the opinion of the Vendor's, Vendorco's and Company's Counsel in the
          form attached as Exhibit 11.2(i);

     (k)  the Escrow Agreement in the form attached as Exhibit 7.6, duly
          executed by the Vendor and Vendorco;

     (l)  all necessary consents required pursuant to Section 9.12 of this
          Agreement;

     (m)  duly executed originals of the non-competition and confidentiality
          agreements contemplated by Section 9.17 hereof;

     (n)  the Unaudited Closing Statements contemplated by Section 3.4 of this
          Agreement;

     (o)  evidence of the cancellation of the Management Option;

     (p)  evidence of the purchase by the Company of Stuart Hunter's interest in
          the FACS Partnership as required by Sections 7.18 and 9.15 of this
          Agreement; and

     (q)  all other agreements, documents, instruments and certificates or
          evidence required or contemplated by this Agreement (including,
          without limitation documents and information contemplated by this
          Agreement to be included or contained in the Schedules hereto) or as
          the Purchaser's Counsel, acting reasonably considers necessary or
          desirable shall have been delivered to the Purchaser prior to or at
          Closing to validly and effectively complete the transfer of the
          Purchased Shares and assign the Notes to the Purchaser in accordance
          with this Agreement, to complete all other transactions contemplated
          hereby and to establish that the terms, covenants and conditions
          contained in this Agreement to be performed by the Company, Vendorco
          or the Vendor have been performed or complied with at or prior to
          Closing.

11.3 DELIVERIES OF THE PURCHASER. At or before Closing, the Purchaser shall
deliver or cause to be delivered to the Vendor (or as the Vendor may direct):

     (a)  the Purchase Price required pursuant to Section 3.6;

     (b)  the Escrow Agreement in substantially the form of Exhibit 7.6 duly
          executed by the Purchaser and the Escrow Amount to be deposited with
          the escrow agent thereunder;


<PAGE>

                                      -72-


     (c)  a certificate signed by a duly authorized officer of the Purchaser or
          IMRM, as the case may be, dated the Closing Date, confirming: (i) the
          accuracy of each of the representations and warranties of each of the
          Purchaser or IMRM, as the case may be, contained in this Agreement and
          the Exhibits and Schedules hereto as provided in Section 10.1 of this
          Agreement; (ii) that all agreements and covenants of the Purchaser or
          IMRM, as the case may be, required by this Agreement to have been
          performed or complied with on or prior to the Closing Date have been
          so performed or complied with; and (iii) that all corporate action
          required by the Purchaser or IMRM (including any actions required by
          directors or shareholders), as the case may be, to authorize the
          consummation of the transactions and agreements provided for herein
          have been taken;

     (d)  the opinion of the Purchaser's Counsel in the form attached as Exhibit
          11.3(d);

     (e)  the guarantee of the Purchaser, in the form of Exhibit 11.3(e) in
          favour of each of the management employees listed on Schedule 4.1(26),
          guaranteeing payment of the Management Severance Obligations payable
          by the Company to each such management employee; and

     (f)  all other agreements, documents, instruments and certificates or
          evidence required or contemplated by this Agreement, (including,
          without limitation, documents and information contemplated by this
          Agreement to be included or contained in the Schedules hereto) or as
          the Vendor's Counsel, acting reasonably, considers necessary or
          desirable shall have been delivered to the Vendor prior to or at
          Closing to complete the Transactions and to establish that the terms,
          covenants and conditions contained in this Agreement to be performed
          by the Purchaser or IMRM have been performed or complied with at or
          prior to Closing.

                                   ARTICLE 12
                            TERMINATION OF AGREEMENT

12.1 TERMINATION. This Agreement may be terminated, and the transactions
contemplated hereby may be abandoned, by written notice promptly given to the
other parties hereto, at any time prior to the Closing Date:

     (a)  by mutual written consent of the Purchaser and the Vendor; or

     (b)  by (i) the Purchaser, if any representation or warranty of the Vendor
          or Vendorco set forth in this Agreement or any Schedule or Exhibit
          hereto shall be inaccurate in a manner contemplated by Section 9.1;
          (ii) the Purchaser, if there shall have been a breach of any covenant
          or agreement on the part of the Vendor, Vendorco or the Company set
          forth in this Agreement; (iii) the Purchaser, if there shall have been
          a breach of any representation, warranty, covenant or agreement on the
          part of FACS Management in the Support Agreement; (iv) the Vendor, if
          any representation or warranty of the Purchaser or IMRM set forth in
          this Agreement or any Schedule or Exhibit hereto shall be inaccurate
          in a manner contemplated by Section 10.1; or (v) the Vendor, if there
          shall have been a breach of any


<PAGE>

                                      -73-


          covenant or agreement on the part of the Purchaser or IMRM set forth
          in this Agreement; provided that in the event that a party intends to
          terminate this Agreement pursuant to this subsection 12.1(b), such
          party (the "non-defaulting party") shall notify the other party (the
          "defaulting party") of the breach or inaccuracy, as the case may be,
          for which it is proposing to terminate this Agreement and the
          defaulting party shall have five (5) Business Days to cure or cause to
          be cured such breach or inaccuracy to the reasonable satisfaction of
          the non-defaulting party, failing which this Agreement shall be
          terminated in accordance herewith; or

     (c)  by either the Purchaser or the Vendor if any permanent injunction or
          other order of a court or competent authority or government agency
          which prevents the consummation of the transaction shall have become
          final and not appealable; or

     (d)  by either the Purchaser or the Vendor, if the Transactions shall not
          have been consummated on or before January 31, 2001 (other than
          adjustment matters to be completed after Closing as contemplated in
          Sections 3.3 through 3.6); or

     (e)  by the Purchaser, if (i) the Trustees withdraw, modify or change their
          recommendation of the Transactions in a manner adverse to the
          Purchaser, or their recommendation that Unitholders vote in favour of
          the Unitholder Resolution, (ii) the Trustees shall have recommended to
          the Unitholders an Acquisition Proposal, or (iii) an Acquisition
          Proposal shall have been announced or otherwise become publicly known
          and the Trustees shall have (A) failed to recommend against acceptance
          of such by the Unitholders (including by taking no position or
          indicating their inability to take a position), or (B) failed to
          reconfirm their approval and recommendation of the Transactions or
          their recommendation that Unitholders vote in favour of the Unitholder
          Resolution within five (5) Business Days of the first announcement or
          other public knowledge of such an Acquisition Proposal, or (C)
          determined that an Acquisition Proposal was a Superior Proposal and to
          take any of the actions then allowed by the proviso in subsection
          7.8(a); or

     (f)  by the Vendor, provided that neither the Company nor Vendorco nor the
          Vendor is then in breach or default of any of its obligations under
          this Agreement, upon any determination by the Trustees that an
          Acquisition Proposal constitutes a Superior Proposal, subject to
          compliance by the Vendor and the Company with Sections 7.8 and 7.9 and
          by FACS Management with Section 4.2 of the Support Agreement and the
          payment by the Company of the moneys payable to the Purchaser under
          Section 7.15; or

     (g)  by the Vendor or the Purchaser by notice to the other upon the failure
          of the Unitholders to approve the Unitholder Resolution at the
          Unitholder Meeting; or

     (h)  by the Vendor if any of the conditions specified in Article 10 has not
          been met or waived by the Vendor at any such time as such conditions
          can no longer be satisfied; or


<PAGE>

                                      -74-


     (i)  by Purchaser if any of the conditions specified in Article 9 has not
          been met or waived by Purchaser at any such time as such conditions
          can no longer be satisfied; or

     (j)  by the Purchaser if the Vendor or the Company fails to comply in any
          respect with Section 7.8 or 7.9 or FACS Management fails to comply in
          any respect with Section 4.2 of the Support Agreement.

12.2 EFFECT OF STATUS OF AGREEMENT AFTER TERMINATION. If this Agreement is
terminated in accordance with the provisions of Section 12.1, no party shall
have any further liability to perform its obligations hereunder, except as
provided in Sections 7.7 and 7.15, Article 8, Sections 12.3, 12.4, 13.1 and 13.3
and as otherwise contemplated hereby, provided that, subject to Sections 7.15,
12.3 and 12.4, neither the termination of this Agreement nor anything contained
in this Section 12.2 shall relieve any party from any liability for any breach
by it of this Agreement, including from any inaccuracy if its representations
and warranties and any non-performance by it of its covenants under this
Agreement.

12.3 TERMINATION BY VENDOR. If this Agreement is terminated by the Vendor
pursuant to subsection 12.1(b), then the Purchaser shall pay to the Vendor the
amount of $800,000 (within two (2) Business Days in immediately available funds
to an account designated by the Vendor) as liquidated damages and not as a
penalty in full satisfaction of all claims, actions, liabilities, demands,
suits, causes of action, damages, losses, costs and expenses incurred by the
Vendor, the Company and Vendorco as a result of the breach of any
representation, warranty, covenant or agreement on the part of the Purchaser or
IMRM set forth in this Agreement.

12.4 TERMINATION BY PURCHASER. If (a) this Agreement is terminated by the
Purchaser pursuant to subsection 12.1(b), but no amounts are payable by the
Company to the Purchaser under Section 7.15 within five (5) Business Days of the
date of termination, then the Company shall pay to the Purchaser the amount of
$500,000 (within two (2) Business Days in immediately available funds to an
account designated by the Purchaser) as liquidated damages and not as a penalty
in full satisfaction of all claims, actions, liabilities, demands, suits, causes
of action, damages, losses, costs and expenses incurred by the Purchaser as a
result of the breach of any representation, warranty, covenant or agreement on
the part of the Vendor, Vendorco or the Company set forth in this Agreement.
Nothing contained in this Section 12.4 shall be construed as limiting the
Purchaser's right to payment of any amount under Section 7.15 after the date of
such termination; provided however, that any payment by the Company under
Section 7.15 shall be reduced dollar-for-dollar by any payment previously made
under this Section 12.4.

12.5 PAYMENTS BY THE COMPANY. The Vendor hereby consents to the payments by the
Company to the Purchaser contemplated under Sections 7.15 and 12.4 and shall
take such action as contemplated by Section 8.2 as appropriate or necessary to
cause or permit the Company to comply with its obligation to make such payments.
The Vendor shall take no action or omit to take any action which shall have the
effect of delaying, preventing, restraining, enjoining or interfering with any
such payments to the Purchaser.


<PAGE>

                                      -75-


                                   ARTICLE 13
                                     GENERAL

13.1 FEES AND EXPENSES. Whether or not the Transactions are consummated, except
as otherwise provided herein, each of the parties hereto shall pay their
respective legal, accounting, and other advisory fees, costs and expenses
incurred in connection with the purchase and sale of the Purchased Shares and
the Notes and the preparation, execution and delivery of this Agreement and all
documents and instruments executed pursuant hereto and any other costs and
expenses whatsoever and howsoever incurred. The Vendor shall pay and be liable
for any and all such legal, accounting and other advisory fees, costs and
expenses incurred by the Company and Vendorco in connection with the purchase
and sale of the Purchased Shares and the Notes, including without limitation any
fairness or valuation opinion prepared by financial advisors and all legal and
accounting costs relating to the preparation, execution and delivery of this
Agreement and all documents and instruments required in connection therewith,
other than the fees and expenses of the Company's Auditor in respect of the
audit of the Audited Closing Statements pursuant to Section 3.5 of this
Agreement.

13.2 NOTICES. Any notice, certificate, consent, determination or other
communication required or permitted to be given or made under this Agreement
shall be in writing and shall be effectively given and made if (i) delivered
personally, (ii) sent by prepaid overnight courier service, (iii) mail, or (iv)
sent prepaid by fax or other similar means of electronic communication, in each
case to the applicable address set out below:


                  for the Vendor:

                  Robert Mair, Q.C., Trustee of FACS Records Storage Income Fund
                  c/o Lawson Lundell
                  1600-925 West Georgia Street
                  Vancouver, B.C.  V6C 3L2

                  Tel:  (604) 685-3456
                  Fax:  (604) 669-1620

                  for the Company:

                  P.O. Box 18325
                  Bentall Postal Station
                  Vancouver, B.C.  V7X 1A1

                  Attention:  Robert Wiens

                  Tel:  (604) 451-0618
                  Fax:  (604) 451-0617


<PAGE>

                                      -76-


                  for Vendorco:

                  P.O. Box 18325
                  Bentall Postal Station
                  Vancouver, B.C.  V7X 1A1

                  Attention:  Robert Wiens

                  Tel:  (604) 451-0618
                  Fax:  (604) 451-0617

                  with a copy to:

                  Farris, Vaughn, Wills & Murphy
                  Suite 7600-700 West Georgia Street
                  Vancouver, B.C.  V7Y 1B3

                  Attention:  Mitchell Gropper, Q.C.

                  Tel:  (604) 661-9322
                  Fax:  (604) 661-9349

                  for the Purchaser:

                  Iron Mountain Canada Corporation
                  c/o Iron Mountain Records Management, Inc.
                  745 Atlantic Avenue
                  Boston, Massachusetts
                  U.S.A.  02111

                  Attention:  Sean Slade

                  Tel:  (617) 535-4872
                  Fax:  (617) 350-7881


<PAGE>

                                      -77-


                  with a copy to:

                  Iron Mountain Records Management, Inc.:
                  745 Atlantic Avenue
                  Boston, Massachusetts
                  U.S.A.  02111

                  Attention:  Garry Watzke
                              General Counsel

                  Tel:  (617) 535-4702
                  Fax:  (617) 350-7881


     Any such communication so given or made shall be deemed to have been given
or made and to have been received on the day of delivery if delivered, or on the
day of faxing or sending by other means of recorded electronic communication,
provided that such day in either event is a Business Day and the communication
is so delivered, faxed or sent before 4:30 p.m. local time at the place of
receipt on such day. Otherwise, such communication shall be deemed to have been
given and made and to have been received on the next following Business Day. Any
such communication sent by mail shall be deemed to have been given and made and
to have been received on the fifth Business Day following the mailing thereof;
provided however that no such communication shall be mailed during any actual or
apprehended disruption of postal services. Any such communication given or made
in any other manner shall be deemed to have been given or made and to have been
received only upon actual receipt.

     Any party may from time to time change its address under this Section by
notice to the other parties given in the manner provided by this Section.

13.3 PUBLIC ANNOUNCEMENTS. The parties agree to consult with each other as to
the general nature of any news releases or public statements with respect to
this Agreement or the Transactions and to use all their respective reasonable
efforts not to issue any news releases inconsistent with the results of such
consultations. Subject to Applicable Laws, each party shall use all reasonable
efforts to enable the other party to review and comment on all news releases
before the release thereof. The parties agree to jointly issue a news release as
soon as practicable following the execution of this Agreement. The provisions of
this Section 13.3 shall survive the termination of this Agreement in respect of
news releases or public statements relating to the termination of this
Agreement.

13.4 ENTIRE AGREEMENT. This Agreement, together with Schedules and Exhibits
attached hereto, constitutes the entire agreement between the parties pertaining
to this subject matter and supersedes all prior or contemporaneous agreements
and understandings of the parties relating to the same. This Agreement may be
amended only in writing signed by all parties.

13.5 SEVERABILITY. If any term or provision of this Agreement or any application
thereof shall be invalid or unenforceable, the remainder of this Agreement and
any other application of such term or provision shall not be affected thereby.


<PAGE>

                                      -78-


13.6 COUNTERPART EXECUTION. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Agreement shall
become binding when one or more counterparts hereof, individually or taken
together, shall bear the signatures of all of the parties reflected hereon as
the signatories.

13.7 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Province of British Columbia and the federal
laws of Canada applicable therein.

13.8 WAIVER. Any of the terms or conditions of this Agreement may be waived at
any time by the party entitled to the benefit thereof, but only by written
notice signed by the party waiving such terms or conditions.

13.9 FURTHER ASSURANCES. Each of the parties hereto shall with reasonable
diligence do all things and provide all reasonable assurances as may be required
to complete the transactions contemplated by this Agreement, and each of such
parties shall provide such further documents or instruments required by any
other party as may be reasonably necessary or desirable to give effect to this
Agreement and to carry out its provisions, whether before or after Closing.

13.10 ASSIGNABILITY, BINDING EFFECT. Neither this Agreement nor any part hereof
nor any rights or obligations under this Agreement may be assigned by any of the
parties hereto without the written consent of each of the other parties,
provided that this Agreement and any rights or obligations hereunder may be
assigned by the Purchaser, without the consent of the Vendor, to any Affiliate
of the Purchaser, provided that Purchaser and IMRM will continue to be bound by
the terms of this Agreement. This Agreement shall be binding upon the parties
hereto, and their successors and permitted assigns.

13.11 TIME OF ESSENCE. Time shall be of the essence of this Agreement in all
respects.


<PAGE>

                                      -79-


13.12 REFERENCES TO ACTS PERFORMED BY THE VENDOR. For greater certainty, where
any reference is made in this Agreement to an act to be or not to be performed
by the Vendor, such reference shall be construed and applied for all purposes as
if it referred to an act to be or not to be performed by the Trustees on behalf
of the Vendor.

     IN WITNESS WHEREOF this Agreement has been executed by the parties hereto.



                                  IRON MOUNTAIN CANADA CORPORATION

                                  By:    /s/ John F. Kenny, Jr.
                                         -------------------------------
                                  Name:  John F. Kenny, Jr.
                                  Title: Executive Vice President and
                                         Chief Financial Officer

                                  By:    /s/ Garry B. Watzke
                                         -------------------------------
                                  Name:  Garry B. Watzke
                                  Title: Vice President


                                  IRON MOUNTAIN RECORDS MANAGEMENT, INC.

                                  By:    /s/ John F. Kenny, Jr.
                                         -------------------------------
                                  Name:  John F. Kenny, Jr.
                                  Title: Executive Vice President and
                                         Chief Financial Officer

                                  By:    /s/ Garry B. Watzke
                                         -------------------------------
                                  Name:  Garry B. Watzke
                                  Title: Vice President


<PAGE>

                                      -80-


                                  FACS RECORDS STORAGE INCOME FUND

                                  By:    /s/ Robert Mair
                                         -------------------------------
                                  Name:  Robert Mair
                                  Title: Trustee

                                  By:    /s/ R.E. Goepel
                                         -------------------------------
                                  Name:  R.E. Goepel
                                  Title: Trustee


                                  FACS RECORDS CENTRE INC.

                                  By:    /s/ Robert Wiens
                                         -------------------------------
                                  Name:  Robert Wiens
                                  Title: President


                                  3796281 CANADA INC.

                                  By:    /s/ Robert Wiens
                                         -------------------------------
                                  Name:  Robert Wiens
                                  Title: President


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>3
<FILENAME>a2041834zex-10_6.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>

<PAGE>


                                                                  Exhibit 10.6


                     [IRON MOUNTAIN INCORPORATED LETTERHEAD]



                                            June 27, 2000



Mr. J. Peter Pierce
269 Hilldale Road
Villanova, PA  19085

Dear Peter:

         As we have discussed previously, Iron Mountain Incorporated (the
"Company") has elected to terminate your employment without "Cause" as that term
is defined in paragraph 9 of the Employment Agreement between you and the
Company dated February 1, 2000 (the "Employment Agreement"). We have agreed to
the following with respect to your separation of employment:

         1. Your employment with the Company will terminate as of June 30, 2000
(the "Termination Date"). This agreement will become effective upon your
execution and non-revocation of this Agreement as provided for in paragraph 5
below (the "Effective Date").

         2. Subject to your execution and non-revocation of this Agreement in
accordance with the provisions of paragraph 5 below, and in lieu and complete
satisfaction of the payments and benefits provided for in your Employment
Agreement in the event of your termination, you will receive the following
payments and benefits on the following schedule:

            (a) you will receive severance pay at the annual rate of
$325,000.00, and covered car lease payment per month, in each case minus
withholdings as required by law, from the Termination Date through and including
December 31, 2000, on the Company's normal payroll schedule;

            (b) on January 2, 2001, you will receive a lump sum payment in the
amount of $1,002,083.00, minus withholdings as required by law;

            (c) on January 2, 2001, you will receive an additional lump sum
payment in the amount of $125,000.00, minus withholdings as required by law,
which amount represents a prepayment of premiums associated with any health care
coverage you elect to purchase, the balance of your car allowance through
January 31, 2004 and a bonus in respect of your services performed on behalf of
the Company through the Termination Date;

<PAGE>


Mr. J. Peter Pierce
June 27, 2000
Page 2


            (d) you will be reimbursed for all appropriate business expenses
incurred by you in the ordinary course of business prior to the termination of
your employment upon submission on or before September 1, 2000 of appropriate
documentation of those expenses; and

            (e) you have agreed to return your company leased vehicle on or
before December 31, 2000.

         3. After the Termination Date, you will be considered a non-employee
director, and will be eligible to receive the same compensation and benefits
(including, without limitation, stock options) afforded to other non-employee
directors, for so long as you remain a member of the Board.

         4. You will receive separate written notification of your rights under
COBRA to continue your participation in the Company's group health insurance
plan. Otherwise, effective as of the Termination Date, your right to participate
in Company's benefit plans as an employee shall cease. You will be eligible to
participate in benefit plans made available to non-employee members of the Board
for so long as you remain a member of the Board.

         5. You agree that Company has informed you of your right to consult,
and that you should consult, an attorney with respect to this Agreement. You
have until twenty-one (21) days from the receipt of this letter to decide
whether or not to sign this Agreement. If the Agreement has not been returned to
me within twenty-one (21) days of your receipt of this Agreement, this Agreement
shall not be valid. In the event that you execute and return this Agreement to
me within twenty-one days of the date of its delivery to you, you shall have
seven (7) days after executing this Agreement to revoke your execution of this
Agreement, which can be accomplished by delivering a written notice of
revocation to me before the expiration of the seven (7) day revocation period.
This agreement shall not be effective (and Company shall have no obligations
hereunder) until the expiration of the seven (7) day revocation period (the
"Effective Date").

         6. You acknowledge that the sum total of the payments to be made to you
under paragraph 2 of this Agreement is in excess of that to which you were
entitled to receive under your Employment Agreement, by law or otherwise.

         7. You, your heirs, successors, and assigns, hereby knowingly and
voluntarily remise, release and forever discharge the Company, its current and
former officers, directors, agents, representatives and employees, parent
companies, affiliates and subsidiaries (collectively, the "Parties"), from any
and all debts, demands, actions, causes of actions, accounts, covenants,
contracts, agreements, claims, damages, omissions, promises, and any and all
claims and liabilities whatsoever, of every name and nature, known or unknown,
both in law and equity ("Claims"), which you now have or ever had against the
Parties. This General Release of Claims shall apply to any Claim of any type,
including, without limitation, any and all Claims of any type that you may have
arising under the common law, under Title VII of the Civil Rights Act of 1964,
as amended, the Age Discrimination in Employment Act of 1967, as amended, the
Older Workers Benefit Protection Act, the Americans With Disabilities Act, the
Family and Medical

<PAGE>


Mr. J. Peter Pierce
June 27, 2000
Page 4


Leave Act, and any other federal, state or local statutes, regulations,
ordinances or common law creating employment-related causes of action, and shall
further apply, without limitation, to any and all Claims in connection with,
related to or arising out of your employment, or the termination of your
employment, with the Parties. You also hereby waive any Claim for reinstatement,
severance pay, attorney's fees, or costs. You agree that you will not hereafter
pursue any individual Claim against the Parties (as defined in this General
Release) by filing a claim, complaint or charge with any federal state or local
court, any arbitration panel or any administrative agency, for or on account of
anything that that is the subject of the General Release; provided, however,
that nothing in this General Release shall prevent you from seeking to enforce
your rights under this Agreement.

         8. This Agreement is intended to operate as a contract under seal and
shall be governed by, and enforced and interpreted in accordance with, the law
of the Commonwealth of Pennsylvania.

         9. This Agreement constitutes the entire agreement and understanding
between you and Company and supersedes all other agreements between you and
Company as to the subject matter covered hereby, except as specifically provided
otherwise in this Agreement. Except as expressly amended in paragraphs 2 and 3
of this Agreement (relating to the termination of your employment and the
payments and benefits provided for in your Employment Agreement in the event of
your termination), your and the Company's obligations under your Employment
Agreement shall remain in full force and effect. This Agreement (and its
attachments) may be modified, altered or amended only by a document signed by
you and an authorized representative of the Company.

         10. By signing this Agreement, you acknowledge that you are doing so
knowingly and voluntarily, and that you are receiving compensation and benefits
hereunder to which you are not otherwise entitled. You also acknowledge that you
are not relying on any representations or promises by me or any other
representative of the Company concerning the meaning or any aspect of this
Agreement.

         If the terms of this Agreement are agreeable to you, please sign,
notarize and return one copy of this letter (and any attachments that you are
being asked to sign) to me indicating your understanding of this Agreement. The
other copy of this Agreement is for your records.

Sincerely,

/s/ C. Richard Reese

C. Richard Reese



Agreed and Accepted:


/s/ J. Peter Pierce                                         9/12/00
-------------------------------                  ------------------------------
J. Peter Pierce                             Date


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>4
<FILENAME>a2041834zex-10_7.txt
<DESCRIPTION>EXHIBIT 10.7
<TEXT>

<PAGE>


                                                                  Exhibit 10.7


                           IRON MOUNTAIN INCORPORATED
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                       ARTICLE 1 - PURPOSE; EFFECTIVE DATE

         1.1 ADOPTION OF PLAN. Iron Mountain Incorporated (the "Company") hereby
adopts, effective as of November 12, 1998, a deferred compensation plan known as
the Iron Mountain Incorporated Executive Deferred Compensation Plan (the
"Plan").

         1.2 PURPOSE. This Plan is unfunded and is maintained for the purpose of
providing deferred compensation to a select group of management and highly
compensated employees of the Company and its Subsidiaries within the meaning of
the United States Code of Federal Regulations Section 2520.104-23 and Sections
201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act
of 1974, as amended. Notwithstanding any other provision herein, if the
Committee determines that any Participant is not a member of one of the
categories specified in the preceding sentence, other than by reason of the
termination of his employment, the Committee shall cause the Participant's
Account immediately to be paid to the Participant in a lump sum. This Plan is
expected to encourage the continued employment of the participating employees
whose management and individual performance are largely responsible for the
success of the Company and to facilitate the recruiting of key management and
highly compensated employees required for the continued growth and profitability
of the Company.

                             ARTICLE 2 - DEFINITIONS

         2.1 DEFINITIONS. Wherever the following terms are used in this Plan,
they shall have the meaning specified below

                  (a) "ACCOUNT" means the separate unfunded bookkeeping account
established under this Plan for each Participant.

                  (b) "ACCOUNTING DATE" means December 31, and any other date
that the Committee designates.

                  (c) "BENEFICIARY" means the person or entity determined to be
a Participant's beneficiary pursuant to Section 7.1.

                  (d) "BENEFICIARY DESIGNATION FORM" means the form attached
hereto as Exhibit B or any other document that incorporates substantially
similar information.

                  (e)  "BOARD" means the Board of Directors of the Company.

                  (f) "CODE" means the Internal Revenue Code of 1986, as amended
from time to time.

                  (g)  "COMMITTEE" has the meaning set forth in Section 3.1.

                  (h)  "COMPANY" means Iron Mountain Incorporated.

<PAGE>


                  (i) "DEFERRAL FORM" means the form attached hereto as Exhibit
A or any other document that incorporates substantially similar information.

                  (j) "DISABILITY" means a long-term disability under the Iron
Mountain Long-term Disability Plan.

                  (k)  "EMPLOYER" means the Company or the Subsidiary of which
the Participant is an employee.

                  (l) "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended from time to time.

                  (m) "401(K) PLAN" means The Iron Mountain Companies 401(k)
Plan, as amended from time to time.

                  (n) "PARTICIPANT" means an employee of the Company or a
Subsidiary who is eligible to participate pursuant to Section 4.1.

                  (o) "PLAN" means this Iron Mountain Incorporated Executive
Deferred Compensation Plan, as amended from time to time.

                  (p) "PLAN YEAR" means the calendar year; provided, however,
that the first Plan Year shall commence on November 30, 1998 and shall end on
December 31, 1998.

                  (q)  "RETIREMENT" means a Participant's Normal or Late
Retirement under the 401(k) Plan.

                  (r) "SUBSIDIARY" means any corporation, company, partnership
or other form of business organization of which the Company owns, directly or
indirectly through an unbroken chain ownership, fifty percent or more of the
total combined voting power of all classes of stock or other form of equity
ownership.

                  (s) "TERMINATION OF EMPLOYMENT" means ceasing to be an
employee of either the Company or a Subsidiary for any reason.


                           ARTICLE 3 - ADMINISTRATION

         3.1 ADMINISTRATION. The Plan shall be administered by the Board or, in
the discretion of the Board, a committee or subcommittee of the Board (the
"Committee"), appointed by the Board and composed of at least two members of the
Board. In the event that a vacancy on the Committee occurs on account of the
resignation of a member or the removal of a member by vote of the Board, a
successor member shall be appointed by vote of the Board. All references in the
Plan to the "Committee" shall be understood to refer to the Committee or the
Board, whoever shall administer the Plan.

         The Committee shall select one of its members as Chairman and shall
hold meetings at such times and places as it may determine. A majority of the
Committee shall constitute a


                                      -2-
<PAGE>


quorum, and acts of the Committee at which a quorum is present, or acts reduced
to or approved in writing by all the members of the Committee, shall be the
valid acts of the Committee.

         The Committee is authorized to interpret and construe any provision of
this Plan, to determine eligibility and benefits under this Plan, to prescribe,
amend and rescind rules and regulations relating to this Plan, to adopt such
forms as it may deem appropriate for the administration of this Plan, to provide
for conditions and assurances deemed necessary or advisable to protect the
interests of the Company or a Subsidiary and to make all other determinations
necessary or advisable for the administration of this Plan, but only to the
extent not contrary to the express provisions of this Plan. The Committee shall
be responsible for the day-to-day administration of this Plan. Determinations,
interpretations or other actions made or taken by the Committee under this Plan
shall be final and binding for all purposes and upon all persons.

         3.2 COST. All expenses and costs incurred in the administration and
operation of this Plan shall be borne by the Company, except to the extent
funded by Participant deferrals of compensation in accordance with Article 5.

                    ARTICLE 4 - ELIGIBILITY AND PARTICIPATION

         4.1 ELIGIBILITY TO PARTICIPATE. Except as the Committee in its
discretion may otherwise determine, each management employee and highly
compensated employee of the Company or a Subsidiary who holds the position of
Vice President or who holds a higher position with the Company or a Subsidiary
shall be eligible to participate in the Plan.

                       ARTICLE 5 - DEFERRAL CONTRIBUTIONS

         5.1 ELECTION TO DEFER PAYMENT. A Participant may irrevocably elect to
defer the payment to him by the Company or a Subsidiary of up to fifty percent
of his base salary and of all or a portion of any incentive compensation bonus
by written notice to the Committee on a Deferral Form received by the Committee
or its designee. A Participant who first becomes eligible to participate after
the beginning of a Plan Year shall be entitled to make an election to defer
payment within thirty days after he is informed of his eligibility to
participate in the Plan.

         The portion of base salary and incentive compensation bonus to be
deferred shall be specified by the Participant on the Deferral Form in
increments of one percent, ranging from five to fifty percent for base salary
and from five to one hundred percent for incentive compensation bonuses. No
deferral shall be effective unless (i) with respect to base salary and quarterly
incentive compensation bonuses, the Participant has completed and returned a
Deferral Form on or prior to November 30 (or such other date not later than
December 31 that the Committee may specify) of the year prior to the year in
which the base salary and/or quarterly incentive compensation bonus is earned,
and (ii) with respect to an annual incentive compensation bonus, the Participant
has completed and returned a Deferral Form on or prior to November 30 (or such
other date not later than December 31 that the Committee may specify) of the
year for which such bonus will be paid.


                                      -3-
<PAGE>


         Notwithstanding the foregoing provisions of this Section 5.1, the
Committee may, in its sole and absolute discretion, determine that the interests
of the Company require that any part or all of the amount that a Participant has
elected to defer must instead be paid to the Participant currently, in which
case payment shall be made to the Participant notwithstanding the Participant's
election.

         5.2 TERMS OF DEFERRAL. A Participant's election to defer payment of any
portion of base salary or an incentive compensation bonus shall provide for
deferral of payment until the Participant's Retirement, Disability or
Termination of Employment or such earlier date as the Participant may specify on
a Deferral Form or other writing satisfactory to the Committee. Amounts that a
Participant has elected to defer are hereinafter referred to as "Deferred
Compensation." Upon a Participant's Retirement, Disability or Termination of
Employment or upon such earlier date as the Participant may have specified,
payment of his Deferred Compensation shall be made as provided in Section 6.1.

         5.3 DEFERRED COMPENSATION ALWAYS FULLY VESTED. The amount of a
Participant's Deferred Compensation shall always be and remain fully vested and
nonforfeitable by him, except as otherwise provided in Sections 5.6 and 5.7.

         5.4 CREDITS AND ADJUSTMENTS TO ACCOUNT. The Participant's Account will
be credited in the amount of all compensation deferred pursuant to the
Participant's election in accordance with this Plan. The Participant's Account
shall be reduced by the amount of any distributions to the Participant from this
Plan. Pursuant to procedures established by the Committee, each Participant's
Account shall be adjusted as of each Accounting Date to reflect the earnings or
losses of any hypothetical investment media as may be designated by the
Committee.

         5.5 INVESTMENTS. The Committee in its discretion may from time to time
designate one or more investment media in which Accounts shall be hypothetically
invested. Initially, and unless the Committee shall otherwise designate, such
hypothetical investment media shall consist of the mutual funds (other than the
Stable Value Fund but including in lieu thereof a money market fund) that are
available as investment options from time to time under the 401(k) Plan. The
Committee may determine the value of the hypothetical investment media in any
manner it may in its discretion select, including the use of a formula, or of an
appraisal or other valuation review by a third party.

         The Committee may provide Participants and Beneficiaries the
opportunity to determine how their Accounts will be deemed to be hypothetically
invested from among the available investment options, and may permit changes in
those investment directions at whatever frequency it deems appropriate and
within whatever limitations are applicable to any investment option. If any
Participant or Beneficiary makes an investment selection, the Committee (or in
the event of the establishment of a trust hereunder, the trustee of such trust)
may follow such investment selection but neither shall be legally bound to do
so.

         5.6 FORFEITURE OF ACCOUNTS. Notwithstanding any other provision herein,
a Participant shall forfeit all earnings on his Account in the event the
Committee determines that termination of the Participant's employment by the
Company or a Subsidiary has occurred due to behavior materially prejudicial to
the organization, including, but not limited to: fraud, forgery or


                                      -4-
<PAGE>


misappropriation of funds, or any other offense of dishonesty; theft, willful
damage, deliberate wastage or unauthorized possession of property of the
Company, a Subsidiary or any employee; assault, including physically striking
another person or threatening behavior; indulging in unsafe practices or
endangering the safety of others; deliberate refusal to obey the legitimate
instructions of a supervisor or manager; being incapable of satisfactory work
performance as a result of the influence of alcohol or drugs; gross indecency;
deliberate racial or sexual harassment; or conduct that brings the name of the
Company or a Subsidiary into disrepute.

         In the event of a forfeiture as described in this Section 5.6, the
amount forfeited may be used, at the election of the Committee, to pay any
administrative or other expenses incurred in connection with this Plan or to
offset any contribution the Company would otherwise make to any trust
established pursuant to Section 9.2.

         5.7 RELEASE AND SETOFF. As a condition to receiving any payment under
this Plan, at the Company's request, the Participant must have executed a
release, satisfactory to the Company, of all claims in connection with his
employment by the Company and any Subsidiary. Furthermore, all payments under
this Plan are subject to setoff for any amounts that a Participant may owe to
the Company or a Subsidiary.

                    ARTICLE 6 - TIMING AND METHOD OF PAYMENT

         6.1 PAYOUT OF DEFERRED COMPENSATION.


                  (a) Each Participant shall specify, on a Deferral Form or
other writing approved by and received by the Committee or its designee, the
commencement date for payments of the Participant's entire Account and the form
of payment with respect to the Account. With the Committee's permission, the
commencement date and form of payment may be superseded by a later election
completed by the Participant, but any later election will be disregarded in its
entirety unless received by the Committee more than twelve months before the
commencement date for payments pursuant to the original election; provided,
however, that the Committee shall not permit a change in an election in any case
in which the change could jeopardize, in the sole determination of the
Committee, the deferral of income taxes until the date on which payment is to be
made pursuant to the terms of such changed election.

                  (b)  The following are the available choices for the
commencement date of payments:

                           (1)      Within thirty days of the date of the
                                    Participant's Retirement, Disability or
                                    other Termination of Employment; or

                           (2)      A date specified by the Participant,
                                    provided that date occurs before the
                                    Participant's Retirement, Disability or
                                    other Termination of Employment.


                                      -5-
<PAGE>


                  (c)  The following are the available choices for the form of
payment of a Participant's Account:

                           (1)      A single lump sum in cash; or

                           (2)      Substantially equal annual cash installments
                                    over a period of either five or ten years.

A Participant's Retirement, Disability or other Termination of Employment
shall not cause any acceleration of his receipt of installment payments that
are then in the course of payment.

                  (d) This Section 6.1 and all other provisions of this Plan
notwithstanding, the Committee, in its sole and absolute discretion, may direct
that payment of any part or all of a Participant's Account shall be accelerated
and paid prior to the time the Account becomes payable in accordance with the
Participant's election, and in that event the Company shall make payment to the
Participant at the time and in the manner directed by the Committee. In no
event, however, shall the Company, the Committee or any other person or party
have the power to delay payment of the Account beyond the time elected by the
Participant.

         6.2 DEATH BEFORE PAYMENTS COMMENCE OR ARE COMPLETED. If a Participant
dies while employed or while receiving installment payments, the value of his
Account shall be paid, as soon as reasonably practicable after the Participant's
death, to the Participant's designated Beneficiary, in a single lump sum in
cash.

         6.3 CHANGE OF CONTROL PROVISIONS. In the event a corporation, company,
partnership or other form of business organization for which the Participant has
worked ceases to be a Subsidiary prior to the date on which any payments under
this Plan are complete, the value of the Participant's Account shall be paid, as
soon as reasonably practicable, to the Participant in a single lump sum in cash,
unless the Committee establishes an alternative method of handling such Account,
including, without limitation, an assumption of the liability for the value of
the Account by the Participant's employer and a transfer of any assets held in
any trust established pursuant to Section 9.2 with respect to such Account, by
an organization involved in a transaction described in this Section 6.3.

                         ARTICLE 7 - PAYMENTS TO OTHERS

         7.1 BENEFICIARIES. A Participant may designate the Beneficiary to whom
any unpaid benefit under this Plan may be paid by submitting a completed
Beneficiary Designation Form to the Committee or its designee. The Participant
may designate a successor Beneficiary to receive any remaining amounts in
satisfaction of the unpaid benefit under this Plan in the event of the primary
Beneficiary's death. In the event of any inconsistency between Beneficiary
Designation Forms, the last Beneficiary Designation Form received by the
Committee or its designee shall govern. A beneficiary designation may be changed
without the consent of any prior Beneficiary. If the Participant did not submit
a Beneficiary Designation Form to the Committee, or no designated Beneficiary
survives the Participant, the Participant's Beneficiary shall be the beneficiary
of the Participant as determined for purposes of the 401(k) Plan.


                                      -6-
<PAGE>


         7.2 PAYMENTS TO OTHERS. If the Committee shall find that the
Participant or the Participant's Beneficiary is unable to care for his affairs
because of illness or accident or is unable to execute a proper receipt for
payment of any amount payable under this Plan, the Committee may make payment to
a relative or to the proper person for the benefit of the Participant or the
Participant's Beneficiary. To the extent permitted by law, the payment to a
person in accordance with this Section 7.2 shall fully discharge the Company's
obligation to pay any amount due under this Plan. The decision of the Committee
shall in each case be binding upon all persons in interest and neither the
Company nor the Committee shall be under any duty to see to the proper
application of the funds.

         7.3 NONASSIGNABILITY. During the Participant's lifetime, any payment
under this Plan shall be made only to the Participant. No benefit, payment, sum
or other interest under this Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, hypothecation,
encumbrance or charge, or claims of alimony or spousal support, and any attempt
by a Participant or any Beneficiary under this Plan to do so shall be void. No
benefit, payment, sum or other interest under this Plan shall in any manner be
liable for or subject to the debts, contracts, liabilities, engagements or torts
of a Participant or Beneficiary entitled thereto, or be subject to any lien,
directly, by operation or law or otherwise, including execution, levy,
garnishment, attachment, pledge and bankruptcy.

                          ARTICLE 8 - CLAIMS PROCEDURE

         8.1 FILING A CLAIM. A Participant need not make a formal claim in order
to receive a payment of benefits under this Plan. However, if a Participant or
Beneficiary wishes to file a claim for benefits, the claim shall be made by
filing a written request with the Committee.

         8.2 DENIAL OF CLAIM. If a claim is wholly or partially denied by the
Committee, the Committee shall furnish the Participant or Beneficiary with
written notice of the denial within a reasonable period of time not to exceed
ninety days after the date the original claim was filed unless special
circumstances require an extension of time for processing the claim. If an
extension of time is required, written notice of the extension shall be
furnished to the Participant or Beneficiary prior to the termination of the
initial ninety day period. In no event shall the extension exceed a period of
ninety days from the end of the initial period. In the event that the decision
is not furnished within that time (or within the initial ninety day period if no
extension of time is made), the claim shall be deemed denied. An extension
notice shall indicate the special circumstances requiring an extension of time
and the date by which the Committee expects to render a final decision. Any
notice of denial shall set forth in a manner calculated to be understood by the
Participant or Beneficiary:

                  (a) The specific reasons for denial;

                  (b) Specific reference to pertinent Plan provisions on which
the denial is based;

                  (c) A description of any additional information needed to
perfect the claim and an explanation of why that information is necessary; and

                  (d) An explanation of the Plan's claims procedure.


                                      -7-
<PAGE>


         8.3 REVIEW PROCEDURE. The purpose of the review procedure set forth in
this Section is to provide a procedure by which a Participant or Beneficiary
under this Plan, or the duly authorized representative of any such Participant
or Beneficiary, may have a reasonable opportunity to appeal a denied claim to
the Committee for a full and fair review. To accomplish that purpose, the
Participant or Beneficiary, or the duly authorized representative of any
Participant or Beneficiary, may:

                  (a) Request a review by the Committee upon written
application to it;

                  (b) Review pertinent documents; and

                  (c) Submit issues and comments in writing.

A Participant or Beneficiary may request a review of a denied claim by filing a
written application with the Committee at any time within sixty days after a
deemed denial of a claim or after receipt by the Participant or Beneficiary of
written notice of denial of a claim.

         8.4 DECISION ON REVIEW. The decision on review shall be made by the
Committee, which may, in its discretion, hold a hearing on a denied claim. The
Committee shall issue a decision within sixty days after receipt of an
application for review unless special circumstances require an extension of time
for processing, in which case a decision shall be rendered as soon as possible
but not later than one hundred twenty days after receipt of a request for
review. In the event that the decision is not furnished within the appropriate
time, the claim shall be deemed denied. If an extension of time for review is
required, written notice of the extension shall be furnished to the Participant
or Beneficiary prior to commencement of the extension. The decision to review
shall be in writing and shall include specific reasons for the decision, written
in a manner calculated to be understood by the Participant and Beneficiary, and
specific references to the pertinent Plan provisions on which the decision is
based. The Committee shall have discretionary authority to interpret and apply
the provisions of the Plan with respect to, and to make any factual
determination in connection with, any benefit claim, and the decision of the
Committee shall be final and binding upon all parties.

                               ARTICLE 9 - FUNDING

         9.1 PLAN UNFUNDED. The Plan constitutes a mere promise by the Company
to make benefit payments to Participants and Beneficiaries in the future in
accordance with the terms hereof, and Participants and Beneficiaries shall have
only the status of general unsecured creditors of the Company. Any amounts
payable under the Plan shall be paid out of the general assets of the Company
and each Participant and Beneficiary shall be deemed to be a general unsecured
creditor of the Company.

         9.2 RABBI TRUST. The Company shall create a grantor trust to pay its
obligations hereunder (a so-called rabbi trust), the assets of which shall be
treated, for all purposes, as the assets of the Company. The terms of the trust
will generally conform to the terms of the model trust described in Revenue
Procedure 92-64. In the event the trustee of such trust is unable or unwilling
to make payments directly to Participants and Beneficiaries and such trustee
remits payments to the Company for delivery to Participants and Beneficiaries,
the Company shall


                                      -8-
<PAGE>


promptly remit such amount, less applicable income and other taxes required to
be withheld, to the Participant or Beneficiary.

         In all events, it is the intent of the Company that the Plan be treated
as unfunded for tax purposes and for purposes of Title I of ERISA.

                           ARTICLE 10 - MISCELLANEOUS

         10.1 REVOCATION OR MODIFICATION. The Company hereby reserves the right
to amend, modify, revoke or terminate this Plan by resolution of the Board at
any time or from time to time, but no such action, without a Participant's
consent, shall impair a Participant's right (subject to Sections 5.6 and 5.7)
with respect to any existing Account balance or compensation deferred as of the
date of such amendment, modification, revocation or termination of this Plan.

         10.2 TAX WITHHOLDING. The Participant or the Participant's Beneficiary,
as the case may be, shall be responsible for any federal, state, city or other
taxes imposed on any amount paid or the value of any benefit accrued pursuant to
this Plan. The Company or a Subsidiary shall comply with the obligations imposed
under the applicable federal, state or city withholdings laws with respect to
any payment or benefit accrued under this Plan and shall be entitled to do any
act or thing to effectuate compliance by the Participant or the Participant's
Beneficiary and the Company or a Subsidiary with said laws, including
withholding any amounts payable by the Company or a Subsidiary to the
Participant or the Participant's Beneficiary, whether or not such amounts are
payable pursuant to this Plan, and making demand upon the Participant or the
Participant's Beneficiary for such amounts as the Company or a Subsidiary may
reasonably estimate to be required by applicable withholding laws.

         10.3 NO JOINT VENTURE. This Plan shall not be considered to create a
joint venture between the Company and the Participant or to provide the
Participant any ownership interest in the Company or any right or interest with
respect to the earnings and profits or assets of the Company.

         10.4 PARTICIPATION IN OTHER PLANS. Nothing contained in this Plan shall
affect any right that any Participant may otherwise have to participate in any
other retirement plan or arrangement that the Company or a Subsidiary may now or
hereafter have or adopt.

         10.5 NO EMPLOYMENT RIGHT. Nothing contained in this Plan shall be
construed as conferring upon the Participant the right to continue in the employ
of the Company or any Subsidiary, nor shall any Participant make any claim or
assertion that the Participant entered into employment or continued employment
because of or in reliance upon the existence of this Plan or the provisions
hereunder for the payment of benefits.

         10.6 BENEFIT NOT SALARY. Neither the payment of benefits nor the
crediting of a Participant's Account under this Plan shall be deemed salary or
other compensation to the Participant for the purpose of computing benefits to
which the Participant may be entitled under any other retirement plan or other
arrangement that the Company or a Subsidiary may now or hereafter have or adopt.


                                      -9-
<PAGE>


         10.7 MASSACHUSETTS LAW. To the extent not preempted by ERISA, the laws
of the Commonwealth of Massachusetts shall govern, control and determine all
questions arising with respect to the Plan and the interpretation and validity
of its provisions. Wherever possible, each provision of this Plan shall be
interpreted in such a manner as to be effective and valid under applicable law,
but if any provision of this Plan shall be held unenforceable or invalid, the
provision shall be ineffective only to the extent of such unenforceability or
invalidity and the remainder of the provision and the remaining provisions of
this Plan shall in that event continue to be binding and in full force and
effect, unless the Company elects to completely invalidate this Plan and render
this Plan unenforceable.

         10.8 NUMBER AND GENDER. The singular shall include the plural, and the
plural the singular, wherever the context so requires, and the masculine, the
feminine and the neuter shall be mutually inclusive.

         10.9 HEADINGS. All paragraph headings in this Plan are intended merely
for convenience and shall in no way be deemed to modify or supplement the actual
terms and provisions set forth hereunder.

         IN WITNESS WHEREOF, the Company has caused this Plan to be executed on
December 23, 1998, by its duly authorized officer.

                                           IRON MOUNTAIN INCORPORATED


                                           By:  /s/ C. Richard Reese
                                              --------------------------
                                           Its: Chief Executive Officer
                                               -------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>5
<FILENAME>a2041834zex-10_9.txt
<DESCRIPTION>EXHIBIT 10.9
<TEXT>

<PAGE>


                                                                  Exhibit 10.9


                           IRON MOUNTAIN INCORPORATED

                           1997 STOCK OPTION PLAN(1)

         Pierce Leahy Corp. known effective as of February 1, 2000 as Iron
Mountain Incorporated (the "Company") hereby establishes and adopts the Pierce
Leahy Corp. 1997 Stock Option Plan (known effective as of June 1, 2000 as the
Iron Mountain Incorporated 1997 Stock Option Plan) as set forth in this
document.

         1. PURPOSE. The Plan is intended to recognize the contributions made to
the Company or an Affiliate by employees of the Company or any Affiliate,
members of the Board of Directors of the Company or any Affiliate, and certain
consultants and advisors to the Company or any Affiliate, to provide such
persons with additional incentive to devote themselves to the future success of
the Company or any Affiliate, and to improve the ability of the Company or an
Affiliate to attract, retain, and motivate individuals upon whom the Company's
sustained growth and financial success depend, by providing such persons with an
opportunity to acquire or increase their proprietary interest in the Company
through receipt of rights to acquire the Company's Common Stock, $0.01 par value
(the "Common Stock").

         2. DEFINITIONS. Unless the context clearly indicates otherwise, the
following terms shall have the following meanings.

            (a) "Act" means the Securities Act of 1933, as amended.

            (b) "Affiliate" means a corporation which is a parent corporation or
a subsidiary corporation with respect to the Company within the meaning of
Section 424(e) or (f) of the Code.

            (c) "Board of Directors" means the Board of Directors of the
Company.

            (d) "Change of Control" has the meaning set forth in Section 9 of
the Plan.

            (e) "Code" means the Internal Revenue Code of 1986, as amended.

            (f) "Committee" means the Board of Directors or, if applicable, the
committee or subcommittee designated by the Board of Directors in accordance
with the provisions of Section 3 of the Plan.

            (g) "Company" means Pierce Leahy Corp., a Pennsylvania corporation;
provided, however, that effective February 1, 2000 "Company" means Iron Mountain
Incorporated, a Pennsylvania Corporation.

            (h) "Disability" means, in the case of an Optionee who is covered by
a disability policy or plan paid for or provided by the Company, a condition
which entitles the Optionee to benefits under the policy or plan or, if there is
no such policy or plan covering the Optionee, "Disability" shall have the
meaning set forth in Section 22(e)(3) of the Code;

--------
(1) Amendments effective June 1, 2000, unless otherwise stated.

<PAGE>


provided, however, that effective June 1, 2000, "Disability" means a total and
permanent disability (as determined by the Board of Directors on the basis of
medical evidence satisfactory to it).

            (i) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            (j) "Fair Market Value" has the meaning set forth in Section 8(b) of
the Plan.

            (k) "ISO" means an Option granted under the Plan which is an
"incentive stock option" within the meaning of Section 422(b) of the Code.

            (l) "Non-qualified Stock Option" means an Option granted under the
Plan which is not intended to qualify, or otherwise does not qualify, as an ISO.

            (m) "Option" means either an ISO or a Non-qualified Stock Option
granted by the Company under the Plan.

            (n) "Optionee" means a person to whom an Option has been granted
under the Plan.

            (o) "Option Document" means the written document described in
Section 8 of the Plan evidencing the Option and setting forth the terms and
conditions upon which the Option is granted and upon which it may be exercised.

            (p) "Option Price" means the price at which Shares may be purchased
upon exercise of an Option, as determined pursuant to Section 8(b) of the Plan.

            (q) "Permitted Holder" means any of Leo W. Pierce, Sr., his children
or other lineal descendants (whether adoptive or biological), the spouses of any
of the foregoing and any probate estate of any such individual and any trust, so
long as one or more of the foregoing individuals is the principal beneficiary of
such trust, and any other partnership, corporation or other entity all of the
partners, shareholders, members or owners of which are any one or more of the
foregoing.

            (r) "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government (including any agency or political subdivision thereof).

            (s) "Plan" means the Pierce Leahy Corp. 1997 Stock Option Plan, as
amended. Effective June 1, 2000, the Plan shall be known as the Iron Mountain
Incorporated 1997 Stock Option Plan, as amended.

            (t) "Shares" means the shares of Common Stock of the Company that
are the subject of Options, except as the same may be modified pursuant to the
terms of Section 10 of the Plan.


                                      -2-
<PAGE>


         3. ADMINISTRATION OF THE PLAN.

            (a) COMMITTEE. The Plan shall be administered by the Board of
Directors or a committee or subcommittee appointed by the Board of Directors,
which is intended, but not required, to be composed of two or more "outside
directors" within the meaning of Section 162(m) of the Code and two or more
"non-employee directors" within the meaning of Section 16 of the Exchange Act.
Members of the Committee shall serve at the pleasure of the Board of Directors
which shall also fill any vacancies in the membership of the Committee.

            (b) MEETINGS. The Committee shall hold meetings at such times and
places as it may determine and shall keep minutes of its meetings. A majority of
the Committee shall constitute a quorum thereof, and acts approved at a meeting
or acts approved in writing by a majority of the members of the Committee shall
be the valid acts of the Committee.

            (c) GRANTS. The Committee shall from time to time, in its
discretion, direct the Company to grant Options pursuant to the terms of the
Plan. The Committee shall have plenary authority to (i) determine the Optionees
to whom, the times at which, and the price at which Options shall be granted,
(ii) determine the type of Option to be granted and the number of Shares subject
thereto, and (iii) approve the form and terms and conditions of the Option
Documents; all subject, however, to the express provisions of the Plan. In
making such determinations, the Committee shall take into account the nature of
the Optionee's services and responsibilities, the Optionee's present and
potential contribution to the Company's success, and such other factors as the
Committee may deem relevant. The interpretation and construction by the
Committee of any provisions of the Plan or of any Option granted under the Plan,
and of any Option Document, shall be final, binding and conclusive.

            (d) EXCULPATION. No member of the Committee or of the Board of
Directors shall be personally liable in such capacity for monetary damages for
any action taken or any failure to take any action in connection with the
administration of the Plan or the granting of Options under the Plan, unless
such member breaches or fails to perform the duties of his office under the
Pennsylvania Business Corporation Law of 1988, as amended, and the breach or
failure to perform constitutes self-dealing, willful misconduct or recklessness.
This provision, however, does not apply to the responsibility or liability of a
member pursuant to any criminal statute, or to the liability of a member for the
payment of the Company's taxes pursuant to local, Pennsylvania or federal law.

            (e) INDEMNIFICATION. For purposes of indemnification, service on the
Committee shall constitute service as a member of the Board of Directors. Each
member of the Committee shall be entitled without further act on his part to
indemnity from the Company to the fullest extent provided by applicable law and
the Company's Certificate of Incorporation and/or By-laws in connection with or
arising out of any action, suit or proceeding with respect to the administration
of the Plan or the granting of Options thereunder in which he or she may be
involved by reason of his or her being or having been a member of the Committee,
whether or not he or she continues to be a member of the Committee at the time
of the action, suit or proceeding.


                                      -3-
<PAGE>


            (f) LIMITATIONS ON GRANTS OF OPTIONS TO CONSULTANTS AND ADVISORS.
With respect to the grant of Options to consultants and advisors, bona fide
services must be rendered by consultants and advisors, and such services must
not be in connection with a capital raising transaction.

         4. GRANTS UNDER THE PLAN. Grants under the Plan may be in the form of a
Non-qualified Stock Option, an ISO or a combination thereof, at the discretion
of the Committee. More than one Option may be granted to any individual, and
each such grant may include Options which are intended to be ISOs and Options
which are not intended to be ISOs, but only on the terms and subject to the
conditions and restrictions of the Plan.

         5. ELIGIBILITY. All employees and members of the Board of Directors of,
and consultants and advisors to, the Company or an Affiliate shall be eligible
to receive Options hereunder.

         6. SHARES SUBJECT TO PLAN. The aggregate maximum number of Shares for
which Options may be granted pursuant to the Plan is 1,500,000, subject to
adjustment as provided in Section 10 of the Plan. As of February 1, 2000 and as
a result of a stock dividend in January of 2000, such number of Shares is
1,650,000. The Shares shall be issued from either authorized and unissued Common
Stock or Common Stock held in or hereafter acquired for the treasury of the
Company. If an Option terminates or expires without having been fully exercised
for any reason, the Shares for which the Option was not exercised may again be
the subject of further Option grants under the Plan.

         7. EFFECTIVENESS; TERM OF THE PLAN. The Plan shall become effective
(the "Effective Date") on the consummation of the Company's initial public
offering of Common Stock (provided such offering occurs prior to March 25,
1998). No Option may be granted under the Plan after March 25, 2007 or the
earlier termination of the Plan.

         8. OPTION DOCUMENTS AND TERMS. Each Option granted under the Plan shall
be a Non-qualified Stock Option unless the Option shall specifically be
designated an ISO at the time of grant. If any Option designated as an ISO is
determined for any reason not to qualify as an incentive stock option within the
meaning of Section 422 of the Code, such Option shall be treated as a
Non-qualified Stock Option for all purposes under the provisions of the Plan.
The grant of each Option under the Plan shall be evidenced by one or more Option
Documents in such form as the Committee shall from time to time approve, which
Option Documents shall be executed by the Company as promptly as possible
following such grant. Each Option Document shall comply with and be subject to
the following terms and conditions and such other terms and conditions as the
Committee shall from time to time require which are not inconsistent with the
terms of the Plan, and the Option Document shall expressly state the provisions
of the Plan or incorporate them by reference.

            (a) NUMBER OF OPTION SHARES. Each Option Document shall state the
number of Shares to which it pertains. The maximum number of Shares for which
Options may be granted to any single Optionee in any calendar year shall be
5000,000 [sic] Shares, subject to adjustment as set forth in Section 10. As of
February 1, 2000 and as a result of a stock dividend in January of 2000, such
number of Shares is 550,000.


                                      -4-
<PAGE>


         In no event shall the Option be exercised with respect to a fractional
Share.

            (b) OPTION PRICE. Each Option Document shall, subject to adjustment
as provided in Section 10 of the Plan, state the Option Price which, for a
Non-qualified Stock Option, may be less than, equal to, or greater than the Fair
Market Value of the Shares on the date the Option is granted and, for an ISO,
shall be at least 100% of the Fair Market Value of the Shares on the date the
Option is granted as determined by the Committee in accordance with this Section
8(b); provided, however, that if an ISO is granted to an Optionee who then owns,
directly or by attribution under Section 424(d) of the Code, stock possessing
more than ten percent of the total combined voting power of all classes of stock
of the Company or an Affiliate, then the Option Price shall be at least 110% of
the Fair Market Value of the Shares on the date the Option is granted.

         If the Common Stock is traded in a public market, the Fair Market Value
per share shall be, if the Common Stock is listed on a national securities
exchange or included in the Nasdaq National Market, the last reported sale price
thereof on the relevant date, or, if the Common Stock is not so listed or
included, the mean between the last reported "bid" and "asked" prices thereof on
the relevant date, as reported on Nasdaq or, if not so reported, as reported by
the National Daily Quotation Bureau, Inc. or as reported in a customary
financial reporting service, as applicable and as the Committee determines. If
the Common Stock is not traded in a public market on the relevant date, the Fair
Market Value shall be as determined in good faith by the Committee.

         Effective as of June 1, 2000, the term "Fair Market Value," except as
may be otherwise explicitly provided in the Plan or in any Option Document at
any particular date shall be determined according to the following rules: (i) if
the Common Stock is not at the time listed or admitted to trading on a stock
exchange or the Nasdaq National Market, the Fair Market Value shall be the
closing price of the Common Stock on the date in question in the
over-the-counter market, as such price is reported in a publication of general
circulation selected by the Board of Directors and regularly reporting the price
of the Common Stock in such market; provided, however, that if the price of the
Common Stock is not so reported, the Fair Market Value shall be determined in
good faith by the Board of Directors, which may take into consideration (A) the
price paid for the Common Stock in the most recent trade of a substantial number
of shares known to the Board to have occurred at arm's length between willing
and knowledgeable investors, or (B) an appraisal by an independent party, or (C)
any other method of valuation undertaken in good faith by the Board of
Directors, or some or all of the above as the Board shall in its discretion
elect; or (ii) if the Common Stock is at the time listed or admitted to trading
on any stock exchange or the Nasdaq National Market, then the Fair Market Value
shall be the mean between the lowest and highest reported sale prices (or the
lowest reported bid price and the highest reported asked price) of the Common
Stock on the date in question on the principal exchange on which the Common
Stock is then listed or admitted to trading. If no reported sale of Common Stock
takes place on the date in question on the principal exchange or the Nasdaq
National Market, as the case may be, then the reported closing sale price (or
the reported closing asked price) of the Common Stock on such date on the
principal exchange or the Nasdaq National Market, as the case may be, shall be
determinative of Fair Market Value.


                                      -5-
<PAGE>


            (c) EXERCISE. An Option granted under the Plan may be exercised in
whole or in part to the extent then exercisable under the terms of the Option
Document and this Plan, provided that no Option shall be deemed to have been
exercised prior to the receipt by the Company of written notice of such exercise
(on such form or forms as the Committee may prescribe for this purpose) and of
payment in full (except as otherwise provided in Section 8(d) of the Plan) of
the Option Price for the Shares to be purchased. Moreover, except as an Option
Document may otherwise provide, no Option may be exercised within six months of
the date of grant; provided, however, that this restriction shall not be
effective on or after June 1, 2000. Each such notice of exercise shall specify
the number of Shares to be purchased and shall (unless the Shares are covered by
a then current and effective registration statement or qualified Offering
Statement under Regulation A under the Securities Act) contain the Optionee's
acknowledgment in form and substance satisfactory to the Company that (i) such
Shares are being purchased for investment and not for distribution or resale
(other than a distribution or resale which, in the opinion of counsel
satisfactory to the Company, may be made without violating the registration
provisions of the Act), (ii) the Optionee has been advised and understands that
(A) the Shares have not been registered under the Act, are "restricted
securities" within the meaning of Rule 144 under the Act and are subject to
restrictions on transfer and (B) the Company is under no obligation to register
the Shares under the Act or to take any action which would make available to the
Optionee any exemption from such registration, (iii) such Shares may not be
transferred without compliance with all applicable federal and state securities
laws, and (iv) an appropriate legend referring to the foregoing restrictions on
transfer and any other restrictions imposed under the Option Documents may be
endorsed on the certificates. Notwithstanding the foregoing, if the Company in
its sole discretion determines that issuance of Shares should be delayed pending
(I) registration under federal or state securities laws, (II) the receipt of an
opinion of counsel satisfactory to the Company that an appropriate exemption
from such registration is available, (III) the listing, registration,
qualification or inclusion of the Shares on any securities exchange or an
automated quotation system or under any state or federal law or (IV) the consent
or approval of any governmental regulatory body whose consent or approval is
necessary or desirable in connection with the issuance of such Shares, the
Company may defer exercise of any Option granted hereunder until any of the
events described in this sentence has occurred.

            (d) MEDIUM OF PAYMENT. Upon exercise of an Option, the aggregate
Option Price for the Shares as to which the Option is being exercised shall, in
the discretion of the Committee, be (i) paid in U.S. funds by cash (including a
check, draft or wire transfer made payable to the order of the Company), or
delivery of stock certificates for Shares of the Company's Common Stock, free of
all liens, claims and encumbrances of every kind, and endorsed in blank or
accompanied by executed stock powers with signatures guaranteed by a national
bank or trust company or a member of a national securities exchange evidencing
Shares which have been held for more than six months (in which case the value of
such Shares shall be deemed to be their Fair Market Value on the date of
exercise of the Option), (ii) paid on a deferred basis upon such terms and
conditions as the Committee in its discretion shall provide, (iii) deemed to be
paid provided the notice of exercise of the Option is accompanied to the
Committee's satisfaction by a copy of irrevocable instructions to a broker to
promptly deliver to the Company an amount of sales or loan proceeds sufficient
to pay the Option Price in full, or (iv) a combination of the foregoing.
Effective June 1, 2000, the six-month holding requirement referred to in clause
(i) of the preceding sentence shall be inapplicable. If any part of the Option
Price is to be paid on a deferred basis, the Shares with respect to which
payment is deferred shall


                                      -6-
<PAGE>


be registered in the name of the Optionee, but the certificate representing such
Shares shall serve as security to the Company for the payment of the Option
Price and shall not be delivered to the Optionee until the Option Price for said
Shares has been paid in full.

         If the Optionee fails to pay for or to accept delivery of all or any
part of the number of Shares specified in his notice of exercise upon tender of
delivery thereof, his right to exercise the Option with respect to those Shares
shall be terminated, unless the Company otherwise agrees.

            (e) TERMINATION OF OPTIONS.

                (i) No Option or any unexercised installment thereof shall be
exercisable after the first to occur of the following:

                    (A) Expiration of the Option term specified in the Option
Document which, subject to earlier termination as hereinafter provided, shall
not exceed (1) ten years from the date of grant, or (2) five years from the date
of grant of an ISO if the Optionee on the date of grant owns, directly and/or by
attribution under Section 424(d) of the Code, stock possessing more than ten
percent of the total combined voting power of all classes of stock of the
Company or of an Affiliate;

                    (B) Expiration of three months (sixty days in the case of
an Option granted on or after June 1, 2000) from the date the Optionee's
employment or service with the Company or its Affiliates terminates for any
reason other than Disability or death or as otherwise specified in Subsection
8(e)(i)(D) or 8(e)(i)(E) below; provided, however, that such Option was
exercisable on the date of termination of employment or service under the
provisions of the Option Document or the Committee specifically waives the
restrictions relating to exercisability, if any, contained in the Option
Document;

                    (C) Expiration of one year from the date such employment or
service with the Company or its Affiliates terminates due to the Optionee's
Disability or death; provided, however, that such Option was exercisable on the
date of termination of employment or service under the provisions of the Option
Document or the Committee specifically waives the restrictions relating to
exercisability, if any, contained in the Option Document. The determination of
whether the termination of the Optionee's employment or service with the Company
is due to Disability shall be made by the Committee (effective June 1, 2000, the
Board of Directors), and such determination shall be final and binding on the
Company and the Optionee;

                    (D) A finding by the Committee (effective June 1, 2000, the
Board of Directors), after full consideration of the facts presented on behalf
of both the Company and the Optionee, that the Optionee has breached his
employment or service contract with the Company or an Affiliate, or has been
engaged in disloyalty to the Company or an Affiliate, including, without
limitation, fraud, embezzlement, theft, commission of a felony or proven
dishonesty in the course of his or her employment or service, or, effective June
1, 2000, has disclosed trade secrets or other proprietary information of the
Company or an Affiliate or has committed an intentional or grossly negligent act
detrimental to the interests of the Company or an Affiliate. In such event, in
addition to immediate termination of the Option, the Optionee shall


                                      -7-
<PAGE>


automatically forfeit all Shares for which the Company has not yet delivered the
share certificates upon refund by the Company of the Option Price of such Shares
and, effective June 1, 2000, the Company shall have the right to repurchase all
or any part of the Shares of Common Stock acquired by the Optionee upon the
earlier exercise of any Option, at a price equal to the amount paid to the
Company upon such exercise, increased by an amount equal to the interest that
would have accrued in the period between the date of exercise of the Option and
the date of such repurchase upon a debt in the amount of the Option Price, at
the prime rate(s) announced from time to time during such period in the Federal
Reserve Statistical Release Selected Interest Rates. Notwithstanding anything
herein to the contrary, the Company may withhold delivery of share certificates
pending the resolution of any inquiry that could lead to a finding resulting in
a forfeiture, and no decision of the Board of Directors shall affect in any
manner the finality of the discharge of an Optionee by the Company or an
Affiliate; and

                    (E) The date, if any, set by the Board of Directors as an
accelerated expiration date in the event of a Change of Control.

                (ii) Notwithstanding the Option termination provisions of
Section 8(e)(i), the Committee, in its sole discretion, may extend the period
during which all or any portion of an Option may be exercised to a date no later
than the Option term specified in the Option Document pursuant to Section
8(e)(i)(A), provided that any change pursuant to this Section 8(e)(ii) which
would cause an ISO to become a Non-qualified Stock Option may be made only with
the consent of the Optionee.

            (f) TRANSFERS. Except as otherwise provided by law, no Option
granted under the Plan may be transferred, except by will or by the laws of
descent and distribution. During the lifetime of the person to whom an Option is
granted, such Option may be exercised only by him or his guardian or legal
representative. Notwithstanding the foregoing, the Committee in its sole
discretion may amend an outstanding Option to permit the transfer of such
Option, without payment of consideration, to immediate family members of the
Optionee or to trusts or partnerships for such family members.

            (g) LIMITATION ON ISO GRANTS. In no event shall the aggregate Fair
Market Value of the Shares of Common Stock (determined at the time an ISO is
granted) with respect to which incentive stock options under all incentive stock
option plans of the Company or its Affiliates are exercisable for the first time
by the Optionee during any calendar year exceed $100,000 or such greater sum as
may hereafter be permitted under Section 422 of the Code.

            (h) OTHER PROVISIONS. Subject to the provisions of the Plan, each
Option Document shall contain such other provisions including, without
limitation, provisions authorizing the Committee to accelerate the
exercisability of all or any portion of an Option granted pursuant to the Plan,
additional restrictions upon the exercise of the Option or additional
limitations upon the term of the Option, as the Committee shall deem advisable.

            (i) AMENDMENT. The Committee shall have the right to amend any
Option Document issued to an Optionee to the extent the terms to be amended are
within the Committee's discretion as provided in the Plan but subject to the
Optionee's consent if such amendment is not favorable to the Optionee, except
that the consent of the Optionee shall not be


                                      -8-
<PAGE>


required for any amendment made pursuant to Section 8(e)(i)(E) or Section 9 of
the Plan, as applicable.

            (j) NOTICE OF ISO DISPOSITION. Effective as of June 1, 2000, the
Optionee must notify the Company promptly in the event that he sells, transfers,
exchanges or otherwise disposes of any shares of Common Stock issued upon
exercise of an ISO, before the later of (i) the second anniversary of the date
of grant of the ISO, and (ii) the first anniversary of the date the shares were
issued upon his exercise of the ISO.

            (k) EXECUTION OF OPTION DOCUMENT. If an individual to whom a grant
has been made fails to execute and deliver to the Committee an Option Document
within thirty days after it is submitted to him, the Option shall be voidable by
the Company at its election, without further notice to the Optionee.

         9. CHANGE OF CONTROL.

            (a) In the event of a Change of Control, all Options then
outstanding under the Plan immediately shall become vested and exercisable in
full; provided that any acceleration of exercisability of options under this
Section 9 which would cause an ISO to become a Non-Qualified Stock Option may be
made only with the consent of the Optionee. In addition, in the event of a
Change of Control, the Committee may take whatever other action with respect to
Options outstanding as it deems necessary or desirable, including without
limitation, accelerating the expiration date of any Options. Any amendment to
this Section 9 which diminishes the rights of Optionees shall not be effective
with respect to Options outstanding at the time of adoption of such amendment,
whether or not such outstanding Options are then exercisable.

            A "Change of Control" shall be deemed to have occurred at such time
as (i) any Person (including a Person's "affiliates" (as defined below) and
associates), other than a Permitted Holder, becomes the beneficial owner (as
defined under Rule 13d-3 or any successor rule or regulation promulgated under
the Exchange Act) of more than fifty percent of the total voting power of the
Company's Common Stock, (ii) any Person (including a Person's Affiliates and
associates), other than a Permitted Holder, becomes the beneficial owner of more
than thirty-three and one-third percent of the total voting power of the
Company's Common Stock, and the Permitted Holders beneficially own, in the
aggregate, a lesser percentage of the total voting power of the Common Stock of
the Company than such other Person and do not have the right or ability by
voting power, contract or otherwise to elect or designate for election a
majority of the Board of Directors of the Company, (iii) there shall be
consummated any consolidation or merger of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which the Common
Stock of the Company would be converted into cash, securities or other property,
other than a merger or consolidation of the Company in which the holders of the
Common Stock of the Company outstanding immediately prior to the consolidation
or merger hold, directly or indirectly, at least a majority of the Common Stock
of the surviving corporation immediately after such consolidation or merger, or
(iv) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors of the Company
(together with any new directors whose election by such Board of Directors or
whose nomination for election by the shareholders of the Company has been
approved by a majority of the directors then still in office who either were
directors at the


                                      -9-
<PAGE>


beginning of such period or whose election or recommendation for election was
previously so approved) cease to constitute a majority of the Board of Directors
of the Company. For purposes of this definition of Change of Control, an
"affiliate" of any specified Person shall mean any other Person which directly
or indirectly through one or more intermediaries controls, or is controlled by,
or is under common control with, such specified Person. For the purpose of this
definition, "control," as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise.

            (b) Effective for Options granted on or after June 1, 2000 this
Section 8.1(b) shall apply in lieu of Section 8.1(a). Except as otherwise
provided in Section 10, if while unexercised Options remain outstanding under
the Plan the Company merges or consolidates with one or more corporations
(whether or not the Company is the surviving corporation), or is liquidated or
sells or otherwise disposes of substantially all of its assets to another
entity, or upon a Change of Control (as defined herein), then, except as
otherwise specifically provided to the contrary in an Option Document, the
Committee, in its discretion, shall amend the terms of all outstanding Options
so that either:

                (i) after the effective date of such merger, consolidation,
sale or Change of Control, as the case may be, each Optionee shall be entitled,
upon exercise of an Option, to receive in lieu of Shares of Common Stock the
number and class of shares of such stock or other securities to which he would
have been entitled pursuant to the terms of the merger, consolidation, sale or
Change of Control if he had been the holder of record of the number of Shares of
Common Stock as to which the Option is being exercised, or shall be entitled to
receive from the successor entity a new stock option of comparable value; or

                (ii) all outstanding Options shall be cancelled as of the
effective date of any such merger, consolidation, liquidation, sale or Change of
Control, provided that each Optionee shall have the right to exercise his Option
according to its terms during the period of twenty days ending on the day
preceding the effective date of such merger, consolidation, liquidation, sale or
Change of Control; and in addition to the foregoing, the Committee may in its
discretion amend the terms of an Option by cancelling some or all of the
restrictions on its exercise, to permit its exercise pursuant to this paragraph
(ii) to a greater extent than that permitted on its existing terms; or

                (iii) all outstanding Options shall be cancelled as of the
effective date of any such merger, consolidation, liquidation, sale or Change of
Control in exchange for consideration in cash or in kind, which consideration in
both cases shall be equal in value to the value of those shares of stock or
other securities the Optionee would have received had the Option been exercised
(to the extent then exercisable) and no disposition of the shares acquired upon
such exercise had been made prior to such merger, consolidation, liquidation,
sale or Change in Control, less the option price therefor. Upon receipt of such
consideration by the Optionee, his or her Option shall immediately terminate and
be of no further force and effect. The value of the stock or other securities
the Optionee would have received if the Option had been exercised shall be
determined in good faith by the Committee, and in the case of shares of the
Common Stock of the Company, in accordance with the provisions of Section 8(b).


                                      -10-
<PAGE>


            A "Change of Control" of the Company shall be deemed to have
occurred if any person (as such term is used in Section 13(d) and 14(d)(2) of
the Exchange Act) other than a trust related to an employee benefit plan
maintained by the Company becomes the beneficial owner (within the meaning of
Rule 13d-3 under the Exchange Act) of fifty percent or more of the Company's
outstanding Common Stock, and within the period of twenty-four consecutive
months immediately thereafter, individuals other than (a) individuals who at the
beginning of such period constitute the entire Board of Directors or (b)
individuals whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of the period, become a
majority of the Board of Directors.

         10. ADJUSTMENTS. In the event that a dividend shall be declared upon
the Common Stock payable in Shares of Common Stock or if a stock split is
declared with respect to the Common Stock, the number of Shares of Common Stock
then subject to any Option outstanding under the Plan and the number of Shares
reserved for the grant of Options pursuant to the Plan but not yet subject to an
Option shall be adjusted by adding to each such Share the number of shares which
would be distributable in respect thereof if such Shares had been outstanding on
the date fixed for determining the shareholders of the Company entitled to
receive such stock dividend or stock split. In the event that the outstanding
shares of Common Stock shall be changed into or exchanged for a different number
or kind of shares of stock or other securities of the Company or of another
corporation, whether through reorganization, recapitalization, stock split,
combination of shares, merger, consolidation or otherwise, there shall be
substituted for each Share of Common Stock subject to any such Option and for
each Share of Common Stock reserved for the grant of Options pursuant to the
Plan but not yet subject to an Option, the number and kind of shares of stock or
other securities into which each outstanding share of Common Stock shall have
been so changed or for which each such share shall have been exchanged. In the
event there shall be any change, other than as specified above in this Section
10, in the number or kind of outstanding shares of Common Stock or of any stock
or other securities into which such Common Stock shall have been changed or for
which it shall have been exchanged, then if the Board of Directors (effective
June 1, 2000, the Committee) shall in its sole discretion determine that such
change equitably requires an adjustment in the number or kind of Shares
theretofore reserved for the grant of Options pursuant to the Plan but not yet
subject to an Option and of the Shares then subject to Options, such adjustment
shall be made by the Board of Directors (effective June 1, 2000, the Committee)
and shall be effective and binding for all purposes of the Plan and of each
Option outstanding thereunder. In the case of any such substitution or
adjustment as provided for in this Section 10, the Option Price for each Share
of stock or other security which shall have been substituted for each Share of
Common Stock covered by an outstanding Option shall be adjusted appropriately to
reflect such substitution or adjustment. No adjustment or substitution provided
for in this Section 10 shall require the Company to sell a fractional share of
Common Stock, and the total substitution or adjustment with respect to each
outstanding Option shall be limited accordingly. Upon any adjustment made
pursuant to this Section 10, the Company will, upon request, deliver to the
Optionee a certificate of its Secretary setting forth the Option Price
thereafter in effect and the number and kind of shares or other securities
thereafter purchasable on the exercise of such Option.

            11. AMENDMENT OR TERMINATION OF THE PLAN. The Board of Directors may
terminate the Plan in whole or in part at any time or amend the Plan from time
to time in such


                                      -11-
<PAGE>


manner as it may deem advisable. Nevertheless, the Board of Directors shall not
(a) change the class of individuals eligible to receive an ISO, (b) increase the
maximum number of Shares as to which Options may be granted or (c) make any
other change or amendment to which stockholder approval is required in order to
satisfy the conditions set forth in Rule 16b-3 promulgated under the Exchange
Act, in each case without obtaining approval, within twelve months before or
after such action, by vote of a majority of the votes cast at a duly called
meeting of the stockholders at which a quorum representing a majority of all
outstanding voting stock of the Company is, either in person or by proxy,
present and voting on the matter. No amendment to the Plan, however, shall
adversely affect any outstanding Option in any material respect without the
consent of the Optionee.

         12. NO COMMITMENT TO RETAIN. The grant of an Option pursuant to the
Plan shall not be construed to imply or to constitute evidence of any agreement,
express or implied, on the part of the Company or any Affiliate to retain the
Optionee in the employ or service of the Company or an Affiliate and/or as a
member of the Company's Board of Directors or in any other capacity, and nothing
in the Plan shall interfere with or limit in any way the right of the Company or
an Affiliate to terminate the employment or service of an Optionee.

         13. WITHHOLDING OF TAXES. The Company shall deduct or withhold an
amount sufficient to satisfy all Federal, state and local taxes required by law
to be withheld with respect to any grant or exercise of an Option or other
transaction under the Plan that gives rise to a withholding obligation and, in
so doing, the Company shall by agreement with the Optionee or unilaterally take
such action as it deems necessary or prudent to protect the Company's interest
with respect to such withholding obligations. In the sole discretion of the
Committee, and subject to such conditions or limitations as the Committee shall
prescribe, an Optionee may satisfy the withholding obligation, in whole or in
part, by electing to have the number of Shares to be issued upon exercise of an
Option reduced by a number of Shares having a Fair Market Value equal to the
desired withholding amount or by surrendering to the Company Shares which the
Optionee has held for more than six months having an equivalent Fair Market
Value; provided, however, that payment of the withholding obligation in the form
of Shares shall not be made with respect to an amount in excess of any minimum
required withholding; and provided, further, that the six month holding
requirement shall be inapplicable effective June 1, 2000. If the method of
payment for the Shares is from a loan or sale by a broker of the Shares acquired
on exercise of the Option, the withholding obligation shall be satisfied from
the proceeds of such loan or sale.

         14. INTERPRETATION. It is the intent of the Company that transactions
under the Plan with respect to directors and officers (within the meaning of
Section 16(a) of the Exchange Act) satisfy the conditions of Rule 16b-3
promulgated under the Exchange Act. To the extent that any provision of the Plan
or action by the Committee would result in a conflict with or fail to comply
with any such condition, such provision or action shall be deemed null and void
as applied to such transactions to the extent permitted by applicable law and
deemed advisable by the Company. This Section 14 shall not be applicable if no
class of the Company's equity securities is then registered pursuant to Section
12 of the Exchange Act. In addition, with respect to employees subject to
Section 162(m) of the Code, transactions under the Plan are intended to avoid


                                      -12-
<PAGE>


the loss of a deduction under that Code section. Accordingly, to the extent any
provision of the Plan or action by the Committee fails to comply with Section
162(m) of the Code to avoid the loss of a deduction, it shall be deemed null and
void to the extent permitted by law and deemed advisable by the Company.

         15. USE OF PROCEEDS. The proceeds from the sale of Shares pursuant to
the exercise of Options shall constitute general funds of the Company.

         16. OPTION GRANTS TO NON-UNITED STATES PERSONS. Options may be granted
to Optionees who are foreign nationals or employed outside the United States on
such terms and conditions different from those specified in the Plan as the
Committee considers necessary or advisable to achieve the purposes of the Plan
or to comply with applicable laws. The Board of Directors shall have the right
to amend the Plan, consistent with its authority to amend the Plan as set forth
in Section 11, to obtain favorable tax treatment for Optionees, and any such
amendments shall be evidenced by an Appendix to the Plan. The Board of Directors
may delegate this authority to the Committee.

         17. GOVERNING LAW. The granting of Options and the issuance of Shares
under the Plan shall be subject to all applicable laws and regulations and to
such approvals by any governmental agency or national securities exchanges as
may be required. To the extent not pre-empted by Federal law, the Plan and all
Option Documents hereunder shall be construed in accordance with and governed by
the laws of Pennsylvania; provided, however, that effective June 1, 2000, and to
the extent not pre-empted by Federal law, the Plan and all Option Documents
hereunder shall be construed in accordance with and governed by the laws of the
Commonwealth of Massachusetts, without regard to the principles of conflicts of
law.


                                      -13-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>6
<FILENAME>a2041834zex-10_12.txt
<DESCRIPTION>EXHIBIT 10.12
<TEXT>

<PAGE>


                                                                   EXHIBIT 10.12


                                                                  EXECUTION COPY


                                 FIRST AMENDMENT

     FIRST AMENDMENT, dated as of March 20, 2001 (the "AMENDMENT"), to the
Fourth Amended and Restated Credit Agreement, dated as of August 14, 2000 (the
"CREDIT AGREEMENT"), among IRON MOUNTAIN INCORPORATED, a Pennsylvania
corporation (the "COMPANY"), IRON MOUNTAIN CANADA CORPORATION (formerly known as
Pierce Leahy Canada Company), a company organized under the laws of the Province
of Nova Scotia, the several banks and other financial institutions or entities
from time to time parties to the Credit Agreement (the "Lenders"), FLEET
NATIONAL BANK, as documentation agent, CHASE SECURITIES INC., as arranger and
book manager, THE CHASE MANHATTAN BANK OF CANADA, as Canadian Administrative
Agent, and THE CHASE MANHATTAN BANK, as administrative agent for the Lenders (in
such capacity, the "ADMINISTRATIVE AGENT").

                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS, the Company has requested that the Lenders and the Administrative
Agent agree to the amendments to the Credit Agreement set forth below and in
Exhibit A attached hereto, and the Lender and the Administrative Agent agree to
such amendments upon the terms set forth herein;

     NOW, THEREFORE, in consideration of the respective covenants and agreement
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1. DEFINED TERMS. Unless otherwise defined herein, all capitalized terms
used herein shall have the meanings given to them in the Credit Agreement.

     2. AMENDMENT TO SECTION 1.01 (CERTAIN DEFINED TERMS). The definition of
"SENIOR SUBORDINATED DEBT" is hereby amended to read in its entirety as follows:

          ""SENIOR SUBORDINATED DEBT" shall mean, collectively, the 1996 Senior
     Subordinated Debt, the 1997 Senior Subordinated Debt, the 1999 Senior
     Subordinated Debt, the Pierce 1996 Senior Subordinated Notes, the Pierce
     1997 Senior Subordinated Notes, the Pierce 1998 Senior Notes and any other
     subordinated Indebtedness permitted under Section 9.08(iii) hereof."

     3. AMENDMENT TO SECTION 9.08 (INDEBTEDNESS). Section 9.08 is hereby amended
by deleting "$175,000,000" from clause (vi) therein and inserting "$205,000,000"
in lieu thereof.

     4. AMENDMENT TO SECTION 9.17 (SUBORDINATED INDEBTEDNESS). Section 9.17(iii)
is hereby amended to read in its entirety as follows:

          "(iii) any other purchase, redemption or retirement of Subordinated
     Indebtedness, so long as (i) no Default has occurred and is continuing and
     (ii) either (A) such other purchase, redemption or retirement is in
     connection with a refinancing of such


<PAGE>


     Subordinated Indebtedness with the proceeds of, or in connection with an
     exchange of such Subordinated Indebtedness for a new series of, Senior
     Subordinated Debt issued within 60 days of the substantial completion of
     such purchase, redemption or retirement, or (B) after giving effect to such
     purchase, redemption or retirement, the ratio of Senior Debt on the last
     day of the most recently completed fiscal quarter of the Company to EBITDA
     for the four quarters then ended on a PRO FORMA basis, after giving effect
     to such purchase, redemption or retirement and any Stock Repurchase
     consummated on or prior to the date hereof, and to any borrowings to
     finance the same, as at the last day of the latest fiscal quarter is less
     than or equal to 1.5 to 1."

     5. AMENDMENT TO SECTION 9.21 (CERTAIN OBLIGATIONS RESPECTING SUBSIDIARIES).
Section 9.21(d) is hereby amended by deleting the words "Senior Subordinated
Debt Indentures" contained therein and substituting the words "Senior
Subordinated Debt Documents" in lieu thereof.

     6. AMENDMENTS TO SECTIONS 2, 3, 4 AND 5. Sections 2, 3, 4 and 5 are hereby
amended to read in their respective entirety as set forth in Exhibit A to this
Amendment (with the changes thereto being marked in accordance with the Delta
View blackline program).

     7. AMENDMENT TO SECTION 2.6 OF ANNEX A. Section 2.6 of Annex A to the
Credit Agreement is hereby amended to read in its entirety as follows:

          "2.6 DESIGNATION OF BORROWINGS. On or prior to the date which is
     five (5) Business Days (Canada) prior to the first day of each month, the
     US Borrower and the Canadian Borrower shall give notice to each of the
     Canadian Administrative Agent and the Administrative Agent, respectively,
     of the aggregate Canadian Commitment and the aggregate US$-Canadian
     Commitment to be available during such month (the "US-CANADIAN
     ALLOCATION"), and the Canadian Administrative Agent and the Administrative
     Agent shall promptly notify the Canadian Lenders and the US$-Canadian
     Lenders, respectively, thereof. With the consent of each of the
     US$-Canadian Lenders, the Canadian Lenders, the Administrative Agent and
     the Canadian Administrative Agent (as evidenced in a manner satisfactory to
     the Administrative Agent), the US Borrower and the Canadian Borrower may
     modify the then-current US-Canadian Allocation for any period and subject
     to any notice as they may request; and in the event of a failure by the US
     Borrower and the Canadian Borrower to give a timely notice as to the
     US-Canadian Allocation for any month, the US-Canadian Allocation for the
     immediately preceding month shall continue in effect. The US Borrower and
     the Canadian Borrower agree that no time during such month shall the
     aggregate principal amount of the C$ Loans exceed the aggregate Canadian
     Commitment specified in such notice, nor shall the aggregate principal
     amount of the US$-Canadian Loans exceed the aggregate US$-Canadian
     Commitment specified in such notice, and in no event shall the aggregate of
     the Canadian Commitments and the US$-Canadian Commitments exceed
     US$50,000,000."

     8. REPRESENTATIONS AND WARRANTIES. On and as of the date hereof, the
Company hereby confirms, reaffirms and restates the representations and
warranties set forth in Section 8 of the Credit Agreement mutatis mutandis,
except to the extent that such representations and warranties expressly relate
to a specific earlier date in which case the


                                       2


<PAGE>


Borrower hereby confirms, reaffirms and restates such representations and
warranties as of such earlier date.

     9. EFFECTIVENESS. This Amendment shall become effective immediately upon
execution by the Majority Lenders, the Administrative Agent and the Company (the
"Effectiveness Date").

     10. VALID AND BINDING. This Amendment shall be binding upon and inure to
the benefit of each of the parties hereto and their respective successors and
assigns.

     11. PAYMENT OF EXPENSES. The Company agrees to pay or reimburse the
Administrative Agent for all out-of-pocket costs and expenses incurred in
connection with the Amendment, any other documents prepared in connection
herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel.

     12. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT; LIMITED EFFECT. On and
after the date hereof and the satisfaction of the conditions contained in this
Amendment, each reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof" or words of like import referring to the Credit Agreement
shall mean and be a reference to the Credit Agreement as amended hereby. The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender under the Credit Agreement, nor constitute a waiver of any provisions
of the Credit Agreement. Except as expressly amended herein, all of the
provisions and covenants of the Credit Agreement are and shall continue to
remain in full force and effect in accordance with the terms thereof and are
hereby in all respects ratified and confirmed.

     13. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF
THE STATE OF NEW YORK.

     14. COUNTERPARTS. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts (which may include
counterparts delivered by facsimile transmission) and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Any
executed counterpart delivered by facsimile transmission shall be effective as
for all purposes hereof.


                                       3


<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Consent and
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.

                               IRON MOUNTAIN INCORPORATED



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               THE CHASE MANHATTAN BANK, as
                                  Administrative Agent



                               By: /s/ Robert T. Sacks
                                  -----------------------------------------
                                    Name: Robert T. Sacks
                                    Title: Managing Director



                               AERIES II FINANCE LTD.
                               By: INVESCO Senior Secured Management, Inc.
                                   As Sub-Managing Agent


                               By: /s/ Thomas H. B. Ewald
                                  -----------------------------------------
                                    Name: Thomas H.B. Ewald
                                    Title: Authorized Signatory



                               AIMCO CDO SERIES 2000-A



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:


                                       4


<PAGE>


                               ALLFIRST BANK



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               ARAB BANK PLC



                               By: /s/ Samier Tamini
                                  -----------------------------------------
                                    Name: Samier Tamini
                                    Title: Vice President



                               ARES III CLO LTD.
                               By: ARES CLO Management
                               Its: Investment Manager

                               By: /s/ David A. Sachs
                                  -----------------------------------------
                                    Name: David A. Sachs
                                    Title: Vice President


                               ARES IV CLO LTD.

                               By: ARES CLO Management IV, L.P.
                               Its: Investment Manager

                               By: /s/ David A. Sachs
                                  -----------------------------------------
                                    Name: David A. Sachs
                                    Title: Vice President

                               ARES LEVERAGED INVEST. FUND II, L.P.
                               By: ARES Management II, L.P.
                               Its: General Partner

                               By: /s/ David A. Sachs
                                  -----------------------------------------
                                    Name: David A. Sachs
                                    Title: Vice President


                                       5


<PAGE>


                               AVALON CAPITAL LTD.
                               By: INVESCO Senior Secured Management, Inc.
                                   As Portfolio Advisor

                               By: /s/ Thomas H. B. Ewald
                                  -----------------------------------------
                                    Name: Thomas H.B. Ewald
                                    Title: Authorized Signatory



                               AVALON CAPITAL LTD. II
                               By: INVESCO Senior Secured Management, Inc.
                                   As Portfolio Advisor

                               By: /s/ Thomas H. B. Ewald
                                  -----------------------------------------
                                    Name: Thomas H.B. Ewald
                                    Title: Authorized Signatory



                               BNP PARIBAS



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               BANK ONE, NA [Main Office Chicago]



                               By: /s/
                                  -----------------------------------------
                                    Name:
                                    Title:



                               BANK OF MONTREAL



                               By: /s/ S. Valia
                                  -----------------------------------------
                                    Name: S. Valia
                                    Title: Managing Director


                                       6


<PAGE>


                               BANK OF NEW YORK



                               By: /s/ Kenneth P. Sneider, Jr.
                                  -----------------------------------------
                                    Name: Kenneth P. Sneider, Jr.
                                    Title: Vice President



                               BANK OF NOVA SCOTIA



                               By: /s/ T.M. Pitcher
                                  -----------------------------------------
                                    Name: T.M. Pitcher
                                    Title: Authorized Signatory



                               BAVARIA TRR CORPORATION



                               By: /s/
                                  -----------------------------------------
                                    Name:
                                    Title:



                               BEAR STEARNS CORPORATE LENDING INC.



                               By: /s/ Victor F. Bulzacchelli
                                  -----------------------------------------
                                    Name: Victor F. Bulzacchelli
                                    Title: Managing Director



                               BLACK DIAMOND INTL. FUNDING, LTD.



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:


                                       7


<PAGE>


                               CIBC, INC.



                               By: /s/ Joan S. Griffin
                                  -----------------------------------------
                                    Name: Joan S. Griffin
                                    Title: Executive Director
                                           CIBC World Market Corp.,
                                               As Agent



                               CARLYLE HIGH YIELD PARTNERS II, LTD.



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               CARLYLE HIGH YIELD PARTNERS III, LTD.



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               CHARTER VIEW PORTFOLIO
                               By: INVESCO Senior Secured Management, Inc.
                                   As Investment Advisor

                               By: /s/ Thomas H.B. Ewald
                                  -----------------------------------------
                                    Name: Thomas H.B. Ewald
                                    Title: Authorized Signatory



                               CHASE MANHATTAN BANK



                               By: /s/ Robert T. Sacks
                                  -----------------------------------------
                                    Name: Robert T. Sacks
                                    Title: Managing Director


                                       8


<PAGE>


                               CITADEL HILL 2000 LTD.



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               COLUMBUS LOAN FUNDING, LTD.
                               By: Travelers Asset Management International
                                   Company LLC


                               By: /s/ Allen R. Cantrell
                                  -----------------------------------------
                                    Name: Allen R. Cantrell
                                    Title: Investment Officer



                               CREDIT LYONNAIS NEW YORK BRANCH



                               By: /s/ Scott R. Chappelka
                                  -----------------------------------------
                                    Name: Scott R. Chappelka
                                    Title: Vice President



                               CYPRESS TREE INVESTMENT PARTNERS I



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               CYPRESS TREE INVESTMENT PARTNERS II



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:


                                       9


<PAGE>


                               DRESDNER BANK AG, New York and Grand
                               Cayman Branches



                               By: /s/ Jane A. Majeski
                                  -----------------------------------------
                                    Name: Jane A. Majeski
                                    Title: First Vice President



                               By: /s/ Michael S. Greenberg
                                  -----------------------------------------
                                    Name: Michael S. Greenberg
                                    Title: Assistant Vice President



                               ELC (CAYMAN) LTD. 2000-1
                               By: First Union Institutional Debt
                                   Management Inc., its
                                   Collateral Manager


                               By: /s/ William A. Hayes
                                  -----------------------------------------
                                    Name: William A. Hayes
                                    Title: Director



                               EATON VANCE CDO II, LTD.
                               By: EATON VANCE MANAGEMENT
                                   AS INVESTMENT ADVISOR


                               By: /s/ Payson F. Swaffield
                                  -----------------------------------------
                                    Name: Payson F. Swaffield
                                    Title: Vice President



                               EATON VANCE CDO III, LTD.
                               By: EATON VANCE MANAGEMENT
                                   AS INVESTMENT ADVISOR


                               By: /s/ Payson F. Swaffield
                                  -----------------------------------------
                                    Name: Payson F. Swaffield
                                    Title: Vice President



                               EATON VANCE INSTITUTIONAL SENIOR
                                 LOAN FUND
                               By: EATON VANCE MANAGEMENT
                                   AS INVESTMENT ADVISOR


                               By: /s/ Payson F. Swaffield
                                  -----------------------------------------
                                    Name: Payson F. Swaffield
                                    Title: Vice President



                                       10
<PAGE>


                               EATON VANCE SENIOR INCOME TRUST
                               By: EATON VANCE MANAGEMENT
                                   AS INVESTMENT ADVISOR


                               By: /s/ Payson F. Swaffield
                                  -----------------------------------------
                                    Name: Payson F. Swaffield
                                    Title: Vice President



                               ERSTE BANK



                               By: /s/ Arciree Hoyanessian
                                  -----------------------------------------
                                    Name: Arciree Hoyanessian
                                    Title: Director



                               FIDELITY ADV. SERIES II HIF



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               FIDELITY II:  ADV. FL. RATE HIGH INC. FD.



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               FIRST DOMINION FUNDING III



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                                       11
<PAGE>


                               FIRST UNION NATIONAL BANK N.C.



                               By: /s/ Constantin E. Chepurney
                                  -----------------------------------------
                                    Name: Constantin E. Chepurney
                                    Title: Senior Vice President



                               FLAGSHIP CLO



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               FLAGSHIP CLO 2001-1



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               FLEET NATIONAL BANK



                               By: /s/ Luanne T. Smith
                                  -----------------------------------------
                                    Name: Luanne T. Smith
                                    Title: Vice President



                               FRANKLIN FLOAT. RATE MASTER SERIES



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                                       12
<PAGE>


                               FUJI BANK, LIMITED


                               By: /s/ John D. Doyle
                                  -----------------------------------------
                                    Name: John D. Doyle
                                    Title:



                               GENERAL ELECTRIC CAPITAL CORP.



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               GRAYSON & CO.
                               By: Boston Management Research
                                   As Investment Advisor


                               By: /s/ Payson F. Swaffield
                                  -----------------------------------------
                                    Name: Payson F. Swaffield
                                    Title: Vice President



                               GREAT POINT CLO 1999-1 LTD.
                               By: Sankaty Advisors, Inc.
                                   As Collateral Manager


                               By: /s/ Diane J. Exeter
                                  -----------------------------------------
                                    Name: Diane J. Exeter
                                    Title: Managing Director, Portfolio
                                              Manager



                               HSBC BANK USA



                               By: /s/ Thomas J. Crowley
                                  -----------------------------------------
                                    Name: Thomas J. Crowley
                                    Title: Vice President



                                       13
<PAGE>


                               KZH CNC LLC



                               By: /s/ Susan Lee
                                  -----------------------------------------
                                    Name: Susan Lee
                                    Title: Authorized Agent



                               KZH CYPRESS TREE-1 LLC



                               By: /s/ Susan Lee
                                  -----------------------------------------
                                    Name: Susan Lee
                                    Title: Authorized Agent



                               KZH PONDVIEW LLC



                               By: /s/ Susan Lee
                                  -----------------------------------------
                                    Name: Susan Lee
                                    Title: Authorized Agent



                               KATONAH I, LTD.



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               KEMPER FLOATING RATE FUND



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                                       14
<PAGE>


                               KEYPORT LIFE INSURANCE COMPANY
                               By: Stein Roe & Farnham Incorporated
                                   As Agent


                               By: /s/ James R. Fellows
                                  -----------------------------------------
                                    Name: James R. Fellows
                                    Title: Senior Vice President &
                                             Portfolio Manager



                               LIBERTY-STEIN ROE ADV. FLOAT. RT. ADV.
                               By: Stein Roe & Farnham Incorporated
                                   As Agent


                               By: /s/ James R. Fellows
                                  -----------------------------------------
                                    Name: James R. Fellows
                                    Title: Senior Vice President &
                                             Portfolio Manager



                               ML CLO XV PILGRIM AMER (CAYMAN), LTD.



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               MSDW PRIME INCOME TRUST



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               MADISON AVENUE CDO I LIMITED
                               By: Metropolitan Life Insurance Company
                                   As Collateral Manager


                               By: /s/
                                  -----------------------------------------
                                    Name:
                                    Title: Authorized Signatory



                                       15
<PAGE>


                               MAPLEWOOD (CAYMAN) LIMITED



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               MASSACHUSETTS MUTUAL LIFE
                                 INSURANCE



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               METROPOLITAN LIFE INSURANCE COMPANY



                               By: /s/
                                  -----------------------------------------
                                    Name:
                                    Title: Director



                               MOUNTAIN CLO TRUST II



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               MOUNTAIN CAPITAL CLO II LTD.



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                                       16
<PAGE>


                               MUIRFIELD TRADING LLC



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               NATEXIS BANQUE POPULAIRES



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               NATIONAL CITY BANK



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               NOMURA BOND & LOAN FUND
                               By: THE TOYO TRUST & BANKING CO., LTD.
                                   AS TRUSTEE
                                   By: NOMURA CORPORATE RESEARCH AND
                                       ASSET MANAGEMENT, INC.,
                                       ATTORNEY IN FACT


                               By: /s/ Richard W. Stewart
                                  -----------------------------------------
                                    Name: Richard W. Stewart
                                    Title: Director



                               NORSE CBO, LTD.



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                                       17
<PAGE>


                               NORTH AMERICAN SR. FLOATING RATE
                               FUND



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               NORTHWOODS CAPITAL II, LIMITED



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               OLYMPIC FUNDING TRUST SERIES 1999-1



                               By:
                                  -----------------------------------------
                                  Name:
                                  Title:



                               OLYMPIC FUNDING TRUST SERIES 1999-1



                               By:
                                  -----------------------------------------
                                  Name:
                                  Title:



                               PPM SPYGLASS FUNDING TRUST



                               By:
                                  -----------------------------------------
                                  Name:
                                  Title:



                                       18
<PAGE>


                               PILGRIM CLO 1999-1 LTD.



                               By:
                                  -----------------------------------------
                                  Name:
                                  Title:



                               PINEHURST TRADING, INC.



                               By: /s/ Kelly C. Walker
                                  -----------------------------------------
                                  Name: Kelly C. Walker
                                  Title: Vice President



                               PROMETHEUS INVESTMENT FUNDING 1
                               LTD.
                               By: CPF ASSET ADVISORY, L.P.
                                   AS INVESTMENT MANAGER


                               By: /s/ Irv Roa
                                  -----------------------------------------
                                  Name: Irv Roa
                                  Title: Associate Director


                               By: /s/ Timothy L. Harrod
                                  -----------------------------------------
                                  Name: Timothy L. Harrod
                                  Title: Director


                               PROVIDENT BANK



                               By: /s/ Steve Touvelle
                                  -----------------------------------------
                                  Name: Steve Touvelle
                                  Title: Vice President



                               SRF 2000 LLC



                               By: /s/ Kelly C. Walker
                                  -----------------------------------------
                                  Name: Kelly C. Walker
                                  Title: Vice President



                                       19
<PAGE>


                               SAWGRASS TRADING LLC



                               By: /s/ Kelly Walker
                                  -----------------------------------------
                                    Name: Kelly Walker
                                    Title: Vice President



                               SEABOARD CLO 2000 LTD.



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               SENIOR DEBT PORTFOLIO
                               By: Boston Management and Research
                                   as Investment Advisor


                               By: /s/ Payson F. Swaffield
                                  -----------------------------------------
                                    Name: Payson F. Swaffield
                                    Title: Vice President



                               SIAM COMMERCIAL BK., PUBLIC CO. LTD.



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               SIERRA CLO I LTD.
                               By: Centre Pacific, LLC, its
                                   Manager


                               By: /s/ John M. Casparian
                                  -----------------------------------------
                                    Name: John M. Casparian
                                    Title: Chief Operating Officer



                                       20
<PAGE>


                               STEIN ROE & FARNHAM CLO I LTD.
                               By: Stein Roe & Farnham Incorporated, as
                                   Portfolio Manager


                               By: /s/ James R. Fellows
                                  -----------------------------------------
                                    Name: James R. Fellows
                                    Title: Senior Vice President &
                                           Portfolio Manager



                               SUFFIELD CLO, LIMITED



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               SUMITOMO TRUST & BANKING CO., LTD.,
                               NEW YORK BRANCH


                               By: /s/ Stephanie M. Fowler
                                  -----------------------------------------
                                    Name: Stephanie M. Fowler
                                    Title: Vice President



                               TORONTO DOMINION (NEW YORK) INC.



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               TORONTO DOMINION (NEW YORK) INC.



                               By: /s/ Dana Schwalie
                                  -----------------------------------------
                                    Name: Dana Schwalie
                                    Title: Vice President



                                       21
<PAGE>


                               TRAVELERS CORPORATE LOAN FUND
                               By: Travelers Asset Management International
                                   Company LLC


                               By: /s/ Allen R. Cantrell
                                  -----------------------------------------
                                    Name: Allen R. Cantrell
                                    Title: Investment Officer



                               UNION BANK OF CALIFORNIA, N.A.



                               By: /s/ David W. Kinkela
                                  -----------------------------------------
                                    Name: David W. Kinkela
                                    Title: Vice President



                               UNITED STATES TRUST COMPANY



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               VAN KAMPEN CLO I, LIMITED
                               By: VAN KAMPEN MANAGEMENT, INC.,
                                   As Collateral Manager


                               By: /s/ Darvin D. Pierce
                                  -----------------------------------------
                                    Name: Darvin D. Pierce
                                    Title: Principal



                               VAN KAMPEN CLO II, LIMITED
                               By: VAN KAMPEN MANAGEMENT, INC.,
                                   As Collateral Manager


                               By: /s/ Darvin D. Pierce
                                  -----------------------------------------
                                    Name: Darvin D. Pierce
                                    Title: Principal



                                       22
<PAGE>


                               VAN KAMPEN PRIME RATE INCOME TRUST
                               By: Van Kampen Investment Advisory Corp.


                               By: /s/ Darvin D. Pierce
                                  -----------------------------------------
                                    Name: Darvin D. Pierce
                                    Title: Principal



                               VAN KAMPEN SENIOR INCOME TRUST
                               By: Van Kampen Investment Advisory Corp.


                               By: /s/ Darvin D. Pierce
                                  -----------------------------------------
                                    Name: Darvin D. Pierce
                                    Title: Principal



                               VAR. INS. PROD. FD. II:  AST. MGR. GRO.
                               POR.



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               VAR. INS. PROD. FUND II:  AST. MGR.
                               PORTF.



                               By:
                                  -----------------------------------------
                                    Name:
                                    Title:



                               WACHOVIA BANK, N.A.



                               By: /s/ Christa P. Holland
                                  -----------------------------------------
                                    Name: Christa P. Holland
                                    Title: Vice President



                                       23
<PAGE>


                               WEBSTER BANK



                               By: /s/ Juliana B. Dalton
                                  -----------------------------------------
                                    Name: Juliana B. Dalton
                                    Title: Vice President



                               WINGED FOOT FUNDING TRUST



                               By: /s/ Kelly C. Walker
                                  -----------------------------------------
                                    Name: Kelly C. Walker
                                    Title: Authorized Agent




                                       24


<PAGE>


                                                      Exhibit A to the Amendment

Amendment to Section 2


                  Section 2. LOANS, ETC.

                  2.01 US$ LOANS; US$-CANADIAN LOANS; MULTI-CURRENCY LOANS; C$
LOANS; TRANCHE A TERM LOANS; TRANCHE B TERM LOANS. (a) Subject to the terms and
conditions of this Agreement, (i) each US$ Lender severally agrees to continue
and make loans to the Borrowers in Dollars ("US$ LOANS") during the Commitment
Period in an aggregate principal amount at any one time outstanding up to but
not exceeding the amount of the US$ Commitment of such US$ Lender as in effect
from time to time, PROVIDED that in no event shall the aggregate outstanding
principal amount of all US$ Loans, together with the aggregate amount of all
Letter of Credit Liabilities under the US$ Commitments outstanding, exceed the
aggregate amount of the US$ Commitments as in effect from time to time, (ii)
each US$-Canadian Lender severally agrees to continue and make loans to the
Borrowers in Dollars or Canadian Dollars ("US$-CANADIAN LOANS") during the
Commitment Period in an aggregate principal amount at any one time outstanding
up to but not exceeding the amount of the US$-Canadian Commitment of such
US$-Canadian Lender as in effect from time to time, PROVIDED that in no event
shall the aggregate outstanding principal amount of all US$-Canadian Loans,
together with the aggregate outstanding principal amount of all C$ Loans, exceed
the aggregate amount of the US$-Canadian Commitments as in effect from time to
time, (iii) each Multi-Currency Lender severally agrees to continue and make
loans to the Borrowers in any Multi-Currency ("MULTI-CURRENCY LOANS") during the
Commitment Period in an aggregate principal amount at any one time outstanding
up to but not exceeding the amount of the Multi-Currency Commitment of such
Multi-Currency Lender as in effect from time to time, provided that in no event
shall the aggregate outstanding principal amount of all Multi-Currency Loans,
together with the aggregate amount of all Letter of Credit Liabilities under the
Multi-Currency Commitments outstanding, exceed the aggregate amount of the
Multi-Currency Commitments as in effect from time to time, (iv) each Canadian
Lender severally agrees to continue and make C$ Loans to the Canadian Borrower
in Canadian Dollars during the Commitment Period in accordance with the terms
and provisions of Annex A hereto, (v) each Tranche A Term Lender severally
agrees to make a term loan to the Company in Dollars ("TRANCHE A TERM LOANS") on
the Effective Date in an amount not to exceed the amount of the Tranche A Term
Commitment of such Tranche A Term Lender and (vi) each Tranche B Term Lender
severally agrees to make a term loan to the Company in Dollars ("TRANCHE B TERM
LOANS") on the Effective Date in an amount not to exceed the amount of the
Tranche B Term Commitment of such Tranche B Term Lender. Subject to the terms
and conditions of this Agreement, during the Commitment Period, the Borrowers
may (x) borrow, repay and reborrow the US$ Loans, the Dollar-denominated
US$-Canadian Loans and the Dollar-denominated Multi-Currency Loans by means of
ABR Loans and Eurocurrency Loans and (y) convert the US$ Loans, the
Dollar-denominated US$-Canadian Loans, the Dollar-denominated Multi-Currency
Loans, the Tranche A Term Loans or the Tranche B Term Loans of one Type into
Loans of the other Type (as provided in Section 3.02(a) hereof) or continue
Eurocurrency Loans for subsequent Interest Periods. Unless otherwise provided
herein, all Multi-Currency Loans and all US$-Canadian Loans, other than
Dollar-denominated Multi-Currency Loans and Dollar-denominated US$-Canadian
Loans, shall be made, maintained and continued as Eurocurrency Loans.


<PAGE>


                  (b) The Loans outstanding under the Existing Credit Agreement
on the Effective Date (the "EXISTING LOANS") shall continue to be outstanding
and shall be continued under this Agreement.

                  2.02  REDUCTIONS OF COMMITMENTS.

                  (a) MANDATORY. The US$ Commitments, the US$-Canadian
Commitments and Multi-Currency Commitments shall terminate on the Commitment
Termination Date. In addition, the US$ Commitments, the US$-Canadian Commitments
and Multi-Currency Commitments shall be reduced as provided in Section 3.02(c).

                  (b) OPTIONAL. The Company shall have the right to terminate or
reduce the unused US$ Commitments, US$-Canadian Commitments and Multi-Currency
Commitments (for which purpose use of the US$ Commitments and Multi-Currency
Commitments shall be deemed to include the aggregate amount of Letter of Credit
Liabilities under the US$ Commitment or the Multi-Currency Commitment, as the
case may be) at any time or from time to time, provided that (i) the Company
shall give notice of each such termination or reduction to the Administrative
Agent as provided in Section 5.05 hereof and (ii) each partial reduction shall
be in an aggregate amount at least equal to $1,000,000.

                  (c) NO REINSTATEMENT. US$ Commitments, US$-Canadian
Commitments and Multi-Currency Commitments once terminated or reduced may not be
reinstated.


                  2.03 FEES. The Company shall pay to the Administrative Agent
for the account of each US$ Lender, US$-Canadian Lender or Multi-Currency Lender
commitment fees in Dollars on the daily average unused amount of such Lender's
US$ Commitment, US$-Canadian Commitment or Multi-Currency Commitment, as the
case may be, (for which purpose, (i) the aggregate amount of any Letter of
Credit Liabilities under the US$ Commitments or the Multi-Currency Commitments
shall be deemed to be a PRO RATA (based on the US$ Commitments or the
Multi-Currency Commitments, as the case may be) use of each Lender's US$
Commitment or Multi-Currency Commitment, as the case may be, and (ii) the daily
average amount of each US$-Canadian Lender's US$-Canadian Commitment shall be
determined after giving effect to the allocation of the Canadian Commitments and
the US$-Canadian Commitments pursuant to subsection 2.6 of Annex A hereto) for
the period from the Effective Date to and including the earlier of the date the
Revolving Commitments are terminated and the Commitment Termination Date, at a
rate per annum equal to the Applicable Commitment Fee Rate in effect from time
to time. Accrued commitment fees under this Section 2.03 shall be payable on the
Quarterly Dates and on the earlier of the date the Revolving Commitments are
terminated and the Commitment Termination Date. The Company shall pay to Chase
on the Effective Date syndication, agency and additional commitment fees in the
amounts heretofore mutually agreed in writing. The Company shall pay to the
Administrative Agent on the Effective Date and on each anniversary thereof, so
long as any of the Commitments are in effect and until payment in full of all
Loans hereunder, all interest thereon and all other amounts payable hereunder,
an annual agency fee in the amount heretofore mutually agreed in writing.


                                       2
<PAGE>


                  2.04 LENDING OFFICES. The Loans of each Type made by each
Lender shall be made and maintained at such Lender's Applicable Lending Office
for Loans of such Type.

                  2.05 SEVERAL OBLIGATIONS: REMEDIES INDEPENDENT. The failure of
any Lender to make any Loan to be made by it on the date specified therefor
shall not relieve any other Lender of its obligation to make its Loan on such
date, but neither the Administrative Agent nor any Lender shall be responsible
for the failure of any other Lender to make a Loan to be made by such other
Lender. The amounts payable by the Borrowers at any time hereunder and under the
Notes to each Lender shall be a separate and independent debt and each Lender
shall be entitled to protect and enforce its rights arising out of this
Agreement and the Notes, and it shall not be necessary for any other Lender or
the Administrative Agent to consent to, or be joined as an additional party in,
any proceedings for such purposes.

                  2.06 NOTES. The Loans made by each Lender under its US$
Commitment, US$-Canadian Commitment, Multi-Currency Commitment, Tranche A Term
Commitment or Tranche B Term Commitment shall be evidenced by a single
promissory note of the relevant Borrower (each, a "NOTE") in substantially the
form of Exhibit A-1 (in the case of Revolving Loans) or Exhibit A-2 (in the case
of Term Loans) hereto, dated the Effective Date, payable to such Lender in a
principal amount equal to such Commitment as in effect on the Effective Date and
otherwise duly completed. Each Lender is hereby authorized by the Company to
endorse on the schedule (or a continuation thereof) attached to each Note of
such Lender, to the extent applicable, the date, amount and Type of and the
Interest Period (if any) for each Loan made by such Lender to any Borrower under
the relevant Commitment, and the date and amount of each payment or prepayment
of principal of such Loan received by such Lender, provided that any failure by
such Lender to make any such endorsement shall not affect the obligations of the
relevant Borrower under such Note or hereunder in respect of such Loan.

                  2.07 USE OF PROCEEDS. The proceeds of the Loans shall be used
for the general corporate purposes of the Company and its Subsidiaries,
including, without limitation, the making of Permitted Acquisitions and capital
expenditures and the refinancing of existing Indebtedness of the Company and its
Subsidiaries. The proceeds of the Term Loans may also be used on the Effective
Date to prepay Revolving Loans. Neither the Administrative Agent nor any Lender
shall have any responsibility as to the use of any of the proceeds of any of the
Loans or Letters of Credit.

                  2.08 LETTERS OF CREDIT. Subject to the terms and conditions of
this Agreement, the US$ Commitments and the Multi-Currency Commitments may be
utilized, upon the request of any Borrower, in addition to the Loans provided
for by Section 2.01 hereof, by the issuance by the Issuing Bank of standby
letters of credit (collectively with the Existing Letters of Credit, "LETTERS OF
CREDIT") for the account of the relevant Borrower or, in the event that the
Borrower is the Company, for the account of such of its Subsidiaries as the
Company may specify, PROVIDED that in no event shall (i) the aggregate amount of
all Letter of Credit Liabilities under the US$ Commitments or the Multi-Currency
Commitments, together with the aggregate outstanding principal amount of the US$
Loans or the Multi-Currency Loans, as the case may be, exceed the aggregate
amount of the US$ Commitments or the Multi-Currency Commitments, as the case


                                       3
<PAGE>


may be, as in effect from time to time, (ii) the aggregate outstanding amount of
all Letter of Credit Liabilities exceed $45,000,000 and (iii) the expiration
date of any Letter of Credit extend beyond the earlier of the Commitment
Termination Date and the date one year following the issuance of such Letter of
Credit (provided that any Letter of Credit with a one-year tenor may provide for
the renewal thereof for additional one-year periods, which periods shall in any
event not extend beyond the Commitment Termination Date). On the Effective Date,
all Existing Letters of Credit shall automatically, without any action on the
part of any Person, be deemed to be Letters of Credit issued and outstanding
hereunder (with the Existing Letters of Credit denominated in Dollars being
deemed to be issued under the US$ Commitments and the Existing Letters of Credit
denominated in other currencies being deemed to be issued under the
Multi-Currency Commitments).

                  The following additional provisions shall apply to Letters of
Credit:

                  (a) Each Borrower shall give the Administrative Agent (or if
         the Letter of Credit is to be issued under the Multi-Currency
         Commitments, the Multi-Currency Payment Agent) at least three Business
         Days' irrevocable prior notice (effective upon receipt) specifying the
         Business Day (which shall be no later than 5 days preceding the
         Commitment Termination Date) on which each Letter of Credit is to be
         issued and the account party or parties therefor and describing in
         reasonable detail the proposed terms of such Letter of Credit
         (including the beneficiary thereof) and the nature of the transactions
         or obligations proposed to be supported thereby. Any Letter of Credit
         to be issued in a currency other than Dollars shall be issued under the
         Multi-Currency Commitments. Upon receipt of any such notice, the
         Administrative Agent or the Multi-Currency Payment Agent, as the case
         may be, shall advise the Issuing Bank of the contents thereof.

                  (b) On each day during the period commencing with the issuance
         by the Issuing Bank of any Letter of Credit and until such Letter of
         Credit shall have expired or been terminated, the US$ Commitment or
         Multi-Currency Commitment of each Lender shall be deemed to be utilized
         for all purposes of this Agreement in an amount equal to such Lender's
         US$ Commitment Percentage or Multi-Currency Commitment Percentage, as
         the case may be, of the then undrawn stated amount of such Letter of
         Credit. Each Lender (other than the Issuing Bank) agrees that, upon the
         issuance of any Letter of Credit hereunder, it shall automatically
         acquire a participation in the Issuing Bank's rights and obligations
         under such Letter of Credit in an amount equal to such Lender's US$
         Commitment Percentage or Multi-Currency Commitment Percentage, as the
         case may be, of such rights and obligations, and each Lender (other
         than the Issuing Bank) thereby shall automatically absolutely,
         unconditionally and irrevocably assume, as primary obligor and not as
         surety, and be unconditionally obligated to the Issuing Bank to pay and
         discharge when due, its US$ Commitment Percentage or Multi-Currency
         Commitment Percentage of the Issuing Bank's obligation to pay drawings
         under such Letter of Credit.

                  (c) Upon receipt from the beneficiary of any Letter of Credit
         of any demand for payment under such Letter of Credit, the Issuing Bank
         shall promptly notify the relevant Borrower (through the Administrative
         Agent or the Multi-Currency Payment Agent, as the case may be) of the
         amount to be paid by the Issuing Bank as a result of such demand


                                       4
<PAGE>


         and the date on which payment is to be made by the Issuing Bank to such
         beneficiary in respect of such demand. Notwithstanding the identity of
         the account party of any Letter of Credit, the relevant Borrower hereby
         unconditionally agrees to pay and reimburse the Administrative Agent or
         the Multi-Currency Payment Agent, as the case may be, for account of
         the Issuing Bank for the amount of each demand for payment under such
         Letter of Credit that is in substantial compliance with the provisions
         of such Letter of Credit at or prior to the date on which payment is to
         be made by the Issuing Bank to the beneficiary thereunder, without
         presentment, demand, protest or other formalities of any kind.

                  (d) Forthwith upon its receipt of a notice referred to in
         paragraph (c) of this Section 2.08, the relevant Borrower shall advise
         the Administrative Agent or the Multi-Currency Payment Agent, as the
         case may be, whether or not such Borrower intends to borrow hereunder
         to finance its obligation to reimburse the Issuing Bank for the amount
         of the related demand for payment and, if it does, submit a notice of
         such borrowing as provided in Section 5.05 hereof.

                  (e) Each Lender (other than the Issuing Bank) shall pay to the
         Administrative Agent or the Multi-Currency Payment Agent, as the case
         may be, for account of the Issuing Bank at an account in New York, New
         York specified by the Administrative Agent (or the Multi-Currency
         Payment Agent, as the case may be) in Dollars and in immediately
         available funds the amount of such Lender's US$ Commitment Percentage
         or Multi-Currency Commitment Percentage, as the case may be, of any
         payment under a Letter of Credit issued under the US$ Commitments or
         the Multi-Currency Commitments, as the case may be, upon notice by the
         Issuing Bank (through the Administrative Agent) to such Lender
         requesting such payment and specifying such amount. Each such Lender's
         obligation to make such payment to the Administrative Agent or the
         Multi-Currency Payment Agent, as the case may be, for account of the
         Issuing Bank under this paragraph (e), and the Issuing Bank's right to
         receive the same, shall be absolute and unconditional and shall not be
         affected by any circumstance whatsoever (other than gross negligence or
         wilful misconduct of the Issuing Bank), including, without limitation,
         the failure of any other Lender to make its payment under this
         paragraph (e), the financial condition of the Company or the Borrowers
         (or any other account party), any failure to satisfy any condition
         precedent to any Loan, the existence of any Default or the termination
         of the Commitments. Each such payment to the Issuing Bank shall be made
         without any offset, abatement, withholding or reduction whatsoever. If
         any Lender shall default in its obligation to make any such payment to
         the Administrative Agent or the Multi-Currency Payment Agent, as the
         case may be, for account of the Issuing Bank, for so long as such
         default shall continue the Administrative Agent or the Multi-Currency
         Payment Agent, as the case may be, may at the request of the Issuing
         Bank withhold from any payments received by the Administrative Agent or
         the Multi-Currency Payment Agent, as the case may be, under this
         Agreement or any Note for account of such Lender the amount so in
         default and, to the extent so withheld, pay the same to the Issuing
         Bank in satisfaction of such defaulted obligation.


                                       5
<PAGE>


                  (f) Upon the making of each payment by a Lender to the Issuing
         Bank pursuant to paragraph (e) above in respect of any Letter of
         Credit, such Lender shall, automatically and without any further action
         on the part of the Administrative Agent (or the Multi-Currency Payment
         Agent, as the case may be), the Issuing Bank or such Lender, acquire
         (i) a participation in an amount equal to such payment in the
         Reimbursement Obligation owing to the Issuing Bank hereunder and under
         the Letter of Credit Documents relating to such Letter of Credit and
         (ii) a participation in a percentage equal to such Lender's US$
         Commitment Percentage or Multi-Currency Percentage, as the case may be,
         in any interest or other amounts payable by the relevant Borrower
         hereunder and under such Letter of Credit Documents in respect of such
         Reimbursement Obligation (other than the commissions, charges, costs
         and expenses payable to the Issuing Bank pursuant to paragraph (g) of
         this Section 2.08). Upon receipt by the Issuing Bank from or for
         account of the relevant Borrower of any payment in respect of any
         Reimbursement Obligation or any such interest or other amount
         (including by way of setoff or application of proceeds of any
         collateral security) the Issuing Bank shall promptly pay to the
         Administrative Agent (or the Multi-Currency Payment Agent, as the case
         may be) for account of each Lender entitled thereto such Lender's US$
         Commitment Percentage or Multi-Currency Percentage, as the case may be,
         of such payment, each such payment by the Issuing Bank to be made in
         the same money and funds in which received by the Issuing Bank. In the
         event any payment received by the Issuing Bank and so paid to the
         Lenders hereunder is rescinded or must otherwise be returned by the
         Issuing Bank, each Lender shall, upon the request of the Issuing Bank
         (through the Administrative Agent or the Multi-Currency Payment Agent,
         as the case may be), repay to the Issuing Bank (through the
         Administrative Agent or the Multi-Currency Payment Agent, as the case
         may be) the amount of such payment paid to such Lender, with interest
         at the rate specified in paragraph (j) of this Section 2.08.

                  (g) The Company shall pay to the Administrative Agent or the
         Multi-Currency Payment Agent, as the case may be, for account of the
         Lenders (ratably in accordance with their respective US$ Commitment
         Percentages or Multi-Currency Percentages, as the case may be) a letter
         of credit fee in Dollars in respect of each Letter of Credit in an
         amount equal to the Applicable L/C Percentage of the daily average
         undrawn stated amount of such Letter of Credit for the period from and
         including the date of issuance of such Letter of Credit (i) in the case
         of a Letter of Credit that expires in accordance with its terms, to and
         including such expiration date and (ii) in the case of a Letter of
         Credit that is drawn in full or is otherwise terminated other than on
         the stated expiration date of such Letter of Credit, to but excluding
         the date such Letter of Credit is drawn in full or is terminated (such
         fee to be non-refundable, to be paid in arrears on each Quarterly Date
         and on the Commitment Termination Date and on the date of expiry or
         termination or full utilization of such Letter of Credit and to be
         calculated for any day after giving effect to any payments made under
         such Letter of Credit on such day). In addition, the Company shall pay
         to the Administrative Agent or the Multi-Currency Payment Agent, as the
         case may be, for account of the Issuing Bank a fronting fee in Dollars
         in respect of each Letter of Credit in an amount equal to 0.25% per
         annum of the daily average undrawn stated amount of such Letter of
         Credit for the period from and including the date of issuance of such
         Letter of Credit (i) in the case of a Letter of Credit that expires in
         accordance with


                                       6
<PAGE>


         its terms, to and including such expiration date and (ii) in the case
         of a Letter of Credit that is drawn in full or is otherwise terminated
         other than on the stated expiration date of such Letter of Credit, to
         but excluding the date such Letter of Credit is drawn in full or is
         terminated (such fee to be non-refundable, to be paid in arrears on
         each Quarterly Date and on the Commitment Termination Date and to be
         calculated for any day after giving effect to any payments made under
         such Letter of Credit on such day) plus all commissions, charges,
         costs and expenses in the amounts customarily charged by the Issuing
         Bank from time to time in like circumstances with respect to the
         issuance of each Letter of Credit and drawings and other transactions
         relating thereto.

                  (h) Promptly following the end of each calendar month, the
         Issuing Bank shall deliver (through the Administrative Agent or the
         Multi-Currency Payment Agent, as the case may be) to each Lender and
         each Borrower a notice describing the aggregate amount of all Letters
         of Credit outstanding at the end of such month. Upon the request of any
         Lender from time to time, the Issuing Bank shall deliver any other
         information reasonably requested by such Lender with respect to each
         Letter of Credit then outstanding.

                  (i) The issuance by the Issuing Bank of each Letter of Credit
         shall, in addition to the conditions precedent set forth in Section 7
         hereof, be subject to the conditions precedent that (i) such Letter of
         Credit shall be in such form, contain such terms and support such
         transactions as shall be satisfactory to the Issuing Bank consistent
         with its then current practices and procedures with respect to letters
         of credit of the same type, (ii) such Letter of Credit shall be
         denominated in Dollars or a Multi-Currency and (iii) the relevant
         Borrower shall have executed and delivered such applications,
         agreements and other instruments relating to such Letter of Credit as
         the Issuing Bank shall have reasonably requested consistent with its
         then current practices and procedures with respect to letters of credit
         of the same type, provided that in the event of any conflict between
         any such application, agreement or other instrument and the provisions
         of this Agreement or any Security Document, the provisions of this
         Agreement and the Security Documents shall control.

                  (j) To the extent that any Lender shall fail to pay any amount
         required to be paid pursuant to paragraph (e) or (f) of this Section
         2.08 on the due date therefor, such Lender shall pay interest to the
         Issuing Bank (through the Administrative Agent or the Multi-Currency
         Payment Agent, as the case may be) on such amount from and including
         such due date to but excluding the date such payment is made at a rate
         per annum equal to the Federal Funds Effective Rate or, in the case of
         any amount payable in a currency other than Dollars, the rate
         determined by the Administrative Agent or the Multi-Currency Payment
         Agent (in the case of Letters of Credit issued under the Multi-Currency
         Commitments) in its discretion as the appropriate rate for interbank
         settlements, PROVIDED that if such Lender shall fail to make such
         payment to the Issuing Bank within three Business Days of such due
         date, then, retroactively to the due date, such Lender shall be


                                       7
<PAGE>


         obligated to pay interest on such amount at the rate then payable by
         the relevant Borrower on such amount.

                  (k) The issuance by the Issuing Bank of any modification or
         supplement to any Letter of Credit hereunder shall be subject to the
         same conditions as are applicable under this Section 2.08 to the
         issuance of new Letters of Credit, and no such modification or
         supplement shall be issued hereunder unless either (i) the respective
         Letter of Credit affected thereby would have complied with such
         conditions had it originally been issued hereunder in such modified or
         supplemented form or (ii) each Lender shall have consented thereto.


The Company hereby indemnifies and holds harmless each Lender (including the
Issuing Bank, the Administrative Agent and the Multi-Currency Payment Agent from
and against any and all claims and damages, losses, liabilities, costs or
expenses that such Lender, the Administrative Agent or the Multi-Currency
Payment Agent may incur (or that may be claimed against such Lender, the
Administrative Agent or the Multi-Currency Payment Agent by any Person
whatsoever) by reason of or in connection with the execution and delivery or
transfer of or payment or refusal to pay by the Issuing Bank under any Letter of
Credit; PROVIDED that the Company shall not be required to indemnify any Lender,
the Administrative Agent or the Multi-Currency Payment Agent for any claims,
damages, losses, liabilities, costs or expenses to the extent, but only to the
extent, caused by (x) the willful misconduct or gross negligence of the Issuing
Bank in determining whether a request presented under any Letter of Credit
complied with the terms of such Letter of Credit or (y) in the case of the
Issuing Bank, its failure to pay under any Letter of Credit after the
presentation to it of a request strictly complying with the terms and conditions
of such Letter of Credit. Nothing in this Section 2.08 is intended to limit the
other obligations of any Borrower, any Lender, the Administrative Agent or the
Multi-Currency Payment Agent under this Agreement.

                  2.09 CURRENCY FLUCTUATIONS, ETC. (a) Not later than 1:00 p.m.,
New York City time, on each Calculation Date, the Multi-Currency Payment Agent
shall (i) determine the Exchange Rate as of such Calculation Date with respect
to (x) each Multi-Currency for which there are at such time outstanding
Multi-Currency Loans or Letters of Credit issued under the Multi-Currency
Commitments and (y) the Canadian Dollar if there are at such time outstanding
non-Dollar-denominated US$-Canadian Loans, and (ii) give notice thereof to the
Multi-Currency Lenders which have committed to make Multi-Currency Loans in each
such Multi-Currency, to the US$-Canadian Lenders which have committed to make
US$-Canadian Loans in Canadian Dollars and to the Company. The Exchange Rates so
determined shall become effective on the first Business Day immediately
following the relevant Calculation Date (a "RESET DATE") and shall remain
effective until the next succeeding Reset Date.

                  (b) Not later than 5:00 p.m., New York City time, on each
Reset Date, the Multi-Currency Payment Agent shall (i) determine (x) the Dollar
Equivalent of the Multi-Currency Loans or Letter of Credit Liabilities under the
Multi-Currency Commitments in each Multi-Currency then outstanding (after giving
effect to any Multi-Currency Loans to be made or repaid


                                       8
<PAGE>


on such date) and (y) the Dollar Equivalent of the non-Dollar-denominated
US$-Canadian Loans or Letter of Credit Liabilities under the US$-Canadian
Commitments and denominated in Canadian Dollars then outstanding (after giving
effect to any non-Dollar-denominated US$-Canadian Loans to be made or repaid on
such date)and (ii) notify the Multi-Currency Lenders or the US$-Canadian
Lenders, as the case may be, and the Company of the results of such
determination.

                  (c) If on any Reset Date, the Dollar Equivalent of the
aggregate principal amount of Multi-Currency Loans and Letters of Credit issued
under the Multi-Currency Commitments outstanding exceeds 105% of the aggregate
principal amount of the Multi-Currency Commitments, then the Company shall,
within three Business Days after notice thereof from the Multi-Currency Payment
Agent, prepay (in any Multi-Currency as selected by the Company) Multi-Currency
Loans in an aggregate amount such that, after giving effect thereto, the Dollar
Equivalent of all such Multi-Currency Loans, together with Letters of Credit
issued under the Multi-Currency Commitments, shall be equal to or less than such
aggregate amount of Multi-Currency Commitments (and in the event that after such
prepayment, the Dollar Equivalent of the outstanding stated amount of the
Letters of Credit issued under the Multi-Currency Commitments is more than such
aggregate amount of the Multi-Currency Commitments, the Company shall provide
cash cover for the difference by paying to the Multi-Currency Payment Agent
immediately available funds in an amount equal to such difference, which funds
shall be retained by the Multi-Currency Payment Agent in the Collateral Account
as such collateral security for such Letter of Credit Liabilities). If any such
prepayment occurs on a day which is not the last day of the then current
Interest Period with respect thereto, the Company shall pay to the
Multi-Currency Lenders such amounts, if any, as may be required pursuant to
Section 6.05.

                  (d) If on any Reset Date, the Dollars Equivalent of the
aggregate principal amount outstanding ("Outstanding Amount") of
Dollar-denominated and non-Dollar-denominated US$-Canadian Loans exceeds 105% of
the aggregate principal amount of the US$-Canadian Commitments, then the Company
shall, within three Business Days after notice thereof from the Multi-Currency
Payment Agent, prepay (in Dollars or Canadian Dollars as selected by the
Company) US$-Canadian Loans in an aggregate amount such that, after giving
effect thereto, the Dollar Equivalent of all such US$-Canadian Loans shall be
equal to or less than such aggregate amount of US$-Canadian Commitment. If any
such prepayment occurs on a day which is not the last day of the then current
Interest Period with respect thereto, the Company shall pay to the US$-Canadian
Lenders such amounts, if any, as may be required pursuant to Section 6.05.


                                       9
<PAGE>


Amendment to Section 3

                  Section 3.  BORROWINGS, CONVERSIONS AND PREPAYMENTS.

                  3.01 PROCEDURE FOR US$ LOAN BORROWING, US$-CANADIAN LOAN
BORROWING, TRANCHE A TERM LOAN BORROWING, TRANCHE B TERM LOAN BORROWING AND
MULTI-CURRENCY BORROWING. (a) Each Borrower shall give the Administrative Agent
or the Multi-Currency Payment Agent notice of each US$ Loan, US$-Canadian Loan,
Multi-Currency Loan, Tranche A Term Loan and Tranche B Term Loan to be made
hereunder as provided in Section 5.05 hereof.

                  (b) Not later than 12:00 p.m. New York time on the date
specified for each borrowing in Dollars hereunder, each US$ Lender,
US$-Canadian Lender, Multi-Currency Lender, Tranche A Term Lender or Tranche
B Term Lender shall make available the amount of the US$ Loan, US$-Canadian
Loan, Tranche A Term Loan or Tranche B Term Loan to be made by it on such
date to the Administrative Agent, at an account in New York, New York
specified by the Administrative Agent, in immediately available funds, for
account of such Borrower. The amount so received by the Administrative Agent
shall, subject to the terms and conditions of this Agreement, be made
available to the Borrower by depositing the same, in immediately available
funds, in an account of the Borrower designated by the Borrower and
maintained with Chase in New York, New York.

                  (c) Not later than 11:00 a.m. London time on the date
specified for each such borrowing hereunder, each Multi-Currency Lender or,
if a US$-Canadian Loan is being made in Canadian Dollars, each US$-Canadian
Lender shall make available the amount of the Multi-Currency Loan or
US$-Canadian Loan, as the case may be, to be made by it on such date to the
Multi-Currency Payment Agent, at an account in London specified by the
Multi-Currency Payment Agent, in immediately available funds, for account of
such Borrower. The amount so received by the Multi-Currency Payment Agent
shall, subject to the terms and conditions of this Agreement, be made
available to the Borrower by depositing the same, in immediately available
funds, in an account of the Borrower designated by the Borrower.

                  3.02  PREPAYMENTS AND CONVERSIONS.

                  (a) OPTIONAL PREPAYMENTS AND CONVERSIONS. Each Borrower shall
have the right to prepay Loans and to convert Loans in Dollars of one Type into
Loans of the other Type, at any time or from time to time, provided, that the
relevant Borrower shall give the Administrative Agent or the Multi-Currency
Payment Agent, notice of each such prepayment as provided in Section 5.05
hereof. Any prepayment of Term Loans hereunder may not be reborrowed.

                  (b) MANDATORY PREPAYMENTS. (i) If on any date, the Company or
any Subsidiary of the Company shall receive Net Cash Proceeds from any issuance
subsequent to the Effective Date of Indebtedness other than Indebtedness
incurred pursuant to Section 9.08 hereof (except Section 9.08(vii)) (it being
understood that this Section 3.02(b) shall not constitute a waiver of any
provision of Section 9.08), then the Borrowers shall prepay the Loans (and/or
provide cover


                                       10
<PAGE>


for Letter of Credit Liabilities as specified in paragraph (d) below) in an
amount equal to such Net Cash Proceeds (less any prepayments of the C$ Loans
under Section 3.4(b) of Annex A hereto), but, the Revolving Commitments shall
not be subject to automatic reduction.

                  (ii) Amounts to be applied in connection with prepayments made
pursuant to this Section 3.02(b) shall be applied, FIRST, to the prepayment of
the Term Loans (which may not be reborrowed) and, SECOND, to the prepayment of
the Revolving Loans. Each prepayment of the Loans under this Section 3.02(b)
shall be accompanied by accrued interest to the date of such prepayment on the
amount prepaid.

                  (c) COMMITMENT REDUCTIONS; TERM LOAN PREPAYMENTS. (i) If on
any date, the Company or any Subsidiary of the Company shall receive Net Cash
Proceeds from any disposition of assets or any Recovery Event, then, unless such
disposition of assets or Recovery Event shall be a Reinvestment Event, the
Revolving Commitments shall be reduced or the Term Loans prepaid, as the case
may be, by an amount equal to such Net Cash Proceeds to the extent such Net Cash
Proceeds, together with all other such Net Cash Proceeds from dispositions of
assets or Recovery Events that are not Reinvestment Events, exceeds $15,000,000
in the then-current fiscal year of the Company; PROVIDED, that notwithstanding
the foregoing, (i) the aggregate Net Cash Proceeds from dispositions of assets
and Recovery Events that may be excluded from the foregoing requirement for a
Reinvestment Event shall not exceed 10% of the Consolidated Net Tangible Assets
of the Company as at the end of the immediately preceding fiscal year and (ii)
on each Reinvestment Prepayment Date, an amount equal to the Reinvestment
Prepayment Amount with respect to the relevant Reinvestment Event shall be
applied toward the reduction of the Revolving Commitments or the prepayment of
the Term Loans, as the case may be.

                  (ii) Amounts to be applied in connection with prepayments and
Revolving Commitment reductions made pursuant to this Section 3.02(c) shall be
applied, FIRST, to the prepayment of the Term Loans (which may not be
reborrowed) and, SECOND, to reduce permanently the Revolving Commitments. Each
prepayment of the Loans under this Section 3.02(c) shall be accompanied by
accrued interest to the date of such prepayment on the amount prepaid. To the
extent that, after giving effect to any such reduction of the Revolving
Commitments, the aggregate principal amount of the US$ Loans or the
Multi-Currency Loans and the aggregate amount of Letter of Credit Liabilities
under the US$ Commitments or the Multi-Currency Commitments, as the case may be,
would exceed such Commitments, the Borrowers shall, first, prepay Loans
thereunder and, second, provide cover for Letter of Credit Liabilities
thereunder as specified in paragraph (d) below, in an aggregate amount equal to
such excess. The Company shall notify the Administrative Agent promptly upon the
occurrence of any event giving rise to a prepayment or Commitment reduction
under this Section 3.02(c).

                  (d) COVER FOR LETTER OF CREDIT LIABILITIES. In the event that
the US$ Loans or the Multi-Currency Loans have been repaid in full, amounts
payable under Section 3.02(b) or 3.02(c) shall be applied to provide cash cover
for outstanding Letters of Credit under the US$ Commitments or the
Multi-Currency Commitments, as the case may be, in which event the Company shall
effect the same by paying to the Administrative Agent or the Multi-Currency
Payment Agent, as the case may be, immediately available funds in an amount
equal to the


                                       11
<PAGE>


required amount, which funds shall be retained by the Administrative Agent or
the Multi-Currency Payment Agent in the Collateral Account as collateral
security for such Letter of Credit Liabilities until such time as the Letters of
Credit under such Commitments shall have been terminated and all of the Letter
of Credit Liabilities paid in full.






                                       12
<PAGE>


Amendment to Section 4

                  Section 4.  PAYMENTS OF PRINCIPAL AND INTEREST.

                  4.01 REPAYMENT OF LOANS. (a) The Borrowers hereby promise to
pay to the Administrative Agent or the Multi-Currency Payment Agent, as the case
may be, for the account of each Revolving Lender the entire outstanding
principal amount of such Lender's Revolving Loans, and each Revolving Loan shall
mature, on the Commitment Termination Date.

                  (b) (i) The aggregate principal amount of the Tranche A Term
Loans shall mature and be payable in 6 consecutive quarterly installments, on
the dates and in the amounts set forth below:

                  INSTALLMENT                        PRINCIPAL AMOUNT

                  October 31, 2003                   $12,500,000
                  January 31, 2004                   $25,000,000
                  April 30, 2004                     $25,000,000
                  July 31, 2004                      $25,000,000
                  October 31, 2004                   $25,000,000
                  January 31, 2005                   $37,500,000

                  (ii) The aggregate principal amount of the Tranche B Term
Loans shall mature and be payable in 22 consecutive quarterly installments, on
the dates and in the amounts set forth below:

                  INSTALLMENT                        PRINCIPAL AMOUNT
                  -----------                        ----------------
                  November 30, 2000                       $250,000
                  February 28, 2001                       $250,000
                  May 31, 2001                            $250,000
                  August 31, 2001                         $250,000
                  November 30, 2001                       $250,000
                  February 28, 2002                       $250,000
                  May 31, 2002                            $250,000
                  August 31, 2002                         $250,000
                  November 30, 2002                       $250,000
                  February 28, 2003                       $250,000
                  May 31, 2003                            $250,000
                  August 31, 2003                         $250,000
                  November 30, 2003                       $250,000
                  February 29, 2004                       $250,000
                  May 31, 2004                            $250,000
                  August 31, 2004                         $250,000
                  November 30, 2004                       $250,000
                  February 28, 2005                       $250,000
                  May 31, 2005                         $48,000,000



                                       13
<PAGE>


                  August 31, 2005                      $48,000,000
                  November 31, 2005                    $48,000,000
                  February 28, 2006                    $51,500,000


                  4.02 INTEREST. Each Borrower will pay to the Administrative
Agent or, in the case of Multi-Currency Loans or non-Dollar-denominated
US$-Canadian Loans, to the Multi-Currency Payment Agent, for the account of each
Lender interest on the unpaid principal amount of each Loan made by such Lender
to such Borrower for the period commencing on the date of such Loan to but
excluding the date such Loan shall be paid in full, at the following rates per
annum:

                    (a) if such Loan is an ABR Loan, the Alternate Base Rate
               PLUS the Applicable Margin; and

                    (b) if such Loan is a Eurocurrency Loan, the Eurocurrency
               Rate PLUS the Applicable Margin.

                  Notwithstanding the foregoing, each Borrower hereby promises
to pay to the Administrative Agent or, in the case of Multi-Currency Loans or
non-Dollar-denominated US$-Canadian Loans, to the Multi-Currency Payment Agent,
for account of each Lender interest at the applicable Post-Default Rate (x) on
any principal of any Loan made by such Lender to such Borrower, on any
Reimbursement Obligation held by such Lender and on any other amount payable by
such Borrower hereunder or under the Note held by such Lender to or for account
of such Lender (but, if such amount is interest, only to the extent legally
enforceable), that shall not be paid in full when due (whether at stated
maturity, by acceleration, by mandatory prepayment or otherwise), for the period
from and including the due date thereof to but excluding the date the same is
paid in full and (y) during any period when an Event of Default shall have
occurred under Section 10.01(a) hereof and for so long as such Event of Default
shall be continuing, on any principal of any Loan made by such Lender to such
Borrower.

                  Accrued interest on each Loan shall be payable (i) if such
Loan is an ABR Loan, on each Quarterly Date, (ii) if such Loan is a Eurocurrency
Loan, on the last day of each Interest Period for such Loan (and, if such
Interest Period exceeds three months' duration, quarterly, commencing on the
first quarterly anniversary of the first day of such Interest Period), and (iii)
in any event, upon the payment, prepayment or conversion thereof, but only on
the principal so paid or prepaid or converted; PROVIDED that interest payable at
the Post- Default Rate shall be payable from time to time on demand of the
Administrative Agent (or the Multi-Currency Payment Agent, in the case of
Multi-Currency Loans or non-Dollar-denominated US$-Canadian Loans) or the
Majority Lenders. Promptly after the determination of any interest rate provided
for herein or any change therein, the Administrative Agent shall notify the
Lenders and each Borrower thereof.

                  Notwithstanding the foregoing provisions of this Section 4.02,
if at any time the rate of interest set forth above on any Loan of any Lender
(the "Stated Rate" for such Loan)


                                       14
<PAGE>


exceeds the maximum non- usurious interest rate permissible for such Lender to
charge commercial borrowers under applicable law (the "Maximum Rate" for such
Lender), the rate of interest charged on such Loan of such Lender hereunder
shall be limited to the Maximum Rate for such Lender.

                  In the event the Stated Rate for any Loan of a Lender that has
theretofore been subject to the preceding paragraph at any time is less than the
Maximum Rate for such Lender, the principal amount of such Loan shall bear
interest at the Maximum Rate for such Lender until the total amount of interest
paid to such Lender or accrued on its Loans hereunder equals the amount of
interest which would have been paid to such Lender or accrued on such Lender's
Loans hereunder if the Stated Rate had at all times been in effect.

                   In the event, upon payment in full of all amounts payable
hereunder, the total amount of interest paid to any Lender or accrued on such
Lender's Loans under the terms of this Agreement is less than the total amount
of interest which would have been paid to such Lender or accrued on such
Lender's Loans if the Stated Rate had, at all times, been in effect, then the
relevant Borrower shall, to the extent permitted by applicable law, pay to the
Administrative Agent or, in the case of Multi-Currency Loans or
non-Dollar-denominated US$-Canadian Loans, to the Multi-Currency Payment Agent,
for the account of such Lender an amount equal to the difference between (a) the
lesser of (i) the amount of interest which would have accrued on such Lender's
Loans if the Maximum Rate for such Lender had at all times been in effect or
(ii) the amount of interest which would have accrued on such Lender's Loans if
the Stated Rate had at all times been in effect and (b) the amount of interest
actually paid to such Lender or accrued on its Loans under this Agreement. In
the event any Lender ever receives, collects or applies as interest any sum in
excess of the Maximum Rate for such Lender, such excess amount shall be applied
to the reduction of the principal balance of its Loans or to other amounts
(other than interest) payable hereunder, and if no such principal is then
outstanding, such excess or part thereof remaining shall be paid to such
Borrower.






                                       15
<PAGE>


Amendment to Section 5

                  Section 5.  PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.

                  5.01 PAYMENTS. (a) Except to the extent otherwise provided
herein, all payments of principal, interest, Reimbursement Obligations and other
amounts to be made by any Borrower under the US$ Commitments, the US$-Canadian
Commitments, the Multi-Currency Commitments, the Tranche A Term Commitments or
the Tranche B Term Commitments and under the corresponding Notes shall (except
in the case of payments of principal and interest on Multi-Currency Loans or
Letter of Credit Liabilities incurred under the Multi-Currency Commitments or
non-Dollar-denominated US$-Canadian Loans) be made in Dollars, in immediately
available funds, to the Administrative Agent at an account in New York, New York
specified by the Administrative Agent, not later than 11:00 a.m. New York time
on the date on which such payment shall become due (each such payment made after
such time on such due date to be deemed to have been made on the next succeeding
Business Day). The Administrative Agent, or any Lender for whose account any
such payment is made, may (but shall not be obligated to) debit the amount of
any such payment which is not made by such time to any ordinary deposit account
of such Borrower with the Administrative Agent or such Lender, as the case may
be. The relevant Borrower shall, at the time of making each such payment,
specify to the Administrative Agent the Loans or other amounts payable by such
Borrower hereunder to which such payment is to be applied (and in the event that
it fails to so specify, or if an Event of Default has occurred and is
continuing, the Administrative Agent may apply such payment for the benefit of
the Lenders as it may elect in its sole discretion, but subject to the other
terms and conditions of this Agreement, including without limitation, Section
5.02 hereof). Each payment received by the Administrative Agent under the US$
Commitments, the US$-Canadian Commitments, the Multi-Currency Commitments, the
Tranche A Term Commitments or the Tranche B Term Commitments or under any
corresponding Note (except in the case of payment of principal and interest on
Multi-Currency Loans or Letter of Credit Liabilities incurred under the
Multi-Currency Commitments or non-Dollar-denominated US$-Canadian Loans) for the
account of a Lender shall be paid promptly to such Lender, in immediately
available funds, for the account of such Lender's Applicable Lending Office. If
the due date of any such payment would otherwise fall on a day which is not a
Business Day such date shall be extended to the next succeeding Business Day and
interest shall be payable for any principal so extended for the period of such
extension.

                  (b) Except to the extent otherwise provided herein, all
payments of principal and interest on (i) Multi-Currency Loans and Letter of
Credit Liabilities incurred under the Multi-Currency Commitments, (ii)
non-Dollar-denominated US$-Canadian Loans and (iii) under corresponding Notes
to be made by any Borrower shall be made in the currency of the applicable
Loan or Letter of Credit Liability for which payment is being made, in
immediately available funds, to the Multi-Currency Payment Agent at an
account in London specified by the Multi-Currency Payment Agent, not later
than 11:00 a.m. London time on the date on which such payment shall become
due (each such payment made after such time on such due date to be deemed to
have been made on the next succeeding Business Day). The Multi-Currency
Payment Agent, or any Lender for whose account any such payment is made, may
(but shall not be obligated to) debit the amount of any such payment which is
not made by such time to any

                                       16
<PAGE>


ordinary deposit account of such Borrower with the Multi-Currency Payment Agent
or such Lender, as the case may be. The relevant Borrower shall, at the time of
making each such payment, specify to the Multi-Currency Payment Agent the Loans
or other amounts payable by such Borrower hereunder to which such payment is to
be applied (and in the event that it fails to so specify, or if an Event of
Default has occurred and is continuing, the Multi-Currency Payment Agent may
apply such payment for the benefit of the Lenders as it may elect in its sole
discretion, but subject to the other terms and conditions of this Agreement,
including without limitation, Section 5.02 hereof). Each such payment received
by the Multi-Currency Payment Agent for the account of a Lender shall be paid
promptly to such Lender, in immediately available funds, for the account of such
Lender's Applicable Lending Office. If the due date of any such payment would
otherwise fall on a day which is not a Business Day such date shall be extended
to the next succeeding Business Day and interest shall be payable for any
principal so extended for the period of such extension.

                  (c) All payments made by each Borrower hereunder and under the
Notes shall be made without set-off or counterclaim.

                  5.02 PRO RATA TREATMENT. (a) With respect to the US$ Lenders,
except to the extent otherwise provided herein: (i) each borrowing from the US$
Lenders under Section 2.01 hereof shall be made from the US$ Lenders, each
payment of commitment fees under Section 2.03 hereof shall be made for the
account of the US$ Lenders, and each termination or reduction of the US$
Commitments under Section 2.02 hereof shall be applied to the US$ Commitments of
the US$ Lenders, PRO RATA according to the US$ Lenders' respective percentages
of the US$ Commitments, (ii) each payment by a Borrower of principal of or
interest on US$ Loans of a particular Type (other than payments in respect of
Loans of individual Lenders provided for by Section 6 hereof) shall be made to
the Administrative Agent for the account of the US$ Lenders PRO RATA in
accordance with the respective unpaid principal amounts of such US$ Loans held
by the US$ Lenders and (iii) each conversion of US$ Loans of a particular Type
(other than conversions of Loans of individual Lenders pursuant to Section 6.04
hereof) shall be made PRO RATA among the US$ Lenders in accordance with the
respective principal amounts of such US$ Loans held by the US$ Lenders.

                  (b) With respect to the US$-Canadian Lenders, except to the
extent otherwise provided herein: (i) each borrowing from the US$-Canadian
Lenders under Section 2.01 hereof shall be made from the US$-Canadian Lenders
and each termination or reduction of the US$-Canadian Commitments under Section
2.02 hereof shall be applied to the US$-Canadian Commitments of the US$-Canadian
Lenders, PRO RATA according to the US$-Canadian Lenders' respective percentages
of the US$-Canadian Commitments, (ii) each payment by a Borrower of principal of
or interest on US$-Canadian Loans of a particular Type (other than payments in
respect of Loans of individual Lenders provided for by Section 6 hereof) shall
be made to the Administrative Agent for the account of the US$-Canadian Lenders
PRO RATA in accordance with the respective unpaid principal amounts of such
US$-Canadian Loans held by the US$-Canadian Lenders and (iii) each conversion of
US$-Canadian Loans of a particular Type (other than conversions of Loans of
individual Lenders pursuant to Section 6.04 hereof) shall be made PRO RATA among
the US$-Canadian Lenders in accordance with the respective principal amounts of
such US$-Canadian Loans held by the US$-Canadian Lenders.


                                       17
<PAGE>


                  (c) With respect to the Multi-Currency Lenders, except to the
extent otherwise provided herein: (i) each borrowing from the Multi-Currency
Lenders under Section 2.01 hereof shall be made from the Multi-Currency Lenders,
each payment of commitment fees under Section 2.03 hereof shall be made for the
account of the Multi-Currency Lenders, and each termination or reduction of the
Multi-Currency Commitments under Section 2.02 hereof shall be applied to the
Multi-Currency Commitments of the Multi-Currency Lenders, PRO RATA according to
the Multi-Currency Lenders' respective percentages of the Multi-Currency
Commitments and (ii) each payment by a Borrower of principal of or interest on
Multi-Currency Loans (other than payments in respect of Loans of individual
Lenders provided for by Section 6 hereof) shall be made to the Multi-Currency
Payment Agent, in each case for the account of the Multi-Currency Lenders and
PRO RATA in accordance with the respective unpaid principal amounts of such
Multi-Currency Loans (whether denominated in Dollars or other currency) held by
the Multi-Currency Lenders.

                  (d) Any reduction of the Commitments under Section 2.02(b) or
3.02(c) and any mandatory prepayment under Section 3.02(b) shall be applied
ratably to the US$ Commitments, US$-Canadian Commitments and the Multi-Currency
Commitments.

                  (e) With respect to the Tranche A Term Lenders, except to the
extent otherwise provided herein: (i) the borrowing from the Tranche A Term
Lenders under Section 2.01 hereof shall be made from the Tranche A Term Lenders,
PRO RATA according to the Tranche A Term Lenders' respective percentages of the
Tranche A Term Commitments, (ii) each payment (or prepayment) by the Company of
principal or interest on Tranche A Term Loans of a particular Type (other than
payments in respect of Loans of individual Lenders provided for by Section 6
hereof) shall be made to the Administrative Agent for the account of the Tranche
A Term Lenders, PRO RATA in accordance with the respective unpaid principal
amounts of such Tranche A Term Loans held by the Tranche A Term Lenders and
(iii) each conversion of Tranche A Term Loans of a particular Type (other than
conversions of Loans of individual Lenders pursuant to Section 6.04 hereof)
shall be made PRO RATA among the Tranche A Term Lenders, in each case, in
accordance with the respective principal amounts of such Tranche A Term Loans
held by the Tranche A Term Lenders.

                  (f) With respect to the Tranche B Term Lenders, except to the
extent otherwise provided herein: (i) the borrowing from the Tranche B Term
Lenders under Section 2.01 hereof shall be made from the Tranche B Term Lenders,
PRO RATA according to the Tranche B Term Lenders' respective percentages of the
Tranche B Term Commitments, (ii) each payment (or prepayment) by the Company of
principal or interest on Tranche B Term Loans of a particular Type (other than
payments in respect of Loans of individual Lenders provided for by Section 6
hereof) shall be made to the Administrative Agent for the account of the Tranche
B Term Lenders, PRO RATA in accordance with the respective unpaid principal
amounts of such Tranche B Term Loans held by the Tranche B Term Lenders and
(iii) each conversion of Tranche B Term Loans of a particular Type (other than
conversions of Loans of individual Lenders pursuant to Section 6.04 hereof)
shall be made PRO RATA among the Tranche B Term Lenders, in each case, in


                                       18
<PAGE>


accordance with the respective principal amounts of such Tranche B Term Loans
held by the Tranche B Term Lenders.

                  (g) Each prepayment by the Company of the Term Loans as
provided by Section 3.02 hereof shall be applied PRO RATA to the Tranche A Term
Loans and the Tranche B Term Loans and to the installments of the Tranche A Term
Loans and the Tranche B Term Loans, PRO RATA according to the then outstanding
amounts thereof. Notwithstanding anything to the contrary in this Section 5.02
or in Section 3.02 hereof , with respect to the amount of any prepayment
described in Section 3.02 hereof that is allocated to Tranche B Term Loans, at
any time when Tranche A Term Loans remain outstanding, the Company will, in lieu
of applying such amount to the prepayment of Tranche B Term Loans, as provided
in Section 3.02 hereof, on or prior to the date specified in Section 5.05 for
such prepayment, give the Administrative Agent telephonic notice (promptly
confirmed in writing) requesting that the Administrative Agent notify, as
promptly as practicable, each Tranche B Term Lender of the offer by the Borrower
to prepay the relevant Term Loans of such Lender by an amount equal to the
portion of the prepayment applicable to such Lender's Tranche B Term Loans.
Within four Business Days after such notification by the Administrative Agent,
each such Tranche B Term Lender shall give the Administrative Agent and the
Company notice in writing indicating its full or partial acceptance or rejection
of such offer by the Company and in the case of a partial acceptance, the amount
of such portion of the prepayment for which such Tranche B Term Lender accepts
prepayment. Upon receipt of such notice from each such Tranche B Term Lender (it
being agreed that any Tranche B Term Lender not responding to such notification
from the Administrative Agent within such four Business Days shall be deemed to
have accepted in full such offer), the Company shall pay, as promptly as
practicable on or after the date so specified for such prepayment, (i) to the
relevant Tranche B Term Lenders the aggregate amount necessary to prepay that
portion of the outstanding relevant Term Loans in respect of which such Lenders
have accepted prepayment as described above, and (ii) to the Tranche A Term
Lenders an amount equal to the portion of the prepayment allocated to Tranche B
Term Loans that is not accepted by the relevant Lenders, and such amount shall
be applied to the prepayment of the Tranche A Term Loans.

                  5.03 COMPUTATIONS. Interest and fees shall be computed on the
basis of a year of 360 days (or 365 or 366 days, as the case may be, in the case
of (a) ABR Loans the interest rate payable on which is then based on the Prime
Rate and (b) Multi-Currency Loans denominated in Pounds Sterling) and actual
days elapsed (including the first day but excluding the last day) occurring in
the period for which payable.

                  5.04  MINIMUM AND MAXIMUM AMOUNTS; TYPES.

                  (a) US$ LOANS; Dollar-denominated US$-CANADIAN LOANS;
DOLLAR-DENOMINATED MULTI-CURRENCY LOANS; TRANCHE A TERM LOANS; AND TRANCHE B
TERM LOANS. Except for prepayments made pursuant to Section 3.02(b) hereof, each
borrowing, conversion and prepayment of principal of US$ Loans,
Dollar-denominated US$-Canadian Loans, Dollar-denominated Multi-Currency Loans,
Tranche A Term Loans and Tranche B Term Loans shall be in an aggregate principal
amount equal to (a) in the case of Eurocurrency Loans, $1,000,000 or a larger
multiple of $100,000, and (b) in the case of ABR Loans, $500,000 or a larger
multiple of $100,000 (borrowings, conversions or prepayments of Loans of
different Types or, in the case of


                                       19
<PAGE>


Eurocurrency Loans, having different Interest Periods, at the same time
hereunder to be deemed separate borrowings, conversions and prepayments for
purposes of the foregoing, one for Type or Interest Period); provided that (i)
any Loan may be in the aggregate amount of the unused portion of the relevant
Commitments, (ii) Loans may be prepaid in full and (ii) any borrowing or
prepayment of Loans that are ABR Loans may be in an aggregate principal amount
equal to $100,000 or a larger multiple of $100,000.

                  (b)  NON-DOLLAR-DENOMINATED MULTI-CURRENCY LOANS and
Non-Dollar-Denominated US$-Canadian Loans. Each Multi-Currency Loan other
than a Dollar-denominated Multi-Currency Loan shall be a Eurocurrency Loan,
and each US$-Canadian Loan other than a Dollar-denominated US$-Canadian Loan
shall be a Eurocurrency Loan. Except for prepayments made pursuant to Section
3.02(b) hereof, each borrowing, conversion and prepayment of principal of
non-Dollar-denominated Multi-Currency Loans and non-Dollar-denominated
US$-Canadian Loans shall be in an aggregate principal amount which is an
integral multiple of 100,000 units of the relevant Multi-Currency or 100,000
Canadian Dollars, as the case may be, and equal to or greater than an amount
the Dollar Equivalent of which is $1,000,000.

                  5.05  CERTAIN NOTICES.

                  (a) US$ LOANS AND Dollar-denominated US$ -CANADIAN LOANS.
Notices to the Administrative Agent of terminations or reductions of US$
Commitments, US$-Canadian Commitments, of borrowings, conversions and
prepayments of US$ Loans and Dollar-denominated US$-Canadian Loans and of the
duration of Interest Periods shall be irrevocable and shall be effective only
if received by the Administrative Agent not later than 1:00 p.m. New York
time on the number of Business Days prior to the date of the relevant
termination, reduction, borrowing, conversion and/or prepayment specified
below:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------

                          NOTICE                                     NUMBER OF
                                                                     BUSINESS
                                                                    DAYS PRIOR
--------------------------------------------------------------------------------
<S>                                                                       <C>
Termination or reduction of                                               3
Commitments
--------------------------------------------------------------------------------

Borrowing or prepayment of                                                1
ABR Loans
--------------------------------------------------------------------------------

Borrowing or prepayment of,                                               3
conversion of or into, or
duration of Interest Period
for Dollar-denominated Eurocurrency Loans
--------------------------------------------------------------------------------

Prepayments required pursuant                                             1
to Section 3.02(b) or 3.02(c) for Dollars
--------------------------------------------------------------------------------
</TABLE>


                                       20
<PAGE>


Each such notice of termination or reduction shall specify the amount thereof to
be terminated or reduced. Each such notice of borrowing, conversion or
prepayment shall specify the amount and Type of the Loans to be borrowed,
converted or prepaid (subject to Sections 3.02(a) and 5.04 hereof), the date of
borrowing, conversion or prepayment (which shall be a Business Day) and, in the
case of Eurocurrency Loans, the duration of the Interest Period therefor
(subject to the definition of Interest Period). Each such notice of duration of
an Interest Period shall specify the Loans to which such Interest Period is to
relate. The Administrative Agent shall promptly notify the affected Lenders of
the contents of each such notice. In the event that a Borrower fails to select
the duration of any Interest Period for any Eurocurrency Loans within the time
period and otherwise as provided in this Section 5.05, such Loans (if
outstanding as Eurocurrency Loans and denominated in Dollars) will be
automatically converted into ABR Loans on the last day of the then current
Interest Period for such Loans or (if outstanding as ABR Loans) will remain as,
or (if not then outstanding) will be made as, ABR Loans. Each Borrower shall
give a copy of each notice to be given by it pursuant to this Section 5.05(a)
with respect to dollar-denominated US$-Canadian Loans or Commitments, to the
Multi-Currency Payment Agent.

                  (b) MULTI-CURRENCY LOANS and Non-Dollar-Denominated
US$-Canadian Loans. Notices to the Multi-Currency Payment Agent of terminations
or reductions of Multi-Currency Commitments and US$-Canadian Commitments, of
borrowings and prepayments of Multi-Currency Loans and non-Dollar-denominated
US$-Canadian Loans and of the duration of Interest Periods shall be irrevocable
and shall be effective only if received by the Multi-Currency Payment Agent not
later than 9:00 a.m. London time on the number of Business Days prior to the
date of the relevant termination, reduction, borrowing and/or prepayment
specified below:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                          NOTICE                                  NUMBER OF
                                                                  BUSINESS
                                                                 DAYS PRIOR
--------------------------------------------------------------------------------
<S>                                                                    <C>
Termination or reduction of                                            3
Commitments
--------------------------------------------------------------------------------

Borrowing or prepayment of Multi-Currency Loans and                    3
non-Dollar-denominated US$-Canadian Loans
--------------------------------------------------------------------------------

Prepayments required pursuant                                          1
to Section 3.02(b)
--------------------------------------------------------------------------------
</TABLE>

Each such notice of termination or reduction shall specify the amount thereof to
be terminated or reduced. Each such notice of borrowing or prepayment shall
specify the amount of the Loans to be borrowed or prepaid (subject to Sections
3.02(a) and 5.04 hereof), the date of borrowing or prepayment (which shall be a
Business Day), the duration of the Interest Period therefor (subject to the
definition of Interest Period) and the currency of Loans to be borrowed. Each
such notice of duration of an Interest Period shall specify the Loans to which
such Interest Period is to relate. The Multi-Currency Payment Agent shall
promptly notify the affected Lenders of the contents of each such notice. Each
Borrower shall give a copy of each notice to be given by it pursuant to


                                       21
<PAGE>


this Section 5.05(b) with respect to non-Dollar-denominated US$-Canadian Loans
or Commitments to the Administrative Agent.

                  (c) TRANCHE A TERM LOANS AND TRANCHE B TERM LOANS. Notices to
the Administrative Agent of borrowing, conversions and prepayments of Tranche A
Term Loans and Tranche B Term Loans and of the duration of Interest Periods
shall be irrevocable and shall be effective only if received by the
Administrative Agent not later than 1:00 p.m. New York time on the number of
Business Days prior to the date of the relevant termination, reduction,
borrowing, conversion and/or prepayment specified below:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------


                                                             NUMBER OF
                          NOTICE                             BUSINESS
                                                            DAYS PRIOR
--------------------------------------------------------------------------------
<S>                                                               <C>
Borrowing or prepayment of                                        1
ABR Loans
--------------------------------------------------------------------------------

Borrowing or prepayment of,                                       3
conversion of or into, or
duration of Interest Period
for Dollar-denominated Eurocurrency Loans
--------------------------------------------------------------------------------

Prepayments required pursuant                                     1
to Section 3.02(b) or 3.02(c)
--------------------------------------------------------------------------------
</TABLE>

Each such notice of termination or reduction shall specify the amount thereof to
be terminated or reduced. Each such notice of borrowing, conversion or
prepayment shall specify the amount and Type of the Loans to be borrowed,
converted or prepaid (subject to Sections 3.02(a) and 5.04 hereof), the date of
borrowing, conversion or prepayment (which shall be a Business Day) and, in the
case of Eurocurrency Loans, the duration of the Interest Period therefor
(subject to the definition of Interest Period). Each such notice of duration of
an Interest Period shall specify the Loans to which such Interest Period is to
relate. The Administrative Agent shall promptly notify the affected Lenders of
the contents of each such notice. In the event that a Borrower fails to select
the duration of any Interest Period for any Eurocurrency Loans within the time
period and otherwise as provided in this Section 5.05, such Loans (if
outstanding as Eurocurrency Loans) will be automatically converted into ABR
Loans on the last day of the then current Interest Period for such Loans or (if
outstanding as ABR Loans) will remain as, or (if not then outstanding) will be
made as, ABR Loans.

                  5.06 NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT. Unless
the Administrative Agent or the Multi-Currency Payment Agent, as the case may
be, shall have been notified by a US$ Lender, US$-Canadian Lender,
Multi-Currency Lender, Tranche A Term Lender, Tranche B Term Lender or a
Borrower (the "PAYOR") prior to the date on which such Lender is to make payment
to the Administrative Agent or the Multi-Currency Payment Agent, as the case may
be, of the proceeds of a Loan to be made by it hereunder or the Borrower is to


                                       22
<PAGE>


make a payment to the Administrative Agent or the Multi-Currency Payment Agent,
as the case may be, for the account of one or more of the Lenders, as the case
may be (such payment being herein called the "REQUIRED PAYMENT"), which notice
shall be effective upon receipt, that the Payor does not intend to make the
Required Payment to the Administrative Agent or the Multi-Currency Payment
Agent, as the case may be, the Administrative Agent or the Multi-Currency
Payment Agent, as the case may be, may assume that the Required Payment has been
made and may, in reliance upon such assumption (but shall not be required to),
make the amount thereof available to the intended recipient on such date and, if
the Payor has not in fact made the Required Payment to the Administrative Agent
or the Multi-Currency Payment Agent, as the case may be, the recipient of such
payment shall, on demand, pay to the Administrative Agent or the Multi-Currency
Payment Agent, as the case may be, the amount made available to it together with
interest thereon in respect of the period commencing on the date such amount was
so made available by the Administrative Agent or the Multi-Currency Payment
Agent, as the case may be, until the date the Administrative Agent or the
Multi-Currency Payment Agent, as the case may be, recovers such amount at a rate
per annum equal to the Federal Funds Effective Rate for such period or, in the
case of an amount payable in a currency other than Dollars, the rate determined
by the Administrative Agent in its discretion of the appropriate rate for
interbank settlements.

                  5.07 SHARING OF PAYMENTS; WAIVER OF ENFORCEMENT WITHOUT
CONSENT. ETC. (a) Each Borrower agrees that, in addition to (and without
limitation of) any right of set-off, banker's lien or counterclaim a Lender may
otherwise have, each Lender shall be entitled, at its option, to offset balances
held by it or its affiliates for the account of the such Borrower at any of
their offices, in Dollars or in any other currency, against any principal of or
interest on any of such Lender's Loans or Reimbursement Obligations to such
Borrower hereunder, or any other obligation of such Borrower hereunder, which is
not paid when due (regardless of whether such balances are then due to such
Borrower), in which case it shall promptly notify the Company, the relevant
Borrower and the Administrative Agent (or the Multi-Currency Payment Agent, as
the case may be) thereof, provided that such Lender's failure to give such
notice shall not affect the validity thereof. Each Borrower agrees, to the
fullest extent it may effectively do so under applicable law, that any Person
purchasing a participation in the Loans to such Borrower made, or other
obligations held, by another Person, whether or not acquired pursuant to the
foregoing arrangements, may exercise all rights of set-off, banker's lien,
counterclaim or similar rights with respect to such participation as fully as if
such Lender were a direct holder of such Loans or other obligations in the
amount of such participation.

                  (b) If a Lender shall obtain payment of any principal of or
interest on any Loan made by it under this Agreement, or on any other obligation
then due to such Lender hereunder, through the exercise of any right of set-off,
banker's lien, counterclaim or similar right, or otherwise, it shall promptly
notify the Administrative Agent (or the Multi-Currency Payment Agent, as the
case may be) and purchase from the other Lenders participations in the Loans
made, or other obligations held, by the other Lenders in such amounts, and make
such other adjustments from time to time as shall be equitable to the end that
all the Lenders shall share the benefit of such payment (net of any expenses
which may be incurred by such Lender in obtaining or preserving such benefit)
pro rata in accordance with the unpaid principal and interest on the Loans or
other obligations then due to each of them. To such end all the Lenders shall
make appropriate adjustments among themselves (by the resale of participations
sold or otherwise) if


                                       23
<PAGE>


such payment is rescinded or must otherwise be restored (including the payment
of interest to the extent that the Lender obligated to return such funds is
obligated to return interest).

                  (c) Nothing contained herein shall require any Lender to
exercise any right of set-off, banker's lien, counterclaim or similar right or
shall affect the right of any Lender to exercise, and retain the benefits of
exercising, any such right with respect to any other indebtedness or obligation
of any Borrower.

                  (d) This Section 5.07 is for the benefit of the Lenders only
and does not constitute a waiver of any rights against any Borrower or any of
their Subsidiaries or against any property held as security for any obligations
hereunder or under any other Basic Document.

                  5.08 WITHHOLDING TAX EXEMPTION. (a) At least five Business
Days prior to the first date on which interest or fees are payable hereunder for
the account of any Lender, each Lender that is not incorporated under the laws
of the United States of America or a state thereof agrees that it will deliver,
to the extent it has not so delivered under the Existing Credit Agreement, to
each of the Company and the Administrative Agent two duly completed copies of
either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI (or any
subsequent versions thereof or successors thereto), or, in the case of a
Non-U.S. Lender claiming exemption from U.S. federal withholding tax under
Section 871(h) or 881(c) of the Code with respect to payments of "portfolio
interest", a statement substantially in the form of Exhibit K (any such
certificate an "EXEMPTION CERTIFICATE") and a Form W-8BEN (or any subsequent
versions thereof or successors thereto), certifying in either case that such
Lender is entitled to receive payments under this Agreement and the Notes
without deduction or withholding of any United States federal income taxes. Each
Lender which so delivers a Form W-8BEN or Form W-8ECI further undertakes to
deliver to each of the Company and the Administrative Agent (or the
Multi-Currency Payment Agent, in the case of Multi-Currency Lenders) two
additional copies of such form (or a successor form) on or before the date that
such form expires or becomes obsolete or after the occurrence of any event
requiring a change in the most recent form so delivered by it, and such
amendments thereto or extensions or renewals thereof as may be reasonably
requested by the Company or the Administrative Agent (or the Multi-Currency
Payment Agent, as the case may be), in each case certifying that such Lender is
entitled to receive payments under this Agreement and the Notes without
deduction or withholding of any United States federal income taxes, unless an
event (including without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form with respect to it and
such Lender advises the Company and the Administrative Agent (or the
Multi-Currency Payment Agent, as the case may be) that it is not capable of
receiving payments without any deduction or withholding of United States federal
income tax.

                  (b) Each Lender that is not incorporated or organized under
the laws of the jurisdiction under which a Foreign Subsidiary Borrower is
incorporated or organized shall, upon request by such Foreign Subsidiary
Borrower, deliver to such Foreign Subsidiary Borrower or


                                       24
<PAGE>


the applicable Governmental Authority, any form or certificate required in order
that any payment by such Foreign Subsidiary Borrower under this Agreement or any
Notes to such Lender may be made free and clear of, and without deduction or
withholding for or on account of any tax (or to allow any such deduction or
withholding to be at a reduced rate) imposed on such payment under the laws of
the jurisdiction under which such Foreign Subsidiary Borrower is incorporated or
organized, PROVIDED that such Lender is legally entitled to complete, execute
and deliver such form or certificate and such completion, execution or
submission would not materially prejudice the legal position of such Lender.

                  (c) All payments made by a Borrower or the Canadian Borrower
under this Agreement shall be made free and clear of, and without deduction or
withholding for or on account of, any present or future income, stamp or other
taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now
or hereafter imposed, levied, collected, withheld or assessed by any
Governmental Authority, excluding net income taxes and franchise taxes (imposed
in lieu of net income taxes) imposed on the Administrative Agent, the
Multi-Currency Payment Agent, the Canadian Administrative Agent or any Lender as
a result of a present or former connection between the Administrative Agent, the
Multi-Currency Payment Agent, the Canadian Administrative Agent or such Lender
and the jurisdiction of the Governmental Authority imposing such tax or any
political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Administrative Agent, the Multi-Currency
Payment Agent or such Lender having executed, delivered or performed its
obligations or received a payment under, or enforced, this Agreement or any
other Loan Document). If any such non-excluded taxes, levies, imposts, duties,
charges, fees, deductions or withholdings ("NON-EXCLUDED TAXES") or other taxes
are required to be withheld from any amounts payable to the Administrative
Agent, the Multi-Currency Payment Agent, the Canadian Administrative Agent or
any Lender hereunder, the amounts so payable to the Administrative Agent, the
Multi-Currency Payment Agent, the Canadian Administrative Agent or such Lender
shall be increased to the extent necessary to yield to the Administrative Agent,
the Multi-Currency Payment Agent, the Canadian Administrative Agent or such
Lender (after payment of all Non-Excluded Taxes and other taxes) interest or any
such other amounts payable hereunder at the rates or in the amounts specified in
this Agreement, PROVIDED, HOWEVER, that the relevant Borrower or the Canadian
Borrower shall not be required to increase any such amounts payable to any
Lender with respect to any Non-Excluded Taxes (i) that are attributable to such
Lender's failure to comply with the requirements of paragraph (a) or (b) of this
Section or (ii) that are United States withholding taxes imposed on amounts
payable to such Lender at the time the Lender becomes a party to this Agreement,
except to the extent that such Lender's assignor (if any) was entitled, at the
time of assignment, to receive additional amounts from such Borrower or the
Canadian Borrower with respect to such Non-Excluded Taxes pursuant to this
paragraph.

                  5.09 JUDGMENT CURRENCY. If for the purpose of obtaining
judgment in any court it is necessary to convert a sum due from any Borrower or
the Canadian Borrower hereunder or under any of the Notes or the C$ Notes in the
currency expressed to be payable herein (the "specified currency") into another
currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the specified currency with other such currency at the Administrative
Agent's New York Office on the Business Day


                                       25
<PAGE>


that is on or immediately following the day on which final judgment is given.
The obligations of each Borrower or the Canadian Borrower in respect of any sum
due to any Lender, the Administrative Agent, the Multi-Currency Payment Agent or
the Canadian Administrative Agent hereunder or under any Note or C$ Note shall,
notwithstanding any judgment in a currency other than the specified currency, be
discharged only to the extent that on the Business Day following receipt by such
Lender, the Administrative Agent, the Multi-Currency Payment Agent or the
Canadian Administrative Agent, as the case may be, of any sum adjudged to be so
due in such other currency such Lender, the Administrative Agent, the
Multi-Currency Payment Agent or the Canadian Administrative Agent as the case
may be, may in accordance with normal banking procedures purchase the specified
currency with such other currency. If the amount of the specified currency so
purchased is less than the sum originally due to such Lender, the Administrative
Agent, the Multi-Currency Payment Agent or the Canadian Administrative Agent, as
the case may be, in the specified currency, each Borrower and the Canadian
Borrower agrees, to the fullest extent it may effectively do so, as a separate
obligation and notwithstanding any such judgment, to indemnify such Lender, the
Administrative Agent, the Multi-Currency Payment Agent or the Canadian
Administrative Agent, as the case may be, against such loss, and if the amount
of the specified currency so purchased exceeds the sum originally due to any
Lender, the Administrative Agent the Multi-Currency Payment Agent or the
Canadian Administrative Agent, as the case may be, in the specified currency,
such Lender or the Administrative Agent, or the Multi-Currency Payment Agent, or
the Canadian Administrative Agent, as the case may be, agrees to remit such
excess to the appropriate Borrower or the Canadian Borrower.






                                       26

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>7
<FILENAME>a2041834zex-21.txt
<DESCRIPTION>EXHIBIT 21
<TEXT>

<PAGE>


                                                                      EXHIBIT 21

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                                                     JURISDICTION OF                 NAMES UNDER WHICH
                                                     INCORPORATION OR                 THE ENTITY DOES
                    ENTITY NAME                       ORGANIZATION                        BUSINESS
----------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                            <C>

Iron Mountain Records Management, Inc.               Delaware                        Iron Mountain Records Management
----------------------------------------------------------------------------------------------------------------------
Iron Mountain / National Underground, LLC            Delaware                        Iron Mountain National
                                                                                     Underground
----------------------------------------------------------------------------------------------------------------------
Iron Mountain Consulting Services, LLC               Delaware                        Iron Mountain Consulting
                                                                                     Services
----------------------------------------------------------------------------------------------------------------------
Iron Mountain Records Management of                  Delaware                        Iron Mountain Records Management
Michigan, Inc.
----------------------------------------------------------------------------------------------------------------------
Iron Mountain of Maryland, LLC                       Delaware                        Iron Mountain Records Management
----------------------------------------------------------------------------------------------------------------------
IM Billerica, Inc.                                   Massachusetts
----------------------------------------------------------------------------------------------------------------------
Iron Mountain Confidential Destruction LLC           Delaware                        Iron Mountain Confidential
                                                                                     Destruction
----------------------------------------------------------------------------------------------------------------------
DSI Technology Escrow Services, Inc.                 Delaware                        DSI
----------------------------------------------------------------------------------------------------------------------
Mountain Real Estate Assets, Inc.                    Delaware
----------------------------------------------------------------------------------------------------------------------
Mountain West Palm Real Estate, Inc.                 Delaware
----------------------------------------------------------------------------------------------------------------------
Iron Mountain Records Management                     Puerto Rico                     Iron Mountain Records Management
(Puerto Rico), Inc.
----------------------------------------------------------------------------------------------------------------------
COMAC, Inc.                                          Delaware                        COMAC
----------------------------------------------------------------------------------------------------------------------
Arcus Data Security, Inc.                            Delaware                        Arcus Data Security
----------------------------------------------------------------------------------------------------------------------
Iron Mountain Global, Inc.                           Delaware
----------------------------------------------------------------------------------------------------------------------
Iron Mountain Global, LLC                            Delaware
----------------------------------------------------------------------------------------------------------------------
Arcus Data Security, LLC                             Delaware                        Arcus Data Security
----------------------------------------------------------------------------------------------------------------------
Iron Mountain Mexico, S.A. de R.L. de C.V.           Mexico
----------------------------------------------------------------------------------------------------------------------
Sistemas de Archivo Corporativo S.A. de              Mexico
R.L. de C.V.
----------------------------------------------------------------------------------------------------------------------
Sistemas de Archivo, S.A. de R.L. de C.V.            Mexico
----------------------------------------------------------------------------------------------------------------------
Sistemas de Archivo de Mexico, S.A. de               Mexico
R.L. de C.V.
----------------------------------------------------------------------------------------------------------------------
Iron Mountain Cayman Ltd.                            Cayman Islands
----------------------------------------------------------------------------------------------------------------------
Iron Mountain South America, Ltd.                    Cayman Islands
----------------------------------------------------------------------------------------------------------------------
IMSA Peru SRL                                        Peru
----------------------------------------------------------------------------------------------------------------------
Iron Mountain Chile S.A.                             Chile
----------------------------------------------------------------------------------------------------------------------
Iron Mountain Peru S.A.                              Peru
----------------------------------------------------------------------------------------------------------------------
Immobiliaria E Inversiones La Primareva LTDA         Chile
----------------------------------------------------------------------------------------------------------------------
Custodia de Documentos LTDA de Archivas LTDA         Chile
----------------------------------------------------------------------------------------------------------------------
Almacenaje Y Administracion De Archivos LTDA         Chile
----------------------------------------------------------------------------------------------------------------------
Iron Mountain du Brazil Emprendimentos Ltda.         Brazil                          Iron Mountain
----------------------------------------------------------------------------------------------------------------------
Iron Mountain du Brazil SA                           Brazil
----------------------------------------------------------------------------------------------------------------------
C.A.D.A. Storage S.A.                                Argentina
----------------------------------------------------------------------------------------------------------------------
Box Security                                         Argentina
----------------------------------------------------------------------------------------------------------------------
Iron Mountain Canada Corporation                     Nova Scotia                     Iron Mountain
----------------------------------------------------------------------------------------------------------------------
Iron Mountain Box Company                            Nova Scotia
----------------------------------------------------------------------------------------------------------------------
Archivex Limited                                     Nova Scotia
----------------------------------------------------------------------------------------------------------------------
Archivex Box Company Limited                         Nova Scotia
----------------------------------------------------------------------------------------------------------------------
FACS Records Centre Inc.                             British Columbia                Iron Mountain
----------------------------------------------------------------------------------------------------------------------
397499 British Columbia Ltd.                         British Columbia
----------------------------------------------------------------------------------------------------------------------
326252 British Columbia Ltd.                         British Columbia
----------------------------------------------------------------------------------------------------------------------
Pierce Leahy Europe Limited                          United Kingdom
----------------------------------------------------------------------------------------------------------------------
PLRH, Inc.                                           Pennsylvania
----------------------------------------------------------------------------------------------------------------------
Upper Providence Venture I, L.P.                     Pennsylvania
----------------------------------------------------------------------------------------------------------------------
Iron Mountain (Netherlands) B.V.                     The Netherlands
----------------------------------------------------------------------------------------------------------------------
Iron Mountain (Europe) Group Limited                 United Kingdom
----------------------------------------------------------------------------------------------------------------------
Iron Mountain Europe Limited                         United Kingdom                  Iron Mountain
----------------------------------------------------------------------------------------------------------------------
Stortex (Holdings) Limited                           United Kingdom
----------------------------------------------------------------------------------------------------------------------
Stortex Limited                                      United Kingdom
----------------------------------------------------------------------------------------------------------------------
JAD 93 Limited                                       United Kingdom
----------------------------------------------------------------------------------------------------------------------
Secur Archiv Aktenmanagment                          Germany
----------------------------------------------------------------------------------------------------------------------
Iron Mountain Holdings (Europe) Limited              United Kingdom
----------------------------------------------------------------------------------------------------------------------
Arcus Data Security Limited                          United Kingdom                  Arcus Data Security
----------------------------------------------------------------------------------------------------------------------
The Document Storage Company Limited                 United Kingdom
----------------------------------------------------------------------------------------------------------------------
Silver Sky                                           Channel Islands
----------------------------------------------------------------------------------------------------------------------
Datavault Holdings Limited                           United Kingdom
----------------------------------------------------------------------------------------------------------------------
Datavault Limited                                    Scotland
----------------------------------------------------------------------------------------------------------------------
Datavault Northwest Limited                          United Kingdom
----------------------------------------------------------------------------------------------------------------------
Datavault Southwest Limited                          United Kingdom
----------------------------------------------------------------------------------------------------------------------
Iron Mountain (UK) Limited                           United Kingdom                  Iron Mountain
----------------------------------------------------------------------------------------------------------------------
Document and Information Management                  United Kingdom
Services Ltd.
----------------------------------------------------------------------------------------------------------------------
Kestrel Data Services Limited                        United Kingdom
----------------------------------------------------------------------------------------------------------------------
Miller Data Management Limited                       United Kingdom
----------------------------------------------------------------------------------------------------------------------
Kestrel Data UK Limited                              United Kingdom
----------------------------------------------------------------------------------------------------------------------
Kestrel Data Storage and Management Limited          United Kingdom
----------------------------------------------------------------------------------------------------------------------
Kestrel Reprographics Limited                        United Kingdom
----------------------------------------------------------------------------------------------------------------------
Memogarde S.A.                                       France
----------------------------------------------------------------------------------------------------------------------
Iron Mountain Holdings (France) SNC                  France
----------------------------------------------------------------------------------------------------------------------
Iron Mountain (France) S.A.                          France
----------------------------------------------------------------------------------------------------------------------
MAP S.A.                                             France
----------------------------------------------------------------------------------------------------------------------
BDM S.A.                                             France
----------------------------------------------------------------------------------------------------------------------
FIME S.A.                                            France
----------------------------------------------------------------------------------------------------------------------
France Telesauvgarde S.A.                            France
----------------------------------------------------------------------------------------------------------------------
Societe Civile Immobiliare de Chemin Cornillion      France
----------------------------------------------------------------------------------------------------------------------
Iron Mountain Espana, S.A.                           Spain
----------------------------------------------------------------------------------------------------------------------
Boston Data, S.A.                                    Spain
----------------------------------------------------------------------------------------------------------------------
Documenetalia, S.A.                                  Spain
----------------------------------------------------------------------------------------------------------------------
Innovator Projects, S.A.                             Spain
----------------------------------------------------------------------------------------------------------------------
Datavault, S.A.                                      Spain
----------------------------------------------------------------------------------------------------------------------
Datavault Iberica, S.A.                              Spain
----------------------------------------------------------------------------------------------------------------------
Datavault Madrid, S.A.                               Spain
----------------------------------------------------------------------------------------------------------------------
Datavault Cantabrico, S.A.                           Spain
----------------------------------------------------------------------------------------------------------------------
Databox Aragon S.A.                                  Spain
----------------------------------------------------------------------------------------------------------------------
Databox Andalucia, S.A.                              Spain
----------------------------------------------------------------------------------------------------------------------
MGR Arrendamientos Industriales, S.L.                Spain
----------------------------------------------------------------------------------------------------------------------
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>8
<FILENAME>a2041834zex-23_1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>

<PAGE>


                                                             EXHIBIT 23.1


                     Consent of Independent Public Accountants


As independent public accountants, we hereby consent to the incorporation of
our reports, included in this Form 10-K, into Iron Mountain Incorporated's
previously filed registration statements on Forms S-3 (File Nos. 333-91577,
333-72191 and 333-54030) and S-8 (File Nos. 333-43787, 333-69859 and
333-95901).

/s/ Arthur Andersen LLP


Boston, Massachusetts
March 23, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>9
<FILENAME>a2041834zex-23_2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>

<PAGE>


                                                             EXHIBIT 23.2


                     Consent of Independent Public Accountants


As independent public accountants, we hereby consent to the incorporation of
our report, included in this Form 10-K, into Iron Mountain Incorporated's
previously filed registration statements on Forms S-3 (File Nos. 333-91577,
333-72191 and 333-54030) and S-8 (File Nos. 333-43787, 333-69859 and
333-95901).

/s/ RSM Robson Rhodes


Birmingham, England
March 23, 2001

</TEXT>
</DOCUMENT>
</SUBMISSION>
