<PAGE>

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF NOR ANY
INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE SOLD, ASSIGNED, PLEDGED,
HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF
EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED AND THE TERMS
AND CONDITIONS HEREOF. THE HOLDER OF THIS WARRANT AND THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF ARE SUBJECT TO THE RESTRICTIONS HEREIN SET FORTH.

VOID AFTER 5:00 P.M. NEW YORK CITY TIME, FEBRUARY 25, 2010.


                    ****************************************

                                    Number 28

                                     WARRANT

                                       to

                              PURCHASE COMMON STOCK

                                       of

                               F.Y.I. INCORPORATED

                    ****************************************


          This certifies that, for good and valuable consideration, F.Y.I.
Incorporated, a Delaware corporation (the "Company"), grants to JAMES HELM or
permitted registered assigns (the "Warrantholder" or "Warrantholders"), the
right to subscribe for and purchase from the Company, at $30.125 per share (the
"Exercise Price"), Seventeen Thousand Two Hundred Eighty (17,280) shares of the
Company's Common Stock, par value $0.01 per share (the "Common Stock"), subject
to the provisions and upon the terms and conditions herein set forth. The
Exercise Price and the number of Warrant Shares are subject to adjustment from
time to time as provided in subsection 1.10.

          1. DURATION AND EXERCISE OF WARRANT; LIMITATION ON EXERCISE; PAYMENT
     OF TAXES.

          1.1 DURATION AND EXERCISE OF WARRANT.

               (a) This Warrant may be exercised to purchase (i) 20% of the
          underlying shares from and after 9:00 A.M. New York City time on
          February 25, 2001 (the "First Exercise Date"); (ii) 20% of the
          underlying shares on February 25, 2002 (the "Second Exercise Date");
          (iii) 20% of the underlying shares on February 25, 2003 (the "Third
          Exercise Date"); (iv) 20% of the underlying shares on February 25,
          2004 (the "Fourth Exercise Date"); and (v) 20% of the underlying
          shares on February 25, 2005 (the "Fifth

<PAGE>

          Exercise Date") to and including 5:00 P.M. New York City time on
          February 25, 2010 (the "Expiration Date"). Each of the First Exercise
          Date, the Second Exercise Date, the Third Exercise Date, the Fourth
          Exercise Date and the Fifth Exercise Date are hereinafter referred to
          from time to time, as applicable, as the "Exercise Date" and
          collectively from time to time as the "Exercise Date."

               (b) The rights represented by this Warrant may be exercised by
          the Warrantholder of record, in whole, or from time to time in part,
          by:

                    (i) Surrender of this Warrant, accompanied by either the
               Exercise Form annexed hereto, or if the Warrantholder decides to
               exercise the Warrant pursuant to the broker-assisted cashless
               exercise program instituted by the Company, an applicable
               exercise form provided by the Company (the "Exercise Form") duly
               executed by the Warrantholder of record and specifying the number
               of Warrant Shares to be purchased, to the Company at the office
               of the Company located at 3232 McKinney Avenue, Suite 900,
               Dallas, Texas 75204 (or such other office or agency of the
               Company as it may designate by notice to the Warrantholder at the
               address of such Warrantholder appearing on the books of the
               Company) during normal business hours on any day (a "Business
               Day") other than a Saturday, Sunday or a day on which the New
               York Stock Exchange is authorized to close or on which the
               Company is otherwise closed for business (a "Nonbusiness Day") on
               or after 9:00 A.M. New York City time on the Exercise Date but
               not later than 5:00 P.M. on the Expiration Date (or 5:00 P.M. on
               the next succeeding Business Day, if the Expiration Date is a
               Nonbusiness Day),

                    (ii) Delivery of payment to the Company in cash or by
               certified or official bank check in New York Clearing House
               Funds, of the Exercise Price for the number of Warrant Shares
               specified in the Exercise Form (such payment may be made by the
               Warrantholder directly or by a designated broker pursuant to the
               broker-assisted cashless exercise program instituted by the
               Company, subject to subsection 1.5 herein) and

                    (iii) Such documentation as to the identity and authority of
               the Warrantholder as the Company may reasonably request.

               Such Warrant Shares shall be deemed by the Company to be issued
          to the Warrantholder as the record holder of such Warrant Shares as of
          the close of business on the date on which this Warrant shall have
          been surrendered and payment made for the Warrant Shares as aforesaid.
          Certificates for the Warrant Shares specified in the Exercise Form
          shall be delivered to the Warrantholder (or designated broker, as the
          case may be) as promptly as practicable, and in any event within 10
          business days, thereafter. The stock certificates so delivered shall
          be in denominations of at least one thousand (1,000) shares each or
          such other denomination as may be specified by the Warrantholder and
          agreed upon by the Company, and shall be issued in the name of the
          Warrantholder or, if permitted by subsection 1.5 and in accordance
          with the provisions thereof, such other name as shall be designated in
          the Exercise Form. If this Warrant shall have been


                                       2

<PAGE>

          exercised only in part, the Company shall, at the time of delivery of
          the certificates for the Warrant Shares, deliver to the Warrantholder
          (or designated broker, as the case may be) a new Warrant evidencing
          the rights to purchase the remaining Warrant Shares, which new Warrant
          shall in all other respects be identical with this Warrant. No
          adjustments or payments shall be made on or in respect of Warrant
          Shares issuable on the exercise of this Warrant for any cash dividends
          paid or payable to holders of record of Common Stock prior to the date
          as of which the Warrantholder shall be deemed to be the record holder
          of such Warrant Shares.

     1.2 LIMITATION ON EXERCISE. If this Warrant is not exercised prior to 5:00
P.M. on the Expiration Date (or the next succeeding Business Day, if the
Expiration Date is a Nonbusiness Day), this Warrant, or any new Warrant issued
pursuant to subsection 1.1, shall cease to be exercisable and shall become void
and all rights of the Warrantholder hereunder shall cease. This Warrant shall
not be exercisable, and no Warrant Shares shall be issued hereunder, prior to
9:00 A.M. New York City time on the Exercise Date.

     1.3 EXERCISE UPON TERMINATION. Upon termination of James Helm's employment
with the Company or Mailing & Marketing Acquisition Corp. (the "Subsidiary")
other than for good cause, this Warrant may be exercised to the extent it has
vested as of such date and for three (3) months thereafter and up to and
including the Expiration Date. Upon termination of James Helm's employment by
the Company or the Subsidiary for good cause, even if this Warrant has vested as
of such date, this Warrant shall cease to be exercisable and shall become void
and all rights of the Warrantholder hereunder shall cease as of such
termination. If James Helm's employment is terminated for any reason prior to
the vesting of this Warrant, this Warrant shall cease to be exercisable and
shall become void and all rights of the Warrantholder hereunder shall cease.
Subject to the foregoing, in the event of James Helm's death, this Warrant may
be exercised by Mr. Helm's legal representative through the Expiration Date.

     1.4 PAYMENT OF TAXES. The issuance of certificates for Warrant Shares shall
be made without charge to the Warrantholder for any stock transfer or other
issuance tax in respect thereto; provided, however, that the Warrantholder shall
be required to pay any and all taxes which may be payable in respect to any
transfer involved in the issuance and delivery of any certificates for Warrant
Shares in a name other than that of the then Warrantholder as reflected upon the
books of the Company.

     1.5 TRANSFER RESTRICTION AND LEGEND.


          (a) Without limiting the generality of the foregoing, neither this
     Warrant nor any of the Warrant Shares, nor any interest or participation in
     either, may be in any manner transferred or disposed of, in whole or in
     part, except in compliance with applicable United States federal and state
     securities laws.


          (b) Each certificate for Warrant Shares and any Warrant issued at any
     time in exchange or substitution for any Warrant bearing such a legend
     shall bear a legend similar in effect to the foregoing paragraph unless, in
     the opinion of counsel for the


                                       3

<PAGE>

     Company, the Warrant and the Warrant Shares need no longer be subject to
     the restriction contained herein. The provisions of this subsection 1.5
     shall be binding upon all subsequent holders of this Warrant and the
     Warrant Shares, if any. Warrant Shares transferred to the public as
     expressly permitted by, and in accordance with, the provisions of this
     Warrant shall thereafter cease to be deemed to be "Warrant Shares" for
     purposes hereof.

     1.6 DIVISIBILITY OF WARRANT. This Warrant may be divided into warrants
representing one Warrant Share or multiples thereof, upon surrender at the
principal office of the Company on any Business Day, without charge to any
Warrantholder, except as provided below. The Warrantholder will be charged for
reasonable out-of-pocket costs incurred by the Company in connection with the
division of this Warrant into Warrants representing fewer than one thousand
(1,000) Warrant Shares. Upon any such division, and, if permitted by subsection
1.5(b) and in accordance with the provisions thereof, the Warrants may be
transferred of record to a name other than that of the Warrantholder of record;
provided, however, that the Warrantholder shall be required to pay any and all
transfer taxes with respect thereto.

     1.7 RESERVATION AND LISTING OF SHARES, ETC. All Warrant Shares which are
issued upon the exercise of the rights represented by this Warrant shall, upon
issuance and payment of the Exercise Price, be validly issued, fully paid and
nonassessable and free from all taxes, liens, security interests, charges and
other encumbrances with respect to the issue thereof other than taxes in respect
of any transfer occurring contemporaneously with such issue. During the period
within which this Warrant may be exercised, the Company shall at all times have
authorized and reserved, and keep available free from preemptive rights, a
sufficient number of shares of Common Stock to provide for the exercise of this
Warrant, and shall at its expense use its best efforts to procure such listing
thereof (subject to official notice of issuance) as then may be required on all
stock exchanges on which the Common Stock is then listed or on the Nasdaq
National Market. The Company shall, from time to time, take all such action as
may be required to assure that the par value per share of the Warrant Shares is
at all times equal to or less than the then effective Exercise Price.

     1.8 EXCHANGE, LOSS OR DESTRUCTION OF WARRANT. If permitted by subsections
1.5 or 1.6 and in accordance with the provisions thereof, upon surrender of this
Warrant to the Company with a duly executed instrument of assignment and funds
sufficient to pay any transfer tax, the Company shall, without charge, execute
and deliver a new Warrant of like tenor in the name of the assignee named in
such instrument of assignment and this Warrant shall promptly be canceled. Upon
receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and, in the case of loss, theft or
destruction, of such bond or indemnification as the Company may reasonably
require, and, in the case of such mutilation, upon surrender and cancellation of
this Warrant, the Company will execute and deliver a new Warrant of like tenor.
The term "Warrant" as used herein includes any Warrants issued in substitution
or exchange of this Warrant.

     1.9 OWNERSHIP OF WARRANT. The Company may deem and treat the person in
whose name this Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by anyone
other than the Company) for all purposes and shall


                                       4

<PAGE>

not be affected by any notice to the contrary, until presentation of this
Warrant for registration of transfer as provided in subsections 1.1 and 1.5 or
in Section 3.

     1.10 CERTAIN ADJUSTMENTS. The Exercise Price at which Warrant Shares may be
purchased hereunder, and the number of Warrant Shares to be purchased upon
exercise hereof, are subject to change or adjustment as follows:

     The number of Warrant Shares purchasable upon the exercise of this Warrant
and the Exercise Price shall be subject to adjustment as follows:

          (a) In case the Company shall (i) pay a dividend in shares of Common
     Stock or make a distribution in shares of Common Stock (ii) subdivide its
     outstanding shares of Common Stock into a greater number of shares of
     Common Stock, (iii) combine its outstanding shares of Common Stock into a
     smaller number of shares of Common Stock or (iv) issue by reclassification
     of its shares of Common Stock other securities of the Company (including
     any such reclassification in connection with a consolidation or merger in
     which the Company is the surviving corporation), the number of Warrant
     Shares purchasable upon exercise of this Warrant shall be adjusted so that
     the Warrantholder shall be entitled to receive the kind and number of
     Warrant Shares or other securities of the Company which he would have owned
     or have been entitled to receive after the happening of any of the events
     described above, had this Warrant been exercised immediately prior to the
     happening of such event or any record date with respect thereto. An
     adjustment made pursuant to this paragraph (a) shall become effective
     immediately after the effective date of such event retroactive to the
     record date, if any, for such event.

          (b) In case the Company shall:

               (i) Issue rights, options or warrants to all holders of its
          outstanding Common Stock, without any charge to such holders,
          entitling them to subscribe for or purchase shares of Common Stock at
          a price per share which is lower at the record date for the
          determination of stockholders entitled to receive such rights, options
          or warrants than the then current market price per share of Common
          Stock, or

               (ii) Distribute to all holders of its shares of Common Stock
          evidences of its indebtedness or assets (excluding cash dividends or
          distributions payable out of consolidated earnings or earned surplus
          and dividends or distributions referred to in paragraph (a) of this
          subsection 1.10) or rights, options or warrants, or convertible or
          exchangeable securities containing the right to subscribe for or
          purchase shares of Common Stock, appropriate adjustments shall be made
          to the number of Warrant Shares purchasable upon the exercise of the
          Warrant and/or the Exercise Price in order to preserve the relative
          rights and interests of the Warrantholders, such adjustments to be
          made by the good faith determination of the Board of Directors of the
          Company.


                                       5

<PAGE>

     2. VOLUNTARY ADJUSTMENT BY THE COMPANY. The Company may, at its option, at
any time during the term of the Warrants, reduce the then current Exercise Price
to any amount, consistent with applicable law, deemed appropriate by the Board
of Directors of the Company.

     3. NOTICE OF ADJUSTMENT. Whenever the number of Warrant Shares or the
Exercise Price of such Warrant Shares is adjusted, as herein provided, the
Company shall promptly mail first class, postage prepaid, to all Warrantholders,
notice of such adjustment.

     4. NO ADJUSTMENT FOR CASH DIVIDENDS. No adjustment in respect of any cash
dividends shall be made during the term of this Warrant or upon the exercise of
this Warrant.

     5. PRESERVATION OF PURCHASE RIGHTS UPON MERGER, CONSOLIDATION, ETC. In case
of any consolidation of the Company with or merger of the Company into another
corporation or in case of any sale, transfer or lease to another corporation of
all or substantially all of the property of the Company, the Company or such
successor or purchasing corporation, as the case may be, shall execute with the
Warrantholders an agreement that the Warrantholders shall have the right
thereafter upon this Warrant becoming exercisable in accordance with subsection
1.1(a) and payment of the Exercise Price in effect immediately prior to such
action to purchase upon exercise of this Warrant the kind and amount of shares
and other securities and property which such holder would have owned or have
been entitled to receive after the happening of such consolidation, merger,
sale, transfer or lease had this Warrant been exercised immediately prior to
such action; provided, however, that no adjustment in respect of cash dividends,
interest or other income on or from such shares or other securities and property
shall be made during the term of this Warrant or upon the exercise of this
Warrant. Such agreement shall provide for adjustments, which shall be as nearly
equivalent as practicable to the adjustments provided for in this Section 5. The
provisions of this Section 5 shall apply similarly to successive consolidations,
mergers, sales, transfers or leases.

     6. REGISTRATION RIGHTS. Not later than February 28, 2001, the Company shall
file a registration statement covering the Warrant Shares on a Form S-8, which
registration statement shall be effective upon the filing thereof. The Company
shall use its best efforts to keep such Form S-8 current and effective until the
earlier of the Expiration Date or the date this Warrant has been exercised in
full.

     The Company shall have sole control in connection with the preparation,
filing, amending and supplementing of any registration statement, including the
right to withdraw the same or delay the effectiveness thereof when, in the sole
judgment of the Board of Directors of the Company, the pendency of such
registration statement or the effectiveness thereof would impose an undue burden
upon the ability of the Company to proceed with any other material financing for
its own account or any material corporate transaction, including, but not
limited to, a reorganization, recapitalization, merger, consolidation or
material acquisition of the securities or assets of another firm or corporation;
and the Company shall be required to file a new registration statement or to
proceed with such actions as reasonably may be required to cause the
registration statement to become effective within a reasonable time after the
consummation of the event or transaction which required such withdrawal or
delay.


                                       6

<PAGE>

     7. MISCELLANEOUS.

     7.1 ENTIRE AGREEMENT. This Warrant constitutes the entire agreement between
the Company and the Warrantholder with respect to this Warrant and the Warrant
Shares.

     7.2 BINDING EFFECTS; BENEFITS. This Warrant shall inure to the benefit of
and shall be binding upon the Company, the Warrantholder and holders of Warrant
Shares and their respective heirs, legal representatives, successors and
assigns. Nothing in this Warrant, expressed or implied, is intended to or shall
confer on any person other than the Company, the Warrantholders and holders of
Warrant Shares, or their respective heirs, legal representatives, successors or
assigns, any rights, remedies, obligations or liabilities under or by reason of
this Warrant or the Warrant Shares.

     7.3 AMENDMENTS AND WAIVERS. This Warrant may not be modified or amended
except by an instrument in writing signed by the Company and Warrantholders that
hold Warrants entitling them to purchase at least 50% of the Warrant Shares. The
Company, any Warrantholder or holders of Warrant Shares may, by an instrument in
writing, waive compliance by the other party with any term or provision of this
Warrant on the part of such other party hereto to be performed or complied with.
The waiver by any such party of a breach of any term or provision of this
Warrant shall not be construed as a waiver of any subsequent breach.

     7.4 SECTION AND OTHER HEADINGS. The section and other headings contained in
this Warrant are for reference purposes only and shall not be deemed to be a
part of this Warrant or to affect the meaning or interpretation of this Warrant.

     7.5 FURTHER ASSURANCES. Each of the Company, the Warrantholders and holders
of Warrant Shares shall do and perform all such further acts and things and
execute and deliver all such other certificates, instruments and/or documents
(including without limitation, such proxies and/or powers of attorney as may be
necessary or appropriate) as any party hereto may, at any time and from time to
time, reasonably request in connection with the performance of any of the
provisions of this Warrant.

     7.6 NOTICES. All demands, requests, notices and other communications
required or permitted to be given under this Warrant shall be in writing and
shall be deemed to have been duly given if delivered personally or sent by
United States certified or registered first class mail, postage prepaid, to the
parties hereto at the following addresses or at such other address as any party
hereto shall hereafter specify by notice to the other party hereto:


                                       7

<PAGE>

          (a) If to the Company, addressed to:

                    F.Y.I. Incorporated
                    3232 McKinney Avenue
                    Suite 900
                    Dallas, Texas 75204
                    Facsimile No.: (214) 953-7556
                    Telephone No.: (214) 953-7555
                    Attention:  Margot T. Lebenberg, Esq.

          (b) If to any Warrantholder or holder of Warrant Shares, addressed to
     the address of such person then appearing on the books of the Company.

     Except as otherwise provided herein, all such demands, requests, notices
and other communications shall be deemed to have been received on the date of
personal delivery thereof or on the third Business Day after the mailing
thereof.

     7.7 SEPARABILITY. Any term or provision of this Warrant that is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable any other term or provision of this Warrant or affecting the
validity or enforceability of any of the terms or provisions of this Warrant in
any other jurisdiction.

     7.8 FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a share called for upon any exercise hereof, the
Company shall pay to the Warrantholder an amount in cash equal to such fraction
multiplied by the current market price (as determined as of the date of
exercise) of a share of such stock as of the date of such exercise.

     7.9 RIGHTS OF THE HOLDER. The Warrantholder shall not, solely by virtue of
this Warrant, be entitled to any rights of a stockholder of the Company, either
at law or in equity.

     7.10 GOVERNING LAW. This Warrant shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such State applicable to
contracts made and performed in Delaware.

     7.11 EFFECT OF STOCK SPLITS, ETC. Whenever any rights under this Agreement
are available only when at least a specified minimum number of Warrant Shares is
involved, such number shall be appropriately adjusted to reflect any stock
split, stock dividend, combination of securities into a smaller number of
securities or reclassification of stock.


                                       8

<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer.


                                             F.Y.I. INCORPORATED



                                             By:    /s/ Ed H. Bowman, Jr.
                                                    -----------------------
                                             Name:  Ed H. Bowman, Jr.
                                             Title: President and
                                                    Chief Executive Officer

Dated: February 25, 2000


                                       9

<PAGE>

                                  EXERCISE FORM

                 (To be executed upon exercise of this Warrant)


          The undersigned, the record holder of this Warrant, hereby irrevocably
elects to exercise the right, represented by this Warrant, to purchase
__________ of the Warrant Shares and herewith tenders payment for such Warrant
Shares to the order of F.Y.I. INCORPORATED, in the amount of $_______ in
accordance with the terms of this Warrant. The undersigned requests that a
certificate for such Warrant Shares be registered in the name of
_________________________________ and that such certificate be delivered to
_________________________ whose address is ____________________________________.


Date _________________                       Signature _________________________


                                       10