<PAGE>

            FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

         THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"AMENDMENT") is entered into to be effective as of April 28, 2000, by and
among F.Y.I. Incorporated, a Delaware corporation ("F.Y.I."), the Lenders (as
such term is defined in the Credit Agreement, as hereinafter defined) which
are parties hereto, Paribas, a bank organized under the laws of France acting
through its Chicago Branch, as agent for itself and the other Lenders (the
"AGENT"), and Bank of America, N.A., and Bank One, Texas, N.A., as co-agents
for themselves and the other Lenders (the "CO-AGENTS").

                                    RECITALS

         A. F.Y.I., the Agent, the Co-Agents and certain of the Lenders
entered into that certain Amended and Restated Credit Agreement dated as of
February 17, 1998 (as amended by a First Amendment thereto dated as of August
3, 1998, a Second Amendment thereto dated as of April 13, 1999, a Third
Amendment thereto dated August 13, 1999, and a Fourth Amendment dated as of
November 10, 1999, the "CREDIT AGREEMENT"), pursuant to which, among other
things, the Lenders agreed to make certain loans available to F.Y.I. upon the
terms and conditions set forth therein;

         B. F.Y.I., the Agent, the Co-Agents and the Lenders desire to amend
the Credit Agreement to increase the aggregate principal amount of the
Commitments and in certain other respects as more fully set out herein.

                                    AGREEMENT

         NOW, THEREFORE, for and in consideration of the premises and other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, F.Y.I., the Lenders, the Agent and the Co-Agents hereby agree
as follows:

         1.       TERMS. All terms used herein which begin with an initial
capital letter shall, unless otherwise expressly defined herein, have the
same definitions assigned to such terms in the Credit Agreement, as modified
by this Amendment.

         2.       AMENDMENT TO THE COMMITMENT. Effective as of the date
hereof, the aggregate principal amount of the Commitments is increased from
$150,000,000 to $175,000,000. The amount set forth opposite the name of each
Lender on the signature pages hereto under the heading "Commitment" shall
represent the obligation of such Lender after giving effect to this
Amendment..

         3.       DEFINITIONS.

                  (a) Effective as of the date hereof, the following definition
         appearing in SECTION 1.1 of the Credit Agreement is hereby amended to
         read in its entirety as follows:

                      "COMMITMENT" means, as to any Lender, the obligation
                  of such Lender to make or continue Loans and incur or
                  participate in Letter of Credit Liabilities hereunder in an
                  aggregate principal amount at any one time outstanding up to
                  but not exceeding the amount set forth opposite the name of
                  such Lender on the signature pages to the Fifth Amendment to
                  this Agreement under the heading "Commitment" or, if such
                  Lender is a party to an Assignment and Acceptance, the amount
                  set forth in the most recent Assignment and Acceptance of such
                  Lender, as the same may be reduced or terminated pursuant to
                  SECTION 2.13 or 11.2, and

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT - Page 1
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                  "COMMITMENTS" means such obligations of all Lenders. As of
                  the date of the execution of the Fifth Amendment to this
                  Agreement, the aggregate principal amount of the
                  Commitments is $175,000,000.

                  (b)      Effective as of the date hereof, the following
         additional definitions are added to SECTION 1.1 of the Credit
         Agreement to appear therein in its proper alphabetical order and to
         read in its entirety as follows:

                           "FIFTH AMENDMENT" means the Fifth Amendment to this
                  Agreement dated as of April 28, 2000.

         4.       CONDITIONS PRECEDENT. This Amendment shall be effective
upon the occurrence of each of the following:

                  (a)      FIFTH AMENDMENT. The execution of this Amendment
         by each of F.Y.I., the Agent, the Co-Agents and the Lenders;

                  (b)      CONSENTS. The execution of a consent to this
         Amendment by each of the Loan Parties other than F.Y.I. in the form
         requested by the Agent, which, among other things, shall reaffirm
         the Guaranty and Security Agreement, if any, executed by each such
         Loan Party;

                  (c)      NOTES. New Notes duly completed and executed by
         F.Y.I. and payable, respectively, to the order of each Lender whose
         Commitment is increased hereby in the principal amount of such
         Lender's Commitment after giving effect to this Amendment;.

                  (d)      RESOLUTIONS. Resolutions of the board of directors
         of F.Y.I. certified by its Secretary or an Assistant Secretary or
         other analogous officer or representative which authorize the
         execution, delivery and performance by the Loan Parties of this
         Amendment and such other Loan Documents to be executed in connection
         herewith to which F.Y.I. or any other Loan Party is to be a party;

                  (e)      OFFICERS' CERTIFICATE. An officers' certificate of
         F.Y.I. certifying as to the incumbency and signature of each officer
         of the Loan Parties executing this Amendment and the other Loan
         Documents to be executed in connection herewith, as to no changes to
         such Loan Parties' articles or certificates of incorporation, other
         analogous constitutional documents, or bylaws since the copies
         thereof most recently certified and delivered to the Agent, and as
         to the continuing existence and good standing of each Loan Party,
         such certificate to be dated as of a current date and in form
         reasonably satisfactory to the Agent and its counsel;

                  (f)       PAYMENT OF FEES AND EXPENSES. F.Y.I. shall have
         paid all fees and expenses of or incurred by the Agent and its
         counsel to the extent billed on or before the date hereof and
         payable pursuant to this Amendment;

                  (g)      OPINIONS OF COUNSEL. A favorable opinion of Locke
         Liddell & Sapp LLP, counsel for the Loan Parties, in form and
         substance satisfactory to the Agent with respect to F.Y.I. and its
         Subsidiaries;

                  (h)      LENDER COMMITMENT FEES. F.Y.I. shall have paid all
         fees and expenses to Agent on behalf of, respectively, each Lender
         whose Commitment is increased hereby as set forth in that certain
         fee letter dated as of April 28, 2000, between Agent and F.Y.I.; and

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT - Page 2
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                  (i)      PROCEEDINGS SATISFACTORY. All matters and
         proceedings taken in connection with this Amendment and the other
         Loan Documents to be delivered in connection herewith shall be
         reasonably satisfactory to the Agent and its counsel.

         Borrower shall deliver, or cause to be delivered, to the Agent
         sufficient counterparts of each agreement, document or instrument to be
         received by the Agent under this SECTION 4 to permit the Agent to
         distribute a copy of the same to each Lender.

         5.       REPRESENTATION AND WARRANTIES. F.Y.I. represents and warrants
to the Agent and each Lender that:

                  (a)      the representations and warranties made by F.Y.I.
         in the Loan Documents, as the same are amended hereby, are true and
         correct at the time this Amendment is executed and delivered, except
         to the extent that such representations and warranties are expressly
         by their terms made only as of the Closing Date or another specified
         date. F.Y.I. further represents and warrants to the Agent and the
         Lenders that: (i) the execution, delivery and performance of this
         Amendment and any and all other Loan Documents executed and/or
         delivered in connection herewith have been authorized by all
         requisite corporate action on the part of F.Y.I. and the other Loan
         Parties, as appropriate, and will not violate the articles of
         incorporation or bylaws of F.Y.I. or such other Loan Parties; (ii)
         no Event of Default has occurred and is continuing and no event or
         condition has occurred that with the giving of notice or lapse of
         time or both would be an Event of Default; and (iii) F.Y.I. is in
         full compliance with all covenants and agreements contained in the
         Credit Agreement as amended hereby; and

                  (b)      the Total Debt to EBITDA Ratio computed as of and
         for the twelve calendar month period most recently ended is equal to
         or less than 2.00 to 1.00.

         6.       COSTS. F.Y.I. agrees to pay all reasonable costs incurred in
connection with the negotiation, preparation, execution and consummation of this
Amendment and the transactions preceding and contemplated by this Amendment
including, without limitation, the reasonable fees and expenses of Jenkens &
Gilchrist, P.C., counsel to the Agent.

         7.       Miscellaneous.

                  (a)      HEADINGS. Section headings are for reference only,
         and shall not affect the interpretation or meaning of any provision
         of this Amendment.

                  (b)      NO WAIVER. No failure on the part of the Agent or
         the Lenders to exercise, and no delay in exercising, and no course
         of dealing with respect to, any right, power or privilege under the
         Loan Documents shall operate as a waiver thereof, and no single or
         partial exercise of any right, power or privilege under the Loan
         Documents shall preclude any other or further exercise thereof or
         the exercise of any other right, power or privilege.

                  (c)      EFFECT OF THIS AMENDMENT. The Credit Agreement, as
         amended by this Amendment, shall remain in full force and effect
         except that any reference therein, or in any other Loan Document,
         referring to the Credit Agreement, shall be deemed to refer to the
         Credit Agreement, as amended by this Amendment.

                  (d)      GOVERNING LAW. EXCEPT TO THE EXTENT THAT THE
         CREDIT AGREEMENT EXPRESSLY PROVIDES OTHERWISE, THIS AMENDMENT SHALL
         BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT - Page 3
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         STATE OF TEXAS.

                  (e)      COUNTERPARTS. This Amendment may be executed by
         the different parties hereto on separate counterparts, each of
         which, when so executed, shall be deemed an original, but all such
         counterparts shall be construed as but one and the same Amendment.

                  (f)      NO ORAL AGREEMENTS. THE CREDIT AGREEMENT, AS
         AMENDED BY THIS AMENDMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS,
         REPRESENTS THE ENTIRE AGREEMENT AMONG THE PARTIES, AND MAY NOT BE
         CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
         ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
         AGREEMENTS AMONG THE PARTIES.

                  (Remainder of page intentionally left blank)













FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT - Page 4
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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective duly authorized officers as of the date first
above written.

                                             F.Y.I.:

                                             F.Y.I. INCORPORATED

                                             By: /s/  Timothy J. Barker
                                                 ------------------------------
                                                 Timothy J. Barker
                                                 Senior Vice President

                                             LENDERS:

Commitment:                                  PARIBAS, as Agent and a Lender
$35,000,000

                                             By: /s/ Clark C. King, III
                                                 ------------------------------
                                             Name:   Clark C. King III
                                             Title:  Managing Director

                                             By: /s/ Michael C. Colias
                                                 ------------------------------
                                             Name:   Michael C. Colias
                                             Title:  Assistant Vice President

Commitment:                                  BANK OF AMERICA, N.A.,
$35,000,000                                  as Co-Agent and a Lender

                                             By: /s/ Steven A. Mackenzie
                                                 ------------------------------
                                             Name:   Steven A. Mackenzie
                                             Title:  Vice President

Commitment:                                  BANK ONE, TEXAS, N.A.,
$35,000,000                                  as Co-Agent and a Lender

                                             By: /s/ Gina A. Norris
                                                 ------------------------------
                                             Name:   Gina A. Norris
                                             Title:  Managing Director

Commitment:                                  TEXAS CAPITAL BANK,
$10,000,000                                  NATIONAL ASSOCIATION, as a Lender

                                             By: /s/ Russell Hartsfeld
                                                 ------------------------------

                                             Name:   Russell Hartsfield
                                             Title:  Senior Vice President

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT - Page 5
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Commitment:                                  WELLS FARGO BANK TEXAS,
$35,000,000                                  NATIONAL ASSOCIATION, successor by
                                             consolidation to Wells Fargo Bank
                                             (Texas), National Association, as a
                                             Lender

                                             By: /s/ Zach S. Johnson
                                                 ------------------------------
                                             Name:   Zach S. Johnson
                                             Title:  Assistant Vice President

Commitment:                                  SUNTRUST BANK, ATLANTA,
$25,000,000                                  as a Lender

                                             By: /s/ Daniel S. Komitor
                                                 ------------------------------
                                             Name:   Daniel S. Komitor
                                             Title:  Director




FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT - Page 6
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         Each of the undersigned hereby consents and agrees to this
Amendment, and each of the undersigned agrees that the Guaranty and the
Security Agreements (if any) executed by such Loan Party shall remain in full
force and effect and shall continue to be the legal, valid and binding
obligations of such Loan Party enforceable against such Loan Party in
accordance with its respective terms and agrees that the "Obligations," as
defined in the Credit Agreement, shall include all indebtedness under the
Credit Agreement, as amended hereby, including, without limitation, the
indebtedness evidenced by the new Notes executed pursuant hereto.

LOAN PARTIES:

APS SERVICES ACQUISITION CORP.
ACADIAN CONSULTANTS CORP.
ADVANCED DIGITAL GRAPHICS, INC.
AMERICAN ECONOMICS GROUP ACQUISITION CORP.
AMERICAN ECONOMICS GROUP, INC.
ASSOCIATE RECORD TECHNICIAN SERVICES ACQUISITION CORP.
B&B (BALTIMORE-WASHINGTON) ACQUISITION CORP.
BANKNOTE PRINTING COMPANY
CH ACQUISITION CORP.
CALIFORNIA MEDICAL RECORD SERVICE ACQUISITION CORP.
COPYRIGHT ACQUISITION CORP.
COPYRIGHT INC.
CREATIVE MAILINGS, INC.
DATA ENTRY & INFORMATIONAL SERVICES ACQUISITION CORP.
DATA ENTRY & INFORMATIONAL SERVICES, INC.
DPAS ACQUISITION CORP.
DEBARI ASSOCIATES ACQUISITION CORP.
DELIVEREX ACQUISITION CORP. (successor in interest by merger to Deliverex
    Sacramento Acquisition Corp.)
DELIVEREX SACRAMENTO ACQUISITION CORP.
DISC ACQUISITION CORP.
DOCTEX ACQUISITION CORP.
EAGLE LEGAL SERVICES ACQUISITION CORP.
ECONOMIC RESEARCH SERVICES, INC.
EXIGENT COMPUTER GROUP ACQUISITION CORP.
EXIGENT COMPUTER GROUP, INC.
F.Y.I. CORPORATE ACQUISITION CORP.
F.Y.I. DIRECT INC.
F.Y.I. DISCOVERY SERVICES INCORPORATED (formerly known as Robert A. Cook
    Acquisition Corp. and successor in interest by merger to Delaware Major
    Acquisition Corp.)
F.Y.I. ETRIEVE INCORPORATED
F.Y.I. HEALTHSERVE INCORPORATED
F.Y.I. IMAGE INC.
F.Y.I. INPUT INC.
F.Y.I. INTEGRATION SOLUTIONS INC.
F.Y.I. LEGAL INCORPORATED
F.Y.I. PRINT INC.
F.Y.I. RECORDS INC.
F.Y.I. STORAGE INC.
F.Y.I. INVESTMENTS, INC.
GLOBAL DIRECT ACQUISITION CORP.

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT - Page 7
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GLOBAL DIRECT, INC.
HEALTHSERVE V.C. CORP.
IMAGENT ACQUISITION CORP.
IMC MANAGEMENT, INC.
INFORMATION MANAGEMENT SERVICES ACQUISITION CORP.
INFORMATION MANAGEMENT SERVICES, INC.
INPUT MANAGEMENT, INC.
LIFO MANAGEMENT, INC.
LEONARD ARCHIVES ACQUISITION CORP.
MAILING AND MARKETING ACQUISITION CORP.
MANAGED CARE PROFESSIONALS ACQUISITION CORP.
MANAGED CARE PROFESSIONALS, INC.
MAVRICC MANAGEMENT SYSTEMS, INC.
MMS ESCROW AND TRANSFER AGENCY, INC.
MMS SECURITIES, INC.
MEDICOPY ACQUISITION CORP.
MICRO PUBLICATION SYSTEMS, INC.
MICROFILM DISTRIBUTION SERVICES, INC.
MICROFILMING SERVICES, INC.
MINNESOTA MEDICAL RECORD SERVICE ACQUISITION CORP.
NBDE ACQISITON CORP.
NORTHERN MINNESOTA MEDICAL RECORD SERVICES ACQUISITION CORP.
PENINSULA RECORD MANAGEMENT, INC.
PERMANENT RECORDS MANAGEMENT, INC.
PMI IMAGING SYSTEMS ACQUISITION CORP.
PMI IMAGING SYSTEMS, INC.
PREMIER ACQUISITION CORP.
QUALITY DATA CONVERSIONS ACQUISITION CORP.
QUALITY DATA CONVERSIONS, INC.
QCS INET ACQUISITION CORP.
QUALITY COPY ACQUISITION CORP.
RAC (CALIFORNIA) ACQUISITION CORP.
RESEARCHERS ACQUISITION CORP.
RECORDEX ACQUISITION CORP.
RUST CONSULTING ACQUISITION CORP.
RUST CONSULTING, INC.
TAPS ACQUISITION CORP.
T.C.H. GROUP, INC.
TCH MAILHOUSE, INC.
THE RUST CONSULTING GROUP, INC.
ZIA INFORMATION ANALYSIS GROUP, INC. (formerly known as ZIA ACQUISITION CORP.)
ZIP SHRED CANADA ACQUISITION CORP.
ZIPSHRED, INC.

By:     /s/ Timothy J. Barker
        ------------------------------------------------------------------------
        Timothy J. Barker, Authorized Officer for each of the corporations above


FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT - Page 8

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INPUT OF TEXAS, L.P. (formerly known as Input of Texas, Inc.)

By:  Input Management, Inc., its general partner

         By:   /s/      Timothy J. Barker
               -----------------------------------------
               Timothy J. Barker, Vice President

LIFO SYSTEMS, L.P. (formerly known as LIFO Systems, Inc.)

By:  LIFO Management, Inc., its general partner

         By:   /s/        Timothy J. Barker
               -----------------------------------------
               Timothy J. Barker, Vice President

PERMANENT RECORDS, L.P. (successor, by merger, to Texas Medical Record Service
         Acquisition Corp. and Permanent Records Acquisition Corp.)

By:  Permanent Records Management, Inc., its general partner

         By:   /s/      Timothy J. Barker
               -----------------------------------------
               Timothy J. Barker, Vice President

IMC, L.P.

By: IMC Management, Inc., its general partner

         By:   /s/      Timothy J. Barker
               -----------------------------------------
               Timothy J. Barker, Vice President


FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT - Page 9