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                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                                JONATHAN B. SHAW

This Amended and Restated Employment Agreement (the "Agreement") by and between
F.Y.I. Incorporated, a Delaware corporation ("F.Y.I." or the "Company") and
Jonathan B. Shaw ("Employee") is hereby entered into and effective as of the
date of January 26, 2000. This Agreement hereby supersedes any other employment
agreements or understandings; written or oral, between the Imagent Acquisition
Corp., F.Y.I. and Employee.

                                 R E C I T A L S

The following statements are true and correct:

As of the date of this Agreement, the Company is engaged primarily in the
business of providing document management and information management services.

Employee is employed hereunder by the Company in a confidential relationship
wherein Employee, in the course of his employment with the Company, has and will
continue to become familiar with and aware of information as to the Company's
customers, specific manner of doing business, including the processes,
techniques and trade secrets utilized by the Company, and future plans with
respect thereto, all of which has been and will be established and maintained at
great expense to the Company; this information is a trade secret and constitutes
the valuable goodwill of the Company.

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

                               A G R E E M E N T S

         1.  EMPLOYMENT AND DUTIES.

         (a) The Company hereby employs Employee as Business Segment Manager and
officer of several subsidiaries. As such, Employee shall have responsibilities,
duties and authority reasonably accorded to and expected of a Business Segment
Manager and officer of several subsidiaries. Employee hereby accepts this
employment upon the terms and conditions herein contained and,

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subject to paragraph 1(b), agrees to devote his working time, attention and
efforts to promote and further the business of the Company.

         (b) Employee shall not, during the term of his employment hereunder,
be engaged in any other business activity pursued for gain, profit or other
pecuniary advantage except to the extent that such activity (i) does not
interfere with Employee's duties and responsibilities hereunder and (ii) does
not violate paragraph 3 hereof. The foregoing limitations shall not be
construed as prohibiting Employee from making personal investments in such
form or manner as will neither require his services in the operation or
affairs of the companies or enterprises in which such investments are made
nor violate the terms of paragraph 3 hereof.

         2. COMPENSATION. For all services rendered by Employee, the Company
shall compensate Employee as follows:

         (a) BASE SALARY. The base salary payable to Employee shall be $198,000
per year, payable on a regular basis in accordance with the Company's standard
payroll procedures but not less than monthly. On at least an annual basis, the
Board will review Employee's performance and may make increases to such base
salary if, in its discretion, any such increase is warranted. Such recommended
increase would, in all likelihood, require approval by the Board or a duly
constituted committee thereof.

         (b) INCENTIVE BONUS PLAN. For 2000 and subsequent years, it is the
Company's intent to develop a written Incentive Bonus Plan setting forth the
criteria under which Employee will be eligible to receive year-end bonus awards.
Employee is eligible to participate in the Bonus Plan up to 50% of base pay.
Employee acknowledges receipt of Warrant No. 42 in payment for any 2000 Bonus
opportunity.

         (c) EXECUTIVE PERQUISITES, BENEFITS AND OTHER COMPENSATION. Employee
shall be entitled to receive additional benefits and compensation from the
Company in such form and to such extent as specified below:

             (i) Payment of all premiums for coverage for Employee and his
         dependent family members under health, hospitalization, disability,
         dental, life and other insurance plans that the Company may have in
         effect from time to time, with benefits provided to Employee under this
         clause (i) to be at least equal to such benefits provided to F.Y.I.
         executives.

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                  (ii) Reimbursement for all business travel and other
         out-of-pocket expenses reasonably incurred by Employee in the
         performance of his services pursuant to this Agreement. All
         reimbursable expenses shall be appropriately documented in reasonable
         detail by Employee upon submission of any request for reimbursement,
         and in a format and manner consistent with the Company's expense
         reporting policy.

                  (iii) Four (4) weeks paid vacation for each year during the
         period of employment or such greater amount as may be afforded officers
         and key employees generally under the Company's policies in effect from
         time to time (pro rated for any year in which Employee is employed for
         less than the full year).

                  (iv) The Company shall provide Employee a $500 per month car
         allowance (determined on a pre-tax basis).

                  (v) The Company shall reimburse Employee up to $200 per month
         for club dues actually incurred by Employee, PROVIDED that such club is
         used at least 50 percent of the time for business purposes.

                  (vi) The Company shall provide Employee with other executive
         perquisites as may be available to or deemed appropriate for Employee
         by the Board and participation in all other Company-wide employee
         benefits as available from time to time, which may include
         participation in F.Y.I.'s 1995 Long-Term Incentive Compensation Plan.

         3.       NON-COMPETITION AGREEMENT.

         (a)      Subject to Section 3(c), Employee will not, during the
period of his employment by or with the Company, and for a period of two (2)
years immediately following the termination of his employment under this
Agreement, for any reason whatsoever, directly or indirectly, for himself or
on behalf of or in conjunction with any other person, persons, company,
partnership, corporation or business of whatever nature:

                  (i) engage, as an officer, director, shareholder, owner,
         partner, joint venturer, or in a managerial capacity, whether as an
         employee, independent contractor, consultant or advisor, or as a sales
         representative, in any business selling any products or services in
         direct competition with the Company, within 100 miles of (i) the
         principal executive offices of the Company or (ii) any place to which
         the Company provides products or services or in which the Company is in
         the process of initiating business operations during the term of this
         covenant (collectively, the "Territory");

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                  (ii) call upon any person who is, at that time, within the
         Territory, an employee of the Company (including the respective
         subsidiaries thereof) in a managerial capacity for the purpose or with
         the intent of enticing such employee away from or out of the employ of
         the Company (including the respective subsidiaries thereof), provided
         that Employee shall be permitted to call upon and hire any member of
         his or her immediate family;

                  (iii) call upon any person or entity which is, at that time,
         or which has been, within one (1) year prior to that time, a customer
         of the Company (including the respective subsidiaries thereof) within
         the Territory for the purpose of soliciting or selling products or
         services in direct competition with the Company within the Territory;

                  (iv) call upon any prospective acquisition candidate, on
         Employee's own behalf or on behalf of any competitor, which candidate
         was either called upon by the Company (including the respective
         subsidiaries thereof) or for which the Company made an acquisition
         analysis, for the purpose of acquiring such entity, provided that the
         Employee shall not be charged with violating this section unless and
         until the Employee shall have knowledge or notice that such prospective
         acquisition candidate was called upon, or that an acquisition analysis
         was made for the purpose of acquiring such entity; or

                  (v) disclose customers, whether in existence or proposed, of
         the Company (or the respective Subsidiaries thereof) to any person,
         firm, partnership, corporation or business for any reason or purpose
         whatsoever.

         Notwithstanding the above, the foregoing covenant shall not be deemed
to prohibit Employee from acquiring as an investment not more than three percent
(3%) of the capital stock of a competing business, whose stock is traded on a
national securities exchange or over-the-counter.

         (b)      Because of the difficulty of measuring economic losses to
the Company as a result of a breach of the foregoing covenant, and because of
the immediate and irreparable damage that could be caused to the Company for
which they would have no other adequate remedy, Employee agrees that the
foregoing covenant may be enforced by the Company in the event of breach by
him by injunctions and restraining orders.

         (c)      It is agreed by the parties that the foregoing covenants in
this paragraph 3 impose a reasonable restraint on Employee in light of the
activities

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and business of the Company on the date of the execution of this Agreement
and the current plans of F.Y.I.; but it is also the intent of the Company and
Employee that such covenants be construed and enforced in accordance with the
changing activities, business and locations of the Company throughout the
term of this covenant, whether before or after the date of termination of the
employment of Employee, subject to the following paragraph. For example, if,
during the term of this Agreement, the Company engages in new and different
activities, enters a new business or established new locations for its
current activities or business in addition to or other than the activities or
business enumerated under the Recitals above or the locations currently
established therefore, then Employee will be precluded from soliciting the
customers or employees of such new activities or business or from such new
location and from directly competing with such new business within 100 miles
of its then-established operating location(s) through the term of this
covenant.

                  It is further agreed by the parties hereto that, in the
event that Employee shall cease to be employed hereunder, and shall enter
into a business or pursue other activities not in competition with the
Company, or similar activities or business in locations the operation of
which, under such circumstances, does not violate clause (i) of this
paragraph 3, and in any event such new business, activities or location are
not in violation of this paragraph 3 or of Employee's obligations under this
paragraph 3, if any, Employee shall not be chargeable with a violation of
this paragraph 3 if the Company shall thereafter enter the same, similar or a
competitive (i) business, (ii) course of activities or (iii) location, as
applicable.

         (d)      The covenants in this paragraph 3 are severable and
separate, and the unenforceability of any specific covenant shall not affect
the provisions of any other covenant. Moreover, in the event any court of
competent jurisdiction shall determine that the scope, time or territorial
restrictions set forth are unreasonable, then it is the intention of the
parties that such restrictions be enforced to the fullest extent which the
court deems reasonable, and the Agreement shall thereby be reformed.

         (e)      All of the covenants in this paragraph 3 shall be construed
as an agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Employee against the Company,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by the Company of such covenants. It is
specifically agreed that the period of two (2) years stated at the beginning
of this paragraph 3, during which the agreements and covenants of Employee
made in this paragraph 3 shall

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be effective, shall be computed by excluding from such computation any time
during which Employee is in violation of any provision of this paragraph 3.

         4.       [Intentionally left blank.]

         5.       TERM; TERMINATION; RIGHTS ON TERMINATION. The term of this
Agreement shall begin on the date hereof and continue for one (1) year (the
"Initial Term"). This Agreement and Employee's employment may be terminated
in any one of the followings ways:

                  (a) DEATH. The death of Employee shall immediately terminate
         the Agreement with no severance compensation due to Employee's estate.

                  (b) DISABILITY. If, as a result of incapacity due to physical
         or mental illness or injury, Employee shall have been absent from his
         full-time duties hereunder for four (4) consecutive months, then thirty
         (30) days after receiving written notice (which notice may occur before
         or after the end of such four (4) month period, but which shall not be
         effective earlier than the last day of such four (4) month period), the
         Company may terminate Employee's employment hereunder provided Employee
         is unable to resume his full-time duties at the conclusion of such
         notice period. Also, Employee may terminate his employment hereunder if
         his health should become impaired to an extent that makes the continued
         performance of his duties hereunder hazardous to his physical or mental
         health or his life, provided that Employee shall have furnished the
         Company with a written statement from a qualified doctor to such effect
         and provided, further, that, at the Company's request made within
         thirty (30) days of the date of such written statement, Employee shall
         submit to an examination by a doctor selected by the Company who is
         reasonably acceptable to Employee or Employee's doctor and such doctor
         shall have concurred in the conclusion of Employee's doctor. In the
         event this Agreement is terminated as a result of Employee's
         disability, Employee shall receive from the Company, in a lump-sum
         payment due within ten (10) days of the effective date of termination,
         the base salary at the rate then in effect for whatever time period is
         remaining under the Initial Term of this Agreement or for one (1) year,
         whichever amount is greater.

                  (c) GOOD CAUSE. The Company may terminate the Agreement ten
         (10) days after written notice to Employee for good cause, which shall
         be: (1) Employee's material and irreparable breach of this Agreement;
         (2) Employee's gross negligence in the performance or intentional
         nonperformance (continuing for ten (10) days after receipt of the
         written

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         notice) of any of Employee's material duties and responsibilities
         hereunder; (3) Employee's dishonesty, fraud or misconduct with
         respect to the business or affairs of the Company which materially
         and adversely affects the operations or reputation of the Company;
         (4) Employee's conviction of a felony crime; or (5) chronic alcohol
         abuse or illegal drug abuse by Employee. In the event of a
         termination for good cause, as enumerated above, Employee shall have
         no right to any severance compensation.

                  (d) WITHOUT CAUSE. At any time after the commencement of
         employment, the Company may, without cause, terminate this Agreement
         and Employee's employment, effective thirty (30) days after written
         notice is provided to the Employee. Employee may only be terminated
         without cause by the Company during the Initial Term hereof if such
         termination is approved by at least sixty-six percent (66%) of the
         members of the Board of Directors of F.Y.I. Should Employee terminate
         his employment for Good Reason, Employee shall receive from the
         Company, in a lump-sum payment due on the effective date of
         termination, the base salary at the rate then in effect for whatever
         time period is remaining under the Initial Term of this Agreement or
         for one (1) year, whichever amount is greater. Further, in the event
         any termination by the Employee for Good Reason, the period set forth
         in paragraph 3(a) during which the terms of paragraph 3 apply shall be
         reduced to one (1) year from the date of termination of employment.

                  (e) CHANGE IN CONTROL OF F.Y.I. Refer to paragraph 12 below.

                  (f) TERMINATION BY EMPLOYEE FOR GOOD REASON. The Employee may
         terminate his employment hereunder for "Good Reason." As used herein,
         "Good Reason" shall mean the continuance of any of the following after
         15 days' prior written notice by Employee to the Company, specifying
         the basis for such Employee's having Good Reason to terminate this
         Agreement:

                      (i) the assignment to Employee of any duties
                  materially and adversely inconsistent with the Employee's
                  position as specified in paragraph 1 hereof (or such other
                  position to which he may be promoted), including status,
                  offices, responsibilities or persons to whom the Employee
                  reports as contemplated under paragraph 1 of this Agreement,
                  or any other action by the Company which results in a material
                  and adverse change in such position, status, offices, titles
                  or responsibilities;

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                           (ii) Employee's removal from, or failure to be
                  reappointed or reelected to, Employee's position under this
                  Agreement, except as contemplated by paragraphs 5(a), (b), (c)
                  and (e); or

                           (iii) any other material breach of this Agreement by
                  the Company, including the failure to pay Employee on a timely
                  basis the amounts to which he is entitled under this
                  Agreement.

In the event of any dispute with respect to the termination by the Employee for
Good Reason, such dispute shall be resolved pursuant to the provisions of
paragraph 16 below. In the event that it is determined that Good Reason did
exist, the Company shall pay all amounts and damages to which Employee may be
entitled as a result of such breach, including interest thereon and all
reasonable legal fees and expenses and other costs incurred by Employee to
enforce his rights hereunder. Should Employee terminate his employment for Good
Reason, Employee shall receive from the Company, in a lump-sum payment due on
the effective date of termination, the base salary at the rate then in effect
for whatever time period is remaining under the Initial Term of this Agreement
or for one (1) year, whichever amount is greater. Further, in the event any
termination by the Employee for Good Reason, the period set forth in paragraph
3(a) during which the terms of paragraph 3 apply shall be reduced to one (1)
year from the date of termination of employment.

                  (g) TERMINATION BY EMPLOYEE WITHOUT CAUSE. If Employee resigns
         or otherwise terminates his employment without Good Reason pursuant to
         paragraph 5(f), Employee shall receive no severance compensation.

Upon termination of this Agreement for any reason provided in clauses (a)
through (g) above, Employee shall be entitled to receive all compensation earned
and all benefits and reimbursements vested or due through the effective date of
termination. Additional compensation subsequent to termination, if any, will be
due and payable to Employee only to the extent and in the manner expressly
provided above or in paragraph 16. All other rights and obligations, the Company
and Employee under this Agreement shall cease as of the effective date of
termination, except that the Company's obligations under paragraph 9 herein and
Employee's obligations under paragraphs 3, 6, 7, 8 and 10 herein shall survive
such termination in accordance with their terms.

         6. RETURN OF COMPANY PROPERTY. All records, designs, patents,
business plans, financial statements, manuals, memoranda, lists and other
property delivered to or compiled by Employee by or on behalf of the Company,
their representatives, vendors or customers which pertain to the business of
the

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<PAGE>

Company shall be and remain the property of the Company, as the case may be,
and be subject at all times to their discretion and control. Likewise, all
correspondence, reports, records, charts, advertising materials and other
similar data pertaining to the business, activities or future plans of the
Company which is collected by Employee shall be delivered promptly to the
Company without request by it upon termination of Employee's employment.

         7. INVENTIONS. Employee shall disclose promptly to the Company any
and all significant conceptions and ideas for inventions, improvements and
valuable discoveries, whether patentable or not, which are conceived or made
by Employee, solely or jointly with another, during the period of employment
or within one (1) year thereafter, and which are directly related to the
business or activities of the Company and which Employee conceives as a
result of his employment by the Company. Employee hereby assigns and agrees
to assign all his interests therein to the Company or its nominee. Whenever
requested to do so by the Company, Employee shall execute any and all
applications, assignments or other instruments that the Company shall deem
necessary to apply for and obtain Letters Patent of the United States or any
foreign country or to otherwise protect the Company's interest therein.

         8. TRADE SECRETS. Employee agrees that he will not, during or after
the term of this Agreement with the Company, disclose the specific terms of
the Company's relationships or agreements with their respective significant
vendors or customers or any other significant and material trade secret of
the Company, whether in existence or proposed, to any person, firm,
partnership, corporation or business for any reason or purpose whatsoever.

         9. INDEMNIFICATION. In the event Employee is made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by the
Company against Employee), by reason of the fact that he is or was performing
services under this Agreement, then the Company shall indemnify Employee
against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement, as actually and reasonably incurred by Employee
in connection therewith. In the event that both Employee and the Company are
made a party to the same third-party action, complaint, suit or proceeding,
the Company agrees to engage competent legal representation, and Employee
agrees to use the same representation, provided that if counsel selected by
the Company shall have a conflict of interest that prevents such counsel from
representing Employee, Employee may engage separate counsel and the Company
shall pay all attorneys' fees of such separate counsel. Further, while
Employee is expected at all times to use his best efforts to faithfully
discharge his duties under this Agreement,

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<PAGE>

Employee cannot be held liable to the Company for errors or omissions made in
good faith where Employee has not exhibited gross, willful and wanton
negligence and misconduct or performed criminal and fraudulent acts which
materially damage the business of the Company.

         10. NO PRIOR AGREEMENTS. Employee hereby represents and warrants to the
Company that the execution of this Agreement by Employee and his employment by
the Company and the performance of his duties hereunder will not violate or be a
breach of any agreement with a former employer, client or any other person or
entity. Further, Employee agrees to indemnify the Company for any claim,
including, but not limited to, attorneys' fees and expenses of investigation, by
any such third party that such third party may now have or may hereafter come to
have against the Company based upon or arising out of any non-competition
agreement, invention or secrecy agreement between Employee and such third party
which was in existence as of the date of this Agreement.

         11. ASSIGNMENT; BINDING EFFECT. Employee understands that he has been
selected for employment by the Company on the basis of his personal
qualifications, experience and skills. Employee agrees, therefore, he cannot
assign all or any portion of his performance under this Agreement. Subject to
the preceding two (2) sentences and the express provisions of paragraph 12
below, this Agreement shall be binding upon, inure to the benefit of and be
enforceable by the parties hereto and their respective heirs, legal
representatives, successors and assigns.

         12.  CHANGE IN CONTROL.

         (h)  Unless he elects to terminate this Agreement pursuant to (c)
below, Employee understands and acknowledges that the Company may be merged
or consolidated with or into another entity and that such entity shall
automatically succeed to the rights and obligations of the Company hereunder.

         (i)  In the event of a pending Change in Control wherein the Company
and Employee have not received written notice at least five (5) business days
prior to the anticipated closing date of the transaction giving rise to the
Change in Control from the successor to all or a substantial portion of the
Company's business and/or assets that such successor is willing as of the
closing to assume and agree to perform the Company's obligations under this
Agreement in the same manner and to the same extent that the Company is
hereby required to perform, then such Change in Control shall be deemed to be
a termination of this Agreement by the Company without cause and the
applicable portions of paragraph 5(d) will apply; however, under such
circumstances, the amount of the

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lump-sum severance payment due to Employee shall be triple the amount
calculated under the terms of paragraph 5(d) and the non-competition
provisions of paragraph 3 shall not apply whatsoever.

         (j)      In any Change in Control situation in which Employee has
received written notice from the successor to the Company that such successor
is willing to assume the Company's obligations hereunder, Employee may
nonetheless, at his sole discretion, elect to terminate this Agreement by
providing written notice to the Company at least five (5) business days prior
to the anticipated closing of the transaction giving rise to the Change in
Control. In such case, the applicable provisions of paragraph 5(d) will apply
as though the Company had terminated the Agreement without cause; however,
under such circumstances, the amount of the lump-sum severance payment due to
Employee shall be 150% the amount calculated under the terms of paragraph
5(d) and the non-competition provisions of paragraph 3 shall all apply for a
period of one (1) year from the effective date of termination.

         (k)      For purposes of applying paragraph 5 under the
circumstances described in (b) and (c) above, the effective date of
termination will be the closing date of the transaction giving rise to the
Change in Control and all compensation, reimbursements and lump-sum payments
due Employee must be paid in full by the Company at or prior to such closing.
Further, Employee will be given sufficient time and opportunity to elect
whether to exercise all or any of his vested options to purchase F.Y.I.
Common Stock, including any options with accelerated vesting under the
provisions of F.Y.I.'s 1995 Long-Term Incentive Compensation Plan, such that
he may convert the options to shares of F.Y.I. Common Stock at or prior to
the closing of the transaction giving rise to the Change in Control, if he so
desires.

         (l)      A "Change in Control" shall be deemed to have occurred if:

                  (i) any person, other than the F.Y.I. or an employee benefit
         plan of F.Y.I., acquires directly or indirectly the Beneficial
         Ownership (as defined in Section 13(d) of the Securities Exchange Act
         of 1934, as amended) of any voting security of the Company and
         immediately after such acquisition such Person is, directly or
         indirectly, the Beneficial Owner of voting securities representing 50%
         or more of the total voting power of all of the then-outstanding voting
         securities of the Company;

                  (ii) the individuals (A) who, as of the effective date of
         F.Y.I.'s registration statement with respect to its initial public
         offering, constitute the Board of Directors of F.Y.I. (the "Original
         Directors") or (B) who thereafter are elected to the Board of Directors
         of F.Y.I. and whose election,

                                   -11-
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         or nomination for election, to the Board of Directors of F.Y.I. was
         approved by a vote of at least two-thirds (2/3) of the Original
         Directors then still in office (such directors becoming "Additional
         Original Directors" immediately following their election) or (C) who
         are elected to the Board of Directors of F.Y.I. and whose election,
         or nomination for election, to the Board of Directors of F.Y.I. was
         approved by a vote of at least two-thirds (2/3) of the Original
         Directors and Additional Original Directors then still in office
         (such directors also becoming "Additional Original Directors"
         immediately following their election), cease for any reason to
         constitute a majority of the members of the Board of Directors of
         F.Y.I.;

                  (iii) the stockholders of F.Y.I. shall approve a merger,
         consolidation, recapitalization, or reorganization of F.Y.I., a reverse
         stock split of outstanding voting securities, or consummation of any
         such transaction if stockholder approval is not sought or obtained,
         other than any such transaction which would result in at least 75% of
         the total voting power represented by the voting securities of the
         surviving entity outstanding immediately after such transaction being
         Beneficially Owned by at least 75% of the holders of outstanding voting
         securities of F.Y.I. immediately prior to the transaction, with the
         voting power of each such continuing holder relative to other such
         continuing holders not substantially altered in the transaction; or

                  (iv) the stockholders of F.Y.I. shall approve a plan of
         complete liquidation of F.Y.I. or an agreement for the sale or
         disposition by F.Y.I. of all or a substantial portion of F.Y.I.'s
         assets (i.e., 50% or more of the total assets of F.Y.I.).

         (m)      Employee shall be reimbursed by the Company or its
successor for any excise taxes that Employee incurs under Section 4999 of the
Internal Revenue Code of 1986, as a result of any Change in Control. Such
amount will be due and payable by the Company or its successor within ten
(10) days after Employee delivers a written request for reimbursement
accompanied by a copy of his tax return(s) showing the excise tax actually
incurred by Employee and detailed supporting calculations of an accounting
firm selected by Employee used to determine such excise tax. If the Company's
accounting firm shall disagree with such determination, the parties shall
select an independent accounting firm to make a final determination. The
costs of such independent accounting firm shall be shared equally by the
parties.

         13. COMPLETE AGREEMENT. This Agreement is not a promise of future
employment. Employee has no oral representations, understandings or

                                   -12-
<PAGE>

agreements with the Company or any of its officers, directors or
representatives covering the same subject matter as this Agreement. This
written Agreement is the final, complete and exclusive statement and
expression of the agreement between the Company and Employee and of all the
terms of this Agreement, and it cannot be varied, contradicted or
supplemented by evidence of any prior or contemporaneous oral or written
agreements. This written Agreement may not be later modified except by a
further writing signed by a duly authorized officer of the Company and
Employee, and no term of this Agreement may be waived except by writing
signed by the party waiving the benefit of such term.

         14. NOTICE. Whenever any notice is required hereunder, it shall be
given in writing addressed as follows:

         To F.Y.I.:        Locke Liddell & Sapp LLP
                           2200 Ross Avenue, Suite 2200
                           Dallas, Texas 75201-6776
                           Attention:  Charles C. Reeder, Esq.

         With a copy to:   F.Y.I. Incorporated
                           3232 McKinney Avenue, Suite 900
                           Dallas, Texas 75204-7418
                           Attention:  Margot T. Lebenberg
                                       Senior Vice President and General Counsel

         To Employee:      Jonathan B. Shaw
                           25 Evan Way
                           Pikesville, MD  21208

Notice shall be deemed given and effective three (3) days after the deposit
in the U.S. mail of a writing addressed as above and sent first class mail,
certified, return receipt requested, or when actually received. Either party
may change the address for notice by notifying the other party of such change
in accordance with this paragraph 14.

         15. SEVERABILITY; HEADINGS. If any portion of this Agreement is held
invalid or inoperative, the other portions of this Agreement shall be deemed
valid and operative and, so far as is reasonable and possible, effect shall
be given to the intent manifested by the portion held invalid or inoperative.
The paragraph headings herein are for reference purposes only and are not
intended in any way

                                   -13-
<PAGE>

to describe, interpret, define or limit the extent or intent of the Agreement
or of any part hereof.

         16. ARBITRATION. Any unresolved dispute or controversy arising under
or in connection with this Agreement shall be settled exclusively by
arbitration, conducted before a panel of three (3) arbitrators in Dallas,
Texas, in accordance with the rules of the American Arbitration Association
then in effect. The arbitrators shall not have the authority to add to,
detract from, or modify any provision hereof nor to award punitive damages to
any injured party. The arbitrators shall have the authority to order
back-pay, severance compensation, vesting of options (or cash compensation in
lieu of vesting of options), reimbursement of costs, including those incurred
to enforce this Agreement, and interest thereon in the event the arbitrators
determine that Employee was terminated without disability or good cause, as
defined in paragraphs 5(b) and 5(c), respectively, or that the Company has
otherwise materially breached this Agreement. A decision by a majority of the
arbitration panel shall be final and binding. Judgment may be entered on the
arbitrators' award in any court having jurisdiction. The direct expense of
any arbitration proceeding shall be borne by the Company.

         17. [Intentionally left blank.]

         18. GOVERNING LAW. This Agreement shall in all respects be construed
according to the laws of the State of Delaware.

         19. COUNTERPARTS. This Agreement may be executed simultaneously in
two (2) or more counterparts, each of which shall be deemed an original and
all of which together shall constitute but one and the same instrument.


                                   -14-
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.



                                    EMPLOYEE:



                                    /s/ Jonathan B. Shaw
                                    -----------------------------



                                    F.Y.I. INCORPORATED



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