<PAGE>   1
                                                                   EXHIBIT 10.36


                              EMPLOYMENT AGREEMENT
                             JOHN D. (JACK) KEARNEY

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
the 5th day of January, 1998 by and between John D. (Jack) Kearney ("Employee")
and F.Y.I. Incorporated, a Delaware corporation (the "Company"). This Agreement
hereby supersedes any other employment agreements or understandings, written or
oral, between the Company and Employee.

                                    RECITALS

         The following statements are true and correct:

         As of the date of this Agreement, the Company is engaged primarily in
the document management services business (the "Business").

         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:


                                   AGREEMENTS

         1.  Employment and Duties.

         (a) The Company hereby employs Employee as a Vice President-Corporate
Development. As such, Employee shall have responsibilities, duties and authority
reasonably accorded to and expected of a Vice President-Corporate Development
and will report directly to the Executive Vice President-Corporate Development
of the Company. Employee hereby accepts this employment upon the terms and
conditions herein contained and, subject to paragraph 1(b), agrees to devote his
working time, attention and efforts to promote and further the business of the
Company.




<PAGE>   2



         (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 does not interfere
with Employee's duties and responsibilities hereunder. 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.

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

         (a) Base Salary; Annual Bonus. The base salary payable to Employee
shall be $150,000 per year, payable on a regular basis in accordance with the
Company's standard payroll procedures but not less than monthly (pro-rated for
any year in which Employee is employed for less than the full year). For 1998
and subsequent years, it is the Company's intent to develop a written Incentive
Bonus Plan setting forth the criteria under which Employee and other officers
and key employees will be eligible to receive year-end bonus awards. Employee
shall be eligible for a bonus opportunity of up to 50% of Employee's annual base
salary in accordance with this Incentive Bonus Plan, pro-rated for any year in
which Employee was employed for less than the full year. The award of any bonus
shall be based on the total performance of the Employee and the Company. The
incremental payments and the Company's targeted performance shall be determined
by the Board of Directors (the "Board") or the compensation committee thereof.

         (b) 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
         Employee's dependent family members under health, hospitalization,
         disability, dental and other insurance plans that the Company may have
         in effect from time to time.

                  (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 and a $500 per
         month car allowance (determined on a pre-tax basis). 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).



                                        2

<PAGE>   3



                  (iv) 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 the Company's 1996 Long-Term Incentive Compensation
         Plan.

                  (v) Employee shall be granted options (the "Options") to
         acquire 40,000 shares of Common Stock at the fair market value on the
         date hereof. The Options shall become exercisable as to 40% of the
         underlying shares one year following the date hereof and as to the
         remainder, 20% of the underlying shares of Common Stock on each of the
         next three (3) anniversaries of the date hereof. The Options shall
         expire on the tenth anniversary of the date of grant. After six months
         of employment, Employee shall be eligible for an additional grant to
         acquire up to 10,000 shares of Common Stock based upon Employee's
         performance objectives ("Additional Options"). Such Additional Options
         shall vest 20% on each anniversary of the date of grant.

         3.  Place of Performance.

         (a) Employee understands that he may be requested by the Board of
Directors of the Company (the "Board") to relocate from his then current
residence to another geographic location in order to more efficiently carry out
his duties and responsibilities under this Agreement or as part of a promotion
or other increase in duties and responsibilities. In such event, if Employee
agrees to relocate, the Company will pay relocation costs up to $30,000 to move
Employee, his immediate family and their personal property and effects. Such
costs may include, by way of example, but are not limited to, pre-move visits to
search for a new residence, investigate schools or for other purposes; temporary
lodging and living costs prior to moving into a new permanent residence;
duplicate home carrying costs; and closing costs on the sale of Employee's
present residence and on the purchase of a comparable residence in the new
location. The general intent of the foregoing is to assist Employee with the
cost of the relocation, with an understanding that Employee will use his best
efforts to incur only those costs which are reasonable and necessary to effect a
smooth, efficient and orderly relocation with minimal disruption to the business
affairs of the Company and the personal life of Employee and his family.

         (b) Notwithstanding the above, if Employee is requested by the Board to
relocate and Employee refuses, such refusal shall not constitute "good cause"
for termination of this Agreement under the terms of paragraph 4(c).

         4.  Term; Termination; Rights on Termination. The term of this
Agreement shall begin on the date hereof and continue for one (1) year (the
"Term"). This Agreement and Employee's employment may be terminated in any one
of the following ways:

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



                                        3

<PAGE>   4



         (b) Disability. The Company will make efforts to reasonably accommodate
Employee as required by applicable state or federal disability laws. However,
the parties irrebutably presume that, given Employee's position, it would be an
undue hardship to the Company if Employee is absent for more than three (3)
consecutive months. Therefore, 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 three (3) consecutive months, then thirty (30) days after
receiving written notice (which notice may occur before or after the end of such
three (3) month period, but which shall not be effective earlier than the last
day of such three (3) 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 Term of this Agreement or for six (6) months, whichever amount is
greater.

         (c) Good Cause. The Company may terminate the Agreement five (5) days
after written notice to Employee for good cause, which shall be: (i) Employee's
breach of this Agreement; (ii) Employee's negligence in the performance or
nonperformance (continuing for five (5) days after receipt of the written
notice) of any of Employee's material duties and responsibilities hereunder;
(iii) Employee's dishonesty, fraud or misconduct with respect to the business or
affairs of the Company that adversely affects the operations or reputation of
the Company; (iv) Employee's conviction of a felony crime; or (v) 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 ten (10) days after written notice is provided to
Employee. Employee may only be terminated without cause by the Company during
the Term hereof if such termination is approved by the Board of Directors of the
Company. Should Employee be terminated by the Company without cause, 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 Term of this Agreement or for six (6) months,
whichever amount is greater.

         (e) Termination by Employee for Good Reason. Employee may terminate his
employment hereunder for "Good Reason." As used herein, "Good Reason" shall mean
the


                                        4

<PAGE>   5



continuance of any of the following after fifteen (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) Employee's removal from, or failure to be reappointed or
         reelected to, Employee's position under this Agreement, except as
         contemplated by paragraphs 4(a), (b) and (c); or

                  (ii) 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 Term of this Agreement or for
six (6) months, whichever amount is greater.

         (f) Termination by Employee Without Cause. If Employee resigns or
otherwise terminates his employment without Good Reason pursuant to paragraph
4(e), Employee shall receive no severance compensation.

Upon termination of this Agreement for any reason provided in clauses (a)
through (f) 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 of the
Company and Employee under this Agreement shall cease as of the effective date
of termination, except that the Company's obligations under paragraph 10 herein
and Employee's obligations under paragraphs 5, 6, 7, 10 and 11 herein shall
survive such termination in accordance with their terms.

         5.  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 or their
representatives, vendors or customers which pertain to the business of the
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 that is collected by Employee shall be


                                        5

<PAGE>   6



delivered promptly to the Company without request by it upon termination of
Employee's employment.

         6.  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 that 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.

         7.  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.

         8.  Disclosure of Information. Employee agrees that for a period of
three (3) years after the date hereof or during the term of this Agreement and
for a period of three (3) years thereafter, whichever is longer, without the
prior written consent of the Company, Employee shall not, directly or
indirectly, through any form of ownership, in any individual or representative
or affiliated capacity whatsoever, except as may be required by law, reveal,
divulge, disclose or communicate to any person, firm, association, corporation
or other entity in any manner whatsoever information of any kind, nature or
description concerning: (i) the names of any prior or present suppliers or
customers with respect to the Business, (ii) the prices for products or services
with respect to the Business, (iii) the names of personnel with respect to the
Business, (iv) the manner of operation with respect to the Business, (v) the
plans, trade secrets, or other data of any kind, nature or description, whether
tangible or intangible, with respect to the Business, or (vi) any other
financial, statistical or other information regarding the business acquired by
the Company that the Company designates or treats as confidential or
proprietary. The agreements set forth herein shall not apply to any information
that at the time of disclosure or thereafter is generally available to and known
by the public (other than as a result of a disclosure directly or indirectly by
Employee in violation of this Agreement). Without regard to whether any or all
of the foregoing matters would be deemed confidential, material or important,
the parties hereto stipulate that as between them, the same are important,
material and confidential and gravely affect the effective and successful
conduct of the Business and its goodwill.

         9.  Noncompetition. (a) Employee agrees that during the term of this
Agreement and, upon termination of Employee's employment by the Company for a
period of three (3) years thereafter, he shall not:


                                        6

<PAGE>   7



                  (i) Call upon, solicit, divert, take away or attempt to call
upon, solicit, divert or take away any existing customers, suppliers,
businesses, or accounts of the Business in connection with any business
substantially similar to the Business in the territory defined as 100 miles in
and around the Company's and its affiliates operations (the "Territory");

                  (ii) Hire, attempt to hire, contact or solicit with respect to
hiring for himself or on behalf of any other person any present employee of the
Company in the Business;

                  (iii) Lend credit, money or reputation for the purpose of
establishing or operating a business substantially similar to the Business in
the Territory;

                  (iv) Do any act that Employee knew or reasonably should have
known might directly injure the Company in any material respect or that might
divert customers, suppliers or employees from the Business; and

                  (v) Without limiting the generality of the foregoing
provisions, conduct a business substantially similar to the Business under the
name "F.Y.I. Incorporated" or any other trade names, trademarks or service marks
heretofore used by the Company or its affiliates.

         The covenants in subsections (i) through (v) are intended to restrict
Employee from competing in any manner with the Company or the Business in the
activities that have heretofore been carried on by the Company or its
affiliates. The obligations set forth in subsections (i) through (v) above shall
apply to actions by Employee, through any form of ownership, and whether as
principal, officer, director, agent, employee, employer, consultant, stockholder
or holder of any equity security (beneficially or as trustee of any trust),
lender, partner, joint venturer or in any other individual or representative or
affiliated capacity whatsoever. However, none of the foregoing shall prevent
Employee from being the holder of up to 5.0% in the aggregate of any class of
securities of any corporation engaged in the activities described in subsection
(i) through (v) above, provided that such securities are listed on a national
securities exchange or reported on the Nasdaq National Market.

         10.  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


                                        7

<PAGE>   8



under this Agreement, Employee shall not be held liable to the Company for
errors or omissions made in good faith where Employee has not exhibited
negligence or performed criminal and fraudulent acts which damage the business
of the Company.

         11.  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.

         12.  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, 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.

         13.  Complete Agreement. This Agreement is not a promise of future
employment. Employee has no oral representations, understandings or 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 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 the Company:   F.Y.I. Incorporated
                           3232 McKinney Avenue
                           Suite 900
                           Dallas, Texas 75204
                           Attn: Margot T. Lebenberg, Esq.

         To Employee:      John D. (Jack) Kearney
                           7327 Marquette Street
                           Dallas, TX 75225


                                        8

<PAGE>   9




Notice shall be deemed given and effective three (3) days after the deposit in
the United States 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 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 4(b) and 4(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.  Governing Law. This Agreement shall in all respects be construed
according to the laws of the State of Texas.

         18.  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.

         19.  Attorneys' Fees. In the event of any litigation or arbitration
arising under or in connection with this Agreement, the prevailing party shall
be entitled to reasonable attorneys' fees as determined by the court or
arbitration panel, as the case may be. Each party to this Agreement represents
and warrants that it has been represented by counsel in the negotiation and
execution of this Agreement, including without limitation the provisions set
forth in this paragraph 19.



                                        9

<PAGE>   10



         20.  Change in Control.

         (a) 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.

         (b) In the event of a pending Change in Control wherein the Company and
Employee have not received written notice at least fifteen (15) 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 not 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 lump-sum severance payment due to Employee shall be the equivalent
of Employee's salary for six months and the non-competition provisions of
paragraph 9 shall not apply whatsoever.

         (c) 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 the equivalent
of Employee's salary for six months and the non-competition provisions of
paragraph 9 shall all apply for a period of one (1) year from the effective date
of termination.

         (d) 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
an opportunity to elect whether to exercise all or any of his vested options to
purchase Common Stock of the Company, including any options with accelerated
vesting under the provisions of the Company's 1995 Stock Option Plan, such that
he may convert the options to shares of Common Stock of the Company at or prior
to the closing of the transaction giving rise to the Change in Control, if he so
desires.



                                       10

<PAGE>   11



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

                  (i) any person, other than the Company or an employee benefit
         plan of the Company, 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 the
         Company's registration statement with respect to its initial public
         offering, constitute the Board of Directors of the Company (the
         "Original Directors") or (B) who thereafter are elected to the Board of
         Directors of the Company and whose election, or nomination for
         election, to the Board of Directors of the Company 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 the Company and whose election, or nomination for
         election, to the Board of Directors of the Company 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 the Company;

                  (iii) the stockholders of the Company shall approve a merger,
         consolidation, recapitalization, or reorganization of the Company, 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 the Company 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 the Company shall approve a plan of
         complete liquidation of the Company or an agreement for the sale or
         disposition by the Company of all or a substantial portion of the
         Company's assets (i.e., 50% or more of the total assets of the
         Company).

         (f) Employee must be notified in writing by the Company at any time
that the Company or any member of its Board anticipates that a Change in Control
may take place.



                                       11

<PAGE>   12



         (g) Employee shall be reimbursed by the Company or its successor for
any excise taxes and/or interest or penalties with respect to such excise taxes
that Employee incurs under Section 4999 of the Internal Revenue Code of 1986, as
amended (or any similar tax that may hereafter be imposed), 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.



                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]


                                       12

<PAGE>   13


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

                                    F.Y.I. INCORPORATED


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


                                    EMPLOYEE:


                                    /s/ John D. (Jack) Kearney
                                    --------------------------------------------
                                    John D. (Jack) Kearney





                                       13