Prepared by MerrillDirect





FIRST
AMENDMENT TO CREDIT AGREEMENT


             THIS FIRST AMENDMENT TO CREDIT
AGREEMENT (the “Amendment”), dated as of June 27, 2001, is by and among
F.Y.I. INCORPORATED, a Delaware corporation (“F.Y.I”), BANK OF
AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), and
the Lenders under the Credit Agreement (as hereinafter defined) which are
signatories hereto.


R
E C I T A L S:


             A.         F.Y.I.,
the Administrative Agent and the Lenders have entered into that certain Credit
Agreement dated as of April 3, 2001 (the “Credit Agreement”).


             B.          F.Y.I.
has requested, and the Administrative Agent and the Lenders which are
signatories hereto (which Lenders constitute Required Lenders) have agreed, to
amend the Credit Agreement, subject to the terms and conditions contained
herein.


             NOW, THEREFORE, in consideration of
the premises herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:


ARTICLE
1.


Definitions


             Section 1.1       Definitions. 
Capitalized terms used in this Amendment, to the extent not otherwise
defined herein, shall have the same meanings as in the Credit Agreement, as
amended hereby.


ARTICLE
2.


Amendments
and Consent


             Section 2.1       Amendments to Section 1.1.


             (a)         The
following defined terms contained in Section 1.1 of the Credit Agreement
are hereby amended and restated to read in their entirety as follows:


             “Master Guaranty” means a
guaranty of the Domestic Subsidiaries of F.Y.I. (other than MMS Securities,
Inc.) in favor of the Administrative Agent, for the benefit of the
Administrative Agent and the Lenders, in substantially the form of Exhibit H,
as the same may be modified pursuant to one or more Joinder Agreements and as
the same may otherwise be modified from time to time.



             (b)        The
following new defined terms are hereby added to Section 1.1 of the
Credit Agreement, which defined terms shall read in their entirety as follows:


             “MMS Securities, Inc.” means
MMS Securities, Inc., a Michigan corporation.



             Section 2.2       Amendment to Section 5.2.  Section 5.2 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:


             Section 5.2       Guaranties. 
Each Domestic Subsidiary of F.Y.I. in existence on the Closing Date
(other than MMS Securities, Inc.) shall guarantee the payment and performance
of the Obligations pursuant to the Master Guaranty.



             Section 2.3       Amendment to Section 9.1.  Section 9.1(e) of the Credit Agreement is hereby amended
and restated to read in its entirety as follows:


             (e)         Intercompany
Debt between or among F.Y.I. and any of its Wholly-Owned Subsidiaries incurred
in the ordinary course of business, subject to the requirement that any and all
of the Debt permitted pursuant to this Section 9.1(e) shall be
unsecured, shall be evidenced by instruments satisfactory to the Administrative
Agent which will be pledged to the Administrative Agent for the benefit of the
Administrative Agent and the Lenders and shall be subordinated to the
Obligations pursuant to a subordination agreement in form and substance
satisfactory to the Administrative Agent (the foregoing being referred to as
"Intercompany Debt"); provided also that the
aggregate sum of Intercompany Debt loaned by F.Y.I. or any of its Subsidiaries
to MMS Securities, Inc. (to the extent permitted by this Section 9.1(e))
plus other Investments made by F.Y.I. or any of its Subsidiaries in MMS
Securities, Inc. (to the extent permitted by Section 9.5(g)) shall not
exceed $1,000,000; provided also that the aggregate sum of (i) the
outstanding principal amount of the loans, advances and other extensions of
credit made to Foreign Subsidiaries by F.Y.I. and its Domestic Subsidiaries plus
(ii) the Investments by F.Y.I. in any Foreign Subsidiary (collectively, the
"Foreign Debt and Investment") shall not at any time exceed an
amount equal to the product of the book value of the total assets of F.Y.I. and
its Subsidiaries, on a consolidated basis in accordance with GAAP, multiplied
by 5% (such product herein the "Maximum Foreign Amount").



             Section 2.4       Amendment to Section 9.5.  Section 9.5(g) of the Credit Agreement is hereby amended
and restated to read in its entirety as follows:


             (g)        (i) Investments by F.Y.I. and its
Subsidiaries in its Subsidiaries existing on the Closing Date, (ii) any
Investments of F.Y.I. in its Subsidiaries which represent amounts invested in
such Subsidiary to enable such Subsidiary (A) to pay all or a portion of the
purchase consideration for a Permitted Acquisition, (B) to make Permitted
Capital Expenditures, (C) to retire any Existing Debt, or (D) to retire any
Debt assumed in connection with a Permitted Acquisition, and (iii) Investments
by F.Y.I. in Wholly-Owned Subsidiaries of F.Y.I.; provided, that the
Foreign Debt and Investments shall not at any time exceed an amount equal to
the Maximum Foreign Amount; provided also that the aggregate sum
of Intercompany Debt loaned by F.Y.I. or any of its Subsidiaries to MMS
Securities, Inc. (to the extent permitted by Section 9.1(e)) plus
other Investments made by F.Y.I. or any of its Subsidiaries in MMS Securities,
Inc. (to the extent permitted by this Section 9.5(g)) shall not exceed
$1,000,000.



             Section 2.5       Conditional Consent. 
F.Y.I. has, pursuant to a letter dated June 21, 2001 from Barry L.
Edwards, Executive Vice President and Chief Financial Officer of F.Y.I., to
Todd M. Burns, Senior Vice President of the Administrative Agent (the “Asset
Disposition Letter”) informed the Administrative Agent and the Lenders that
it intends to dispose of the assets and/or stock of the Subsidiaries listed on Schedule
1 hereto (each an “Asset Disposition” and collectively the “Asset
Dispositions”), which Asset Dispositions would exceed the $250,000 annual
cap on Net Proceeds from asset dispositions to unaffiliated entities set forth
in Section 9.8(b) of the Credit Agreement (the “Asset Disposition
Covenant”).  In connection
therewith, F.Y.I. has requested that the Administrative Agent and the Required
Lenders consent to the Asset Dispositions and that the Administrative Agent
release any Subsidiaries listed on Schedule 1 hereto whose stock has
been sold and/or who have been dissolved (the “Released Subsidiaries”)
from the Master Guaranty and from the Security Agreements (if and to the extent
that the Released Subsidiaries are party to any of the Security
Agreements).  Subject to the
satisfaction of the conditions set forth in the proviso at the end of this Section
2.5 and the conditions set forth in Section 3.1 below, the
Administrative Agent and the undersigned Lenders (which Lenders constitute
Required Lenders) hereby consent to the Asset Dispositions and, concurrently
with the consummation (if any) of the Asset Dispositions, the Administrative
Agent agrees to release the Released Subsidiaries from the Security Documents
to which such Subsidiaries are parties (the “Releases”); provided,
however, that the consent to the Asset Dispositions and the Releases are
subject to the satisfaction of the condition precedents that (i) the Asset
Dispositions shall be consummated on or before 
August 30, 2001 and (ii) the aggregate value of assets and stock
disposed of in connection with the Asset Dispositions shall not exceed
$80,000,000.


ARTICLE
3.


Miscellaneous


             Section 3.1       Conditions to Effectiveness.  This Amendment shall be effective upon the execution hereof by
F.Y.I., the Administrative Agent and the Required Lenders and the satisfaction
of the following conditions precedent:


             (a)         Reaffirmation of Master Guaranty
Agreement.  The parties to the
Master Guaranty Agreement shall have executed and delivered to the
Administrative Agent the Reaffirmation of Master Guaranty attached hereto.



             (b)        Asset Disposition Documents.  F.Y.I. shall have delivered to the
Administrative Agent such documents as the Administrative Agent may reasonably
require to evidence the sale of the stock or the dissolution of the Released
Subsidiaries.



             (c)         Payment of Fees and Expenses.  F.Y.I. shall have paid all fees and expenses
of or incurred by the Administrative Agent and its counsel to the extent billed
on or before the date hereof and payable pursuant to this Amendment.



             (d)        Additional Information.  Such additional agreements, documents,
instruments and information as the Administrative Agent or its legal counsel
may reasonably request to effect the transactions contemplated hereby.



             Section 3.2       Agreement Relating to the Leased Properties.  Subject to the terms and conditions hereof,
each of the undersigned Lenders hereby agrees that the failure of F.Y.I. to
deliver an executed Mortgage to the Administrative Agent relating to the leased
property of F.Y.I. and its Subsidiaries listed on Schedule 1.1(a) to the
Credit Agreement (the “Leased Properties”) prior to such time as the
Funded Debt to EBITDA Ratio exceeds 2.50 to 1.00 for two consecutive fiscal
quarters of F.Y.I. (the “Lien Attachment Date”), will not result in an
Event of Default under the Agreement; provided that (a) prior to the
Lien Attachment Date, F.Y.I. will deliver to the Administative Agent executed
Mortgages relating to the Leased Properties, in form and substance reasonably
satisfactory to the Administrative Agent, within 45 days of request for such
Mortgages by the Administrative Agent or Required Lenders, and (b) F.Y.I. will
deliver to the Administative Agent executed Mortgages relating to the Leased
Properties, in form and substance reasonably satisfactory to the Administrative
Agent, within 45 days of the Lien Attachment Date.


             Section 3.3       Limited Nature of Consent.  The consent set forth in Section 2.5 of this Amendment shall not
be deemed a consent to the departure from or waiver of (a) the Asset
Disposition Covenant for any purpose other than to permit the Asset
Dispositions or (b) any other covenant or condition in any Loan Document or (c)
any Event of Default that otherwise may arises as a result of the Asset
Disposition.


             Section 3.4       Representations and Warranties.  F.Y.I. hereby represents and warrants to the
Administration Agent and the Lenders that (a) 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
action on the part of each of the Loan Parties party thereto and will not
violate the articles of incorporation or bylaws of any Loan Party, (b) the
representations and warranties contained in the Credit Agreement, as amended
hereby, and any other Loan Document are true and correct on and as of the date
hereof as though made on and as of the date hereof (except to the extent that
such representations and warranties were expressly, in the Credit Agreement,
made only in reference to a specific date), (c) after giving effect to this
Amendment, no Default or Event of Default has occurred and is continuing, and
(d) F.Y.I. is in full compliance with all covenants and agreements contained
the Credit Agreement, as amended hereby, and the other Loan Documents.


             Section 3.5       Survival of Representations and Warranties.  All representations and warranties made in
this Amendment or any other Loan Document shall survive the execution and delivery
of this Amendment and the other Loan Documents, and no investigation by the
Administration Agent or any Lender shall affect the representations and
warranties or the right of the Administrative Agent or any Lender to rely upon
them.


             Section 3.6       Ratifications. 
Except as expressly modified and superseded by this Amendment, the terms
and provisions of the Credit Agreement are ratified and confirmed and shall
continue in full force and effect. F.Y.I., the Administrative Agent and the
Lenders agree that the Credit Agreement as amended hereby shall continue to be
legal, valid, binding and enforceable in accordance with its terms.


             Section 3.7       Reference to Credit Agreement.  Each of the Loan Documents, including the
Credit Agreement and any and all other agreements or documents now or hereafter
executed and/or delivered pursuant to the terms hereof or pursuant to the terms
of the Credit Agreement as amended hereby, is hereby amended so that any
reference in such Loan Document to the Credit Agreement shall mean a reference
to the Credit Agreement as amended hereby.


             Section 3.8       Severability. 
Any provision of this Amendment held by a court of competent
jurisdiction to be invalid or unenforceable shall not impair or invalidate the
remainder of this Amendment and the effect thereof shall be confined to the
provision so held to be invalid or unenforceable.


             Section 3.9       Applicable Law. 
This Amendment shall be governed by and construed in accordance with the
laws of the State of Texas and the applicable laws of the United States of
America.


             Section 3.10     Successors and Assigns. 
This Amendment is binding upon and shall inure to the benefit of F.Y.I.,
the Administrative Agent and the Lenders and their respective successors and
permitted assigns, except F.Y.I. may not assign or transfer any of its rights
or obligations hereunder without the prior written consent of the
Administrative Agent and the Required Lenders.


             Section 3.11     Counterparts. 
This Amendment may be executed in one or more Counterparts, each of
which when so executed shall be deemed to be an original, but all of which when
taken together shall constitute one and the same agreement.


             Section 3.12     Headings.  The
headings, captions and arrangements used in this Amendment are for convenience
only and shall not affect the interpretation of this Amendment.


             Section 3.13     ENTIRE AGREEMENT. 
THIS AMENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS
EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT EMBODY THE FINAL,
ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR
COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR
ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY
EVIDENCE OR PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS
OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.


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


	F.Y.I. INCORPORATED
	 	 
	By:	 
	 	


	Name:	 
	 	


	Title:	 
	 	


	 	 
	ADMINISTRATIVE AGENT:
	 
	BANK OF AMERICA, N.A.,
  as Administrative Agent
	 	 
	By:	 
	 	


	Name:	 
	 	


	Title:	 
	 	


	 	 












	LENDERS:
	 
	BANK OF AMERICA, N.A.,
  as a Lender
	 	 
	By:	 
	 	


	Name:	 
	 	


	Title:	 
	 	


	 	 
	SUNTRUST BANK, as
  syndication agent and as a Lender
	 	 
	By:	 
	 	


	Name:	 
	 	


	Title:	 
	 	


	 	 
	WELLS FARGO BANK
  TEXAS, NATIONAL ASSOCIATION, as documentation agent and as a Lender
	 	 
	By:	 
	 	


	Name:	 
	 	


	Title:	 
	 	


	 	 
	BANK ONE, NA, as a
  Lender
	 	 
	By:	 
	 	


	Name:	 
	 	


	Title:	 
	 	


	 	 
	BNP PARIBAS, as a
  Lender
	 
	By:	 
	 	


	Name:	 
	 	


	Title:	 
	 	


	 	 
	By:	 
	 	


	Name:	 
	 	


	Title:	 
	 	


	 	 












	FIRST UNION NATIONAL
  BANK, as a Lender
	 	 
	By:	 
	 	


	Name:	 
	 	


	Title:	 
	 	


	 	 
	THE BANK OF NOVA
  SCOTIA, as a Lender
	 	 
	By:	 
	 	


	Name:	 
	 	


	Title:	 
	 	


	 	 
	THE CHASE MANHATTAN
  BANK, as a Lender
	 	 
	By:	 
	 	


	Name:	 
	 	


	Title:	 
	 	


	 	 
	WACHOVIA BANK, N.A.,
  as a Lender
	 	 
	By:	 
	 	


	Name:	 
	 	


	Title:	 
	 	


	 	 
	WASHINGTON MUTUAL
  BANK, as a Lender
	 	 
	By:	 
	 	


	Name:	 
	 	


	Title:	 
	 	


	 	 
	TEXAS CAPITAL BANK,
  NATIONAL ASSOCIATION, as a Lender
	 	 
	By:	 
	 	


	Name:	 
	 	


	Title:	 
	 	


	 	 












	RAYMOND JAMES BANK,
  FSB, as a Lender
	 	 
	By:	 
	 	


	Name:	 
	 	


	Title:	 
	 	






 





REAFFIRMATION
OF MASTER GUARANTY AGREEMENT


             Reference is made to that certain
Credit Agreement dated as of April 3, 2001 among F.Y.I. Incorporated (“F.Y.I.”),
Bank of America, N.A., as administrative agent (the “Administrative Agent”),
and the Lenders party thereto (as amended, the “Credit Agreement”) and
that certain First Amendment to Credit Agreement dated as of June 27, 2001
among F.Y.I., the Administrative Agent and the Lenders (the “First Amendment”).  Each of the undersigned parties
(individually a “Guarantor” and collectively the “Guarantors”)
hereby (a) consents to the terms of the First Amendment; (b) agrees that the
Master Guaranty Agreement dated as of April 3, 2001 executed by the Guarantors
(the “Master Guaranty Agreement”) is and shall continue in full force
and effect for the benefit of the Lender with respect to the Obligations; and
(c) agrees that (i) the Master Guaranty Agreement is not released,
diminished or impaired in any way by the transactions contemplated by the First
Amendment, including, without limitation, the Asset Dispositions described in Section
2.5 of the First Amendment and the exclusion of MMS Securities, Inc. from
the guarantee requirement contained in Section 5.2 of the Credit
Agreement, (ii) the representations and warranties of such Guarantor in the
Master Guaranty Agreement remain true and correct as if made on the date hereof
and (iii) the Master Guaranty Agreement is hereby ratified and confirmed in all
respects; provided that, with respect to the Guarantors whose capital
stock is to be sold or who will be dissolved in connection with the Asset
Dispositions (as such term is defined in the First Amendment), such Guarantors
will be released by the Administrative Agent from their obligations under the
Master Guaranty Agreement and the other Loan Documents concurrently with or
immediately after such capital stock sale or dissolution.


             Unless otherwise defined herein,
each capitalized term used in this Reaffirmation of Master Guaranty Agreement
has the meaning given to such term in the Credit Agreement, as amended by the
First Amendment.


             This Reaffirmation of Master
Guaranty Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one and the same agreement, but in making proof
of this Reaffirmation of Master Guaranty Agreement, it shall not be necessary
to account for more than one such counterpart.


             IN WITNESS WHEREOF, the undersigned
parties have duly executed this Reaffirmation of Master Guaranty Agreement
effective as of the date of the First Amendment.




	GUARANTORS:
	ADVANCED
  DIGITAL GRAPHICS, INC.
	AMERICAN
  ECONOMICS GROUP  ACQUISITION CORP.
	AMERICAN
  ECONOMICS GROUP, INC.
	APS
  SERVICES ACQUISITION CORP.
	ASSOCIATE
  RECORD TECHNICIAN SERVICES ACQUISITION CORP.
















	B&B
  (BALTIMORE-WASHINGTON) ACQUISITION CORP.
	BANKNOTE PRINTING
  COMPANY
	CALIFORNIA MEDICAL
  RECORD SERVICE ACQUISITION CORP.
	CH ACQUISITION CORP.
	COPY RIGHT ACQUISITION
  CORP.
	COPY RIGHT, INC.
	CREATIVE MAILINGS,
  INC.
	DATA ENTRY &
  INFORMATIONAL SERVICES ACQUISITION CORP.
	DATA ENTRY &
  INFORMATIONAL SERVICES, INC.
	DELIVEREX ACQUISITION
  CORP.
	DISC ACQUISITION CORP.
	DOCTEX ACQUISITION
  CORP.
	DPAS 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.
	FYIDOCS.COM INC.
	F.Y.I.ETRIEVE
  INCORPORATED
	F.Y.I. GOVERNMENT
  SERVICES INC.
	F.Y.I. HEALTHSERVE
  INCORPORATED
	F.Y.I. IMAGE INC.
	F.Y.I. INPUT INC.
	F.Y.I. INTEGRATED
  SOLUTIONS INC.
	F.Y.I. INVESTMENTS
  HOLDING, INC.
	F.Y.I. LEGAL
  INCORPORATED
	F.Y.I. LEGALSERVE
  INCORPORATED
	F.Y.I. MANAGEMENT,
  INC.
	F.Y.I. PRINT INC.
	F.Y.I. RADIOLOGY, INC.
	F.Y.I. RECORDS INC.
	F.Y.I. STORAGE INC.
	GLOBAL DIRECT
  ACQUISITION CORP.
	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.
	LEXICODE ACQUISITION
  CORP.
	LEXICODE CORPORATION
	LIFO MANAGEMENT, INC.
	MAILING &
  MARKETING ACQUISITION CORP.
	MAILING &
  MARKETING, INC.
	MANAGED CARE
  PROFESSIONALS ACQUISITION CORP.
	MANAGED CARE
  PROFESSIONALS, INC.
	MAVRICC MANAGEMENT
  SYSTEMS, INC.
	MICRO PUBLICATION
  SYSTEMS, INC.
	MICROFILM DISTRIBUTION
  SERVICES, INC.
	MICROFILMING SERVICES,
  INC.
	MICROMEDIA OF NEW
  ENGLAND ACQUISITION CORP.
	MICROMEDIA OF NEW
  ENGLAND, INC.
	MMS ESCROW AND
  TRANSFER AGENCY, INC.
	NBDE ACQUISITION CORP.
	NEWPORT BEACH DATA
  ENTRY, INC.
	NEWPORT BEACH DATA
  ENTRY, LLC
	PENINSULA RECORD
  MANAGEMENT, INC.
	PERMANENT RECORDS
  MANAGEMENT, INC.
	PINNACLE MANAGEMENT,
  INC.
	PMI IMAGING SYSTEMS
  ACQUISITION CORP.
	PMI IMAGING SYSTEMS,
  INC.
	PREMIER ACQUISITION
  CORP.
	QCS INET ACQUISITION
  CORP.
	QUALITY COPY
  ACQUISITION CORP.
	QUALITY DATA
  CONVERSIONS, INC.
	RAC (CALIFORNIA)
  ACQUISITION CORP.
	RECORDEX ACQUISITION
  CORP.
	RESEARCHERS
  ACQUISITION CORP.
	RTI LASER PRINT
  SERVICES ACQUISITION CORP.
	RUST CONSULTING
  ACQUISITION CORP.
	RUST CONSULTING, INC.
	STAT HEALTHCARE
  CONSULTANTS ACQUISITION CORP.
















	STAT HEALTHCARE
  CONSULTANTS, INC.
	SYNERGEN, LLC
	TAPS ACQUISITION CORP.
	T.C.H. GROUP, INC.
	TCH MAILHOUSE, INC.
	THE RUST CONSULTING
  GROUP, INC.
	ZIA INFORMATION
  ANALYSIS GROUP, INC.






 




	By:	 
	 	


	 	Barry L. Edwards,
  Authorized Officer for each of the Original Guarantors
	 	 
	F.Y.I. DISCOVERY
  SERVICES INCORPORATED
	 
	By:	 
	 	


	Name:	William Gregerson
	Title:	Vice President
	 	 
	F.Y.I.
  INVESTMENTS, INC.
	By:	 
	 	


	Name:
  	Ron
  Zazworsky
	Title:	President
	 	 
	F.Y.I. MANAGEMENT,
  L.P.
	By:  	F.Y.I. Management,
  Inc., its general partner
	 	By:	 
	 	 	


	 	Name:	Barry L. Edwards
	 	Title:	Vice President
	 	 	 
						
















	IMC,
  L.P.
	By:  IMC Management, Inc., its general partner
	 	 	 
	 	By:	 
	 	 	


	 	Name:	Barry L. Edwards
	 	Title:	Vice President
	 	 
	INPUT
  OF TEXAS, L.P.
	By:  Input Management, Inc., its general
  partner
	 
	 	By:	 
	 	 	


	 	Name:	Barry L. Edwards
	 	Title:	Vice President
	 
	LIFO SYSTEMS, L.P.
	By:  LIFO Management, Inc., its general partner
	 
	 	By:	 
	 	 	


	 	Name:	Barry L. Edwards
	 	Title:	Vice President
	 	 	 
	PERMANENT RECORDS,
  L.P.
	By:  Permanent Records Management, Inc., its
  general partner
	 
	 	By:	 
	 	 	


	 	Name:	Barry L. Edwards
	 	Title:	Vice President
	 	 	 
	PINNACLE LEGAL
  MANAGEMENT LIMITED PARTNERSHIP
	By:  Pinnacle Management, Inc., its general
  partner
	 
	 	By:	 
	 	 	


	 	Name:	Barry L. Edwards
	 	Title:	Vice President
	 	 	 
	 	 
	 	 
	Address for Notices to
  each of the Guarantors:
	3232 McKinney Avenue,
  Suite 900
	Dallas, Texas 75204
	Attn: Barry L. Edwards
					






 





SCHEDULE 1

TO

FIRST AMENDMENT TO CREDIT AGREEMENT


ASSET DISPOSITIONS


PMI
Imaging Systems, Inc. by PMI Imaging Systems Acquisition Corp.

F.Y.I. Discovery Services Incorporated

Eagle Legal Services Acquisition Corp.

Researchers Acquisition Corp.

The Rust Consulting Group, Inc.

Pinnacle Legal Management Limited Partnership

MAVRICC Management Systems, Inc.

MMS Escrow and Transfer Agency, Inc.

MMS Securities, Inc.

Advanced Digital Graphics, Inc.

T.C.H. Group, Inc.

TCH Mailhouse, Inc.


CH Acquisition Corp.