Prepared by MerrillDirect





AMENDED
AND RESTATED EMPLOYMENT AGREEMENT

(Michael S. Rupe)


             This Employment Agreement (the
"Agreement") by and between F.Y.I. Incorporated, a Delaware
corporation (the "Company"), and Michael S. Rupe
("Employee") is hereby entered into effective as of May 18,
2001.  This Agreement hereby supersedes
any other employment agreements or understandings, written or oral, between the
Company 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 and
information management outsourcing solutions.


             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
Division President of Enabling Technology and Services.  As such, Employee shall have
responsibilities, duties and authority reasonably accorded to and expected of a
Division President and will report directly to the Company’s Chief Operating
Officer.  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.


             (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 (A) serving on the boards of
directors of other companies or (B) making personal investments in such
form or manner as will neither require his services, other than to a minimal
extent, 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 $275,000 per year (effective January 1,
2001), payable on a regular basis in accordance with the Company's standard
payroll procedures but not less than bi-weekly.  On at least an annual basis the Board of Directors (the “Board”)
will review Employee’s performance and make increases to such base salary if,
in its discretion, any such increase is warranted.


             (b)        Incentive
Bonus Plan.  Beginning for
the year 2001, Employee shall be eligible for a bonus opportunity of up to 75%
of his annual base salary in accordance with the Company’s Incentive Bonus Plan
as modified from time to time, payable in cash and/or equity of the Company (at
the Company’s discretion).  The bonus
payment and the Company's targeted performance shall be determined and approved
by the Board or the compensation committee thereof.  For 2001, Employee has already been awarded Warrant No. 62
as payment for any 2001 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, and not less
favorable than the benefits provided to other Company executives.



             (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
(prorated for any year in which Employee is employed for less than the full
year).



             (iv)       An automobile allowance in the amount of $1,000 per month
(increased from $500 per month effective March 2001).



             (v)        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 will include participation in the Company's Incentive Compensation Plan.






 



             (vi)       Participation in the Company’s 401(k) Plan and Non-Qualified
Plan.



             (vii)      The Company shall, to the extent it has not already, reimburse
Employee for reasonably incurred and documented out of pocket relocation expenses
for Employee’s move to Dallas, not to exceed $70,000 in the aggregate without
prior written approval; provided, that Employee shall promptly repay the
Company for a prorated portion of such reimbursement to the extent the Employee
is employed by the Company for less than two years (unless such employment is
terminated before such two years, or this Agreement is not extended through
such two years, by the Company without cause).



             (viii)     The Company shall reimburse Employee up to $6,000 per year for
expenditures on health, insurance, financial planning or tax planning benefits
(or similar benefits at the discretion of the Company) or club dues selected by
Employee.



             3.          Non-Competition Agreement.


             (a)         Subject to Section 3(a) and Section 12,
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, company, partnership, corporation, business or entity 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 (including the
subsidiaries thereof) is in the process of initiating business operations
during the term of this covenant (the "Territory");



             (ii)         call upon, hire, attempt to hire, contact or solicit with
respect to hiring (for Employee or on behalf of another) any person who is, at
that time, or who has been within one (1) year prior to that time, an employee
of the Company (including the subsidiaries thereof) in a managerial or sales
capacity, provided that Employee shall be permitted to call upon and hire any
member of his immediate family;



             (iii)        call upon, solicit, divert or take away or attempt to call
upon, solicit, divert or take away 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 subsidiaries thereof) for the purpose of soliciting or
selling products or services in direct competition with the Company;



             (iv)       call upon any prospective acquisition candidate, on Employee's
own behalf or on behalf of any competitor, with which candidate the Company
(including the subsidiaries thereof) entered into substantive discussions or
for which candidate the Company made an acquisition analysis, for the purpose
of acquiring such entity; or






 



             (v)        disclose
customers, whether current or proposed, of the Company (or the 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 it 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 without the
necessity of posting any bond therefor.


             (c)         In the course of Employee’s employment
with the Company, Employee will become exposed to certain of the Company’s
confidential information and business relationships, which the above covenants
are designed to protect.  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 and business of the
Company (including the Company's subsidiaries) on the date of the execution of
this Agreement and the current plans of the Company (including the Company's
subsidiaries); 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 (including the Company's subsidiaries)
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 (including the Company's subsidiaries)
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 therefor, 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 (including the Company's subsidiaries), 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 (including the Company's subsidiaries) 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 that the court deems reasonable, and the
Agreement shall thereby be reformed to such extent.


             (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 following Employee’s employment set forth at the beginning of
this paragraph 3, during which the agreements and covenants of Employee made in
this paragraph 3 shall 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.          Place of Performance.


             (a)         Employee’s place of employment is the
Company’s headquarters in Dallas, Texas. 
Employee understands that he may be requested by the Board to relocate
from his present 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 the event that Employee is requested to
relocate and agrees to do so, the Company will pay all relocation costs 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;
all closing costs on the sale of Employee's present residence and on the
purchase of a comparable residence in the new location; and added income taxes
that Employee may incur, as a result of any payment hereunder, to the extent
any relocation costs are not deductible for tax purposes.  The general intent of the foregoing is that
Employee shall not personally bear any out-of-pocket cost as a result 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 5(c).


             5.          Term; Termination; Rights on
Termination.  The term of this
Agreement shall begin on the date hereof and continue through December 31,
2002 (the "Term").  This
Agreement and Employee's employment may be terminated earlier 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.



             (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
one (1) year.



             (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 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. 
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, one (1) times the base salary at the rate then in effect, as
severance pay.  Further, any termination
without cause by the Company shall operate to shorten the period set forth in
paragraph 3(a) and during which the terms of paragraph 3 apply to one (1) year
from the date of termination of employment.



              (e)        Termination
by Employee for Good Reason. 
Employee may terminate his employment hereunder for "Good
Reason."  As used herein,
"Good Reason" shall mean the continuance of any of the following
after ten (10) 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
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 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;



             (ii)         Employee's removal from, or failure to be reappointed or
reelected to, Employee's position under this Agreement during the term of this
Agreement (though this provision shall not entitle Employee to any extension or
renewal of the Term of 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
that is not cured within the ten (10) day time period set forth in paragraph
5(f) above, 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 termination by the
Employee for Good Reason, as determined by a court of competent jurisdiction or
pursuant to the provisions of paragraph 16 below, the Company shall pay all
amounts and damages (which damages shall not include payment of salary for the
then unexpired Term in light of the Severance Pay set forth below), 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.  In
addition, Employee shall be entitled to receive from the Company, in a lump-sum
payment due on the effective date of termination, one (1) times the base salary
at the rate then in effect, as severance pay. 
Further, none of the provisions of paragraph 3 shall apply in the event
this Agreement is terminated by Employee for Good Reason.






	(f)	Termination by Employee Without Good Reason.  If Employee resigns or otherwise
  terminates his employment without Good Reason pursuant to paragraph 5(f),
  Employee shall receive no severance compensation.
	 	 
	(g)	Change of Control.  Refer to paragraph 12, below.






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 vested and
reimbursements 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 9 herein
and Employee's obligations under paragraphs 3, 6, 7, 8, 9 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 (including the Company’s
subsidiaries) or its representatives, vendors or customers which pertain to the
business of the Company (including the Company’s subsidiaries) shall be and
remain the property of the Company and be subject at all times to its
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 (including the Company’s subsidiaries) that 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 (including the Company’s
subsidiaries) 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 (including the Company’s subsidiaries) relationships or
agreements with its significant vendors or customers or any other significant
and material trade secret of the Company (including the Company’s
subsidiaries), whether in existence or proposed, to any person, firm,
partnership, corporation or business for any reason or purpose whatsoever,
except as is disclosed in the ordinary course of business.


             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, 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 and the Company agrees not to assign all or
any portion of its obligations under this Agreement (other than to a successor
as a result of a Change in Control). 
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.


             (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 Employee has 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 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, such Change in Control shall be deemed to be a
termination of this Agreement by the Company and the amount of the lump-sum severance
payment due to Employee shall be 2 times Employee’s annual salary immediately
prior to the Change in Control and the non-competition provisions of
paragraph 3 shall not apply whatsoever. 
Payment shall be made either at closing of the transaction if notice is
served at least five (5) days before closing or within ten (10) days of
Employee’s written notice.


             (c)         In
any Change in Control situation in which Employee has received written notice
from the successor to the Company that such pending successor is willing to
assume the Company's obligations hereunder or Employee receives notice after
(or within fifteen (15) business days prior to) the Change in Control that
Employee is being terminated, Employee may nonetheless, at his sole discretion,
elect to terminate this Agreement by providing written notice to the Company at
any time prior to closing of the transaction and up to two (2) years after the
closing of the transaction giving rise to the Change in Control.  In such case, the amount of the lump-sum
severance payment due to Employee shall be 2 times Employee’s annual salary in
effect immediately prior to the Change in Control and the non-competition
provisions of paragraph 3 shall all apply.  Payment shall be made either at closing if notice is served at
least five (5) days before closing or within ten (10) days of written notice by
Employee.





 


             (d)        For
purposes of applying paragraph 5 under the circumstances described in (b) and
(c) above, the effective date of termination will be the later of the closing
date of the transaction giving rise to the Change in Control or Employee’s
notice as described above, and all compensation, reimbursements and lump-sum
payments due Employee must be paid in full by the Company at such time.  Further, Employee will be given sufficient
time in order to comply with then Securities and Exchange Commission’s
regulations to elect whether to exercise and sell 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, as amended (and as modified by the related option agreement/certificate
in accordance with such Plan) or any warrants, such that he may convert such
options or warrants 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.


             (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 30% 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 closing date of the
Company's 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 of the Company, 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 holders of at least 75% of the
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)         If any portion of the severance
benefits, Change in Control benefits or any other payment under this Agreement,
or under any other agreement with, or plan of the Company, including but not
limited to stock options, warrants and other long-term incentives (in the
aggregate “Total Payments”) would be subject to the excise tax imposed by
Section 4999 of the Code, as amended (or any similar tax that may
hereafter be imposed) or any interest or penalties with respect to such excise
tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the “Excise Tax”), then Employee shall
be entitled to receive from the Company an additional payment (the “Gross-up
Payment”) in an amount such that the net amount of Total Payments and Gross-up
Payment retained by the Employee, after the calculation and deduction of all
Excise Tax on the Total Payments and all federal, state and local income tax,
employment tax and Excise Tax on the Gross-up Payment, shall be equal to the
Total Payments.


             For
purposes of this paragraph Employee’s applicable Federal, state and local taxes
shall be computed at the maximum marginal rates, taking into account the effect
of any loss of personal exemptions resulting from receipt of the Gross-Up
Payment.


             All
determinations required to be made under this paragraph 12, including
whether a Gross-Up Payment is required under this paragraph, and the
assumptions to be used in determining the Gross-Up Payment, shall be made by
the Company’s current independent accounting firm, or such other firm as the
Company may designate in writing prior to a Change in Control (the “Accounting
Firm”), which shall provide detailed supporting calculations both to the
Company and Employee within twenty business days of the receipt of notice from
Employee that there will likely be a Change in Control, or such earlier time as
is requested by the Company.  In the
event that the Accounting Firm is serving as accountant or auditor for the
party effecting the Change in Control or is otherwise unavailable, Employee
(together with all other employees with comparable appointment rights in their
respective employment agreements such that all such employees may collectively
select a single accounting firm) may appoint another nationally recognized
accounting firm to make the determinations required hereunder (which accounting
firm shall then be referred to as the Accounting Firm hereunder).  All fees and expenses of the Accounting Firm
with respect to such determinations described above shall be borne solely by
the Company.





 


             Employee agrees (unless requested
otherwise by the Company) to use reasonable efforts to contest in good faith
any subsequent determination by the Internal Revenue Service that Employee owes
an amount of Excise Tax greater than the amount determined pursuant to this
paragraph; provided, that Employee shall be entitled to reimbursement by
the Company (on an after tax basis) of all fees and expenses reasonably
incurred by Employee in contesting such determination.  In the event the Internal Revenue Service or
any court of competent jurisdiction determines that Employee owes an amount of
Excise Tax that is greater than the amount previously taken into account and
paid under this Agreement (such additional Excise Tax being the “Additional
Excise Tax”), the Company shall promptly pay to Employee the amount of such
shortfall.  In the case of any payment
that the Company is required to make to Employee pursuant to the preceding
sentence (a “Later Payment”), the Company shall also pay to Employee an
additional amount such that after payment by Employee of all of Employee’s
applicable Federal, state and local taxes, including any interest and penalties
assessed by any taxing authority, on the Later Payment, Employee will retain
from the Later Payment an amount equal to the Additional Excise Tax, which
Employee shall use to pay the Additional Excise Tax.


             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 and may only be amended by a
written agreement executed by each of the parties hereto.


             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
  1000
	 	Dallas,
  Texas 75204
	 	Attn:  President
	 	 
	with
  a copy to:	F.Y.I.
  Incorporated
	 	3232
  McKinney Avenue
	 	Suite
  1000
	 	Dallas,
  Texas 75204
	 	Attn:  General Counsel
	 	 
	with a copy to:	Locke Liddell &
  Sapp LLP
	 	2200 Ross Avenue
	 	Suite 2200
	 	Dallas, Texas 75201
	 	Attn:  Charles C. Reeder, Esq.
	 	 
	To
  Employee:	Michael
  S. Rupe
	 	4569
  Belfort Place
	 	Dallas,
  Texas 75205







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 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 costs of any arbitration proceeding shall be borne by the
party or parties not prevailing in such proceeding determined by the
arbitrators.


             17.        Governing Law.  This Agreement shall in all respects be
construed according to the laws of the State of Delaware.


[Balance of sheet intentionally
left blank]





 




	 	EMPLOYEE:
	 	 
	 	


	 	Michael
  S. Rupe
	 	 
	 	 
	 	 
	 	F.Y.I.
  INCORPORATED
	 	 
	 	 
	 	By:
	 	


	 	Title: