FIRSTAMENDMENT TO CREDIT AGREEMENT

             THIS FIRST AMENDMENT TO CREDITAGREEMENT (the “Amendment”), dated as of June 27, 2001, is by and amongF.Y.I. INCORPORATED, a Delaware corporation (“F.Y.I”), BANK OFAMERICA, N.A., as Administrative Agent (the “Administrative Agent”), andthe Lenders under the Credit Agreement (as hereinafter defined) which aresignatories hereto.

RECITALS:

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

             B.          F.Y.I.has requested, and the Administrative Agent and the Lenders which aresignatories hereto (which Lenders constitute Required Lenders) have agreed, toamend the Credit Agreement, subject to the terms and conditions containedherein.

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

**ARTICLE1.**

Definitions

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

**ARTICLE2.**

Amendmentsand Consent

             Section 2.1       Amendments to Section 1.1.

             (a)         Thefollowing defined terms contained in Section 1.1 of the Credit Agreementare hereby amended and restated to read in their entirety as follows:

             “Master Guaranty” means aguaranty of the Domestic Subsidiaries of F.Y.I. (other than MMS Securities,Inc.) in favor of the Administrative Agent, for the benefit of theAdministrative 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 asthe same may otherwise be modified from time to time.

             (b)        Thefollowing new defined terms are hereby added to Section 1.1 of theCredit Agreement, which defined terms shall read in their entirety as follows:
             “MMS Securities, Inc.” meansMMS Securities, Inc., a Michigan corporation.

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

             (e)         IntercompanyDebt between or among F.Y.I. and any of its Wholly-Owned Subsidiaries incurredin the ordinary course of business, subject to the requirement that any and allof the Debt permitted pursuant to this Section 9.1(e) shall beunsecured, shall be evidenced by instruments satisfactory to the AdministrativeAgent which will be pledged to the Administrative Agent for the benefit of theAdministrative Agent and the Lenders and shall be subordinated to theObligations pursuant to a subordination agreement in form and substancesatisfactory to the Administrative Agent (the foregoing being referred to as"Intercompany Debt"); providedalso that theaggregate sum of Intercompany Debt loaned by F.Y.I. or any of its Subsidiariesto 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 MMSSecurities, Inc. (to the extent permitted by Section 9.5(g)) shall notexceed $1,000,000; providedalso that the aggregate sum of (i) theoutstanding principal amount of the loans, advances and other extensions ofcredit 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 anamount equal to the product of the book value of the total assets of F.Y.I. andits Subsidiaries, on a consolidated basis in accordance with GAAP, multipliedby 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 amendedand restated to read in its entirety as follows:

             (g)        (i) Investments by F.Y.I. and itsSubsidiaries in its Subsidiaries existing on the Closing Date, (ii) anyInvestments of F.Y.I. in its Subsidiaries which represent amounts invested insuch Subsidiary to enable such Subsidiary (A) to pay all or a portion of thepurchase consideration for a Permitted Acquisition, (B) to make PermittedCapital Expenditures, (C) to retire any Existing Debt, or (D) to retire anyDebt assumed in connection with a Permitted Acquisition, and (iii) Investmentsby F.Y.I. in Wholly-Owned Subsidiaries of F.Y.I.; provided, that theForeign Debt and Investments shall not at any time exceed an amount equal tothe Maximum Foreign Amount; providedalso that the aggregate sumof Intercompany Debt loaned by F.Y.I. or any of its Subsidiaries to MMSSecurities, Inc. (to the extent permitted by Section 9.1(e)) plusother 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., toTodd M. Burns, Senior Vice President of the Administrative Agent (the “AssetDisposition Letter”) informed the Administrative Agent and the Lenders thatit intends to dispose of the assets and/or stock of the Subsidiaries listed on Schedule1 hereto (each an “Asset Disposition” and collectively the “AssetDispositions”), which Asset Dispositions would exceed the $250,000 annualcap on Net Proceeds from asset dispositions to unaffiliated entities set forthin Section 9.8(b) of the Credit Agreement (the “Asset DispositionCovenant”).  In connectiontherewith, F.Y.I. has requested that the Administrative Agent and the RequiredLenders consent to the Asset Dispositions and that the Administrative Agentrelease any Subsidiaries listed on Schedule 1 hereto whose stock hasbeen sold and/or who have been dissolved (the “Released Subsidiaries”)from the Master Guaranty and from the Security Agreements (if and to the extentthat the Released Subsidiaries are party to any of the SecurityAgreements).  Subject to thesatisfaction of the conditions set forth in the proviso at the end of this Section2.5 and the conditions set forth in Section 3.1 below, theAdministrative Agent and the undersigned Lenders (which Lenders constituteRequired Lenders) hereby consent to the Asset Dispositions and, concurrentlywith the consummation (if any) of the Asset Dispositions, the AdministrativeAgent agrees to release the Released Subsidiaries from the Security Documentsto which such Subsidiaries are parties (the “Releases”); provided,however, that the consent to the Asset Dispositions and the Releases aresubject to the satisfaction of the condition precedents that (i) the AssetDispositions shall be consummated on or before August 30, 2001 and (ii) the aggregate value of assets and stockdisposed of in connection with the Asset Dispositions shall not exceed$80,000,000.

**ARTICLE3.**

Miscellaneous

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

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

             (b)        Asset Disposition Documents.  F.Y.I. shall have delivered to theAdministrative Agent such documents as the Administrative Agent may reasonablyrequire to evidence the sale of the stock or the dissolution of the ReleasedSubsidiaries.
             (c)         Payment of Fees and Expenses.  F.Y.I. shall have paid all fees and expensesof or incurred by the Administrative Agent and its counsel to the extent billedon 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 counselmay 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. todeliver an executed Mortgage to the Administrative Agent relating to the leasedproperty of F.Y.I. and its Subsidiaries listed on Schedule 1.1(a) to theCredit Agreement (the “Leased Properties”) prior to such time as theFunded Debt to EBITDA Ratio exceeds 2.50 to 1.00 for two consecutive fiscalquarters of F.Y.I. (the “Lien Attachment Date”), will not result in anEvent of Default under the Agreement; provided that (a) prior to theLien Attachment Date, F.Y.I. will deliver to the Administative Agent executedMortgages relating to the Leased Properties, in form and substance reasonablysatisfactory to the Administrative Agent, within 45 days of request for suchMortgages by the Administrative Agent or Required Lenders, and (b) F.Y.I. willdeliver to the Administative Agent executed Mortgages relating to the LeasedProperties, in form and substance reasonably satisfactory to the AdministrativeAgent, 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 notbe deemed a consent to the departure from or waiver of (a) the AssetDisposition Covenant for any purpose other than to permit the AssetDispositions 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 AssetDisposition.

             Section 3.4       Representations and Warranties.  F.Y.I. hereby represents and warrants to theAdministration Agent and the Lenders that (a) the execution, delivery andperformance of this Amendment and any and all other Loan Documents executedand/or delivered in connection herewith have been authorized by all requisiteaction on the part of each of the Loan Parties party thereto and will notviolate the articles of incorporation or bylaws of any Loan Party, (b) therepresentations and warranties contained in the Credit Agreement, as amendedhereby, and any other Loan Document are true and correct on and as of the datehereof as though made on and as of the date hereof (except to the extent thatsuch representations and warranties were expressly, in the Credit Agreement,made only in reference to a specific date), (c) after giving effect to thisAmendment, 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 containedthe Credit Agreement, as amended hereby, and the other Loan Documents.

             Section 3.5       Survival of Representations and Warranties.  All representations and warranties made inthis Amendment or any other Loan Document shall survive the execution and deliveryof this Amendment and the other Loan Documents, and no investigation by theAdministration Agent or any Lender shall affect the representations andwarranties or the right of the Administrative Agent or any Lender to rely uponthem.
             Section 3.6       Ratifications. Except as expressly modified and superseded by this Amendment, the termsand provisions of the Credit Agreement are ratified and confirmed and shallcontinue in full force and effect. F.Y.I., the Administrative Agent and theLenders agree that the Credit Agreement as amended hereby shall continue to belegal, valid, binding and enforceable in accordance with its terms.

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

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

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

             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 andpermitted assigns, except F.Y.I. may not assign or transfer any of its rightsor obligations hereunder without the prior written consent of theAdministrative Agent and the Required Lenders.

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

             Section 3.12     Headings.  Theheadings, captions and arrangements used in this Amendment are for convenienceonly and shall not affect the interpretation of this Amendment.

             Section 3.13     ENTIRE AGREEMENT. THIS AMENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTSEXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT EMBODY THE FINAL,ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIORCOMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN ORORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BYEVIDENCE OR PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONSOF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.
             IN WITNESS WHEREOF, the partieshereto have duly executed this Amendment as of the day and year first writtenabove.
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:  
 

REAFFIRMATIONOF MASTER GUARANTY AGREEMENT

             Reference is made to that certainCredit 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”) andthat certain First Amendment to Credit Agreement dated as of June 27, 2001among 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 theMaster Guaranty Agreement dated as of April 3, 2001 executed by the Guarantors(the “Master Guaranty Agreement”) is and shall continue in full forceand 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 FirstAmendment, including, without limitation, the Asset Dispositions described in Section2.5 of the First Amendment and the exclusion of MMS Securities, Inc. fromthe guarantee requirement contained in Section 5.2 of the CreditAgreement, (ii) the representations and warranties of such Guarantor in theMaster Guaranty Agreement remain true and correct as if made on the date hereofand (iii) the Master Guaranty Agreement is hereby ratified and confirmed in allrespects; provided that, with respect to the Guarantors whose capitalstock is to be sold or who will be dissolved in connection with the AssetDispositions (as such term is defined in the First Amendment), such Guarantorswill be released by the Administrative Agent from their obligations under theMaster Guaranty Agreement and the other Loan Documents concurrently with orimmediately after such capital stock sale or dissolution.

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

             This Reaffirmation of MasterGuaranty Agreement may be executed in any number of counterparts, all of whichtaken together shall constitute one and the same agreement, but in making proofof this Reaffirmation of Master Guaranty Agreement, it shall not be necessaryto account for more than one such counterpart.

             IN WITNESS WHEREOF, the undersignedparties have duly executed this Reaffirmation of Master Guaranty Agreementeffective 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  COMPANYCALIFORNIA 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  INCORPORATEDF.Y.I. GOVERNMENT  SERVICES INC.F.Y.I. HEALTHSERVE  INCORPORATEDF.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  INCORPORATEDF.Y.I. LEGALSERVE  INCORPORATEDF.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 CORPORATIONLIFO 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, LLCPENINSULA 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, LLCTAPS 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 GregersonTitle:Vice President  F.Y.I.  INVESTMENTS, INC.By:  Name:  Ron  ZazworskyTitle: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 PARTNERSHIPBy:  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 900Dallas, Texas 75204Attn: Barry L. Edwards
 

SCHEDULE 1TOFIRST AMENDMENT TO CREDIT AGREEMENT

ASSET DISPOSITIONS

PMIImaging Systems, Inc. by PMI Imaging Systems Acquisition Corp.F.Y.I. Discovery Services IncorporatedEagle Legal Services Acquisition Corp.Researchers Acquisition Corp.The Rust Consulting Group, Inc.Pinnacle Legal Management Limited PartnershipMAVRICC 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.