CHOICEPOINT INC, 10-Q, 1997-08-29

CHOICEPOINT INC
10-Q, 1997-08-29
CONSUMER CREDIT REPORTING, COLLECTION AGENCIES

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<PAGE> 1

FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1997

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from to
------------------ --------------------

Commission File Number: 001-13069

CHOICEPOINT INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Georgia 58-2309650
- --------------------------------------------- ----------------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)

1000 Alderman Drive Alpharetta, Georgia 30005
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

(770) 752-6000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)

- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
------- --------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Class Outstanding at August 8, 1997
----- -----------------------------

Common Stock, $.10 Par Value 14,468,689

<PAGE> 2

CHOICEPOINT INC.
FORM 10-Q
QUARTER ENDED JUNE 30, 1997
INDEX
<TABLE>
<CAPTION>
Part I. FINANCIAL INFORMATION Page No.
<S> <C>
Item 1. Financial Statements

Consolidated Statements of Income -
Three Months Ended June 30, 1997 and 1996 and 3
Six Months Ended June 30, 1997 and 1996

Consolidated Balance Sheets -
June 30, 1997 and December 31, 1996 4

Consolidated Statement of Shareholder's Equity -
Six Months Ended June 30, 1997 5

Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1997 and 1996 6

Notes to Consolidated Financial Statements 7-11

Item 2. Management's Discussion and Analysis
of Results of Operations and Financial Condition 12-14

Item 3. Quantitative and Qualitative Disclosures about Market Risk 14

Part II. OTHER INFORMATION

Item 1. Legal Proceedings 15

Item 2. Changes in Securities 15

Item 3. Defaults Upon Senior Securities 15

Item 4. Submission of Matters to a Vote of Security Holders 15

Item 5. Other Information 15

Item 6. Exhibits and Reports on Form 8-K 15-16

Signatures 17

Exhibit Index 18
</TABLE>

2
<PAGE> 3

CHOICEPOINT INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1997 1996 1997 1996
========================================================================================================
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<S> <C> <C> <C> <C>
Operating revenue ........................................... $108,623 $89,986 $211,475 $174,126
Costs and expenses:
Costs of services ......................................... 72,583 61,005 140,942 120,427
Selling, general, and administrative ...................... 20,481 16,436 42,776 32,148
-------- ------- -------- --------
Total costs and expenses .............................. 93,064 77,441 183,718 152,575

Operating income ............................................ 15,559 12,545 27,757 21,551
Interest expense ............................................ 1,622 1,609 3,241 3,184
-------- ------- -------- --------

Income before income taxes .................................. 13,937 10,936 24,516 18,367
Provision for income taxes .................................. 6,637 4,729 11,675 7,942
-------- ------- -------- --------

Net income .................................................. $ 7,300 $ 6,207 $ 12,841 $ 10,425
======== ======= ======== ========

Pro forma earnings per share (Note 12) ...................... $ .48 $ .40 $ .84 $ .66
======== ======= ======== ========
</TABLE>

The accompanying notes are an integral part of these
consolidated statements.

<PAGE> 4

CHOICEPOINT INC.
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
==================================================================================================================
JUNE 30, DECEMBER 31,
1997 1996
==================================================================================================================
(UNAUDITED)
ASSETS (IN THOUSANDS)
<S> <C> <C>
Current assets:
Cash and cash equivalents ......................................................... $ 4,895 $ 1,726
Accounts receivable, net of allowance for doubtful
accounts of $1,531 at June 30, 1997 and $1,578 at
December 31,1996 ................................................................. 88,863 78,138
Deferred income tax assets ........................................................ 4,911 3,984
Other current assets .............................................................. 13,130 8,083
--------- ---------
Total current assets .......................................................... 111,799 91,931

Property and equipment, net ......................................................... 41,854 35,407
Goodwill, net ....................................................................... 121,779 123,997
Deferred income tax assets .......................................................... 16,106 15,042
Other ............................................................................... 34,097 35,447
--------- ---------

Total Assets ........................................................................ $ 325,635 $ 301,824
========= =========

LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities:
Current maturities of long-term debt .............................................. $ 798 $ 927
Accounts payable .................................................................. 14,264 12,828
Accrued salaries and bonuses ...................................................... 10,236 11,594
Other current liabilities ......................................................... 25,368 19,616
--------- ---------
Total current liabilities ....................................................... 50,666 44,965

Long-term debt, less current maturities ............................................. 692 1,051
Postretirement benefit obligations .................................................. 55,487 55,622
Other long-term liabilities ......................................................... 3,793 3,859
--------- ---------
Total liabilities ............................................................... 110,638 105,497

Shareholder's equity:
Equifax equity investment ......................................................... 215,068 196,414
Foreign currency translation adjustments .......................................... (71) (87)
--------- ---------
Total shareholder's equity ...................................................... 214,997 196,327
--------- ---------

Total Liabilities and Shareholder's Equity .......................................... $ 325,635 $ 301,824
========= =========
</TABLE>

The accompanying notes are an integral part of these
consolidated balance sheets.

4
<PAGE> 5

CHOICEPOINT INC.
CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
FOREIGN
EQUIFAX CURRENCY
EQUITY TRANSLATION
INVESTMENT ADJUSTMENTS TOTAL
================================================================================================================================
(IN THOUSANDS)
<S> <C> <C> <C>
Balance December 31, 1996 ..................................................................... $ 196,414 $(87) $ 196,327
Net income .................................................................................. 5,541 -- 5,541
Net transactions with Equifax ............................................................... 8,600 -- 8,600
Translation adjustments ..................................................................... -- (1) (1)
--------- ---- ----------

Balance March 31, 1997 ........................................................................ 210,555 (88) 210,467
Net income .................................................................................. 7,300 -- 7,300
Net transactions with Equifax ............................................................... (2,787) -- (2,787)
Translation adjustments ..................................................................... -- 17 17
--------- ---- ----------

Balance June 30, 1997 ......................................................................... $ 215,068 $ (71) $ 214,997
========= ===== ==========
</TABLE>

The accompanying notes are an integral part of this
consolidated statement.

5
<PAGE> 6

CHOICEPOINT INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
==================================================================================================
SIX MONTHS ENDED
JUNE 30,
--------------------------
1997 1996
==================================================================================================
(IN THOUSANDS)
<S> <C> <C>
Cash flows from operating activities:
Net income ........................................................... $ 12,841 $ 10,425
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ...................................... 13,407 7,225
Changes in assets and liabilities,
excluding effects of acquisitions:
Accounts receivable, net ......................................... (10,765) (11,556)
Current liabilities, excluding debt .............................. 5,821 (2,876)
Other current assets ............................................. (5,061) (368)
Deferred income taxes ............................................ (1,991) 779
Other long-term liabilities, excluding debt ...................... (201) 587
-------- --------
Net cash provided by operating activities ............................ 14,051 4,216
-------- --------
Cash flows from investing activities:
Acquisitions, net of cash acquired ................................... (1,659) (3,109)
Additions to property and equipment .................................. (12,237) (4,985)
Additions to other assets, net ....................................... (2,491) (1,727)
-------- --------
Net cash flows used by investing activities .......................... (16,387) (9,821)
-------- --------
Cash flows from financing activities:
Payments on long-term debt ........................................... (487) (4)
Net transactions with Equifax ........................................ 6,009 8,748
-------- --------
Net cash flows provided by financing activities ...................... 5,522 8,744
-------- --------

Effect of foreign currency exchange rates on cash ...................... (17) 2
-------- --------

Net increase in cash ................................................... 3,169 3,141
Cash and cash equivalents, beginning of period 1,726 645
-------- --------
Cash and cash equivalents, end of period ............................... $ 4,895 $ 3,786
======== ========
</TABLE>

The accompanying notes are an integral part of these
consolidated statements.

6
<PAGE> 7

CHOICEPOINT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
(UNAUDITED)

1. SPIN OFF AND BASIS OF PRESENTATION

In December 1996, The Board of Directors of Equifax Inc. ("Equifax") announced
that it planned to spin off the business conducted through Equifax's Insurance
Services Group to Equifax shareholders (the "Spinoff"). This Spinoff occurred
on August 7, 1997 and was accomplished by forming ChoicePoint Inc.
("ChoicePoint" or the "Company"), transferring the stock of the companies which
comprised the Insurance Services Group to ChoicePoint and then distributing all
of the shares of common stock of ChoicePoint to Equifax shareholders. Equifax
shareholders of record as of July 24, 1997 received one share of ChoicePoint
common stock for every ten shares of Equifax Common Stock owned (except for
certain grantor trusts of Equifax, which did not receive ChoicePoint common
stock pursuant to the Spinoff). The effective date of the Spinoff was July 31,
1997.

The accompanying unaudited interim consolidated financial statements of
ChoicePoint include substantially all of the assets, liabilities, revenues, and
expenses of the business conducted through Equifax's Insurance Services Group.
All material transactions between entities included in the consolidated
financial statements have been eliminated. The consolidated financial
statements have been prepared on the historical cost basis, and present the
Company's financial position, results of operations and cash flows as derived
from Equifax's historical financial statements. This information reflects all
adjustments which are, in the opinion of management, necessary for a fair
statement of the financial position of ChoicePoint as of June 30, 1997 and the
results of operations for the three months and six months ended June 30, 1997
and 1996 and cash flows for the six months ended June 30, 1997 and 1996. The
adjustments have been of a normal recurring nature. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. These financial statements should be read in conjunction with the
notes to the financial statements included in ChoicePoint's Consolidated
Financial Statements for the year ended December 31, 1996 as filed with the
Securities and Exchange Commission on Form S-1 (File No. 333-30297), effective
July 18, 1997. The current period's results are not necessarily indicative of
results to be expected for a full year.

2. NATURE OF OPERATIONS

ChoicePoint provides most domestic insurance companies with automated and
traditional underwriting and claim information services to assist those
companies in assessing the insurability of individuals and property and the
validity of insurance claims. ChoicePoint provides background investigations,
performs paramedical exams, furnishes access to motor vehicle reports,
maintains a database of claims histories and provides claims verification and
investigative services to both the property and casualty and the life and
health insurance markets. The Company also offers pre-employment background
investigations, pre-employment and regulatory compliance drug testing services
and public record information to other corporate and government organizations
as well as the aforementioned insurance markets. The Company's operations are
predominantly located in the United States.

7
<PAGE> 8

3. USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions.
These estimates and assumptions affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements as well as reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these estimates.

4. REVENUE AND COSTS OF SERVICES PRESENTATION

Historically, motor vehicle records registry revenue, the fee charged by states
for motor vehicle records which is passed on by ChoicePoint to its customers,
had been reflected in Equifax's consolidated statements of income as operating
revenue and costs of services. ChoicePoint has elected to exclude these
customer reimbursed fees from revenue and reduce costs of services by a
corresponding amount. This change in accounting presentation does not impact
operating income. Registry revenue previously reflected in Equifax's
consolidated statements of income was $65,798,000 and $55,546,000 for the three
months ended June 30, 1997 and 1996, respectively, and $129,720,000 and
$108,023,000 for the six months ended June 30, 1997 and 1996, respectively.

5. EARNINGS PER SHARE

Historical earnings per share are not presented since the companies that
comprise ChoicePoint were majority owned subsidiaries of Equifax or one of its
affiliates and were recapitalized as part of the Spinoff. See Note 12 for pro
forma earnings per share.

6. TRANSACTIONS WITH EQUIFAX

There are no material intercompany purchase or sale transactions between
Equifax and ChoicePoint. Under Equifax's centralized cash management system,
short-term advances from Equifax and excess cash sent to Equifax are reflected
as intercompany debt and are included in Equifax's equity investment in the
accompanying balance sheets (Note 8). ChoicePoint was charged corporate costs
in the amount of $2,551,000 and $2,815,000 for the three months ended June 30,
1997 and 1996, respectively, and $5,102,000 and $5,630,000 for the six months
ended June 30, 1997 and 1996, respectively. These allocations were based on an
estimate of the proportion of corporate expenses related to ChoicePoint,
utilizing such factors as revenues, number of employees, number of transactions
processed and other applicable factors. In the opinion of management, the
corporate charges have been made on a reasonable basis and approximate all the
incremental costs ChoicePoint would have incurred had it been operating on a
stand-alone basis. These amounts have been included in selling, general, and
administrative expenses. ChoicePoint was also charged corporate interest
expense based on the relationship of its net assets to total Equifax net
assets, excluding debt, in amounts of $1,547,000 and $1,554,000 for the three
months ended June 30, 1997 and 1996, respectively, and $3,094,000 and
$3,108,000 for the six months ended June 30, 1997 and 1996, respectively.

7. INCOME TAXES

The Company records deferred income taxes using enacted tax laws and rates for
the years in which the taxes are expected to be paid. Deferred income tax
assets and liabilities are recorded based on the differences between the
financial reporting and income tax basis of assets and liabilities.

<PAGE> 9

8. EQUIFAX EQUITY INVESTMENT

Equifax equity investment includes the original investment in ChoicePoint,
accumulated income of ChoicePoint, and the net intercompany payable due Equifax
reflecting transactions described in Note 6. As of June 30, 1997 and December
31, 1996, the net intercompany payable due Equifax included in Equifax equity
investment in the accompanying balance sheets was $89,806,000 and $83,993,000,
respectively.

9. CREDIT FACILITY

In August 1997, ChoicePoint entered into a $250 million unsecured revolving
credit facility (the "Credit Facility") with a group of banks. The Credit
Facility is a revolving facility expandable to $300 million, subject to
approval of the lenders. Borrowings under the Credit Facility are guaranteed by
all material subsidiaries of ChoicePoint Inc. as defined in the Credit
Facility. The Credit Facility was used by ChoicePoint to repay the net
intercompany debt due to Equifax as of July 31, 1997, to repay $29.0 million of
Equifax debt assumed by ChoicePoint and to fund $10.0 million for two
ChoicePoint grantor trusts. Net intercompany debt due to Equifax is subject to
a true-up adjustment, to be completed in September 1997. The funds in the
grantor trusts may be used to purchase ChoicePoint common stock in the open
market as approved by the Board of Directors. The total amount borrowed as of
August 8, 1997 was $112.0 million. The commitment termination date and final
maturity of the Credit Facility will occur in August 2002.

Revolving loans under the Credit Facility will bear interest at the following
rates as applicable and selected by the Company from time to time: (1) the
lender's Base Rate, (2) LIBOR plus the applicable margin, (3) the lender's Cost
of Funds plus the applicable margin, and (4) the Competitive Bid Rate offered
by the syndicate lenders at their discretion. The applicable margin will range
from .16% to .45% per annum based on ChoicePoint's leverage ratio. Any amount
not paid when due shall bear interest at the applicable rate plus 2%. At the
end of the applicable interest period for LIBOR or Bid Rate Loans, interest
shall accrue at the Base Rate plus 2%. The Company will also pay customary
annual facility fees based on its leverage ratio.

The Credit Facility contains covenants customary for facilities of this type.
Such covenants include limitations, in certain circumstances, on the ability of
the Company and its subsidiaries to (i) effect a change of control of the
Company, (ii) incur certain types of liens, and (iii) transfer or sell assets.
The Credit Facility also requires compliance with financial covenants,
including (i) maximum leverage and (ii) minimum fixed charge coverage.

10. LEASE AGREEMENT

In August 1997, the Company entered into a $22.0 million operating lease
agreement for an office facility in Alpharetta, Georgia. Under the agreement,
the lessor purchased the property from a third party and leased the facility to
the Company. The initial term of the lease is ten years at which time the
Company has the following three options: to renew for an additional five years,
to purchase at original cost, or to remarket the property.

11. INTEREST RATE SWAP AGREEMENTS

ChoicePoint has entered into four interest rate swap agreements to reduce the
impact of changes in interest rates on its floating rate long-term obligation.
The agreements became effective in August 1997. One of the four agreements has
a notional principal amount of $25.0 million and matures in August 2007. The
agreement effectively changes the Company's interest rate exposure to a fixed
rate of 6.535% plus a credit spread. The other three agreements have notional
principal amounts totaling $60.0 million and mature in August 2004; however,
the other parties have one time options to terminate the swap agreements in
April 2002. The three agreements effectively change the Company's interest rate
exposure to a weighted average fixed rate exposure of 6.240% plus a credit
spread. The Company is exposed to credit loss in the event of nonperformance by
the other parties to the interest rate swap agreements. However, the Company
does not anticipate nonperformance by the counterparties.

<PAGE> 10

12. PRO FORMA CONSOLIDATED FINANCIAL DATA

The following unaudited pro forma consolidated net income for the three months
ended March 31, 1997 and 1996, three months ended June 30, 1997 and 1996 and
for the six months ended June 30, 1997 and 1996 present the consolidated
results of operations of ChoicePoint assuming that the transactions
contemplated by both the Spinoff and ChoicePoint's acquisition of the 70%
interest in CDB Infotek had been completed as of the beginning of 1996.

The information presented below is not necessarily indicative of the results of
operations that ChoicePoint would have reported if it had operated as an
independent company.
<TABLE>
<CAPTION>
1997
---------------------------------
Six Months
First Second Ended
(In thousands, except per share amounts) Quarter Quarter June 30
================================================================================================
<S> <C> <C> <C>
Historical net income $ 5,541 $ 7,300 $ 12,841
Pro forma adjustments:
Reversal of interest expense from Equifax (a) 928 928 1,856
Incremental interest expense (b) (1,129) (1,129) (2,258)
-------- -------- --------
Pro forma net income $ 5,340 $ 7,099 $ 12,439
======== ======== =========

Pro forma common and common equivalent
shares outstanding (c) 14,837 14,837 14,837
======== ======== =========
Pro forma earnings per share $ .36 $ .48 $ .84
======== ======== =========
</TABLE>

<TABLE>
<CAPTION>
1996
---------------------------------
Six Months
First Second Ended
(In thousands, except per share amounts) Quarter Quarter June 30
================================================================================================
<S> <C> <C> <C>
Historical net income $ 4,218 $ 6,207 $ 10,425
Pro forma adjustments:
CDB Infotek net operating results (d) (163) (79) (242)
Reversal of interest expense from Equifax (a) 932 932 1,864
Incremental interest expense (b) (1,155) (1,155) (2,310)
-------- -------- --------
Pro forma net income $ 3,832 $ 5,905 $ 9,737
======== ======== ========

Pro forma common and common equivalent
shares outstanding (c) 14,837 14,837 14,837
======= ======= =======
Pro forma earnings per share $ .26 $ .40 $ .66
======= ======= =======
</TABLE>

Following are the pro forma adjustments to the accompanying pro forma
consolidated net income:

(a) To eliminate the $3.1 million ($1.9 million net of tax) corporate interest
expense for the six months ended June 30, 1996 and 1997 charged to
ChoicePoint.

(b) To record $3.9 million ($2.3 million net of tax) of interest expense on
borrowings to fund the repayment of net intercompany debt owed to Equifax,
the repayment of $29.0 million of Equifax debt assumed by ChoicePoint, and
interest on borrowings to fund $10.0 million for two ChoicePoint grantor
trusts. The funds in the grantor trusts may be used to purchase
ChoicePoint common stock in the open

10
<PAGE> 11

market. The interest expense also includes interest for borrowings for the
CDB Infotek acquisition. An interest rate of 6.5% is assumed on the
borrowings.

(c) Pro forma common and common equivalent shares outstanding is based on the
number of ChoicePoint shares issued and outstanding on August 8, 1997 plus
the dilutive effect of stock options and restricted stock.

(d) Represents the January 1, 1996 to June 30, 1996 operating results for
ChoicePoint's August 30, 1996 acquisition of 70% of the capital stock of
CDB Infotek. The acquisition was accounted for as a purchase. The pro
forma data also includes an additional $2.4 million ($1.4 million net of
tax) in expense for amortization of goodwill and other intangible assets
from January 1, 1996 to June 30, 1996 resulting from this transaction.

11
<PAGE> 12

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

INTRODUCTION

ChoicePoint is a leading provider of risk management and fraud prevention
information and related technology solutions to the insurance industry. The
Company also offers risk management and fraud prevention solutions to
organizations in other industries. ChoicePoint is organized into three service
groups: Property and Casualty Insurance Services, Life and Health Insurance
Services and Business and Government Services. The Company offers the following
products through these groups:

Property and Casualty Insurance Services - Automated underwriting and
claims information for home and auto insurers, commercial inspections,
workers compensation audits of commercial properties, and customized
application rating and issuance software development

Life and Health Insurance Services - Underwriting and claims
information for life and health insurers, including medical records
collection, paramedical services, laboratory services, and
investigative services

Business and Government Services - Pre-employment background searches,
drug screenings, public records searches, people locator services, and
UCC searches and filings

THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996

Consolidated revenue increased $18.6 million, or 20.7%, from $90.0 million for
the three months ended June 30, 1996 to $108.6 million for the three months
ended June 30, 1997. The increase was primarily attributable to sales volume
growth in the Property and Casualty Insurance Service Group as well as the
third quarter 1996 acquisition of a 70% interest in CDB Infotek. This
acquisition accounted for $8.7 million or 46.8% of the increase in consolidated
revenue. Since this acquisition was accounted for as a purchase, its results of
operations were included in the consolidated statements of income from the date
of acquisition. Revenue from Property and Casualty Insurance Services grew $6.9
million, or 17.8%, from $38.7 million for the three months ended June 30, 1996
to $45.6 million for the three months ended June 30, 1997, due to sales growth
in all business units with $5.2 million, or 75.4% of the increase, coming from
the automated underwriting product lines. Revenue from Life and Health
Insurance Services increased $100,000, or less than 1%, from $40.6 million for
the three months ended June 30, 1996 to $40.7 million for the three months
ended June 30, 1997. This increase was primarily the result of growth in
laboratory services revenue, partially offset by a relative decline in the
other product lines. Revenue from Business and Government Services increased
$11.7 million, or 109.3 %, from $10.7 million for the three months ended June
30, 1996 to $22.4 million for the three months ended June 30, 1997. Revenue
increased in all business units within Business and Government Services with
$8.7 million, or 74% of the increase, coming from the CDB Infotek acquisition.

Operating income increased $3.1 million, or 24.8%, from $12.5 million for the
three months ended June 30, 1996 to $15.6 million for the three months ended
June 30, 1997, primarily as a result of strong revenue performance in automated
underwriting services. Operating margins increased from 13.9% to 14.3%.

Net income increased $1.1 million, or 17.7%, from $6.2 million for the three
months ended June 30, 1996 to $7.3 million for the three months ended June 30,
1997 as a result of the strong operating performance noted above partially
offset by a 4.4 percentage point increase in the effective tax rate as
discussed below.

12
<PAGE> 13

SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996

Consolidated revenue increased $37.4 million, or 21.4%, from $174.1 million in
the first six months of 1996 to $211.5 million in the first six months of 1997.
The increase was primarily attributable to sales volume growth in the Property
and Casualty Insurance Service Group as well as the third quarter 1996
acquisition of a 70% interest in CDB Infotek. This acquisition accounted for
$17.1 million or 45.7% of the increase in consolidated revenue. Since this
acquisition was accounted for as a purchase, its results of operations were
included in the consolidated statements of income from the date of acquisition.
Revenue from Property and Casualty Insurance Services grew $12.6 million, or
16.5%, from $76.5 million in the first six months of 1996 to $89.1 million in
the first six months of 1997, primarily due to sales growth in automated
underwriting product lines which increased $10.8 million, or 85.7% of the
increase. Revenue from Life and Health Insurance Services increased $2.1
million, or 2.7%, from $77.6 million in the first six months of 1996 to $79.7
million in the first six months of 1997. This increase was primarily the result
of growth in laboratory services revenue, partially offset by a relative
decline in other product lines. Revenue from Business and Government Services
increased $22.6 million, or 113.0%, from $20.0 million in the first six months
of 1996 to $42.6 million in the first six months of 1997. Revenue increased in
all business units within Business and Government Services with $17.1 million,
or 75.7% of the increase, coming from the CDB Infotek acquisition.

Operating income increased $6.2 million, or 28.7%, from $21.6 million in the
first six months of 1996 to $27.8 million in the first six months of 1997,
primarily as a result of strong revenue performance in automated underwriting
services. Operating margins increased from 12.4% to 13.1%.

Net income increased $2.4 million, or 23.1%, from $10.4 million in the first
six months of 1996 to $12.8 million in the first six months of 1997 as a result
of the strong operating performance noted above partially offset by a 4.4
percentage point increase in the effective tax rate as discussed below.

INCOME TAXES

Historically, the Company has been included in the consolidated federal income
tax return of Equifax. ChoicePoint's provision for income taxes in the
accompanying consolidated statements of income reflects federal and state
income taxes calculated on ChoicePoint's separate income, but recognizes the
impact of unitary tax regulations of certain states on ChoicePoint as a member
of the Equifax consolidated group. These unitary tax provisions, as reflected
in the Consolidated Financial Statements, resulted in overall effective tax
rates of 47.6% for the three months ended June 30, 1997 and the six months
ended June 30, 1997 and 43.2% for the three months ended June 30, 1996 and the
six months ended June 30, 1996. If the provision for income taxes had been
calculated for ChoicePoint as a separate taxable entity for federal and state
income tax purposes, the Company estimates that its overall effective tax rate
would have been 43.8% for the three months ended June 30, 1997 and the six
months ended June 30, 1997, and 40.8% for the three months ended June 30, 1996
and the six months ended June 30, 1996.

The increase in effective tax rates from 1996 to 1997 is primarily the result
of foreign income being subject to tax and increased goodwill amortization not
deductible for income tax purposes.

FINANCIAL CONDITION AND LIQUIDITY

Cash provided by operations increased from $4.2 million in the first six months
of 1996 to $14.1 million in the first six months of 1997. This increase was
primarily attributable to the increase in net income, as adjusted for
depreciation and amortization. During the first six months of 1997, ChoicePoint
used $16.4 million for investing activities, which included $12.2 million of
property and equipment additions. Building and leasehold improvements for an
office facility in Alpharetta, Georgia and the expansion of the existing Osborn
Laboratories, Inc. facility in Olathe, Kansas represented approximately $5.3
million of the $12.2 million additions with the remainder due primarily to
system upgrades. Net cash provided by financing activities was $5.5 million in
the first six months of 1997, which is primarily due to the increase in
intercompany debt payable to Equifax.

13
<PAGE> 14
Subsequent to June 30, 1997, the Company entered into an operating lease
agreement for an office facility in Alpharetta, Georgia and four interest rate
swap agreements. See Notes 10 and 11 to the Consolidated Financial Statements.

The Company's short-term and long-term liquidity depends primarily upon its
level of net income, accounts receivable, accounts payable and accrued
expenses. In order to meet its working capital needs after the Spinoff,
ChoicePoint entered into a five-year $250 million revolving Credit Facility
with a group of banks in August 1997. The Credit Facility bears interest at
variable rates and is expandable to $300 million, subject to approval of the
lenders. Borrowings under the Credit Facility are guaranteed by all material
subsidiaries of ChoicePoint Inc. as defined in the Credit Facility. The Credit
Facility was used by ChoicePoint in August 1997 to repay the net intercompany
debt due to Equifax as of July 31, 1997, to repay $29.0 million of Equifax debt
assumed by ChoicePoint and to fund $10.0 million for two ChoicePoint grantor
trusts. Net intercompany debt due to Equifax is subject to a true-up
adjustment, to be completed in September 1997. The funds in the grantor trusts
may be used to purchase ChoicePoint common stock in the open market as
approved by the Board of Directors. The total amount borrowed as of August 8,
1997 was $112.0 million. ChoicePoint may use additional borrowings under the
Credit Facility to finance acquisitions and general corporate cash
requirements. For a more complete description of the terms of the Credit
Facility, see Note 9 to the Consolidated Financial Statements.

In April 1997, ChoicePoint announced an agreement in principle to acquire Kroll
Associates, Inc., an international investigative and corporate intelligence
consulting firm headquartered in New York City. On August 7, 1997, ChoicePoint
announced that the proposed acquisition of Kroll Associates, Inc. by
ChoicePoint would not take place as the parties had been unable to reach a
definitive merger agreement.

Interest expense in the consolidated statements of income includes interest
charged by Equifax based on the relationship of ChoicePoint net assets to
Equifax net assets, excluding corporate debt. The amounts charged were $1.5
million and $1.6 million for the three months ended June 30, 1997 and 1996,
respectively, and $3.1 million for the six months ended June 30, 1997 and 1996.
Now that the Spinoff has occurred, ChoicePoint's results may be effected by an
increase in interest expense resulting from expected higher borrowing costs as
an independent company and for future acquisitions. Interest expense will also
be affected by the current borrowings of $112.0 million under the Credit
Facility.

This report contains certain forward-looking statements. These statements
reflect the Company's assessment of a number of risks and uncertainties. The
Company's actual results could differ materially from the results anticipated
in these forward-looking statements as a result of certain factors set forth in
this report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

14
<PAGE> 15
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ChoicePoint is involved in litigation from time to time in the ordinary course
of its business. The Company does not believe that the outcomes of any pending
or threatened litigation will have a material adverse effect on the financial
position or results of operations of ChoicePoint. However, as is inherent in
legal proceedings where issues may be decided by finders of fact, there is a
risk that unpredictable decisions adverse to the Company could be reached.

ITEM 2. CHANGES IN SECURITIES

Not Applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable.

ITEM 5. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

3.01* Articles of Incorporation of the Company, as amended
3.02* Bylaws of the Company, as amended
4.01* Form of Common Stock certificate
10.01 ChoicePoint Inc. 1997 Omnibus Stock Incentive Plan
10.02** ChoicePoint Inc. 401(k) Profit Sharing Plan
10.03 Distribution Agreement, dated as of July 31, 1997, by and between
Equifax Inc. and ChoicePoint Inc.
10.04 Employee Benefits Agreement, dated as of July 31, 1997, between
Equifax Inc. and ChoicePoint Inc.
10.05 Transition Support Agreement, dated as of July 31, 1997, between
Equifax Inc. and ChoicePoint Inc.
10.06 Intercompany Information Services Agreement, dated as of July 31, 1997,
by Equifax Inc. and ChoicePoint Inc.
10.07 Tax Sharing and Indemnification Agreement, dated as of July 31, 1997,
by and between Equifax Inc. and ChoicePoint Inc.
10.08 Intellectual Property Agreement, dated as of July 31, 1997, by and
between Equifax Inc. and ChoicePoint Inc.
10.09** Agreement by and between ChoicePoint Inc. (as successor to Equifax
Inc.) and Dan Rocco, effective January 1, 1996 (relating to
compensation of Mr. Rocco)
10.10 Revolving Credit Agreement, dated as of August 5, 1997, among
ChoicePoint Inc., the Lenders

15
<PAGE> 16
Listed Therein and Wachovia Bank, N.A. as Administrative Agent, and
SunTrust Bank, Atlanta as Documentation Agent
10.11(a) Master Agreement, dated as of July 31, 1997, among ChoicePoint Inc.,
SunTrust Banks, Inc. and SunTrust Bank, Atlanta, as Agent
10.11(b) Lease agreement, dated as of July 31, 1997, between ChoicePoint Inc.
and SunTrust Banks, Inc.
10.11(c) Georgia Lease Supplement, dated as of July 31, 1997, between
ChoicePoint Inc. and SunTrust Banks, Inc.
10.11(d) Operative Guaranty, dated as of July 31, 1997, by ChoicePoint Inc. as
Guarantor
10.11(e) Construction Agency Agreement, dated as of July 31, 1997, between
SunTrust Banks, Inc. and ChoicePoint Inc.
10.12 Sublease Agreement, dated as of July 31, 1997, between Equifax Inc.
and Equifax Services Inc. (for certain property and building located
at 1600 Peachtree Street, NW, Atlanta, Georgia)
10.13 Sublease Agreement, dated as of July 31, 1997, between Equifax Inc.
and Equifax Services Inc. (for certain property and building located
at 1525 Windward Concourse, Alpharetta, Georgia (J.V. White Technology
Center))
10.14 Form of Employment and Compensation Agreement by and between each of
Derek V. Smith, Dan H. Rocco, Douglas C. Curling, David T. Lee and J.
Michael de Janes
21.01 Subsidiaries of the Company
27.01 Financial Data Schedule (for SEC use only)

* Previously filed as an exhibit to Registration Statement No. 333-30297
filed June 30, 1997 and incorporated herein by reference.

* * Previously filed as an exhibit to Pre-Effective Amendment No. 1 to
Registration Statement No. 333-30297 filed July 16, 1997 and incorporated
herein by reference.

(b) Reports on Form 8-K

Registrant did not file any reports on Form 8-K during the quarter for
which this report was filed.

<PAGE> 17

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

CHOICEPOINT INC.
----------------
(Registrant)

August 28, 1997 /s/ Derek V. Smith
- ----------------------- --------------------------
Date D.V. Smith, President and
Chief Executive Officer

August 28, 1997 /s/ Doug C. Curling
- ----------------------- --------------------------
Date D. C. Curling, Executive Vice President,
Chief Financial Officer and Treasurer

<PAGE> 18
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Description of Exhibit
- ------- ----------------------
<S> <C>
3.01* Articles of Incorporation of the Company, as amended
3.02* Bylaws of the Company, as amended
4.01* Form of Common Stock certificate
10.01 ChoicePoint Inc. 1997 Omnibus Stock Incentive Plan
10.02** ChoicePoint Inc. 401(k) Profit Sharing Plan
10.03 Distribution Agreement, dated as of July 31, 1997, by and between Equifax Inc. and
ChoicePoint Inc.
10.04 Employee Benefits Agreement, dated as of July 31, 1997, between Equifax Inc. and
ChoicePoint Inc.
10.05 Transition Support Agreement, dated as of July 31, 1997, between Equifax Inc. and
ChoicePoint Inc.
10.06 Intercompany Information Services Agreement, dated as of July 31, 1997, by
Equifax Inc. and ChoicePoint Inc.
10.07 Tax Sharing and Indemnification Agreement, dated as of July 31, 1997, by and between Equifax Inc. and
ChoicePoint Inc.
10.08 Intellectual Property Agreement, dated as of July 31, 1997, by and between Equifax Inc. and
ChoicePoint Inc.
10.09** Agreement by and between ChoicePoint Inc. (as successor to Equifax Inc.)
and Dan Rocco, effective January 1, 1996 (relating to compensation of Mr. Rocco)
10.10 Revolving Credit Agreement, dated as of August 5, 1997, among ChoicePoint Inc., the Lenders
Listed Therein and Wachovia Bank, N.A. as Administrative Agent, and SunTrust Bank, Atlanta as Documentation
Agent
10.11(a) Master Agreement, dated as of July 31, 1997, among ChoicePoint Inc., SunTrust Banks, Inc. and
SunTrust Bank, Atlanta, as Agent
10.11(b) Lease agreement, dated as of July 31, 1997, between ChoicePoint Inc. and SunTrust Banks, Inc.
10.11(c) Georgia Lease Supplement, dated as of July 31, 1997, between ChoicePoint Inc. and SunTrust
Banks, Inc.
10.11(d) Operative Guaranty, dated as of July 31, 1997, by ChoicePoint Inc. as Guarantor
10.11(e) Construction Agency Agreement, dated as of July 31, 1997, between SunTrust Banks, Inc. and ChoicePoint
Inc.
10.12 Sublease Agreement, dated as of July 31, 1997, between Equifax Inc. and Equifax Services
Inc. (for certain property and building located at 1600 Peachtree Street, NW, Atlanta, Georgia)
10.13 Sublease Agreement,dated as of July 31, 1997, between Equifax Inc. and Equifax Services
Inc. (for certain property and building located at 1525 Windward Concourse, Alpharetta, Georgia (J.V. White
Technology Center))
10.14 Form of Employment and Compensation Agreement by and between each of Derek V. Smith, Dan
H. Rocco, Douglas C. Curling, David T. Lee and J. Michael de Janes
21.01 Subsidiaries of the Company
27.01 Financial Data Schedule (for SEC use only)
</TABLE>

* Previously filed as an exhibit to Registration Statement No. 333-30297
filed June 30, 1997 and incorporated herein by reference.

* * Previously filed as an exhibit to Pre-Effective Amendment No. 1 to
Registration Statement No. 333-30297 filed July 16, 1997 and incorporated herein
by reference.

<PAGE> 1
EXHIBIT 10.01

CHOICEPOINT INC.

1997 OMNIBUS STOCK INCENTIVE PLAN

1. PURPOSE. The purpose of the 1997 Omnibus Stock Incentive Plan
(the "Plan") is to attract and retain directors, officers and key employees for
ChoicePoint Inc. (the "Corporation") and its Subsidiaries and to provide to
such persons incentives and rewards for superior performance.

2. DEFINITIONS. As used in this Plan,

"Annual Meeting" means the annual meeting of shareholders of
the Corporation.

"Appreciation Right" means a right granted pursuant to Section
5 of this Plan, including a Free- standing Appreciation Right or a Tandem
Appreciation Right.

"Base Price" means the price to be used as the basis for
determining the Spread upon the exercise of a Free-standing Appreciation Right.

"Board" means the Board of Directors of the Corporation.

"Change in Control" shall have the meaning provided in Section
13 of this Plan.

"Code" means the Internal Revenue Code of 1986, as amended
from time to time.

"Committee" means the committee (or a subcommittee) described
in Section 18 of this Plan.

"Common Shares" means shares of common stock, $.10 par value
per share, of the Corporation or any security into which such Common Shares may
be changed by reason of any transaction or event of the type referred to in
Section 12 of this Plan.

"Covered Employee" means a Participant who is, or is
determined by the Committee to be likely to become, a "covered employee" within
the meaning of Section 162(m) of the Code (or any successor provision).

<PAGE> 2

"Date of Grant" means the date specified by the Committee on
which a grant of Option Rights, Appreciation Rights, Performance Shares or
Performance Units or a grant or sale of Restricted Shares or Deferred Shares
shall become effective.

"Deferral Period" means the period of time during which
Deferred Shares are subject to deferral limitations under Section 7 of this
Plan.

"Deferred Shares" means an award made pursuant to Section 7 of
this Plan of the right to receive Common Shares at the end of a specified
Deferral Period.

"Designated Subsidiary" means a Subsidiary that is (i) not a
corporation or (ii) a corporation in which at the time the Corporation owns or
controls, directly or indirectly, less than 80 percent of the total combined
voting power represented by all classes of stock issued by such corporation.

"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, as such law, rules and
regulations may be amended from time to time.

"Free-standing Appreciation Right" means an Appreciation Right
granted pursuant to Section 5 of this Plan that is not granted in tandem with
an Option Right or similar right.

"Incentive Stock Options" means Option Rights that are
intended to qualify as "incentive stock options" under Section 422 of the Code
or any successor provision.

"Management Objectives" means the measurable performance
objective or objectives established pursuant to this Plan for Participants who
have received grants of Performance Shares or Performance Units or, when so
determined by the Committee, Option Rights, Appreciation Rights, Restricted
Shares and dividend credits pursuant to this Plan. Management Objectives may
be described in terms of Corporation-wide objectives or objectives that are
related to the performance of the individual Participant or of the Subsidiary,
division, department, region or function within the Corporation or Subsidiary
in which the Participant is employed. The Management Objectives may be made
relative to the performance of other corporations. The Management Objectives
applicable to an award to a Covered Employee shall be based on specified levels
of growth or improvement in one or more of the following criteria:

1. earnings;
2. earnings per share (earnings per share will be
calculated without regard to any change in accounting
standards that may be required by the Financial
Accounting Standards Board after the goal is
established);
3. share price;
4. shareholder return;
5. return on invested capital, equity, or assets;

2
<PAGE> 3

6. operating earnings;
7. sales;
8. productivity;
9. cash flow;
10. market share;
11. profit margin;
12. customer service; and/or
13. economic value added.

If the Committee determines that a change in the business,
operations, corporate structure or capital structure of the Corporation, or the
manner in which it conducts its business, or other events or circumstances
render the Management Objectives unsuitable, the Committee may in its
discretion modify such Management Objectives or the related minimum acceptable
level of achievement, in whole or in part, as the Committee deems appropriate
and equitable, except in the case of a Covered Employee where such action would
result in the loss of the otherwise available exemption of the award under
Section 162(m) of the Code. In such case, the Committee shall not make any
modification of the Management Objectives or minimum acceptable level of
achievement.

"Market Value per Share" means, as of any particular date, the
fair market value of the Common Shares as determined by the Committee, which at
the discretion of the Committee may be based on an average price at which the
Common Shares have traded over a period of time specified by the Committee or
any price or combination of prices on a particular date specified by the
Committee. In any case in which the Committee has not established a specific
procedure, Market Value per share shall be the mean of the high and low trading
prices for the Common Shares on a national stock exchange on the date in
question.

"Non-Employee Officer or Director" means an officer or
director of the Corporation who is not an employee of the Corporation or any
Subsidiary.

"Optionee" means the optionee named in an agreement evidencing
an outstanding Option Right.

"Option Price" means the purchase price payable on exercise
of an Option Right.

"Option Right" means the right to purchase Common Shares upon
exercise of an option granted pursuant to Section 4 or Section 9 of this Plan.

"Participant" means a person who is selected by the Committee
to receive benefits under this Plan and who is at the time an officer, or other
key employee of the Corporation or any one or more of its Subsidiaries, or who
has agreed to commence serving in any of such capacities within 90 days of the
Date of Grant, and shall also include each Non-Employee Officer or Director who
receives an award of Option Rights pursuant to Section 9 of

3
<PAGE> 4

this Plan, or any other person, whether or not an employee, Director or
officer, who renders significant services as a consultant or otherwise, in the
discretion of the Committee.

"Performance Period" means, in respect of a Performance Share
or Performance Unit, a period of time established pursuant to Section 8 of this
Plan within which the Management Objectives relating to such Performance Share
or Performance Unit are to be achieved.

"Performance Share" means a bookkeeping entry that records the
equivalent of one Common Share awarded pursuant to Section 8 of this Plan.

"Performance Unit" means a bookkeeping entry that records a
unit equivalent to $1.00 awarded pursuant to Section 8 of this Plan.

"Reload Option Rights" means additional Option Rights granted
automatically to an Optionee upon the exercise of Option Rights pursuant to
Section 4(f) of this Plan.

"Replacement Awards" means Option Rights or Restricted Shares
that are issued in substitution of awards of option rights or restricted shares
that were granted under the Equifax Inc. Omnibus Stock Incentive Plan, the 1993
Employee Stock Incentive Plan or the 1995 Employee Stock Incentive Plan to
former employees of Equifax Inc. or subsidiaries of Equifax Inc. who are
employees of the Corporation as of the date of the spin-off of the Corporation
to the shareholders of Equifax Inc. or become employees of the Corporation
after such date pursuant to the Equifax/ChoicePoint Employee Benefits
Agreement.

"Restricted Shares" means Common Shares granted or sold
pursuant to Section 6 or Section 9 of this Plan as to which neither the
substantial risk of forfeiture nor the prohibition on transfers referred to in
such Section 6 has expired.

"Rule l6b-3" means Rule 16b-3 of the Securities and Exchange
Commission (or any successor rule to the same effect) as in effect from time to
time.

"Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations thereunder, as such law, rules and regulations
may be amended from time to time.

"Spread" means the excess of the Market Value per Share of the
Common Shares on the date when an Appreciation Right is exercised, or on the
date when Option Rights are surrendered in payment of the Option Price of other
Option Rights, over the Option Price provided for in the related Option Right.

"Subsidiary" means a corporation, company or other entity (i)
more than 50 percent of whose outstanding shares or securities (representing
the right to vote for the election of directors or other managing authority)
are, or (ii) which does not have outstanding shares or securities (as may be
the case in a partnership, joint venture or unincorporated association),

4
<PAGE> 5

but more than 50 percent of whose ownership interest representing the right
generally to make decisions for such other entity is, now or hereafter, owned
or controlled, directly or indirectly, by the Corporation except that for
purposes of determining whether any person may be a Participant for purposes of
any grant of Incentive Stock Options, "Subsidiary" means any corporation in
which at the time the Corporation owns or controls, directly or indirectly,
more than 50 percent of the total combined voting power represented by all
classes of stock issued by such corporation.

"Tandem Appreciation Right" means an Appreciation Right
granted pursuant to Section 5 of this Plan that is granted in tandem with an
Option Right or any similar right granted under any other plan of the
Corporation.

"Voting Shares" means at any time, the then-outstanding
securities entitled to vote generally in the election of directors of the
Corporation.

3. SHARES AVAILABLE UNDER THE PLAN. (a) Subject to adjustment as
provided in Section 12 of this Plan, the number of Common Shares that may be
issued or transferred (i) upon the exercise of Option Rights or Appreciation
Rights, (ii) as Restricted Shares and released from substantial risks of
forfeiture thereof, (iii) as Deferred Shares, (iv) in payment of Performance
Shares or Performance Units that have been earned, (v) as awards to
Non-Employee Officers or Directors, (vi) pursuant to other awards specified in
Section 10 of this Plan or (vii) in payment of dividend equivalents paid with
respect to awards made under the Plan shall not exceed in the aggregate
4,000,000 shares plus any shares specified in paragraph (b) of this Section 3.
Such shares may be shares of original issuance or treasury shares or a
combination of the foregoing. Upon the payment of any Option Price by the
transfer to the Corporation of Common Shares or upon satisfaction of any
withholding amount by means of transfer or relinquishment of Common Shares,
there shall be deemed to have been issued or transferred under this Plan only
the net number of Common Shares actually issued or transferred by the
Corporation.

(b) Total shares available under the Plan shall also
include (i) any shares relating to awards that expire or are forfeited or
cancelled and (ii) the number of shares repurchased by the Corporation after
August 1, 1997 in the open market or otherwise and having an aggregate purchase
price no greater than the amount of cash proceeds received by the Corporation
from the sale of Common Shares under the Plan.

(c) Upon payment in cash of the benefit provided by any
award granted under this Plan, any shares that were covered by that award shall
again be available for issue or transfer hereunder.

(d) Notwithstanding anything in this Section 3, or
elsewhere in this Plan, to the contrary, the aggregate number of Common Shares
actually issued or transferred by the Corporation upon the exercise of
Incentive Stock Options shall not exceed 4,000,000 shares, subject to
adjustments as provided in Section 12 of this Plan.

5
<PAGE> 6

(e) Notwithstanding any other provision of this Plan to
the contrary, no Participant shall be granted Option Rights for more than
750,000 Common Shares during any calendar year, subject to adjustments as
provided in Section 12 of this Plan. Further, in no event shall any
Participant in any calendar year receive more than 750,000 Appreciation Rights,
subject to adjustments as provided in Section 12 of this Plan.

(f) Notwithstanding any other provision of this Plan to
the contrary, in no event shall any Participant in any calendar year receive an
award of Performance Shares, Performance Units or Restricted Shares that
specify Management Objectives having an aggregate maximum value as of their
respective Dates of Grant in excess of $2,000,000.

4. OPTION RIGHTS. The Committee may, from time to time and upon
such terms and conditions as it may determine, authorize the granting to
Participants of options to purchase Common Shares. Such grants may be original
awards or Replacement Awards. Each such grant may utilize any or all of the
authorizations, and shall be subject to all of the requirements, contained in
the following provisions:

(a) Each grant shall specify the number of Common Shares
to which it pertains subject to the limitations set forth in Section 3 of this
Plan.

(b) Each grant, other than a grant of a Replacement
Award, shall specify an Option Price per share, which shall not be less than
100 percent of the Market Value per Share on the Date of Grant.

(c) Each grant shall specify whether the Option Price
shall be payable (i) in cash or by check acceptable to the Corporation, (ii) by
the actual or constructive transfer to the Corporation of nonforfeitable,
unrestricted Common Shares owned by the Optionee (or other consideration
authorized pursuant to subsection (d) below) having a value at the time of
exercise equal to the total Option Price, or (iii) by a combination of such
methods of payment.

(d) The Committee may determine, at or after the Date of
Grant, that payment of the Option Price of any option (other than an Incentive
Stock Option) may also be made in whole or in part in the form of Restricted
Shares or other Common Shares that are forfeitable or subject to restrictions
on transfer, Deferred Shares, Performance Shares (based, in each case, on the
Market Value per Share on the date of exercise), other Option Rights (based on
the Spread on the date of exercise) or Performance Units. Unless otherwise
determined by the Committee at or after the Date of Grant, whenever any Option
Price is paid in whole or in part by means of any of the forms of consideration
specified in this paragraph, the Common Shares received upon the exercise of
the Option Rights shall be subject to such risks of forfeiture or restrictions
on transfer as may correspond to any that apply to the consideration
surrendered, but only to the extent of (i) the number of shares or Performance
Shares, (ii) the Spread of any unexercisable portion of Option Rights, or (iii)
the stated value of Performance Units surrendered.

6
<PAGE> 7

(e) Any grant may provide for deferred payment of the
Option Price from the proceeds of sale through a broker on a date satisfactory
to the Corporation of some or all of the shares to which such exercise relates.

(f) Any grant may, at or after the Date of Grant, provide
for the automatic grant of Reload Option Rights to an Optionee upon the
exercise of Option Rights (including Reload Option Rights) using Common Shares
or other consideration specified in paragraph (d) above. Reload Option Rights
shall cover up to the number of Common Shares, Deferred Shares, Option Rights
or Performance Shares (or the number of Common Shares having a value equal to
the value of any Performance Units) surrendered to the Corporation upon any
such exercise in payment of the Option Price or to meet any withholding
obligations. Reload Options shall specify an Option Price per share, which
shall not be less than 100 percent of the Market Value per Share on the Date of
Grant of the Reload Option Right, and shall be on such other terms as may be
specified by the Committee, which may be the same as or different from those of
the original Option Rights.

(g) Successive grants may be made to the same Participant
whether or not any Option Rights previously granted to such Participant remain
unexercised.

(h) Each grant shall specify the period or periods of
continuous service by the Optionee with the Corporation or any Subsidiary which
is necessary before the Option Rights or installments thereof will become
exercisable and may provide for the earlier exercise of such Option Rights in
the event of a Change in Control, retirement, death or disability of the
Optionee or other similar transaction or event.

(i) Any grant of Option Rights may specify Management
Objectives that must be achieved as a condition to the exercise of such rights.

(j) Option Rights granted under this Plan may be (i)
options, including, without limitation, Incentive Stock Options, that are
intended to qualify under particular provisions of the Code, (ii) options that
are not intended so to qualify, or (iii) combinations of the foregoing.

(k) The Committee may, at or after the Date of Grant of
any Option Rights (other than Incentive Stock Options), provide for the payment
of dividend equivalents to the Optionee on either a current or deferred or
contingent basis or may provide that such equivalents shall be credited against
the Option Price.

(l) The exercise of an Option Right shall result in the
cancellation on a share-for-share basis of any Tandem Appreciation Right
authorized under Section 5 of this Plan.

(m) Each grant shall specify the term of the Option
Right; provided, however, that no Option Right shall be exercisable more than
10 years from the Date of Grant.

7
<PAGE> 8

(n) Each grant of a Replacement Award shall specify an
Option Price per share, as determined by the Committee. Notwithstanding any
other provision in this Plan to the contrary, no grant of a Replacement Award
in substitution of an award that qualified as an Incentive Stock Option
immediately before the grant of the Replacement Award shall contain any term
that is more favorable than the terms of the substituted award.

(o) Each grant of Option Rights shall be evidenced by an
agreement executed on behalf of the Corporation by an officer and delivered to
the Optionee and containing such terms and provisions, consistent with this
Plan, as the Committee may approve.

5. APPRECIATION RIGHTS. The Committee may also authorize grants
to Participants of Appreciation Rights. An Appreciation Right shall be a right
of the Participant to receive from the Corporation an amount, which shall be
determined by the Committee and shall be expressed as a percentage (not
exceeding 100 percent) of the Spread at the time of the exercise of such right.
Any grant of Appreciation Rights under this Plan shall be upon such terms and
conditions as the Committee may determine in accordance with the following
provisions:

(a) Any grant may specify that the amount payable on
exercise of an Appreciation Right may be paid by the Corporation in cash, in
Common Shares or in any combination thereof and may either grant to the
Optionee or retain in the Committee the right to elect among those
alternatives.

(b) Any grant may specify that the amount payable on
exercise of an Appreciation Right may not exceed a maximum specified by the
Committee at the Date of Grant.

(d) Any grant may specify that such Appreciation Right
may be exercised only in the event of a Change in Control or other similar
transaction or event.

(e) Each grant of Appreciation Rights shall be evidenced
by a notification executed on behalf of the Corporation by an officer and
delivered to and accepted by the Optionee, which notification shall describe
such Appreciation Rights, identify the related Option Rights, state that such
Appreciation Rights are subject to all the terms and conditions of this Plan,
and contain such other terms and provisions, consistent with this Plan, as the
Committee may approve.

(f) Any grant of Appreciation Rights may specify Management
Objectives that must be achieved as a condition of the exercise of such rights.

8
<PAGE> 9

(g) Regarding Tandem Appreciation Rights only: Each grant
shall provide that a Tandem Appreciation Right may be exercised only (i) at a
time when the related Option Right (or any similar right granted under any
other plan of the Corporation) is also exercisable and the Spread is positive
and (ii) by surrender of the related Option Right (or such other right) for
cancellation. In addition, a Tandem Appreciation Right awarded in relation to
an Incentive Stock Option must be granted concurrently with such Incentive
Stock Option.

(h) Regarding Free-standing Appreciation Rights only:

(i) Each grant shall specify in respect of each
Free-standing Appreciation Right a Base Price
per Common Share, which shall be equal to or
greater than the Market Value per Share on
the Date of Grant;

(ii) Successive grants may be made to the same
Participant regardless of whether any Free-
standing Appreciation Rights previously
granted to such Participant remain
unexercised;

(iii) Each grant shall specify the period or
periods of continuous service by the
Participant with the Corporation or any
Subsidiary that is necessary before the Free-
standing Appreciation Rights or installments
thereof shall become exercisable, and any
grant may provide for the earlier exercise of
such rights in the event of a Change in
Control, retirement, death or disability of
the Participant or other similar transaction
or event as approved by the Committee; and

(iv) No Free-standing Appreciation Right granted
under this Plan may be exercised more than 10
years from the Date of Grant.

6. RESTRICTED SHARES. The Committee may also authorize the grant
or sale to Participants of Restricted Shares. Each such grant or sale may
utilize any or all of the authorizations, and shall be subject to all of the
requirements, contained in the following provisions:

(a) Each such grant or sale shall constitute an immediate
transfer of the ownership of Common Shares to the Participant in consideration
of the performance of services, entitling such Participant to voting, dividend
and other ownership rights, but subject to the substantial risk of forfeiture
and restrictions on transfer hereinafter referred to.

(b) Each such grant or sale may be made without
additional consideration or in consideration of a payment by such Participant
that is less than Market Value per Share at the Date of Grant.

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<PAGE> 10

(c) Each such grant or sale shall provide that the
Restricted Shares covered by such grant or sale shall be subject to a
"substantial risk of forfeiture" within the meaning of Section 83 of the Code
for a period of not less than one (1) year to be determined by the Committee at
the Date of Grant, or less than one (1) year if so determined by the Committee
in the case of a Replacement Award, and any grant or sale may provide for the
earlier termination of such period in the event of a Change in Control,
retirement, or death or disability of the Optionee or other similar transaction
or event as approved by the Committee.

(d) Each such grant or sale shall provide that during the
period for which such substantial risk of forfeiture is to continue, the
transferability of the Restricted Shares shall be prohibited or restricted in
the manner and to the extent prescribed by the Committee at the Date of Grant
(which restrictions may include, without limitation, rights of repurchase or
first refusal in the Corporation or provisions subjecting the Restricted Shares
to a continuing substantial risk of forfeiture in the hands of any transferee).

(e) Any grant of Restricted Shares may specify Management
Objectives which, if achieved, will result in termination or early termination
of the restrictions applicable to such shares and each grant may specify in
respect of such specified Management Objectives, a minimum acceptable level of
achievement and may set forth a formula for determining the number of
Restricted Shares on which restrictions will terminate if performance is at or
above the minimum level, but falls short of full achievement of the specified
Management Objectives.

(f) Any such grant or sale of Restricted Shares may
require that any or all dividends or other distributions paid thereon during
the period of such restrictions be automatically deferred and reinvested in
additional Restricted Shares, which may be Subject to the same restrictions as
the underlying award.

(g) Each grant or sale of Restricted Shares shall be
evidenced by an agreement executed on behalf of the Corporation by any officer
and delivered to and accepted by the Participant and shall contain such terms
and provisions, consistent with this Plan, as the Committee may approve.
Unless otherwise directed by the Committee, all certificates representing
Restricted Shares shall be held in custody by the Corporation until all
restrictions thereon shall have lapsed, together with a stock power executed by
the Participant in whose name such certificates are registered, endorsed in
blank and covering such Shares.

7. DEFERRED SHARES. The Committee may also authorize the grant
or sale of Deferred Shares to Participants. Each such grant or sale may
utilize any or all of the authorizations, and shall be subject to all of the
requirements contained in the following provisions:

(a) Each such grant or sale shall constitute the
agreement by the Corporation to deliver Common Shares to the Participant in the
future in consideration of the performance

10
<PAGE> 11

of services, but subject to the fulfillment of such conditions during the
Deferral Period as the Committee may specify.

(b) Each such grant or sale may be made without
additional consideration or in consideration of a payment by such Participant
that is less than the Market Value per Share at the Date of Grant.

(c) Each such grant or sale shall be subject, except (if
the Committee shall so determine) in the event of a Change in Control or other
similar transaction or event, to a Deferral Period of not less than 1 year, as
determined by the Committee at the Date of Grant.

(d) During the Deferral Period, the Participant shall
have no right to transfer any rights under his or her award and shall have no
rights of ownership in the Deferred Shares and shall have no right to vote
them, but the Committee may, at or after the Date of Grant, authorize the
payment of dividend equivalents on such Shares on either a current or deferred
or contingent basis, either in cash or in additional Common Shares.

(e) Each grant or sale of Deferred Shares shall be
evidenced by an agreement executed on behalf of the Corporation by any officer
and delivered to and accepted by the Participant and shall contain such terms
and provisions, consistent with this Plan, as the Committee may approve.

8. PERFORMANCE SHARES OR PERFORMANCE UNITS. The Committee may
also authorize the grant of Performance Shares or Performance Units that will
become payable to a Participant upon achievement of specified Management
Objectives. Each such grant may utilize any or all of the authorizations, and
shall be subject to all of the requirements, contained in the following
provisions:

(a) Each grant shall specify the number of Performance
Shares or Performance Units to which it pertains, which number may be subject
to adjustment to reflect changes in compensation or other factors; provided,
however, that no such adjustment shall be made in the case of a Covered
Employee where such action would result in the loss of the otherwise available
exemption of the award under Section 162(m) of the Code.

(b) The Performance Period with respect to each
Performance Share or Performance Unit shall be such period of time not less
than 1 year, (except in the event of a Change in Control or other similar
transaction or event, if the Committee shall so determine) commencing with the
Date of Grant and ending on the last date of the Performance Period (as shall
be determined by the Committee at the time of grant).

(c) Any grant of Performance Shares or Performance Units
shall specify Management Objectives which, if achieved, will result in payment
or early payment of the award, and each grant shall specify in respect of such
specified one or more Management Objectives a minimum acceptable level of
achievement and shall set forth a formula for

11
<PAGE> 12

determining the number of Performance Shares or Performance Units that will be
earned if performance is at or above the minimum level, but falls short of full
achievement of the specified Management Objectives. The grant of Performance
Shares or Performance Units shall specify that, before the Performance Shares
or Performance Units shall be earned and paid, the Committee must certify that
the Management Objectives have been satisfied.

(d) Each grant shall specify a minimum acceptable level
of achievement in respect of the specified Management Objectives below which no
payment will be made and shall set forth a formula for determining the amount
of payment to be made if performance is at or above such minimum but short of
full achievement of the Management Objectives.

(e) Each grant shall specify the time and manner of
payment of Performance Shares or Performance Units which have been earned. Any
grant may specify that the amount payable with respect thereto may be paid by
the Corporation in cash, in Common Shares or in any combination thereof and may
either grant to the Participant or retain in the Committee the right to elect
among those alternatives.

(f) Any grant of Performance Shares may specify that the
amount payable with respect thereto may not exceed a maximum specified by the
Committee at the Date of Grant. Any grant of Performance Units may specify
that the amount payable or the number of Common Shares issued with respect
thereto may not exceed maximums specified by the Committee at the Date of
Grant.

(g) The Committee may, at or after the Date of Grant of
Performance Shares, provide for the payment of dividend equivalents to the
holder thereof on either a current or deferred or contingent basis, either in
cash or in additional Common Shares.

(h) Each grant of Performance Shares or Performance Units
shall be evidenced by a notification executed on behalf of the Corporation by
any officer and delivered to and accepted by the Participant, which
notification shall state that such Performance Shares or Performance Units are
subject to all the terms and conditions of this Plan, and contain such other
terms and provisions, consistent with this Plan, as the Committee may approve.

9. AWARDS TO NON-EMPLOYEE OFFICERS OR DIRECTORS. Restricted
Shares and Option Rights shall be granted to Non-Employee Officers or Directors
as follows:

(a) Immediately following his or her initial election to
the Board, Restricted Shares with a fair market value of $25,000, if
unrestricted, shall be granted to each Non-Employee Officer or Director. Such
Restricted Shares shall become transferable and nonforfeitable three (3) years
from the Date of Grant; provided, however, that such Restricted Shares shall
immediately become transferable and nonforfeitable in the event of (i) a Change
in Control, or (ii) the Participant's death while a non-Employee Officer or
Director, or (iii) the Participant's retirement from the Board.

12
<PAGE> 13

(b) Immediately following each Annual Meeting, 3,000
Option Rights shall be granted to each Non- Employee Officer or Director, other
than the Chairman of the Board who shall be granted 5,000 Option Rights
immediately following each Annual Meeting. The exercise price for such Option
Rights shall be Market Value per Share on the Date of Grant. Such Option
Rights shall become exercisable two (2) years from the Date of Grant; provided,
however, that such Option Rights shall immediately become exercisable in the
event of (i) a Change in Control, or (ii) the Participant's death while a
non-Employee Officer or Director, or (iii) the Participant's retirement from
the Board.

(c) Each grant of Restricted Shares or Option Rights
shall be evidenced by an agreement executed on behalf of the Corporation by an
officer and delivered to the grantee and such terms and provisions, consistent
with this Plan, as the Committee may approve. In addition, the Board retains
the discretion at any time to alter the provisions set forth under Sections
9(a) and 9(b) and to add any additional terms as it, in its discretion, deems
appropriate or to make any awards on terms that the Board determines to be
appropriate.

10. OTHER AWARDS. The Committee shall have the authority to
specify the terms and provisions of other equity-based or equity-related awards
not described above ("Other Awards") which the Committee determines to be
consistent with the purpose of the Plan and the interests of the Corporation,
which awards may provide for the acquisition or future acquisition of Common
Shares by Participants.

11. TRANSFERABILITY. (a) Except as otherwise determined by the
Committee, no Option Right, Appreciation Right or other derivative security
granted under the Plan shall be transferable by an Optionee other than by will
or the laws of descent and distribution. Except as otherwise determined by the
Committee, Option Rights and Appreciation Rights shall be exercisable during
the Optionee's lifetime only by him or her or by his or her guardian or legal
representative.

(b) The Committee may specify at the Date of Grant that
part or all of the Common Shares that are (i) to be issued or transferred by
the Corporation upon the exercise of Option Rights or Appreciation Rights, upon
the termination of the Deferral Period applicable to Deferred Shares or upon
payment under any grant of Performance Shares or Performance Units or (ii) no
longer subject to the substantial risk of forfeiture and restrictions on
transfer referred to in Section 6 of this Plan, shall be subject to further
restrictions on transfer.

12. ADJUSTMENTS. The Committee may make or provide for such
adjustments in the numbers of Common Shares covered by outstanding Option
Rights, Appreciation Rights, Deferred Shares, Performance Shares and Other
Awards granted hereunder, in the prices per share applicable to such Option
Rights and Appreciation Rights and in the kind of shares covered thereby, as
the Committee, in its sole discretion, exercised in good faith, may determine
is equitably required to prevent dilution or enlargement of the rights of
Participants

13
<PAGE> 14

or Optionees that otherwise would result from (a) any stock dividend, stock
split, combination of shares, recapitalization or other change in the capital
structure of the Corporation, or (b) any merger, consolidation, spin-off,
split-off, spin-out, split-up, reorganization, partial or complete liquidation
or other distribution of assets, issuance of rights or warrants to purchase
securities, or (c) any other corporate transaction or event having an effect
similar to any of the foregoing. Moreover, in the event of any such transaction
or event, the Committee, in its discretion, may provide in substitution for any
or all outstanding awards under this Plan such alternative consideration as it,
in good faith, may determine to be equitable in the circumstances and may
require in connection therewith the surrender of all awards so replaced. The
Committee may also make or provide for such adjustments in the numbers of
shares specified in Section 3 of this Plan and in the number of Option Rights
to be granted automatically pursuant to Section 9 of this Plan as the Committee
in its sole discretion, exercised in good faith, may determine is appropriate
to reflect any transaction or event described in this Section 12.

13. CHANGE IN CONTROL. For purposes of this Plan, a "Change in
Control" shall mean if at any time any of the following events shall have
occurred:

(a) The Corporation is merged or consolidated or
reorganized into or with another corporation or other legal person, and as a
result of such merger, consolidation or reorganization less than a majority of
the combined voting power of the then-outstanding securities of such
corporation or person immediately after such transaction is held in the
aggregate by the holders of Voting Shares immediately prior to such
transaction;

(b) The Corporation sells or otherwise transfers all or
substantially all of its assets to any other corporation or other legal person,
and as a result of such sale or transfer, less than a majority of the combined
voting power of the then-outstanding securities of such corporation or person
immediately after such sale or transfer is held in the aggregate by the holders
of Voting Shares immediately prior to such sale or transfer;

(c) There is a report filed on Schedule 13D or Schedule
14D-1 (or any successor schedule, form or report), each as promulgated pursuant
to the Exchange Act, disclosing that any person (as the term "person" is used
in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the
beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or
any successor rule or regulation promulgated under the Exchange Act) of
securities representing 30% or more of the Voting Shares;

(d) The Corporation files a report or proxy statement
with the Securities and Exchange Commission pursuant to the Exchange Act
disclosing in response to Form 8-K or Schedule 14A (or any successor schedule,
form or report or item therein) that a change in control of the Corporation has
or may have occurred or will or may occur in the future pursuant to any
then-existing contract or transaction; or

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<PAGE> 15

(e) If during any period of two consecutive years,
individuals who at the beginning of any such period constitute the Directors of
the Corporation cease for any reason to constitute at least a majority thereof,
unless the election, or the nomination for election by the Corporation's
shareholders, of each Director of the Corporation first elected during such
period was approved by a vote of at least two-thirds of the Directors of the
Corporation then still in office who were Directors of the Corporation at the
beginning of any such period.

(f) Notwithstanding the foregoing provisions of Section
13(c) and (d) above, a "Change in Control" shall not be deemed to have occurred
for purposes of this Plan (i) solely because (A) the Corporation, (B) a
Subsidiary or (C) any Corporation-sponsored employee stock ownership plan or
other employee benefit plan of the Corporation, either files or becomes
obligated to file a report or proxy statement under or in response to Schedule
13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form
or report or item therein) under the Exchange Act, disclosing beneficial
ownership by it of shares of Voting Shares, whether in excess of 30% or
otherwise, or because the Corporation reports that a change of control of the
Corporation has or may have occurred or will or may occur in the future by
reason of such beneficial ownership or (ii) solely because of a change in
control of any Subsidiary.

(g) Notwithstanding the foregoing provisions of this
Section 13, if prior to any event described in paragraphs (a), (b), (c) or (d)
of this Section 13 instituted by any person who is not an officer or director
of the Corporation, or prior to any disclosed proposal instituted by any person
who is not an officer or director of the Corporation which could lead to any
such event, management proposes any restructuring of the Corporation which
ultimately leads to an event described in paragraphs (a), (b), (c) or (d) of
this Section 13 pursuant to such management proposal, then a "Change in
Control" shall not be deemed to have occurred for purposes of this Plan.

14. FRACTIONAL SHARES. The Corporation shall not be required to
issue any fractional Common Shares pursuant to this Plan. The Committee may
provide for the elimination of fractions or for the settlement of fractions in
cash based on Market Value per Share on the date of settlement.

15. WITHHOLDING TAXES. To the extent that the Corporation is
required to withhold federal, state, local or foreign taxes in connection with
any payment made or benefit realized by a Participant or other person under
this Plan, and the amounts available to the Corporation for such withholding
are insufficient, it shall be a condition to the receipt of such payment or the
realization of such benefit that the Participant or such other person make
arrangements satisfactory to the Corporation for payment of the balance of such
taxes required to be withheld, which arrangements (in the discretion of the
Committee) may include relinquishment of a portion of such benefit. The
Corporation and a Participant or such other person may also make similar
arrangements with respect to the payment of any taxes with respect to which
withholding is not required.

15
<PAGE> 16

16. PARTICIPATION BY EMPLOYEES AND OTHER PROVIDERS OF SERVICES TO
DESIGNATED SUBSIDIARIES. As a condition to the effectiveness of any grant or
award to be made hereunder to a Participant who is an employee of, or other
provider of services to, a Designated Subsidiary, whether or not such
Participant is also employed by or provides services to the Corporation or
another Subsidiary, the Committee may require such Designated Subsidiary to
agree to transfer to such person (when, as and if provided for under this Plan
and any applicable agreement entered into with any such person pursuant to this
Plan) the Common Shares that would otherwise be delivered by the Corporation,
upon receipt by such Designated Subsidiary of any consideration then otherwise
payable by such Participant to the Corporation. Any such award shall be
evidenced by an agreement between the Participant and the Designated
Subsidiary, in lieu of the Corporation, on terms consistent with this Plan and
approved by the Committee and such Designated Subsidiary. All such Common
Shares so delivered by or to a Designated Subsidiary shall be treated as if
they had been delivered by or to the Corporation for purposes of Section 3 of
this Plan, and all references to the Corporation in this Plan shall be deemed
to refer to such Designated Subsidiary, except for purposes of the definition
of "Board" and except in other cases where the context otherwise requires.

17. FOREIGN EMPLOYEES AND PROVIDERS OF SERVICES. In order to
facilitate the making of any grant or combination of grants under this Plan,
the Committee may provide for such special terms for awards to Participants who
are foreign nationals or who are employed by or provide services to the
Corporation or any Subsidiary outside of the United States of America as the
Committee may consider necessary or appropriate to accommodate differences in
local law, tax policy or custom. Moreover, the Committee may approve such
supplements to or amendments, restatements or alternative versions of this Plan
as it may consider necessary or appropriate for such purposes, without thereby
affecting the terms of this Plan as in effect for any other purpose, and the
Secretary or other appropriate officer of the Corporation may certify any such
document as having been approved and adopted in the same manner as this Plan.
No such special terms, supplements, amendments or restatements, however, shall
include any provisions that are inconsistent with the terms of this Plan as
then in effect unless this Plan could have been amended to eliminate such
inconsistency without further approval by the shareholders of the Corporation.

18. ADMINISTRATION OF THE PLAN. (a) This Plan shall be
administered by a Committee of the Board (or subcommittee thereof), consisting
of not less than three Non-Employee Directors appointed by the Board.
Moreover, except as the Board may otherwise determine, so long as all of the
Corporation's outstanding shares are owned by Equifax Inc., or until the Board
appoints a ChoicePoint Inc. Management Compensation Committee, all matters
relating to awards under the Plan shall be, and are hereby delegated to the
Management Compensation Committee of Equifax Inc., provided, however, that all
actions taken shall be subject to the approval by the Board. To the extent of
such delegation, references in the Plan to the Board shall also refer to the
appropriate committee. A majority of the Committee (or subcommittee thereof)
shall constitute a quorum, and the action of the members of the Committee (or
subcommittee thereof) present at any meeting at which a quorum is present, or
acts unanimously approved in writing, shall be the acts of the committee

16
<PAGE> 17

(or subcommittee thereof). Until subsequent action of the Board, the Committee
shall be the Management Compensation Committee of the Board.

(b) The interpretation and construction by the Committee
of any provision of this Plan or of any agreement, notification or document
evidencing the grant of Option Rights, Appreciation Rights, Restricted Shares,
Deferred Shares, Performance Shares, Performance Units or Other Awards and any
determination by the Committee pursuant to any provision of this Plan or of any
such agreement, notification or document shall be final and conclusive. No
member of the Committee shall be liable for any such action or determination
made in good faith.

19. AMENDMENTS, ETC. (a) The Committee may at any time and from
time to time amend the Plan in whole or in part; provided, however, that any
amendment which must be approved by the shareholders of the Corporation in
order to comply with applicable law or the rules of the principal national
securities exchange upon which the Common Shares are traded or quoted shall not
be effective unless and until such approval has been obtained. Presentation of
this Plan or any amendment hereof for shareholder approval shall not be
construed to limit the Corporation's authority to offer similar or dissimilar
benefits under plans that do not require shareholder approval.

(b) The Committee may, with the concurrence of an affected
Optionee or other Participant, cancel any agreement evidencing Option Rights or
any other award granted under this Plan. In the event of such cancellation,
the Committee may authorize the granting of new Option Rights or other awards
hereunder (which may or may not cover the same number of Common Shares which
had been the subject of the prior award) in such manner, at such option price,
and subject to such other terms, conditions and discretion as would have been
applicable under this Plan had the cancelled Option Rights or other award not
been granted.

(c) The Committee also may permit Participants to elect
to defer the issuance of Common Shares or the settlement of awards in cash
under the Plan pursuant to such rules, procedures or programs as it may
establish for purposes of this Plan. The Committee also may provide that
deferred settlements include the payment or crediting of dividend equivalents
or interest on the deferral amounts.

(d) The Committee may condition the grant of any award or
combination of awards authorized under this Plan on the surrender or deferral
by the Participant of his or her right to receive a cash bonus or other
compensation otherwise payable by the Corporation or a Subsidiary to the
Participant.

(e) In case of termination of employment or service by
reason of death, disability or normal or early retirement, or in the case of
hardship or other special circumstances, of a Participant who holds an Option
Right or Appreciation Right not immediately exercisable in full, or any
Restricted Shares as to which the substantial risk of forfeiture or the
prohibition or restriction on transfer has not lapsed, or any Deferred Shares
as

17
<PAGE> 18

to which the Deferral Period has not been completed, or any Performance Shares
or Performance Units which have not been fully earned, or who holds Common
Shares subject to any transfer restriction imposed pursuant to Section 11(b) of
this Plan, the Committee may, in its sole discretion, accelerate the time at
which such Option Right or Appreciation Right may be exercised or the time at
which such substantial risk of forfeiture or prohibition or restriction on
transfer will lapse or the time when such Deferral Period will end or the time
at which such Performance Shares or Performance Units will be deemed to have
been fully earned or the time when such transfer restriction will terminate or
may waive any other limitation or requirement under any such award.

(f) This Plan shall not confer upon any Participant any
right with respect to continuance of employment or other service with the
Corporation or any Subsidiary, nor shall it interfere in any way with any right
the Corporation or any Subsidiary would otherwise have to terminate such
Participant's employment or other service at any time.

(g) To the extent that any provision of this Plan would
prevent any Option Right that was intended to qualify as an Incentive Stock
Option from qualifying as such, that provision shall be null and void with
respect to such Option Right. Such provision, however, shall remain in effect
for other Option Rights and there shall be no further effect on any provision
of this Plan.

20. TERMINATION. No grant (other than an automatic grant of Reload
Option Rights) shall be made under this Plan more than 10 years after the date
on which this Plan is first approved by the shareholders of the Corporation,
but all grants made on or prior to such date shall continue in effect
thereafter subject to the terms thereof and of this Plan.

<PAGE> 1
EXHIBIT 10.03

DISTRIBUTION AGREEMENT
PLAN OF REORGANIZATION AND DISTRIBUTION

DISTRIBUTION AGREEMENT ("Agreement") dated as of July 31, 1997 by and
between Equifax Inc., a Georgia corporation ("Equifax"), and ChoicePoint Inc.,
a Georgia corporation ("ChoicePoint").

RECITALS

A. ChoicePoint is a wholly-owned subsidiary of Equifax formed for the
purpose of taking title to the stock of certain Equifax subsidiaries, the assets
and liabilities of which constitute the businesses of Equifax's Insurance
Services Group ("ISG").

B. The Board of Directors of Equifax has determined that it is in the
best interests of Equifax and its shareholders to transfer and assign to
ChoicePoint effective at and after the Effective Time (as defined herein) and as
a contribution to the capital of ChoicePoint, the capital stock of the Equifax
subsidiaries that currently operate the ISG businesses and to receive in
exchange therefor shares of ChoicePoint Common Stock (as defined herein).

C. The Board of Directors of Equifax has further determined that it
is in the best interests of Equifax and its shareholders to transfer, sell and
assign substantially all of the assets and substantially all of the liabilities
of CUE UK (as defined herein) to ChoicePoint.

D. The Board of Directors of Equifax has further determined that it
is in the best interests of Equifax and its shareholders to make a distribution
(the "Distribution") to the holders of Equifax Common Stock (as defined herein)
of all of the outstanding shares of ChoicePoint Common Stock at the rate of one
share of ChoicePoint Common Stock for every ten shares of Equifax Common Stock
outstanding as of the Record Date (as defined herein).

E. The parties intend that the Distribution not be taxable to Equifax
or its shareholders pursuant to Section 355 of the Code (as defined herein).

F. The parties have determined that it is necessary and desirable to
set forth the principal corporate transactions required to effect the
Distribution and to set forth other agreements that will govern certain other
matters following the Distribution.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual
agreements and covenants contained in this Agreement and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

<PAGE> 2
ARTICLE I

DEFINITIONS

Section 1.01 Definitions. As used herein, the following terms have the
following meaning:

"Acrofax" means Acrofax, Inc., a wholly-owned subsidiary of Equifax
organized under the laws of the country of Canada.

"Action" means any claim, suit, arbitration, inquiry, proceeding or
investigation by or before any court, governmental or other regulatory or
administrative agency or commission or any other tribunal.

"Ancillary Agreements" means all of the written agreements, instruments,
understandings, assignments and other arrangements entered into in connection
with the transactions contemplated hereby, including, without limitation, the
Employee Benefits Agreement, the Transition Support Agreement, the Intercompany
Information Services Agreement, the Intellectual Property Agreement, the CUE UK
Agreements, the Tax Sharing and Indemnification Agreement and the Real Estate
Agreements.

"Assets" means all properties, rights, contracts, leases and claims, of
every kind and description, wherever located, whether tangible or intangible,
and whether real, personal or mixed.

"Assumed Debt" means that certain $29 million Liability of Equifax under
its discretionary credit lines assumed by ChoicePoint pursuant to this
Agreement.

"ChoicePoint Articles" means the articles of incorporation of ChoicePoint
in the form filed as an exhibit to the Form S-1 at the time it becomes
effective.

"ChoicePoint Assets" means (a) the capital stock of Osborn, EGSS and
Services to be transferred at or prior to the Effective Time by Equifax to
ChoicePoint, (b) all Assets of CUE UK (other than as provided in the CUE UK
Agreements) to be sold by Equifax Europe UK, Ltd. to ChoicePoint Ltd. at or
prior to the Effective Time pursuant to the CUE UK Agreements, (c)
ChoicePoint's rights under the CUE UK Agreements, and (d) all Assets that are
(i) owned of record or held in the name of a member of the ChoicePoint Group at
the Effective Time, (ii) treated for internal financial reporting purposes of
Equifax prior to the Effective Time or on the ISG Balance Sheet as owned by a
member of the ChoicePoint Group, or (iii) at the Effective Time used
exclusively by one or more members of the ChoicePoint Group.

"ChoicePoint Business" means the business now or formerly conducted by
ISG.

- 2 -

<PAGE> 3

"ChoicePoint Bylaws" means the bylaws of ChoicePoint in the form filed as
an exhibit to the Form S-1 at the time it becomes effective.

"ChoicePoint Common Stock" means the outstanding shares of common stock,
$.10 par value, of ChoicePoint.

"ChoicePoint Group" means ChoicePoint, Osborn, EGSS, Services, ChoicePoint
Ltd., any of their respective subsidiaries and any subsidiary or division of
any member of the Equifax Group that is included in the operations of the
ChoicePoint Business and is included in the results of the ChoicePoint Business
for internal financial reporting purposes.

"ChoicePoint Liabilities" means (a) Liabilities of any member of the
ChoicePoint Group under this Agreement or any Ancillary Agreement, (b) except
as otherwise expressly provided in this Agreement or any Ancillary Agreement,
Liabilities incurred in connection with the conduct or operation of the
ChoicePoint Business (including any acquired businesses) or the ownership or
use of the ChoicePoint Assets, whether arising before, at or after the
Effective Time, (c) Liabilities arising under or in connection with the Form
S-1, except to the extent such Liabilities arise out of or are based upon
information included in the section of the Form S-1 entitled "Summary - Equifax
Inc.", (d) except as otherwise expressly provided in this Agreement or any
Ancillary Agreement, Liabilities set forth on the ISG Balance Sheet, (e) except
as otherwise provided in this Agreement or any Ancillary Agreement, Liabilities
of the Equifax Group or the ChoicePoint Group relating to a Sold ISG Business
or arising out of the sale thereof, (f) any and all Liabilities assumed by
ChoicePoint or another member of the ChoicePoint Group under the CUE UK
Agreements, (g) the Assumed Debt and (h) any Liabilities relating to or arising
out of the acquisition (whether through an acquisition of stock or assets or a
merger, share exchange or other form of business combination) of any business
prior to the Effective Time by any member of the ChoicePoint Group, except to
the extent such Liabilities arise out of or are based upon the issuance of
securities of Equifax in any such business combination transaction.

"ChoicePoint Ltd." means ChoicePoint Ltd., a wholly-owned subsidiary of
Services incorporated under the laws of the United Kingdom for the purpose of
acquiring substantially all of the Assets and assuming substantially all of the
Liabilities of CUE UK.

"Code" means the Internal Revenue Code of 1986, as amended.

"Commission" means the Securities and Exchange Commission.

"CUE UK" means the Equifax Insurance Services division of Equifax Europe
UK, Ltd.

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"CUE UK Agreements" means the Business Transfer Agreement and other
related deeds, agreements, assignments, titles and notes relating to certain
Assets and certain Liabilities of CUE UK, each entered into at or prior to the
Effective Time between Equifax Europe UK Ltd. and ChoicePoint Ltd., as amended
from time to time.

"Distribution" is defined in the recitals to this Agreement.

"Distribution Agent" means SunTrust Bank, Atlanta, in its capacity as
agent for Equifax in connection with the Distribution.

"Distribution Date" means the date upon which the Distribution shall be
effective, as determined by the Board of Directors of Equifax.

"ECIS" means Equifax Credit Information Services, Inc., a wholly-owned
subsidiary of Equifax organized under the laws of the State of Georgia.

"Effective Time" means 5:00 p.m. Atlanta time on July 31, 1997.

"EGSS" means Equifax Government and Special Systems, Inc., a wholly-owned
subsidiary of Equifax.

"Employee Benefits Agreement" means the Employee Benefits Agreement
entered into at or prior to the Effective Time between Equifax and ChoicePoint,
as amended from time to time.

"Equifax Business" means the business now or formerly conducted by Equifax
and its present and former subsidiaries, joint ventures and partnerships, other
than the ChoicePoint Business.

"Equifax Common Stock" means the outstanding shares of common stock, $1.25
par value, of Equifax.

"Equifax Group" means Equifax and its subsidiaries, joint ventures and
partnerships, excluding any member of the ChoicePoint Group.

"Equifax Liabilities" means (i) Liabilities of any member of the Equifax
Group under this Agreement or any Ancillary Agreement, and (ii) Liabilities,
other than ChoicePoint Liabilities, incurred in connection with the operation
of the Equifax Business, whether arising before, at or after the Effective
Time.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Form S-1" means the registration statement on Form S-1 filed by
ChoicePoint with the Commission to effect the registration of the distribution
of the

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<PAGE> 5

ChoicePoint Common Stock pursuant to the Securities Act, as such registration
statement may be amended from time to time.

"Group" means the Equifax Group or the ChoicePoint Group, as the context
so requires.

"Guaranteed ChoicePoint Liabilities" means the ChoicePoint Liabilities on
which any member of the Equifax Group is an obligor by reason of any guarantee
or contractual commitment.

"Guaranteed Equifax Liabilities" means the Equifax Liabilities on which
any member of the ChoicePoint Group is an obligor by reason of any guarantee or
contractual commitment.

"Indemnifiable Loss" means any and all damage, loss, liability and expense
(including, without limitation, reasonable expenses of investigation and
reasonable attorneys' fees and expenses) in connection with any and all Actions
or threatened Actions.

"Intellectual Property Agreement" means the Intellectual Property
Agreement entered into at or prior to the Effective Time between Equifax and
ChoicePoint, as amended from time to time.

"Intercompany Information Services Agreement" means the Intercompany
Information Services Agreement entered into at or prior to the Effective Time
between Equifax and ChoicePoint, as amended from time to time.

"ISG Balance Sheet" means the consolidated balance sheet of ISG as of July
31, 1997, which balance sheet shall be prepared by Equifax on a basis
consistent with Equifax's historical practices for the preparation of monthly
divisional balance sheets.

"Liabilities" means any and all claims, debts, liabilities and
obligations, absolute or contingent, matured or not matured, liquidated or
unliquidated, accrued or unaccrued, known or unknown, whenever arising,
including all costs and expenses relating thereto, and including, without
limitation, those debts, liabilities and obligations arising under this
Agreement or any Ancillary Agreement, any law, rule, regulation, action, order
or consent decree of any governmental entity or any award of any arbitrator of
any kind, and those arising under any contract, commitment or undertaking.

"Osborn" means Osborn Laboratories, Inc., a wholly-owned subsidiary of
Equifax organized under the laws of the State of Delaware.

"Prime Rate" means the prime rate of interest as determined from time to
time by SunTrust Bank, Atlanta.

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<PAGE> 6

"Prospectus" means the prospectus to be sent to each holder of Equifax
Common Stock in connection with the Distribution.

"Rabbi Trust" means the trust established by Equifax pursuant to that
certain trust agreement dated December 29, 1989.

"Real Estate Agreements" means all subleases, releases, assignments,
consents and agreements relating to the division of real property and interests
therein between members of the Equifax Group and members of the ChoicePoint
Group entered into at or prior to the Effective Time, in each case as amended
from time to time.

"Record Date" means the date designated by Equifax's Board of Directors as
the record date for determining the shareholders of Equifax entitled to receive
the Distribution.

"Revolving Credit Agreement" means the Revolving Credit Agreement among
various lenders and ChoicePoint, which provides for up to $250 million of
availability.

"Securities Act" means the Securities Act of 1933, as amended.

"Services" means Equifax Services Inc., a wholly-owned subsidiary of
Equifax organized under the laws of the State of Georgia.

"Sold ISG Business" means any of the Assets or businesses related to the
ChoicePoint Business formerly owned, directly or indirectly, by Equifax and
heretofore sold.

"Stock Benefit Trust" means the Equifax Inc. Stock Benefit Trust.

"Tax" shall have the meaning given to such term in the Tax Sharing and
Indemnification Agreement.

"Tax Sharing and Indemnification Agreement" means the Tax Sharing and
Indemnification Agreement entered into at or before the Effective Time between
Equifax and ChoicePoint, as amended from time to time.

"Transition Support Agreement" means the Transition Support Agreement
entered into at or prior to the Effective Time between Equifax and ChoicePoint,
as amended from time to time.

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<PAGE> 7

ARTICLE II

REORGANIZATION; CONVEYANCE OF CERTAIN ASSETS; ASSUMPTION OF CERTAIN
LIABILITIES; CERTAIN PAYMENTS; AND TRANSITION ARRANGEMENTS

Section 2.01 Reorganization.

(a) At or before the Effective Time, Equifax shall transfer to
ECIS all of the capital stock of Acrofax.

(b) At or before the Effective Time, Equifax shall contribute
to ChoicePoint all of the issued and outstanding capital stock of Osborn, EGSS
and Services in exchange for a number of shares of ChoicePoint Common Stock that
when combined with the shares of ChoicePoint Common Stock already owned by
Equifax shall equal approximately 14,700,000.

(c) Immediately after the transaction described in paragraph
2.01(b) above, ChoicePoint shall transfer all of the issued and outstanding
shares of capital stock of Osborn and EGSS to Services.

(d) At or before the Effective Time, Services shall cause
ChoicePoint Ltd. to be formed under the laws of the United Kingdom. At or
before the Effective Time and pursuant to the terms of the CUE UK Agreements,
ChoicePoint Ltd. shall purchase substantially all of the Assets and assume
substantially all of the Liabilities of CUE UK in a transaction that is intended
to be taxable under the Code.

Section 2.02 Conveyance of Assets; Discharge of Liabilities. Except as
otherwise expressly provided herein or in any of the Ancillary Agreements:

(a) At the Effective Time (i) all ChoicePoint Assets are
intended to be and shall become Assets of the ChoicePoint Group, (ii) all
ChoicePoint Liabilities are intended to be and shall become the Liabilities of
the ChoicePoint Group, and (iii) all other Assets and Liabilities of Equifax and
its subsidiaries are intended to be and shall remain exclusively the Assets and
Liabilities of the Equifax Group.

(b) At the Effective Time, ChoicePoint shall assume and shall
thereafter timely pay and discharge the Assumed Debt.

(c) At the Effective Time, Equifax agrees to transfer or cause
to be transferred to ChoicePoint or to such other members of the ChoicePoint
Group as ChoicePoint may designate all right, title and interest of the Equifax
Group in and to all of the ChoicePoint Assets.

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<PAGE> 8

(d) At the Effective Time, ChoicePoint agrees to transfer or
cause to be transferred to Equifax or to such other member of the Equifax Group
as Equifax may designate all right, title and interest of the ChoicePoint Group
in and to all Assets that are not ChoicePoint Assets.

(e) ChoicePoint agrees that at and after the Effective Time it
will assume and thereafter timely pay and discharge all of the ChoicePoint
Liabilities.

(f) Equifax agrees that at and after the Effective Time it will
assume and thereafter timely pay and discharge all of the Equifax Liabilities.

(g) In the event that any conveyance of an Asset required
hereby is not effected at or before the Effective Time, the obligation to
transfer such Asset shall continue past the Effective Time and shall be
accomplished as soon thereafter as practicable.

(h) If any Asset may not be transferred by reason of the
requirement to obtain the consent of any third party and such consent has not
been obtained by the Effective Time, then such Asset shall not be transferred
until such consent has been obtained, and Equifax and ChoicePoint, as the case
may be, shall cause the owner of such Asset to use all reasonable efforts to
provide to the appropriate member of the other Group all the rights and benefits
under such Asset and cause such owner to enforce such Asset for the benefit of
such member. Both parties shall otherwise cooperate and use all reasonable
efforts to provide the economic and operational equivalent of an assignment or
transfer of the Asset.

(i) From and after the Effective Time, each party shall
promptly transfer or cause the members of its Group promptly to transfer to the
other party or the appropriate member of the other party's Group, from time to
time, any property received that is an Asset of the other party or a member of
its Group. Without limiting the foregoing, funds received by a member of one
Group upon the payment of accounts receivable that belong to a member of the
other Group shall be transferred to the other Group by wire transfer not more
than five business days after receipt of such payment.

(j) Except as expressly set forth in this Agreement or any
Ancillary Agreement, instrument or document contemplated by this Agreement or
any Ancillary Agreement, neither any member of the Equifax Group nor any member
of the ChoicePoint Group has made or shall be deemed to have made any
representation or warranty as to (i) the Assets, business or Liabilities
retained, transferred or assumed as contemplated hereby or thereby, (ii) any
consents or approvals required in connection with the transfer or assumption by
such party of any Asset or Liability contemplated by this Agreement, (iii) the
value or freedom from any lien, claim, equity or other encumbrance of, or any
other matter concerning, any Assets of such party or (iv) the absence of any
defenses or right of setoff or freedom from counterclaim with respect to any
claim or other Asset of such party. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN
THIS AGREEMENT

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<PAGE> 9

OR ANY ANCILLARY AGREEMENT, ALL ASSETS WERE, OR ARE BEING, TRANSFERRED, OR ARE
BEING RETAINED ON A "AS IS," "WHERE IS" BASIS AND THE RESPECTIVE TRANSFEREES
WILL BEAR THE ECONOMIC AND LEGAL RISKS THAT ANY CONVEYANCE SHALL PROVE TO BE
INSUFFICIENT TO VEST IN THE TRANSFEREE A TITLE THAT IS FREE AND CLEAR OF ANY
LIEN, CLAIM, EQUITY OR OTHER ENCUMBRANCE.

Section 2.03 Ancillary Agreements. At the Effective Time, Equifax and
ChoicePoint will execute and deliver:

(a) A duly executed Employee Benefits Agreement;

(b) A duly executed Tax Sharing and Indemnification Agreement;

(d) A duly executed Transition Support Agreement;

(e) A duly executed Intellectual Property Agreement;

(f) Duly executed copies of the CUE UK Agreements;

(g) Duly executed copies of the Real Estate Agreements; and

(h) Such other agreements, leases, documents or instruments as the
parties may agree are necessary or desirable in order to achieve the purposes
hereof.

Section 2.04 Issuance of ChoicePoint Common Stock. At the Effective Time
and in exchange for the transfer by Equifax to ChoicePoint of the stock and
assets as provided above, ChoicePoint will issue and deliver to Equifax a
certificate representing approximately 14,700,000 shares of ChoicePoint Common
Stock constituting all the shares to be distributed as provided in Section 3.03
below.

Section 2.05 Resignations. On the Distribution Date, ChoicePoint will
deliver or cause to be delivered to Equifax resignations of each person who
will be an employee of ChoicePoint from and after the Distribution Date and who
is an officer or director of Equifax or any of its subsidiaries or affiliates
not constituting a member of the ChoicePoint Group immediately prior to the
Distribution Date.

Section 2.06 Conduct of ChoicePoint Pending Distribution.

(a) Prior to the Distribution Date, ChoicePoint shall not,
without the prior consent of Equifax, make any press release concerning the
Distribution and shall use its best efforts not to take any action which may
prejudice or delay the consummation of the Distribution. Prior to the
Distribution Date, ChoicePoint further agrees to regularly

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<PAGE> 10

apprise Equifax of public announcements to or the dissemination of materials for
financial analysts or other persons relating to its business and the
Distribution.

(b) Prior to the Distribution Date, the business of ChoicePoint
shall be operated for the sole benefit of Equifax as ChoicePoint's sole
shareholder; provided however, that upon consummation of the Distribution, the
business of ChoicePoint shall be deemed to have been operated for the sole
benefit of ChoicePoint and its new shareholders, as of and after the Effective
Time. If the Distribution occurs, any amounts advanced or contributed by
Equifax to ChoicePoint after the Effective Time shall be repaid by ChoicePoint,
together with the payments prescribed by Section 8.03 hereof, as set forth in
Section 8.03.

Section 2.07 Revolving Credit Agreement. ChoicePoint shall use all
reasonable efforts promptly to obtain, and to satisfy all conditions for
borrowing under the Revolving Credit Agreement in an amount sufficient to allow
ChoicePoint to conduct the business of ChoicePoint after the Distribution Date.

Section 2.08 Guaranteed ChoicePoint and Equifax Liabilities.

(a) ChoicePoint shall use all reasonable efforts (excluding
payment of money) to obtain as promptly as practicable after the Distribution
Date the release of Equifax from its obligations with respect to Guaranteed
ChoicePoint Liabilities. In no event shall any member of the ChoicePoint Group
extend the term of any Guaranteed ChoicePoint Liabilities (such as by exercising
an option to renew a lease) or modify any such Guaranteed ChoicePoint Liability,
in either instance in any way that would increase the liability guaranteed
thereunder unless the guarantee of Equifax is released as to any extended or
modified liability obligations under such Guaranteed ChoicePoint Liabilities or
Equifax otherwise consents in writing.

(b) Equifax shall use all reasonable efforts (excluding payment
of money) to obtain as promptly as practicable after the Distribution Date the
release of ChoicePoint from its obligations with respect to Guaranteed Equifax
Liabilities. In no event shall any member of the Equifax Group extend the term
of any Guaranteed Equifax Liabilities (such as by exercising an option to renew
a lease) or modify any such Guaranteed Equifax Liability, in either instance in
any way that would increase the liability guaranteed thereunder unless the
guarantee of ChoicePoint is released as to any extended or modified liability
obligations under such Guaranteed Equifax Liabilities or ChoicePoint otherwise
consents in writing.

(c) In the event that Equifax is required to pay any Guaranteed
ChoicePoint Liabilities, without limiting any of Equifax's rights and remedies
against ChoicePoint under this Agreement or otherwise, in order to secure
ChoicePoint's indemnity obligations to Equifax hereunder in respect of such
Guaranteed ChoicePoint Liabilities, Equifax shall be entitled to all the rights
of the payee in any property of any

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<PAGE> 11

member of the ChoicePoint Group pledged as security for such Guaranteed
ChoicePoint Liabilities.

(d) In the event that ChoicePoint is required to pay any
Guaranteed Equifax Liabilities, without limiting any of ChoicePoint's rights and
remedies against Equifax under this Agreement or otherwise, in order to secure
Equifax's indemnity obligations to ChoicePoint hereunder in respect of such
Guaranteed Equifax Liabilities, ChoicePoint shall be entitled to all the rights
of the payee in any property of any member of the Equifax Group pledged as
security for such Guaranteed Equifax Liabilities.

Section 2.09 Insurance.

(a) If the Distribution occurs, ChoicePoint will use its best
efforts to procure and maintain directors' and officers' liability insurance
coverage at least equal to the amount of Equifax's current directors' and
officers' insurance coverage with respect to directors and officers of Equifax
who will become directors and officers of ChoicePoint as of the Distribution
Date for acts as directors and officers of members of the ChoicePoint Group for
periods from and after the Distribution Date.

(b) If the Distribution occurs, Equifax will use its best
efforts to maintain directors' and officers' liability insurance coverage at
least equal to the amount of Equifax's current directors' and officers'
liability insurance coverage for a period of five years from the Distribution
Date with respect to the directors and officers of Equifax who will become
directors and officers of members of the ChoicePoint Group as of the
Distribution Date for acts as directors and officers of members of the Equifax
Group during periods prior to the Distribution Date.

ARTICLE III

THE DISTRIBUTION

Section 3.01 Cooperation Prior to the Distribution.

(a) Equifax and ChoicePoint shall prepare, and Equifax shall
mail to the holders of Equifax Common Stock, the Prospectus, which shall set
forth appropriate disclosure concerning ChoicePoint, the Distribution and any
other appropriate matters. Equifax and ChoicePoint shall also prepare, and
ChoicePoint shall file with the Commission, the Form S-1, which shall include
the Prospectus. Equifax and ChoicePoint shall use all reasonable efforts to
cause the Form S-1 to become effective under the Securities Act.

(b) Equifax shall, as the sole shareholder of ChoicePoint,
approve and adopt the ChoicePoint employee benefit plans contemplated by the
Employee Benefits Agreement and Equifax and ChoicePoint shall cooperate in
preparing, filing with the Commission under the Securities Act and causing to
become effective not later than the

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<PAGE> 12

Distribution Date any registration statements or amendments thereto that are
appropriate to reflect the establishment of or amendments to any employee
benefit plan of ChoicePoint contemplated by the Employee Benefits Agreement,
including without limitation, the Form S-8 with respect thereto, except that
ChoicePoint shall not be required to file with the Commission prior to the
Distribution Date any registration statements relating to any grantor trusts
that may be contemplated by the Employee Benefits Agreement.

(c) Equifax and ChoicePoint shall take all such action as may
be necessary or appropriate under the securities or blue sky laws of states or
other political subdivisions of the United States in connection with the
transactions contemplated by this Agreement or any Ancillary Agreement.

(d) ChoicePoint shall prepare, file and use its best efforts to
cause to be approved prior to the Record Date, the application to permit listing
of the ChoicePoint Common Stock on the New York Stock Exchange.

(e) Equifax and ChoicePoint shall take all such actions as may
be deemed necessary to secure a favorable ruling from the IRS that the
Distribution is not taxable to Equifax or its shareholders pursuant to Section
355 of the Code.

Section 3.02 Equifax Board Action; Conditions Precedent to the
Distribution. Equifax's Board of Directors, or a duly appointed committee
thereof, shall, in its sole discretion, establish the Record Date and the
Distribution Date and any appropriate procedures in connection with the
Distribution. In no event shall the Distribution occur unless the following
conditions shall have been satisfied:

(a) all necessary regulatory approvals shall have been
received;

(b) the Form S-1 shall have become effective under the
Securities Act;

(c) the ChoicePoint Board of Directors, as named in the Form
S-1, shall have been elected by Equifax, as sole shareholder of ChoicePoint, and
the ChoicePoint Articles and ChoicePoint Bylaws shall have been adopted and be
in effect;

(d) the ChoicePoint Common Stock shall have been approved for
listing on the New York Stock Exchange, subject to official notice of issuance;

(e) Equifax shall have received a favorable ruling from the IRS
that the Distribution will not be taxable to Equifax or its shareholders
pursuant to Section 355 of the Code;

(f) ChoicePoint shall have entered into the Revolving Credit
Agreement;

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<PAGE> 13

(g) ChoicePoint (or its appropriate subsidiary) shall have
performed fully its (or their) obligations under Section 2.02; and

(h) no order, injunction or decree issued by any court of
competent jurisdiction or other legal restraint or prohibition preventing
consummation of the Distribution shall be in effect.

Section 3.03 The Distribution. On or before the Distribution Date,
subject to satisfaction or waiver of the conditions set forth in this
Agreement, Equifax shall deliver to the Distribution Agent a certificate or
certificates representing all of the then outstanding shares of ChoicePoint
Common Stock held by the Equifax Group, endorsed in blank, and shall instruct
the Distribution Agent, except as otherwise provided in Sections 3.04 and 3.05,
to distribute to each holder of record of Equifax Common Stock on the Record
Date one share of ChoicePoint Common Stock for each ten shares of Equifax
Common Stock so held either by crediting the holder's brokerage account or by
delivering a certificate or certificates representing such shares. ChoicePoint
agrees to provide all certificates for shares of ChoicePoint Common Stock that
the Distribution Agent shall require in order to effect the Distribution.

Section 3.04 Fractional Shares. The Distribution Agent shall not
distribute any fractional share of ChoicePoint Common Stock. The Distribution
Agent shall aggregate all such fractional shares and sell them in an orderly
manner after the Distribution Date in the open market and, after completion of
such sales, distribute a pro rata portion of the proceeds from such sales,
based upon the average gross selling price of all such ChoicePoint Common
Stock, less a pro rata portion of the aggregate brokerage commissions payable
in connection with such sales, to each holder of Equifax Common Stock who would
otherwise have received a fractional share of ChoicePoint Common Stock.

Section 3.05 Stock Trusts. The Distribution Agent shall not distribute
in the Distribution any shares of ChoicePoint Common Stock to the Stock Benefit
Trust or the Rabbi Trust.

ARTICLE IV

INDEMNIFICATION

Section 4.01 ChoicePoint Indemnification of the Equifax Group. If the
Distribution occurs, on and after the Distribution Date, ChoicePoint shall
indemnify, defend and hold harmless each member of the Equifax Group, and each
of their respective directors, officers, employees and agents (the "Equifax
Indemnitees") from and against any and all Indemnifiable Losses incurred or
suffered by any of the Equifax Indemnitees and arising out of, or due to, (a)
the failure of ChoicePoint or any member of the ChoicePoint Group to pay,
perform or otherwise discharge, any of the ChoicePoint Liabilities and (b) any
untrue statement or alleged untrue statement of any material fact contained in
the

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<PAGE> 14

preliminary or final Form S-1, the preliminary or final Prospectus or any
amendment or supplement thereto or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading (other than the information provided
by Equifax contained in the Section entitled "Equifax Inc." of the preliminary
or final Form S-1, the preliminary or final Prospectus or any amendment or
supplement thereto).

Section 4.02 Equifax Indemnification of ChoicePoint Group. If the
Distribution occurs, on and after the Distribution Date, Equifax shall
indemnify, defend and hold harmless each member of the ChoicePoint Group and
each of their respective directors, officers, employees and agents (the
"ChoicePoint Indemnitees") from and against any and all Indemnifiable Losses
incurred or suffered by any of the ChoicePoint Indemnitees and arising out of,
or due to, (a) the failure of Equifax or any member of the Equifax Group to
pay, perform or otherwise discharge, any of the Equifax Liabilities and (b) any
untrue statement or alleged untrue statement of any material fact contained in
the Section entitled "Equifax Inc." of the preliminary or final Form S-1, the
preliminary or final Prospectus or any amendment or supplement thereto or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading.

Section 4.03 Contribution. In circumstances in which the indemnity
agreements provided for in Sections 4.01(b) and 4.02(b) are unavailable or
insufficient, for any reason, to hold harmless an indemnified party in respect
of any Indemnifiable Losses, each indemnifying party, in order to provide for
just and equitable contribution, shall contribute to the amount paid or payable
by such indemnified party as a result of such Indemnifiable Losses, in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party or parties on the one hand and the indemnified party on the other in
connection with the statements or omissions or alleged statements or omissions
that resulted in such Indemnifiable Losses, as well as any other relevant
equitable considerations. The relative fault of the parties shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by ChoicePoint or
Equifax, the parties' relative intents, knowledge, access to information and
opportunity to correct or prevent such statement or omission, and any other
equitable considerations appropriate in the circumstances.

Section 4.04 Insurance and Third Party Obligations. No insurer or any
other third party shall be, by virtue of the foregoing indemnification
provisions, (a) entitled to a benefit it would not be entitled to receive in
the absence of such provisions, (b) relieved of the responsibility to pay any
claims to which it is obligated, or (c) entitled to any subrogation rights with
respect to any obligation hereunder.

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<PAGE> 15

ARTICLE V

INDEMNIFICATION PROCEDURES

Section 5.01 Notice and Payment of Claims. If any Equifax or ChoicePoint
Indemnitee (the "Indemnified Party") determines that it is or may be entitled
to indemnification by a party (the "Indemnifying Party") under Article V (other
than in connection with any Action or claim subject to Section 5.02), the
Indemnified Party shall deliver to the Indemnifying Party a written notice
specifying, to the extent reasonably practicable, the basis for its claim for
indemnification and the amount for which the Indemnified Party reasonably
believes it is entitled to be indemnified. After the Indemnifying Party shall
have been notified of the amount for which the Indemnified Party seeks
indemnification, the Indemnifying Party shall, within 30 days after receipt of
such notice, pay the Indemnified Party such amount in cash or other immediately
available funds (or reach agreement with the Indemnified Party as to a mutually
agreeable alternative payment schedule) unless the Indemnifying Party objects
to the claim for indemnification or the amount thereof. If the Indemnifying
Party does not give the Indemnified Party written notice objecting to such
claim and setting forth the grounds therefor within the same 30 day period, the
Indemnifying Party shall be deemed to have acknowledged its liability for such
claim and the Indemnified Party may exercise any and all of its rights under
applicable law to collect such amount. Any amount owed under this Section 5.01
that is past due shall bear interest at a simple rate of interest per annum
equal to the Prime Rate plus 2%.

Section 5.02 Notice and Defense of Third Party Claims. Promptly
following the earlier of (a) receipt of notice of the commencement by a third
party of any Action against or otherwise involving any Indemnified Party or (b)
receipt of information from a third party alleging the existence of a claim
against an Indemnified Party, in either case, with respect to which
indemnification may be sought pursuant to this Agreement (a "Third Party
Claim"), the Indemnified Party shall give the Indemnifying Party written notice
thereof. The failure of the Indemnified Party to give notice as provided in
this Section 5.02 shall not relieve the Indemnifying Party of its obligations
under this Agreement, except to the extent that the Indemnifying Party is
prejudiced by such failure to give notice. Within 30 days after receipt of
such notice, the Indemnifying Party shall by giving written notice thereof to
the Indemnified Party, (a) acknowledge, as between the parties hereto,
liability for, and at its option assumption of the defense of such Third Party
Claim at its sole cost and expense or (b) object to the claim of
indemnification set forth in the notice delivered by the Indemnified Party
pursuant to the first sentence of this Section 5.02 setting forth the grounds
therefor; provided that if the Indemnifying Party does not within the same 30
day period give the Indemnified Party written notice acknowledging liability
and electing to assume the defense or objecting to such claim and setting forth
the grounds therefor, the Indemnifying Party shall be deemed to have
acknowledged, as between the parties hereto, its liability to the Indemnified
Party for such Third Party Claim. Any contest of a Third Party Claim as to
which the Indemnifying Party has elected to assume the defense shall be
conducted by attorneys employed by the

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<PAGE> 16

Indemnifying Party and reasonably satisfactory to the Indemnified Party;
provided that the Indemnified Party shall have the right to participate in such
proceedings and to be represented by attorneys of its own choosing at the
Indemnified Party's sole cost and expense. If the Indemnifying Party assumes
the defense of a Third Party Claim, the Indemnifying Party may settle or
compromise the claim without the prior written consent of the Indemnified Party;
provided that the Indemnifying Party may not agree to any such settlement
pursuant to which any remedy or relief, other than monetary damages for which
the Indemnifying Party shall be responsible hereunder, shall be applied to or
against the Indemnified Party, without the prior written consent of the
Indemnified Party, which consent shall not be unreasonably withheld. If the
Indemnifying Party does not assume the defense of a Third Party Claim for which
it has acknowledged liability for indemnification under Article V, the
Indemnified Party may require the Indemnifying Party to reimburse it on a
current basis for its reasonable expenses of investigation, reasonable
attorney's fees and reasonable out-of-pocket expenses incurred in defending
against such Third Party Claim and the Indemnifying Party shall be bound by the
result obtained with respect thereto by the Indemnified Party; provided that the
Indemnifying Party shall not be liable for any settlement effected without its
consent, which consent shall not be unreasonably withheld. The Indemnifying
Party shall pay to the Indemnified Party in cash the amount for which the
Indemnified Party is entitled to be indemnified (if any) within 15 days after
the final resolution of such Third Party Claim (whether by the final
nonappealable judgment of a court of competent jurisdiction or otherwise), or,
in the case of any Third Party Claim as to which the Indemnifying Party has not
acknowledged liability, within 15 days after such Indemnifying Party's objection
has been resolved by settlement, compromise or the final nonappealable judgment
of a court of competent jurisdiction.

ARTICLE VI

EMPLOYEE MATTERS

Section 6.01 Employees. Unless otherwise agreed upon by Equifax and
ChoicePoint, no employees who have previously provided services for both the
Equifax Group and the ChoicePoint Group will become employees of ChoicePoint
after the Effective Time.

Section 6.02 Employee Benefits Agreement. All matters relating to or
arising out of any employee benefit, compensation or welfare arrangement in
respect of any present and former employee of the Equifax Group or the
ChoicePoint Group shall be governed by the Employee Benefits Agreement, except
as may be expressly stated herein. In the event of any inconsistency between
the Employee Benefits Agreement and this Agreement or any Ancillary Agreement,
the Employee Benefits Agreement shall govern.

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<PAGE> 17

ARTICLE VII

TAX MATTERS

Section 7.01 Tax Sharing and Indemnification Agreement. All matters
relating to Taxes shall be governed exclusively by the Tax Sharing and
Indemnification Agreement, except as may be expressly stated herein. In the
event of any inconsistency between the Tax Sharing and Indemnification
Agreement and this Agreement or any other Ancillary Agreement, the Tax Sharing
and Indemnification Agreement shall govern.

ARTICLE VIII

ACCOUNTING MATTERS

Section 8.01 Allocation of Prepaid Items and Reserves. All prepaid items
and reserves that have been maintained by Equifax on a consolidated basis but
that relate in part to assets or liabilities of the ChoicePoint Group shall be
allocated between Equifax and ChoicePoint as determined by Equifax in its
reasonable discretion.

Section 8.02 Accounting Treatment of Assets Transferred and Liabilities
Assumed.

(a) The transfer by Equifax of the shares of capital stock of
Osborn, EGSS and Services to ChoicePoint pursuant to this Agreement shall
constitute a contribution by Equifax to the capital of ChoicePoint.

(b) The transfer by Equifax Europe UK, Ltd. of substantially all
of the Assets and Liabilities of CUE UK to ChoicePoint Ltd. shall be
treated as a sale and purchase.

Section 8.03 Intercompany Accounts. On or before the Distribution Date,
Equifax shall prepare and deliver to ChoicePoint a preliminary ISG Balance
Sheet which shall set forth good faith estimates of all intercompany account
balances between members of the Equifax Group and members of the ChoicePoint
Group as of the Effective Time. On the Distribution Date, all estimated
account balances set forth on the preliminary ISG Balance Sheet shall be paid
in full by ChoicePoint to Equifax. Within 30 business days after the Effective
Time, Equifax shall prepare and deliver to ChoicePoint a final ISG Balance
Sheet which shall set forth all intercompany account balances between members
of the Equifax Group and members of the ChoicePoint Group as of the Effective
Time. Within ten business day after the delivery of the final ISG Balance
Sheet, Equifax shall pay to ChoicePoint or ChoicePoint shall pay to Equifax, as
the case may be, the difference between the estimated account balances set
forth on the preliminary ISG Balance Sheet and the final account balances set
forth on the final ISG Balance Sheet. Any disputes arising from the
adjustments required by the final ISG Balance Sheet shall be resolved in
accordance with Section 15.10 hereof.

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<PAGE> 18

ARTICLE IX

DATA, PRODUCTS AND SERVICES

Section 9.01 Intercompany Information Services Agreement. All matters
relating to the ownership of and the right to use data owned or maintained by
any member of the Equifax Group or the ChoicePoint Group shall be governed
exclusively by the Intercompany Information Services Agreement, except as maybe
expressly stated herein. In the event of any inconsistency between the
Intercompany Information Services Agreement, the Intellectual Property
Agreement and this Agreement or any Ancillary Agreement, the Intercompany
Information Services Agreement shall govern.

ARTICLE X

INTELLECTUAL PROPERTY

Section 10.01 Intellectual Property Agreement. All matters relating to
the ownership and right to use intellectual property, other than data, shall be
governed exclusively by the Intellectual Property Agreement. In the event of
any inconsistency between the Intellectual Property Agreement and this
Agreement or any Ancillary Agreement, the Intellectual Property Agreement shall
govern.

ARTICLE XI

TRANSITION SUPPORT

Section 11.01 Transition Support Agreement. All matters relating to the
provision of support by the Equifax Group to the ChoicePoint Group after the
Effective Time shall be governed exclusively by the Transition Support
Agreement, except as may be expressly stated herein. In the event of any
inconsistency between the Transition Support Agreement and this Agreement or
any Ancillary Agreement, the Transition Support Agreement shall govern.

ARTICLE XII

REAL PROPERTY MATTERS

Section 12.01 Real Estate Agreements. All matters relating to real
property to be owned, leased, occupied or shared by the Equifax Group or the
ChoicePoint Group after the Effective Time shall be governed by the Real Estate
Agreements. In the event of any inconsistency between the Real Estate
Agreements and this Agreement or any Ancillary Agreement, the Real Estate
Agreements shall govern.

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<PAGE> 19

ARTICLE XIII

INFORMATION

Section 13.01 Provision of Corporate Records. As soon as practicable
following the Effective Time, Equifax and ChoicePoint shall each arrange for
the provision to the other of existing corporate documents (e.g. minute books,
stock registers, stock certificates, documents of title, contracts, etc.) in
its possession relating to the other or its business and affairs or to any
other entity that is part of such other's respective Group or to the business
and affairs of such other entity.

Section 13.02 Access to Information. From and after the Effective Time,
Equifax and ChoicePoint shall each afford the other and its accountants,
counsel and other designated representatives reasonable access (including using
reasonable efforts to give access to persons or firms possessing information)
and duplicating rights during normal business hours to all records, books,
contracts, instruments, computer data and other data and information in its
possession relating to the business and affairs of the other or a member of its
Group (other than data and information subject to an attorney/client or other
privilege), insofar as such access is reasonably required by the other
including, without limitation, for audit, accounting and litigation purposes.

Section 13.03 Litigation Cooperation. Equifax and ChoicePoint shall each
use reasonable efforts to make available to the other, upon written request,
its officers, directors, employees and agents, and the officers, directors,
employees and agents of its subsidiaries, as witnesses to the extent that such
persons may reasonably be required in connection with any legal, administrative
or other proceedings arising out of the business of the other, or of any entity
that is part of the others' respective Group, prior to the Effective Time in
which the requesting party or one of its subsidiaries may from time to time be
involved.

Section 13.04 Retention of Records. Except as otherwise required by law
or agreed to in writing, each party shall, and shall cause the members of its
Group to, retain all information relating to the other's business in accordance
with the past practice of such party. Notwithstanding the foregoing, either
party may destroy or otherwise dispose of any information at any time in
accordance with the corporate record retention policy maintained by such party
with respect to its own records.

Section 13.05 Confidentiality. Each party shall, and shall cause each
member of its Group to, hold and cause its directors, officers, employees,
agents, consultants and advisors to hold, in strict confidence, unless
compelled to disclose by judicial or administrative process or, in the opinion
of its counsel, by other requirements of law, all information concerning the
other party (except to the extent that such information can be shown to have
been (a) in the public domain through no fault of such disclosing party or (b)
later lawfully acquired after the Effective Time on a non-confidential basis
from other sources by the disclosing party), and neither party shall release or
disclose such

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<PAGE> 20

information to any other person, except its auditors, attorneys, financial
advisors, bankers and other consultants and advisors who shall be advised of
the provisions of this Section 13.05 and be bound by them. Each party shall be
deemed to have satisfied its obligation to hold confidential information
concerning or supplied by the other party if it exercises the same care as it
takes to preserve confidentiality for its own similar information.

ARTICLE XIV

INTEREST ON PAYMENTS

Section 14.01 Interest. Except as otherwise expressly provided in this
Agreement or an Ancillary Agreement, all payments by one party to the other
under this Agreement or any Ancillary Agreement shall be paid, by Company check
or wire transfer of immediately available funds to an account in the United
States designated by the recipient, within 30 days after receipt of an invoice
or other written request for payment setting forth the specific amount due and
a description of the basis therefor in reasonable detail. Any amount remaining
unpaid beyond its due date, including disputed amounts that are ultimately
determined to be payable, shall bear interest at a rate of simple interest per
annum equal to the Prime Rate plus 2%.

ARTICLE XV

MISCELLANEOUS

Section 15.01 Expenses. Except as specifically provided in this
Agreement or any Ancillary Agreement, all costs and expenses incurred in
connection with the preparation, execution, delivery and implementation of this
Agreement and the Ancillary Agreements and with the consummation of the
transactions contemplated by this Agreement (including transfer taxes and the
fees and expenses of the Distribution Agent and of all counsel, accountants and
financial and other advisors) shall be paid by Equifax. Without limiting the
foregoing, Equifax shall pay the legal, filing, accounting, printing and other
expenses in connection with the preparation, printing and filing of the Form
S-1.

Section 15.02 Notices. All notices and communications under this
Agreement shall be deemed to have been given (a) when received, if such notice
or communication is delivered by facsimile, hand delivery or overnight courier,
and, (b) three (3) business days after mailing if such notice or communication
is sent by United States registered or certified mail, return receipt
requested, first class postage prepaid. All notices and communications, to be
effective, must be properly addressed to the party to whom the same is directed
at its address as follows:

- 20 -

<PAGE> 21

If to Equifax, to:

Equifax Inc.
1600 Peachtree Street, N.W.
Atlanta, GA 30309
Attention: Bruce S. Richards
Corporate Vice President and General Counsel
Fax: (404) 885-8682

with a copy to:

Thomas F. Chapman
President and Chief Operating Officer
Equifax Inc.
1600 Peachtree Street, N.W.
Atlanta, GA 30309
Fax: (404) 885-8766.

If to ChoicePoint, to:

ChoicePoint Inc.
1000 Alderman Drive
Alpharetta, GA 30005
Attention: J. Michael de Janes, Esq.
Fax: (770) 752-5939

with a copy to:

Derek V. Smith
President and Chief Executive Officer
ChoicePoint Inc.
1000 Alderman Drive
Alpharetta, GA 30005
Fax: (770) 752-6243.

Either party may, by written notice delivered to the other party in accordance
with this Section 15.02, change the address to which delivery of any notice
shall thereafter be made.

Section 15.03 Amendment and Waiver. This Agreement may not be altered or
amended, nor may any rights hereunder be waived, except by an instrument in
writing executed by the party or parties to be charged with such amendment or
waiver. No waiver of any terms, provision or condition of or failure to
exercise or delay in exercising any rights or remedies under this Agreement, in
any one or more instances, shall be deemed to be, or construed as, a further or
continuing waiver of any such term, provision,

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<PAGE> 22

condition, right or remedy or as a waiver of any other term, provision or
condition of this Agreement.

Section 15.04 Entire Agreement. This Agreement, together with the
Ancillary Agreements, constitutes the entire understanding of the parties
hereto with respect to the subject matter hereof, superseding all negotiations,
prior discussions and prior agreements and understandings relating to such
subject matter. To the extent that the provisions of this Agreement are
inconsistent with the provisions of any Ancillary Agreement, the provisions of
such Ancillary Agreement shall prevail with respect to the subject matter
hereof.

Section 15.05 Parties in Interest. Neither of the parties hereto may
assign its rights or delegate any of its duties under this Agreement without
the prior written consent of each other party. This Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and their
respective successors and permitted assigns. Nothing contained in this
Agreement, express or implied, is intended to confer any benefits, rights or
remedies upon any person or entity other than members of the Equifax Group and
the ChoicePoint Group and the Equifax Indemnitees and ChoicePoint Indemnitees
under Articles IV and V hereof.

Section 15.06 Further Assurances and Consents. In addition to the
actions specifically provided for elsewhere in this Agreement, each of the
parties hereto will use its reasonable efforts to (a) execute and deliver such
further instruments and documents and take such other actions as any other
party may reasonably request in order to effectuate the purposes of this
Agreement and to carry out the terms hereof and (b) take, or cause to be taken,
all actions, and do, or cause to be done, all things, reasonably necessary,
proper or advisable under applicable laws, regulations and agreements or
otherwise to consummate and make effective the transactions contemplated by
this Agreement, including, without limitation, using its reasonable efforts to
obtain any consents and approvals, make any filings and applications and remove
any liens, claims, equity or other encumbrance on an Asset of the other party
necessary or desirable in order to consummate the transactions contemplated by
this Agreement; provided that no party hereto shall be obligated to pay any
consideration therefor (except for filing fees and other similar charges) to
any third party from whom such consents, approvals and amendments are requested
or to take any action or omit to take any action if the taking of or the
omission to take such action would be unreasonably burdensome to the party or
its Group or the business thereof.

Section 15.07 Severability. The provisions of this Agreement are
severable and should any provision hereof be void, voidable or unenforceable
under any applicable law, such provision shall not affect or invalidate any
other provision of this Agreement, which shall continue to govern the relative
rights and duties of the parties as though such void, voidable or unenforceable
provision were not a part hereof.

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<PAGE> 23

Section 15.08 Governing Law. This Agreement shall be construed in
accordance with, and governed by, the laws of the State of Georgia, without
regard to the conflicts of law rules of such state.

Section 15.09 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original instrument, but
all of which together shall constitute but one and the same Agreement.

Section 15.10 Disputes.

(a) All disputes arising from or in connection with this
Agreement, whether based on contract, tort, statute or otherwise, including, but
not limited to, disputes in connection with claims by third parties
(collectively, "Disputes"), shall be resolved only in accordance with the
provisions of this Section 15.10; provided, however, that nothing contained
herein shall preclude either party from seeking or obtaining (i) injunctive
relief to prevent an actual or threatened breach of any of the provisions of
this Agreement, or (ii) equitable or other judicial relief to enforce the
provisions of this Section 15.10 hereof or to preserve the status quo pending
resolution of Disputes hereunder.

(b) Either party may give the other party written notice of any
Dispute not resolved in the normal course of business. Within 10 days after
delivery of the notice of a Dispute, the receiving party shall submit to the
other a written response. The notice and the response shall include a statement
of such party's position and a summary of arguments supporting that position and
the name and title of the executive who will represent that party and of any
other person who will accompany such executive in resolving the Dispute. Within
twenty (20) days after delivery of the first notice, the executives of both
parties shall meet at a mutually acceptable time and place, and thereafter as
often as they reasonably deem necessary, and shall negotiate in good faith to
attempt to resolve the Dispute. All reasonable requests for information made by
one party to the other will be honored.

(c) If the Dispute has not been resolved by negotiation within
sixty (60) days of the first party's notice, the Dispute shall be submitted,
upon application of either party, for resolution by binding arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association (the "Rules"). Arbitration shall be by a single arbitrator
experienced in the matters that are at issue in the Dispute, which arbitrator
shall be selected by the parties in accordance with the Rules. The arbitration
shall be conducted in Atlanta, Georgia (or at any other place agreed upon by the
parties and the arbitrator). The decision of the arbitrator shall be final and
binding as to all matters at issue in the Dispute; provided, however, if
necessary such decision may be enforced by either party in any court of law
having jurisdiction over the parties or the subject matter of the Dispute.
Unless the arbitrator shall assess the costs and expenses of the arbitration
proceeding and of the parties differently, each party shall pay its costs and

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<PAGE> 24

expenses incurred in connection with the arbitration proceeding, and the costs
and expenses of the arbitrator shall be shared equally by the parties.

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

EQUIFAX INC.

/s/ Bruce S. Richards
-------------------------------------
Bruce S. Richards
Corporate Vice President and General Counsel

CHOICEPOINT INC.

/s/ Derek V. Smith
------------------------------------
Derek V. Smith
President and Chief Executive Officer

- 24 -

<PAGE> 1
EXHIBIT 10.04

EQUIFAX / CHOICEPOINT

EMPLOYEE BENEFITS AGREEMENT

<PAGE> 2

INDEX TO EMPLOYEE BENEFITS AGREEMENT

<TABLE>
<CAPTION>
PAGE
----

<S> <C>
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE 1: DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.2 Other Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE 2: CHANGE IN OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.1 Transfer of IIS Group Subsidiary Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.2 Conditions of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.3 Certain Payroll Deductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE 3: EMPLOYEE BENEFIT PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.1 Welfare Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.2 Accrued Vacation Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.3 Equifax Inc. U.S. Retirement Income Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.4 401(k) Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.5 Deferred Compensation Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.6 Stock Benefits Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.7 VEBA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.8 Stock Options and SARs; Restricted Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.9 Flexible Spending Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.10 Various Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.11 COBRA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.12 Performance Share Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.13 Community Service Associate Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.14 Certain Arrangements for Non-U.S. Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.15 Special Provisions Respecting CDB Infotek. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE 4: INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.1 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.2 Procedure for Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.3 Employee Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE 5: MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.1 Binding Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.2 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.3 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.4 No Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.5 Entire Agreement; Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.6 Sharing of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.7 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.8 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.9 No Third Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.10 Legal Enforceability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.11 Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.12 Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
</TABLE>

<PAGE> 3

<TABLE>
<S> <C> <C>
ANNEX I LIST OF EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ANNEX II CANADIAN EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ANNEX III INACTIVE EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
</TABLE>

<PAGE> 4

EMPLOYEE BENEFITS AGREEMENT

THIS EMPLOYEE BENEFITS AGREEMENT ("Agreement") is made as of
July 31, 1997. The parties ("Parties") to this Agreement are EQUIFAX INC., a
Georgia corporation ("Equifax"), and ChoicePoint Inc., a Georgia corporation
("ChoicePoint").

RECITALS

WHEREAS, pursuant to the terms of that certain Distribution
Agreement dated July 31, 1997 ("Distribution Agreement"), Equifax has
agreed to distribute to its shareholders the stock of ChoicePoint, to which it
will have transferred the stock of those companies which constitute its
insurance services group, (the "Business") effective prior to or as of the
Stock Distribution Date;

WHEREAS, ChoicePoint will employ directly certain persons who
were employed by Equifax or by direct or indirect Subsidiaries (as defined
herein) of Equifax and ChoicePoint, and the companies which are or will be
owned by ChoicePoint will employ or continue to employ certain persons who have
participated in employee benefit programs sponsored by Equifax;

WHEREAS, the Parties desire to set forth the terms and
conditions pursuant to which ChoicePoint shall provide employee benefits to
those employees of ChoicePoint and its subsidiaries who currently are employed
in connection with the Business, including the arrangements for transition in
the provision of said benefits from plans and programs sponsored by Equifax for
its own employees and those of its Subsidiaries to plans sponsored directly by
ChoicePoint for its employees and those of its subsidiaries.

NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:

<PAGE> 5

ARTICLE 1
DEFINITIONS

1.1 General. As used in this Agreement, capitalized
terms defined immediately after their use shall have the respective meanings
thereby provided, and the following terms shall have the following meanings
(such meanings to be equally applicable to both the singular and plural forms
of the terms defined):

Action: any demand, action or cause of action,
claim, suit, arbitration, inquiry, subpoena, discovery request, proceeding or
investigation by or before any court or grand jury, any governmental or other
regulatory or administrative agency or commission or any arbitration tribunal
related to, arising out of or resulting from any Employee Liability.

Affiliate: with respect to any specified person, a
person that, directly or indirectly, through one or more intermediaries,
controls, or is controlled by, or is under common control with, such specified
person; provided, that Equifax and ChoicePoint shall not be deemed to be
Affiliates of each other for purposes of this Agreement.

Code: the Internal Revenue Code of 1986, as it may be
amended or recodified from time to time.

Deferred Compensation Plans: the Equifax Inc.
Supplemental Executive Retirement Plan and the Equifax Inc. Deferred
Compensation Plan.

Controlled Group: two or more business entities
affiliated within the meaning of Code Sections 414(b), 414(c), 414(m) and/or
414(o).

Employee Benefit Plans: (i) any severance,
disability, cafeteria, bonus, stock option, stock appreciation, stock purchase,
deferred compensation, or similar types of plans, agreements, policies or
arrangements that currently are established, maintained or contributed to by
Equifax or a Subsidiary for the benefit of any former or present Employees or
their beneficiaries, dependents or spouses, and (ii) any employee welfare and
employee pension benefit plans (as such terms are defined in Section 3(1) and
3(2), respectively, of ERISA) which are applicable to former or present
Employees or their beneficiaries, dependents or spouses, and that currently are
established, maintained or contributed to by Equifax or any Subsidiary.

2
<PAGE> 6

Employee/Labor Law: any federal, state, local or
municipal law (including common law), statute, ordinance, regulation, order,
decree, judgment, decision, ruling, permit or authorization (each as may be in
effect, applicable and binding, from time to time) relating or applicable to
the work place or to the employer/employee relationship including, without
limitation, any of the foregoing relating or applicable to wage and hour
claims, collective bargaining and labor laws, ERISA-governed employee benefit
and welfare plans, federal, state and local tax withholding and payment rules
and regulations, workers' compensation and similar laws, accrued vacation
statutes, and sexual harassment and anti-discrimination laws.

Employee Liability: any and all debts, charges,
liabilities, warranties and obligations (of any nature or type whatsoever
regardless of when arising), whether accrued, contingent or reflected on a
balance sheet including, without limitation, liability for administrative,
civil or criminal penalties or forfeitures, and attorneys' fees or other costs
of defending an Action or a claim of Employee Liability under any
Employee/Labor Law.

Employees : the Equifax and the Subsidiary Employees.

ERISA: the Employee Retirement Income Security Act of
1974, as amended.

Efx Employee : any employee of Equifax (including any
employee on authorized leave of absence, sick pay leave or short-term
disability), who during the six full calendar months following the Stock
Distribution Date, is requested by ChoicePoint (with the consent of Equifax) to
be transferred from Equifax to ChoicePoint. Each Efx Employee who is
transferred to ChoicePoint shall be identified in a separate letter from
Equifax to ChoicePoint.

IIS Group Subsidiary: Equifax Services Inc., Equifax
Government and Special Systems, Inc., Equifax Commercial Specialists Division,
Osborn Laboratories (Canada), Inc., PRC Corporation Inc., Osborn Laboratories,
Inc., The Kit Factory, Inc., ChoicePoint Ltd., Professional Test
Administrators, Inc., Mid-American Technologies, Inc., CDB Infotek, Intellisys,
Inc., Charles E. Simon & Company and Innovative Data Services, Inc.

IIS Group Employees : any employee of ChoicePoint or
an IIS Group Subsidiary (including any employee on authorized leave of absence,
sick pay leave, short-term disability or long-term disability), who is employed
as of June 30, 1997.

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Stock Distribution Date : The date of the
distribution by Equifax to its shareholders of the stock of ChoicePoint.

Subsidiary: any corporation at least seventy per cent
(70%) of the stock of which is owned directly or indirectly by Equifax.

1.2 Other Definitions. Capitalized terms not
specifically defined herein shall have the meanings ascribed thereto in the
Distribution Agreement.

ARTICLE 2
CHANGE IN OWNERSHIP

2.1 Transfer of IIS Group Subsidiary Employees. The
Parties acknowledge that Equifax has transferred or shall transfer to
ChoicePoint all of the issued and outstanding capital stock of the IIS Group
Subsidiaries. Such stock transfers shall result in each IIS Group Subsidiary
becoming (or remaining) a wholly-owned subsidiary or division of ChoicePoint,
and shall operate as a transfer of all of the IIS Group Subsidiary Employees to
ChoicePoint on a consolidated or Controlled Group basis. In the case of CDB
Infotek, said ownership may be less than 100%.

2.2 Conditions of Employment. (a) Prior to the
Distribution Date ChoicePoint may make an offer of employment to certain
Employees who have been or will be identified to Equifax; (b) nothing in this
Agreement shall require either ChoicePoint or Equifax to employ any person who
declines employment with ChoicePoint; and (c) Section 2.1 shall not be
interpreted to prohibit or otherwise restrict ChoicePoint from terminating the
employment of any employee, or from changing the salary or wage range, grade
level or location of employment of any employee, in accordance with
ChoicePoint's personnel policies and procedures following June 30, 1997, or
from making an offer of employment to any Employee following the Distribution
Date. Without limiting the generality of Section 5.9 hereof, no Employee or
other person shall have any rights as a third party beneficiary under this
Agreement.

2.3 Certain Payroll Deductions. Effective as of June 30,
1997 (or, if later, as of the date of an Efx Employee's transfer to
ChoicePoint), to the extent (if any) required by applicable law and to the
extent disclosed by Equifax in accordance with this paragraph, ChoicePoint will
assume Equifax's obligation to comply with any garnishment order applicable to

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<PAGE> 8

such Efx Employee. Furthermore, if an Efx Employee who transfers to
ChoicePoint has any outstanding liability or obligation to Equifax (for
example, salary advances) which existed on June 30, 1997 (or, if later, as of
the date of such Efx Employee's transfer to ChoicePoint) which has resulted in
a special payroll deduction for such Efx Employee, then, to the extent
permitted under applicable law, ChoicePoint will withhold such amounts for
Equifax's benefit from the Efx Employee's compensation. Equifax will provide
the special payroll deduction information or garnishment information 30 days
prior to the date ChoicePoint assumes payroll processing responsibility for an
Efx Employee.

ARTICLE 3
EMPLOYEE BENEFIT PLANS

3.1 Welfare Benefit Plans.

(a) On or before June 30, 1997 ChoicePoint shall
establish, effective as of such date, certain welfare benefit plans for
employees who are salaried employees, including the following: (i) a medical
and dental plan, (ii) flexible spending accounts (FSAs) covering health care
and dependent care, (iii) life and accident insurance plans, (iv) a sick leave
policy, (v) a vacation and holiday policy, and (vi) a Code Section 125
cafeteria plan. The terms and provisions of such plans including, without
limitation, coverage and co-pay requirements, shall be determined in the sole
discretion of ChoicePoint; provided, however, that ChoicePoint shall use its
best efforts to ensure that any medical plan it adopts shall contain no
limitation on coverage for preexisting conditions of employees, with respect to
those IIS Group Employees and Efx Employees who were on said date participants
in the corresponding Equifax plans and who had satisfied any pre-existing
condition limitation imposed by the Equifax plan in question. IIS Group
Employees and Efx Employees shall be credited in the ChoicePoint medical and
dental plans on and after June 30, 1997 or the date they enter said plans, if
later, for purposes of any deductibles or out-of-pocket maximum provisions for
amounts paid by such employees under the Equifax medical/dental Employee
Benefit Plans. Copies of said plans are attached as Exhibit A hereto, although
they (and any other ChoicePoint plans attached as exhibits) may be revised or
amended in ChoicePoint's discretion.

(b) ChoicePoint will also use its best efforts to provide
life insurance (without underwriting) to salaried IIS Group Employees and
salaried Efx Employees in the same policy amounts as existed for and had been
elected by them pursuant to the Equifax group universal life insurance plan as
of June 30,

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<PAGE> 9

1997. A copy of the ChoicePoint group universal life insurance plan is
attached as Exhibit B hereto.

(c) ChoicePoint will provide salaried IIS Group Employees
and salaried Efx Employees with credit for service with Equifax or any
Affiliate for purposes of meeting the eligibility period under ChoicePoint's
group short-term disability plan. A copy of the ChoicePoint short-term
disability plan is attached as Exhibit C hereto.

(d) Equifax will arrange for the distribution to
ChoicePoint of a portion of the premium deposit account held by the carrier for
the Equifax group long-term disability insurance; said portion will be that
percentage of said account which is the same as the premiums for said insurance
under the Equifax plan during the immediate past calendar quarter paid by
ChoicePoint and the IIS Group Subsidiaries divided by the entire premiums paid
under said plan during said quarter. A copy of the ChoicePoint long-term
disability plan is attached as Exhibit D hereto.

(e) Any IIS Group Employee who is receiving benefits
under the Equifax Inc. Short-Term Disability Plan ("Equifax STDP") at June 30,
1997 and any Efx Employee who is receiving benefits under such plan at the date
of his or her transfer to ChoicePoint will continue to receive benefits under
the ChoicePoint Inc. Short-Term Disability Plan under the material provisions
contained in the Equifax STDP in effect on June 30, 1997 (as those provisions
are interpreted by ChoicePoint) in its role as a fiduciary of said plan until
they are no longer deemed to be disabled under said provisions or until said
benefits end according to the terms of said Equifax STDP. ChoicePoint will be
responsible for the administration of claims relating to IIS Group Employees
who are disabled employees, under the ChoicePoint Inc. Short-Term Disability
Plan.

(f) Any IIS Group Employee who was receiving long-term
disability benefits under the Equifax group long-term disability plan, or who
was disabled as of June 30, 1997 but had not yet satisfied the qualification
period for said plan, will become the liability of the ChoicePoint long-term
disability benefit plan as of July 1, 1997, for the duration of said
disability, according to the terms of and as limited by said plan. ChoicePoint
will be credited by the long-term disability carrier (UNUM) with both the
claims experience and premium history of IIS Group Employees as of June 30,
1997, under the Equifax long-term disability plan.

(g) ChoicePoint will be responsible for the provision of
post-retirement medical and death benefits with respect to events occurring or
claims incurred after June 30, 1997 for any

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<PAGE> 10

IIS Group Employees, or former employees of an IIS Group Subsidiary, who had
qualified for said benefits as of June 30, 1997.

(h) ChoicePoint will be responsible for any
post-employment medical coverage with respect to claims incurred after June 30,
1997, for disabled IIS Group Employees or disabled former employees of an IIS
Group Subsidiary who had qualified for said benefits as of June 30, 1997.

(i) Equifax agrees to provide to ChoicePoint the data
described on Annex III on each COBRA participant, retiree, disabled employee or
other inactive employee who is a former employee (or dependent) of an IIS Group
Subsidiary and who participated in any Employee Benefit Plan prior to June 30,
1997. For purposes of this Agreement a "COBRA participant" is an employee or
former employee who has elected continuation coverage under a group health plan
pursuant to Code Section 4980B and Part 6 of Title I of ERISA. The parties
acknowledge that this information does not exist in complete electronic file
format; Equifax will use its best efforts to provide such information from
available sources.

(j) In the event that Equifax receives any premium
payments for health and/or welfare benefits from IIS Group Employees or any
former employee of an IIS Group Subsidiary who is participating in
ChoicePoint's respective benefit plans covering any period of coverage
subsequent to June 30, 1997, Equifax will forward said amount to ChoicePoint
within two (2) weeks of said receipt.

(k) Equifax will provide ChoicePoint with a copy of
existing data base containing historical claim data with respect to IIS Group
Employees or former employee of an IIS Group Subsidiary who are participating
in ChoicePoint's respective benefit plans and their dependents as to the
medical and dental benefits provided pursuant to Equifax-sponsored plans as of
June 30, 1997, and will provide copies of future such information as received
from the plans' recordkeeper.

(l) Equifax will provide ChoicePoint with copies of the
historical eligibility files for IIS Group Employees or any former employee of
an IIS Group Subsidiary who is participating in ChoicePoint's respective
benefit plans under the Equifax medical and welfare benefits plan, including
HMO's, dental, vision and long-term disability benefits.

3.2 Accrued Vacation Liability. ChoicePoint shall credit
all IIS Group Employees and Efx Employees for any accrued vacation and sick
leave earned under Equifax vacation and sick

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<PAGE> 11

leave policies but not taken by such employees, while they were Employees, in
the current year through June 30, 1997 or, if later, through the date of such
Employee's transfer to ChoicePoint or an IIS Group Subsidiary. Any such
accrued vacation and sick leave shall be credited in accordance with the paid
vacation policy and sick leave policy adopted by ChoicePoint in accordance with
Section 3.1 above; provided, however, that ChoicePoint shall be solely
responsible for payment of, and shall indemnify, defend, reimburse and hold
Equifax and its Affiliates harmless from and against, any accrued vacation or
sick leave payoff liability to any IIS Group Employee or Efx Employee incurred
by or imposed upon Equifax under its current vacation policy or sick leave
policy or under any applicable state or local law or statute. Notwithstanding
the foregoing, nothing in this provision shall be deemed to abrogate the
provisions of the Tax Sharing and Indemnification Agreement entered into
between Equifax and ChoicePoint, and in the event of a conflict between said
agreements, the Tax Sharing and Indemnification Agreement shall control.

3.3 Equifax Inc. U.S. Retirement Income Plan.

IIS Group Employees who, as of the Stock Distribution
Date and Efx Employees who as of the date of their transfer to ChoicePoint, are
participants in the Equifax Inc. U.S. Retirement Income Plan shall be deemed
for all purposes terminated participants thereunder, shall be fully vested in
their benefits accrued thereunder, and shall receive a distribution of their
vested accrued benefits pursuant to the terms of such plan. Distributions
shall be made in accordance with the applicable provisions of Internal Revenue
Service G.C.M. 39824, with the intention that benefits be paid as soon as
practicable after the Stock Distribution Date to persons for whom the
equivalent lump sum amount is $3500 or less, and as soon as practicable upon
request in accordance with the terms of the plan to persons who have satisfied
the requirements for early retirement, or automatically to those who have
satisfied the requirements for normal retirement thereunder. Equifax will
provide said persons with necessary explanations, calculations and forms
pertaining to any relevant elections thereunder. Equifax will amend said plan
to confirm the vesting and distribution provisions of this section in
accordance with the amendment attached hereto as Exhibit G.

3.4 401(k) Plan.

(a) ChoicePoint shall establish, prior to June 30, 1997,
a defined contribution plan and trust intended to be qualified under Sections
401(a) and 501(a) of the Code and which allows for employee salary deferrals as
provided in Section

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<PAGE> 12

401(k) of the Code (the "ChoicePoint 401(k) Plan"), which is intended to be a
"spinoff" plan from the Equifax Inc. 401(k) Retirement and Savings Plan. Said
plan will provide credit for services rendered to any member of the Equifax
controlled group of businesses (within the meaning of Code Section 414(b) and
(c)) prior to June 30, 1997, for purposes of any eligibility requirements. A
copy of the ChoicePoint 401(k) Plan and its accompanying trust agreement is
attached as Exhibit E hereto.

(b) As soon as practicable after the establishment of the
ChoicePoint 401(k) Plan as provided in Section 3.4(a) above, but no later than
June 30, 1997, or such later date as is agreed to by Equifax and ChoicePoint,
the vested account balances of all IIS Group Employees/participants in the
Equifax Inc. 401(k) Retirement and Savings Plan (the "Equifax 401(k) Plan")
shall be transferred to the ChoicePoint 401(k) Plan pursuant to a
trustee-to-trustee transfer in accordance with applicable rules and regulations
under ERISA and the Code, including Code Section 414(l). Until said transfer,
IIS Group Employee/participants shall continue to be able to exercise customary
investment discretion over their accounts in the Equifax 401(k) Plan. A "black
out" period will be imposed on the respective plans in accordance with
requirements of the Trustees of both the Equifax 401(k) Plan and the
ChoicePoint 401(k) Plan, for purposes of account reconciliation related to the
division of the Equifax 401(k) Plan. Equifax shall cause the trustee of the
Equifax 401(k) Plan to take such steps (such as establishing the cost basis of
shares) as may be necessary or helpful in effecting the trustee-to-trustee
transfer. The amount of the assets transferred shall be equal to the aggregate
of the account balances of all IIS Group Employees/participants. In addition,
and as part of such trustee-to- trustee transfer, Equifax shall cause the
unallocated company contribution account held in the Equifax 401(k) Plan to be
bifurcated, and a portion transferred to the trustee of the ChoicePoint 401(k)
Plan. Said account shall be allocated between the ChoicePoint 401(k) Plan and
the Equifax 401(k) Plan based on the relative participant contributions (for
participants who are Equifax Employees compared with those who are IIS Group
Employees) actually transferred by Equifax and the members of its Controlled
Group to the Equifax 401(k) Plan for the portion of the 1997 plan year ending
on June 30, 1997 and eligible for a match under the Equifax 401(k) Plan. All
assets transferred hereunder shall be in the form of ChoicePoint stock, cash or
such other assets as ChoicePoint may specify and the trustees of both the
Equifax 401(k) Plan and the ChoicePoint 401(k) Plan consent. The amendment to
the Equifax 401(k) Plan which provides for the transfer of said assets is
attached hereto as Exhibit F.

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<PAGE> 13

(c) ChoicePoint will, prior to the end of its remedial
amendment period for the ChoicePoint 401(k) Plan, apply for an IRS
determination letter stating that the ChoicePoint 401(k) Plan satisfies the
requirements of qualification under Code Section 401(a) since its inception,
and will take all actions necessary to obtain such determination letter.

(d) Equifax and ChoicePoint will each provide for a stock
fund, initially invested primarily in the common stock of the other company, in
their respective 401(k) plans as of the Stock Distribution Date. The stock in
said fund will be liquidated, and the proceeds reinvested according to the
agreement of the parties and the trustee(s) of said plans, which agreement
shall be in writing. In the absence of any such agreement, however, such
liquidation may not commence until the second anniversary of the Distribution
Date and shall extend over a period of at least six (6) months. Each party
agrees to cooperate with the other when either party decides to liquidate the
investment fund that is invested in the common stock of the other party. To
the extent permissible under applicable law (including the Code and ERISA),
each party agrees to provide the other party the right of first refusal to
purchase its own stock from the selling plan, at fair market value in
accordance with the provisions of ERISA. Each party also agrees to give the
other party 3 months' advance notice of such decision to liquidate. At a
minimum, the participants in each such 401(k) plan will be permitted to retain
their investments in the other company's common stock fund and may elect to
transfer their investment out of such stock fund; this provision shall neither
require nor prohibit either plan allowing new investments in such common stock
fund.

(e) In order to ameliorate the effect of the elimination
of possible future benefit accruals under the Equifax Inc. U.S. Retirement
Income Plan for IIS Group Employees and Efx Employees who were participants in
said plan as of June 30, 1997, ChoicePoint will, prior to December 31, 1997,
create an age-weighted or similarly designed defined contribution pension
program, either as part of the ChoicePoint 401(k) Plan or as a separate plan
(either of which is referred to as the "Replacement Plan") pursuant to which
accounts for those IIS Group Employees and Efx Employees who were participants
in the Equifax Inc. U.S. Retirement Income Plan at the Stock Distribution Date
shall be established to receive additional contributions from ChoicePoint for
said purpose, and not in excess of those permitted by applicable laws. To
facilitate the funding of the Replacement Plan and in recognition of the
reduction of future pension liabilities to IIS Group Employees and Efx
Employees, Equifax will transfer to ChoicePoint on the day prior to the
Effective Date the amount of Thirteen Million Dollars.

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<PAGE> 14

3.5 Deferred Compensation Plans. Effective as of the
Stock Distribution Date or, if later, the date of the applicable Employee's
transfer to ChoicePoint, ChoicePoint will assume all liabilities of Equifax
under the Deferred Compensation Plans with respect to IIS Group Employees and
members of the Board of Directors of ChoicePoint and who consent in writing to
the substitution of ChoicePoint for Equifax as the employer under such plans;
to the extent applicable, said liability shall be calculated by applying the
actuarial equivalence factors set forth on Schedule C to the Equifax Inc.
Supplemental Executive Retirement Plan for the purposes of determining the
actuarial equivalent lump sum representing any accrued benefits for said
Employees under said plan. ChoicePoint may, in its sole discretion, establish
ongoing deferred compensation plans in forms similar to or different from any
one or more of the Deferred Compensation Plans and may combine its obligations
under this Section with its obligations under such newly established plans, if
any; provided, however, that, to the extent ChoicePoint assumes a liability
hereunder, ChoicePoint shall be solely responsible for payment of, and shall
indemnify, defend, reimburse and hold Equifax and its Affiliates harmless from
and against, any such liability under the Deferred Compensation Plans to any
Employee who becomes an IIS Group Employee and who has consented in writing to
the substitution of ChoicePoint for Equifax as the employer under the Deferred
Compensation Plans. ChoicePoint will establish a rabbi trust for the purpose
of "funding" this obligation. A copy of ChoicePoint's deferred compensation
plan and rabbi trust is attached hereto as Exhibit H. Equifax will amend its
rabbi trust to require the trustee to waive its rights to the distribution of
ChoicePoint common stock otherwise payable with respect to the Equifax common
stock held in said trust. A copy of said amendment and the required corporate
resolution is attached hereto as Exhibit I.

3.6 Stock Benefits Trust. Equifax will amend the Equifax
Inc. Stock Benefits Trust to require the trustee to waive its rights to the
distribution of ChoicePoint common stock otherwise payable with respect to the
Equifax common stock held in said trust. A copy of said amendment and the
required corporate resolution is attached hereto as Exhibit J. ChoicePoint
will establish its own stock benefits trust. A copy of the ChoicePoint stock
benefits trust is attached as Exhibit K hereto.

3.7 VEBA. Equifax will cause the trustee of its
Voluntary Employees Beneficiary Association ("VEBA") to transfer to the trustee
of a Code Section 501(c)(9) trust to be established by ChoicePoint a pro rata
portion of the reserve maintained for retiree death benefit payments based upon
the pro

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<PAGE> 15

rata liability for Equifax's post-retirement life insurance liability.

With regard to the outstanding liabilities associated with any claims
filed subsequent to June 30, 1997 for eligible services incurred prior to June
30, 1997 by Participants in the Equifax Major Medical Plan (including medical,
dental, and vision coverages) will be the responsibility of said Plan and the
VEBA. The VEBA contains reserves for incurred but not reported claims and for
claims filed but not paid, and is funded on a current basis; therefore the
transaction contemplated by the Distribution Agreement will not require an
allocation of such reserves. Claims incurred by IIS Group Employees prior to
June 30, 1997 will be administered and paid by ChoicePoint and Equifax shall
reimburse ChoicePoint for such payments, no later than 2 weeks after delivery
of detailed supporting documentation of such payments in the form indicated in
Exhibit O. A copy of ChoicePoint's Code Section 501(c)(9) trust is attached as
Exhibit L hereto.

3.8 Stock Options and SARs; Restricted Stock.

a. (i) All options held by IIS Group Employees issued
under the Equifax Inc. Omnibus Stock Incentive Plan, the 1993 Employee Stock
Incentive Plan and the 1995 Employee Stock Incentive Plan (the "Equifax Option
Plans"), to the extent vested, will remain exercisable according to their terms
(as adjusted in accordance with sub- paragraph (ii) below) notwithstanding the
stock distribution; said options, to the extent not vested and therefore not
exercisable on the Stock Distribution Date, will be cancelled on the Stock
Distribution Date. A copy of ChoicePoint's stock option plan (the "ChoicePoint
Omnibus Plan") is attached as Exhibit M hereto. Those cancelled options will
be replaced by ChoicePoint under its ChoicePoint Omnibus Plan. Such options
shall retain the same aggregate intrinsic value as described below:

The ChoicePoint Omnibus Plan shall provide for the replacement of all
cancelled options as of the Stock Distribution Date with options for
ChoicePoint stock ("Replacement Options") on the same material terms and
conditions as the Equifax Option Plans, except with respect to the adjustment
for number of shares and price referred to below:

A. The number of Replacement Options for each affected IIS Group
Employee will be determined by dividing the number of
unexercised Equifax Inc. options on the Stock Distribution
Date by the ratio calculated as the Fair Market Value of each
share of

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<PAGE> 16

ChoicePoint stock divided by the Fair Market Value of Equifax
stock prior to the Stock Distribution Date.

B. The Replacement Options exercise price shall be calculated by
multiplying the exercise price of the Equifax Inc. option
prior to the Stock Distribution Date by the ratio of Fair
Market Value of ChoicePoint stock divided by the Fair Market
Value of Equifax stock prior to the Stock Distribution Date.

(ii) All options held by the Employees of Equifax Inc., and all
vested options held by IIS Group Employees issued under the Equifax Option
Plans shall be adjusted ("Adjusted Options") to retain the same aggregate
intrinsic value as described below:

A. The number of Adjusted Options for each affected employee will
be determined by dividing the number of unexercised Equifax
options on the Stock Distribution Date by the ratio calculated
as the Fair Market Value of each share of Equifax Inc. stock
after the Stock Distribution Date divided by the Fair Market
Value of Equifax Inc. stock prior to the Stock Distribution
Date.

B. The Adjusted Option exercise price shall be determined by
multiplying the exercise price of the Equifax Inc. option,
prior to the Stock Distribution Date, by the ratio of Fair
Market Value of Equifax Inc. stock after the Stock
Distribution Date divided by the Fair Market Value of Equifax
Inc. stock prior to the Stock Distribution Date.

For purposes of this section, in the case of the ChoicePoint stock,
Fair Market Value is the low sale price of the ChoicePoint stock on
the first regular trading day after the Stock Distribution Date. In
the case of the Equifax Inc. stock, (i) Fair Market Value prior to the
Stock Distribution Date is the closing price of Equifax Inc. stock on
the Stock Distribution Date, and (ii) Fair Market Value after the
Stock Distribution Date is the low sale price of Equifax Inc. stock on
the day after the Stock Distribution Date.

(iii) Notwithstanding the foregoing provisions of subparagraphs (i)
and (ii), any options which are vested as of the Stock Distribution Date and
which are held by those senior

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<PAGE> 17

executives of ChoicePoint who are identified on Exhibit N hereto will not
become Adjusted Options as described in (ii) above, but will be cancelled and
replaced with ChoicePoint Options as described in (i) above to the extent that
said senior executive so elects. Any such election may apply to no less than
all of said vested options, and shall be delivered in writing to the Corporate
Secretary of Equifax, Inc. no later than the Stock Distribution Date.

b. Any restricted stock of Equifax Inc. held by IIS
Group Employees shall be handled by agreement between the parties.

3.9 Flexible Spending Accounts. Effective as of June 30,
1997 (or such later date as agreed to by Equifax and ChoicePoint), ChoicePoint
shall establish three plans substantially in the same form as the following
three plans currently maintained by Equifax: The Equifax Inc. Dependent Care
Flexible Spending Account Plan, The Equifax Inc. Health Care Flexible Spending
Account Plan, and The Equifax Inc. Flexible Benefits Plan (see Exhibit A
hereto). As soon as practicable following June 30, 1997 (or such later date as
agreed to by Equifax and ChoicePoint), an amount of cash equal to the existing
spending account balances for IIS Group Employees and Efx Employees will be
transferred from the Equifax plans to the ChoicePoint plans. For purposes of
the preceding sentence, negative balances in accounts under the Health Care
Flexible Spending Account Plan shall be taken into account as negative numbers
(and accordingly shall reduce the amount of cash to be transferred) when
determining the amount of cash to be transferred.

3.10 Various Liabilities. Equifax acknowledges that the
transaction contemplated by the Distribution Agreement will not result in
Equifax being liable for any severance pay to an Employee.

3.11 COBRA. Equifax shall be responsible for complying
with the requirement of Code Section 4980B and Part 6 of Title I of ERISA with
respect to any Employee in its group health plan and their "qualified
beneficiaries" whose "qualifying event" (as such terms are defined in Code
Section 4980B) occurs on or prior to June 30, 1997 or, if later, through the
date of such Employee's transfer to ChoicePoint or an IIS Group Subsidiary.
ChoicePoint shall be responsible for complying with the requirements of Code
Section 4980B and Part 6 Title I of ERISA with respect to any IIS Group
Employee and his or her "qualified beneficiaries" whose "qualifying event" (as
such terms are defined in Code Section 4980B) occurs after June 30, 1997 (or,
if later, after the date of such Employee's transfer to ChoicePoint)

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<PAGE> 18

or an IIS Group Subsidiary. ChoicePoint shall be responsible for providing
COBRA coverage with respect to former employees of ChoicePoint Inc. or an IIS
Group Subsidiary and to their qualified beneficiaries, subsequent to June 30,
1997.

3.12 Performance Share Plan. Equifax will take the
actions required, including any necessary plan amendment, to provide that all
IIS Group Employees or Efx Employees who are participants in Plan 15
(1995-1997) of the Equifax Inc. Performance Share Plan on the Stock
Distribution Date shall be treated as if they had remained employed by Equifax
Inc. pursuant to the provisions of said plan for the entire period. The effect
of this treatment shall be that each such employee will receive 100% of the
payment he or she would have been ultimately entitled to receive under "Plan
15" of said plan at the expiration of the performance period of the outstanding
grants. Said payment shall be made in cash, and not in shares of Equifax Inc.
stock, at the conclusion of the relevant performance period. Any other
outstanding grants to IIS Group Employees or Efx Employees shall be cancelled.
The Equifax Compensation Committee shall also revise the performance goals for
the plan, for awards previously granted but not yet earned, to reflect the
spinoff of a substantial portion of the company and a consequent change in
certain anticipated measuring techniques. The Equifax Inc. Management
Compensation Committee has adopted resolutions in order to effect this
treatment under the Equifax, Inc. Performance Share Plan.

3.13 Community Service Associate Program. Any employee of
ChoicePoint or an IIS Group Subsidiary who is a participant in the Equifax Inc.
Community Service Associate Program shall be transferred to the employment of
Equifax or a Subsidiary (which is not an IIS Group Subsidiary) on or before the
Stock Distribution Date, and shall continue to participate in said program
according to its terms.

3.14 Certain Arrangements for Non-U.S. Operations.

a. United Kingdom.

Those persons who become employees of ChoicePoint Ltd. on
or after the Stock Distribution Date shall be eligible to participate in the
Equifax Europe, UK Ltd. Money Purchase Pension Plan through December 31, 1997.
ChoicePoint Ltd. shall fund the cost of said participation, which shall include
the actual contributions to said plan as well as an agreed-upon reimbursement
for administrative services incurred by Equifax Europe, UK Ltd. as a
consequence of this accommodation.

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b. Canada.

For a period of up to 18 months from the Stock
Distribution Date, Equifax Canada will provide to ChoicePoint the services of
those employees identified on Annex II hereto, and ChoicePoint will reimburse
Equifax Canada for the compensation, including the cost of benefits provided
under Equifax Canada's current employee benefit plans. The parties will
undertake in good faith to enter into an employee leasing agreement, with
respect to said employees, with mutually agreeable terms.

3.15 Special Provisions Respecting CDB Infotek

The definition of Subsidiary includes entities, at least 70%
of which are owned by a parent company, for the purposes of including CDB
Infotek ("CDB") as a Subsidiary. CDB is a Subsidiary of Equifax Inc., directly
or indirectly, and is an IIS Group Subsidiary. The parties acknowledge,
however, that CDB has not adopted, and the employees of CDB do not participate
in any Employee Benefit Plans, nor will CDB adopt any such plans maintained by
ChoicePoint immediately after the Stock Distribution Date. However, CDB is
expected to adopt the ChoicePoint employee benefit plans as of January 1, 1998,
or at a time subsequent thereto in ChoicePoint's discretion. Consequently, the
provisions of this Agreement with respect to Subsidiaries, IIS Group
Subsidiaries and employees of same shall be read in said context, with the
intention, for example, that the transfer of any Efx Employees from Equifax to
CDB pursuant to this Agreement would result in the transition of benefits as
described herein, to the extent practical given the employee benefit plans
maintained by CDB at the time.

ARTICLE 4
INDEMNIFICATION

4.1 Indemnification. In addition to the indemnity
obligations set forth in Sections 3.2 and 3.5 hereof, ChoicePoint agrees to
indemnify, defend, reimburse and hold harmless Equifax and its Affiliates, and
the officers, directors, employees, agents and representatives of Equifax and
its Affiliates (each, an "Indemnified Party"), from and against any and all
Actions, assessments, losses, damages, liabilities, costs and reasonable
expenses including, without limitation, interest penalties, fines, excise taxes
and reasonable attorneys' fees and expenses, asserted against or imposed upon
or incurred by any Indemnified Party which result from, arise out of or are
related to any failure by ChoicePoint to comply with the terms of this Employee
Benefits Agreement.

16
<PAGE> 20

ChoicePoint agrees that it will bear full responsibility for,
and indemnify Equifax against any damage, expense or loss resulting from, the
design, administration or funding of all plans adopted and/or implemented by
ChoicePoint for the benefit of IIS Group Employees, former employees and their
beneficiaries on and after July 1, 1997; this provision shall not apply to
those plans sponsored by Equifax as to which ChoicePoint is or has been an
adopting employer.

Equifax agrees to indemnify, defend reimburse and hold
harmless ChoicePoint and its Affiliates, and the officers, directors,
employees, agents and representatives of said companies (each, an "Indemnified
Party"), from and against any and all Actions, assessments, losses, damages,
liabilities, costs and reasonable expenses including, without limitation,
interest penalties, fines, excise taxes and reasonable attorneys' fees and
expenses, asserted against or imposed upon or incurred by any Indemnified Party
which result from, arise out of or are related to any failure on the part of
Equifax to comply with the terms of this Employee Benefits Agreement.

4.2 Procedure for Indemnification. In the event any
action, suit or proceeding is brought against an Indemnified Party pursuant to
this Article 4 or Sections 3.2 and 3.5 hereof, the Parties shall comply with
and be subject to the indemnifi-cation procedures set forth in the Distribution
Agreement.

4.3 Employee Liability. Except as specified herein,
ChoicePoint shall not assume Employee Liability of Equifax.

ARTICLE 5
MISCELLANEOUS

5.1 Binding Agreement. This Agreement is binding upon
and is for the benefit of the Parties hereto and their respective successors
and permitted assigns.

5.2 Assignment. No Party to this Agreement shall convey,
assign or otherwise transfer any of its rights or obligations under this
Agreement without the express written consent of the other Party hereto in its
sole and absolute discretion. No assignment of this Agreement shall relieve
the assigning Party of its obligations hereunder.

5.3 Notices. All notices or other communications
required or permitted to be given hereunder shall be made pursuant to the
notice provisions set forth in the Distribution Agreement.

17
<PAGE> 21

5.4 No Waiver. No delay on the part of any Party hereto
in exercising any right, power or privilege hereunder shall operate as a
waiver, nor shall any waiver on the part of any Party of any right, power or
privilege operate as a waiver of any other right, power or privilege hereunder,
nor shall any single or partial exercise of any right, power or privilege
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder. The rights and remedies herein provided
are cumulative and are not exclusive of any rights or remedies which the
Parties hereto may otherwise have at law or in equity.

5.5 Entire Agreement; Amendment. This Agreement, and the
agreements and other documents referred to herein, shall constitute the entire
agreement between the Parties with respect to the subject matter hereof and
shall supersede all prior agreements, understandings, statements or
representations, oral or in writing, of the Parties relating thereto. This
Agreement may be modified or amended only by written agreement of the Parties.
In addition to the foregoing, on and after the Stock Distribution Date, any
amendment to this Agreement must, in the case of ChoicePoint, be approved by
one of its elected officers and in the case of Equifax, be approved by one of
its elected officers. The employee benefit plans and policies which are
attached as Exhibits to this Agreement may be amended by their sponsoring
companies in any manner which they, in good faith, determine to be necessary or
desirable.

5.6 Sharing of Information. Equifax and ChoicePoint
recognize that each of them will require certain information and data regarding
employees of the other company or its subsidiaries. Each agrees to provide the
information requested by the other in good faith, and on a reasonably prompt
basis. The requesting party shall be required to pay a reasonable amount for
administrative expenses incurred by the supplying party in preparing the
requested information. Such information will include but not be limited to
that which is required for testing benefit plans for coverage, maximum benefit
and contribution limitations, annual reports, and year-end or other periodic
valuations. Such information shall be subject to the confidentiality
provisions under section 15.05 of the Distribution Agreement.

5.7 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute a single instrument.

18
<PAGE> 22

5.8 Governing Law. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of Georgia
(regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws) as to all matters including, without limitation, matters
of validity, construction, effect, performance and remedies.

5.9 No Third Party Beneficiaries. This Agreement is
solely for the benefit of the Parties hereto and is not intended to confer upon
any other person any rights or remedies hereunder.

5.10 Legal Enforceability. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. Any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.

5.11 Interpretation. The Article and Section headings
contained in this Agreement are solely for the purpose of reference, are not
part of the agreement of the Parties and shall not in any way affect the
meaning or interpretation of this Agreement. The parties have made a good
faith effort in this Agreement to provide for these issues involving employee
benefits in the transaction which can be reasonably foreseen. The parties
acknowledge that other such issues may arise, and they agree to work in good
faith to resolve any differences in light of the general philosophy that all
matters involving Equifax benefit plans are the responsibility of Equifax
except that ChoicePoint intends to be responsible, on an ongoing basis, for the
administration and expense of those benefits which ChoicePoint has determined
to continue for the IIS Group Employees after June 30, 1997.

5.12 Resolution. Any disputes between the parties based
upon, related to, or arising in connection with this Agreement shall be
resolved in accordance with the dispute resolution procedure set forth in
section 17.10 of the Distribution Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be executed and delivered as of the day and year first above
written.

Equifax Inc.

By: /s/ Daniel W. McGlaughlin
------------------------------------------
Its: President and Chief Executive Officer

<PAGE> 23
ChoicePoint Inc.

By: /s/ J. Michael de Janes
------------------------------------------
Its: General Counsel

<PAGE> 1

EXHIBIT 10.05

TRANSITION SUPPORT AGREEMENT

THIS AGREEMENT for the performance of corporate services is executed
and made effective as of July 31, 1997, between Equifax Inc., a Georgia
corporation ("Equifax"), and ChoicePoint Inc., a Georgia corporation
("ChoicePoint").

WHEREAS, Equifax, through the operation of its Insurance Services
Group, is engaged in the business of providing information for insurance
underwriting purposes;

WHEREAS, the Board of Directors of Equifax has determined that it would
be advisable and in the best interests of Equifax and its shareholders for
Equifax to contribute its insurance services businesses, operations, assets and
liabilities (collectively, the "Business") to ChoicePoint in exchange for
ChoicePoint common stock and to thereafter distribute all of the outstanding
shares of ChoicePoint's common stock on a pro rata basis to the holders of
Equifax's common stock (the "Distribution") pursuant to a Distribution
Agreement, dated as of the date hereof, between Equifax and ChoicePoint (the
"Distribution Agreement");

WHEREAS, the parties intend that the transactions described herein will
be effective at the Effective Time (as defined in the Distribution Agreement);
and

WHEREAS, the parties hereto deem it to be appropriate and in the best
interests of the parties that they provide certain services to each other on the
terms and conditions set forth herein;

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

1. Description of Services.

(a) Equifax shall, subject to the terms and provisions of this
Agreement: (i) provide ChoicePoint with general services of a financial,
technical, commercial, administrative and/or advisory nature, with respect to
the Business, as set forth on Exhibits A through I hereto and (ii) render such
other specific services as ChoicePoint may from time to time reasonably request,
subject to Equifax's sole discretion and its being in a position to supply such
additional services at the time of such request.

(b) ChoicePoint shall, subject to the terms and provisions of
this Agreement: (i) provide Equifax with services as set forth on Exhibit J
hereto and (ii) render such other services as Equifax may from time to time
reasonably request, subject to ChoicePoint's sole discretion and its being in a
position to supply such additional services at the time of the request.

<PAGE> 2

Each of Equifax and ChoicePoint, as the case may be, shall use
commercially reasonable efforts to provide the services described in the
exhibits hereto and to transition from using the services provided by the other
under this Agreement on or prior to the termination of the term for the
provision of such services. Additionally, each of Equifax and ChoicePoint agree
that they shall use commercially reasonable efforts to assist, as necessary, in
the development of the respective transition plans described in the exhibits
hereto and shall provide assistance and training to the other as may be
necessary to assure a smooth and orderly transition.

2. Consideration for Services. ChoicePoint shall pay Equifax for
all the services described on Exhibits A through I and Equifax shall pay
ChoicePoint for all the services described on Exhibit J at the rates specified
on each such exhibit.

3. Terms of Payment. Within fifteen (15) business days after the
end of each month during the term of this Agreement, Equifax will submit a
written invoice to ChoicePoint and ChoicePoint will submit a written invoice to
Equifax for service fees for the immediately preceding month together with an
accounting of the charges for the immediately preceding month's services. Within
five (5) business days after the receipt of such invoices, Equifax and
ChoicePoint, as the case may be, will remit payment of the full amount of such
invoices to the other in the manner provided below. Interest shall accrue at a
rate of 8% per annum on any amounts not received by the party providing the
service hereunder within five (5) business days after receipt by the other of
the invoice. The amount of any monthly service fee shall be prorated to
correspond with the portion of a given month for which services were actually
rendered.

4. Method of Payment. All amounts payable by ChoicePoint and
Equifax for the services rendered by the other pursuant to their Agreement shall
be remitted to Equifax or ChoicePoint, as the case may be, in United States
dollars in the form of a wire transfer.

5. WARRANTIES. THIS IS A SERVICE AGREEMENT. EXCEPT AS EXPRESSLY
STATED IN THIS AGREEMENT, THERE ARE NO EXPRESS WARRANTIES OR GUARANTIES,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE
AND FITNESS FOR A PARTICULAR PURPOSE.

6. Liability; Indemnification; Dispute Resolution.

(a) In no event shall either Equifax or ChoicePoint have any
liability, whether based on contract, tort (including, without limitation,
negligence), warranty or any other legal or equitable grounds, for any punitive,
consequential, special, indirect or incidental loss or damage suffered by the
other arising from or related to this Agreement, including without limitation,
loss of data, profits, interest or revenue, or interruption of business, even if
the party providing the services hereunder is advised of the possibility of such
losses or damages.

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<PAGE> 3

(b) The limitations set forth in Section 6(a) above shall not
apply to liabilities which may arise as the result of willful misconduct or
gross negligence of the party providing the services hereunder.

(c) Effective as of the date of this Agreement, ChoicePoint
shall indemnify, defend and hold harmless Equifax and its affiliates and their
respective directors, officers, employees and agents (the "Equifax Indemnitees")
from and against any and all damage, loss, liability and expense (including,
without limitation, reasonable expenses of investigation and reasonable
attorneys' fees and expenses in connection with any and all actions or
threatened actions) ("Indemnifiable Losses") incurred or suffered by any of the
Equifax Indemnitees arising from, related to or associated with (i) Equifax's
furnishing or failure to furnish the services provided for in this Agreement,
other than liabilities arising out of the willful misconduct or gross negligence
of the Equifax Indemnitees and (ii) the gross negligence or willful misconduct
of ChoicePoint in furnishing or failing to furnish the services to be provided
by ChoicePoint in this Agreement, provided however, in no event shall
ChoicePoint be obligated to indemnify the Equifax Indemnitees (taken together)
under this Section 6(c) for Indemnifiable Losses arising out of ChoicePoint's
gross negligence in an amount in excess of three times the service fee charged
for the category of service related to the Indemnifiable Loss in the month in
which the act or failure to act by ChoicePoint that gave rise to such
Indemnifiable Loss occurs.

(d) Effective as of the date of this Agreement, Equifax shall
indemnify, defend and hold harmless ChoicePoint and its affiliates and their
respective directors, officers, employees and agents (the "ChoicePoint
Indemnitees") from and against any and all Indemnifiable Losses incurred or
suffered by any of the ChoicePoint Indemnitees arising from, related to or
associated with (i) ChoicePoint's furnishing or failure to furnish the services
provided for in this Agreement, other than liabilities arising out of the
willful misconduct or gross negligence of the ChoicePoint Indemnitees, and (ii)
the gross negligence or willful misconduct of Equifax in furnishing or failing
to furnish the services to be provided by Equifax to ChoicePoint in this
Agreement, provided however, in no event shall Equifax be obligated to indemnify
the ChoicePoint Indemnitees (taken together) under this Section 6(d) for
Indemnifiable Losses arising out of Equifax's gross negligence in an amount in
excess of three times the service fee charged for the category of service
related to the Indemnifiable Loss in the month in which the act or failure to
act by Equifax that gave rise to such Indemnifiable Loss occurs.

(e) Any disputes arising under this Agreement shall be
resolved in accordance with Section 15.10 of the Distribution Agreement.

7. Termination.

(a) Each category of service provided under this Agreement
shall terminate at the end of the period set forth on Exhibit K, provided that
certain categories

-3-
<PAGE> 4

of service identified on Exhibit K may be extended for one 90 day period at the
request of the party receiving the service.

(b) Notwithstanding Section 7(a) above, except as otherwise
set forth on a particular exhibit hereto, either Equifax or ChoicePoint may, at
its option, upon no less than sixty (60) days prior written notice to the other
(or such other period as the parties may mutually agree in writing), direct the
other to no longer provide a particular category of service.

(c) Notwithstanding Sections 7(a) and 7(b) above, except as
otherwise set forth on a particular exhibit, this Agreement may be terminated in
its entirety in accordance with the following:

(i) Upon written agreement of the parties;

(ii) By either ChoicePoint or Equifax for material
breach by the other of any of the terms hereof if the breach is not
cured within thirty (30) calendar days after written notice of breach
is delivered to the breaching party;

(iii) By either ChoicePoint or Equifax, upon written
notice to the other if the other shall become insolvent or shall make
an assignment of substantially all of its assets for the benefit of
creditors, or shall be placed in receivership, reorganization,
liquidation or bankruptcy;

(iv) By Equifax, upon written notice to ChoicePoint,
if, for any reason, the ownership or control of ChoicePoint or any of
ChoicePoint's operations, becomes vested in, or is made subject to the
control or direction of, any direct competitor of Equifax, but such
termination shall be applicable only with respect to services provided
by Equifax to the portion of ChoicePoint's businesses that has been
affected by the change in control.

(v) By ChoicePoint, upon written notice to Equifax,
if for any reason, the ownership or control of Equifax or any of
Equifax's operations becomes vested in, or is made subject to the
control or direction of, any direct competitor of ChoicePoint, but such
termination shall be applicable only with respect to services provided
by ChoicePoint to the portion of Equifax's business that has been
affected by the change in control.

(d) Upon any termination pursuant to Sections 7(b) and 7(c)
above, Equifax and ChoicePoint shall be compensated for all services performed
to the date of termination in accordance with the provisions of this Agreement,
and Equifax and ChoicePoint, as the case may be, will consider hiring certain
employees of the other identified by the other prior to the termination to the
extent that Equifax or ChoicePoint, as the case may be, does not contract with
third parties to provide the services rendered by Equifax or ChoicePoint
pursuant to this Agreement.

-4-
<PAGE> 5

8. Amendment. This Agreement may be modified or amended only by the
agreement of the parties hereto in writing, duly executed by the authorized
representatives of each party.

9. Force Majeure. Any delays in or failure of performance by Equifax
or ChoicePoint shall not constitute a default hereunder if and to the extent
such delay or failure of performance is caused by occurrences beyond the
reasonable control of Equifax or ChoicePoint, as the case may be, including, but
not limited to: acts of God or the public enemy; compliance with any order or
request of any governmental authority; acts of war; riots or strikes or other
concerted acts of personnel; or any other causes beyond the reasonable control
of Equifax or ChoicePoint, whether or not of the same class or kind as those
specifically named above.

10. Assignment. This Agreement shall not be assignable by either party
hereto without the prior written consent of the other party hereto. When duly
assigned in accordance with the foregoing, this Agreement shall be binding upon
and shall inure to the benefit of the assignee.

11. Confidentiality. Each party shall hold and cause its directors,
officers, employees, agents, consultants and advisors to hold, in strict
confidence, unless compelled to disclose by judicial or administrative process
or, in the opinion of its counsel, by other requirements of law, all information
concerning the other party (except to the extent that such information can be
shown to have been (a) in the public domain through no fault of such disclosing
party or (b) later lawfully acquired after the Effective Time on a
non-confidential basis from other sources by the disclosing party), and neither
party shall release or disclose such information to any other person, except its
auditors, attorneys, financial advisors, bankers and other consultants and
advisors who shall be advised of the provisions of this Section 11 and be bound
by them.

12. Notices. All notices and communications under this Agreement shall
be deemed to have been given (a) when received, if such notice or communication
is delivered by facsimile, hand delivery or overnight courier, and (b) three (3)
business days after mailing if such notice or communication is sent by United
States registered or certified mail, return receipt requested, first class
postage prepaid. All notices and communications, to be effective, must be
properly addressed to the party to whom the same is directed at its address as
follows:

-5-
<PAGE> 6

If to Equifax, to:

Equifax Inc.
1600 Peachtree Street, N.W.
Atlanta, GA 30309
Attention: Bruce S. Richards
Corporate Vice President and General Counsel
Fax: (404) 885-8682

with a copy to:

Thomas F. Chapman
President and Chief Operating Officer
Equifax Inc.
1600 Peachtree Street, N.W.
Atlanta, GA 30309
Fax: (404) 885-8766.

If to ChoicePoint, to:

ChoicePoint Inc.
1000 Alderman Drive
Alpharetta, GA 30005
Attention: J. Michael de Janes, Esq.
Fax: (770) 752-5939

with a copy to:

Derek V. Smith
President and Chief Executive Officer
ChoicePoint Inc.
1000 Alderman Drive
Alpharetta, GA 30005
Fax: (770) 752-6243.

Either party may, by written notice delivered to the other party in accordance
with this Section 12, change the address to which delivery of any notice shall
thereafter be made.

13. Waiver. The failure of either party at any time or times to enforce
or require performance of any provision hereof shall in no way operate as a
waiver or affect the right of such party at a later time to enforce the same.

14. Severability. The provisions of this Agreement are severable and
should any provision hereof be void or unenforceable under any applicable law,
such provision

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<PAGE> 7

shall not affect or invalidate any other provision of this Agreement, which
shall continue to govern the relative rights and duties of the parties as though
such void or unenforceable provision were not a part hereof.

15. Third Party Agreements. Equifax and ChoicePoint recognize that
certain technology support services described in the exhibits hereto are
provided by third party contractors under specific third party agreements
("Third Party Agreements"). Equifax and ChoicePoint further recognize that the
Third Party Agreements may have been entered into by either Equifax or
ChoicePoint and that the other receives technology support services as a result
of the Third Party Agreements. Equifax and ChoicePoint shall use their
respective commercially reasonable efforts to cause the third party providers to
continue to provide the technology support to the other under the terms of the
Third Party Agreements as in effect as at the Effective Time.

16. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA.

17. Counterparts. This Agreement may be executed in separate
counterparts, each of which, when so executed, shall be deemed to be an original
and all of which, when taken together, shall constitute but one and the same
agreement.

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

EQUIFAX INC.

By:/s/ Bruce S. Richards
-----------------------------------------
Name: Bruce S. Richards
Title: Corporate Vice President and
General Counsel

CHOICEPOINT INC.

By:/s/ Derek V. Smith
-----------------------------------------
Name: Derek V. Smith
Title: President and Chief Executive Officer

-7-

<PAGE> 1
EXHIBIT 10.06

INTERCOMPANY INFORMATION SERVICES AGREEMENT
BETWEEN EQUIFAX INC.
AND
CHOICEPOINT INC.
DATED JULY 31, 1997

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<S> <C>
ARTICLE I DEFINITIONS ................................................ 2

SECTION 1.1. DEFINITIONS ........................................... 2

ARTICLE II INFORMATION SERVICES ...................................... 7

SECTION 2.1. INFORMATION SERVICES .................................. 7
SECTION 2.2. SUPPLEMENTAL AGREEMENTS ............................... 8
SECTION 2.3. MUTUAL OBLIGATIONS .................................... 9
SECTION 2.4. FCRA CERTIFICATION .................................... 11

ARTICLE III FEES AND PAYMENT ......................................... 11

SECTION 3.1. FEES AND CHARGES ...................................... 11
SECTION 3.2. PAYMENT TERMS ......................................... 11
SECTION 3.3. DISPUTED AMOUNTS ...................................... 11
SECTION 3.4. INTEREST .............................................. 11
SECTION 3.5. TAXES ................................................. 12

ARTICLE IV REPRENTATIONS AND WARRANTIES .............................. 12

ARTICLE V LIMITATION ON ACTIONS AND LIABILITIES ...................... 13

SECTION 5.1. COVENANT NOT TO SUE ................................... 13
SECTION 5.2. RELEASE ............................................... 13
SECTION 5.3. LIMITATION OF LIABILITY ............................... 13

ARTICLE VI INDEMINIFICATION .......................................... 14

SECTION 6.1. CHOICE POINT INDEMNIFICATION OF THE EQUIFAX GROUP ..... 14
SECTION 6.2. EQUIFAX INDEMNIFICATION OF THE CHOICE POINT GROUP ..... 14
SECTION 6.3. INSURANCE AND THIRD PARTY OBLIGATIONS ................. 15

ARTICLE VII INDEMNIFICATION PROCEDURES ............................... 15

SECTION 7.1. NOTICE AND PAYMENT OF CLAIMS .......................... 15
SECTION 7.2. NOTICE AND DEFENSE OF THIRD PARTY CLAIMS .............. 15

ARTICLE VIII CONFIDENTIALITY ......................................... 17

SECTION 8.1. EXCLUSIONS ............................................ 17
SECTION 8.2. CONFIDENTIALITY ....................................... 17
SECTION 8.3. EMPLOYEE CONFIDENTIALITY AGREEMENTS ................... 18
SECTION 8.4. RIGHTS AND REMEDIES ................................... 19
SECTION 8.5. COMPETITIVE ACTIVITIES ................................ 19
SECTION 8.6. NO IMPLIED RIGHTS ..................................... 19

ARTICLE IX CONTINUED ASSISTANCE ...................................... 20

SECTION 9.1. CONTINUED ASSISTANCE AND TRANSITION ................... 20
SECTION 9.2. LITIGATION COOPERATION ................................ 20
</TABLE>

<PAGE> 3

<TABLE>
<S> <C>
ARTICLE X TERM AND TERMINATION ....................................... 21

SECTION 10.1. TERM .................................................. 21
SECTION 10.2. TERMINATION ........................................... 21
SECTION 10.3. EFFECT OF TERMINATION AND EXPIRATION .................. 21

ARTICLE XI MISCELLANEOUS ............................................. 22

SECTION 11.1. EXPENSES .............................................. 22
SECTION 11.2. NOTICES ............................................... 22
SECTION 11.3. AMENDMENT AND WAIVER .................................. 23
SECTION 11.4. ENTIRE AGREEMENT ...................................... 23
SECTION 11.5. PARTIES IN INTEREST ................................... 23
SECTION 11.6. FURTHER ASSURANCES AND CONSENTS ....................... 24
SECTION 11.7. SEVERABILITY .......................................... 24
SECTION 11.8. GOVERNING LAW ......................................... 24
SECTION 11.9. COUNTERPARTS .......................................... 24
SECTION 11.10. DISPUTES ............................................. 24
SECTION 11.11. FORCE MAJEURE ........................................ 26
</TABLE>

<PAGE> 4

THIS INTERCOMPANY INFORMATION SERVICES AGREEMENT dated as of July 31,
1997, is entered into by EQUIFAX INC., a Georgia corporation ("Equifax"), and
CHOICEPOINT INC., a Georgia corporation ("ChoicePoint").

BACKGROUND

A. ChoicePoint is a wholly owned subsidiary of Equifax formed among
other reasons for the purposes of receiving and conducting the business of the
ChoicePoint Group (as defined below) and taking title to the intellectual
property assets and assuming the associated liabilities related to the business
operations of the ChoicePoint Group.

B. The transfer of such business, assets and liabilities, as well as
other assets, will be effected pursuant to the Distribution Agreement (as
defined below).

C. The parties intend that the Distribution (as defined in the
Distribution Agreement) not be taxable to Equifax or its shareholders pursuant
to Section 355 of the Code (as defined below).

D. Equifax and its Affiliates (as defined below) provide various
Information Services (as defined below) to each other and to their respective
customers. Prior to the Distribution, Equifax and its Affiliates utilized both
common resources and discrete, commercial products purchased from one another in
the conduct of their respective businesses. At and after the Effective Time,
Equifax and ChoicePoint desire to purchase from each other and their Group
members certain Information Services for their own use and for resale to their
Group customers.

E. The parties have determined that it is necessary and desirable to
set forth the arrangements required to effect the purchase and sale of their
respective Information Services to the members of each Group and to set forth
their other agreements that will govern certain other matters regarding the
parties' respective purchase and sale of Information Services following the
Distribution.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual
agreements and covenants contained in this Agreement, and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties, each party agrees for itself and jointly and severally with each
member of its Group, and will cause each member of its Group to agree jointly
and severally with it, as follows:

<PAGE> 5

ARTICLE I

DEFINITIONS

Section 1.1. Definitions.

As used herein, the following terms have the following meanings:

(a) "Action" means any claim, suit, arbitration, inquiry, proceeding
or investigation by or before any court, governmental or other regulatory or
administrative agency or commission or any other tribunal.

(b) "Affiliate" means, with respect to a party, any corporation,
partnership (general or limited), limited liability corporation, joint venture
or other form of business entity that controls, is controlled by or is under
common control with that party; and "control" means (i) either directly or
indirectly owning or having the right to vote ownership interests possessing a
majority of the aggregate voting power of all ownership interests of that
entity, or (ii) having the power to control and direct, either directly or
indirectly, the business and affairs of that entity or to elect or appoint the
person (or if more than one, a majority of the persons) who is responsible for
the management and control of the business and affairs of that entity.

(c) "Agreement" means the terms and conditions of this Intercompany
Information Services Agreement and the Exhibits attached hereto.

(d) "Ancillary Agreements" means all of the written agreements,
instruments, understandings, assignments or other arrangements entered into in
connection with the transactions contemplated hereby and in the Distribution
Agreement, including without limitation, the Distribution Agreement, the
Employee Benefits Agreement, the Transition Support Agreement, the Intellectual
Property Agreement, the CUE UK Agreements, the Tax Sharing and Indemnification
Agreement, and the Real Estate Agreements.

(e) "ChoicePoint Business" means the businesses conducted by the
members of the ChoicePoint Group as of the Effective Time.

(f) "ChoicePoint Group" means the entities set forth on Exhibit A.

(g) "ChoicePoint Indemnitees" has the meaning given in Section 6.2.

(h) "ChoicePoint Liabilities" means all unsatisfied Liabilities
incurred attendant with the purchase of Information Services from the Equifax
Group under this Agreement, whether arising before, on or after the Effective
Time.

(i) "ChoicePoint Products" means those products, services and
deliverables offered for sale by the ChoicePoint Group to the Equifax Group, in
its sole discretion from time to time.

<PAGE> 6

(j) "Code" means the Internal Revenue Code of 1986, as amended.

(k) "Company Information" means collectively the Proprietary
Information and the Confidential Information of the disclosing party. Company
Information also includes information that has been disclosed to Equifax or any
of its Affiliates prior to the Effective Time, or to any member of either Group
after the Effective Time, by a third party subject to an obligation to treat
such information as confidential or secret.

(l) "Confidential Information" means any and all confidential company
business information of the disclosing party that does not constitute
Proprietary Information and that is the subject of efforts by the disclosing
party that are reasonable under the circumstances to maintain its secrecy and
confidentiality, including without limitation, the Provider Information, the
existence and nature of the relationship between the parties including, without
limitation, the prices set forth in the Exhibits to this Agreement, employees
of the disclosing party, and any and all additional information disclosed by
the disclosing party to the receiving party as a result of the receiving
party's access to and presence at the disclosing party's facilities.

(m) "Consumer Credit Information" means information pertaining to (i)
a consumer's identification and credit accounts, including but not limited to,
the identity of the credit grantor, the type of account, the credit limit, the
transaction history of the account, the payment history of the account, and
other action taken by the consumer or the credit grantor with respect to the
account, such as the closing or writing off of the account, credit file
inquiries or collection items, or (ii) the consumer's check transactions,
including their check transaction history and instances where the consumer has
written checks that were not honored by the consumer's drawee, or (iii) public
record items regarding a consumer, including without limitation, judgments, tax
liens, and bankruptcy filings, or (iv) analytical or predictive scores based on
any or all of the above.

(n) "Consumer Insurance Information" means consumer-specific
information (i) not already available to the Equifax Group from its databases
and those of its System Affiliates and (ii) which, upon delivery to the End
User, is to be used in connection with the offering of insurance products to
consumers.

(o) "Consumer Report" has the meaning given in the FCRA.

(p) "Consumer Reporting Agency" has the meaning given in the FCRA.

(q) "DAT" means a personal computer or direct access terminal.

(r) "Designated ChoicePoint Member" means a member of the ChoicePoint
Group, as designated by ChoicePoint in its sole discretion from time to time.

(s) "Designated Equifax Member" means a member of the Equifax Group,
as designated by Equifax in its sole discretion from time to time.

<PAGE> 7

(t) "Direct Damages" means actual, direct damages incurred by the
claiming party which include, by way of example but without limitation, the
costs to correct any deficiencies in the Information Services rendered by
Provider and similar damages, but "Direct Damages" shall not include (A) loss of
interest, profit or revenue of the claiming party or (B) incidental,
consequential, special or indirect damages suffered by the claiming party and
shall not include punitive or exemplary damages suffered by the claiming party
arising from or related to this Agreement, even if such party has been advised
of the possibility of such losses or damages.

(u) "Disputes" has the meaning given in Section 11.10.

(v) "Distribution" has the meaning given in the Distribution
Agreement.

(w) "Distribution Agreement" means that certain Distribution Agreement
entered into on or prior to the Distribution Date between Equifax and
ChoicePoint, as amended from time to time.

(x) "Distribution Date" means the business day as of which the
Distribution shall be effective, as determined by the Board of Directors of
Equifax.

(y) "Effective Time" means 5:00 p.m. Eastern Daylight Time on July 31,
1997.

(z) "End User" means a Recipient or its Subscriber, which Person will
use a given item of Provider Information, or on whose behalf such information
will be used, in making a business decision concerning the subject of such
information.

(aa) "Equifax Business" means the businesses now or formerly conducted
by Equifax and its present and former Affiliates, other than the ChoicePoint
Business, at the Effective Time.

(bb) "Equifax Group" means Equifax and its Affiliates existing at the
Effective Time and as modified from time to time thereafter, excluding all
members of the ChoicePoint Group.

(cc) "Equifax Indemnitees" has the meaning given in Section 6.1.

(dd) "Equifax Liabilities" means all unsatisfied Liabilities incurred
attendant with the purchase of Information Services from the ChoicePoint Group
under this Agreement whether arising before, on or after the Effective Time.

(ee) "Equifax Products" means those products, services and deliverables
offered for sale by the Equifax Group to the ChoicePoint Group in its sole
discretion from time to time.

(ff) "FCRA" means the federal Fair Credit Reporting Act, 15 U.S.C.
Section 1681, et. seq.

(gg) "Group" means the ChoicePoint Group and/or the Equifax Group.

<PAGE> 8

(hh) "Indemnifiable Loss" means any and all damage, loss, liability and
expense (including, without limitation, reasonable expenses of investigation and
reasonable attorneys' fees and expenses) in connection with any and all Actions
or threatened Actions.

(ii) "Indemnified Party" has the meaning given in Section 7.1.

(jj) "Indemnifying Party" has the meaning given in Section 7.1.

(kk) "Information Services" means those on-line and off-line
computer-based information databases, the inspection services, reporting
services, processing services, and transmission services provided by either
party or the members of its respective Group pursuant to this Agreement,
including without limitation, the ChoicePoint Products, Equifax Products and
Provider Information.

(ll) "Intellectual Property Agreement" means that certain Intellectual
Property Agreement entered into on or prior to the Distribution Date between
Equifax and ChoicePoint, as amended from time to time.

(mm) "Liabilities" means any and all claims, debts, liabilities and
obligations, absolute or contingent, matured or not matured, liquidated or
unliquidated, accrued or unaccrued, known or unknown, whenever arising, with
respect to a specified object, matter, contract, commitment or undertaking,
including without limitation, all debts, liabilities and obligations arising
under any law, rule, regulation, action, order or consent decree of any
governmental entity or any award of any arbitrator of any kind, related thereto
and those arising under any contract, commitment or undertaking relating to such
specified object, matter, contract, commitment or undertaking.

(nn) "Non-Consumer Reporting Agency" means a Recipient that will resell
a given item of Provider Information that is not a Consumer Report .

(oo) "Permissible Purposes" means one of the permitted purposes for
which a Consumer Report may be provided pursuant to the FCRA.

(pp) "Person" means any individual, entity (whether or not formed as a
corporation, sole proprietorship, partnership, limited liability company or
other form of entity and whether or not conducting its affairs for profit), and
any governmental entity or agency.

(qq) "Prime Rate" means the prime rate of interest as determined from
time to time by SunTrust Bank, Atlanta.

(rr) "Proprietary Information" means all non-public information,
whether tangible or intangible, related to the services or business of the
disclosing party that (i) derives economic value, actual or potential, from not
being generally known to or readily ascertainable by another Person who can
obtain economic value from its disclosure or use; and (ii) is the subject of
efforts

<PAGE> 9

by the disclosing party that are reasonable under the circumstances to maintain
its secrecy, including without limitation, (A) marking any information reduced
to tangible form clearly and conspicuously with a legend identifying its
confidential or proprietary nature; (B) identifying any oral communication as
confidential immediately before, during, or after such oral communication; or
(C) otherwise treating such information as confidential or secret. Assuming
the criteria in clauses (i) and (ii) above are met, Proprietary Information
includes information, without regard to form, including but not limited to,
technical and nontechnical data, databases, formulas, patterns, designs,
compilations, computer programs and software, devices, inventions, methods,
techniques, drawings, processes, financial data, financial plans, product
plans, lists of actual or potential customers and suppliers (which are not
commonly known by or available to the public), research, development, and
existing and future products.

(ss) "Provider" means any member of either Group when providing
Information Services to the members of the other Group pursuant to this
Agreement.

(tt) "Provider Information" means information regarding any Person, at
the individual or aggregated levels, contained in any ChoicePoint Product or
Equifax Product, respectively, offered to any member of the other party's Group,
including without limitation, Consumer Credit Information and Consumer Insurance
Information.

(uu) "Recipient" means any member of either Group when acquiring
Information Services from the other Group pursuant to this Agreement.

(vv) "Representatives" means, individually and collectively, officers,
directors, employees, agents, and/or independent contractors of each member of
the Group.

(ww) "Subscriber" means any customer of a Recipient which obtains
Provider Information from Recipient; provided, however, that a Subscriber will
be deemed to be a "Qualified Subscriber" only if the Subscriber meets the
criteria therefor set forth in the Provider's Supplemental Agreement in effect
from time to time, as amended and/or modified by the Provider.

(xx) "Supplemental Agreements" means the Equifax Group's supplemental
terms and conditions set forth in Exhibit D and the ChoicePoint Group's
supplemental terms and conditions set forth in Exhibit E, as amended from time
to time during the term of this Agreement.

(yy) "System Affiliate" means a Person that is not an Affiliate of
Equifax that has entered into a written agreement with Equifax Credit
Information Services, Inc. regarding the provision of consumer reporting
services through the automated credit service known as "The Automated Credit
Reporting Online Package".

(zz) "Third Party Claim" has the meaning given in Section 7.2.

<PAGE> 10

ARTICLE II

INFORMATION SERVICES

Section 2.1. Information Services.

(a) During the term hereof, each provision of Information Services by
any member of one Group to any member of the other Group will be subject to the
terms and conditions of this Agreement and the Supplemental Agreements
applicable to the elements comprising the Information Services as amended and/or
modified from time to time during the term of this Agreement by the Provider,
whether such provision arises independently of any prior or subsequent
contractual obligation. The Information Services which are provided by members
of one Group to the members of the other Group as of the Distribution Date are
set forth on Exhibits B and C.

(b) The parties acknowledge that the Information Services to be
provided by the Equifax Group may contain Provider Information owned by the
Equifax Group as well as by System Affiliates, and that the Equifax Group can
only provide Information Services containing information owned by its System
Affiliates to the extent that the System Affiliates authorize the provision of
such information and subject to the applicable charges to be paid by, and
payment terms for, the ChoicePoint Group as established by the applicable System
Affiliate.

(c) The parties have each exerted their best efforts to identify each
type of Information Service presently provided by the members of one Group to
the members of the other Group and to address such Information Services in this
Agreement. The parties acknowledge that there may be Information Services
provided by the members of one Group to the members of the other Group which are
not addressed in this Agreement, but agree that all such services are intended
to be governed by this Agreement. Moreover, the parties agree: that the
Information Services provided may require adjustments during the term of this
Agreement to reflect the evolving business and operations of each Group and
applicable law; that the relationship memorialized by this Agreement is dynamic
in nature and will evolve as the operating and business environment of each
Group changes and evolves; and that the scope of the Information Services that
will be provided during the term and the corresponding fees charged and payment
terms extended by the parties may need to be modified to reflect the foregoing.
The parties agree to cooperate and negotiate with each other in good faith in
order to modify this Agreement as appropriate to give effect to the intent of
the parties and to satisfy the requirements of each party, as described in
Sections 2.1(a) and (d).

(d) For the one hundred-eighty (180) days following the Effective
Time, each party shall have the right to inventory, validate and update any
information and the services, products and deliverables that comprise the
Information Services that are reflected in or omitted from this Agreement and
attached Exhibits. If the parties determine that this Agreement or the Exhibits
hereto contain discrepancies from the intent of this Agreement, this Agreement
and/or Exhibits

<PAGE> 11

shall be promptly changed, modified, updated and adjusted to correct such
discrepancies, so that this Agreement and/or Exhibits will be correct and
accurately reflect the Information Services, and attendant charges and payment
terms, provided by one Group to the other Group at the Effective Time. In the
event that either party discovers such an omission from this Agreement or a
discrepancy from the intent hereof: (a) that party will immediately notify the
other party and the parties will promptly negotiate in good faith to establish
the specific terms and conditions applicable to such Information Services; (b)
this Agreement will govern the general terms and conditions applicable to the
provision of such Information Services; and (c) the Provider will not cease to
provide such Information Services, unless the parties are unable to agree upon
the specific terms and conditions applicable to such Information Services. If
either party disputes the existence of a discrepancy identified by the other
party, the parties will submit the matter for dispute resolution as specified in
Section 11.10.

(e) During the ninety (90) day period following the Effective Time,
the parties will negotiate in good faith to establish mutually agreed
operational procedures to effect the delivery of the Information Services and to
establish performance standards for the delivery of the Information Services.

(f) During the ninety (90) day period following the Effective Time,
the parties will negotiate in good faith to identify the off-line batch
Information Services products to be provided to either Group by the other Group
and the terms and conditions, including without limitation, the pricing, under
which such off-line Information Services products will be provided to the other
Group. Upon mutual agreement of the off-line Information Services products and
terms and conditions applicable thereto, the parties will amend Exhibits B, C, D
and E to reflect the addition of such off-line Information Services products and
applicable terms and conditions. During the ninety-day period following the
Effective Date, either Group may provide certain off-line Information Services
products to the other Group on a case by case basis upon the mutual agreement of
the parties.

Section 2.2. Supplemental Agreements.

The terms and conditions applicable to any given provision of Information
Services pursuant to this Agreement will vary depending on (a) whether such
Information Services are regulated pursuant to the FCRA or other law or
regulation, (b) the type of Information Services purchased, (c) the role in
which the Recipient purchases such Information Services, including without
limitation, as a Non-Consumer Reporting Agency, Consumer Reporting Agency or
End User, (d) the purpose for which the Recipient's Subscriber ordered the
products, services and deliverables based upon such Information Services, and
(e) the third party limitations and restrictions applicable to the provisions of
the Information Services by the Provider. Accordingly, the terms and conditions
applicable to any given acquisition of Information Services by any Recipient
pursuant to this Agreement are supplemented by the terms and conditions of the
Supplemental Agreement(s) with respect to the type of Information Services
purchased, the role

<PAGE> 12

in which the Recipient purchases such Information Services and the purpose
for which the Recipient's Subscriber ordered the products, services and
deliverables that are based upon such Information Services, as such
Supplemental Agreement(s) is modified and/or amended from time to time during
the term of this Agreement by the Provider. In the event of a conflict between
the terms and conditions set forth in the body of this Agreement and the
specific terms and conditions regarding provisions required by law or
regulation, the type of Information Services, the role of Recipient and/or use
of particular Information Services set forth in the Provider's Supplemental
Agreement, the terms and conditions set forth in the body of this Agreement
will be controlling. In the event that any provision contained in Articles
III, IV, V, VI, VII, VIII, X and/or XI conflicts with and/or overlaps in
subject matter with any provision contained in the Supplemental Agreements, the
terms and conditions set forth in the body of this Agreement will prevail and
be controlling.

Section 2.3. Mutual Obligations.

(a) ChoicePoint and Equifax hereby covenant and agree that, for the
one-year period following the Effective Time, the ChoicePoint Group, except for
CDB Infotek and its subsidiaries, will obtain all of its requirements for
Consumer Credit Information except for the check transaction information and the
public record information described in Section 1.1(l)(ii) and (iii), from the
Equifax Group and the Equifax Group shall provide to the ChoicePoint Group
Consumer Credit Information to fulfill the ChoicePoint Group's requirements
therefor; subject to the exceptions set forth in Section 2.3(c).

(b) ChoicePoint and Equifax covenant and agree that, for the one-year
period following the Effective Time, the Equifax Group will obtain all of its
requirements for the types of driver's license and motor vehicle information
contained in the ChoicePoint Group's products known as "Motor Vehicle Registry
(MVR)" and/or "Additional Drivers Data (ADD)" ("Driver Information") from the
ChoicePoint Group and the ChoicePoint Group will provide such information to the
Equifax Group, subject to the exceptions set forth in Section 2.3(c) below.

(c) Notwithstanding anything to the contrary contained in this Section
2.3, the ChoicePoint Group may obtain its requirements for Consumer Credit
Information and/or the Equifax Group may obtain its Driver Information
requirements from other sources if:

(i) the Provider has no file on the consumer, or does not
otherwise have the requested information readily available in its
databases; or

(ii) the Recipient's customer requests that the information be
obtained from a source other than the Provider, despite the Recipient's
recommendation to the customer that the information be obtained from the
Provider; or

(iii) the Recipient's customer or the product in which the
Provider's information is to be included requires that such information be
available from a single

<PAGE> 13

source of supply with respect to all or substantially all of the
geographic parts of the United States at a uniform price for all such
information and the Provider is unable or unwilling to provide information
with respect to all such geographic parts at such uniform price; provided,
however, that the Provider shall respond to Recipient's request for such
information within a reasonable period of time not to exceed ten (10)
calendar days after Provider's receipt of Recipient's request; or

(iv) the Recipient has been requested to obtain information from
multiple sources, as long as one of the sources is the Provider; provided,
however, if one of the exceptions set forth in subsections (i) through
(iii) above applies, the Recipient does not have to obtain such
information from the Provider; or

(v) the Provider does not allow the information requested by
the Recipient to be used in reports of the type or for the customers in
question.

(d) Notwithstanding anything to the contrary contained in this Section
2.3, the Equifax Group will not be obligated to provide Consumer Credit
Information to the ChoicePoint Group for sale to the current customers of the
Equifax Group as of the Effective Date, unless otherwise mutually agreed.

(e) ChoicePoint and Equifax hereby covenant and agree that if the Equifax
Group makes a material change regarding its sources of supply of public record
information for the United States during the one-year period following the
Effective Date, Equifax will offer to ChoicePoint the right to provide such
public record information to the Equifax Group under terms and conditions as
mutually agreed. If ChoicePoint and Equifax can mutually agree on commercially
competitive terms and conditions for the provision of public record information
to the Equifax Group, including without limitation, price, quantity, quality and
delivery terms, within a reasonable period of time not to exceed thirty (30)
days after delivery of notice of Equifax's intent to change its sources of
supply to ChoicePoint, then the Equifax Group will obtain public record
information from the ChoicePoint Group in accordance with such mutually agreed
terms and conditions. Notwithstanding anything to the contrary contained
herein, Equifax and ChoicePoint hereby specifically acknowledge and agree that
this Section 2.3(e) shall not apply to the Equifax Group's ability to exercise
any right of first refusal it may have to acquire any of its public record
information vendors pursuant to a contractual agreement that exists as of the
Effective Time with such vendors and/or its ability to obtain all or any portion
of public record information from such vendor as to which Equifax exercises such
right of first refusal. ChoicePoint hereby covenants and agrees not to directly
or indirectly make an offer to purchase or otherwise solicit the purchase of
such public record information vendors during the one-year period following the
Effective Time.

<PAGE> 14

Section 2.4. FCRA Certification.

ChoicePoint and Equifax each certify, and shall ensure that each member of
the ChoicePoint Group and Equifax Group shall certify that it will order
Provider Information that constitutes a Consumer Report only for use for a
Permissible Purpose in accordance with the FCRA, as amended from time to time.

ARTICLE III

FEES AND PAYMENT

Section 3.1. Fees and Charges.

Each Recipient will pay the Provider for all Information Services supplied
to such Recipient according to the rates set forth on Exhibits B and C during
the initial one-year term of this Agreement and according to such rates as are
subsequently established by the Provider from time to time thereafter.

Section 3.2. Payment Terms.

Each Recipient shall pay all invoices for Information Services requested
by such Recipient within thirty (30) days after the date of each invoice.

Section 3.3. Disputed Amounts.

In the event that a member of either Group disputes the accuracy or
applicability of a charge or credit by a member of the other Group, such member
will notify Equifax or ChoicePoint, respectively, of such dispute prior to the
date on which the charge is to be paid or the credit issued or as soon as
practicable after the discrepancy has been discovered after the applicable
invoice is paid or credit is issued. The parties will investigate and resolve
such disputes using the dispute resolution process provided in Section 11.10 of
this Agreement. Any undisputed amounts contained on the invoice will be paid
pursuant to Section 3.2. The party responsible for paying the disputed amount
or issuing the disputed credit shall place the disputed amount in an escrow
account until such dispute is resolved. Upon resolution of the dispute, the
party in whose favor the dispute was resolved shall be paid any interest having
accrued on the escrow monies and each party shall pay the escrow fees
attributable to the disputed amount in an inverse proportion to the percentage
of the disputed amount paid to each party.

Section 3.4. Interest

Any and all amounts not paid when due shall bear interest on a day to day
basis from the due date to the date of payment (both dates inclusive) at the
lower rate of one and one-half percent (1 1/2%) per month or the highest rate
allowable under applicable law.

<PAGE> 15

Section 3.5. Taxes.

All fees and charges payable under this Agreement are exclusive of all
federal, state and local sales, excise, use, value added and similar taxes not
measured by the income of Provider, which taxes shall be the sole
responsibility of Recipient and shall be paid by Recipient at the rate and in
the manner prescribed by applicable law and Section 3.2 hereof; provided,
however, if required by applicable law, Provider shall separately itemize such
taxes on Provider's invoice to Recipient, Recipient shall pay the amount of
such taxes to Provider and Provider shall remit such amount to the applicable
taxing authority. In lieu thereof, Recipient shall furnish Provider with a
properly executed tax exemption certificate acceptable to the applicable taxing
authority.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

The parties and each Recipient and Provider recognize that every business
decision represents an assumption of risk and that neither party, nor the
members of either party's Group, in furnishing the Information Services to the
other Group underwrites or assumes the other's risk in any manner. NEITHER
PARTY, NOR ANY MEMBER OF EITHER PARTY'S GROUP NOR ANY OF ITS INFORMATION
SOURCES, GUARANTEES OR WARRANTS THE CORRECTNESS, COMPLETENESS, CURRENTNESS,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION SERVICES
PROVIDED TO ANY MEMBER OF THE OTHER PARTY'S GROUP. NEITHER PARTY, NOR ANY OF
ITS REPRESENTATIVES, INFORMATION SOURCES, LICENSORS, SYSTEM AFFILIATES OR
MEMBERS OF ITS RESPECTIVE GROUP WILL BE LIABLE TO ANY OTHER PARTY OR ANY OF ITS
REPRESENTATIVES, INFORMATION SOURCES, LICENSORS, SYSTEM AFFILIATES OR MEMBERS
OF THE OTHER PARTY'S GROUP FOR ANY LOSS OR INJURY ARISING OUT OF, OR CAUSED IN
WHOLE OR IN PART BY, ITS ACTS OR OMISSIONS IN PROCURING, COMPILING, COLLECTING,
INTERPRETING, PROCESSING, REPORTING OR TRANSMITTING ANY INFORMATION OR THE
INFORMATION SERVICES, EVEN IF DUE TO NEGLIGENCE. THE INFORMATION SERVICES ARE
PROVIDED ON AN "AS IS" BASIS.

No Provider makes any warranties whatsoever in connection with the
performance of the DAT, or any other means of communication or provision of the
Information Services from one party to the other, and no Provider will be
responsible for transmission distortion, interruptions or failures of the DAT,
or any other means of communication or provision of the Information Services,
or of any Information Services. Each Recipient will ensure a secure means of
delivery of Provider Information, unless otherwise agreed by the Provider, and
will not deliver such information by means of any publicly accessible network
(including without limitation, the Internet) without Provider's express written
permission.

<PAGE> 16

ARTICLE V

LIMITATION ON ACTIONS AND LIABILITIES

Section 5.1. Covenant Not to Sue.

Each member of each Group covenants not to sue or maintain any claim,
cause of action, demand, cross-action, counterclaim, third-party action or
other form of pleading against a Provider, a Provider's Representatives,
sources of information, affiliated Credit Reporting Agencies, and/or System
Affiliates (if applicable) arising out of or relating in any way to the
accuracy or inaccuracy and/or validity or invalidity of any of the Provider
Information, even if caused by the negligence of any such Person; provided,
however, this Section shall not be applicable if the injury is caused by the
intentional misconduct of such Person.

Section 5.2. Release.

Each member of each Group recognizes that the accuracy of any Provider
Information furnished is not warranted or guaranteed by the Provider thereof
for any purpose, and releases the Provider and the Provider's Representatives,
sources of information, affiliated Credit Reporting Agencies and System
Affiliates (if applicable) from all liability in connection with the accuracy
or inaccuracy and/or validity or invalidity of the Provider Information and
from any and all charge, damage, loss and/or expense suffered by Recipient
resulting directly or indirectly from such matters, even if caused by the
negligence of any such Person; provided, however, this Section shall not be
applicable if the injury is caused by the intentional misconduct of such
Person. Each member of each Group shall include in its agreements with its
Subscribers and End Users a release concerning the information received from
Provider substantially in the form of the foregoing release obligation
contained in this Section 5.2.

Section 5.3. Limitation of Liability.

(a) Unless specifically provided to the contrary in this Agreement,
neither party shall, nor shall any member of the party's respective Group, have
any liability to the other party for any damages other than Direct Damages
whether based on contract, tort (including without limitation, that caused by
negligence, but excluding intentional misconduct), warranty, guarantee or any
other legal or equitable grounds. The liability of any member of either Group
to the other Group arising out of or resulting from a breach by such member
and/or its Representatives of its obligations under this Agreement shall not
exceed the Direct Damages incurred by the Recipient as a result of such event.

(b) The limitations set forth in Section 5.3(a) shall not apply to:

(i) Any failure by any member of either Group to pay fees and
expenses for the Information Services that are due and payable hereunder
up to the effective date of the termination of the Agreement;

<PAGE> 17

(ii) Claims arising under Section 5.1 (Covenant Not to Sue)
and/or Section 5.2 (Release);

(iii) Indemnification obligations under Article VI; and

(iv) Any incident or event resulting in damages, charges and/or
losses caused by the action or inaction of a member of either Group
constituting intentional misconduct.

(c) Except as set forth in Sections 6.1 and 6.2, neither party nor the
members of its Group shall be liable for any damages to the other party or the
members of its Group if and to the extent caused by the failure of such other
party or the members of its Group to perform its responsibilities under this
Agreement.

(d) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN ANY SECTION OF THIS
AGREEMENT EXCEPT THIS SECTION 5.3, INCLUDING ANY AND ALL FUTURE AMENDMENTS AND
ADDENDA, NEITHER PARTY, NOR ANY OF ITS REPRESENTATIVES, INFORMATION SOURCES,
LICENSORS, SYSTEM AFFILIATES OR MEMBERS OF ITS RESPECTIVE GROUP WILL BE
RESPONSIBLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR SPECIAL
DAMAGES, INCLUDING LOST PROFITS, WHETHER OR NOT THE OTHER PARTY HAS BEEN
INFORMED OF OR MIGHT OTHERWISE HAVE ANTICIPATED OR FORESEEN THE POSSIBILITY OF
SUCH DAMAGES.

ARTICLE VI

INDEMNIFICATION

Section 6.1. ChoicePoint Indemnification of the Equifax Group.

If the Distribution occurs, on and after the Distribution Date,
ChoicePoint shall indemnify, defend and hold harmless each member of the
Equifax Group and each of their respective Representatives (the "Equifax
Indemnitees") from and against any and all Indemnifiable Losses incurred or
suffered by any of the Equifax Indemnitees and arising out of or in connection
with (a) any breach of Sections 5.1 (Covenant Not to Sue) or 5.2 (Release) by
a member of the ChoicePoint Group, or (b) breach of Section 8.2
(Confidentiality); except such damages, loss, liability and expense resulting
from the willful misconduct of a member of the Equifax Group.

Section 6.2. Equifax Indemnification of the ChoicePoint Group.

If the Distribution occurs, on and after the Distribution Date, Equifax
shall indemnify, defend and hold harmless each member of the ChoicePoint Group
and each of their respective Representatives (the "ChoicePoint Indemnitees")
from and against any all Indemnifiable Losses incurred or suffered by any of
the ChoicePoint Indemnitees and arising out of or in connection

<PAGE> 18

with (a) any breach of Sections 5.1 (Covenant Not to Sue) or 5.2 (Release) by a
member of the Equifax Group, or (b) breach of Section 8.2 (Confidentiality);
except such damages, loss, liability and expense resulting from the willful
misconduct of a member of the ChoicePoint Group.

Section 6.3. Insurance and Third Party Obligations.

No insurer or any other third party shall be (a) entitled to a benefit it
would not be entitled to receive in the absence of the foregoing
indemnification provisions, (b) relieved of the responsibility to pay any
claims to which it is obligated, or (c) entitled to any subrogation rights with
respect to any obligation hereunder.

ARTICLE VII

INDEMNIFICATION PROCEDURES

Section 7.1. Notice and Payment of Claims.

If any Equifax or ChoicePoint Indemnitee (the "Indemnified Party")
determines that it is or may be entitled to indemnification by a party (the
"Indemnifying Party") under Article VI (other than in connection with any
Action or claim subject to Section 7.2), the Indemnified Party shall deliver to
the Indemnifying Party a written notice specifying, to the extent reasonably
practicable, the basis for its claim for indemnification and the amount for
which the Indemnified Party reasonably believes it is entitled to be
indemnified. After the Indemnifying Party shall have been notified of the
amount for which the Indemnified Party seeks indemnification, the Indemnifying
Party shall, within thirty (30) days after receipt of such notice, pay the
Indemnified Party such amount in cash or other immediately available funds (or
reach agreement with the Indemnified Party as to a mutually agreeable
alternative payment schedule) unless the Indemnifying Party objects to the
claim for indemnification or the amount thereof. If the Indemnifying Party
does not give the Indemnified Party written notice objecting to such claim and
setting forth the grounds therefor within the same thirty (30) day period, the
Indemnifying Party shall be deemed to have acknowledged its liability for such
claim and the Indemnified Party may exercise any and all of its rights under
applicable law to collect such amount. Any amount owed under this Section 7.1
that is past due shall bear interest at a simple rate of interest per annum
equal to the Prime Rate plus 2%.

Section 7.2. Notice and Defense of Third Party Claims.

(a) Promptly following the earlier of (i) receipt of notice of the
commencement by a third party of any Action against or otherwise involving any
Indemnified Party or (ii) receipt of information from a third party alleging the
existence of a claim against an Indemnified Party, in either case, with respect
to which indemnification may be sought pursuant to Article VI of this Agreement
(a "Third Party Claim"), the Indemnified Party shall give the Indemnifying Party
written notice thereof. The failure of the Indemnified Party to give notice as
provided in this

<PAGE> 19

Section 7.2 shall not relieve the Indemnifying Party of its obligations under
this Agreement, except to the extent that the Indemnifying Party is prejudiced
by such failure to give notice. Within thirty (30) days after receipt of such
notice, the Indemnifying Party shall by giving written notice thereof to the
Indemnified Party, (i) acknowledge, as between the parties hereto, liability
for, and at its option, assumption of the defense of such Third Party Claim at
its sole cost and expense or (ii) object to the claim of indemnification set
forth in the notice delivered by the Indemnified Party pursuant to the first
sentence of this Section 7.2 setting forth the grounds therefor; provided that
if the Indemnifying Party does not within the same thirty (30) day period give
the Indemnified Party written notice acknowledging liability and electing to
assume the defense or objecting to such claim and setting forth the grounds
therefor, the Indemnifying Party shall be deemed to have acknowledged, as
between the parties hereto, its liability to the Indemnified Party for such
Third Party Claim.

(b) Any contest of a Third Party Claim as to which the Indemnifying
Party has elected to assume the defense shall be conducted by attorneys employed
by the Indemnifying Party and reasonably satisfactory to the Indemnified Party;
provided that the Indemnified Party shall have the right to participate in such
proceedings and to be represented by attorneys of its own choosing at the
Indemnified Party's sole cost and expense. If the Indemnifying Party assumes
the defense of a Third Party Claim, the Indemnifying Party may settle or
compromise the claim without the prior written consent of the Indemnified Party;
provided that the Indemnifying Party may not agree to any such settlement
pursuant to which any remedy or relief, other than monetary damages for which
the Indemnifying Party shall be responsible hereunder, shall be applied to or
against the Indemnified Party, without the prior written consent of the
Indemnified Party, which consent shall not be unreasonably withheld.

(c) If the Indemnifying Party does not assume the defense of a Third
Party Claim for which it has acknowledged liability for indemnification that
arises under Article VI, the Indemnified Party may require the Indemnifying
Party to reimburse it on a current basis for its reasonable expenses of
investigation, reasonable attorneys' fees and reasonable out-of-pocket expenses
incurred in defending against such Third Party Claim and the Indemnifying Party
shall be bound by the result obtained with respect thereto by the Indemnified
Party; provided that the Indemnifying Party shall not be liable for any
settlement effected without its consent, which consent shall not be unreasonably
withheld. The Indemnifying Party shall pay to the Indemnified Party in cash the
amount for which the Indemnified Party is entitled to be indemnified (if any)
within fifteen (15) days after the final resolution of such Third Party Claim
(whether by settlement, compromise, or the final nonappealable judgment of a
court of competent jurisdiction or otherwise), or, in the case of any Third
Party Claim as to which the Indemnifying Party has not acknowledged liability,
within fifteen (15) days after such Indemnifying Party's objection has been
resolved by settlement, compromise or the final nonappealable judgment of a
court of competent jurisdiction.

<PAGE> 20

ARTICLE VIII

CONFIDENTIALITY

Section 8.1. Exclusions.

Notwithstanding anything to the contrary contained in this Agreement,
"Company Information" does not include any information that (a) is already known
to the receiving party at the time it is disclosed to the receiving party by the
disclosing party; or (b) before being divulged by the receiving party (i) has
become generally known to the public through no wrongful act of the receiving
party; (ii) has been rightfully received by the receiving party from a third
party without restriction on disclosure and without, to the knowledge of the
receiving party, a breach of an obligation of confidentiality running directly
or indirectly to the disclosing party; (iii) has been approved for release to
the general public by a written authorization of the disclosing party; (iv) has
been independently developed by the receiving party without use, directly or
indirectly, of Company Information received from the disclosing party; or (v)
has been furnished to a third party by the disclosing party without restrictions
on the third party's rights to disclose the information.

Section 8.2. Confidentiality.

(a) Each party acknowledges, and shall cause each member of its Group
to acknowledge, that it is in possession of significant confidential or
proprietary information concerning the business operations and tangible and
intangible property of the members of the other Group.

(b) Each party shall, and shall ensure that each member of its Group
shall, (i) receive and hold the Company Information of the other party in trust
and in strictest confidence; (ii) protect such Company Information from
disclosure and in no event take any action causing, or fail to take the action
necessary in order to prevent, any such Company Information to lose its
character as Company Information; (iii) exercise at a minimum the same care it
would exercise to protect its own Company Information; and (iv) not use,
reproduce, distribute, disclose, or otherwise disseminate the Company
Information of the other party except as authorized pursuant to this Agreement
and in the Supplemental Agreements attached hereto, as amended from time to
time, or any Ancillary Agreement, or except pursuant to a requirement of a
governmental agency or of law, without similar restrictions or other protections
against public disclosure; provided, however, the receiving party must first
give written notice of such required disclosure to the disclosing party, take
reasonable steps to allow the disclosing party to seek to protect the
confidentiality of the Company Information required to be disclosed, make a
reasonable effort to obtain a protective order requiring that the Company
Information so disclosed be used only for the purposes for which disclosure is
required, and shall disclose only that part of the Company Information which, in
the written opinion of its legal counsel, it is required to disclose. In no
event shall the receiving party exercise less than a reasonable standard of care
to keep confidential

<PAGE> 21

the Company Information. Any and all reproductions of such Company Information
must prominently contain a confidential legend.

(c) The receiving party may make disclosures of the Company
Information of the disclosing party only to Representatives of the receiving
party (i) who have a specific need to know such information; and (ii) who the
receiving party has obligated under a written agreement to hold such Company
Information in trust and in strictest confidence and otherwise to comply with
the terms and provisions of this Agreement. ChoicePoint and Equifax agree, and
shall ensure that each member of its respective Group agrees, to monitor each
such Representative, enforce such agreements with its Representatives, and, upon
request by the other party, promptly to furnish to the other party a list of
the receiving party's Representatives having had access to such Company
Information.

(d) Within thirty (30) days following the receipt of a written request
from the disclosing party, the receiving party must deliver to the disclosing
party all tangible materials containing or embodying the disclosing party's
Company Information applicable to a triggering event, together with a
certificate executed by the president or any vice president of the receiving
party certifying that all such materials in the receiving party's possession
have been delivered to the disclosing party or, at the disclosing party's
option, certify that all such materials in the receiving party's possession have
been destroyed. For the purposes of this Section 8, a "triggering event" means
the cessation of the provision of an Information Service by the disclosing party
to the receiving party under this Agreement or the termination of the Agreement.

(e) The covenants of confidentiality set forth in this Agreement (i)
will apply after the Effective Time to all Company Information disclosed to the
receiving party before and after the Distribution Date and (ii) will continue
and must be maintained from the Effective Time through the termination of the
relationship under this Agreement between Equifax and ChoicePoint and (A) with
respect to Proprietary Information, at any and all times after the termination
of the relationship under this Agreement between Equifax and ChoicePoint during
which such Proprietary Information retains its status as a "trade secret" under
applicable law; and (B) with respect to Confidential Information, for the
shorter of a period equal to two (2) years after termination of the relationship
under this Agreement between Equifax and ChoicePoint, or until such Confidential
Information no longer qualifies as confidential under applicable law.

Section 8.3. Employee Confidentiality Agreements.

The members of the Group have entered into confidentiality and
non-disclosure agreements with their respective employees. To the extent that
any employee during or after employment violates such agreement and such
violation is or may in the future be to the detriment of the other party's
Group, at the written request of the affected party, the other Party shall
promptly take remedial measures with such employee if and to the extent
reasonable under the circumstances to preserve the value of the Information
Services and to enforce its obligations hereunder. The party employing the
affected employee shall have the unilateral right to determine

<PAGE> 22

the forum for, the manner of proceeding in, and legal counsel for such action
and shall be entitled to any damages or other relief against such employee
awarded in such action to the extent related to such party's Information
Services or business. Each party shall bear all of its own out-of-pocket costs
of pursuing such action and the other party shall cooperate in connection
therewith.

Section 8.4. Rights and Remedies.

(a) If either party, or any member of the Group, should breach or
threaten to breach any of the provisions of this Article VIII, the non-breaching
party, in addition to any other remedies it may have at law or in equity, will
be entitled to a restraining order, injunction, or other similar remedy in order
to specifically enforce the provisions of this Article VIII. Each party
specifically acknowledges, and shall cause each member of its respective Group,
to acknowledge that money damages alone would be an inadequate remedy for the
injuries and damage that would be suffered and incurred by the non-breaching
party as a result of a breach of any of the provisions of this Article VIII. In
the event that either party, or a member of such party's Group, should seek an
injunction hereunder, the other party hereby waives, and shall cause each member
of its Group to waive, any requirement for the submission of proof of the
economic value of any Company Information or the posting of a bond or any other
security.

(b) The receiving party shall notify the disclosing party upon
discovery of any unauthorized use or disclosure of Company Information, or any
other breach of Article VIII of this Agreement by the receiving party, or any
Representative of the receiving party's Group, and will cooperate with the
disclosing party in every reasonable way to help the disclosing party regain
possession of its Company Information and prevent its further unauthorized use
or disclosure. The receiving party shall be responsible for the acts of any
Representative of its Group that are in violation of this Article VIII.

Section 8.5. Competitive Activities.

Subject to the rights and obligations set forth in Section 2.3 and Article
VIII, each party understands and acknowledges that the other party's Group may
now market or have under development products that are competitive with
products or services now offered or that may be offered by it and/or the
members of its Group, and the parties' communications hereunder will not serve
to impair the right of either party or any member of its respective Group to
independently develop, make, use, procure, or market products or services now
or in the future that may be competitive with those offered by the other
party's Group, nor require either party and/or the members of its Group to
disclose any planning or other information to the other party.

Section 8.6. No Implied Rights.

All Company Information is and shall remain the property of the disclosing
party and/or the member of its respective Group. By disclosing Company
Information to the receiving party's Group, the disclosing party and/or the
members of its respective Group do(es) not grant any

<PAGE> 23

express or implied rights or license to the receiving party's Group to or under
any patents, patent applications, inventions, copyrights, trademarks, trade
secret information, or other intellectual property rights heretofore or
hereafter possessed by the disclosing party and/or the members of its respective
Group.

ARTICLE IX

CONTINUED ASSISTANCE

Section 9.1. Continued Assistance and Transition.

(a) Following the Effective Time, Equifax and ChoicePoint shall, and
shall cause each member of the Group to, cooperate in the orderly purchase and
sale of Information Services hereunder. From time to time, at Equifax's or
ChoicePoint's request and without further consideration, the other party shall,
and shall cause each member of the other party's Group, as applicable, to
execute, acknowledge and deliver such documents, instruments or assurances and
take such other action as the requesting party may reasonably request to more
effectively evidence compliance with the Supplemental Agreements applicable to
the purchase and sale of Information Services as reflected in the Supplemental
Agreements for the applicable Information Services in effect from time to time,
as amended and/or modified by the Provider.

Section 9.2. Litigation Cooperation.

(a) Upon written request, Equifax and ChoicePoint shall, and shall
cause each member of its Group to, use reasonable efforts to make available to
the other its Representatives as witnesses or consultants to the extent that
such persons may reasonably be required in connection with any legal,
administrative or other proceedings, with respect to the Information Services
provided thereby, arising out of the business of the other party or of any
member of the other party's Group prior to the Distribution Date in which the
requesting party or any member of its Group may from time to time be involved,
at the cost and expense of the requesting party.

(b) Equifax and ChoicePoint shall, and shall cause each member of its
respective Group, to use reasonable efforts to notify the other if it learns of
a potential or actual third party claim related to the Information Services
provided pursuant to this Agreement to be brought against any member of the
other's Group.

<PAGE> 24

ARTICLE X

TERM AND TERMINATION

Section 10.1. Term.

(a) The term of this Agreement shall commence at the Effective Time
and shall continue for one (1) year and shall be automatically renewed for
separate, successive one-year periods, unless terminated in accordance with
Section 10.2.

Section 10.2. Termination.

(a) Either party may terminate this Agreement upon at least ninety
(90) days written notice given prior to the expiration of the then-current
one-year term.

(b) Either party may terminate this Agreement:

(i) by giving notice to the other if the other party shall have
failed within thirty (30) days after the receipt of written notice to
remedy any material breach of this Agreement set forth in the notice;

(ii) if the other Party becomes insolvent, or is unable to pay
its debts as due, or enters into or files or has filed or commenced against
it a petition, arrangement, action or other proceeding seeking relief or
protection under the bankruptcy laws of the United States or any similar
laws of the United States or any State of the United States or of any other
country or jurisdiction, or has a trustee, receiver or liquidator appointed
for all or a substantial part of its assets.

(c) In addition, either party may cease to provide an Information
Service to the other party's group at any time upon thirty (30) days written
notice to the other party or a shorter time if necessary if, in such party's
reasonable judgment, continuation of the Information Service becomes impossible,
impractical, or undesirable due to legal, economic, or policy constraints or
circumstances.

Section 10.3. Effect of Termination and Expiration.

Upon termination or expiration of the term of this Agreement, all rights
and obligations of the parties under this Agreement will immediately cease and
terminate (except for the rights and obligations pursuant to Articles IV
(Representations and Warranties), V (Limitations on Actions and Liabilities),
VI (Indemnification), VII (Indemnification Procedures), and VIII
(Confidentiality) and XI (Miscellaneous) and Sections 9.2 and 10.3, and the
definitions required thereby which will survive such termination or
expiration), and neither party will have any further obligation to the other
party with respect to this Agreement, except for (a) fees and reimbursable
expenses payable to the other party

<PAGE> 25
accrued but unpaid at the date of termination or expiration, and (b) the
provisions of this Agreement which are specifically designated herein as
surviving such termination or expiration.

ARTICLE XI

MISCELLANEOUS

Section 11.1. Expenses.

Section 11.2. Notices.

All notices and communications under this Agreement shall be deemed to
have been given (a) when received, if such notice or communication is delivered
by facsimile, hand delivery or overnight courier, or (b) three (3) business
days after mailing if such notice or communication is sent by United States
registered or certified mail, return receipt requested, first class postage
prepaid. All notices and communications, to be effective, must be properly
addressed to the party to whom the same is directed at its address as follows:

If to Equifax, to:

Equifax Inc.
1600 Peachtree Street, N.W.
Atlanta, GA 30309
Attention: Bruce S. Richards
Corporate Vice President and General Counsel
Fax: (404) 885-8682

with a copy to:

Thomas F. Chapman
President and Chief Operating Officer
Fax: (404) 885-8766

<PAGE> 26

If to ChoicePoint, to:

ChoicePoint Inc.
1000 Alderman Drive
Alpharetta, GA 30005
Attention: J. Michael de Janes, Esq.
General Counsel and Assistant Secretary
Fax: (770) 752-5939

with a copy to:

Derek V. Smith
President and Chief Executive Officer
Fax: (770) 752-6243

Either party may, by written notice delivered to the other party in accordance
with this Section 11.2, change the address to which delivery of any notice
shall thereafter be made.

Section 11.3. Amendment and Waiver.

This Agreement may not be altered or amended, nor may any rights hereunder
be waived, except by an instrument in writing executed by the party or parties
to be charged with such amendment or waiver. No waiver of any terms, provision
or condition of or failure to exercise or delay in exercising any rights or
remedies under this Agreement, in any one or more instances, shall be deemed to
be, or construed as, a further continuing waiver of any such term, provision,
condition, right or remedy or as a waiver of any other terms, provision or
condition of this Agreement.

Section 11.4. Entire Agreement.

This Agreement and Exhibits constitute the entire understanding of the
parties hereto with respect to the subject matter hereof, superseding all
negotiations, prior discussions and prior agreements and understandings
relating to such subject matter.

Section 11.5. Parties in Interest.

Neither of the parties hereto may assign its rights or delegate any of its
duties under this Agreement without the prior written consent of each other
party. This Agreement shall be binding upon, and shall inure to the benefit
of, the parties hereto and their respective successors and permitted assigns.
Nothing contained in this Agreement, express or implied, is intended to confer
any benefits, rights or remedies upon any person or entity other than members
of the Equifax Group and the ChoicePoint Group and the Equifax Indemnitees and
ChoicePoint Indemnitees under Articles VI and VII hereof.

<PAGE> 27

Section 11.6. Further Assurances and Consents.

In addition to the actions specifically provided for elsewhere in this
Agreement, each of the parties hereto will use its reasonable efforts to (a)
execute and deliver such further instruments and documents and take such other
actions as any other party may reasonably request in order to effectuate the
purposes of this Agreement and to carry out the terms hereof and (b) take, or
cause to be taken, all actions, and do, or cause to be done, all things
reasonably necessary, proper or advisable under applicable laws, regulations
and agreements or otherwise to consummate and make effective the transactions
contemplated by this Agreement, including without limitation, using its
reasonable efforts to obtain any consents and approvals and to make any filings
and applications necessary or desirable in order to consummate the transactions
contemplated by this Agreement; provided that no party hereto shall be
obligated to pay any consideration therefor (except for filing fees and other
similar charges) to any third party from whom such consents, approvals and
amendments are requested or to take any action or omit to take any action if
the taking of or the omission to take such action would be unreasonably
burdensome to the party or its respective Group or the business thereof.

Section 11.7. Severability.

The provisions of this Agreement are severable and should any provision
hereof be void, voidable or unenforceable under any applicable law, such
provision shall not affect or invalidate any other provision of this Agreement,
which shall continue to govern the relative rights and duties of the parties as
though such void, voidable or unenforceable provision were not a part hereof.

Section 11.8. Governing Law.

This Agreement shall be construed in accordance with, and governed by, the
laws of the State of Georgia, without regard to the conflicts of law rules of
such state.

Section 11.9. Counterparts.

This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original instrument, but all of which together shall
constitute but one and the same Agreement.

Section 11.10. Disputes.

<PAGE> 28

breach of any of the provisions of this Agreement, or (ii) equitable or other
judicial relief to enforce the provisions of this Section 11.10 hereof or to
preserve the status quo pending resolution of Disputes hereunder.

(b) Either party may give the other party written notice of any
Dispute not resolved in the normal course of business. Within ten (10) days
after delivery of the notice of a Dispute, the receiving party shall submit to
the other a written response. The notice and the response shall include a
statement of such party's position and a summary of arguments supporting that
position and the name and title of the executive who will represent that party
and of any other person who will accompany such executive in resolving the
Dispute. Within twenty (20) days after delivery of the first notice, the
executives of both parties shall meet at a mutually acceptable time and place,
and thereafter as often as they reasonably deem necessary, and shall negotiate
in good faith to attempt to resolve the Dispute. All reasonable requests for
information made by one party to the other will be honored.

(c) If the Dispute has not been resolved by negotiations within sixty
(60) days of the first party's notice, the Dispute shall be submitted, upon
application of either party, for resolution by binding arbitration in accordance
with the Commercial Arbitration Rules of the American Arbitration Association
(the "Rules"). Arbitration shall be by a single arbitrator experienced in the
matters that are at issue in the Dispute, which arbitrator shall be selected by
the parties in accordance with the Rules. The arbitration shall be conducted in
Atlanta, Georgia (or at any other place agreed upon by the parties and the
arbitrator). The decision of the arbitrator shall be final and binding as to
all matters at issue in the Dispute; provided, however, if necessary such
decision may be enforced by either party in any court of law having jurisdiction
over the parties or the subject matter of the Dispute. Unless the arbitrator
shall assess the costs and expenses of the arbitration proceeding and of the
parties differently, each party shall pay its costs and expenses incurred in
connection with the arbitration proceeding, and the costs and expenses of the
arbitrator shall be shared equally by the parties.

(d) Notwithstanding anything to the contrary in this Section 11.10,
the Presidents of Equifax and ChoicePoint shall have the authority to stay the
time periods set forth in this Section 11.10 upon mutual agreement to take such
action.

(e) The parties agree to continue performing their respective
obligations under the Agreement while the Dispute is being resolved unless and
until such obligations are terminated or expire in accordance with the
provisions of the Agreement.

(f) Neither party will be compensated for any time or expense related
to the Dispute resolution process. Each party will treat the existence and
results of the dispute resolution process as Company Information of the party.
Neither party may disclose the existence of the Dispute, evidence taken,
resulting opinions or settlements of the Dispute hereunder without the prior
written consent signed by the other party. This prohibition shall not apply to
disclosures to counsel, made in documents filed with a court or required by law.

<PAGE> 29

Section 11.11. Force Majeure.

Neither party will be liable for any loss or damage due to causes beyond
its control, including, but not limited to, fire, accident, labor difficulty,
war, power or transmission failures, riot, Acts of God or changes in laws and
regulations, provided that the affected party must (a) promptly notify the
other party in writing and furnish all relevant information concerning the
event of force majeure; (b) use reasonable efforts to avoid or remove the cause
of its non-performance; and (c) proceed to perform its obligations with
dispatch when such cause is removed.

[SIGNATURES APPEAR ON NEXT PAGE]

<PAGE> 30

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

EQUIFAX INC.

By: /s/ Bruce S. Richards
---------------------------------
Title: Corp. VP and General Counsel
------------------------------
Date: 7/30/97
-------------------------------

CHOICEPOINT INC.

By: /s/ Douglas C. Curling
--------------------------------
Title: Executive Vice President
------------------------------
Date: July 31, 1997
-------------------------------

<PAGE> 1
EXHIBIT 10.07

TAX SHARING AND INDEMNIFICATION AGREEMENT

THIS TAX SHARING AND INDEMNIFICATION AGREEMENT ("Agreement") is entered
into as of July 31, 1997, by and between Equifax Inc., a Georgia corporation
("Equifax"), and ChoicePoint Inc., a Georgia corporation ("Controlled").

WHEREAS, Equifax is the common parent and Controlled is currently a
member of an "affiliated group", as that term is defined in Section 1504 of the
Code, which currently files consolidated federal income tax returns; and

WHEREAS, Controlled is a holding company and a wholly-owned subsidiary
of Equifax; and

WHEREAS, Controlled owns or will own prior to the Distribution 100% of
the stock of Equifax Services Inc., a Georgia corporation ("Services"), which
carries on the business, primarily throughout the United States and the United
Kingdom, of compiling various underwriting, claims, and other information for
inclusion in reports sold primarily to life and health, property and casualty,
and commercial insurance customers; and

WHEREAS, that certain Distribution Agreement Plan of Reorganization and
Distribution, dated July 31, 1997, by and between Equifax and Controlled, and
any exhibits thereto (the "Plan"), provides for the distribution to the holders
of Equifax common stock all of the outstanding shares of the common stock of
Controlled; and

WHEREAS, as a consequence of the Distribution, Controlled will no
longer be a subsidiary of Equifax and will no longer be a member of Equifax's
affiliated group; and

WHEREAS, pursuant to Treas. Reg. Section 1.1502-6, Equifax and each
subsidiary which was a member of Equifax's affiliated group during any part of a
consolidated return year is severally liable for the consolidated federal income
tax liability of that group for such year; and

WHEREAS, the Equifax Group and the Controlled Group desire to set forth
their rights and obligations with respect to foreign, federal, state and local
taxes due for periods both before and after the Distribution and with respect to
certain tax and other liabilities that may be asserted in connection with the
Distribution;

NOW THEREFORE, Equifax on behalf of itself and members of the Equifax
Group and Controlled, on behalf of itself and members of the Controlled Group,
in consideration of the mutual covenants contained herein, agree as follows:

<PAGE> 2

ARTICLE I
DEFINITIONS

For purposes of this Agreement, the following definitions shall apply:

1.1 Affiliated Group means an affiliated group of corporations within
the meaning of Section 1504(a) (determined without regard to the exceptions
contained in Section 1504(b)) of the Code for the taxable period in question.

1.2 Code means the Internal Revenue Code of 1986, as amended from time
to time.

1.3 Consolidated Returns means the consolidated United States federal
income tax returns of the affiliated group of which Equifax is the common parent
for consolidated return years beginning before the Date of Distribution and any
consolidated, combined or similar state income tax returns of any members of the
Equifax Group for taxable years beginning before the Date of Distribution
(including, in each case, any amendments thereto).

1.4 Controlled Group means (i) with respect to any period prior to the
Date of Distribution, Controlled, Services, PRC Corporation, Inc., Osborn
Laboratories, Inc. ("Osborn"), Professional Test Administrators, Inc., Equifax
Government and Special Systems, Inc., ChoicePoint Ltd. and each of Osborn's
wholly owned subsidiaries, and (ii) with respect to any period on or after the
Date of Distribution, the Affiliated Group of which Controlled or any successor
of Controlled is the common parent.

1.5 Date of Distribution or Distribution Date means the date Equifax
ceases to own 80% of the vote and value of the stock of Controlled within the
meaning of Section 1504 of the Code.

1.6 Distribution shall mean the distribution by Equifax of all of the
stock of Controlled to Equifax shareholders pursuant to the Plan.

1.7 Effective Time means 5:00 p.m. EDT on July 31, 1997.

1.8 Equifax Group means, for each taxable period, the Affiliated Group
of which Equifax or any successor of Equifax is the common parent, provided,
however, Equifax Group shall not include the Controlled Group.

1.9 Expenses means out-of-pocket expenses and shall not include any
overhead or indirect costs.

1.10 Fifty Percent Acquisition or 50% Acquisition means an acquisition
by 1 or more persons of fifty percent or more of the vote or value of the stock
of either Equifax or Controlled where the Parties fail to prove that such
acquisition is not part of the same

-2-
<PAGE> 3

overall plan or series of related transactions that includes the Distribution;
provided, however, that an acquisition shall constitute a 50% Acquisition only
if such acquisition causes the nonacquired Party to be taxed under subsequently
enacted legislation. For purposes of determining whether a 50% Acquisition has
occurred, an acquisition of assets of Equifax or Controlled (e.g., pursuant to a
reorganization described in subparagraphs (A), (C) or (D) of section 368(a)(1)
of the Code) shall be treated as an acquisition of stock to the extent provided
by subsequently enacted legislation.

1.11 Final Determination means the final resolution of liability for
any Tax for a taxable period (i) by IRS Form 870 or 870-AD (or any successor
forms thereto), on the date of acceptance by or on behalf of the IRS, or by a
comparable form under the laws of other jurisdictions, except that a Form 870 or
870-AD, successor form, or comparable form that reserves the right of the
taxpayer to file a claim for refund and/or the right of the Taxing Authority to
assert a further deficiency shall not constitute a Final Determination; (ii) by
a decision, judgment, decree, or other order by a court of competent
jurisdiction which has become final and unappealable; (iii) by a closing
agreement or offer in compromise under Section 7121 or 7122 of the Code or any
subsequently enacted corresponding provisions of the Code, or comparable
agreements under the laws of other jurisdictions; (iv) by an allowance of a
refund or credit in respect of an overpayment of Tax, but only after the
expiration of all periods during which such refund may be recovered (including
by way of offset) by the Tax imposing jurisdiction; or (v) by any other final
disposition by reason of the expiration of the applicable statute of
limitations.

1.12 IRS means the Internal Revenue Service.

1.13 Party means either of the parties to this Agreement.

1.14 Plan is defined in the recitals to this Agreement.

1.15 Restructuring Taxes means any Taxes incurred in connection with
(i) the contribution of the stock of Services, the stock of EGSS, the stock of
Osborn and certain other assets to Controlled, including the assumption of
liabilities related thereto (the "Contribution"), or (ii) the distribution of
the stock of Controlled pursuant to the Plan including, without limitation, any
transfer Taxes or any Tax imposed pursuant to or as a result of any section of
the Code. If the Distribution otherwise qualifies under Section 355 of the Code
and, following the Distribution, a Party enters into a 50% Acquisition, then any
Taxes imposed upon the other Party shall constitute "Restructuring Taxes."

1.16 Tainting Act means any breach, caused by one or more members of
the Controlled Group (or their less than wholly-owned subsidiaries), of any
written representation or other statement given in connection with an IRS letter
ruling or legal opinion obtained by Equifax (relating to the Contribution or
Distribution) or contained in Section 2.6.

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1.17 Tax or Taxes means all forms of taxation, whenever created or
imposed, whether domestic or foreign, and whether imposed by a nation, locality,
municipality, government, state, federation, or other body (a "Taxing
Authority"), and without limiting the generality of the foregoing shall include
net income, alternative or add-on minimum tax, gross income, sales, use,
franchise, gross receipts, value added, ad valorem, profits, license, payroll,
withholding, social security, unemployment insurance, employment, property,
transfer, recording, excise, severance, stamp, occupation, premium, windfall
profit, custom duty, or other tax, governmental fee or other like assessment or
charge of any kind whatsoever, together with any related interest, penalties or
other additions to tax, or additional amounts imposed by any such Taxing
Authority. For purposes of this Agreement, Taxes are "attributable" to a member
of the Controlled Group or the Equifax Group if such Taxes are imposed as a
result of, or in connection with, the income, assets, employees, or business
operations of such member. The fact that a member of the Controlled Group or the
Equifax Group prepared or filed a return with respect to any Taxes is not
relevant in determining whether such Taxes are "attributable" to such member.

1.18 Tax Benefit means any Tax Item which decreases Taxes paid or
payable.

1.19 Tax Controversy means any audit, examination, dispute, suit,
action, litigation or other judicial or administrative proceeding by or against
the IRS or any other Taxing Authority.

1.20 Tax Item means any item of income, gain, loss, deduction, credit,
recapture of credit or any other item, including, but not limited to, an
adjustment under Code Section 481 resulting from a change in accounting method,
which increases or decreases Taxes paid or payable.

1.21 Tax Returns means all reports, estimates, declarations of
estimated tax, information statements, returns or other documents required or
permitted to be filed with a Taxing Authority in connection with any Taxes,
including but not limited to requests for extensions of time, information
statements and reports, claims for refund, and amended returns.

ARTICLE II

PRE-EFFECTIVE TIME, POST-EFFECTIVE TIME, AND OTHER TAX LIABILITIES

2.1 Equifax Group.

(a) Current and Prior Periods. Except as otherwise provided in
this Agreement, Equifax shall pay, on a timely basis, all Taxes attributable to
the Equifax Group that are imposed for the portion of the taxable year 1997 that
includes and precedes the Effective Time (the "1997 Equifax Taxes") and for all
periods ending prior to the Effective Time. Equifax hereby assumes all such
liability and shall indemnify and hold harmless Controlled and any member of the
Controlled Group from and against any share

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or amount of the 1997 Equifax Taxes and all Taxes attributable to the Equifax
Group that are imposed for periods ending on or prior to the Effective Time.

(b) Future Periods. Except as otherwise provided in this
Agreement, Equifax shall pay, on a timely basis, all Taxes attributable to the
Equifax Group that are imposed for any period beginning after the Effective Time
(and, to the extent not already included in this sentence, all Taxes
attributable to the Equifax Group that are imposed for the portion of the
taxable year 1997 following the Effective Time), and shall indemnify and hold
harmless Controlled and any member of the Controlled Group from and against all
such Taxes.

(c) NonCalendar Years. If a taxable year of a member of the
Equifax Group with respect to a particular Tax is not the calendar year, then
all Taxes attributable to such member imposed for calendar year 1996 and 1998
shall be included in subsections 2.1(a) and 2.1(b), respectively, to the extent
not already included in those subsections.

2.2 Controlled Group.

(a) Current and Prior Periods. Except as otherwise provided in
this Agreement, Controlled shall pay, on a timely basis, all Taxes attributable
to the Controlled Group that are imposed for the portion of the taxable year
1997 that includes and precedes the Effective Time (the "1997 Controlled Taxes")
and for all periods ending on or prior to the Effective Time. Controlled hereby
assumes all such liability and shall indemnify and hold harmless Equifax and any
member of the Equifax Group from and against any share or amount of the 1997
Controlled Taxes and all Taxes attributable to the Controlled Group that are
imposed for periods ending on or prior to the Effective Time.

(b) Future Periods. Controlled shall pay, on a timely basis,
all Taxes attributable to the Controlled Group that are imposed for any period
beginning on or after the Effective Time (and, to the extent not already
included in this sentence, all Taxes attributable to the Controlled Group that
are imposed for the portion of the taxable year 1997 following the Effective
Time), and shall indemnify and hold harmless Equifax and any member of the
Equifax Group from and against all such Taxes.

(c) Indemnification for Basket Amount and Amount in Excess of
Basket. Notwithstanding anything contained in subsection 2.2(a) to the contrary,
Equifax shall indemnify and hold Controlled harmless for any additional Taxes
paid by Controlled, including additional 1997 Controlled Taxes, in excess of the
Basket Amount resulting from an examination by a Taxing Authority, where such
Taxes are attributable to the Controlled Group and are imposed for any period
that precedes the Effective Time. If, for any reason, any such additional Taxes
are paid to the Taxing Authority by Equifax, Controlled agrees to indemnify and
hold Equifax harmless for any such Taxes (minus any Tax Benefit received by
Equifax resulting from such payments, plus any additional Taxes resulting from
such indemnification) up to the Basket Amount. For purposes of this subsection
2.2(c) only, the terms "Taxes" and "1997 Controlled Taxes" as defined in this

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Agreement shall not include net income, sales, use, or alternative minimum
taxes. In no event shall the sum of any such additional Taxes paid by Controlled
and any indemnity payments made by Controlled under this subsection 2.2(c)
exceed the Basket Amount. In determining the amount, if any, of an
indemnification obligation by Controlled under this subsection 2.2(c) in the
case where both Equifax and Controlled pay a portion of such additional Taxes,
the additional Taxes paid by Controlled shall be considered and applied against
the Basket Amount first. The Basket Amount in each case shall be $2 million plus
the Tax Benefit, if any, allowable to Controlled resulting from such payments,
reduced by any Taxes incurred as a result of the receipt by Controlled of
indemnification pursuant to this subsection 2.2(c). Payments required to be made
pursuant to this subsection 2.2(c) shall be made in immediately available funds
within thirty (30) days after written demand therefor from the other Party.

(d) NonCalendar Years. If a taxable year of a member of the
Controlled Group with respect to a particular Tax is not the calendar year, then
all Taxes attributable to such member imposed for calendar year 1996 and 1998
shall be included in subsections 2.1(a) and 2.1(b), respectively, to the extent
not already included in those subsections.

2.3 Restructuring Taxes.

(a) Generally. Except as otherwise provided in subsections (b),
(c), or (d) hereof, Equifax shall pay, and shall indemnify and hold harmless
Controlled and any member of the Controlled Group from and against, any and all
Restructuring Taxes.

(b) Payment/Indemnification for Tainting Acts. Anything in this
Article II to the contrary notwithstanding, Controlled shall pay, and shall
indemnify and hold Equifax harmless from and against, (i) any Restructuring
Taxes, (ii) any liability resulting from a decision that Equifax is liable to
Equifax's or Controlled's shareholders because of a Final Determination that the
Distribution is taxable, and (iii) any additional Taxes described in Section 7.4
and related Expenses payable by Equifax by reason of the receipt of a payment
from (or the payment by) Controlled described in this subsection 2.3(b), but in
any case only to the extent such Restructuring Taxes or liability to
shareholders is due exclusively to a Tainting Act.

(c) Payment/Indemnification for Combined Breach. Anything in
this Article II to the contrary notwithstanding, in the event of a Final
Determination that Restructuring Taxes are due to a Taxing Authority and such
Restructuring Taxes are caused by both a Tainting Act, and a breach, caused
solely by any member of the Equifax Group, of any written representation or
statement given in connection with an IRS letter ruling or legal opinion
obtained by Equifax or contained in Section 2.6 of this Agreement, or,
alternatively, such Restructuring Taxes are caused in part by one or more
members of the Equifax Group and in part by one or more members of the
Controlled Group (or their less than wholly-owned subsidiaries), then the
liability of Equifax and Controlled for any Restructuring Taxes arising from
such Final Determination and any liability to

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shareholders arising from such Final Determination shall be borne fifty percent
(50%) by Equifax and fifty percent (50%) by Controlled. Each Party, jointly and
severally with its Affiliated Group, agrees to pay and to indemnify and hold the
other Party harmless from and against the amount of Restructuring Taxes and
liability to shareholders allocated to such first Party under this subsection
2.3(c).

(d) Payment/Indemnification Absence of Any Breach. Anything in
this Article II to the contrary notwithstanding, in the event of a Final
Determination that Restructuring Taxes are due to a Taxing Authority and such
Restructuring Taxes are not caused by (i) a Tainting Act, (ii) a breach, caused
by any member of the Equifax Group, of any representation given in connection
with an IRS letter ruling obtained by Equifax or contained in Section 2.6 of
this Agreement, or (iii) a combined breach described in subsection 2.3(c), then
the liability of Equifax and Controlled for any Restructuring Taxes arising from
such Final Determination and any liability to shareholders arising from such
Final Determination shall be borne ninety percent (90%) by Equifax and ten
percent (10%) by Controlled. Each Party, jointly and severally with its
Affiliated Group, agrees to pay and to indemnify and hold the other Party
harmless from and against the amount of Restructuring Taxes and liability to
shareholders allocated to such first Party under this subsection 2.3(d).

2.4 Payment of 1997 Controlled Estimated Tax Liabilities. Controlled
shall pay to Equifax an amount equal to the estimated aggregate amount of Taxes
that would be owed by the Controlled Group for taxable year 1997 where such
Taxes must be paid by Equifax as part of a Consolidated Return (the "1997
Controlled Estimated Tax Liabilities"). Such estimated amount shall be computed
in a manner consistent with the intercompany allocation of consolidated federal
and state tax liabilities applied in prior periods. Notwithstanding the above,
such estimated amount shall not include amounts related to separate returns
filed on a combined unitary basis, except to the extent consistent with how the
tax liabilities on such returns were allocated in prior years. Payment of the
1997 Controlled Estimated Tax Liabilities is due on or before the tenth (10th)
day after receipt by Controlled of the applicable computations prepared by
Equifax.

2.5 Adjustment of 1997 Controlled Estimated Tax Liabilities. Upon the
filing of the Equifax Group's 1997 Consolidated Returns, the 1997 Controlled
Estimated Tax Liabilities as of the Distribution Date shall be restated and
adjusted by Equifax based upon information then available. An adjusting payment
shall be made by Equifax or Controlled as is required by any restatement or
adjustment of the 1997 Controlled Estimated Tax Liabilities. Such payment is due
on or before the tenth (10th) day after receipt by Controlled of the applicable
computations prepared by Equifax.

2.6 Representations and Covenants. Each of Equifax and Controlled
represents to the other that neither it nor its representatives have knowingly
misstated or omitted a material fact in connection with Equifax obtaining an IRS
letter ruling or a legal opinion relating to the Distribution or Contribution.
In addition, each of Equifax and Controlled represents to the other that (i) it
is not currently engaged in any negotiations

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involving a transaction that, if consummated, would constitute a 50%
Acquisition, and (ii) it will neither engage in negotiations nor consummate a
business combination that constitutes a 50% Acquisition. Each of Equifax and
Controlled represents to the other that it has not and will not do anything that
would cause the Distribution or the Contribution to be taxable under federal or
state income tax laws. Further, Controlled agrees that, for two years following
the Distribution, it will not issue any Controlled stock, options to acquire
Controlled stock or any other equity instrument until it has received an opinion
of counsel to the effect that such issuance will not adversely affect the ruling
or opinion regarding the Distribution or Contribution obtained by Equifax and
the board of directors of Controlled has approved of such issuance. In approving
of such an issuance, the board of directors of Controlled will consider relevant
factors, including representations made to the IRS to obtain the ruling, the
actual IRS ruling issued, and current IRS policy regarding Revenue Procedure
96-39, 1996-1 I.R.B. 33.

ARTICLE III
REFUNDS OF TAXES

Each Party shall be entitled to retain or be paid all refunds of Tax
received, whether in the form of payment, credit or otherwise, from any Taxing
Authority with respect to any Tax Returns filed or to be filed by such Party in
accordance with Article V of this Agreement, provided, however, Controlled shall
be entitled to retain or be paid all such refunds with respect to any Taxes to
the extent such Taxes exclusively pertain to property or operations of the
Controlled Group. Notwithstanding anything contained in this Article III to the
contrary, Equifax shall be entitled to be paid and to retain, and Controlled
shall not be entitled to retain and shall be required to pay over to Equifax,
any refunds of Tax received to the extent (i) Equifax indemnified Controlled for
the Taxes attributable to such refunds, or (ii) Equifax paid to the Taxing
Authority the Taxes attributable to such refunds and Equifax has not been
indemnified by Controlled.

ARTICLE IV
CARRYBACKS FROM SEPARATE RETURN YEARS

4.1 General. Anything herein to the contrary notwithstanding, with the
prior written consent of Equifax, which consent may not be unreasonably
withheld, the Controlled Group may elect to carry back to any taxable period
beginning before the Date of Distribution any tax attribute, including without
limitation, any net operating or other loss or credit, arising in any taxable
period beginning after the Date of Distribution which the Controlled Group may
properly elect to carry back for federal income tax purposes or combined state
tax purposes to a Consolidated Return. With respect to any such carryback,
Equifax agrees to file such claims for refund and other returns as may be
required to claim the tax refunds attributable to such carryback items and to
pay promptly after receipt to Controlled the cash amount of any refunds of
Taxes, including the cash amount of any interest resulting from the utilization
of such attributes, after taking into consideration any resulting increase or
decrease in the Tax liability of any member of the

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Equifax Group. To the extent authorized by law, Equifax shall act as collection
agent for the Controlled Group with respect to any such refund.

4.2 Review and Expenses. The amount of any carryback by the Controlled
Group shall be reviewed and approved (on the basis of tax information contained
in Controlled's tax return) by Equifax's certified public accountants as to the
amount and validity of such carryback. Controlled agrees to reimburse Equifax
for its reasonable Expenses incurred in reviewing, filing and securing any
Controlled refund claims hereunder.

4.3 Subsequent Disallowance. In the event that any tax attribute for
which Equifax has made a payment pursuant to Section 4.1 is subsequently reduced
or disallowed, Controlled shall indemnify Equifax and hold it harmless from any
Tax liability, including interest and penalties, incurred by reason of such
reduction or disallowance.

ARTICLE V
TAX RETURN PREPARATION

5.1 Consolidated Returns.

(a) Equifax shall prepare and timely file all Consolidated
Returns. Controlled shall have a reasonable period under the circumstances to
review the 1996 and 1997 Consolidated Returns. The Consolidated Returns shall be
prepared and filed by Equifax in compliance with applicable tax laws and on a
basis that is consistent with any IRS letter ruling or legal opinion obtained by
Equifax in connection with the Distribution or Contribution and, subject to the
foregoing, consistent with Equifax's prior Consolidated Returns.

(b) Controlled shall be responsible for preparing all
information relating to the Controlled Group necessary for Equifax to prepare
and file the Consolidated Returns. Such information shall include the annual
federal and state, if any, tax work preparation package, necessary to enable
Equifax to prepare the Consolidated Returns, completed and delivered to Equifax
on or before the same deadline imposed upon other Equifax business units. Such
information shall be used as the basis for Equifax's preparation of the
Consolidated Returns.

(c) Controlled and the Controlled Group shall agree to any
election or consent reasonably requested by Equifax in connection with such
Consolidated Returns and further agree not to elect to be excluded from any such
return.

(d) Controlled and the Controlled Group agree to cooperate
with Equifax, at Equifax's expense, in the preparation of any valuation studies
or other reports which are appropriate or necessary for the preparation of the
Consolidated Returns.

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5.2 Other Pre-Distribution Returns. All other Tax Returns of any member
of the Equifax Group or the Controlled Group for periods beginning before the
Distribution Date shall be filed by Equifax, except that any such Tax Returns
pertaining exclusively to property or operations of the Controlled Group shall
be filed by Controlled. Notwithstanding anything contained in this Section 5.2,
Equifax shall continue to file all Tax Returns of the members of the Controlled
Group for periods beginning before the Distribution Date if the Tax Return for
such period is required to be filed on or prior to the Date of Distribution.
Controlled shall have a reasonable period under the circumstances to review each
such return.

5.3 Post-Distribution Returns. All Tax Returns of any member of the
Controlled Group for periods beginning on or after the Distribution Date shall
be filed by Controlled, and all Tax Returns of any member of the Equifax Group
for periods beginning on or after the Distribution Date shall be filed by
Equifax.

5.4 Cooperation; Exchange of Information. Each Party shall be
responsible for the timely submission to the other Party of information of which
it has knowledge regarding any Tax Item which may properly be included in any
Tax Return to be filed by the other Party, and shall provide any and all other
information and documentation (including, but not by way of limitation, working
papers and schedules) reasonably requested by the other Party for use in
connection with the preparation and filing of any Tax Returns.

ARTICLE VI
TAX CONTROVERSIES AND RECORDS.

6.1 Tax Controversies.

(a) Except as otherwise provided in this Article VI, Equifax
shall have full responsibility in handling, settling or contesting any Tax
Controversy involving a Tax Return for which it has filing responsibility
hereunder (and, in any event, shall have full responsibility in handling,
settling or contesting any Tax Controversy involving (i) Restructuring Taxes, or
(ii) Taxes for which Equifax could be liable pursuant to subsection 2.2(c)
hereof) and, except as provided in this subsection 6.1(a), Controlled shall have
full responsibility in handling, settling or contesting any Tax Controversy
involving a Tax Return for which it has filing responsibility, and any costs
incurred in handling, settling or contesting any Tax Controversy shall be borne
by the Party having full responsibility therefor. For purposes of this
subsection 6.1(a), Equifax shall be treated as potentially liable for Taxes
pursuant to subsection 2.2(c), notwithstanding the fact that the amount of such
Taxes involved in the controversy is or becomes less than the Basket Amount.

(b) The Party responsible for any Tax Controversy shall use
all reasonable efforts (taking into consideration all relevant facts and
circumstances known to

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the Party) to resist any deficiency assertions by any Taxing Authority
regardless of which Party is ultimately responsible for any such Tax under this
Agreement.

(c) Each Party shall give prompt notice to the other of any
communication with the IRS or other Taxing Authority which may affect any Tax
Item attributable to the other Party. Each Party shall give prompt notice to the
other of any communication with the IRS or other Taxing Authority which relates
to a Tax Controversy for which the other Party is responsible hereunder. Equifax
shall notify Controlled promptly of any communication with the IRS or other
Taxing Authority relating in whole or in part to (i) Restructuring Taxes for
which Controlled could be liable pursuant to Section 2.3 hereof, or (ii) Taxes
for which Controlled could be liable pursuant to Section 2.2 hereof (any
proposed adjustment described in subsection 6.1(c)(i) and (ii) referred to as a
"Controlled Indemnity Issue"). Controlled shall notify Equifax promptly of any
communication with the IRS or other Taxing Authority relating in whole or in
part to (iii) Taxes described in subsection 2.2(c) hereof (whether or not the
amount of such Taxes exceeds the Basket Amount), (iv) any Restructuring Taxes
(whether or not it is alleged that a member of the Equifax Group is at fault or
is partially at fault), or (v) any Taxes for which Equifax could be liable
pursuant to subsections 2.1(a) and 2.1(b) (each item described in subsection
6.1(c)(iii) through (v) referred to as an "Equifax Issue").

(d) Controlled shall have 30 days after receipt of such notice
from Equifax within which to object to the proposed adjustment relating to a
Controlled Indemnity Issue (that is not an Equifax Issue). If Controlled does
not notify Equifax within such 30 day period that it objects to the proposed
adjustment, then Equifax shall have exclusive control over all stages of the Tax
Controversy, including full authority to determine whether and in what manner to
contest or compromise the issue, unless and until Controlled so notifies
Equifax.

(e) If Controlled notifies Equifax that it objects to the
proposed adjustment relating to a Controlled Indemnity Issue (that is not an
Equifax Issue), then Equifax shall not thereafter consent to the adjustment or
compromise of such Controlled Indemnity Issue without the consent of Controlled,
but shall cooperate with Controlled to resolve the Controlled Indemnity Issue on
a basis acceptable to Controlled. Prior to the issuance of a notice of proposed
adjustment or similar stage in the proceedings, however, Equifax shall be
responsible for the conduct of the audit, including matters pertaining to such
Controlled Indemnity Issue. Equifax shall notify Controlled in advance of any
conferences, meetings, and proceedings pertaining to the audit and, at its own
expense, Controlled shall have the right to attend all such proceedings with any
Taxing Authority, the subject matter of which is or includes such Controlled
Indemnity Issue.

(f) Upon the issuance of a notice of proposed adjustment or
similar stage in the proceedings, Controlled shall assume the conduct of all
further proceedings, with counsel selected by it, at Controlled's sole expense,
insofar as the proceedings relate to a Controlled Indemnity Issue (that is not
an Equifax Issue), and thereafter Controlled

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and Equifax shall jointly be responsible for the conduct of proceedings to
contest such Controlled Indemnity Issue.

(g) In the event that Equifax receives a notice of deficiency
from the IRS, or a similar notice from any other Taxing Authority, and such
notice relates exclusively to one or more Controlled Indemnity Issues (none of
which are Equifax Issues) and does not relate to an Equifax Issue then:

(i) Upon receiving a written request from
Controlled, given no later than a date reasonably necessary to permit
preparation and timely filing of a petition in the United States Tax Court for
redetermination of the deficiency, or a court of similar jurisdiction with
respect to Taxes imposed by any other Taxing Authority, Equifax shall timely
file such petition (at Controlled's sole expense); or

(ii) If(1) Controlled does not request Equifax to
file a petition for redetermination of the deficiency pursuant to subsection
6.1(g)(i) hereof, (2) Controlled requests that Equifax file a claim for refund,
and (3) Controlled provides Equifax with sufficient funds to pay the deficiency
relating to the Controlled Indemnity Issue, then Equifax (at Controlled's sole
expense) shall file a claim for refund thereof and, if the claim is denied,
bring an action in a court of competent jurisdiction seeking such refund.

(iii) In the event that a judgment of the United
States Tax Court or other court of competent jurisdiction results in an adverse
determination with respect to the Controlled Indemnity Issue, then Controlled
shall have the right to cause Equifax to appeal from such adverse determination
at Controlled's sole expense.

(iv) Controlled and its representatives, at
Controlled's sole expense, shall be entitled to participate in (1) all
conferences, meetings, or proceedings with any Taxing Authority, the subject
matter of which is a Controlled Indemnity Issue (that is not an Equifax Issue),
and (2) all appearances before any court, the subject matter of which is a
Controlled Indemnity Issue (that is not an Equifax Issue).

(h) The right to participate referred to in subsection
6.1(g)(iv) hereof shall include the submission and content of documentation,
memoranda of fact and law and briefs, the conduct of oral arguments or
presentations, the selection of witnesses, and the negotiation of stipulations
of fact with respect to a Controlled Indemnity Issue (that is not an Equifax
Issue).

(i) If the proposed adjustment relating to a Controlled
Indemnity Issue is also an Equifax Issue (or if the proposed adjustment relates
solely to an Equifax Issue that is not a Controlled Indemnity Issue), then
Equifax shall be fully responsible for the conduct of the Tax Controversy,
including matters pertaining to any Controlled Indemnity Issue, but Equifax
shall use reasonable efforts to involve Controlled in the conduct of the Tax
Controversy insofar as it relates to any Controlled Indemnity Issue. Equifax
shall

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notify Controlled in advance of any such proceedings and, at its own expense,
Controlled shall attend all conferences, meetings, or proceedings with any
Taxing Authority, the subject matter of which is or includes any Controlled
Indemnity Issue. Controlled shall use all reasonable efforts to assist Equifax
in resisting any deficiency assertions by any Taxing Authority relating to any
such Controlled Indemnity Issue.

6.2 Cooperation. Equifax and Controlled agree to afford full
cooperation to one another and to their respective representatives, if any, in
any Tax Controversy involving:

(a) any Tax Return filed or required to be filed by or for
any member of the Equifax Group or the Controlled
Group for any pre-Distribution period, or

(b) any item or issue affecting Equifax or Controlled's
potential liability hereunder.

Such cooperation shall include, but not by way of limitation:

(i) preparing responses to information requests by any
Taxing Authority;

(ii) making available books, records and other
documentation (including, but not by way of
limitation, working papers and schedules) relevant
to such proceeding, and systems support for
documentation furnished in electronic form;

(iii) making directors, officers or employees available
to appear in person for interview or for testimony;

(iv) making employees available on a mutually convenient
basis to provide additional information and
explanation of materials provided hereunder;

(v) executing powers of attorney, tax information
authorizations and any other necessary or
appropriate authorizations;

(vi) executing agreements with the Taxing Authority or
other documents reasonably necessary or appropriate
for the settlement or pursuit of the contest of
such issue; and

(vii) doing whatever is reasonable in the circumstances
to assist the other Party in proving that an
acquisition does not constitute a 50% Acquisition.

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6.3 Record Retention. The Parties, on behalf of themselves and the
members of their respective Affiliated Groups, agree to retain all books,
records, returns, schedules, documents and all material papers or relevant items
of information for periods prior to the Date of Distribution for the later of
(i) seven (7) years or (ii) the full period of the applicable statute of
limitations, including any extensions thereof. If, under legislation enacted
after the date of this Agreement, the statute of limitations with respect to a
transaction does not begin to run until the IRS or other Taxing Authority is
notified of the transaction, then the statute of limitations for purposes of
subsection 6.3(ii) shall also not begin to run until such notification is given.

ARTICLE VII
PAYMENTS

7.1 Payments in General. Any amount required to be paid by one Party to
the other pursuant to this Agreement (other than the payments described in
Sections 2.4 and 2.5 and subsections 2.2(c) and 6.1(g)(ii)) shall be paid in
immediately available funds within thirty (30) days after written demand
therefor from the other Party given after a Final Determination of the amount
thereof.

7.2 Interest on Late Payments. Any amount payable under this Agreement
by one Party to another Party shall, if not paid within ten (10) business days
after the due date specified in this Agreement, bear interest from such due date
until the date paid at the applicable Federal short term rate as defined in
Section 6621 of the Code in effect on the due date.

7.3 Notice. Equifax and Controlled shall give each other prompt notice
of any payment that may be due under this Agreement.

7.4 Tax Items. Except to the extent already provided for in this
Agreement, the amount of any indemnification payment required hereunder shall
take into account the Tax Benefit, if any, allowable to the indemnified Party
resulting from the event giving rise to such indemnification payment and
additional Taxes, if any, incurred by the indemnified Party resulting from such
indemnification and any additional indemnification payment required by this
section. The Parties will cooperate with each other to determine the amounts
described in this section. This Section 7.4 shall not apply to subsection
2.2(c).

ARTICLE VIII
ADMINISTRATIVE PROVISIONS

8.1 Interest. Except as expressly provided herein, no obligation to pay
or right to collect interest or other amounts shall arise by virtue of this
Agreement.

8.2 Agency. It is understood and acknowledged that in accordance with
Treas. Reg. Section 1.1502-77, Equifax, as the common parent, is the agent for
the members of the affiliated group of which Equifax is the common parent
(including all members of the

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<PAGE> 15

group with respect to taxable years beginning before the Date of Distribution)
with respect to all matters referred to therein.

8.3 Expenses. Each party to this Agreement hereby agrees to be
responsible for all of the Expenses which it may incur in carrying out its
duties hereunder.

ARTICLE IX
DISPUTE RESOLUTION

Either Party may give the other written notice of any controversy or
claim between the Parties arising out of or relating to this Agreement, or the
breach hereof ("Claim") not resolved in the normal course of business. Within 10
days after delivery of the notice of a Claim, the receiving Party shall submit
to the other a written response. The notice and response shall include a
statement of such Party's position and a summary of arguments supporting that
position and the name and title of the executive who will represent that Party
and of any other person who will accompany such executive in resolving the
Claim. Within twenty (20) days after delivery of the first notice, the
executives of both Parties shall meet at a mutually acceptable time and place,
and thereafter as often as they reasonably deem necessary, and shall negotiate
in good faith to attempt to resolve the Claim. All reasonable requests for
information made by one Party to the other will be honored.

Claims not resolved through negotiation between executives within sixty
(60) days after the delivery of the first notice described above shall be
submitted, upon application of either Party, for resolution by binding
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (the "Rules"). Arbitration shall be by a single
arbitrator experienced in the matters that are at issue with respect to the
Claim, which arbitrator shall be selected by the Parties in accordance with the
Rules. The arbitration shall be conducted in Atlanta, Georgia (or at any other
place agreed upon by the Parties and the arbitrator). The decision of the
arbitrator shall be final and binding as to all matters at issue with respect to
the Claim; provided, however, if necessary such decision may be enforced by
either Party in any court of law having jurisdiction over the Parties or the
subject matter of the Claim. Unless the arbitrator shall assess the costs and
expenses of the arbitration proceeding and of the Parties differently, each
Party shall pay its costs and expenses incurred in connection with the
arbitration proceeding, and the costs and expenses of the arbitrator shall be
shared equally by the Parties.

All Claims shall be resolved only in accordance with the provisions of
this Article IX; provided, however, that nothing contained herein shall preclude
either Party from seeking or obtaining (i) injunctive relief to prevent an
actual or threatened breach of any of the provisions of this Agreement, or (ii)
equitable or other judicial relief to enforce the provisions of this Article IX
hereof or to preserve the status quo pending resolution of Claims hereunder.

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<PAGE> 16

ARTICLE X
MISCELLANEOUS

10.1 Severability. The provisions of this Agreement are severable and
should any provision hereof be void, voidable or unenforceable under any
applicable law, such provision shall not affect or invalidate any other
provision of this Agreement, which shall continue to govern the relative rights
and duties of the parties as though such void, voidable or unenforceable
provision were not a part hereof.

10.2 Amendment and Waiver. This Agreement may not be altered or
amended, nor may any rights hereunder be waived, except by an instrument in
writing executed by the Party to be charged with such amendment or waiver. No
waiver of any terms, provision or condition of or failure to exercise or delay
in exercising any rights or remedies under this Agreement, in any one or more
instances, shall be deemed to be, or construed as, a further or continuing
waiver of any such term, provision, condition, right or remedy or as a waiver of
any other term, provision or condition of this Agreement.

10.3 Successors and Assigns. Except to the extent provided by operation
of law or as provided herein, neither this Agreement nor any rights hereunder
shall be assignable or transferable by either Party hereto, without the prior
written consent of the other Party hereto. Each Party hereby guarantees the
performance of all actions, covenants, agreements and obligations provided under
this Agreement of each of its subsidiaries. Each Party shall, upon the written
request of the other Party, cause any of its subsidiaries to formally execute
this Agreement. This Agreement shall be binding upon, and shall inure to the
benefit of, the successors and permitted assigns of each Party. If one or more
persons acquires all or substantially all of the assets of Equifax or
Controlled, Equifax and Controlled each agree that, as a condition to the
closing of such acquisition, such person or persons must agree to indemnify the
nonacquired Party for any Restructuring Taxes incurred by that Party as a result
of such acquisition.

10.4 Term. This Agreement shall commence on the date of execution
indicated above and shall continue in effect until otherwise agreed to in
writing by the Parties or their successors and permitted assigns.

10.5 Rights Confined to Parties. Nothing contained in this Agreement,
expressed or implied, is intended to confer any rights, remedies or claims upon
any person or entity other than the Parties hereto, the members of their
Affiliated Groups, and their successors and permitted assigns.

10.6 Notices. All notices and communications under this Agreement shall
be deemed to have been given (a) when received, if such notice or communication
is delivered by facsimile, hand delivery or overnight courier, and (b) three (3)
business days after mailing if such notice or communication is sent by United
States registered or certified mail, return receipt requested, first class
postage prepaid. All notices and

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<PAGE> 17

communications, to be effective, must be properly addressed to the Party to whom
the same is directed at its address as follows:

If to Equifax, to:

Equifax Inc.
1600 Peachtree Street, N.W.
Atlanta, GA 30309
William J. Cleary
Vice President, Corporate Tax
Fax: (404) 885-8878

with a copy to:

Bruce S. Richards
Corporate Vice President, General Counsel
Equifax Inc.
1600 Peachtree Street, N.W.
Atlanta, GA 30309
Fax: (404) 885-8682.

If to ChoicePoint, to:

ChoicePoint Inc.
1000 Alderman Drive
Alpharetta, GA 30005
Attention: David E. Trine
Fax: (770) 752-6233

with a copy to:

J. Michael de Janes, Esq.
General Counsel
ChoicePoint Inc.
1000 Alderman Drive
Alpharetta, GA 30005
Fax: (770) 752-5939

Either Party may, by written notice delivered to the other Party in accordance
with this Section 10.6, change the address to which delivery of any notice shall
thereafter be made.

10.7 Effect of Headings. The paragraph headings herein are for
convenience only and shall not affect the construction hereof.

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<PAGE> 18

10.8 Governing Law. This Agreement shall be construed in accordance
with, and governed by, the laws of the State of Georgia without regard to the
conflicts of law rules of such state.

10.9 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original instrument, but all of
which together shall constitute one and the same Agreement.

10.10 Prior Tax Sharing Agreements. This Agreement shall supersede any
and all tax sharing and indemnification (or similar) agreements between any of
the members of the Equifax Group, on the one hand, and any of the members of the
Controlled Group, on the other hand.

EQUIFAX INC.

/s/ Bruce S. Richards
---------------------------------------
Bruce S. Richards
Corporate Vice President and General Counsel

CHOICEPOINT INC.

/s/ Derek V. Smith
---------------------------------------
Derek V. Smith
President and Chief Executive Officer

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<PAGE> 1
EXHIBIT 10.08

INTELLECTUAL PROPERTY AGREEMENT

BETWEEN

EQUIFAX INC.

AND

CHOICEPOINT INC.

JULY 31, 1997

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<S> <C>
ARTICLE I DEFINITIONS................................................................................... 2

SECTION 1.1. DEFINITIONS............................................................................. 2

ARTICLE II CONVEYANCE OF CERTAIN ASSETS; ASSUMPTION OF CERTAIN LIABILITIES.............................. 7

SECTION 2.1. CONVEYANCE OF TRANSFERRED ASSETS........................................................ 7
2.1.1. General Intent............................................................................. 7
2.1.2. Transferred Equifax Assets................................................................. 8
2.1.3. Transferred ChoicePoint Assets............................................................. 8
2.1.4. Assumption of Liabilities.................................................................. 9
2.1.5. Completion of Transactions................................................................. 9

ARTICLE III THIRD PARTY AGREEMENTS......................................................................10

SECTION 3.1. THIRD PARTY AGREEMENTS..................................................................10
SECTION 3.2. REQUIRED CONSENTS.......................................................................10
SECTION 3.3. DISCHARGE OF LIABILITIES................................................................12

ARTICLE IV LICENSED MATERIALS...........................................................................12

SECTION 4.1. GRANT OF LICENSES BY EQUIFAX............................................................12
SECTION 4.2. OWNERSHIP OF ENHANCEMENTS BY CHOICEPOINT................................................15
SECTION 4.3. EQUIFAX MARKS...........................................................................15
SECTION 4.4. GRANT OF LICENSE BY CHOICEPOINT.........................................................16
SECTION 4.5. OWNERSHIP OF ENHANCEMENTS BY EQUIFAX....................................................19
SECTION 4.6. DATA....................................................................................19
SECTION 4.7. MUTUAL OBLIGATIONS......................................................................20
SECTION 4.8. HR SOFTWARE.............................................................................20

ARTICLE V TERMINATION...................................................................................20

ARTICLE VI REPRESENTATIONS AND WARRANTIES...............................................................21

ARTICLE VII INDEMNIFICATION.............................................................................21

SECTION 7.1. CHOICEPOINT INDEMNIFICATION OF THE EQUIFAX GROUP........................................21
SECTION 7.2. EQUIFAX INDEMNIFICATION OF THE CHOICEPOINT GROUP........................................21
SECTION 7.3. INSURANCE AND THIRD PARTY OBLIGATIONS...................................................22

ARTICLE VIII INDEMNIFICATION PROCEDURES.................................................................22

SECTION 8.1. NOTICE AND PAYMENT OF CLAIMS............................................................22
SECTION 8.2. NOTICE AND DEFENSE OF THIRD PARTY CLAIMS................................................22

ARTICLE IX CONFIDENTIALITY..............................................................................23

SECTION 9.1. EXCLUSIONS..............................................................................23
SECTION 9.2. CONFIDENTIALITY.........................................................................24
SECTION 9.3. EMPLOYEE CONFIDENTIALITY AGREEMENTS.....................................................25
SECTION 9.4. RIGHTS AND REMEDIES.....................................................................25
SECTION 9.5. COMPETITIVE ACTIVITIES..................................................................26
SECTION 9.6. NO IMPLIED RIGHTS.......................................................................26

ARTICLE X CONTINUED ASSISTANCE..........................................................................26

SECTION 10.1. CONTINUED ASSISTANCE AND TRANSITION....................................................26
</TABLE>

<PAGE> 3

<TABLE>
<S> <C>
SECTION 10.2. RECORDS AND DOCUMENTS..................................................................27
SECTION 10.3. LITIGATION COOPERATION.................................................................27

ARTICLE XI MISCELLANEOUS................................................................................28

SECTION 11.1. EXPENSES...............................................................................28
SECTION 11.2. NOTICES................................................................................28
SECTION 11.3. AMENDMENT AND WAIVER...................................................................29
SECTION 11.4. ENTIRE AGREEMENT.......................................................................29
SECTION 11.5. PARTIES IN INTEREST....................................................................29
SECTION 11.6. FURTHER ASSURANCES AND CONSENTS........................................................30
SECTION 11.7. SEVERABILITY...........................................................................30
SECTION 11.8. GOVERNING LAW..........................................................................30
SECTION 11.9. COUNTERPARTS...........................................................................30
SECTION 11.10. DISPUTES..............................................................................30
SECTION 11.11. FORCE MAJEURE.........................................................................31
SECTION 11.12. DOCUMENTATION.........................................................................31
SECTION 11.13. HEADINGS..............................................................................31

</TABLE>

EXHIBIT A - CHOICEPOINT GROUP
EXHIBIT B - EXCLUDED ASSETS
EXHIBIT C - CHOICEPOINT PRIMARY USE ASSETS
EXHIBIT D - CHOICEPOINT DATABASES
EXHIBIT E - CHOICEPOINT MARKS
EXHIBIT F - CHOICEPOINT COPYRIGHTS
EXHIBIT G - UTILITY SOFTWARE PROGRAMS
EXHIBIT H CHOICEPOINT EXCLUSIVE ASSETS

<PAGE> 4

THIS INTELLECTUAL PROPERTY AGREEMENT ("Agreement"), dated as of July 31,
1997, is entered into by Equifax Inc., a Georgia corporation ("Equifax"), and
ChoicePoint Inc., a Georgia corporation ("ChoicePoint").

BACKGROUND

A. ChoicePoint is a wholly owned subsidiary of Equifax formed among other
reasons for the purpose of taking title to the intellectual property assets and
assuming the associated liabilities related to the business operations of the
ChoicePoint Group (as defined below).

B. The Board of Directors of Equifax has determined that it is in the best
interests of Equifax and its shareholders to transfer and assign to
ChoicePoint, as part of the contribution to the capital of ChoicePoint, certain
intellectual property assets used in the business operations of the ChoicePoint
Group as described herein and currently utilized to operate the ChoicePoint
Business (as defined below), and to receive in exchange therefor the
consideration described in the Distribution Agreement (as defined below).

C. The parties intend that the Distribution (as defined in the
Distribution Agreement) not be taxable to Equifax or its shareholders pursuant
to Section 355 of the Code (as defined below).

D. Equifax and its Affiliates (as defined below) own certain intellectual
property that is used in, or may be useful in, the conduct of the business
operations of the Equifax Group (as defined below) and/or the ChoicePoint
Group. Equifax and ChoicePoint have determined that (1) ownership of certain of
such intellectual property shall be transferred to the entity specified in this
Agreement on or before the Distribution Date (as defined below); (2) certain
intellectual property owned by Equifax and/or its Affiliates shall be licensed
to the entity(ies) specified in this Agreement on or before the Distribution
Date; and (3) the respective rights and obligations of Equifax and/or its
Affiliates under certain Third Party Agreements shall be acquired, assumed or
otherwise transferred to the entity(ies) specified in this Agreement, subject
to the consent of the applicable Third Party Provider.

E. The parties have determined that it is necessary and desirable to
describe the principal transactions required to effect the allocation of their
respective intellectual property rights in conjunction with the Distribution
and to set forth other agreements that will govern certain other matters
regarding the parties' respective intellectual property rights following the
Distribution.

<PAGE> 5

ARTICLE I

DEFINITIONS

Section 1.1. Definitions.

As used herein, the following terms have the following meanings:

(a) "Action" means any claim, suit, arbitration, inquiry, proceeding or
investigation by or before any court, governmental or other regulatory or
administrative agency or commission or any other tribunal.

(b) "Affiliate" means, with respect to Equifax, any Person, which, whether
directly or indirectly, is Controlled by or is under common Control with
Equifax prior to the Distribution Date.

(c) "Ancillary Agreements" means all of the written agreements,
instruments, understandings, assignments or other arrangements entered into in
connection with the transactions contemplated hereby, including without
limitation, the Distribution Agreement, Intercompany Information Services
Agreement and Transition Support Agreement.

(d) "Assets" means (i) all intellectual property rights in and to any
ideas, trade secrets, specifications, designs, masks, mask works, copyrights,
patents, Marks and other proprietary rights, of every kind and description,
wherever located, including without limitation, all electronic circuit designs,
works of authorship, databases, compositions of matter, computer software,
algorithms, and works of authorship expressing such algorithms, (ii) all
service, support and maintenance rights related thereto or attendant therewith,
and (iii) all contractual rights, commitments, undertakings and obligations
(including service, data processing, support and maintenance rights and
obligations) attendant therewith or directly related thereto, excluding the
ChoicePoint Marks.

(e) "ChoicePoint Business" means the businesses conducted by the members
of the ChoicePoint Group as of the Distribution Date and the ChoicePoint UK
Business.

(f) "ChoicePoint Copyrights" means the copyrights set forth on Exhibit F.

(g) "ChoicePoint Databases" means the Databases associated with the
Application Codes and/or System Identification Designations ("SYSID") set forth
on Exhibit H and the Databases set forth on Exhibit D.

(h) "ChoicePoint Enhancements" means software and/or associated
documentation created by or for any member of the ChoicePoint Group on or after
the Distribution Date, that provides processing capabilities, functionality or
efficiencies, maintenance, bug fixes or updates not contained in the Transferred
Equifax Assets (including the Utility Software Programs that are a part
thereof) on the Distribution Date and which is intended for use with and
requires a portion of the Transferred Equifax Assets (including the Utility
Software Programs that are a part thereof) in order to function properly.

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<PAGE> 6

(i) "ChoicePoint Group" means the entities set forth on Exhibit A.

(j) "ChoicePoint Indemnitees" has the meaning given in Section 7.2.

(k) "ChoicePoint Liabilities" means all unsatisfied Liabilities, whether
arising before, on or after the Distribution Date, based upon or arising out of
(i) the use or possession by the ChoicePoint Group of the Licensed Equifax
Materials and the Equifax Marks or (ii) the ownership of the Transferred
Equifax Assets, but excluding all liability arising out of or in connection
with any use and/or processing for members of the Equifax Group on the machine
designated the "REDD machine" in contravention of the terms of any license for
software program(s) operating on that machine at any time prior to, on or after
the Distribution Date.

(l) "ChoicePoint Marks" means the marks set forth on Exhibit E.

(m) "ChoicePoint UK" means ChoicePoint Limited, a corporation formed under
the laws of England.

(n) "ChoicePoint UK Business" means the business(es) intended by
ChoicePoint and Equifax to be conducted by ChoicePoint UK on the day after the
Distribution Date.

(o) "Closing Date" means the date designated by the Board of Directors of
Equifax to effect the transactions described in this Agreement.

(p) "Code" means the Internal Revenue Code of 1986, as amended.

(q) "Company Information" means collectively the Proprietary Information
and the Confidential Information of the disclosing party. Company Information
also includes information that has been disclosed to Equifax or any of its
Affiliates prior to the Distribution Date, or to any member of either Group
after the Distribution Date, by a third party subject to an obligation to treat
such information as confidential or secret.

(r) "Confidential Information" means any and all confidential business
information of the disclosing party that does not constitute Proprietary
Information and that is the subject of efforts by the disclosing party that are
reasonable under the circumstances to maintain its secrecy and confidentiality,
including without limitation, the existence and nature of the relationship
between the parties, employees of the disclosing party, and any and all
additional information disclosed by the disclosing party to the receiving party
as a result of the receiving party's access to and presence at the disclosing
party's facilities.

(s) "Control" means the ownership, directly or indirectly, of more than
fifty percent (50%) of the voting shares of an entity, or otherwise possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of an entity, or the power to veto major policy
decisions of any such entity, whether through the ownership of voting
securities by contract, or otherwise.

3
<PAGE> 7

(t) "Database" means a collection of data and/or files contained on media,
electronic or hardcopy, active or archived, constructed of fields of a
particular type, together with a collection of operations that facilitate
searching, sorting, recombination and similar activities.

(u) "Derivative Work" means a work based on one or more pre-existing
works, including without limitation, a condensation, transformation, expansion
or adaptation, that would constitute a copyright infringement if prepared
without authorization of the owner of the copyright of such pre-existing work.

(v) "Designated ChoicePoint Member" means a member of the ChoicePoint
Group, as designated by ChoicePoint in its sole discretion from time to time.

(w) "Designated Equifax Member" means a member of the Equifax Group, as
designated by Equifax in its sole discretion from time to time.

(x) "Disputes" has the meaning given in Section 11.10.

(y) "Distribution Agreement" means that certain Distribution Agreement
entered into on or prior to the Distribution Date between Equifax and
ChoicePoint, as amended from time to time.

(z) "Distribution Date" means the day as of which the Distribution shall
be effective, as determined by the Board of Directors of Equifax.

(aa) "Divested Business" means the sale or other transfer of a member of
either Group, or a portion of the business operations of any such member, to an
unrelated third party after the Distribution Date.

(bb) "Equifax Business" means the businesses now or formerly conducted by
Equifax and its present and former Affiliates, other than the ChoicePoint
Business, on the Distribution Date.

(cc) "Equifax Enhancements" means software and/or associated documentation
created by or for any member of the Equifax Group on or after the Distribution
Date, that provides processing capabilities, functionality or efficiencies,
maintenance, bug fixes or updates not contained in the Transferred ChoicePoint
Assets (including the Utility Software Programs that are a part thereof) on the
Distribution Date and which is intended for use with and requires a portion of
the Transferred ChoicePoint Assets (including the Utility Software Programs
that are a part thereof) in order to function properly.

(dd) "Equifax Group" means Equifax and its Affiliates existing on the
Distribution Date and as modified from time to time thereafter, excluding all
members of the ChoicePoint Group.

(ee) "Equifax Indemnitees" has the meaning given in Section 7.1.

(ff) "Equifax Liabilities" means all unsatisfied Liabilities, whether
arising before, on or after the Distribution Date, based upon or arising out of
(i) the use or possession by the Equifax

4
<PAGE> 8

Group of the Licensed ChoicePoint Materials and the ChoicePoint Exclusive
Assets listed on Exhibit H, or (ii) the ownership of the Transferred
ChoicePoint Assets.

(gg) "Equifax Marks" means the Marks of the members of the Equifax Group.

(hh) "Equifax Services" means Equifax Services Inc. (Georgia).

(ii) "Equifax Services Business" means the businesses conducted by Equifax
Services Inc. (Georgia)(excluding its Equifax Commercial Specialists division)
as of the Distribution Date and the ChoicePoint UK Business, but excluding all
of the businesses conducted by all other Affiliates of Equifax Services Inc.
(Georgia), including, without limitation, subsidiaries of Equifax Services Inc.
(Georgia).

(jj) "Excluded Assets" means assets which shall be excluded from the
Assets transferred to the ChoicePoint Group pursuant to this Agreement, even
though such Assets would qualify for transfer under the terms of this
Agreement, as set forth on Exhibit B.

(kk) "Group" means the ChoicePoint Group and/or the Equifax Group.

(ll) "Indemnifiable Losses" has the meaning given in Section 7.1.

(mm) "Indemnified Party" has the meaning given in Section 8.1.

(nn) "Indemnifying Party" has the meaning given in Section 8.1.

(oo) "Intercompany Information Services Agreement" means that certain
Intercompany Information Services Agreement entered into on or prior to the
Distribution Date between Equifax and ChoicePoint, as amended from time to
time.

(pp) "Liabilities" means any and all claims, debts, liabilities and
obligations, absolute or contingent, matured or not matured, liquidated or
unliquidated, accrued or unaccrued, known or unknown, whenever arising, with
respect to a specified object, matter, contract, commitment or undertaking,
including without limitation, all claims, debts, liabilities and obligations
arising under any law, rule, regulation, action, order or consent decree of any
governmental entity or any award of any arbitrator of any kind, related thereto
or arising under any contract, commitment or undertaking relating to such
specified object, matter, contract, commitment or undertaking.

(qq) "Licensed ChoicePoint Materials" means that portion of the Assets
held by the ChoicePoint Group (excluding Third Party Rights, ChoicePoint Marks
and the Exclusive ChoicePoint Assets listed on Exhibit H) after the
Distribution Date (as such Assets are described in this Agreement) that satisfy
each of the following criteria: (i) such Assets were used in the Equifax
Business during the twelve (12) calendar months prior to the Distribution Date
and for which a continuing business requirement exists on the Distribution
Date, and (ii) such Assets or the services, information or deliverables
produced with such Assets (A) are not made commercially available by the
ChoicePoint Group to third parties on and/or the day immediately following the
Distribution Date, and (B) are not made available to the Equifax Group after
the

5
<PAGE> 9

Distribution Date pursuant to the Intercompany Information Agreement or the
Transition Support Agreement.

(rr) "Licensed Equifax Materials" means that portion of the Assets held by
the Equifax Group (excluding Third Party Rights and the Equifax Marks) after
the Distribution Date (as such Assets are described in this Agreement) that
satisfy each of the following criteria: (i) such Assets were used in the
ChoicePoint Business during the twelve (12) calendar months prior to the
Distribution Date and for which a continuing business requirement exists on the
Distribution Date, and (ii) such Assets or the services, information or
deliverables produced with such Assets (A) are not made commercially available
by the Equifax Group to third parties on the Distribution Date, and (B) are not
made available to the ChoicePoint Group after the Distribution Date pursuant to
the Intercompany Information Agreement or the Transition Support Agreement.

(ss) "Licensed Materials" means the Licensed ChoicePoint Materials and/or
Licensed Equifax Materials.

(tt) "Marks" means trademarks, tradenames, and other slogans, designs and
distinctive advertising, whether or not registered or filed with any
governmental agency.

(uu) "Person" means an individual, partnership, joint venture,
association, corporation, limited liability company, trust or any other legal
entity.

(vv) "Proprietary Information" means all non-public information whether
tangible or intangible related to the services or business of the disclosing
party that (i) derives economic value, actual or potential, from not being
generally known to or readily ascertainable by another Person who can obtain
economic value from its disclosure or use; and (ii) is the subject of efforts
by the disclosing party that are reasonable under the circumstances to maintain
its secrecy, including without limitation, (A) marking any information reduced
to tangible form clearly and conspicuously with a legend identifying its
confidential or proprietary nature; (B) identifying any oral communication as
confidential immediately before, during, or after such oral communication; or
(C) otherwise treating such information as confidential or secret. Assuming the
criteria in clauses (i) and (ii) above are met, Proprietary Information
includes information, without regard to form, including, but not limited to,
technical and nontechnical data, databases, formulas, patterns, designs,
compilations, computer programs and software, devices, inventions, methods,
techniques, drawings, processes, financial data, financial plans, product
plans, lists of actual or potential customers and suppliers (which are not
commonly known by or available to the public), research, development, and
existing and future products.

(ww) "Representatives" means, individually and collectively, officers,
directors, employees, agents, and/or independent contractors of the members of
the Group.

(xx) "Required Consents" means any consents or approvals required to be
obtained (i) to allow the transfer of any Assets to and the assumption of the
obligations attendant therewith by a party and release of the transferring
party from such obligations; (ii) to allow a party to assume financial,
support, operational, management and/or administrative responsibility for the
Third Party Rights and the Third Party Software utilized in the operation of
the Equifax Business

6
<PAGE> 10

or ChoicePoint Business, respectively; (iii) for the licensing, transfer and/or
grant of the rights to the Equifax Group or ChoicePoint Group, respectively, to
use the Third Party Rights and the Third Party Software as contemplated by this
Agreement; and/or (iv) for a party to have access to and use of the space,
equipment, software and/or third party services provided under the Third Party
Agreements entered into by the other party as contemplated by this Agreement.

(yy) "Third Party Agreements" means those arrangements under which Equifax
or its Affiliates are provided and/or granted Third Party Rights immediately
prior to the Distribution Date.

(zz) "Third Party Claim" has the meaning given in Section 8.2.

(aaa) "Third Party Provider" means a Person other than a member of either
Group that provides products, software, services, maintenance and/or support
under a Third Party Agreement.

(bbb) "Third Party Rights" means rights to Assets (however described)
licensed or otherwise provided to Equifax and/or any of its Affiliates by Third
Party Providers.

(ccc) "Third Party Software" means all software programs (however
described) licensed to Equifax and/or any of its Affiliates by third parties
which are not members of either Group, and which are used internally by any
member of either Group.

(ddd) "Transferred Assets" means the Transferred Equifax Assets and
Transferred ChoicePoint Assets.

(eee) "Transferred Equifax Assets" means the Assets described in Section
2.1.2.

(fff) "Transferred ChoicePoint Assets" means the Assets described in
Section 2.1.3.

(ggg) "Transition Support Agreement" means that certain Transition Support
Agreement entered into on or prior to the Distribution Date between Equifax and
ChoicePoint, as amended from time to time.

(hhh) "Utility Software Programs" means the software programs set forth on
Exhibit G.

ARTICLE II

CONVEYANCE OF CERTAIN ASSETS; ASSUMPTION OF
CERTAIN LIABILITIES

Section 2.1. Conveyance of Transferred Assets.

2.1.1. General Intent.

Except as otherwise expressly provided herein or in any of the Ancillary
Agreements, on the Distribution Date:

7
<PAGE> 11

(a) all Assets held by Equifax and/or its Affiliates that satisfy any of
the following use descriptions: (i) used exclusively in the conduct of the
ChoicePoint Business, (ii) used primarily in the conduct of the ChoicePoint
Business, secondarily in the conduct of the Equifax Business and scheduled on
an Exhibit, (iii) used as Databases supporting the ChoicePoint Business
scheduled on an Exhibit, or (iv) the ChoicePoint Marks, are intended to be and
shall become assets of the ChoicePoint Group, except for the Excluded Assets;

(b) all Liabilities held in the name of members of the ChoicePoint Group
or otherwise incurred with respect to the Assets described in Section 2.1.1.(a)
above are intended to be and shall become exclusively the Liabilities of
ChoicePoint or the Designated ChoicePoint Member; and

(c) all other Assets and Liabilities of Equifax and its Affiliates are
intended to be and shall remain exclusively the Assets and Liabilities of the
Equifax Group.

2.1.2. Transferred Equifax Assets.

As of the Distribution Date and subject to Sections 2.1.4 and 2.1.5 and
Article III hereof, Equifax agrees, at its expense, (i) to transfer, or cause
to be transferred, to ChoicePoint or to the Designated ChoicePoint Member all
right, title and interest held by Equifax and/or its Affiliates as of the
Distribution Date in and to each of the Assets (excluding Third Party Rights
and Marks) utilized by the members of the ChoicePoint Group described in each
of (A) through (C): (A) Assets used exclusively in the conduct of the
ChoicePoint Business immediately preceding the Distribution Date including,
without limitation, the ChoicePoint Copyrights listed on Exhibit F hereto and
the ChoicePoint Exclusive Assets listed on Exhibit H hereto, (B) Assets used
primarily in the ChoicePoint Business listed on Exhibit C hereto, and (C) the
ChoicePoint Databases; (ii) to transfer, or cause to be transferred, to or
otherwise acquire, purchase or secure for ChoicePoint or ChoicePoint UK, as
appropriate, all Third Party Rights and Third Party Agreements evidencing the
Third Party Rights, as appropriate, held by Equifax and/or any of its
Affiliates to the extent necessary to the conduct of the Equifax Services
Business during the twelve (12) calendar months prior to the Distribution Date
and for which a continuing business requirement exists on the Distribution
Date; and (iii) to transfer, or cause to be transferred, to ChoicePoint or to
the Designated ChoicePoint member all right, title and interest held by Equifax
and/or its Affiliates as of the Distribution Date in and to the ChoicePoint
Marks. In each of cases (i), (ii) and (iii), the transfers shall be exclusive
of the Excluded Assets.

2.1.3. Transferred ChoicePoint Assets.

As of the Distribution Date, and subject to Sections 2.1.4 and 2.1.5 and
Article III hereof, ChoicePoint agrees to transfer, or cause to be transferred,
to Equifax or to the Designated Equifax Member all right, title and interest
held by the members of the ChoicePoint Group in and to all Assets that (i) are
not used by the members of the ChoicePoint Group exclusively in the conduct of
the ChoicePoint Business immediately preceding the Distribution Date or not
listed on Exhibits C, D, F or H and (ii) were used by members of the Equifax
Group in the conduct of the Equifax Business during the twelve (12) calendar
months prior to the Distribution Date and for which a continuing business
requirement exists on the Distribution Date. The expenses payable to

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<PAGE> 12

third parties that are not members of either Group to effect such transfers
shall be the financial responsibility of Equifax.

2.1.4. Assumption of Liabilities

(a) As of the Distribution Date, Equifax shall, or shall cause the
Designated Equifax Member to, assume all payment and performance obligations
attendant with the Transferred ChoicePoint Assets and the Equifax Liabilities.

(b) As of the Distribution Date, ChoicePoint shall, or shall cause the
Designated ChoicePoint Member to, assume all payment and performance
obligations attendant with the Transferred Equifax Assets and the ChoicePoint
Liabilities.

2.1.5. Completion of Transactions.

(a) In the event that any conveyance of an Asset, provision of Third Party
Rights or Third Party Software, or assumption of any Liability, required by
this Agreement is not effected on the Distribution Date, the obligation to
transfer such Asset, provide such Third Party Rights or Third Party Software,
and assume such Liability shall continue past the Distribution Date and shall
be effected by the parties as soon thereafter as practicable.

(b) If any Transferred Asset may not be transferred or acquired by reason
of a requirement to obtain a Required Consent or any other approval of any
third party and such Required Consent or other approval has not been obtained
by the Distribution Date, then such Transferred Asset shall not be transferred
until such Required Consent or other approval has been obtained. Equifax and
ChoicePoint shall, and as the case may be, shall cause the member of its
respective Group which is the holder of such Transferred Asset prior to
transfer, to use all reasonable efforts to provide to the designated member of
the other Group, all the rights and benefits under such Transferred Asset and
cause such holder to enforce such Transferred Asset for the benefit of such
member of the other Group. Moreover, if any transfer of a Transferred Asset or
provision of a Third Party Right that is a part of the Transferred Assets is
not completed by the Distribution Date in accordance with this Agreement for
any reason, Equifax and ChoicePoint shall, and shall cause the members of its
Group to, cooperate in achieving a reasonable alternative arrangement for the
affected members of the Groups to obtain the economic and operational
equivalent of the intended transfer of such Transferred Assets and/or provision
of such Third Party Right and assumption of the attendant Liabilities, with
minimum interference to such members' business operations until such transfer
of such Transferred Assets and/or provision of such Third Party Right is
completed. The costs payable to third parties that are not members of either
Group to achieve any such reasonable alternative arrangement shall be the
financial responsibility of Equifax.

(c) From time to time on and after the Distribution Date, each party shall
promptly transfer, and cause the appropriate members of its Group promptly to
transfer, to the other party, or the designated member of the other party's
Group, any property and other benefits received by such party, or the members
of its Group, that are intended to be or are a Transferred Asset of the other
party under this Agreement. Without limiting the foregoing, funds received by a
member of

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<PAGE> 13

either Group that belong to a member of the other Group (whether by payment of
accounts receivable, credits, rebates or other amounts, however described)
shall be delivered to the other Group by wire transfer not more than five (5)
business days after receipt of such payment.

(d) The obligation of Equifax to transfer, or cause to be transferred, to
or otherwise secure for ChoicePoint and ChoicePoint UK the Third Party Rights
described in Section 2.1.2(ii) shall terminate with respect to all such Third
Party Rights held by Equifax and/or any of its Affiliates not identified by
ChoicePoint to Equifax as necessary to the conduct of the Equifax Services
Business within twelve (12) months after the Distribution Date.

ARTICLE III

THIRD PARTY AGREEMENTS

Section 3.1. Third Party Agreements.

(a) As a part of its obligations under Section 2.1.2(ii), Equifax shall
transfer, or cause to be transferred to ChoicePoint or ChoicePoint UK, as
appropriate, the rights and obligations of Equifax and its Affiliates in and to
the Third Party Agreements that are a part of the Transferred Equifax Assets,
or otherwise secure appropriate rights to Third Party Software which is the
subject of such agreements for ChoicePoint or ChoicePoint UK, as appropriate,
to the extent required by Section 2.1.2(ii) hereof.

(b) As part of its obligation under Section 2.1.3, ChoicePoint shall
transfer, or cause to be transferred, to Equifax or to a Designated Equifax
Member, the rights and obligations of the members of the ChoicePoint Group in
and to the Third Party Agreements that are a part of the Transferred
ChoicePoint Assets to the extent required by Section 2.1.3 hereof.

Section 3.2 Required Consents

(a) Equifax with respect to Third Party Agreements in its name that are a
part of the Transferred Equifax Assets, and ChoicePoint with respect to Third
Party Agreements in its name that are a part of the Transferred ChoicePoint
Assets, shall, or shall cause the appropriate member of its respective Group
with respect to Third Party Agreements in their names that are a part of the
Transferred Assets to, use its best efforts to obtain the grant to the
appropriate member of the other Group, the Required Consents from the Third
Party Providers under such Third Party Agreements as necessary to effect the
provisions of this Agreement. Each party will provide the other party with
advice on its experience and agreements with the Third Party Providers with
regard to obtaining any Required Consent under such Third Party Agreements.
Equifax and ChoicePoint will each have management and administrative
responsibilities for obtaining all Required Consents under such Third Party
Agreements existing as of the Distribution Date to which a member of its
respective Group is a party. Equifax shall have the right of prior approval of
the terms upon which all Required Consents are obtained.

(b) Equifax shall bear the costs payable to third parties that are not
members of either Group, if any, of obtaining all Required Consents for the
Third Party Agreements that are a part of the Transferred Assets pursuant to
this Agreement.

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<PAGE> 14

(c) Equifax and ChoicePoint shall use reasonable commercial efforts to
obtain all Required Consents with regard to Third Party Agreements that are a
part of the Transferred Assets within one hundred eighty (180) days after the
Distribution Date, unless otherwise agreed by the parties in writing. Until all
Required Consents are obtained, Equifax and ChoicePoint shall each periodically
publish a list setting forth the status of each Required Consent for which a
member of its respective Group is the contracting party immediately prior to
the Distribution Date. Equifax and ChoicePoint shall timely cooperate with each
other in order to facilitate the proper and timely publication of such periodic
Required Consents list. If any Required Consent is not obtained with respect to
any of the Third Party Agreements that are a part of the Transferred Assets,
the parties shall cooperate with each other in achieving a reasonable
alternative arrangement for the affected Group to continue to process its work
with minimum interference to its business operations until such Required
Consents are obtained, including without limitation, implementing the
provisions of Section 2.1.5(b). The cost payable to third parties that are not
a member of either Group of achieving such reasonable alternative arrangements
with respect to Third Party Rights that are a part of the Transferred Assets
shall be borne by Equifax.

(d) The financial obligations of Equifax under Sections 3.2(b) and (c) for
Required Consents and alternative arrangements, shall terminate with respect to
all such Required Consents and alternative arrangements not identified by the
parties to each other in a writing within twelve (12) months after the
Distribution Date, and for all Required Consents and alternative arrangements
identified thereafter, all such financial obligations shall be borne by the
party needing the Required Consent or alternative arrangement to operate under
or take assignment of the Third Party Agreement or to obtain such Third Party
Right for which such Required Consent or alternative arrangement is required.

(e) After the Distribution Date, except as set forth in Sections 3.2(b),
3.2(c) and 3.2(d) for Required Consents and alternative arrangements, Equifax
and ChoicePoint shall each bear financial responsibility and pay the Third
Party Providers, directly or indirectly through a third party, under all Third
Party Agreements transferred to, and Third Party Rights secured for, its
respective Group pursuant to Sections 3.1(a) and 3.1(b) above and Sections
2.1.2 and 2.1.3 of this Agreement.

(f) Equifax shall obtain all Required Consents necessary for the Equifax
Group to continue to have its data processed on the machine designated the
"REDD machine" after the Distribution Date. All such Required Consents shall be
approved by ChoicePoint. ChoicePoint will not unreasonably withhold such
approval. ChoicePoint shall, and shall cause the members of the ChoicePoint
Group to, cooperate with Equifax to secure all such consents. ChoicePoint and
members of ChoicePoint Group shall provide such cooperation without charge to
Equifax; provided, however, that Equifax shall have the financial
responsibility for all fees and charges payable to third parties that are not
members of either Group to obtain such Required Consents.

Section 3.3. Discharge of Liabilities.

(a) ChoicePoint agrees that on and after the Distribution Date it will
timely pay, perform and discharge, or cause to be timely paid, performed and
discharged, all of the ChoicePoint Liabilities.

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<PAGE> 15

(b) Equifax agrees that on and after the Distribution Date it will timely
pay, perform and discharge, or cause to be timely paid, performed and
discharged, all of the Equifax Liabilities.

ARTICLE IV

LICENSED MATERIALS

Section 4.1. Grant of Licenses by Equifax.

(a) Equifax hereby grants, and will cause the other members of the Equifax
Group to grant, to ChoicePoint a fully paid, non-exclusive, perpetual,
worldwide, non-transferable license, including source and object code, to use,
modify, improve, create Derivative Works and ChoicePoint Enhancements from, and
sublicense, the Licensed Equifax Materials (excluding the Utility Software
Programs) solely for use in the ChoicePoint Business and as that business may
evolve and change in the future, subject to the following:

(i) ChoicePoint shall not sublicense, or otherwise disclose or
distribute, or permit any Person to use, the Licensed Equifax
Materials (excluding the Utility Software Programs), except
in accordance with Section 4.1(b);

(ii) ChoicePoint shall hold the Licensed Equifax Materials
(excluding the Utility Software Programs) in strict
confidence; will not remove or destroy any proprietary
markings of the Equifax Group on or contained in the Licensed
Equifax Materials (excluding the Utility Software Programs);
and will include the copyright and patent notices of the
licensor as specified from time to time by the licensor for
the Licensed Equifax Materials (excluding the Utility
Software Programs) on and in all copies of the Licensed
Equifax Materials (excluding the Utility Software Programs);

(iii) ChoicePoint shall not export or re-export the Licensed
Equifax Materials (excluding the Utility Software Programs)
without the appropriate United States or foreign government
licenses; and

(iv) all sublicenses from ChoicePoint to members of the
ChoicePoint Group (A) shall contain the rights and
restrictions set forth in this Section 4.1(a) with respect to
the license granted to ChoicePoint and comply with Sections
4.1(b) through (d) hereof and (B) shall be diligently
enforced by ChoicePoint.

(b) The sublicense rights granted to ChoicePoint pursuant to Section
4.1(a) include the right for ChoicePoint to grant sublicenses to the Licensed
Equifax Materials (excluding the Utility Software Programs) to the members of
the ChoicePoint Group, which sublicenses may include the right to further
sublicense such Licensed Equifax Materials (excluding the Utility Software
Programs) to such Group member's customers solely for each such customer's
internal business purposes to the extent related to the ChoicePoint Business.
All sublicensing by ChoicePoint and other members of the ChoicePoint Group to
their customers shall be pursuant to written agreements with such customer,
executed before or at the time of furnishing each copy of

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<PAGE> 16

the Licensed Equifax Materials (excluding the Utility Software Programs)
to such customer, and which provide at a minimum that such customer:

(i) receives only a personal, non-transferable and nonexclusive
right to use such copy of the Licensed Equifax Materials
(excluding the Utility Software Programs);

(ii) receives no title in the intellectual property contained in
the Licensed Equifax Materials (excluding the Utility
Software Programs);

(iii) will not copy the Licensed Equifax Materials (excluding the
Utility Software Programs), except as necessary to use such
Licensed Equifax Materials (excluding the Utility Software
Programs) in accordance with the license grant and to make
one archival copy;

(iv) will not export or re-export the Licensed Equifax Materials
(excluding the Utility Software Programs) without the
appropriate United States or foreign government licenses;

(v) will hold the Licensed Equifax Materials (excluding the
Utility Software Programs) in confidence; will not reverse
compile or disassemble the Licensed Equifax Materials
(excluding the Utility Software Programs); will not remove or
destroy any proprietary markings of the Group on or contained
in the Licensed Equifax Materials (excluding the Utility
Software Programs), and will include the copyright and patent
notices of the licensor as specified from time to time by the
licensor for the Licensed Equifax Materials (excluding the
Utility Software Programs) on and in all copies of the
Licensed Equifax Materials (excluding the Utility Software
Programs); and

(vi) will not sublicense, assign or otherwise transfer the
Licensed Equifax Materials (excluding the Utility Software
Programs) to any other Person.

(c) In the event any member of the ChoicePoint Group sublicenses any
portion of the Licensed Equifax Materials (excluding the Utility Software
Programs) to any third party pursuant to Section 4.1(a) and (b) above,
ChoicePoint agrees to ensure that such member shall diligently enforce the
terms and conditions of all sublicenses granted pursuant to this Section 4.1.

(d) In the event that ChoicePoint, or another member of the ChoicePoint
Group, shall enter into a Divested Business transaction with respect to the
ChoicePoint Group, and the scope of permitted use or other terms applicable to
the Licensed Equifax Materials (excluding the Utility Software Programs) under
the license or sublicenses granted in this Section 4.1 are required to be
modified to effect such transaction, Equifax will, or will cause the
sublicensor under the applicable sublicense to, agree to such modifications to
the extent (i) required for the transaction to be effected and (ii) not
materially detrimental to the interests of the Equifax Group. Such
modifications shall not be effective until the Divested Business or the
acquiror thereof, as required

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<PAGE> 17

by Equifax, has entered into a license agreement with the appropriate member of
the Equifax Group incorporating the terms of Section 4.1 and Section 4.2 and
such other terms as Equifax reasonably deems appropriate for the protection of
its interests in the Licensed Equifax Materials (excluding the Utility Software
Programs).

(e) Equifax hereby grants, and will cause the other members of the Equifax
Group to grant, to ChoicePoint a fully paid, unrestricted, non-exclusive,
perpetual, worldwide, transferable license, including source and object code,
to use, modify, improve, create Derivative Works and ChoicePoint Enhancements
from, and sublicense the Utility Software Programs that are a part of the
Licensed Equifax Materials for any and all fields of use and to any and all
Persons.

(f) The Licensed Equifax Materials may be marketed under such name and in
such manner as ChoicePoint chooses, consistent with the terms and conditions of
this Agreement.

(g) Except for the ChoicePoint Group's rights described in Section 4.1(a),
(b) and (e) above, the Equifax Group's rights in and to the Licensed Equifax
Materials shall be and remain the exclusive property of Equifax or the
Designated Equifax Member.

Section 4.2. Ownership of Enhancements by ChoicePoint.

(a) ChoicePoint, or the Designated ChoicePoint Member, shall own all the
modifications and improvements to, and the ChoicePoint Enhancements and/or
Derivative Works made from, the Licensed Equifax Materials developed by any
member of the ChoicePoint Group, or by any party other than a member of the
Equifax Group at the expense of the ChoicePoint Group. Equifax hereby assigns,
and shall cause each member of the Equifax Group to assign, to ChoicePoint, or
the Designated ChoicePoint Member, all right, title and interest it may hold in
such modifications, improvements, ChoicePoint Enhancements and Derivative
Works. ChoicePoint shall, or shall cause the Designated ChoicePoint Member to,
have the right to make and file all applications and other documents required
to register the copyright(s) and file for patents for such modifications,
improvements, ChoicePoint Enhancements and Derivative Works in its discretion
and at its sole cost and expense.

(b) Should ChoicePoint elect to file any application for the registration,
perfection or protection of any modifications, improvements, ChoicePoint
Enhancements or Derivative Works described in Section 4.2(a), under any
copyright, patent, semi-conductor chip protection or other law of any country
or jurisdiction, Equifax will, at the request and expense of ChoicePoint, do
all things and sign all documents or instruments reasonably necessary in the
opinion of ChoicePoint to assist in the registration of such claims, file such
applications, and obtain, defend and enforce such copyright, patent, mask work
and other rights.

(c) Subject to the license rights granted in Section 4.1, the Licensed
Equifax Materials shall be and shall remain the sole and exclusive property of
the Equifax Group and the members of the Equifax Group may make any internal
use and may commercially exploit any enhancements to the Licensed Materials
made or caused to be made by members of the Equifax Group, as they shall deem
appropriate without any obligation to any member of the ChoicePoint Group or
other restriction. The Equifax Group may in particular distribute and
manufacture, or cause to be

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<PAGE> 18

manufactured or distributed by any third party, any such enhancements and/or
the Licensed Equifax Materials.

Section 4.3. Equifax Marks.

(a) Equifax hereby grants, and will cause each member of the Equifax Group
to grant, to ChoicePoint and each member of the ChoicePoint Group a fully paid,
non-exclusive, worldwide, non-transferable right to continue to use the Equifax
Marks employed in the ChoicePoint Business, but only to the extent such Equifax
Marks were displayed by the ChoicePoint Group prior to the Distribution Date
(a) on the Transferred Equifax Assets, (b) on premises jointly occupied with
Equifax, and (c) on letterhead, product and services documentation, invoices,
software programs, packaging and similar materials used by the members of the
ChoicePoint Group, and such Equifax Marks are used in accordance with the
guidelines for usage of the Equifax Marks published and amended by Equifax from
time to time. ChoicePoint will terminate the use of such Equifax Marks as soon
as commercially practical but in any event within twelve (12) months after the
Distribution Date.

(b) For a period of twelve (12) calendar months following the Distribution
Date, Equifax will not, and will cause each member of the Equifax Group not to,
use the trade names or trademarks "Equifax Services", "Equifax Commercial
Services" or "Equifax Insurance Services", or any other trade name or trademark
which incorporates the word "Equifax" with either the word "Insurance" or
"Commercial", in connection with a description of the services or products
offered and/or provided by the Equifax Group.

Section 4.4. Grant of License by ChoicePoint.

(a) ChoicePoint hereby grants, and will cause the other members of the
ChoicePoint Group to grant, to Equifax a fully paid, non-exclusive, perpetual,
worldwide, non-transferable license, including source and object code, to use,
modify, improve, create Derivative Works and Equifax Enhancements from, and
sublicense, the Licensed ChoicePoint Materials (excluding the Utility Software
Programs) solely for use in the Equifax Business and as that business may
evolve and change in the future, subject to the following:

(i) Equifax shall not sublicense, or otherwise disclose or
distribute, or permit any Person to use, the Licensed
ChoicePoint Materials (excluding the Utility Software
Programs), except in accordance with Section 4.4(b);

(ii) Equifax shall hold the Licensed ChoicePoint Materials
(excluding the Utility Software Programs) in strict
confidence; will not remove or destroy any proprietary
markings of the ChoicePoint Group on or contained in the
Licensed ChoicePoint Materials (excluding the Utility
Software Programs); and will include the copyright and patent
notices of the licensor as specified from time to time by the
licensor for the Licensed ChoicePoint Materials (excluding
the Utility Software Programs) on and in all copies of the
Licensed ChoicePoint Materials (excluding the Utility
Software Programs);

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<PAGE> 19

(iii) Equifax shall not export or re-export the Licensed
ChoicePoint Materials (excluding the Utility Software
Programs) without the appropriate United States or foreign
government license; and

(iv) all sublicenses from Equifax to members of the Equifax Group
(A) shall contain the rights and restrictions set forth in
this Section 4.4(a) with respect to the license granted to
Equifax and comply with Sections 4.4(b) through (d) hereof
and (B) shall be diligently enforced by Equifax.

(b) The sublicense rights granted to Equifax pursuant to Section 4.4(a)
include the right for Equifax to grant sublicenses to the Licensed ChoicePoint
Materials (excluding the Utility Software Programs) to the members of the
Equifax Group, which sublicenses may include the right to further sublicense
such Licensed ChoicePoint Materials (excluding the Utility Software Programs)
to such Group member's customers solely for each such customer's internal
business purposes to the extent related to the Equifax Business. All
sublicensing by Equifax and other members of the Equifax Group to their
customers shall be pursuant to written agreements with such customer, executed
before or at the time of furnishing each copy of the Licensed ChoicePoint
Materials (excluding the Utility Software Programs) to such customer, and which
provide at a minimum that such customer:

(i) receives only a personal, non-transferable and nonexclusive
right to use such copy of the Licensed ChoicePoint Materials
(excluding the Utility Software Programs);

(ii) receives no title in the intellectual property contained in
the Licensed ChoicePoint Materials (excluding the Utility
Software Programs);

(iii) will not copy the Licensed ChoicePoint Materials (excluding
the Utility Software Programs), except as necessary to use
such Licensed ChoicePoint Materials (excluding the Utility
Software Programs) in accordance with the license grant and
to make one archival copy;

(iv) will not export or re-export the Licensed ChoicePoint
Materials (excluding the Utility Software Programs) without
the appropriate United States or foreign government licenses;

(v) will hold the Licensed ChoicePoint Materials (excluding the
Utility Software Programs) in confidence; will not reverse
compile or disassemble the Licensed ChoicePoint Materials
(excluding the Utility Software Programs); will not remove or
destroy any proprietary markings of the Group on or contained
in the Licensed ChoicePoint Materials (excluding the Utility
Software Programs); and will include the copyright and patent
notices of the licensor as specified from time to time by the
licensor for the Licensed ChoicePoint Materials (excluding
the Utility Software Programs) on and in all copies of the
Licensed ChoicePoint Materials (excluding the Utility
Software Programs); and

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<PAGE> 20
(vi) will not sublicense, assign or otherwise transfer the
Licensed ChoicePoint Materials (excluding the Utility
Software Programs) to any other Person.

(c) In the event any member of the Equifax Group sublicenses any portion
of the Licensed ChoicePoint Materials (excluding the Utility Software Programs)
to any third party pursuant to Section 4.4(a) and (b) above, Equifax agrees to
ensure that such member shall diligently enforce the terms and conditions of
all sublicenses granted pursuant to this Section 4.4.

(d) In the event that Equifax, or another member of the Equifax Group,
shall enter into a Divested Business transaction with respect to the Equifax
Group, and the scope of permitted use or other terms applicable to the Licensed
ChoicePoint Materials (excluding the Utility Software Programs) under the
license or sublicenses granted in this Section 4.4 are required to be modified
to effect such transaction, ChoicePoint will, or will cause the sublicensor
under the applicable sublicense to, agree to such modifications to the extent
(i) required for the transaction to be effected and (ii) not materially
detrimental to the interests of the ChoicePoint Group. Such modifications shall
not be effective until the Divested Business or the acquiror thereof, as
required by ChoicePoint, has entered into a license agreement with the
appropriate member of the ChoicePoint Group incorporating the terms of Section
4.4 and Section 4.5 and such other terms as ChoicePoint reasonably deems
appropriate for the protection of its interests in the Licensed ChoicePoint
Materials (excluding the Utility Software Programs).

(e) (i) ChoicePoint hereby grants, and will cause the other
members of the ChoicePoint Group to grant, to Equifax a fully
paid, unrestricted, non-exclusive, perpetual, worldwide,
transferable license, including source and object code, to use,
modify, improve, create Derivative Works and Equifax
Enhancements from, and sublicense, the Utility Software Programs
that are a part of the Licensed ChoicePoint Materials for any
and all fields of use and to any and all Persons.

(ii) ChoicePoint hereby grants, and will cause the other members of
the ChoicePoint Group to grant, to Equifax, fully paid,
non-exclusive, perpetual, worldwide, transferable licenses,
including source and object code, to use, modify, improve,
create Derivative Works and Equifax Enhancements from, and
sublicense for any and all fields of use and to any and all
Persons, the modules, algorithms, routines and code, however
described or denominated, contained or embodied in any part of
the software programs comprising a portion of the ChoicePoint
Exclusive Assets listed on Exhibit H, and also contained or
embodied in any of the software programs that will be a part of
the Assets to be owned by the Equifax Group or any member
thereof, after the Distribution Date pursuant to the terms of
this Agreement. This license is granted solely in connection
with such modules, algorithms, routines or codes comprising a
part of or portion of the ChoicePoint Exclusive Assets listed on
Exhibit H that were being used by the Equifax Group during the
12 months prior to the Distribution Date. This license is
restricted so that such modules, algorithms, routines or codes
shall not be used by themselves or in

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<PAGE> 21

combination with one another, by Equifax or any member of the
Equifax Group, to create a new Equifax application or
deliverable which did not exist as of or on the Distribution
Date if such new application or deliverable (a) is comprised of
modules, algorithms, routines and codes licensed under this
Section 4.(e)(ii) which in combination would comprise 50% or
more of the total makeup of such new Equifax application or
deliverable (based on lines of code), and (b) such new Equifax
application or deliverable produces a service product which is
commercially similar to the ChoicePoint products named below:

Auto, Homeowners and Life 200
C.L.U.E. Auto and Property
CUE UK
LifePlus
A.D.D.
RPM
ID+ (aka Composite ID)
PLS/CLS

(f) The Licensed ChoicePoint Materials may be marketed under such name and
in such manner as Equifax chooses, consistent with the terms and conditions of
this Agreement.

(g) Except for the Equifax Group's rights described in Section 4.4(a), (b)
and (e) above, the ChoicePoint Group's rights in and to the Licensed
ChoicePoint Materials shall be and remain the exclusive property of ChoicePoint
or the Designated ChoicePoint Member.

Section 4.5. Ownership of Enhancements by Equifax.

(a) Equifax, or the Designated Equifax Member, shall own all the
modifications and improvements to, and the Equifax Enhancements and/or
Derivative Works made from, the Licensed ChoicePoint Materials developed by any
member of the Equifax Group, or by any party other than a member of the
ChoicePoint Group at the expense of the Equifax Group. ChoicePoint hereby
assigns, and shall cause each member of the ChoicePoint Group to assign, to
Equifax, or the Designated Equifax Member, all right, title and interest it may
hold in such modifications, improvements, Equifax Enhancements and Derivative
Works. Equifax shall, or shall cause the Designated Equifax Member to, have the
right to make and file all applications and other documents required to
register the copyright(s) and file for patents for such modifications,
improvements, Equifax Enhancements and Derivative Works in its discretion and
at its sole cost and expense.

(b) Should Equifax elect to file any application for the registration,
perfection or protection of any modifications, improvements, Equifax
Enhancements or Derivative Works described in Section 4.5(a), under any
copyright, patent, semi-conductor chip protection or other law of any country
or jurisdiction, ChoicePoint will, at the request and expense of Equifax, do
all things and sign all documents or instruments reasonably necessary in the
opinion of Equifax to

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<PAGE> 22
assist in the registration of such claims, file such applications, and obtain,
defend and enforce such copyright, patent, mask work and other rights.

(c) Subject to the license rights granted in Section 4.4, the Licensed
ChoicePoint Materials shall be and shall remain the sole and exclusive property
of the ChoicePoint Group and the members of the ChoicePoint Group may make any
internal use and may commercially exploit any enhancements to the Licensed
Materials made or cause to be made by members of the Equifax Group, as they
deem appropriate without any obligation to any member of the Equifax Group or
other restriction. The ChoicePoint Group may in particular distribute and
manufacture, or cause to be manufactured or distributed by any third party, any
such enhancements and/or Licensed ChoicePoint Materials.

Section 4.6. Data.

In no event shall any member of the Group be deemed to have been granted
any rights under this Agreement in or to any data owned or maintained by any
other member of the Group, except as specifically provided in Section 2.1.2.
The respective rights of the members of the Group in and to such data shall be
governed exclusively by Section 2.1.2 and the Intercompany Information Services
Agreement.

Section 4.7. Mutual Obligations.

(a) The parties acknowledge that the Licensed Materials are "intellectual
property" within the meaning of Section 101 of the Federal Bankruptcy Act and
shall be subject to Section 365(n) thereof, all as set forth in the
Intellectual Property Bankruptcy Protection Act, Public Law 100-506, 102 Stat.
2538.

(b) In full and complete payment of the licenses granted in this
Agreement, the parties have made the payment described in the Distribution
Agreement as set forth in that Agreement.

(c) Each party shall notify the other party of any involuntary attachment
or other judicial process affecting the Licensed Materials.

Section 4.8. HR Software.

Notwithstanding any other provision of this Agreement or any of the
Ancillary Agreements, Equifax will provide and/or secure for ChoicePoint
substantially the same rights as held by Equifax for the software computer
programs known as "IVR Benefits Enrollment System", "Retirement Management
System", "Disability Management System", "Automated Exit Management System" and
"COBRA Inactive System" developed for Equifax by ECS in Boston, Massachusetts,
or by Equifax and presently used by ChoicePoint and Equifax (the "HR
Software"). To the extent the HR Software is owned by Equifax, Equifax shall
grant to ChoicePoint a license for the HR Software as described in Section
4.1(e) for the Utility Software Programs that are a part of the Licensed
Equifax Materials. To the extent the H.R. Software is licensed to Equifax,
Equifax shall provide or secure for ChoicePoint the Third Party Rights held by
Equifax to the extent necessary to the conduct of the Equifax Services Business
during the twelve (12) calendar months prior to the Distribution Date and for
which a continuing business

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<PAGE> 23

requirement exists on the Distribute Date. To the extent that the terms of this
Section 4.8 are inconsistent with any other provisions of this Agreement and/or
any of the Ancillary Agreements, the terms and conditions of this Section shall
control. To the extent not inconsistent with this Section 4.8, all other
provisions of this Agreement shall be applicable to the HR Software.

ARTICLE V

TERMINATION

If the Closing Date does not occur prior to September 15, 1997, this
Agreement shall be terminated.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

Except as expressly set forth in this Agreement or any Ancillary
Agreement, neither any member of the Equifax Group, nor any member of the
ChoicePoint Group, has given or is giving any representation or warranty
regarding the Assets or Liabilities retained, transferred, assumed or licensed
as contemplated hereby or thereby, including without limitation, (i) title to
the Assets, (ii) validity of the Liabilities, (iii) any lien, claim or other
encumbrance affecting the Assets or Liabilities, or (iv) the value of the
Assets and the amount of the Liabilities. Except as may be expressly set forth
in this Agreement or any Ancillary Agreement, all Assets and Liabilities were,
or are being, transferred, assigned, licensed, assumed, or are being retained,
on an "AS IS", "WHERE IS" basis and the respective transferees, licensees and
assignees will bear the economic and legal risks that any such conveyance (i)
shall prove to be insufficient to vest in the transferee a title that is free
and clear of any lien, claim or other encumbrance, or (ii) shall not constitute
an infringement of a third party's rights.

ARTICLE VII

INDEMNIFICATION

Section 7.1. ChoicePoint Indemnification of the Equifax Group.

On and after the Distribution Date, ChoicePoint shall indemnify, defend
and hold harmless each member of the Equifax Group, and each of their
respective directors, officers, employees and agents (collectively the "Equifax
Indemnitees") from and against any and all damage, loss, liability and expense,
(including without limitation, reasonable expenses of investigation and
reasonable attorneys' fees and expenses in connection with any and all Actions
or threatened Actions) (collectively, "Indemnifiable Losses") incurred or
suffered by any of the Equifax Indemnitees arising in connection with the
failure of ChoicePoint, or any other member of the ChoicePoint Group, to timely
pay, perform or otherwise discharge, any of the ChoicePoint Liabilities or its
obligations under this Agreement or any Ancillary Agreement.

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<PAGE> 24

Section 7.2. Equifax Indemnification of the ChoicePoint Group.

On and after the Distribution Date, Equifax shall indemnify, defend and
hold harmless each member of the ChoicePoint Group and each of their respective
directors, officers, employees and agents (collectively the "ChoicePoint
Indemnitees") from and against any and all Indemnifiable Losses incurred or
suffered by any of the ChoicePoint Indemnitees arising in connection with the
failure of Equifax, or any other member of the Equifax Group, to timely pay,
perform or otherwise discharge, any of the Equifax Liabilities or its
obligations under this Agreement or any Ancillary Agreement.

Section 7.3. Insurance and Third Party Obligations.

ARTICLE VIII

INDEMNIFICATION PROCEDURES

Section 8.1. Notice and Payment of Claims.

If any Equifax or ChoicePoint Indemnitee (the "Indemnified Party")
determines that it is or may be entitled to indemnification by a party (the
"Indemnifying Party") under Article VII (other than in connection with any
Action or claim subject to Section 8.2), the Indemnified Party shall deliver to
the Indemnifying Party a written notice specifying, to the extent reasonably
practicable, the basis for its claim for indemnification and the amount for
which the Indemnified Party reasonably believes it is entitled to be
indemnified. After the Indemnifying Party shall have been notified of the
amount for which the Indemnified Party seeks indemnification, the Indemnifying
Party shall, within thirty (30) days after receipt of such notice, pay the
Indemnified Party such amount in cash or other immediately available funds (or
reach agreement with the Indemnified Party as to a mutually agreeable
alternative payment schedule) unless the Indemnifying Party objects to the
claim for indemnification or the amount thereof. If the Indemnifying Party does
not give the Indemnified Party written notice objecting to such claim and
setting forth the grounds therefor within the same thirty (30) day period, the
Indemnifying Party shall be deemed to have acknowledged its liability for such
claim and the Indemnified Party may exercise any and all of its rights under
applicable law to collect such amount. Any amount owed under this Section 8.1
that is past due shall bear interest at a simple rate of interest per annum
equal to the lesser of 1% per month or the maximum amount permitted by law.

Section 8.2. Notice and Defense of Third Party Claims.

(a) Promptly following the earlier of either (i) receipt of notice of the
commencement by a third party of any Action against or otherwise involving any
Indemnified Party, or (ii) receipt of information from a third party alleging
the existence of a claim against an Indemnified Party, with respect to which
indemnification may be sought pursuant to this Agreement (a "Third Party

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<PAGE> 25
Claim"), the Indemnified Party shall give the Indemnifying Party written notice
thereof. The failure of the Indemnified Party to give notice as provided in
this Section 8.2 shall not relieve the Indemnifying Party of its obligations
under this Agreement, except to the extent that the Indemnifying Party is
prejudiced by such failure to give notice. Within thirty (30) days after
receipt of such notice, the Indemnifying Party shall by giving written notice
thereof to the Indemnified Party, (i) acknowledge, as between the parties
hereto, liability for and, at its option, assume the defense of such Third
Party Claim at its sole cost and expense, or (ii) object to the claim of
indemnification set forth in the notice delivered by the Indemnified Party
pursuant to the first sentence of this Section 8.2 setting forth the grounds
therefor; provided that if the Indemnifying Party does not within the same
thirty (30) day period give the Indemnified Party written notice acknowledging
liability and electing to assume the defense, or objecting to such claim and
setting forth the grounds therefor, the Indemnifying Party shall be deemed to
have acknowledged, as between the parties hereto, its liability for such Third
Party Claim.

(b) Any contest of a Third Party Claim as to which the Indemnifying Party
has elected to assume the defense shall be conducted by attorneys employed by
the Indemnifying Party and reasonably satisfactory to the Indemnified Party;
provided that the Indemnified Party shall have the right to participate in such
proceedings and to be represented by attorneys of its own choosing at the
Indemnified Party's sole cost and expense. If the Indemnifying Party assumes
the defense of a Third Party Claim, the Indemnifying Party may settle or
compromise the Third Party Claim without the prior written consent of the
Indemnified Party; provided that the Indemnifying Party may not agree to any
such settlement pursuant to which any such remedy or relief, shall be applied
to or against the Indemnified Party, other than monetary damages for which the
Indemnifying Party shall be responsible hereunder, without the prior written
consent of the Indemnified Party, which consent shall not be unreasonably
withheld.

(c) If the Indemnifying Party does not assume the defense of a Third Party
Claim for which it has acknowledged liability for indemnification under Article
VII, the Indemnified Party may require the Indemnifying Party to reimburse it
on a current basis for its reasonable expenses of investigation, reasonable
attorneys' fees and reasonable out-of-pocket expenses incurred in defending
against such Third Party Claim and the Indemnifying Party shall be bound by the
result obtained by the Indemnified Party with respect thereto; provided that
the Indemnifying Party shall not be liable for any settlement effected without
its consent, which consent shall not be unreasonably withheld. The Indemnifying
Party shall pay to the Indemnified Party in cash the amount for which the
Indemnified Party is entitled to be indemnified (if any) within fifteen (15)
days after the final resolution of such Third Party Claim, whether such final
resolution is (i) by the final nonappealable judgment of a court of competent
jurisdiction, or (ii) in the case of any Third Party Claim as to which the
Indemnifying Party's objection has been resolved by settlement, compromise,
arbitration or otherwise.

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<PAGE> 26

ARTICLE IX

CONFIDENTIALITY

Section 9.1. Exclusions.

Notwithstanding anything to the contrary contained in this Agreement,
"Company Information" does not include any information that (a) subsequent to
the Distribution Date, is already known to the receiving party at the time it
is disclosed to the receiving party by the disclosing party; or (b) before
being divulged by the receiving party (i) has become generally known to the
public through no wrongful act of the receiving party; (ii) has been rightfully
received by the receiving party from a third party without restriction on
disclosure and without, to the knowledge of the receiving party, a breach of an
obligation of confidentiality running directly or indirectly to the disclosing
party; (iii) has been approved for release to the general public by a written
authorization of the disclosing party; (iv) has been independently developed by
the receiving party without use, directly or indirectly, of the Company
Information received from the disclosing party; or (v) has been furnished to a
third party by the disclosing party without restrictions on the third party's
rights to disclose the information.

Section 9.2. Confidentiality.

(a) Each party agrees, and shall cause each member of the Group to agree,
that it is in possession of significant confidential or proprietary information
concerning the business, operations and Assets of the members of the other
Group.

(b) Each party shall, and shall ensure that each member of the Group
shall, (i) receive and hold the Company Information of the other Group in trust
and in strictest confidence; (ii) protect such Company Information from
disclosure and in no event take any action causing, or fail to take the action
necessary in order to prevent, any such Company Information to lose its
character as Company Information; (iii) exercise at a minimum the same care it
would exercise to protect its own highly confidential information; and (iv) not
use, reproduce, distribute, disclose, or otherwise disseminate the Company
Information of the other Group, (A) except as authorized pursuant to this
Agreement or any Ancillary Agreement, or (B) except pursuant to a requirement
of a governmental agency or of law without similar restrictions or other
protections against public disclosure; provided, however, with respect to
disclosures pursuant to (B) above, the receiving party must first give written
notice of such required disclosure to the disclosing party, make a reasonable
effort to obtain a protective order requiring that the Company Information so
disclosed be used only for the purposes for which disclosure is required, take
reasonable steps to allow the disclosing party to seek to protect the
confidentiality of the Company Information required to be disclosed, and shall
disclose only that part of the Company Information which, in the written
opinion of its legal counsel, it is required to disclose. In no event shall the
receiving party exercise less than a reasonable standard of care to keep
confidential the Company Information. Any and all reproductions of such Company
Information must prominently contain a confidential legend.

(c) The receiving party may make disclosures of the Company Information of
the disclosing party only to Representatives of the receiving party's Group (i)
who have a specific

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<PAGE> 27

need to know such information; and (ii) who the receiving party has obligated
under a written agreement to hold such Company Information in trust and in
strictest confidence and otherwise to comply with the terms and provisions of
this Agreement or terms and conditions substantially similar to and
implementing the substance of the restrictions and covenants set forth in this
Agreement. ChoicePoint and Equifax agree to diligently monitor each such
Representative, diligently enforce such agreements with its Representatives,
and, upon request by the other party, promptly to furnish to the other party a
certified list of the receiving party's Representatives having had access to
such Company Information.

(d) The covenants of confidentiality set forth in this Agreement (i) will
apply after the Distribution Date to all Company Information disclosed to the
receiving party before, on and after the Distribution Date and (ii) will
continue and must be maintained from the Distribution Date through (A) with
respect to Proprietary Information, the period during which the Proprietary
Information constituting a part of the Company Information retains its status
as a "trade secret" under applicable law; and (B) with respect to Confidential
Information constituting a part of the Company Information, for the shorter of
a period equal to two (2) years after the Distribution Date, or until such
Confidentiality Information no longer qualifies as confidential under
applicable law.

Section 9.3. Employee Confidentiality Agreements. The members of each
Group have entered into confidentiality and non-disclosure agreements with
their respective employees. To the extent that any employee during or after
employment violates any such agreement and such violation is or may in the
future be to the detriment of the other Group, at the written request of the
affected party, the other party shall, or shall cause the appropriate members
of its Group to, promptly bring and diligently pursue an action against such
employee if and to the extent reasonable under the circumstances to preserve
the value of the Assets and Licensed Materials. The Group member employing the
employee violating his/her confidentiality and non-disclosure agreement shall
have the unilateral right to determine the forum for, the manner of proceeding
in, and legal counsel for such action and shall be entitled to any damages or
other relief against such employee awarded in such action to the extent related
to such Group's Assets or business or to the Licensed Materials. Such
enforcement against and recovery by a Group member from its breaching employee
shall not constitute a release or sole remedy for the members of the other
Group injured by such breaching employee's actions, and such members of the
other Group may bring a claim against the Group members employing the breaching
employee for a breach of this Agreement. Each party shall bear all
out-of-pocket costs of pursuing such action and the other party shall cooperate
in connection therewith.

Section 9.4. Rights and Remedies.

(a) If either party, or any member of the Group, should breach or threaten
to breach any of the provisions of this Agreement, the non-breaching party, in
addition to any other remedies it may have at law or in equity, may seek a
restraining order, injunction, or other similar remedy in order to specifically
enforce the provisions of this Agreement. Each party specifically acknowledges,
and shall cause each member of the Group to acknowledge, that money damages
alone would be an inadequate remedy for the injuries and damage that would be
suffered and incurred by the non-breaching party as a result of a breach of any
of the provisions of this

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<PAGE> 28

Agreement. In the event that either party, or a member of such party's Group,
should seek an injunction hereunder, the other party hereby waives, and shall
cause each member of its Group to waive, any requirement for the submission of
proof of the economic value of any Company Information or the posting of a bond
or any other security. In the event of a dispute between the parties, the
non-prevailing party shall pay all costs and expenses associated with resolving
the dispute, including, but not limited to, reasonable attorneys' fees.

(b) The receiving party shall notify the disclosing party immediately upon
discovery of any unauthorized use or disclosure of Company Information, or any
other breach of this Agreement by the receiving party or any Representative of
the receiving party's Group, and will cooperate with the disclosing party in
every reasonable way to help the disclosing party regain possession of its
Company Information and prevent its further unauthorized use or disclosure. The
receiving party shall be responsible for the acts of any Representative of its
Group that are in violation of this Agreement.

Section 9.5. Competitive Activities.

(a) Subject to the rights and obligations set forth in Article IX, each
party understands and acknowledges that the other party's Group may now market
or have under development products that are competitive with products or
services now offered or that may be offered by it and/or members of its Group,
and the parties' communications hereunder will not serve to impair the right of
either party, or any member of the Group, to independently develop, make, use,
procure, or market products or services now or in the future that may be
competitive with those offered by the other party's Group, nor require either
party, and/or the members of its Group, to disclose any planning or other
information to the other party.

(b) Neither party will be restricted in using, in the development,
manufacturing and marketing of its products and services and its operations,
any data processing or network management or operation ideas, concepts,
know-how and techniques which are retained in the minds of employees who have
had access to the other party's Company Information subject to the restrictions
set forth in this Agreement.

Section 9.6. No Implied Rights.

All Company Information is and shall remain the property of the disclosing
party and/or the member's of its Group. By disclosing Company Information to
the receiving party's Group, the disclosing party and/or the members of its
Group do(es) not grant any express or implied rights or license to the
receiving party's Group to or under any patents, patent applications,
inventions, copyrights, trademarks, trade secret information, or other
intellectual property rights heretofore or hereafter possessed by the
disclosing party and/or the members of its Group.

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<PAGE> 29

ARTICLE X

CONTINUED ASSISTANCE

Section 10.1. Continued Assistance and Transition.

(a) Following the Distribution Date, Equifax shall, and shall cause each
member of the Equifax Group to, cooperate in an orderly transfer of the
Transferred Equifax Assets to, and assumption of the ChoicePoint Liabilities
by, ChoicePoint or the Designated ChoicePoint Member. From time to time, at
ChoicePoint's request and without further consideration, Equifax shall, and
shall cause each member of the Equifax Group, as applicable, to execute,
acknowledge and deliver such documents, instruments or assurances and take such
other action as ChoicePoint may reasonably request to more effectively assign,
convey and transfer any of the Transferred Equifax Assets and effect the
assumption of the ChoicePoint Liabilities. Equifax will assist ChoicePoint in
the vesting, collection or reduction to possession of such Transferred Equifax
Assets.

(b) Following the Distribution Date, ChoicePoint shall, and shall cause
each member of the ChoicePoint Group to, cooperate in an orderly transfer of
the Transferred ChoicePoint Assets to, and assumption of the Equifax
Liabilities by, Equifax or the Designated Equifax Member. From time to time, at
Equifax's request and without further consideration, ChoicePoint shall, and
shall cause each member of the ChoicePoint Group, as applicable, to execute,
acknowledge and deliver such documents, instruments or assurances and take such
other action as Equifax may reasonably request to more effectively assign,
convey and transfer any of the Transferred ChoicePoint Assets and effect the
assumption of the Equifax Liabilities. ChoicePoint will assist Equifax in the
vesting, collection or reduction to possession of such Transferred ChoicePoint
Assets.

Section 10.2. Records and Documents.

(a) As soon as practicable following the Distribution Date, Equifax and
ChoicePoint shall each arrange for the delivery to the other of existing
corporate and other documents (e.g. minute books, stock registers, stock
certificates, documents of title, source code, contracts, etc.) in its
possession relating to the Transferred Assets and assumed Liabilities.

(b) From and after the Distribution Date, Equifax and ChoicePoint shall
each, and shall cause each member of its Group to, afford the other and its
accountants, counsel and other designated Representatives reasonable access
(including using reasonable efforts to give access to person or firms
possessing such information) and duplicating rights during normal business
hours to all records, books, contracts, instruments, computer data and other
data and information in its possession relating to the Assets, Liabilities,
Licensed Materials, business and affairs of the other (other than data and
information subject to any attorney/client or other privilege), insofar as such
access is reasonably required by the other, including without limitation, for
audit, accounting and litigation purposes.

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<PAGE> 30

(c) Notwithstanding the foregoing, either party may destroy or otherwise
dispose of any information at any time in accordance with the corporate record
retention policy maintained by such party with respect to its own records.

Section 10.3. Litigation Cooperation.

Upon written request by either party and at the cost and expense of the
requesting party, Equifax and ChoicePoint shall, and shall cause each member of
its Group to, use reasonable efforts to make available to the requesting party,
its Representatives as witnesses to the extent that such persons may reasonably
be required in connection with any legal, administrative or other proceedings
involving third parties that are not a member of either Group, arising out of
this Agreement or related to the matters which are the subject of this
Agreement, and in which the requesting party or any member of its Group may
from time to time be involved.

ARTICLE XI

MISCELLANEOUS

Section 11.1. Expenses.

Except as specifically provided in this Agreement or any Ancillary
Agreement, all costs and expenses incurred in connection with the preparation,
execution, delivery and implementation of this Agreement and the Ancillary
Agreements and with the consummation of the transactions contemplated by this
Agreement (including transfer taxes and the fees and expenses of all counsel,
accountants and financial and other advisors) shall be paid by Equifax.

Section 11.2. Notices.

All notices and communications under this Agreement shall be deemed to
have been given (a) when received, if such notice or communication is delivered
by facsimile, hand delivery or courier, and (b) three (3) business days after
mailing if such notice or communication is sent by United States registered or
certified mail, return receipt requested, first class postage prepaid. All
notices and communications, to be effective, must be properly addressed to the
party to whom the same is directed at its address as follows:

If to Equifax, to:

Equifax Inc.
1600 Peachtree Street, N.W.
Atlanta, GA 30309
Attention: Bruce S. Richards
Corporate Vice President and General Counsel
Fax: (404) 888-8682

with a copy (which shall not constitute notice) to:

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<PAGE> 31

Thomas F. Chapman
President and Chief Operating Officer
Equifax Inc.
1600 Peachtree Street, N.W.
Atlanta, GA 30309
Fax: (404) 885-8766

If to ChoicePoint, to:

ChoicePoint Inc.
1000 Alderman Drive
Alpharetta, GA 30005
Attention: J. Michael de Janes, Esq.
Vice President and General Counsel
Fax: (770) 752-5939

with a copy (which shall not constitute notice) to:

Derek V. Smith
President and Chief Executive Officer
ChoicePoint Inc.
1000 Alderman Drive
Alpharetta, GA 30005
Fax: (770) 752-6243

Either party may, by written notice so delivered to the other party in
accordance with this Section 11.2, change the address to which delivery of any
notice shall thereafter be made.

Section 11.3. Amendment and Waiver.

Section 11.4. Entire Agreement.

This Agreement, together with the Ancillary Agreements, constitutes the
entire understanding of the parties hereto with respect to the subject matter
hereof, superseding all negotiations, prior discussions and prior agreements
and understandings relating to such subject matter. To the extent that the
provisions of this Agreement are inconsistent with the provisions of any other
Ancillary Agreement, the provisions of this Agreement shall prevail with
respect to the subject matter hereof.

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<PAGE> 32

Section 11.5. Parties in Interest. Neither of the parties hereto may
assign its rights or delegate any of its duties under this Agreement without
the prior written consent of the other party. This Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and their
respective successors and permitted assigns. Nothing contained in this
Agreement, express or implied, is intended to confer any benefits, rights or
remedies upon any person or entity other than members of the Equifax Group and
the ChoicePoint Group and the Equifax Indemnitees and ChoicePoint Indemnitees
under Articles VII and VIII hereof.

Section 11.6. Further Assurances and Consents.

Section 11.7. Severability.

Section 11.8. Governing Law.

This Agreement shall be construed in accordance with, and governed by, the
laws of the State of Georgia, without regard to the conflicts of law rules of
such state.

Section 11.9. Counterparts.

This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original instrument, but all of which together shall
constitute but one and the same Agreement.

Section 11.10. Disputes.

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<PAGE> 33

the provisions of this Agreement, or (ii) equitable or other judicial relief to
enforce the provisions thereof or to preserve the status quo pending resolution
of Disputes hereunder.

(b) Either party may give the other party written notice of any Dispute
not resolved in the normal course of business. Within ten (10) days after
delivery of the notice, the receiving party shall submit to the other a written
response. The notice and the response shall include a statement of such party's
position and a summary of arguments supporting that position and the name and
title of the executive who will represent that party and of any other person
who will accompany such executive in resolving the Dispute. Within twenty (20)
days after delivery of the first notice, the executives of both parties shall
meet at a mutually acceptable time and place, and thereafter as often as they
reasonably deem necessary, and shall negotiate in good faith to attempt to
resolve the Dispute. All reasonable requests for information made by one party
to the other will be honored.

(c) If the Dispute has not been resolved by negotiation within sixty (60)
days of the first party's notice, the Dispute shall be submitted, upon
application of either party, for resolution by arbitration in accordance with
the Commercial Arbitration Rules of the American Arbitration Association (the
"Rules"). Arbitration shall be by a single arbitrator experienced in the
matters that are at issue in the Dispute, which arbitrator shall be selected by
the parties in accordance with the Rules. The arbitration shall be conducted in
Atlanta, Georgia (or at any other place agreed upon by the parties and the
arbitrator). The decision of the arbitrator shall be final and binding as to
all matters at issue in the Dispute; provided, however, if necessary such
decision may be enforced by either party in any court of law having
jurisdiction over the parties or the subject matter of the Dispute. Unless the
arbitrator shall assess the costs and expenses of the arbitration proceeding
and of the parties differently, each party shall pay it costs and expenses
incurred in connection with the arbitration proceeding, and the costs and
expenses of the arbitrator shall be shared equally by the parties.

Section 11.11. Force Majeure.

Neither party will be liable for any loss or damage due to causes beyond
its control, including, but not limited to, fire, accident, labor difficulty,
war, power or transmission failures, riot, Acts of God or changes in laws and
regulations, provided that the affected party must (a) promptly notify the
other party in writing and furnish all relevant information concerning the
event of force majeure; (b) use reasonable efforts to avoid or remove the cause
of its nonperformance; and (c) proceed to perform its obligations with dispatch
when such cause is removed.

Section 11.12. Documentation.

Prior to the Distribution Date and from time to time thereafter, the
parties will prepare, maintain and update schedules of the Transferred Equifax
Assets, the Transferred ChoicePoint Assets, the Licensed Equifax Materials, the
Licensed ChoicePoint Materials, and the Third Party Agreements, the Third Party
Rights and the Third Party Software transferred and/or provided by each Group
to the other Group, in such detail as shall be appropriate for the management
and administration of these items as described in this Agreement.

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Section 11.13. Headings.

The Article and Section headings set forth in this Agreement are included
for administrative, organizational and convenience purposes, and are not
intended to affect the meaning of the provisions set forth in this Agreement or
to be used in the interpretation of this Agreement.

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<PAGE> 35

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

EQUIFAX INC.

By: /s/ Bruce S. Richards
------------------------------------
Title: Corp VP & General Counsel
---------------------------------
Date: 7/30/97
----------------------------------

CHOICEPOINT INC.

By: /s/ Douglas C. Curling
-------------------------------------
Title: Chief Financial Officer/Executive
Vice President
----------------------------------
Date: July 31, 1997
-----------------------------------

<PAGE> 1

EXHIBIT 10.10

==================================================================

REVOLVING CREDIT AGREEMENT

dated as of August 5, 1997

among

CHOICEPOINT INC.,

THE LENDERS LISTED HEREIN,

and

WACHOVIA BANK, N.A.

as Administrative Agent,

and

SUNTRUST BANK, ATLANTA

as Documentation Agent

==================================================================
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
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<S> <C> <C>
ARTICLE I. DEFINITIONS; CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 1.02. Accounting Terms and Determination . . . . . . . . . . . . . . . . . . . . . . .
Section 1.03. Other Definitional Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 1.04. Exhibits and Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE II. SYNDICATED LOANS, BID RATE LOANS
AND SWING LINE LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 2.01. Description of Revolving Credit Facilities; Use of Proceeds . . . . . . . . . .
Section 2.02. Syndicated Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 2.03. Syndicated Notes; Repayment of Principal . . . . . . . . . . . . . . . . . . . .
Section 2.04. Voluntary Reduction of Syndicated Loan Commitments . . . . . . . . . . . . . . .
Section 2.05. Bid Rate Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 2.06. Swing Line Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 2.07. Increase of Syndicated Loan Commitments . . . . . . . . . . . . . . . . . . . .
Section 2.08. Funding Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE III. GENERAL LOAN TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 3.01. Disbursement of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 3.02. Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 3.03. Interest Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 3.04. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 3.05. Voluntary Prepayments of Borrowings . . . . . . . . . . . . . . . . . . . . . .
Section 3.06. Payments, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 3.07. Interest Rate Not Ascertainable, etc. . . . . . . . . . . . . . . . . . . . . .
Section 3.08. Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 3.09. Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 3.10. Lending Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 3.11. Funding Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 3.12. Assumptions Concerning Funding of Eurodollar Advances . . . . . . . . . . . . .
Section 3.13. Apportionment of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 3.14. Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 3.15. Benefits to Guarantors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

<PAGE> 3

<TABLE>
<S> <C>
ARTICLE IV. CONDITIONS TO BORROWINGS . . . . . . . . . . . . . . . . . .

Section 4.01. Conditions Precedent to Initial Loans . . . . . . . . . . .
Section 4.02. Conditions to All Loans . . . . . . . . . . . . . . . . . .

ARTICLE V. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . .

Section 5.01. Corporate Existence; Compliance with Law . . . . . . . . . .
Section 5.02. Corporate Power; Authorization . . . . . . . . . . . . . . .
Section 5.03. Enforceable Obligations . . . . . . . . . . . . . . . . . .
Section 5.04. No Contractual or Legal Bar . . . . . . . . . . . . . . . .
Section 5.05. No Material Litigation or Investigations . . . . . . . . . .
Section 5.06. Investment Company Act, Etc. . . . . . . . . . . . . . . . .
Section 5.07. Margin Regulations . . . . . . . . . . . . . . . . . . . . .
Section 5.08. Compliance with Environmental Laws . . . . . . . . . . . . .
Section 5.09. Insurance . . . . . . . . . . . . . . . . . . . . . . . . .
Section 5.10. No Default . . . . . . . . . . . . . . . . . . . . . . . . .
Section 5.11. No Burdensome Restrictions . . . . . . . . . . . . . . . . .
Section 5.12. Taxes . . . . . . . . . . . . . . . . . . . . . . . . .
Section 5.13. Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . .
Section 5.14. Financial Statements . . . . . . . . . . . . . . . . . . . .
Section 5.15. ERISA . . . . . . . . . . . . . . . . . . . . . . . . .
Section 5.16. Possession of Franchises, Licenses, Etc.. . . . . . . . . .
Section 5.17. Patents, Trademarks, Licenses, Etc. . . . . . . . . . . . .
Section 5.18. Ownership of Property . . . . . . . . . . . . . . . . . . .
Section 5.19. Financial Condition . . . . . . . . . . . . . . . . . . . .
Section 5.20. Labor Matters . . . . . . . . . . . . . . . . . . . . . . .
Section 5.21. Payment or Dividend Restrictions . . . . . . . . . . . . . .
Section 5.22. Outstanding Indebtedness . . . . . . . . . . . . . . . . .
Section 5.23. Disclosure . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE VI. AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . .

Section 6.01. Corporate Existence, Etc. . . . . . . . . . . . . . . . . .
Section 6.02. Compliance with Laws, Etc. . . . . . . . . . . . . . . . . .
Section 6.03. Payment of Taxes and Claims, Etc. . . . . . . . . . . . . .
Section 6.04. Keeping of Books . . . . . . . . . . . . . . . . . . . . . .
Section 6.05. Visitation, Inspection, Etc. . . . . . . . . . . . . . . . .
Section 6.06. Insurance; Maintenance of Properties . . . . . . . . . . . .
Section 6.07. Reporting Covenants . . . . . . . . . . . . . . . . . . . .
Section 6.08. Financial Covenants . . . . . . . . . . . . . . . . . . . .
</TABLE>

<PAGE> 4
<TABLE>
<S> <C>
Section 6.09. Additional Credit Parties . . . . . . . . . . . . . . . . .
Section 6.10. Intellectual Property . . . . . . . . . . . . . . . . . . .

ARTICLE VII. NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . .

Section 7.01. Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 7.02. Guarantees . . . . . . . . . . . . . . . . . . . . . . . . .
Section 7.03. Mergers, Consolidations. . . . . . . . . . . . . . . . . . .
Section 7.04. Asset Sales. . . . . . . . . . . . . . . . . . . . . . . . .
Section 7.05. Debt of Subsidiaries . . . . . . . . . . . . . . . . . . .
Section 7.06. Investments, Loans, Etc. . . . . . . . . . . . . . . . . . .
Section 7.07. Sale and Leaseback Transactions . . . . . . . . . . . . . .
Section 7.08. Transactions with Affiliates . . . . . . . . . . . . . . . .
Section 7.09. ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 7.10. Additional Negative Pledges . . . . . . . . . . . . . . . .
Section 7.11. Changes in Business . . . . . . . . . . . . . . . . . . . .
Section 7.12. Limitation on Payment Restrictions Affecting Consolidated. .
Companies . . . . . . . . . . . . . . . . . . . . . . . . .
Section 7.13. Actions Under Certain Documents . . . . . . . . . . . . . .
Section 7.14. Change in Fiscal Year . . . . . . . . . . . . . . . . . . .

ARTICLE VIII. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . .

Section 8.01. Payments . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 8.02. Covenants Without Notice . . . . . . . . . . . . . . . . . .
Section 8.03. Other Covenants . . . . . . . . . . . . . . . . . . . . . .
Section 8.04. Representations . . . . . . . . . . . . . . . . . . . . . .
Section 8.05. Non-Payments of Other Indebtedness . . . . . . . . . . . . .
Section 8.06. Defaults Under Other Agreements . . . . . . . . . . . . . .
Section 8.07. Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . .
Section 8.08. Money Judgment . . . . . . . . . . . . . . . . . . . . . . .
Section 8.09. Change in Control of Borrower . . . . . . . . . . . . . . .
Section 8.10. Default Under Other Credit Documents . . . . . . . . . . . .
Section 8.11. Attachments . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE IX. THE AGENTS . . . . . . . . . . . . . . . . . . . . . . . . .

Section 9.01. Appointment of Administrative Agent . . . . . . . . . . . .
Section 9.02. Appointment of Documentation Agent . . . . . . . . . . . . .
Section 9.03. Nature of Duties of Agents . . . . . . . . . . . . . . . . .
</TABLE>

iii

<PAGE> 5
<TABLE>
<S> <C>
Section 9.04. Lack of Reliance on the Agents . . . . . . . . . . . . . . .
Section 9.05. Certain Rights of the Agents . . . . . . . . . . . . . . . .
Section 9.06. Reliance by the Agents . . . . . . . . . . . . . . . . . . .
Section 9.07. Indemnification of the Agents . . . . . . . . . . . . . . .
Section 9.08. The Agents in their Individual Capacities . . . . . . . . .
Section 9.09. Holders of Notes . . . . . . . . . . . . . . . . . . . . . .
Section 9.10. Successor Agents . . . . . . . . . . . . . . . . . . . . . .

ARTICLE X. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . .

Section 10.01. Notices . . . . . . . . . . . . . . . . . . . . . . . . .
Section 10.02. Amendments, Etc. . . . . . . . . . . . . . . . . . . . . . .
Section 10.03. No Waiver; Remedies Cumulative . . . . . . . . . . . . . . .
Section 10.04. Payment of Expenses, Etc. . . . . . . . . . . . . . . . . .
Section 10.05. Right of Setoff . . . . . . . . . . . . . . . . . . . . . .
Section 10.06. Benefit of Agreement . . . . . . . . . . . . . . . . . . . .
Section 10.07. Governing Law; Submission to Jurisdiction; Waiver of Jury
Trial. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 10.08. Independent Nature of Lenders' Rights . . . . . . . . . . .
Section 10.09. Counterparts . . . . . . . . . . . . . . . . . . . . . . . .
Section 10.10. Effectiveness; Survival . . . . . . . . . . . . . . . . . .
Section 10.11. Severability . . . . . . . . . . . . . . . . . . . . . . . .
Section 10.12. Independence of Covenants . . . . . . . . . . . . . . . . .
Section 10.13. Headings Descriptive; Entire Agreement . . . . . . . . . . .
</TABLE>

iv
<PAGE> 6

SCHEDULES

<TABLE>
<S> <C>
SCHEDULE 5.13 Organization and Ownership of Subsidiaries
SCHEDULE 5.22 Outstanding Indebtedness
SCHEDULE 7.01 Existing Liens

EXHIBITS

EXHIBIT A - Form of Syndicated Note
EXHIBIT B - Form of Bid Facility Note
EXHIBIT C - Form of Swing Line Note
EXHIBIT D - Bid Request
EXHIBIT E - Bid Request Invite
EXHIBIT F - Bid Rate Bid
EXHIBIT G - Bid Rate Accept/Reject Letter
EXHIBIT H - Form of Guaranty Agreement
EXHIBIT I - Form of Contribution Agreement
EXHIBIT J - Form of Closing Certificate
EXHIBIT K - Form of Opinion
EXHIBIT L - Form of Assignment and Acceptance Agreement
EXHIBIT M - Form of Compliance Certificate
</TABLE>

v
<PAGE> 7

REVOLVING CREDIT AGREEMENT

THIS REVOLVING CREDIT AGREEMENT made and entered into as of
August 5, 1997, by and among CHOICEPOINT INC., a Georgia corporation
("Borrower"), WACHOVIA BANK, N.A., a national banking association ("Wachovia"),
SUNTRUST BANK, ATLANTA, a Georgia banking corporation ("SunTrust"), the other
banks and lending institutions listed on the signature pages hereof, and any
assignees of Wachovia, SunTrust, or such other banks and lending institutions
which become "Lenders" as provided herein (Wachovia, SunTrust, and such other
banks, lending institutions and assignees are referred to collectively herein
as the "Lenders"), WACHOVIA BANK, N.A., in its capacity as Administrative Agent
for the Lenders and each successor Administrative Agent for such Lenders as may
be appointed from time to time pursuant to Article IX hereof (the
"Administrative Agent"), and SUNTRUST BANK, ATLANTA, in its capacity as
Documentation Agent for the Lenders and each successor Documentation Agent for
such Lenders as may be appointed from time to time pursuant to Article IX
hereof (the "Documentation Agent");

W I T N E S S E T H:

WHEREAS, Borrower has requested that the Lenders extend to
Borrower a $250,000,000 revolving credit facility, and the Lenders are willing
to extend such revolving credit facility, on the terms and subject to the
conditions contained herein.

NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, Borrower, the Lenders, the Administrative
Agent and the Documentation Agent agree as follows:

ARTICLE I.

DEFINITIONS; CONSTRUCTION

SECTION 1.01. DEFINITIONS. In addition to the other terms
defined herein, the following terms used herein shall have the meanings herein
specified (to be equally applicable to both the singular and plural forms of
the terms defined):

"Administrative Agent" shall mean Wachovia Bank, N.A., a
national banking association, and any successor Administrative Agent appointed
pursuant to Section 9.10.

"Advance" shall mean any principal amount advanced and
remaining outstanding at any time under (i) the Syndicated Loans, which
Advances shall be made or outstanding as Base Rate Advances or Eurodollar
Advances, as the case may be, (ii) the Bid Rate

<PAGE> 8

Loans, which Advances shall be made or outstanding as Bid Rate Advances,
and (iii) the Swing Line Loans, which Advances shall be made or outstanding as
Swing Rate Advances.

"Affiliate" of any Person means any other Person directly or
indirectly controlling, controlled by, or under common control with, such
Person, whether through the ownership of voting securities, by contract or
otherwise. For purposes of this definition, "control" (including with
correlative meanings, the terms "controlling", "controlled by", and "under
common control with") as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of that Person.

"Agents" shall mean, collectively, the Administrative Agent
and the Documentation Agent.

"Agreement" shall mean this Revolving Credit Agreement, as
amended, modified, restated, or supplemented from time to time.

"Applicable Commitment Percentage" shall mean the percentage
designated on the chart set forth below based on Borrower's ratio of Funded
Debt to Consolidated EBITDA, measured quarterly, effective in the second fiscal
quarter immediately following the date of delivery of the Compliance
Certificate to the Administrative Agent:

<TABLE>
<CAPTION>
FUNDED DEBT TO
CONSOLIDATED APPLICABLE
EBITDA RATIO COMMITMENT PERCENTAGE
- ------------ ---------------------
<S> <C>
Greater than 3.0:1.0 .20%

Less than or Equal to 3.0:1.0
and Greater than 2.5:1.0 .15%

Less than or Equal to 2.50:1.0
and Greater than 2.0:1.0 .125%

Less than or Equal to 2.0:1.0
but Greater than 1.5:1.0 .11%

Less than or Equal to 1.5:1.0
but Greater than 1.0:1.0 .10%

Less than or Equal to 1.0:1.0 .09%
</TABLE>

2
<PAGE> 9

For purposes of the foregoing, (i) the Applicable Commitment Percentage on the
Closing Date is 0.11% and shall remain 0.11% through and including December 31,
1997 (By way of example, as of the first day of the fourth fiscal quarter of
Borrower, the Applicable Commitment Percentage shall be calculated based upon
the ratio of Funded Debt to Consolidated EBITDA of Borrower reported in the
Compliance Certificate delivered by the Borrower for the first fiscal quarter
of such fiscal year of Borrower.); and (ii) if the Borrower fails to provide
the Compliance Certificate and related financial statements required by Section
6.07 within the applicable time period set forth therein, the Applicable
Commitment Percentage shall be adjusted to .20% on the first day of the
following fiscal quarter until such Compliance Certificate and related
financial statements are delivered.

"Applicable Margin" shall mean the percentage designated on
the chart set forth below based on Borrower's ratio of Funded Debt to
Consolidated EBITDA, measured quarterly, effective in the second fiscal quarter
immediately following the date of delivery of the Compliance Certificate to the
Administrative Agent:

<TABLE>
<CAPTION>
FUNDED DEBT TO
CONSOLIDATED APPLICABLE
EBITDA RATIO MARGIN
- ------------ -----------
<S> <C>
Greater than 3.0:1.0 0.45%

Less than or Equal to 3.0:1.0
and Greater than 2.5:1.0 0.375%

Less than or Equal to 2.5:1.0
and Greater than 2.0:1.0 0.275%

Less than or Equal to 2.0:1.0
and Greater than 1.5:1.00 0.24%

Less than or Equal to 1.5:1.0
but Greater than 1.0:1.0 0.20%

Less than or Equal to 1.0:1.0 0.16%
</TABLE>

For purposes of the foregoing, (i) the Applicable Margin on the Closing
Date is 0.24% and shall remain 0.24% through and including December 31, 1997
(By way of example, as of the first day of the fourth fiscal quarter of
Borrower, the Applicable Margin shall be calculated based upon the ratio of
Funded Debt to Consolidated EBITDA of Borrower reported in the Compliance
Certificate delivered by the Borrower for the first fiscal quarter of such
fiscal year of Borrower.); and (ii) if the Borrower fails to provide the
Compliance Certificate and related financial

3
<PAGE> 10

statements required by Section 6.07 within the applicable time period set forth
therein, the Applicable Margin shall be adjusted to .45% on the first day of
the following fiscal quarter until such Compliance Certificate and related
financial statements are delivered.

"Arrangement Fee" shall mean the arrangement fee previously
agreed in writing by Borrower and the Documentation Agent.

"Asset Sale" shall mean any sale or other disposition (or a
series of related sales or other dispositions), including without limitation,
loss, damage, destruction or taking to the extent not covered by insurance, by
any Consolidated Company to any Person other than a Consolidated Company, of
any property or asset (including Capital Stock but excluding the issuance and
sale by Borrower of its own Capital Stock), other than sales or other
dispositions made in the ordinary course of business of any Consolidated
Company.

"Assignment and Acceptance" shall mean an assignment and
acceptance entered into by a Lender and an Eligible Assignee in accordance with
the terms of this Agreement and substantially in the form of Exhibit L.

"Bankruptcy Code" shall mean The Bankruptcy Code of 1978, as
amended and in effect from time to time (11 U.S.C. Section 101 et seq.).

"Base Rate" shall mean the higher of (with any change in
the Base Rate to be effective as of the date of change of either of the
following rates):

(a) the rate which the Administrative Agent so
denominates and sets from time to time to be its prime lending rate,
as in effect from time to time, and

(b) the Federal Funds Rate, as in effect from
time to time, plus one-half of one percent (0.50%) per annum.

The Administrative Agent's prime lending rate is a reference rate and does not
necessarily represent the lowest or best rate charged to customers; the
Administrative Agent may make commercial loans or other loans at rates of
interest at, above or below the Administrative Agent's prime lending rate.

"Base Rate Advance" shall mean an Advance made or
outstanding as (i) a Syndicated Loan bearing interest based on the Base Rate or
(ii) an Advance bearing interest at the rate agreed upon between Borrower and
the Lenders pursuant to Section 3.07, Section 3.08 or Section 3.09.

"Bid Accept/Reject Letter" shall mean a notification made by
Borrower pursuant to Section 2.07 substantially in the form of Exhibit G.

4
<PAGE> 11

"Bid Facility Note" shall mean a promissory note of Borrower
payable to the order of any Lender, in substantially the form of Exhibit B
hereto, evidencing the maximum aggregate principal indebtedness of Borrower to
such Lender with respect to outstanding Bid Rate Advances made by such Lender
pursuant to this Agreement, either as originally executed or as it may be from
time to time supplemented, modified, amended, renewed or extended.

"Bid Rate" shall mean, as to any Bid Rate Bid made by a
Syndicated Lender pursuant to Section 2.07, the fixed rate of interest per
annum offered by the Lender making the Bid Rate Bid for the relevant Interest
Period.

"Bid Rate Advance" shall mean an Advance made by a
Syndicated Lender to Borrower pursuant to the bidding procedure described in
Section 2.07.

"Bid Rate Bid" shall mean an offer by a Lender to make a Bid
Rate Loan pursuant to Section 2.07.

"Bid Rate Facility" shall mean the credit facility being
made available by the Syndicated Lenders to Borrower as described in Section
2.07.

"Bid Rate Loan" shall mean a Borrowing made up of Advances
by all of those Lenders whose Bid Rate Bids have been accepted by Borrower
pursuant to the same Bid Request under the bidding procedure described in
Section 2.07 for the same Interest Period and interest rate (with the
understanding that two Bid Rate Loans may be made pursuant to a single Bid
Request).

"Bid Request" shall mean a request made by Borrower pursuant
to Section 2.07 substantially in the form of Exhibit D.

"Borrower" shall mean ChoicePoint Inc., a Georgia
corporation, and its successors.

"Borrowing" shall mean the incurrence by Borrower under any
Facility of Advances of one Type concurrently having the same Interest Period
or the continuation or conversion of an existing Borrowing or Borrowings in
whole or in part.

"Business Day" shall mean any day which is neither a
Saturday or Sunday nor a legal holiday on which banks are required or
authorized to close in Atlanta, Georgia.

"Capital Stock" shall mean, with respect to any Person, all
capital stock of such Person, whether voting or nonvoting, including common
stock and preferred stock of such Person.

5
<PAGE> 12

"CDB/Infotek" shall mean CDB/Infotek, a California
corporation.

"Change in Control Provision" shall mean any term or
provision contained in any indenture, debenture, note, or other agreement or
document evidencing or governing Indebtedness of Borrower evidencing debt or a
commitment to extend loans in excess of $5,000,000 which requires, or permits
the holder(s) of such Indebtedness of Borrower to require that such
Indebtedness of Borrower be redeemed, repurchased, defeased, prepaid or repaid,
either in whole or in part, or the maturity of such Indebtedness of Borrower to
be accelerated in any respect, as a result of a change in ownership of the
Capital Stock of Borrower or voting rights with respect thereto.

"Closing Date" shall mean the date on or before August 5,
1997 on which the initial Loans are made or deemed to have been made hereunder
and the conditions set forth in Section 4.01 are satisfied or waived in
accordance with Section 10.02.

"Commitment" shall mean (i) for any Syndicated Lender at any
time, its Syndicated Loan Commitment, and (ii) for the Swing Line Lender at any
time, its Swing Line Commitment, in each case as the context may require.

"Compliance Certificate" shall have the meaning set forth in
Section 6.07(c).

"Consolidated Companies" shall mean, collectively, Borrower
and all of its Subsidiaries.

"Consolidated EBIT" shall mean, for any fiscal period of
Borrower, an amount equal to (A) the sum for such fiscal period of Consolidated
Net Income (Loss) and, to the extent deducted in determining such Consolidated
Net Income (Loss), provisions for (i) taxes based on income and (ii)
Consolidated Interest Expense, minus (B) any items of gain (or plus any items
of loss) which were included in determining such Consolidated Net Income (Loss)
and were (x) not realized in the ordinary course of business (whether or not
classified as "ordinary" by GAAP), (y) the result of any sale of assets, or (z)
resulting from minority investments, together in the case of (x), (y) or (z),
any related provision for taxes included in Consolidated Net Income (Loss) with
respect thereto, plus (C) non-recurring non-cash charges, including without
limitation, accruals related to any acquisition and earnouts incurred in
connection with any acquisition to the extent not paid in cash.

"Consolidated EBITDA" shall mean, for any four
fiscal-quarter period of Borrower, an amount equal to the sum of (A)
Consolidated EBIT plus (B) depreciation and amortization expense to the extent
deducted in determining Consolidated Net Income (Loss), plus (C) without
duplication, the sum of the following items to the extent not included in
Consolidated EBITDA for such period:

6
<PAGE> 13

(1) the net income (or net loss) for such four
fiscal-quarter period of any Person which became a Subsidiary during
such period (a "New Subsidiary");

(2) the net income (or net loss) derived during such four
fiscal-quarter period from any assets acquired by any Consolidated
Company during such period ("New Assets");

(3) the sum of (x) taxes based on income, (y) Consolidated
Interest Expense and (z) depreciation and amortization expense, in
each case to the extent deducted in determining net income of any New
Subsidiary or derived from any New Assets during such four
fiscal-quarter period, minus any items of gain (or plus any items of
loss) which were included in determining such net income and were (aa)
not realized in the ordinary course of business (whether or not
classified as "ordinary" by GAAP), (bb) the result of any sale of
assets, or (cc) resulting from minority investments, together in the
case of (aa), (bb) or (cc), any related provision for taxes included
in such net income with respect thereto; and

(4) non-recurring non-cash charges of any New Subsidiary or
derived from any New Assets during such four fiscal-quarter period,
including without limitation, accruals related to any acquisition and
earnouts incurred in connection with any acquisition to the extent not
paid in cash.

"Consolidated EBITR" shall mean, for any fiscal period of
Borrower, an amount equal to the sum of Consolidated EBIT plus Consolidated
Rental Expense for such period.

"Consolidated Fixed Charges" shall mean, for any fiscal
period of Borrower, the sum of (A) Consolidated Interest Expense, plus (B)
Consolidated Rental Expense, plus (C) dividends and distributions on Capital
Stock paid in cash during such fiscal period by Borrower or any other
Consolidated Company, but excluding the one-time dividend paid by Borrower to
Equifax as of the Spin-Off Date and any repurchases of Capital Stock of
Borrower.

"Consolidated Interest Expense" shall mean, for any fiscal
period of Borrower, total interest expense of the Consolidated Companies
(including without limitation, interest expense attributable to capitalized
leases in accordance with GAAP, all commissions, discounts and other fees and
charges owed with respect to bankers acceptance financing, and total interest
expense (whether shown as interest expense or as loss and expenses on sale of
receivables) under a receivables purchase facility) determined on a
consolidated basis in accordance with GAAP.

"Consolidated Net Income (Loss)" shall mean, for any fiscal
period of Borrower, the net income (or loss) of the Consolidated Companies for
such period (taken as a single accounting period), but excluding therefrom (to
the extent otherwise included therein) the income of any Consolidated Company
to the extent that the declaration or payment of dividends

<PAGE> 14

or similar distributions by such Consolidated Company of that income is
not at the time permitted by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation; provided that the foregoing exclusion shall not apply to
CDB/Infotek so long as there is at least $1 of outstanding intercompany debt
owed by CDB/Infotek to another Consolidated Company.

"Consolidated Net Worth" shall mean, as of any date of
determination, shareholders' equity of Borrower, determined on a consolidated
basis in conformity with GAAP.

"Consolidated Rental Expense" shall mean, for any fiscal
period of Borrower, the operating lease expense of the Consolidated Companies
determined in accordance with GAAP for leases with an initial term greater than
one year, as disclosed in the notes to Borrower's consolidated financial
statements of the Consolidated Companies, determined on a consolidated basis in
accordance with GAAP.

"Contractual Obligation" of any Person shall mean any
provision of any security issued by such Person or of any agreement, instrument
or undertaking under which such Person is obligated or by which it or any of
the property owned by it is bound.

"Contribution Agreements" shall mean, collectively, the
Contribution Agreement, dated as of even date herewith, executed by each of the
Guarantors and the Borrower, in favor of the Lenders and the Agent,
substantially in the form of Exhibit I, as the same may be.

"Credit Documents" shall mean, collectively, this Agreement,
the Notes, the Guaranty Agreements, and all other documents, instruments,
certificates and opinions executed and delivered in connection with the
foregoing.

"Credit Parties" shall mean, collectively, each of Borrower,
the Guarantors, and every other Person who from time to time executes a
supplement to the Guaranty Agreements with respect to all or any portion of the
Obligations.

"Default" shall mean any condition or event which, with
notice or lapse of time or both, would constitute an Event of Default.

"Documentation Agent" shall mean SunTrust Bank, Atlanta, a
Georgia banking corporation, and any successor Documentation Agent appointed
pursuant to Section 9.10 hereof.

"Dollar" and "U.S. Dollar" and the sign "$" shall mean
lawful money of the United States of America.

8
<PAGE> 15
"Eligible Assignee" shall mean any of the following (i) a
commercial bank organized under the laws of the United States, or any State
thereof, and having total assets in excess of $100,000,000; (ii) a savings and
loan association or savings bank organized under the laws of the United States,
or any State thereof, and having total assets in excess of $100,000,000; (iii)
a commercial bank organized under the laws of any other country having total
assets in excess of $100,000,000, provided that such bank is acting through a
branch or agency located in the United States; (iv) a finance company,
insurance company or other financial institution, lender or fund (whether a
corporation, partnership or other entity) which is engaged in making,
purchasing or otherwise investing in commercial loans in the ordinary course of
its business, and having total assets in excess of at least $100,000,000; (v)
any Lender or any Affiliate of any Lender; or (vi) any other Person consented
to by the Borrower and the Agent, such consent not unreasonably to be withheld.

"Environmental Laws" shall mean all federal, state, local
and foreign statutes and codes or regulations, rules or ordinances issued,
promulgated, or approved thereunder, now or hereafter in effect (including,
without limitation, those with respect to asbestos or asbestos containing
material or exposure to asbestos or asbestos containing material), relating to
pollution or protection of the environment and relating to public health and
safety, relating to (i) emissions, discharges, releases or threatened releases
of pollutants, contaminants, chemicals or industrial toxic or hazardous
constituents, substances or wastes, including without limitation, any Hazardous
Substance, petroleum including crude oil or any fraction thereof, any petroleum
product or other waste, chemicals or substances regulated by any Environmental
Law into the environment (including without limitation, ambient air, surface
water, ground water, land surface or subsurface strata), or (ii) the
manufacture, processing, distribution, use, generation, treatment, storage,
disposal, transport or handling of any Hazardous Substance, petroleum including
crude oil or any fraction thereof, any petroleum product or other waste,
chemicals or substances regulated by any Environmental Law, and (iii)
underground storage tanks and related piping, and emissions, discharges and
releases or threatened releases therefrom, such Environmental Laws to include,
without limitation (i) the Clean Air Act (42 U.S.C. Section 7401 et seq.),
(ii) the Clean Water Act (33 U.S.C. Section 1251 et seq.), (iii) the Resource
Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), (iv) the Toxic
Substances Control Act (15 U.S.C. Section 2601 et seq.), (v) the Comprehensive
Environmental Response Compensation and Liability Act, as amended by the
Superfund Amendments and Reauthorization Act (42 U.S.C. Section 9601 et seq.),
and (vi) all applicable national and local laws or regulations with respect to
environmental control (including applicable laws of the Federal Republic of
Germany or any applicable international agreements).

"Equifax" shall mean Equifax Inc., a Georgia corporation.

"ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended and in effect from time to time.

9
<PAGE> 16

"ERISA Affiliate" shall mean, with respect to any Person,
each trade or business (whether or not incorporated) which is a member of a
group of which that Person is a member and which is under common control within
the meaning of the regulations promulgated under Section 414 of the Tax Code.

"Eurodollar Advance" shall mean an Advance made or
outstanding as a Syndicated Loan bearing interest based on LIBOR.

"Eurodollar Business Day" shall mean a Business Day on which
trading is carried on by and between banks in deposits of Dollars in the London
interbank market.

"Eurodollar Reserve Percentage" shall mean, for any Bank
which is a member bank of the Federal Reserve System, on any day that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the reserve requirement for such Bank in respect of
"Eurocurrency liabilities" (or in respect of any other category of liabilities
which includes deposits by reference to which the interest rate on Eurodollar
Advances is determined or any category of extensions of credit or other assets
which includes loans by a non-United States office of any Bank to the United
States residents).

"Event of Default" shall have the meaning provided in
Article VIII.

"Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time, and any successor statute thereto.

"Executive Officer" shall mean, with respect to any Person,
Chief Executive Officer, President, Chief Financial Officer, the Chief Legal
Officer, the Treasurer, any Assistant Treasurer and any Person holding
comparable offices or duties.

"Facility" or "Facilities" shall mean the credit facilities
made available to the Borrower pursuant to the Syndicated Loan Commitments, the
Swing Line Commitment, and the Bid Rate Facility, as the context may indicate.

"Facility Fee" shall have the meaning assigned to such term
in Section 3.04.

"Federal Funds Rate" shall mean for any period, a
fluctuating interest rate per annum equal for each day during such period to
the weighted average of the rates on overnight Federal funds transactions with
member banks of the Federal Reserve System arranged by Federal funds brokers,
as published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of Atlanta, or, if such
rate is not so published for any day which is a Business Day, the average of
the quotations for such day on such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by the
Administrative Agent.

10
<PAGE> 17
"Fixed Charge Coverage Ratio" shall mean, as of the last day
of any fiscal quarter of Borrower, the ratio of (A) Consolidated EBITR to (B)
Consolidated Fixed Charges, in each case calculated with respect to the
immediately preceding four fiscal quarters ending on such date.

"Foreign Plan" shall mean any pension, profit sharing,
deferred compensation, or other employee benefit plan, program or arrangement
maintained by any Foreign Subsidiary which, under applicable local law, is
required to be funded through a trust or other funding vehicle, but shall not
include any benefit provided by a foreign government or its agencies.

"Foreign Subsidiary" shall mean each Consolidated Company
that is organized under the laws of a jurisdiction other than the United States
of America or any State thereof.

"Funded Debt" shall mean all Indebtedness for money
borrowed, Indebtedness evidenced or secured by purchase money Liens,
capitalized leases, outstandings under asset securitization vehicles,
conditional sales contracts and similar title retention debt instruments,
including any current maturities of the foregoing, which by its terms matures
more than one year from the date of any calculation thereof or which is
renewable or extendable at the option of the obligor to a date beyond one year
from such date. The calculation of Funded Debt shall include (i) all Funded
Debt of the Consolidated Companies, plus (ii) all Funded Debt of other Persons
to the extent guaranteed by a Consolidated Company, to the extent supported by
a letter of credit issued for the account of a Consolidated Company, or as to
which and to the extent which a Consolidated Company or its assets otherwise
have become liable for payment thereof, plus (iii) the redemption amount with
respect to the stock of the Borrower required to be redeemed during the next
succeeding twelve months at the option of the holder or its Subsidiaries.
Notwithstanding the foregoing, "Funded Debt" shall exclude the Lease Documents
and all operating lease obligations.

"GAAP" shall mean generally accepted accounting principles
set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, which are applicable to the circumstances as of the
date of determination.

"Guarantors" shall mean, collectively, ChoicePoint Services
Inc., a Georgia corporation, Osborn Laboratories, Inc., a Delaware corporation,
and all other Material Subsidiaries formed, acquired or existing after the
Closing Date, but excluding (i) all Foreign Subsidiaries and (ii) CDB/Infotek
so long as it is not directly or indirectly wholly owned by other Consolidated
Companies.

11
<PAGE> 18

"Guaranty" shall mean any contractual obligation, contingent
or otherwise, of a Person with respect to any Indebtedness or other obligation
or liability of another Person, including without limitation, any such
Indebtedness, obligation or liability directly or indirectly guaranteed,
endorsed, co-made or discounted or sold with recourse by that Person, or in
respect of which that Person is otherwise directly or indirectly liable,
including contractual obligations (contingent or otherwise) arising through any
agreement to purchase, repurchase, or otherwise acquire such Indebtedness,
obligation or liability or any security therefor, or any agreement to provide
funds for the payment or discharge thereof (whether in the form of loans,
advances, stock purchases, capital contributions or otherwise), or to maintain
solvency, assets, level of income, or other financial condition, or to make any
payment other than for value received. The amount of any Guaranty shall be
deemed to be an amount equal to the stated or determinable amount of the
primary obligation in respect of which guaranty is made or, if not so stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

"Guaranty Agreements" shall mean, collectively, (i) the
Guaranty Agreement, dated as of even date herewith, executed by each of the
Guarantors in favor of the Lenders and the Agents, substantially in the form of
Exhibit H, as the same may be amended, restated or supplemented from time to
time and (ii) the Contribution Agreement, dated as of even date herewith,
executed by each of the Guarantors and the Borrower in favor of the Lenders and
the Agents, substantially in the form of Exhibit I, as the same may be amended,
restated or supplemented from time to time.

"Hazardous Substances" shall have the meaning assigned to
that term in the Comprehensive Environmental Response Compensation and
Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986.

"Indebtedness" of any Person shall mean, without duplication
(i) all obligations of such Person which in accordance with GAAP would be shown
on the balance sheet of such Person as a liability (including, without
limitation, obligations for borrowed money and for the deferred purchase price
of property or services, and obligations evidenced by bonds, debentures, notes
or other similar instruments); (ii) all rental obligations under leases
required to be capitalized under GAAP; (iii) all Guaranties of such Person
(including contingent reimbursement obligations under undrawn letters of
credit); (iv) Indebtedness of others secured by any Lien upon property owned by
such Person, whether or not assumed; and (v) obligations or other liabilities
under currency contracts, interest rate hedging contracts, or similar
agreements or combinations thereof to the extent required to be disclosed in
such Person's financial statements in accordance with GAAP.

"Interest Period" shall mean (i) as to any Eurodollar
Advances, the interest period selected by Borrower pursuant to Section 3.03(a),
(ii) as to any Bid Rate Advances, the interest period requested by Borrower and
agreed to by the participating Lenders pursuant to

12
<PAGE> 19

Section 3.03(b), and (iii) as to any Swing Rate Advances, the interest period
requested by Borrower and agreed to by the Swing Line Lender pursuant to
Section 2.08(c).

"Investment" shall mean, when used with respect to any
Person, any direct or indirect advance, loan or other extension of credit
(other than the creation of receivables in the ordinary course of business) or
capital contribution by such Person (by means of transfers of property to
others or payments for property or services for the account or use of others,
or otherwise) to any Person, or any direct or indirect purchase or other
acquisition by such Person of, or of a beneficial interest in, Capital Stock,
partnership interests, bonds, notes, debentures or other securities issued by
any other Person. Each Investment shall be valued as of the date made;
provided that any Investment or portion of an Investment consisting of Debt
shall be valued at the outstanding principal balance thereof as of the date of
determination.

"Lease Documents" shall mean, collectively, (i) that certain
Lease Agreement, dated as of July 31, 1997, by and between Borrower as lessee
and SunTrust Banks, Inc., as lessor, pursuant to which the Borrower has leased
its office building, (ii) that certain Master Agreement, dated as of July 31,
1997, by and among Borrower as lessee, SunTrust Banks, Inc., as lessor and
SunTrust Bank, Atlanta, as Agent, and (iii) all other documents, instruments
and agreements executed in connection therewith.

"Lender" or "Lenders" shall mean SunTrust, Wachovia the
other banks and lending institutions listed on the signature pages hereof, and
each assignee thereof, if any, pursuant to Section 10.06(c).

"Lending Office" shall mean for each Lender the office such
Lender may designate in writing from time to time to Borrower and the
Administrative Agent with respect to each Type of Loan.

"LIBOR" shall mean, for any Interest Period, with respect to
Eurodollar Advances under the Syndicated Loan Commitments, the offered rate for
deposits in Dollars, for a period comparable to the Interest Period and in an
amount comparable to the Administrative Agent's portion of such Advances,
appearing on Telerate Page 3750 as of 11:00 AM (London, England time) on the
day that is two Eurodollar Business Days prior to the first day of the Interest
Period. If two or more of such rates appear on such Telerate Page, the rate
shall be the arithmetic mean of such rates. If the foregoing rate is
unavailable from Telerate for any reason, then such rate shall be determined by
the Administrative Agent from the Reuters Screen LIBO Page or, if such rate is
also unavailable on such service, then on any other interest rate reporting
service of recognized standing designated in writing by the Administrative
Agent to Borrower and the other Lenders; in any such case rounded, if
necessary, to the next higher 1/100 of 1.0%, if the rate is not such a
multiple.

13
<PAGE> 20

"Lien" shall mean any mortgage, pledge, security interest,
lien, charge, hypothecation, assignment, deposit arrangement, title retention,
preferential property right, trust or other arrangement having the practical
effect of the foregoing and shall include the interest of a vendor or lessor
under any conditional sale agreement, capitalized lease or other title
retention agreement.

"Loans" shall mean, collectively, the Syndicated Loans, the
Bid Rate Loans and the Swing Line Loans.

"Margin Regulations" shall mean Regulation G, Regulation T,
Regulation U and Regulation X of the Board of Governors of the Federal Reserve
System, as the same may be in effect from time to time.

"Margin Stock" shall have the meaning set forth in the
Margin Regulations.

"Materially Adverse Effect" shall mean any materially
adverse change in (i) the business, assets, liabilities, financial condition or
results of operations of the Consolidated Companies, taken as a whole, (ii) the
ability of Borrower to perform its obligations under this Agreement, or (iii)
the ability of the other Credit Parties (taken as a whole) to perform their
respective obligations under the Credit Documents.

"Material Subsidiary" shall mean each Subsidiary of
Borrower, now existing or hereafter established or acquired, that at any time
prior to the Maturity Date (i) has or acquires assets which constitute fifteen
percent (15%) or more of the Total Assets or (ii) accounts for or produces
fifteen percent (15%) or more of Consolidated EBITDA during the most recently
completed fiscal year of Borrower.

"Maturity Date" shall mean the earlier of (i) August 4,
2002, and (ii) the date on which all amounts outstanding under this Agreement
have been declared or have automatically become due and payable pursuant to the
provisions of Article VIII.

"Multiemployer Plan" shall have the meaning set forth in
Section 4001(a)(3) of ERISA.

"Notes" shall mean, collectively, the Syndicated Notes, the
Bid Facility Notes and the Swing Line Note.

"Notice of Borrowing" shall have the meaning provided in
Section 2.06(a).

"Notice of Continuation/Conversion" shall have the meaning
provided in Section 2.08(b).

14
<PAGE> 21

"Obligations" shall mean all amounts owing to either Agent
or any Lender pursuant to the terms of this Agreement or any other Credit
Document, including without limitation, all Loans (including all principal and
interest payments due thereunder), fees, expenses, indemnification and
reimbursement payments, indebtedness, liabilities, and obligations of the
Credit Parties, direct or indirect, absolute or contingent, liquidated or
unliquidated, now existing or hereafter arising, together with all renewals,
extensions, modifications or refinancings thereof.

"Payment Office" shall mean the office specified as the
"Payment Office" for the Administrative Agent on the signature page of the
Administrative Agent, or such other location as to which the Administrative
Agent shall have given written notice to Borrower and the Lenders.

"PBGC" shall mean the Pension Benefit Guaranty Corporation,
or any successor thereto.

"Permitted Liens" shall mean those Liens expressly permitted
by Section 7.01.

"Person" shall mean any individual, limited liability
company, partnership, firm, corporation, association, joint venture, trust or
other entity, or any government or political subdivision or agency, department
or instrumentality thereof.

"Plan" shall mean any "employee benefit plan" (as defined in
Section 3(3) of ERISA), including, but not limited to, any defined benefit
pension plan, profit sharing plan, money purchase pension plan, savings or
thrift plan, stock bonus plan, employee stock ownership plan, Multiemployer
Plan, or any plan, fund, program, arrangement or practice providing for medical
(including post-retirement medical), hospitalization, accident, sickness,
disability, or life insurance benefits, but shall exclude any Foreign Plan.

"Pro Rata Share" shall mean, with respect to each of the
Syndicated Loan Commitments of each Syndicated Lender and each Syndicated Loan
to be made by and each payment (including, without limitation, any payment of
principal, interest or fees) to be made to each such Lender, the percentage
designated as such Lender's Pro Rata Share of such Commitments, such Loans or
such payments, as applicable, set forth under the name of such Lender on the
respective signature page for such Lender, as such percentage may change based
upon amendments, assignments or reductions made pursuant to this Agreement.

"Regulation D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System, as the same may be in effect from time
to time.

"Required Lenders" shall mean at any time prior to the
termination of the Syndicated Loan Commitments, Lenders holding at least 60% of
the then aggregate amount of

<PAGE> 22

the Syndicated Loan Commitments, or, following the termination of the
Syndicated Loan Commitments hereunder, Lenders holding at least 60% of the sum
of the aggregate outstanding Loans.

"Requirement of Law" for any person shall mean the articles
or certificate of incorporation and by-laws or other organizational or
governing documents of such Person, and any law, treaty, rule or regulation, or
determination of an arbitrator or a court or other governmental authority, in
each case applicable to or binding upon such Person or any of its property or
to which such Person or any of its property is subject.

"Reuters Screen" shall mean, when used in connection with
any designated page and LIBOR, the display page so designated on the Reuters
Monitor Money Rates Service (or such other page as may replace that page on
that service for the purpose of displaying rates comparable to LIBOR).

"Solvent" shall mean, as to Borrower or any Guarantor at any
time, that (i) each of the fair value and the present fair saleable value of
such Person's assets (including any rights of subrogation or contribution to
which such Person is entitled, under any of the Loan Documents or otherwise) is
greater than such Person's debts and other liabilities (including contingent,
unmatured and unliquidated debts and liabilities) and the maximum estimated
amount required to pay such debts and liabilities as such debts and liabilities
mature or otherwise become payable; (ii) such Person is able and expects to be
able to pay its debts and other liabilities (including, without limitation,
contingent, unmatured and unliquidated debts and liabilities) as they mature;
and (iii) such Person does not have unreasonably small capital to carry on its
business as conducted and as proposed to be conducted.

"SpinOff" shall mean the spinoff of stock of the Borrower by
Equifax to shareholders of Equifax.

"SpinOff Date" shall mean the date on which the SpinOff is
consummated.

"Subsidiary" shall mean, with respect to any Person, any
corporation or other entity (including, without limitation, partnerships, joint
ventures, and associations) regardless of its jurisdiction of organization or
formation, at least a majority of the total combined voting power of all
classes of voting stock or other ownership interests of which shall, at the
time as of which any determination is being made, be owned by such Person,
either directly or indirectly through one or more other Subsidiaries.

"Swing Line Advance" shall mean a Borrowing pursuant to
Section 2.08 consisting of a Swing Line Loan made by the Swing Line Lender to
Borrower on the same date and interest rate basis.

16
<PAGE> 23

"Swing Line Borrowing" shall mean a Borrowing consisting or
to consist of a Swing Line Advance.

"Swing Line Borrowing Notice" shall mean the notice given by
Borrower to the Administrative Agent requesting a Swing Line Advance as
provided in Section 2.08(c).

"Swing Line Commitment" shall mean the commitment of the
Swing Line Lender to make Swing Line Loans in an aggregate principal amount at
any time outstanding not to exceed $10,000,000.

"Swing Line Facility" shall mean the credit facility
described in Section 2.08.

"Swing Line Lender" shall mean Wachovia or any successor
Lender extending to Borrower the Swing Line Commitment hereunder.

"Swing Line Loans" shall mean, collectively, the loans made
to Borrower by the Swing Line Lender pursuant to Section 2.08.

"Swing Line Note" shall mean the promissory note evidencing
the Swing Line Loans substantially in the form of Exhibit C and duly completed
in accordance with the terms hereof.

"Swing Rate" shall mean the rate of interest specified by
the Swing Line Lender to Borrower as being applicable to a Swing Line Loan
requested by Borrower pursuant to Section 2.08(c).

"Swing Rate Advance" shall mean an Advance made or
outstanding as a Swing Line Loan bearing interest based on the Swing Rate as
provided in Section 3.02.

"Swing Rate Quote" shall mean an offer by the Swing Line
Lender to make a Swing Line Loan to Borrower at the Swing Rate specified
therein for the interest period to be applicable to the Swing Line Loan as
specified therein, pursuant to Section 2.08(c).

"Syndicated Advance" shall mean a Borrowing pursuant to
Section 2.02 consisting of the aggregate amount of Syndicated Loans made by the
Syndicated Lenders to Borrower at the same time, on the same interest rate
basis and, if made as a Eurodollar Advance, for the same Interest Period.

"Syndicated Borrowing" shall mean a Borrowing consisting or
to consist of a Syndicated Advance.

17
<PAGE> 24

"Syndicated Facility" shall mean the credit facility made
available by the Syndicated Lenders to Borrower as described in Section
2.02(a).

"Syndicated Lenders" shall mean, collectively, the Lenders
extending the Syndicated Loan Commitments to Borrower pursuant to Section
2.02(a).

"Syndicated Loan Commitments" shall mean, at any time for
any Syndicated Lender, the amount of such commitment set forth opposite such
Syndicated Lender's name on the signature pages of this Agreement, as the same
may be increased or decreased from time to time as a result of any reduction
thereof pursuant to Section 2.04, any assignment thereof pursuant to Section
10.06, or any amendment thereof pursuant to Section 10.02.

"Syndicated Loans" shall mean, collectively, the loans made
to Borrower by the Syndicated Lenders pursuant to Section 2.02.

"Syndicated Notes" shall mean, collectively, the promissory
notes evidencing the Syndicated Loans in the form attached hereto as Exhibit A
duly completed in accordance with the terms hereof, either as originally
executed or as hereafter amended, modified or substituted.

"Tax Code" shall mean the Internal Revenue Code of 1986, as
amended and in effect from time to time.

"Taxes" shall mean any present or future taxes, levies,
imposts, duties, fees, assessments, deductions, withholdings or other charges
of whatever nature, including without limitation, income, receipts, excise,
property, sales, transfer, license, payroll, withholding, social security and
franchise taxes now or hereafter imposed or levied by the United States, or any
state, local or foreign government or by any department, agency or other
political subdivision or taxing authority thereof or therein and all interest,
penalties, additions to tax and similar liabilities with respect thereto.

"Telerate" shall mean, when used in connection with any
designated page and LIBOR, the display page so designated on the Dow Jones
Telerate Service (or such other page as may replace that page on that service
for the purpose of displaying rates comparable to LIBOR).

"Total Assets" shall mean the total assets of the
Consolidated Companies, determined in accordance with GAAP.

"Type" of Borrowing shall mean a Borrowing consisting of
Base Rate Advances, Eurodollar Advances, Bid Rate Advances and Swing Rate
Advances.

SECTION 1.02. ACCOUNTING TERMS AND DETERMINATION. Unless
otherwise defined or specified herein, all accounting terms shall be construed
herein, all accounting determinations hereunder shall be made, all financial
statements required to be delivered

<PAGE> 25

hereunder shall be prepared, and all financial records shall be
maintained in accordance with, GAAP, except that financial records of Foreign
Subsidiaries may be maintained in accordance with generally accepted accounting
principles in effect from time to time in the jurisdiction of organization of
such Foreign Subsidiary; provided, however, that compliance with the financial
covenants and calculations set forth in Section 6.08, Article VII and elsewhere
herein, and in the definitions used in such covenants and calculations, shall
be calculated, made and applied in accordance with GAAP and such generally
accepted accounting principles in such foreign jurisdictions, as the case may
be, as in effect on the date of this Agreement applied on a basis consistent
with the preparation of the financial statements referred to in Section 5.14
unless and until Borrower and the Required Lenders enter into an agreement with
respect thereto in accordance with Section 10.13.

SECTION 1.03. OTHER DEFINITIONAL TERMS. The words
"hereof", "herein" and "hereunder" and words of similar import when used in
this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Article, Section, Schedule, Exhibit
and like references are to this Agreement unless otherwise specified. Any of
the terms defined in Section 1.01 may, unless the context otherwise requires,
be used in the singular or the plural depending on the reference.

SECTION 1.04. EXHIBITS AND SCHEDULES. All Exhibits and
Schedules attached hereto are by reference made a part hereof.

ARTICLE II.

SYNDICATED LOANS, BID RATE LOANS AND SWING LINE LOANS

SECTION 2.01. DESCRIPTION OF REVOLVING CREDIT FACILITIES;
USE OF PROCEEDS.

(a) Subject to and upon the terms and conditions
herein set forth, (i) the Syndicated Lenders hereby establish in favor of
Borrower a revolving credit facility pursuant to which such Syndicated Lenders
agree to make Syndicated Loans to Borrower in accordance with Section 2.02,
(ii) each Syndicated Lender may, in its sole discretion, submit bids to make
Bid Rate Loans to Borrower in accordance with Section 2.07 and (iii) the Swing
Line Lender hereby establishes in favor of Borrower a swing line credit
facility pursuant to which the Swing Line Lender agrees to make Swing Line
Loans to Borrower in accordance with Section 2.08 provided, however, that (i)
in no event may the aggregate principal amount of all outstanding Loans exceed
at any time the total Syndicated Loan Commitments from time to time in effect
and (ii) in no event shall the outstanding principal amount of the Syndicated
Loans of each Syndicated Lender exceed each Syndicated Lender's Pro Rata Share
of the Syndicated Loan Commitments.

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<PAGE> 26

(b) The proceeds of the Syndicated Loans, the Bid Rate
Loans and the Swing Line Loans shall be used as working capital and for other
general corporate purposes of Borrower and its Consolidated Subsidiaries,
including without limitation, acquisitions of the assets of, or the Capital
Stock of, any other Person.

(c) At no time shall the number of outstanding
Borrowings comprised of Eurodollar Advances and Bid Rate Advances exceed eight.

SECTION 2.02. SYNDICATED LOANS.

(a) Subject to and upon the terms and conditions
herein set forth (including the limitation set forth in Section 2.01), each
Syndicated Lender severally agrees to make to Borrower, from time to time on
and after the Closing Date, but prior to the Maturity Date, Syndicated Loans in
an aggregate principal amount outstanding at any time not to exceed an amount
equal to such Syndicated Lender's Syndicated Loan Commitment. For purposes of
calculating the amount of allowable Syndicated Loans, Bid Rate Loans shall not
be included, provided the total principal amount of all Loans which may be made
hereunder shall not exceed $250,000,000.00. Borrower shall be entitled to
repay and reborrow Syndicated Loans in accordance with the provisions, and
subject to the limitations, set forth herein (including the limitation set
forth in Section 2.01).

(b) Each Syndicated Loan shall, at the option of
Borrower, be made or continued as, or converted into, part of one or more
Borrowings that shall consist entirely of Base Rate Advances or Eurodollar
Advances. The aggregate principal amount of each Borrowing of Syndicated Loans
shall be not less than $5,000,000 or a greater integral multiple of $500,000,
provided that each Borrowing of Syndicated Loans comprised of Base Rate
Advances shall be not less than $1,000,000 or a greater integral multiple of
$100,000.

SECTION 2.03. SYNDICATED NOTES; REPAYMENT OF PRINCIPAL.

(a) Borrower's obligations to pay the principal of,
and interest on, the Syndicated Loans to each Syndicated Lender shall be
evidenced by the records of the Administrative Agent and such Lender and by the
Syndicated Note payable to such Lender (or the assignor of such Lender)
completed in conformity with this Agreement.

(b) All outstanding principal amounts under the
Syndicated Loan Commitments shall be due and payable in full on the Maturity
Date.

SECTION 2.04. VOLUNTARY REDUCTION OF SYNDICATED LOAN
COMMITMENTS. Upon at least three (3) Business Days' prior written notice
(promptly confirmed in writing) to the Administrative Agent, Borrower shall
have the right, without premium or penalty, to terminate the unutilized
Syndicated Loan Commitments, in part or in whole, provided that (i) any such
termination shall apply to proportionately and permanently reduce the
Syndicated Loan

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<PAGE> 27

Commitments of each of the Syndicated Lenders, and (ii) any partial termination
pursuant to this Section 2.03 shall be in an amount of at least $5,000,000 and
integral multiples of $1,000,000. Any portion of the Syndicated Loan
Commitments terminated pursuant to this Section 2.04 may not be reinstated.

SECTION 2.05. INCREASE OF SYNDICATED LOAN COMMITMENTS.

(a) Borrower may, at any time by written notice to the
Syndicated Lenders, request that the Syndicated Loan Commitments be increased
up to an amount not to exceed $300,000,000 in the aggregate (the "Requested
Commitment Amount") on a pro rata basis based on the Pro Rata Shares of the
Syndicated Lenders. No Syndicated Lender (or any successor thereto) shall have
any obligation to increase its Syndicated Loan Commitment or its other
obligations under this Agreement and the other Credit Documents, and any
decision by a Syndicated Lender to increase its Syndicated Loan Commitment
shall be made in its sole discretion independently from any other Syndicated
Lender or the Agents. Within fifteen (15) Business Days from each Syndicated
Lender's receipt of such request from the Borrower, each Syndicated Lender
shall notify the Documentation Agent in writing of whether or not it will agree
to increase its Syndicated Loan Commitment and by what amount it will agree to
increase its Syndicated Loan Commitment, up to its Pro Rata Share of the
Requested Commitment Amount. Decisions to increase a Syndicated Loan
Commitment must be affirmatively communicated in writing and shall not be
presumed based upon a failure to respond to Borrower's request.

(b) In the event that the aggregate amount to which
the Syndicated Lenders are willing to increase their Syndicated Loan
Commitments is less than the Requested Commitment Amount based on the written
notices delivered by the Syndicated Lenders to the Documentation Agent, the
Documentation Agent shall first offer to the Syndicated Lenders who have agreed
to increase their Syndicated Loan Commitments the opportunity to further
increase their Syndicated Loan Commitments up to an amount equal to the
Requested Commitment Amount. Such Syndicated Lenders shall promptly respond
in writing to the Documentation Agent of whether or not it will agree to
further increase its Syndicated Loan Commitment and by what amount it will
agree to further increase its Syndicated Loan Commitment. Within five (5)
Business Days after receipt of all responses from such Syndicated Lenders, the
Documentation Agent shall inform the Borrower and all Syndicated Lenders in
writing of the amount by which each Syndicated Lender will increase its
Syndicated Loan Commitment.

(c) In the event that the aggregate amount to which
the Syndicated Lenders are willing to increase their Syndicated Loan
Commitments is less than the Requested Commitment Amount based on the notice
from the Documentation Agent to the Borrower and all Syndicated Lenders, the
Borrower shall have the right, within sixty days (60) after receipt of such
notice from the Documentation Agent, to obtain commitments from new banks or
financial institutions in an aggregate amount such that the existing Syndicated
Loan Commitments, plus

<PAGE> 28

the aggregate principal amount by which the Syndicated Lenders are willing to
increase their Syndicated Loan Commitments, plus the aggregate principal amount
of the new commitments by the new banks or financial institutions does not
exceed the Requested Commitment Amount; provided, however, that (1) the new
banks or financial institutions must be acceptable to the Agents in their sole
discretion, which acceptance will not be unreasonably withheld or delayed, and
(2) the new banks or financial institutions must become parties to this
Agreement pursuant to a joinder agreement in form and substance satisfactory to
the Agents and the Required Lenders, pursuant to which (x) they shall be
granted all of the rights that existing Lenders have under this Agreement and
the other Credit Documents and (y) they shall assume the same liabilities and
obligations that the existing Lenders have under this Agreement.

SECTION 2.06. SYNDICATED LOAN FUNDING NOTICES.

(a) Whenever Borrower desires to obtain a Syndicated
Loan with respect to the Syndicated Loan Commitments (other than one resulting
from a conversion or continuation pursuant to Section 2.06(b)), it shall give
the Administrative Agent prior written notice (or telephonic notice promptly
confirmed in writing) of such Borrowing (a "Notice of Borrowing"), such Notice
of Borrowing to be given prior to 11:00 AM (Atlanta, Georgia time) at its
Payment Office (x) three Eurodollar Business Days prior to the requested date
of such Borrowing in the case of Eurodollar Advances, and (y) on the date of
such Borrowing (which shall be a Business Day) in the case of a Borrowing
consisting of Base Rate Advances. Notices received after 11:00 AM shall be
deemed received on the next Business Day. Each Notice of Borrowing shall be
irrevocable and shall specify the aggregate principal amount of the Borrowing,
the date of Borrowing (which shall be a Business Day), and whether the
Borrowing is to consist of Base Rate Advances or Eurodollar Advances and (in
the case of Eurodollar Advances) the interest period to be applicable thereto.

(b) Whenever Borrower desires to convert all or a
portion of an outstanding Borrowing under the Syndicated Loan Commitments,
consisting of Base Rate Advances into one or more Borrowings consisting of
Eurodollar Advances, or to continue outstanding a Borrowing consisting of
Eurodollar Advances for a new Interest Period, it shall give the Administrative
Agent at least three Eurodollar Business Days' prior written notice (or
telephonic notice promptly confirmed in writing) of each such Borrowing to be
converted into or continued as Eurodollar Advances. Such notice (a "Notice of
Conversion/Continuation") shall be given prior to 11:00 AM (Atlanta, Georgia
time) on the date specified at the Payment Office of the Administrative Agent.
Each such Notice of Conversion/Continuation shall be irrevocable and shall
specify the aggregate principal amount of the Advances to be converted or
continued, the date of such conversion or continuation, whether the Advances
are being converted into or continued as Eurodollar Advances and the Interest
Period applicable thereto. If, upon the expiration of any Interest Period in
respect of any Borrowing, Borrower shall have failed to deliver the Notice of
Conversion/Continuation, Borrower shall be deemed to have elected to convert or
continue such Borrowing to a Borrowing consisting of Base Rate Advances. So
long as any Default or Event of Default shall have occurred and be continuing,
no Borrowing may be converted into or continued

<PAGE> 29

as (upon expiration of the current Interest Period) Eurodollar Advances unless
the Administrative Agent and each of the Syndicated Lenders shall have
otherwise consented in writing. No conversion of any Borrowing of Eurodollar
Advances shall be permitted except on the last day of the Interest Period in
respect thereof.

(c) Without in any way limiting Borrower's obligation
to confirm in writing any telephonic notice, the Administrative Agent may act
without liability upon the basis of telephonic notice believed by the
Administrative Agent in good faith to be from Borrower prior to receipt of
written confirmation. In each such case, Borrower hereby waives the right to
dispute the Administrative Agent's records of the terms of such telephonic
notice, absent manifest error.

(d) The Administrative Agent shall promptly give each
Syndicated Lender notice by telephone (confirmed in writing) or by telex,
telecopy or facsimile transmission of the matters covered by the notices given
to the Administrative Agent pursuant to this Section 2.06 with respect to the
Syndicated Loan Commitments.

SECTION 2.07. BID RATE LOANS. Subject to and upon the
terms and conditions herein set forth (including the limitation set forth in
Section 2.01), Borrower may request, and each Syndicated Lender, in its sole
discretion, may agree to make, Bid Rate Advances in accordance with the
following procedure:

(a) In order to request Bid Rate Bids, Borrower shall
telecopy to the Administrative Agent a duly completed Bid Request in the form
of Exhibit D attached hereto (which may request not more than three Bid Rate
Bids), to be received by the Administrative Agent not later than 11:00 A.M.
(Atlanta, Georgia time) at least one Business Day prior to the Business Day of
the proposed Bid Rate Loan or Loans; provided that, such Bid Request shall not
be deemed to have been received by the Administrative Agent in a timely manner
unless Borrower shall also have notified the Administrative Agent by telephone
(excluding voice mail notification) of such Bid Request by the time specified
above. A Bid Request that does not conform substantially to the format of
Exhibit D may be rejected in the Administrative Agent's sole discretion, and
the Administrative Agent shall notify Borrower of such rejection by telecopy
not later than 12:00 Noon (Atlanta, Georgia time) on the date of receipt. Such
request shall in each case refer to this Agreement and specify (i) the date of
such Borrowing or Borrowings (which shall be a Business Day) and (ii) the
aggregate principal amount thereof which shall be in a minimum principal amount
of $5,000,000 and in an integral multiple of $1,000,000, and (iii) the Interest
Period with respect thereto. Promptly after its receipt of a Bid Request that
is not rejected as aforesaid, the Administrative Agent shall invite by telecopy
(substantially in the form set forth in Exhibit E attached hereto) the
Syndicated Lenders to bid, on the terms and conditions of this Agreement, to
make Bid Rate Advances pursuant to the Bid Request.

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<PAGE> 30

(b) Each Syndicated Lender may, in its sole
discretion, make one or more Bid Rate Bids (but not more than three) to
Borrower responsive to a Bid Request. Each Bid Rate Bid by a Syndicated Lender
must be received by the Administrative Agent via telecopy, substantially in the
form of Exhibit F attached hereto, not later than 10:00 A.M. (Atlanta, Georgia
time) on the Business Day of the proposed Bid Rate Loan. Multiple bids (not to
exceed three per Syndicated Lender) will be accepted by the Administrative
Agent. Bid Rate Bids that do not conform substantially to the format of
Exhibit F may be rejected by the Administrative Agent acting in consultation
with Borrower, and the Administrative Agent shall notify the Syndicated Lender
making such nonconforming bid of such rejection as soon as practicable. Each
Bid Rate Bid shall refer to this Agreement and specify (i) the principal amount
(which shall be in a minimum principal amount of $5,000,000 and in an integral
multiple of $1,000,000 and which may equal the entire principal amount of the
Bid Rate Loan requested by Borrower) of the Bid Rate Advance or Advances that
the Syndicated Lender is willing to make to Borrower, (ii) the Bid Rate or
Rates at which the Syndicated Lender is prepared to make the Bid Rate Advance
or Advances, and (iii) the Interest Period and the last day thereof. If any
Syndicated Lender shall elect not to make a Bid Rate Bid, such Syndicated
Lender shall so notify the Administrative Agent via telecopy by the time
specified above for submitting a Bid Rate Bid; provided, however, that failure
by any Syndicated Lender to give such notice shall not cause such Syndicated
Lender to be obligated to make any Bid Rate Advance as part of such Bid Rate
Loan. A Bid Rate Bid submitted by a Syndicated Lender pursuant to this
paragraph (b) shall be irrevocable (absent manifest error).

(c) The Administrative Agent shall promptly notify
Borrower by telecopy of all the Bid Rate Bids made, the Bid Rate and the
principal amount of each Bid Rate Advance in respect of which a Bid Rate Bid
was made and the identity of the Syndicated Lender that made each bid. The
Administrative Agent shall send a copy of all Bid Rate Bids to Borrower for its
records as soon as practicable after completion of the bidding process set
forth in this Section 2.07.

(d) Borrower may, in its sole and absolute discretion,
subject only to the provisions of this paragraph (d), accept or reject any Bid
Rate Bid referred to in paragraph (c) above. Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopy in the form of a
Reject Letter, whether and to what extent it has decided to accept or reject
any of or all the bids referred to in paragraph (c) above not later than 11:00
A.M. (Atlanta, Georgia time) on the Business Day of the proposed Bid Rate
Loan; provided, however, that (i) the failure by Borrower to give such notice
shall be deemed to be a rejection of all the bids referred to in paragraph (c)
above, (ii) Borrower shall not accept a bid made at a particular Bid Rate if
Borrower has decided to reject a bid made at a lower Bid Rate, and if two or
more Syndicated Lenders have bid the same Bid Rate, the Borrower shall accept
all bids made at such Bid Rate, subject to allocation on a pro rata basis, if
necessary, pursuant to clause (iv) below, (iii) the aggregate amount of the Bid
Rate Bids accepted by Borrower shall not exceed the principal amount specified
in the Bid Request, (iv) if Borrower shall accept a bid or bids made at a
particular Bid Rate but the amount of such bid or bids shall cause the total
amount of bids to be accepted by

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<PAGE> 31

Borrower to exceed the amount specified in the Bid Request, then Borrower shall
accept a portion of such bid or bids in an amount equal to the amount specified
in the Bid Request less the amount of all other Bid Rate Bids accepted with
respect to such Bid Request, which acceptance, in the case of multiple bids at
the same Bid Rate, shall be made pro rata in accordance with the amount of each
such bid at such Bid Rate, and (v) except pursuant to clause (iv) above, no bid
shall be accepted for a Bid Rate Loan unless such Bid Rate Loan is in a minimum
principal amount of $5,000,000 and an integral multiple of $1,000,000; provided
further, however, that if a Bid Loan must be in an amount less than $5,000,000
because of the provisions of clause (iv) above, such Bid Loan may be for a
minimum of $1,000,000 or any integral multiple thereof, and in calculating the
pro rata allocation of acceptances of portions of multiple bids at a particular
Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral
multiples of $1,000,000 in a manner which shall be in the discretion of
Borrower. A notice given by Borrower pursuant to this paragraph (d) shall be
irrevocable.

(e) The Administrative Agent shall promptly notify
each bidding Syndicated Lender whether or not its Bid Rate Bid has been
accepted (and if so, in what amount and at what Bid Rate) and shall notify each
Syndicated Lender as to the amount, Interest Period and Bid Rate of each Bid
Rate Bid accepted by Borrower by telecopy sent by the Administrative Agent, and
each successful bidder will thereupon become bound, subject to the other
applicable conditions hereof, to make the Bid Rate Loan in respect of which its
bid has been accepted by noon on the day of the acceptance of the Bid Rate Bid.

(f) Borrower shall not submit a Bid Request more than
twice in any seven day period.

(g) If the Administrative Agent shall elect to submit
a Bid Rate Bid in its capacity as a Syndicated Lender, it shall submit such bid
directly to Borrower one half of an hour earlier than the earliest time at
which the other Syndicated Lenders are required to submit their bids to the
Administrative Agent pursuant to paragraph (b) above.

(h) The Bid Rate Advances of each Syndicated Lender
shall be evidenced by its Bid Facility Note and shall be due and payable in
full on the Maturity Date unless sooner accelerated pursuant to Article VIII
hereof.

SECTION 2.08. SWING LINE LOANS.

(a) Subject to and upon the terms and conditions
herein set forth (including the limitation set forth in Section 2.01), the
Swing Line Lender agrees to make to Borrower, from time to time prior to the
Maturity Date, Swing Line Loans for periods of up to ninety (90) days in an
aggregate principal amount outstanding at any time not to exceed the Swing Line
Commitment then in effect. Borrower shall be entitled to repay and reborrow
Swing Line Loans

25
<PAGE> 32

in accordance with the provisions, and subject to the limitations, set forth
herein (including the limitation set forth in Section 2.01).

(b) Each Swing Line Loan shall be made as a Swing
Rate Advance.

(c) Whenever Borrower desires to make a Swing Line
Borrowing, it shall give the Swing Line Lender (with a copy to the
Administrative Agent, unless the Administrative Agent is also the Swing Line
Lender) prior written notice (or telephonic notice promptly confirmed in
writing) of such Swing Line Borrowing (each a "Swing Line Borrowing Notice")
prior to 11:00 a.m. (Atlanta, Georgia time) on the date of such Swing Line
Borrowing. Each Swing Line Borrowing Notice shall specify the aggregate
principal amount of the Swing Line Borrowing, the date of such Swing Line
Borrowing (which shall be a Business Day) and the interest period to be
applicable thereto. Prior to 12:00 noon (Atlanta, Georgia time) on such date,
the Swing Line Lender shall furnish Borrower (with a copy to the Administrative
Agent, unless the Administrative Agent is also the Swing Line Lender) with a
quotation of the interest rate being offered with respect to such Swing Line
Borrowing (the "Swing Rate Quote") by telephone (promptly confirmed in writing)
or by facsimile transmission. Borrower shall immediately inform the Swing Line
Lender (with a copy to the Administrative Agent, unless the Administrative
Agent is also the Swing Line Lender) of its decision as to whether to accept
the Swing Rate Quote and to confirm the Swing Line Borrowing (which may be done
by telephone, promptly confirmed in writing, and which decision shall be
irrevocable).

(d) Borrower's obligations to pay the principal of,
and interest on, the Swing Line Loans shall be evidenced by the records of the
Administrative Agent and the Swing Line Lender and by the Swing Line Note
payable to the Swing Line Lender (or the assignor of such Swing Line Lender)
completed in conformity with this Agreement.

(e) The outstanding principal amount under each Swing
Line Loan shall be due and payable in full on the Maturity Date.

(f) At any time on the request of the Swing Line
Lender, each Syndicated Lender other than the Swing Line Lender shall purchase
a participating interest in all outstanding Swing Line Loans in an amount equal
to its Pro Rata Share (based upon on its respective Syndicated Loan Commitment)
of such Swing Line Loans, and the Swing Line Lender shall furnish each
Syndicated Lender with a certificate evidencing such participating interest.
Such purchase shall be made on the third Business Day after such request is
made; provided, however, that unless an Event of Default has occurred and is
continuing on the date such request is made, the purchase of a participating
interest in any Swing Line Loan outstanding as a Swing Rate Advance shall not
be required to be made until the expiration of the current interest period in
effect for such Swing Line Loan. On the date of such required purchase, each
Syndicated Lender will immediately transfer to the Swing Line Lender, in
immediately available funds, the amount of its participation. Whenever, at any
time after the Swing Line Lender has received from any such Syndicated Lender
the funds for its participating interest in a Swing Line Loan, the

26
<PAGE> 33

Administrative Agent receives any payment on account thereof, the
Administrative Agent will distribute to such Syndicated Lender its
participating interest in such amount (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Syndicated
Lender's participating interest was outstanding and funded); provided, however,
that if such payment received by the Administrative Agent is required to be
returned, such Syndicated Lender will return to the Administrative Agent any
portion thereof previously distributed by the Administrative Agent to it. Each
Syndicated Lender's obligation to purchase such participating interests shall
be absolute and unconditional and shall not be affected by any circumstance,
including without limitation (i) any setoff, counterclaim, recoupment, defense
or other right that such Syndicated Lender or any other Person may have against
the Swing Line Lender requesting such purchase or any other Person for any
reason whatsoever, (ii) the occurrence or continuation of a Default or an Event
of Default or the termination of any of the Commitments, (iii) any adverse
change in the condition (financial or otherwise) of Borrower, any of its
Consolidated Subsidiaries, or any other Person, (iv) any breach of this
Agreement by Borrower, any other Borrower, or any other Lender, or (v) any
other circumstance, happening or event whatsoever, whether or not similar to
any of the foregoing; provided, however, that no such obligation shall exist
(A) to the extent that the aggregate Swing Line Loans were advanced in excess
of the Swing Line Commitment then in effect, or in excess of the limitation set
forth in Section 2.01, or (B) with respect to any Swing Line Loan where the
Swing Line Lender actually advanced to Borrower net proceeds from the Swing
Line Loan (and therefore was not refunding a previous Swing Line Loan) at a
time when (x) the Swing Line Lender had actual knowledge that an Event of
Default had occurred and then existed, and (y) the Required Lenders had not
agreed to waive such Event of Default for purposes of funding such Swing Line
Loan.

ARTICLE III.

GENERAL LOAN TERMS

SECTION 3.01. DISBURSEMENT OF FUNDS.

(a) No later than 12:00 Noon (Atlanta, Georgia time)
on the date of each Syndicated Loan pursuant to the Syndicated Loan Commitments
(other than one resulting from a conversion or continuation pursuant to Section
2.06(b)), each Lender will make available its Pro Rata Share of such Syndicated
Loan in immediately available funds at the Payment Office of the Administrative
Agent. The Administrative Agent will make available to Borrower the aggregate
of the amounts (if any) so made available by the Syndicated Lenders to the
Administrative Agent no later than 2:00 P.M. (Atlanta, Georgia time) by
crediting such amounts to Borrower's demand deposit account maintained with the
Administrative Agent or at Borrower's option, effecting a wire transfer of such
amounts to an account specified by Borrower, by the close of business on such
Business Day. In the event that the Syndicated Lenders do not make such
amounts available to the Administrative Agent by the time prescribed above, but
such amount is received

27
<PAGE> 34

later that day, such amount may be credited to Borrower in
the manner described in the preceding sentence on the next Business Day (with
interest on such amount to begin accruing hereunder on such next Business Day).

(b) No later than 12:00 Noon (Atlanta, Georgia time)
on the date of each Bid Rate Loan, the Syndicated Lenders participating in such
Bid Rate Loan will make available the amount of its Bid Rate Advance in
immediately available funds at the Payment Office of the Administrative Agent
on the date of such Bid Rate Loan. The Administrative Agent will make
available to Borrower the aggregate of the amounts (if any) so made available
by the Syndicated Lenders to the Administrative Agent no later than 2:00 P.M.
(Atlanta, Georgia time) by crediting such amounts to Borrower's demand deposit
account maintained with the Administrative Agent or at Borrower's option,
effecting a wire transfer of such amounts to an account specified by Borrower,
by the close of business on such Business Day. In the event that the
Syndicated Lenders do not make such amounts available to the Administrative
Agent by the time prescribed above, but such amount is received later that day,
such amount may be credited to Borrower in the manner described in the
preceding sentence on the next Business Day (with interest on such amount to
begin accruing hereunder on such next Business Day).

(c) No later than 2:00 p.m. (Atlanta, Georgia time) on
the date of each Swing Line Loan, the Swing Line Lender will make available the
principal amount of the Swing Line Loan available to Borrower by crediting such
amount to Borrower's demand deposit account maintained with the Swing Line
Lender.

(d) Unless the Administrative Agent shall have been
notified by any Syndicated Lender prior to the date of a Syndicated Loan
Borrowing or a Bid Rate Borrowing that such Lender does not intend to make
available to the Administrative Agent such Lender's portion of such Borrowing
to be made on such date, the Administrative Agent may assume that such Lender
has made such amount available to the Administrative Agent on such date and the
Administrative Agent may make available to Borrower a corresponding amount. If
such corresponding amount is not in fact made available to the Administrative
Agent by such Lender on the date of such Borrowing, the Administrative Agent
shall be entitled to recover such corresponding amount on demand from such
Lender together with interest at the Federal Funds Rate. If such Lender does
not pay such corresponding amount forthwith upon the Administrative Agent's
demand therefor, the Administrative Agent shall promptly notify Borrower, and
Borrower shall immediately pay such corresponding amount to the Administrative
Agent together with interest at the rate specified for such Borrowing. Nothing
in this subsection shall be deemed to relieve any Syndicated Lender from its
obligation to fund its Syndicated Loan Commitment or Bid Rate Loans hereunder
or to prejudice any rights which Borrower may have against any Syndicated
Lender as a result of any default by such Lender hereunder.

(e) All Syndicated Loans under the Syndicated Loan
Commitments shall be loaned by the Lenders on the basis of their Pro Rata Share
of the Syndicated Loan Commitments. All Bid Rate Loans shall be loaned by the
Syndicated Lenders participating therein in accordance

<PAGE> 35

with their respective pro rata shares thereof as determined in accordance
with Section 2.07 with respect to each Bid Rate Loan. All Swing Line Loans
shall be loaned by the Swing Line Lender in accordance with Section 2.08. No
Lender shall be responsible for any default by any other Lender in its
obligations hereunder, and each Lender shall be obligated to make the Loans
provided to be made by it hereunder, regardless of the failure of any other
Lender to fund its Commitments or Bid Rate Loans hereunder.

SECTION 3.02. INTEREST.

(a) Borrower agrees to pay interest in respect of all
unpaid principal amounts of Syndicated Loans from the respective dates such
principal amounts were advanced to maturity (whether by acceleration, notice of
prepayment or otherwise) at rates per annum equal to the applicable rates
indicated below:

(i) For Base Rate Advances--The Base Rate in
effect from time to time;

(ii) For Eurodollar Advances--The relevant LIBOR
plus the Applicable Margin; or

(b) Borrower agrees to pay interest in respect of all
unpaid principal amounts of the Bid Rate Loans made to Borrower from the
respective dates such principal amounts were advanced to maturity (whether by
acceleration, notice of prepayment or otherwise) at the Bid Rate established
for such Loan pursuant to Section 2.07;

(c) Borrower agrees to pay interest in respect of all
unpaid principal amounts of the Swing Line Loans made to Borrower from the
respective dates such principal amounts were advanced to maturity (whether by
acceleration, notice of prepayment or otherwise) at the Swing Rate established
for such Loan pursuant to Section 2.08;

(d) Overdue principal and, to the extent not
prohibited by applicable law, overdue interest, in respect of the Loans, and
all other overdue amounts owing hereunder, shall bear interest from each date
that such amounts are overdue:

(i) in the case of overdue principal and interest
with respect to all Loans outstanding as Eurodollar Advances and Bid
Rate Advances, at the rate otherwise applicable for the then-current
Interest Period plus an additional two percent (2.0%) per annum;
thereafter at the rate in effect for Base Rate Advances plus
an additional two percent (2.0%) per annum; and

(ii) in the case of overdue principal and interest
with respect to all other Loans outstanding as Base Rate Advances and
Swing Rate Advances, and all other

<PAGE> 36

Obligations hereunder (other than Loans), at a rate equal to the
applicable Base Rate plus an additional two percent (2.0%) per annum;

(e) Interest on each Loan shall accrue from and
including the date of such Loan to but excluding the date of any repayment
thereof; provided that, if a Loan is repaid on the same day made, one day's
interest shall be paid on such Loan. Interest on all Base Rate Advances and
Swing Rate Advances shall be payable quarterly in arrears on the last calendar
day of each calendar quarter in each year. Interest on all outstanding
Eurodollar Advances and Bid Rate Advances shall be payable on the last day of
each Interest Period applicable thereto, and, in the case of Interest Periods
in excess of three months (in the case of Eurodollar Advances), on each day
which occurs every 3 months, as the case may be, after the initial date of such
Interest Period. Interest on all Loans shall be payable on any conversion of
any Advances comprising such Loans into Advances of another Type, prepayment
(on the amount prepaid), at maturity (whether by acceleration, notice of
prepayment or otherwise) and, after maturity, on demand; and

(f) The Administrative Agent, upon determining LIBOR
for any Interest Period, shall promptly notify by telephone (confirmed in
writing) or in writing Borrower and the other Syndicated Lenders. Any such
determination shall, absent manifest error, be final, conclusive and binding
for all purposes.

SECTION 3.03. INTEREST PERIODS.

(a) In connection with the making or continuation of,
or conversion into, each Borrowing of Eurodollar Advances, Borrower shall
select an Interest Period to be applicable to such Eurodollar Advances, which
Interest Period shall be either a 1, 2, 3 or 6 month period.

(b) In connection with the making of each Bid Rate
Loan, Borrower shall request an Interest Period to be applicable thereto, which
Interest Period shall be for a minimum of seven (7) days and a maximum of one
hundred eighty (180) days, which request may be accepted or rejected by the
Lenders as provided in Section 2.07 hereof.

(i) The initial Interest Period for any Borrowing
of Eurodollar Advances shall commence on the date of such Borrowing
(including the date of any conversion from a Borrowing consisting of
Base Rate Advances) and each Interest Period occurring thereafter in
respect of a continuation of such Borrowing shall commence on the day
on which the immediately preceding Interest Period expires;

(ii) If any Interest Period would otherwise
expire on a day which is not a Business Day, such Interest Period
shall expire on the next succeeding Business Day, provided that if
any Interest Period in respect of Eurodollar Advances would otherwise
expire on a day that is not a Business Day but is a day of the month
after which no further

<PAGE> 37

Business Day occurs in such month, such Interest Period shall expire
on the next preceding Business Day;

(iii) Any Interest Period in respect of
Eurodollar Advances which begins on a day for which there is no
numerically corresponding day in the calendar month at the end of such
Interest Period shall, subject to part (iv) below, expire on the last
Business Day of such calendar month; and

(iv) No Interest Period with respect to the Loans
shall extend beyond the Maturity Date.

SECTION 3.04. FEES.

(a) Borrower shall pay to the Administrative Agent,
for the account of and distribution of the respective Pro Rata Share to each
Lender (subject to the last sentence hereof), a facility fee (the "Facility
Fee") for the period commencing on the Closing Date to and including the
Maturity Date, computed at a rate equal to the Applicable Commitment Percentage
per annum multiplied by the aggregate principal amount of the Syndicated Loan
Commitments of the Lenders, such fee being payable quarterly in arrears on the
date which is five days following the last day of each fiscal quarter of
Borrower and on the Maturity Date.

(b) On the Closing Date and on each anniversary of the
Closing Date prior to the Maturity Date, Borrower shall pay to the
Administrative Agent and the Documentation Agent such fees for their respective
services in the respective amounts as previously agreed in writing by Borrower
with the Administrative Agent and the Documentation Agent, respectively.

SECTION 3.05. VOLUNTARY PREPAYMENTS OF BORROWINGS.

(a) Borrower may, at its option, prepay Borrowings,
other than Bid Rate Loans, at any time in whole, or from time to time in part,
in amounts aggregating $1,000,000 or any greater integral multiple of $100,000,
by paying the principal amount to be prepaid together with interest accrued and
unpaid thereon to the date of prepayment, together with, in the case of
Eurodollar Advances and Bid Rate Advances, all compensation payments pursuant
to Section 3.11 if such prepayment is made on a date other than the last day of
the Interest Period applicable thereto. Each such optional prepayment shall be
applied in accordance with Section 3.05(c) below. Bid Rate Loans may not be
prepaid by Borrower without the written concurrence of the Lender holding the
Bid Rate Loan sought to be prepaid.

(b) Borrower shall give written notice (or telephonic
notice confirmed in writing) to the Administrative Agent of any intended
prepayment of the Loans not less than two Business Days prior to any prepayment
of Borrowings. Such notice, once given, shall be irrevocable. Upon receipt of
such notice of prepayment, the Administrative Agent shall promptly

<PAGE> 38

notify each Lender of the contents of such notice and of such Lender's
share of such prepayment (provided that notices of prepayments of Bid Rate
Loans shall only be given to the Lenders participating therein).

(c) Borrower, when providing notice of prepayment
pursuant to Section 3.05(b), may designate the Types of Advances and the
specific Borrowing or Borrowings which are to be prepaid provided that each
prepayment made pursuant to a single Borrowing shall be applied pro rata among
the Advances comprising such Borrowing. In the absence of a designation by
Borrower, the Administrative Agent shall, subject to the foregoing, make such
designation in its sole discretion. All voluntary prepayments shall be applied
to the payment of interest on the Borrowings prepaid before application to
principal.

SECTION 3.06. PAYMENTS, ETC.

(a) Except as otherwise specifically provided herein,
all payments under this Agreement and the other Credit Documents, other than
the payments specified in clause (ii) below, shall be made without defense,
set-off or counterclaim to the Administrative Agent not later than 12:00 Noon
(Atlanta, Georgia time) on the date when due and shall be made in Dollars in
immediately available funds at its Payment Office.

(b) (i) All such payments shall be made free and
clear of and without deduction or withholding for any Taxes in respect of this
Agreement, the Notes or other Credit Documents, or any payments of principal,
interest, fees or other amounts payable hereunder or thereunder (but excluding,
except as provided in paragraph (iii) hereof, any Taxes imposed on the overall
net income of the Lenders pursuant to the laws of the jurisdiction in which the
principal executive office or appropriate Lending Office of such Lender is
located). If any Taxes are so levied or imposed, Borrower agrees (A) to pay
the full amount of such Taxes, and such additional amounts as may be necessary
so that every net payment of all amounts due hereunder and under the Notes and
other Credit Documents, after withholding or deduction for or on account of any
such Taxes (including additional sums payable under this Section 3.06), will
not be less than the full amount provided for herein had no such deduction or
withholding been required, (B) to make such withholding or deduction and (C) to
pay the full amount deducted to the relevant authority in accordance with
applicable law. Borrower will furnish to the Administrative Agent and each
Lender, within 30 days after the date the payment of any Taxes is due pursuant
to applicable law, certified copies of tax receipts evidencing such payment by
Borrower. Borrower will indemnify and hold harmless the Administrative Agent
and each Lender and reimburse the Administrative Agent and each Lender upon
written request for the amount of any Taxes so levied or imposed and paid by
the Administrative Agent or Lender and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, whether or
not such Taxes were correctly or illegally asserted. A certificate
as to the amount of such payment by such Lender or the Administrative Agent,
absent manifest error, shall be final, conclusive and binding for all purposes.

<PAGE> 39

(ii) Each Lender that is organized under
the laws of any jurisdiction other than the United States of America or any
State thereof (including the District of Columbia) agrees to furnish to
Borrower and the Administrative Agent, on the Closing Date and otherwise prior
to the time it becomes a Lender hereunder, two copies of either U.S. Internal
Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any
successor forms thereto (wherein such Lender claims entitlement to complete
exemption from or reduced rate of U.S. Federal withholding tax on interest
paid by Borrower hereunder) and to provide to Borrower and the Administrative
Agent a new Form 4224 or Form 1001 or any successor forms thereto if any
previously delivered form is found to be incomplete or incorrect in any
material respect or upon the obsolescence of any previously delivered form.

(iii) Borrower shall also reimburse the
Administrative Agent and each Lender, upon written request, for any Taxes
imposed (including, without limitation, Taxes imposed on the overall net income
of the Administrative Agent or Lender or its applicable Lending Office pursuant
to the laws of the jurisdiction in which the principal executive office or the
applicable Lending Office of the Administrative Agent or Lender is located) as
the Administrative Agent or Lender shall determine are payable by the
Administrative Agent or Lender in respect of amounts paid by or on behalf of
Borrower to or on behalf of the Administrative Agent or Lender pursuant to
paragraph (i) hereof.

(c) Subject to Section 3.03(ii), whenever any payment
to be made hereunder or under any Note shall be stated to be due on a day which
is not a Business Day, the due date thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
thereon shall be payable at the applicable rate during such extension.

(d) All computations of interest and fees shall be
made on the basis of a year of 360 days for the actual number of days
(including the first day but excluding the last day) occurring in the period
for which such interest or fees are payable (to the extent computed on the
basis of days elapsed), except that interest on Base Rate Advances shall be
computed on the basis of a year of 365/366 days for the actual number of days.
Interest on Base Rate Advances shall be calculated based on the Base Rate from
and including the date of such Loan to but excluding the date of the repayment
or conversion thereof. Interest on Swing Rate Advances shall be calculated
based on the Swing Rate from and including the date of such Loan to but
excluding the date of the repayment or conversion thereof. Interest on
Eurodollar Advances and Bid Rate Advances shall be calculated as to each
Interest Period from and including the first day thereof to but excluding the
last day thereof. Each determination by the Administrative Agent of
an interest rate or fee hereunder shall be made in good faith and, except for
manifest error, shall be final, conclusive and binding for all purposes.

<PAGE> 40

(e) Payment by Borrower to the Administrative Agent in
accordance with the terms of this Agreement shall, as to Borrower, constitute
payment to the Lenders under this Agreement.

SECTION 3.07. INTEREST RATE NOT ASCERTAINABLE, ETC. In the
event that the Administrative Agent shall have determined (which determination
shall be made in good faith and, absent manifest error, shall be final,
conclusive and binding upon all parties) that on any date for determining LIBOR
for any Interest Period, by reason of any changes arising after the date of
this Agreement affecting the London interbank market, or the Administrative
Agent's position in such market, adequate and fair means do not exist for
ascertaining the applicable interest rate on the basis provided for in the
definition of LIBOR then, and in any such event, the Administrative Agent shall
forthwith give notice (by telephone confirmed in writing) to Borrower and to
the Lenders, of such determination and a summary of the basis for such
determination. Until the Administrative Agent notifies Borrower that the
circumstances giving rise to the suspension described herein no longer exist,
the obligations of the Lenders to make or permit portions of the Loans to
remain outstanding past the last day of the then current Interest Periods as
Eurodollar Advances shall be suspended, and such affected Advances shall bear
interest at the Base Rate (or at such other rate of interest per annum as
Borrower and each of the Administrative Agent and the Lenders shall have agreed
to in writing).

SECTION 3.08. ILLEGALITY.

(a) In the event that any Lender shall have determined
(which determination shall be made in good faith and, absent manifest error,
shall be final, conclusive and binding upon all parties) at any time that the
making or continuance of any Eurodollar Advance has become unlawful by
compliance by such Lender in good faith with any applicable law, governmental
rule, regulation, guideline or order (whether or not having the force of law
and whether or not failure to comply therewith would be unlawful), then, in any
such event, the Lender shall give prompt notice (by telephone confirmed in
writing) to Borrower and to the Administrative Agent of such determination and
a summary of the basis for such determination (which notice the Administrative
Agent shall promptly transmit to the other Lenders).

(b) Upon the giving of the notice to Borrower referred
to in subsection (a) above, (i) Borrower's right to request and such Lender's
obligation to make Eurodollar Advances shall be immediately suspended, and such
Lender shall make an Advance as part of the requested Borrowing of Eurodollar
Advances, bearing interest at the Base Rate (or at such other rate of interest
per annum as Borrower and each of the Administrative Agent and the Lenders
shall have agreed to in writing), which Base Rate Advance shall, for all other
purposes, be considered part of such Borrowing, and (ii) if the affected
Eurodollar Advance or Advances are then outstanding, Borrower shall
immediately, or if permitted by applicable law, no later than the date
permitted thereby, upon at least one Business Day's written notice to the
Administrative Agent and the affected Lender, convert each such Advance into an
Advance or Advances of a different Type with an Interest Period ending on the
date on which the Interest Period applicable to the affected

<PAGE> 41

Eurodollar Advances expires, provided that if more than one Lender is affected
at any time, then all affected Lenders must be treated the same pursuant to
this Section 3.08(b).

SECTION 3.09. INCREASED COSTS.

(a) (i) If, by reason of (x) after the date hereof,
the introduction of or any change (including, without limitation, any change by
way of imposition or increase of reserve requirements) in or in the
interpretation of any law or regulation, or (y) the compliance with any
guideline or request from any central bank or other governmental authority or
quasi-governmental authority exercising control over banks or financial
institutions generally (whether or not having the force of law):

(1) any Lender (or its applicable Lending Office)
shall be subject to any tax, duty or other charge with respect to its
Eurodollar Advances, or its obligation to make Eurodollar Advances, or
the basis of taxation of payments to any Lender of the principal of or
interest on its Eurodollar Advances or its obligation to make
Eurodollar Advances shall have changed (except for changes in the tax
on the overall net income of such Lender or its applicable Lending
Office imposed by the jurisdiction in which such Lender's principal
executive office or applicable Lending Office is located); or

(2) any reserve (including, without limitation,
any imposed by the Board of Governors of the Federal Reserve System),
special deposit or similar requirement against assets of, deposits
with or for the account of, or credit extended by, any Lender's
applicable Lending Office shall be imposed or deemed applicable or any
other condition affecting its Eurodollar Advances, or its obligation
to make Eurodollar Advances shall be imposed on any Lender or its
applicable Lending Office or the London interbank market;

and as a result thereof there shall be any increase in the cost to such Lender
of agreeing to make or making, funding or maintaining Eurodollar Advances, or
there shall be a reduction in the amount received or receivable by such Lender
or its applicable Lending Office, or

(ii) in the event that any Lender shall have determined that any law,
treaty, governmental (or quasi-governmental) rule, regulation, guideline or
order regarding capital adequacy not currently in effect or fully applicable as
of the Closing Date, or any change therein or in the interpretation or
application thereof after the Closing Date, or compliance by such Lender with
any request or directive regarding capital adequacy not currently in effect or
fully applicable as of the Closing Date (whether or not having the force of law
and whether or not failure to comply therewith would be unlawful) from a
central bank or governmental authority or body having jurisdiction, does or
shall have the effect of reducing the rate of return on such Lender's capital
as a consequence of its obligations hereunder to a level below that which such
Lender could have achieved but for such law, treaty, rule, regulation,
guideline or order, or such change or

<PAGE> 42

compliance (taking into consideration such Lender's policies with respect
to capital adequacy) by an amount deemed by such Lender to be material;

then, in the case of (i) or (ii) above, upon written notice from and
demand by such Lender on Borrower (with a copy of such notice and demand to the
Administrative Agent), Borrower shall pay to the Administrative Agent for the
account of such Lender within five Business Days after the date of such notice
and demand, additional amounts sufficient to indemnify such Lender against such
increased cost or reduced yield. A certificate as to the amount of such
increased cost or reduced yield submitted to Borrower and the Administrative
Agent by such Lender in good faith and accompanied by a statement prepared by
such Lender describing in reasonable detail the basis for and calculation of
such increased cost, shall, except for manifest error, be final, conclusive and
binding for all purposes.

In addition, if at any time a Euro-Dollar Reserve Percentage
greater than 0% is imposed on any Bank, the Borrower shall pay to such Bank
additional interest on the unpaid principal amount of the Eurodollar Advances
of such Bank until such principal amount is paid in full at an interest rate
per annum equal at all times to the quotient obtained (rounded upwards, if
necessary, to the next higher 1/100th of 1%) by dividing (i) the applicable
LIBOR for such Eurodollar Advance for such Interest Period by (ii) 1.00 minus
the Euro-Dollar Reserve Percentage, payable on each date on which interest is
payable on such Eurodollar Advance. Such additional interest, if any, shall be
determined by such Lender and notified to the Borrower through the
Administrative Agent.

(b) If any Lender shall advise the Administrative
Agent that at any time, because of the circumstances described in clauses (x)
or (y) in Section 3.09(a) or any other circumstances beyond such Lender's
reasonable control arising after the date of this Agreement affecting such
Lender or the London interbank market or such Lender's position in such
markets, LIBOR as determined by the Administrative Agent, will not adequately
and fairly reflect the cost to such Lender of funding its Eurodollar Advances,
then, and in any such event:

(i) the Administrative Agent shall
forthwith give notice (by telephone confirmed in writing) to Borrower
and to the other Lenders of such advice;

(ii) Borrower's right to request and
such Lender's obligation to make or permit portions of the Loans to
remain outstanding past the last day of the then current Interest
Periods as Eurodollar Advances shall be immediately suspended; and

(iii) such Lender shall make an Advance
as part of the requested Borrowing of Eurodollar Advances, as the
case may be, bearing interest at the Base Rate (or at such other rate
of interest per annum as Borrower and each of the Administrative Agent
and the Lenders shall have agreed to in writing), which Base Rate
Advance shall, for all other purposes, be considered part of such
Borrowing.

<PAGE> 43

(c) Each Lender or Administrative Agent shall make
written demand on Borrower for indemnification or compensation pursuant to this
Section 3.09 no later than 60 days after the event giving rise to the claim for
indemnification or compensation occurs. In the event that any Lender or
Administrative Agent fails to give Borrower notice within the time limitations
prescribed in the foregoing sentence, Borrower shall not have any obligation to
pay such claim for compensation or indemnification.

SECTION 3.10. LENDING OFFICES.

(a) Each Lender agrees that, if requested by Borrower,
it will use reasonable efforts (subject to overall policy considerations of
such Lender) to designate an alternate Lending Office with respect to any of
its Eurodollar Advances affected by the matters or circumstances described in
Sections 3.06(b), 3.07, 3.08 or 3.09 to reduce the liability of Borrower or
avoid the results provided thereunder, so long as such designation is not
materially disadvantageous to such Lender as determined by such Lender, which
determination if made in good faith, shall be conclusive and binding on all
parties hereto. Nothing in this Section 3.10 shall affect or postpone any of
the obligations of Borrower or any right of any Lender provided hereunder.

(b) If any Lender that is organized under the laws of
any jurisdiction other than the United States of America or any State thereof
(including the District of Columbia) issues a public announcement with respect
to the closing of its lending offices in the United States such that any
withholdings or deductions and additional payments with respect to Taxes may be
required to be made by Borrower thereafter pursuant to Section 3.06(b), such
Lender shall use reasonable efforts to furnish Borrower notice thereof as soon
as practicable thereafter; provided, however, that no delay or failure to
furnish such notice shall in any event release or discharge Borrower from its
obligations to such Lender pursuant to Section 3.06(b) or otherwise result in
any liability of such Lender.

SECTION 3.11. FUNDING LOSSES. Borrower shall compensate each
Lender, upon its written request to Borrower (which request shall set forth the
basis for requesting such amounts in reasonable detail and which request shall
be made in good faith and, absent manifest error, shall be final, conclusive and
binding upon all of the parties hereto), for all losses, expenses and
liabilities (including, without limitation, any interest paid by such Lender to
lenders of funds borrowed by it to make or carry its Eurodollar Advances or Bid
Rate Advances), in either case to the extent not recoverable by such Lender in
connection with a re-employment of such funds and including loss of anticipated
profits, which the Lender may sustain: (i) if for any reason (other than a
default by such Lender) a borrowing of, or conversion to or continuation of,
Eurodollar Advances or Bid Rate Advances to Borrower does not occur on the date
specified therefor in a Notice of Borrowing, Bid Request or Notice of
Conversion/Continuation, (whether or not withdrawn), (ii) if any repayment
(including mandatory prepayments and any conversions pursuant to Section
3.08(b)) of any Eurodollar Advances or Bid Rate Advances by Borrower

<PAGE> 44

occurs on a date which is not the last day of an Interest Period
applicable thereto, or (iii) if, for any reason, Borrower defaults in its
obligation to repay its Eurodollar Advances when required by the terms of this
Agreement. In no circumstance will Borrower be responsible for losses (other
than administrative costs) where interest rates have increased as of the date
of determination of funding losses hereunder.

SECTION 3.12. ASSUMPTIONS CONCERNING FUNDING OF EURODOLLAR
ADVANCES. Calculation of all amounts payable to a Lender under this Article
III shall be made as though that Lender had actually funded its relevant
Eurodollar Advances through the purchase of deposits in the relevant market
bearing interest at the rate applicable to such Eurodollar Advances in an
amount equal to the amount of the Eurodollar Advances and having a maturity
comparable to the relevant Interest Period and through the transfer of such
Eurodollar Advances from an offshore office of that Lender to a domestic office
of that Lender in the United States of America; provided however, that each
Lender may fund each of its Eurodollar Advances in any manner it sees fit and
the foregoing assumption shall be used only for calculation of amounts payable
under this Article III.

SECTION 3.13. APPORTIONMENT OF PAYMENTS. Aggregate
principal and interest payments in respect of Loans and payments in respect of
the Facility Fee shall be apportioned among all outstanding Commitments and
Loans to which such payments relate, proportionately to the Lenders' respective
pro rata portions of such Commitments and outstanding Loans. The
Administrative Agent shall promptly distribute to each Lender at its Payment
Office set forth beside its name on the appropriate signature page hereof or
such other address as any Lender may request its share of all such payments
received by the Administrative Agent.

SECTION 3.14. SHARING OF PAYMENTS, ETC. If any Lender shall
obtain any payment or reduction (including, without limitation, any amounts
received as adequate protection of a deposit treated as cash collateral under
the Bankruptcy Code) of the Obligations (whether voluntary, involuntary,
through the exercise of any right of set-off, or otherwise) in excess of its
pro rata portion of payments or reductions on account of such obligations
obtained by all the Lenders (other than, prior to the termination of the
Commitments, payments of principal, interest and fees with respect to the Bid
Rate Loans which are payable solely to the Lenders participating therein), such
Lender shall forthwith (i) notify each of the other Lenders and Administrative
Agent of such receipt, and (ii) purchase from the other Lenders such
participations in the affected obligations as shall be necessary to cause such
purchasing Lender to share the excess payment or reduction, net of costs
incurred in connection therewith, ratably with each of them, provided that if
all or any portion of such excess payment or reduction is thereafter recovered
from such purchasing Lender or additional costs are incurred, the purchase
shall be rescinded and the purchase price restored to the extent of such
recovery or such additional costs, but without interest unless the Lender
obligated to return such funds is required to pay interest on such funds.
Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 3.14 may, to the fullest extent permitted by
law, exercise all its rights of payment

<PAGE> 45

(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of Borrower in the amount of such
participation.

SECTION 3.15. BENEFITS TO GUARANTORS. In consideration of
the execution and delivery by the Guarantors of the Guaranty Agreements,
Borrower agrees, subject to the terms hereof, to make extensions of credit
hereunder available to the Guarantors.

ARTICLE IV.

CONDITIONS TO BORROWINGS

The obligations of each Lender to make Advances to Borrower
hereunder is subject to the satisfaction of the following conditions:

SECTION 4.01. CONDITIONS PRECEDENT TO INITIAL LOANS. On
the Closing Date, all obligations of Borrower hereunder incurred prior to such
date (including, without limitation, Borrower's obligations to pay the
Arrangement Fee and all agency fees due and payable to the Agents on the
Closing Date as previously agreed with Borrower), shall have been paid in full,
and the Documentation Agent shall have received the following, in form and
substance reasonably satisfactory in all respects to the Lenders and (except
for the Notes) in sufficient number for each Lender:

(a) the duly executed counterparts of this Agreement;

(b) the duly executed Syndicated Notes, the duly
executed Bid Facility Notes and the duly executed Swing Line Note;

(d) a duly executed certificate of Borrower, in
substantially the form of Exhibit J attached hereto and appropriately
completed, certifying that (i) the representations and warranties set forth in
Article 5 hereof are true and correct on and as of such date with the same
effect as though made on and as of such date, (ii) Borrower and the Guarantors
are in compliance with all the terms and provisions set forth in this Agreement
and the other Credit Documents on their respective parts to be observed or
performed, (iii) on the Closing Date, and after giving effect to the
consummation of the SpinOff, no Default or Event of Default, will have occurred
or be continuing and (iv) as of the Closing Date, there has been no materially
adverse change in the financial condition of the Borrower and its Subsidiaries
as reflected in the pro forma financial statements delivered to the Agents
prior to the Closing Date;

<PAGE> 46

(e) a duly executed solvency certificate of Borrower
and the Guarantors, in form and substance satisfactory to the Lenders;

(f) certificates of the Secretary or Assistant
Secretary of each of the Credit Parties attaching and certifying copies of the
resolutions of the boards of directors of the Credit Parties, authorizing as
applicable the execution, delivery and performance of the Credit Documents;

(g) certificates of the Secretary or an Assistant
Secretary of each of the Credit Parties certifying (i) the name, title and true
signature of each officer of such entities executing the Credit Documents, and
(ii) the bylaws or comparable governing documents of such entities;

(h) certified copies of the certificate or articles of
incorporation of each Credit Party certified by the Secretary of State or the
Secretary or Assistant Secretary of such Credit Party, together with
certificates of good standing or existence, as may be available from the
Secretary of State of the jurisdiction of incorporation or organization of such
Credit Party;

(i) copies of all documents and instruments, including
all consents, authorizations and filings, required or advisable under any
Requirement of Law or by any material Contractual Obligation of the Credit
Parties, in connection with the execution, delivery, performance, validity and
enforceability of the Credit Documents and the other documents to be executed
and delivered hereunder, and such consents, authorizations, filings and orders
shall be in full force and effect and all applicable waiting periods shall have
expired;

(j) a certificate of the chief executive officer of
the Borrower (x) certifying that (1) all conditions to the consummation of the
SpinOff, including without limitation the obtaining of a ruling from the
Internal Revenue Service that the SpinOff may be completed without causing the
recognition of Federal income tax to Equifax, the Borrower or the shareholders
of the Borrower, have been satisfied or waived with the prior written consent
of the Lenders, and (2) the SpinOff has been completed, substantially as
projected and on substantially the terms set forth in the Form S1 filed with
the Securities and Exchange Commission, and (y) attaching true and correct
copies of all documents, agreements and other instruments executed and
delivered in connection with the SpinOff;

(k) certificates of insurance issued on behalf of
insurers of Borrower and the Guarantors, describing in reasonable detail the
types and amounts of insurance (property and liability) maintained by Borrower
and the Guarantors;

(l) the favorable opinion of Jones, Day, Reavis &
Pogue, counsel to the Credit Parties, substantially in the form of Exhibit K-1
addressed to the Agents and each of the Lenders and the favorable opinion of
in-house general counsel to the Credit Parties, substantially in the form of
Exhibit K-2 addressed to the Agents and each of the Lenders;

<PAGE> 47

(m) all corporate proceedings and all other legal
matters in connection with the authorization, legality, validity and
enforceability of the Credit Documents shall be reasonably satisfactory in form
and substance to the Required Lenders.

SECTION 4.02. CONDITIONS TO ALL LOANS. At the time of the
making of all Loans (before as well as after giving effect to such Loans and to
the proposed use of the proceeds thereof), the following conditions shall have
been satisfied or shall exist:

(a) there shall exist no Default or Event of Default;

(b) all representations and warranties by Borrower
contained herein shall be true and correct in all material respects with the
same effect as though such representations and warranties had been made on and
as of the date of such Loans; and

(c) the Loans to be made and the use of proceeds
thereof shall not contravene, violate or conflict with, or involve the
Administrative Agent or any Lender in a violation of, the Margin Regulations or
any other material law, rule, injunction, or regulation, or determination of
any court of law or other governmental authority applicable to Borrower.

Each request for a new Borrowing and the acceptance by
Borrower of the proceeds thereof (but not the continuation or conversion of an
existing Borrowing) shall constitute a representation and warranty by
Borrower, as of the date of the Loans comprising such Borrowing, that the
applicable conditions specified in Sections 4.01 and 4.02 have been satisfied
or waived in writing.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES

Borrower (as to itself and all other Consolidated Companies)
represents and warrants as follows:

SECTION 5.01. CORPORATE EXISTENCE; COMPLIANCE WITH LAW.
Each of the Credit Parties is a corporation duly organized, validly existing,
and in good standing under the laws of the jurisdiction of its incorporation.
Each of the Credit Parties (i) has the corporate power and authority and the
legal right to own and operate its property and to conduct its business,
(ii) is duly qualified as a foreign corporation and in good standing under the
laws of each jurisdiction where its ownership of property or the conduct of
its business requires such qualification, and (iii) is in compliance with all
Requirements of Law, except where the failure to duly qualify or to comply with
applicable Requirements of Law would not have a Materially Adverse Effect.

<PAGE> 48

SECTION 5.02. CORPORATE POWER; AUTHORIZATION. Each of the
Credit Parties has the corporate power and authority to make, deliver and
perform the Credit Documents to which it is a party and has taken all necessary
corporate action to authorize the execution, delivery and performance of such
Credit Documents. No consent or authorization of, or filing with, any Person
(including, without limitation, any governmental authority), is required in
connection with the execution, delivery or performance by any Credit Party, or
the validity or enforceability against any Credit Party, of the Credit
Documents, other than such consents, authorizations or filings which have been
made or obtained.

SECTION 5.03. ENFORCEABLE OBLIGATIONS. This Agreement and
each other Credit Document has been duly authorized, executed and delivered by
the respective Credit Parties, and this Agreement and each other Credit
Document constitute legal, valid and binding obligations of the Credit Parties,
respectively, enforceable against the Credit Parties in accordance with their
respective terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity.

SECTION 5.04. NO CONTRACTUAL OR LEGAL BAR. The execution,
delivery and performance by the Borrower and each Guarantor of the Credit
Documents to which it is a party (a) will not contravene any material provision
of any Requirement of Law, (b) will not conflict with or be inconsistent with
or result in any breach of, or constitute a default under, any Contractual
Obligations of any Consolidated Company that would result in liability to any
Credit Party of $500,000 or more in the aggregate or otherwise result in a
Materially Adverse Effect, (c) will not violate any provision of the
certificate of incorporation (or equivalent thereof) or bylaws (or equivalent
thereof) of the Borrower or any Guarantor, (d) will not require the consent,
approval or authorization of any governmental or non-governmental authority or
Person and (e) will not result in the creation of any Lien upon the assets or
properties of the Borrower and its Subsidiaries, other than those Liens
permitted under Section 7.01.

SECTION 5.05. NO MATERIAL LITIGATION OR INVESTIGATIONS. No
litigation, investigations or proceedings of or before any courts, tribunals,
arbitrators or governmental authorities are pending or, to the knowledge of
Borrower, threatened by or against any of the Consolidated Companies, or
against any of their respective properties or rights, existing or future (a)
with respect to any Credit Document or any of the transactions contemplated
hereby or thereby, or (b) which, if adversely determined, would reasonably be
expected to have a Materially Adverse Effect.

SECTION 5.06. INVESTMENT COMPANY ACT, ETC. None of the
Consolidated Companies is an "investment company" or a company "controlled" by
an "investment company" (as each of the quoted terms is defined or used in the
Investment Company Act of 1940, as amended). None of the Consolidated
Companies is subject to regulation under the Public Utility Holding Company Act
of 1935, the Federal Power Act, or any foreign, federal or local statute or
regulation limiting its ability to incur indebtedness for money borrowed,
guarantee such

<PAGE> 49

indebtedness, or pledge its assets to secure such indebtedness, as
contemplated hereby or by any other Credit Document.

SECTION 5.07. MARGIN REGULATIONS. No part of the proceeds
of any of the Loans will be used for any purpose which violates, or which would
be inconsistent or not in compliance with, the provisions of the applicable
Margin Regulations.

SECTION 5.08. COMPLIANCE WITH ENVIRONMENTAL LAWS.

(a) The Consolidated Companies have received no
notices of claims or potential liability under, and are in compliance with, all
applicable Environmental Laws, where such claims and liabilities under, and
failures to comply with, such statutes, regulations, rules, ordinances, laws or
licenses, would reasonably be expected to result in penalties, fines, claims or
other liabilities to the Consolidated Companies having a Materially Adverse
Effect.

(b) None of the Consolidated Companies has received
any notice of violation, or notice of any action, either judicial or
administrative, from any governmental authority (whether United States or
foreign) relating to the actual or alleged violation of any Environmental Law,
including, without limitation, any notice of any actual or alleged spill, leak,
or other release of any Hazardous Substance, waste or hazardous waste by any
Consolidated Company or its employees or agents, or as to the existence of any
contamination on any properties owned by any Consolidated Company, where any
such violation, spill, leak, release or contamination would reasonably be
expected to result in penalties, fines, claims or other liabilities to the
Consolidated Companies having a Materially Adverse Effect.

(c) The Consolidated Companies have obtained all
necessary governmental permits, licenses and approvals which are material to
the operations conducted on their respective properties, including without
limitation, all required material permits, licenses and approvals for (i) the
emission of air pollutants or contaminants, (ii) the treatment or pretreatment
and discharge of waste water or storm water, (iii) the treatment, storage,
disposal or generation of hazardous wastes, (iv) the withdrawal and usage of
ground water or surface water, and (v) the disposal of solid wastes.

SECTION 5.09. INSURANCE. The Credit Parties currently
maintain insurance with respect to their respective properties and businesses,
with financially sound and reputable insurers, having coverages against losses
or damages of the kinds customarily insured against by reputable companies in
the same or similar businesses, such insurance being the types, and in amounts
no less than those amounts which are, customary for such companies under
similar circumstances; provided, however, that the Company may self insure in
amounts satisfactory to management, subject to the provisions of Section
6.06(a). The Consolidated Companies have paid all material amounts of insurance
premiums now due and owing with respect to such insurance policies and
coverages, and such policies and coverages are in full force and effect.

<PAGE> 50

SECTION 5.10. NO DEFAULT. None of the Consolidated
Companies is in default under or with respect to any material Contractual
Obligation in any respect.

SECTION 5.11. NO BURDENSOME RESTRICTIONS. None of the
Consolidated Companies is a party to or bound by any Contractual Obligation or
Requirement of Law which has had or would reasonably be expected to have a
Materially Adverse Effect.

SECTION 5.12. TAXES. Each of the Consolidated Companies
has filed or caused to be filed all declarations, reports and tax returns which
are required to have been filed, and has paid all taxes, custom duties, levies,
charges and similar contributions ("taxes" in this Section 5.12) shown to be
due and payable on said returns or on any assessments made against it or its
properties, and all other taxes, fees or other charges imposed on it or any of
its properties by any governmental authority (other than those the amount or
validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have
been provided in its books or where the aggregate sum of taxes unpaid is less
than $500,000); and no tax liens have been filed and, to the knowledge of
Borrower, no claims are being asserted with respect to any such taxes, fees or
other charges.

SECTION 5.13. SUBSIDIARIES. Schedule 5.13 accurately
describes as of the Closing Date (1) the complete name of each Subsidiary of
the Borrower, (2) the jurisdiction of incorporation or organization of each
Subsidiary of the Borrower, (3) the ownership of all issued and outstanding
Capital Stock of each Subsidiary of the Borrower and (4) whether such
Subsidiary is a Material Subsidiary. Except as disclosed on Schedule 5.13,
Borrower has no Subsidiaries and neither Borrower nor any Subsidiary is a joint
venture partner or general partner in any partnership. Each of the
Subsidiaries that is not a Guarantor is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation, is duly qualified to transact business in every jurisdiction
where the failure to so qualify would have a Materially Adverse Effect, and has
all corporate powers and all governmental licenses, authorizations, consents
and approvals required to carry on its business as now as now conducted in each
case where the failure to have the same would have a Materially Adverse Effect.

SECTION 5.14. FINANCIAL STATEMENTS. The unaudited pro
forma balance sheet of the Consolidated Companies as of March 31, 1997 (after
giving effect to the SpinOff), setting forth the pro forma financial position
of the Consolidated Companies, a copy of which has been delivered to the
Lenders, fairly presents, on a pro forma basis, in conformity with generally
accepted accounting principles, the financial position of the Consolidated
Companies as of such date and time. The Consolidated Companies do not have any
material contingent obligations, contingent liabilities or other obligations
which are not reflected in the balance sheet referenced above (the "Pro Forma
Financial Statements"). Since March 31, 1997, there have been no changes with
respect to the Consolidated Companies which has had or would reasonably be
expected to have a Materially Adverse Effect.

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<PAGE> 51

SECTION 5.15. ERISA.

(a)(1) Identification of Plans. (A) None of the
Consolidated Companies nor any of their respective ERISA Affiliates maintains
or contributes to, or has during the past two years maintained or contributed
to, any Plan that is subject to Title IV of ERISA other than the Equifax Inc.
U.S. Retirement Income Plan, and (B) none of the Consolidated Companies
maintains or contributes to any Foreign Plan other than the Equifax Europe
(U.K.) Ltd. Pension Plan;

(2) Compliance. Each Plan and each Foreign Plan maintained
by the Consolidated Companies have at all times been maintained, by their terms
and in operation, in compliance with all applicable laws, and the Consolidated
Companies are subject to no tax or penalty with respect to any Plan maintained
or contributed to by such Consolidated Company or any ERISA Affiliate thereof,
including without limitation, any tax or penalty under Title I or Title IV of
ERISA or under Chapter 43 of the Tax Code, or any tax or penalty resulting from
a loss of deduction under Sections 404, or 419 of the Tax Code, where the
failure to comply with such laws, and such taxes and penalties, together with
all other liabilities referred to in this Section 5.15 (taken as a whole),
would in the aggregate have a Materially Adverse Effect;

(3) Liabilities. The Consolidated Companies are subject to
no liabilities (including withdrawal liabilities) with respect to any Plans or
Foreign Plans maintained or contributed to by such Consolidated Companies or
any of their ERISA Affiliates, including without limitation, any liabilities
arising from Titles I or IV of ERISA, other than obligations to fund benefits
under an ongoing such Plan and to pay current contributions, expenses and
premiums with respect to such Plans or Foreign Plans, where such liabilities,
together with all other liabilities referred to in this Section 5.15 (taken as
a whole), would in the aggregate have a Materially Adverse Effect;

(4) Funding. The Consolidated Companies and, with respect
to any Plan which is subject to Title IV of ERISA, each of their respective
ERISA Affiliates, have made full and timely payment of all amounts (A) required
to be contributed by any of them under the terms of each Plan and applicable
law, and (b) required to be paid as expenses by any of them (including PBGC or
other premiums) of each Plan, where the failure to pay such amounts (when taken
as a whole, including any penalties attributable to such amounts) would have a
Materially Adverse Effect. No Plan maintained by a Consolidated Company
subject to Title IV of ERISA has an "amount of unfunded benefit liabilities"
(as defined in Section 4001(a)(18) of ERISA, determined as if such Plan
terminated on any date on which this representation and warranty is deemed
made, in any amount which, together with all other liabilities referred to in
this Section 5.15 (taken as a whole), would have a Materially Adverse Effect if
such amount were then due and payable. The Consolidated Companies are subject
to no liabilities with respect to post-retirement medical benefits other than
those accrued on Borrower's financial statements.

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<PAGE> 52

(b) With respect to any Foreign Plan, reasonable
reserves have been established in accordance with prudent business practice or
where required by ordinary accounting practices in the jurisdiction where the
Foreign Subsidiary maintains its principal place of business or in which the
Foreign Plan is maintained. The aggregate unfunded liabilities, after giving
effect to any reserves for such liabilities, with respect to such Foreign
Plans, together with all other liabilities referred to in this Section 5.15
(taken as a whole), would not have a Materially Adverse Effect.

SECTION 5.16. POSSESSION OF FRANCHISES, LICENSES, ETC.
Each of the Consolidated Companies possesses all franchises, certificates,
licenses, permits and other authorizations from governmental political
subdivisions or regulatory authorities, that are necessary in any material
respect for the ownership, maintenance and operation of its properties and
assets, and none of the Consolidated Companies is in violation of any thereof
in any material respect.

SECTION 5.17. PATENTS, TRADEMARKS, LICENSES, ETC. (i) The
Consolidated Companies have obtained and hold in full force and effect all
patents, trademarks, service marks, trade names, copyrights, licenses and other
such rights, free from burdensome restrictions, which are necessary for the
operation of their respective businesses as presently conducted and where the
result of a failure to obtain and hold such patents, trademarks, service marks,
trade names, copyrights, licenses and other such rights would have a Materially
Adverse Effect, and (ii) to the best of Borrower's knowledge, no product,
process, method, service or other item presently sold by or employed by any
Consolidated Company in connection with such business infringes any patents,
trademark, service mark, trade name, copyright, license or other right owned by
any other person and there is not presently pending, or to the knowledge of
Borrower, threatened, any claim or litigation against or affecting any
Consolidated Company contesting such Person's right to sell or use any such
product, process, method, substance or other item where the result of such
failure to obtain and hold such benefits or such infringement would have a
Materially Adverse Effect.

SECTION 5.18. OWNERSHIP OF PROPERTY. Each Consolidated
Company has good and marketable fee simple title to or a valid leasehold
interest in all of its real property and good title to, or a valid leasehold
interest in, all of its other material assets, as such properties are reflected
in the most recent financial statements (including the Pro Forma Financial
Statements) delivered by Borrower to the Administrative Agent, other than
properties disposed of in the ordinary course of business since such date or
as otherwise permitted by the terms of this Agreement, subject to no Lien or
title defect of any kind, except Liens permitted under Section 7.01. The
Consolidated Companies enjoy peaceful and undisturbed possession under all of
their respective leases.

SECTION 5.19. FINANCIAL CONDITION. On the Closing Date and
after giving effect to the transactions contemplated by this Agreement, the
Guaranty Agreements and the other

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Credit Documents, including without limitation, the use of the proceeds of the
Loans as provided in Section 2.01(b), each of the Credit Parties is Solvent.

SECTION 5.20. LABOR MATTERS. The Consolidated Companies
have experienced no strikes, labor disputes, slow downs or work stoppages due
to labor disagreements which have had, or would reasonably be expected to have,
a Materially Adverse Effect, and, to the best knowledge of Borrower, there are
no such strikes, disputes, slow downs or work stoppages threatened against any
Consolidated Company which if they occurred, would reasonably be expected to
have a Materially Adverse Effect. The hours worked and payment made to
employees of the Consolidated Companies have not been in violation in any
material respect of the Fair Labor Standards Act (in the case of Consolidated
Companies that are not Foreign Subsidiaries) or any other applicable law
dealing with such matters. All payments due from the Consolidated Companies,
or for which any claim may be made against the Consolidated Companies, on
account of wages and employee health and welfare insurance and other benefits
have been paid or accrued as liabilities on the books of the Consolidated
Companies in all jurisdictions where the failure to pay or accrue such
liabilities would reasonably be expected to have a Materially Adverse Effect.

SECTION 5.21. PAYMENT OR DIVIDEND RESTRICTIONS. None of
the Consolidated Companies is party to or subject to any agreement or
understanding restricting or limiting the payment of any dividends or other
distributions by any such Consolidated Company, other than CDB/Infotek.

SECTION 5.22. OUTSTANDING INDEBTEDNESS. Schedule 5.22 lists
all outstanding Indebtedness of the Consolidated Companies as of March 31,
1997, and since March 31, 1997, no additional material Indebtedness has been
incurred by the Consolidated Companies. There exists no default under the
provisions of any instrument evidencing or securing Indebtedness of the
Borrower or any of its Subsidiaries or of any agreement otherwise relating
thereto which has had or would reasonably be expected to have a Material
Adverse Effect.

SECTION 5.23. DISCLOSURE. No representation or warranty
contained in this Agreement (including the Schedules attached hereto) or in any
other document furnished from time to time pursuant to the terms of this
Agreement, contains or will contain any untrue statement of a material fact or
omits or will omit to state any material fact necessary to make the statements
herein or therein not misleading in any material respect as of the date made
or deemed to be made. There is no fact known to Borrower which is having,
or is reasonably expected to have, a Materially Adverse Effect.

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<PAGE> 54

ARTICLE VI.

AFFIRMATIVE COVENANTS

So long as any Commitment remains in effect hereunder or any
Note shall remain unpaid, Borrower will (unless waived in writing by the
Required Lenders):

SECTION 6.01. CORPORATE EXISTENCE, ETC. Preserve and
maintain, and cause each of its Subsidiaries to preserve and maintain, its
corporate existence (except for mergers, divestitures and consolidations
permitted pursuant to Section 7.03), and except where the failure to be so
qualified would reasonably be expected to have a Materially Adverse Effect, its
qualification to do business as a foreign corporation in all jurisdictions
where it conducts business or other activities making such qualification
necessary.

SECTION 6.02. COMPLIANCE WITH LAWS, ETC. Comply, and cause
each of its Subsidiaries to comply with, all Requirements of Law (including,
without limitation, the Environmental Laws, ERISA and employee benefit laws)
and Contractual Obligations applicable to or binding on any of them where the
failure to comply with such Requirements of Law and Contractual Obligations
would reasonably be expected to have a Materially Adverse Effect.

SECTION 6.03. PAYMENT OF TAXES AND CLAIMS, ETC. Pay, and
cause each of its Subsidiaries to pay, (i) all taxes, assessments and
governmental charges imposed upon it or upon its property, and (ii) all claims
(including, without limitation, claims for labor, materials, supplies or
services) which might, if unpaid, become a Lien upon its property, unless, in
each case, the validity or amount thereof is being contested in good faith by
appropriate proceedings and adequate reserves are maintained with respect
thereto or the aggregate sum of taxes unpaid is less than $500,000.

SECTION 6.04. KEEPING OF BOOKS. Keep, and cause each of
its Subsidiaries to keep, proper books of record and account, containing
complete and accurate entries of all their respective financial and business
transactions.

SECTION 6.05. VISITATION, INSPECTION, ETC. (a) Prior to
the occurrence of a Default, permit, and cause each of its Subsidiaries to
permit, any representative of any Lender at such Lender's expense after
reasonable notice during regular business hours (which date of visit shall be
mutually agreed upon but shall not be later than 2 weeks after the date
requested by such Lender) to visit and inspect, in the company of any of the
Executive Officers or their designees and their independent public accountants,
any of their respective properties, and to examine and make abstracts from any
of their respective books and records and to discuss with any of the Executive
Officers the respective affairs, finances and accounts of the Borrower and its
Subsidiaries. Prior to the occurrence of a Default, each Lender shall be
entitled to no more than two (2) such visits and inspections per year.

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<PAGE> 55

(b) After the occurrence of a Default, permit, and
cause each of its Subsidiaries to permit, any representative of any Lender at
the Borrower's expense to visit and inspect, in the company of any of the
Executive Officers or their designees and their independent public accountants,
any of their respective properties, and to examine and make abstracts from any
of their respective books and records and to discuss with any of the Executive
Officers the respective affairs, finances and accounts of the Borrower and its
Subsidiaries.

(c) To cooperate and assist, and to cause each of its
Subsidiaries to cooperate and assist, in such visits and inspections set forth
in paragraphs (a) and (b) above in this Section, in each case at such
reasonable times and as often as may reasonably be desired; provided, however,
that (i) in no event shall any Lender have access to information prohibited by
law, and (ii) in the event any Lender desires to inspect confidential matters
(which matters shall in no event include financial information and data of the
Borrower or its Subsidiaries or other information the Lenders may require in
order to determine compliance this Agreement) under this Section, such Lender
shall executed a confidentiality agreement relating to such matters, which
agreement shall contain reasonable terms acceptable to such Lender and its
counsel.

SECTION 6.06. INSURANCE; MAINTENANCE OF PROPERTIES.

(a) Maintain or cause to be maintained with
financially sound and reputable insurers, insurance with respect to its
properties and business, and the properties and business of its Subsidiaries,
against loss or damage of the kinds customarily insured against by reputable
companies in the same or similar businesses, such insurance to be of such types
and in such amounts as are customary for such companies under similar
circumstances; provided, however, that the Credit Parties may self-insure in
amounts satisfactory to management. Upon the request of the Administrative
Agent, Borrower shall file with the Administrative Agent a detailed list of
such insurance then in effect stating the names of the insurance companies, the
limits of liability of insurance, the date of expiration thereof, the Property
and risks covered thereby and the insured with respect thereto, and, within 60
days after notice in writing from the Administrative Agent, obtain such
additional insurance as the Required Lenders may reasonably request as a result
of a material change in the circumstances or conditions affecting Borrower's
business specifically or its type of business generally, provided that such
additional insurance is available at a commercially reasonable cost.

(b) Cause, and cause each of the Consolidated
Companies to cause, all properties used or useful in the conduct of its
business to be maintained and kept in good condition, repair and working order
and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, settlements and improvements
thereof, all as in the judgment of Borrower may be necessary so that the
business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in
this Section 6.06 shall prevent Borrower from discontinuing the operation or

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<PAGE> 56

maintenance of any such properties if such discontinuance is, in the judgment
of Borrower, desirable in the conduct of its business or the business of any
Consolidated Company.

(c) Maintain in full force and effect all material
patents, trademarks, service marks, trade names, copyrights, licenses and other
such rights, free from burdensome restrictions, which are necessary for the
operation of the businesses of the Consolidated Companies as presently
conducted, where the result of failure to obtain and hold such benefits would
have a Materially Adverse Effect.

SECTION 6.07. REPORTING COVENANTS. Furnish to each Lender:

(a) Annual Financial Statements. As soon as available
and in any event within 105 days after the end of each fiscal year of
Borrower, balance sheets of the Consolidated Companies as at the end
of such year, presented on a consolidated basis, and the related
statements of income, and cash flows of the Consolidated Companies for
such fiscal year, presented on a consolidated basis, setting forth in
each case in comparative form the figures for the previous fiscal
year, all in reasonable detail and accompanied by a report thereon of
the independent public accountants of comparable recognized national
standing, which such report shall be unqualified as to going concern
and scope of audit and shall state that such financial statements
present fairly in all material respects the financial condition as at
the end of such fiscal year on a consolidated basis, and the results
of operations and statements of cash flows of the Consolidated
Companies for such fiscal year in accordance with GAAP and that the
examination by such accountants in connection with such consolidated
financial statements has been made in accordance with generally
accepted auditing standards;

(b) Quarterly Financial Statements. As soon as
available and in any event within 60 days after the end of each fiscal
quarter of Borrower (other than the fourth fiscal quarter), balance
sheets of the Consolidated Companies as at the end of such quarter
presented on a consolidated basis and the related statements of
income, shareholders' equity, and cash flows of the Consolidated
Companies for such fiscal quarter and for the portion of Borrower's
fiscal year ended at the end of such quarter, presented on a
consolidated basis setting forth in each case in comparative form the
figures for the corresponding quarter and the corresponding portion of
Borrower's previous fiscal year, all in reasonable detail and
accompanied by a certification by the chief financial officer of
Borrower that such financial statements fairly present in all material
respects the financial condition of the Consolidated Companies as at
the end of such fiscal quarter on a consolidated basis, and the
results of operations and statements of cash flows of the
Consolidated Companies for such fiscal quarter and such portion of
Borrower's fiscal year, in accordance with GAAP consistently applied
(subject to normal year-end audit adjustments and the absence of
certain footnotes);

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(c) No Default/Compliance Certificate. Together with
the financial statements required pursuant to subsections (a) and (b)
above, a certificate (with supporting details) of the chief financial
officer of Borrower substantially in the form of Exhibit M attached
hereto (the "Compliance Certificate") (i) to the effect that, based
upon a review of the activities of the Consolidated Companies and such
financial statements during the period covered thereby, there exists
no Event of Default and no Default under this Agreement, or if there
exists an Event of Default or a Default hereunder, specifying the
nature thereof and the proposed response thereto, and (ii)
demonstrating in reasonable detail compliance as at the end of such
fiscal year or such fiscal quarter with Sections 6.08, 7.01, 7.04 and
7.05;

(d) Auditor's Statement. Together with the financial
statements required pursuant to subsection (a) above, a statement of
the accountants who prepared the report referred to therein, to the
effect that, nothing has come to their attention which would cause
them to believe that a Default or Event of Default existed as of the
date of such financial statements, or if there existed a Default or
Event of Default, specifying the nature thereof;

(e) Notice of Default. Promptly, and no later than
five (5) Business Days after any Executive Officer of Borrower has
notice or knowledge of the occurrence of an Event of Default or a
Default, a certificate of the chief financial officer of Borrower
specifying the nature thereof and the proposed response thereto;

(f) Litigation and Investigations. Promptly, and no
later than ten (10) Business Days after any Executive Officer of
Borrower has notice or knowledge thereof, notice of the institution of
or any material adverse development in any material action, suit or
proceeding or any governmental investigation or any arbitration,
before any court or arbitrator or any governmental or administrative
body, agency or official, against any Consolidated Company, or any
material property of any thereof, or the threat of any such action,
suit, proceeding, investigation or arbitration;

(g) Environmental Notices. Promptly, and no later
than ten (10) Business Days after any Executive Officer of Borrower
has notice or knowledge thereof, notice of any actual or alleged
violation, or notice of any action, claim or request for information,
either judicial or administrative, from any governmental authority
relating to any actual or alleged claim, notice of potential
responsibility under or violation of any Environmental Law, or any
actual or alleged spill, leak, disposal or other release of any
waste, petroleum product, or hazardous waste or Hazardous Substance by
any Consolidated Company which could result in a Materially Adverse
Effect;

(h) ERISA. (i) Promptly, and no later than ten (10)
Business Days after any Executive Officer of Borrower has notice or
knowledge thereof, (A) with respect to

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any Plan maintained by any Consolidated Company or any ERISA Affiliate
thereof, or any trust established thereunder, notice of a "reportable
event" described in Section 4043 of ERISA and the regulations issued
from time to time thereunder (other than a "reportable event" not
subject to the provisions for 30-day notice to the PBGC under such
regulations); or (B) any other event which could subject any
Consolidated Company to any tax, penalty or liability under Title I or
Title IV of ERISA or Chapter 43 of the Tax Code, or any tax or penalty
resulting from a loss of deduction under Sections 404 or 419 of the
Tax Code, or any tax, penalty or liability under any Requirement of
Law applicable to any Foreign Plan, where any such taxes, penalties or
liabilities could result in a Material Adverse Effect;

(ii) Promptly after such notice must be provided
to the PBGC, or to a Plan participant, beneficiary or alternative
payee, any notice required under Section 101(d), 302(f)(4), 303, 307,
4041(b)(1)(A) or 4041(c)(1)(A) of ERISA or under Section 401(a)(29) or
412 of the Tax Code with respect to any Plan maintained by any
Consolidated Company or any ERISA Affiliate thereof;

(iii) Promptly after receipt, any notice received
by any Consolidated Company or any ERISA Affiliate thereof concerning
the intent of the PBGC or any other governmental authority to
terminate a Plan maintained or contributed to by such Company or
ERISA Affiliate thereof which is subject to Title IV of ERISA, to
impose any liability on such Company or ERISA Affiliate under Title IV
of ERISA or Chapter 43 of the Tax Code;

(iv) Upon the request of the Administrative Agent,
promptly upon the filing thereof with the Internal Revenue Service
("IRS") or the Department of Labor ("DOL"), a copy of IRS Form 5500 or
annual report for each Plan maintained by any Consolidated Company or
ERISA Affiliate thereof which is subject to Title IV of ERISA;

(v) Upon the request of the Administrative Agent,
but no more frequently than twice each calendar year, (A) true and
complete copies of any and all documents, government reports and IRS
determination or opinion letters or rulings for any Plan maintained or
contributed to by any Consolidated Company from the IRS, PBGC or DOL,
received within the preceding 12 months, (B) any reports filed with
the IRS, PBGC or DOL with respect to a Plan maintained or contributed
to by the Consolidated Companies or any ERISA Affiliate thereof filed
within the preceding 12 months, or (C) a current statement of
withdrawal liability for each Multiemployer Plan contributed to by any
Consolidated Company or any ERISA Affiliate thereof;

(B) Promptly, and no later than give (5) Business
Days after any Executive Officer has notice of knowledge thereof,
notice that (i) any material contributions to any Foreign Plan have
not been made by the required due date for such contribution and such
default cannot immediately be remedied, (ii) any Foreign Plan is

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not funded to the extent required by the law of the jurisdiction whose
law governs such Foreign Plan based on the actuarial assumptions
reasonably used at any time, or (iii) a material change is anticipated
to any Foreign Plan that may have a Materially Adverse Effect.

(i) Liens. Promptly, and no later than five (5)
Business Days after any Executive Officer of Borrower has notice or
knowledge thereof, notice of the filing of any federal statutory Lien,
tax or other state or local government Lien or any other Lien
affecting their respective properties, other than those Liens
expressly permitted by Section 7.01;

(j) Public Filings, Etc. Promptly upon the filing
thereof or otherwise becoming available, copies of all financial
statements, annual, quarterly and special reports, proxy statements
and notices sent or made available generally by Borrower to its public
security holders, of all regular and periodic reports and all
registration statements and prospectuses, if any, filed by any of them
with any securities exchange, and of all press releases and other
statements made available generally to the public containing material
developments in the business or financial condition of Borrower and
the other Consolidated Companies;

(k) New Material Subsidiaries. Within 30 days after
the formation, acquisition or existence of any new Material
Subsidiary, or any other event resulting in the creation of a new
Material Subsidiary, or the domestication of any Foreign Subsidiary,
notice of the formation or acquisition of such Subsidiary or such
occurrence, including a description of the assets of such entity, the
activities in which it will be engaged, and such other information as
the Administrative Agent may request;

(l) Default under Other Debt. Immediately upon its
receipt thereof, copies of any notice received by the Borrower or any
other Consolidated Company from the holder(s) of Indebtedness of the
Consolidated Companies (or from any trustee, agent, attorney, or other
party acting on behalf of such holder(s)) in an amount which, in the
aggregate, exceeds $5,000,000, where such notice states or claims the
existence or occurrence of any default or event of default with
respect to such Indebtedness under the terms of any indenture, loan or
credit agreement, debenture, note, or other document evidencing or
governing such Indebtedness;

(m) Updates of Schedule 5.22. As soon as available
and in any event within 60 days after the end of the June 30, 1997
calendar quarter, a revised Schedule 5.22 listing all outstanding
Indebtedness of the Consolidated Companies as of the end of such
quarter, which shall not be materially different from Schedule 5.22
provided by the Borrower on the Closing Date and which shall
automatically be deemed to amend Schedule 5.22 to this Credit
Agreement, and as soon as available and in any event within

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60 days after the end of the September 30, 1997 calendar quarter, a
revised Schedule 5.22 listing all outstanding Indebtedness of the
Consolidated Companies as of the end of such quarter;

(n) Complete Lien Search Results. As soon as
available and in any event within 30 days after the Closing Date,
copies of all UCC, judgment and tax lien search results for all of the
Borrower's and the Guarantors' locations in the United States other
than field offices at which is located tangible personal property
(having an aggregate value not in excess of $6,000,000);

(o) Other Information. With reasonable promptness,
any other information as the Administrative Agent on behalf of any
Lender may reasonably request from time to time.

SECTION 6.08. FINANCIAL COVENANTS.

(a) Fixed Charge Coverage Ratio. (i) Maintain as of
the last day of each fiscal quarter of 1997 and 1998, a Fixed Charge Coverage
Ratio, calculated for the fiscal quarter then ended and the immediately
preceding three fiscal quarters, equal to or greater than 2.0:1.0, and (ii)
maintain as of the last day of each fiscal quarter of 1999 and thereafter, a
Fixed Charge Coverage Ratio, calculated for the fiscal quarter then ended and
the immediately preceding three fiscal quarters, equal to or greater than
2.5:1.0.

(b) Funded Debt to Consolidated EBITDA. Maintain as
of the last day of each fiscal quarter, a maximum ratio of Funded Debt to
Consolidated EBITDA, calculated for the fiscal quarter then ended and the
immediately preceding three fiscal quarters, of less than or equal to 3.5:1.0.

SECTION 6.09. ADDITIONAL CREDIT PARTIES. If at any time a
U.S. Subsidiary that is not a Credit Party becomes a Material Subsidiary,
Borrower shall cause such subsidiary to execute and deliver to the
Documentation Agent a supplement to each of the Guaranty Agreements in the
forms attached thereto, together with related documents with respect to such
new Subsidiary of the kind described in Section 4.01 (e), (f), (g), (h), (i)
and (p), all in form and substance satisfactory to the Documentation Agent and
the Required Lenders.

SECTION 6.10. INTELLECTUAL PROPERTY. Preserve and
maintain, and cause each of its Subsidiaries to preserve and maintain, its
rights, franchises, and licenses, and its patents and copyrights (for the
scheduled duration thereof), trademarks, trade names, and service marks,
necessary or desirable in the normal conduct of its business, except where the
failure to maintain such rights, franchises, and licenses, patents, copyrights
trademarks, trade names, and service marks would reasonably be expected to
have a Materially Adverse Effect

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ARTICLE VII.

NEGATIVE COVENANTS

So long as any Commitment remains in effect hereunder or any
Note shall remain unpaid shall remain outstanding, Borrower will not and will
not permit any Subsidiary to (unless waived in writing by the Required
Lenders):

SECTION 7.01. LIENS. Create, incur, assume or suffer to
exist any Lien on any of its property now owned or hereafter acquired to secure
any Indebtedness other than:

(a) Liens existing on the Closing Date (A) securing an
aggregate amount not in excess of $2,400,000 and disclosed on Schedule
7.01, (B) securing obligations of CDB/Infotek owning to the Borrower
or (C) securing an amount not to exceed $250,000 in the aggregate;

(b) Liens on any property securing Indebtedness incurred or
assumed for the purpose of financing all or any part of the
acquisition cost of such property and any refinancing thereof,
provided that such Lien does not extend to any other property and
further provided that the amount of Indebtedness secured by such
Liens does not exceed $10,000,000 in aggregate principal amount at
any one time outstanding;

(c) Liens for taxes not yet due and payable, and Liens for
taxes which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves are being
maintained;

(d) statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, materialmen and other Liens imposed by law
created in the ordinary course of business for amounts not yet due or
which are being contested in good faith by appropriate proceedings and
with respect to which adequate reserves are being maintained;

(e) Liens incurred or deposits made in the ordinary course
of business in connection with workers' compensation, unemployment
insurance and other types of social security, or to secure the
performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases, government contracts, performance and
return-of-money bonds and other similar obligations (exclusive of
obligations for the payment of borrowed money);

(f) zoning, easements and restrictions on the use of real
property which do not materially impair the use of such property;

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(g) Liens arising under ERISA;

(h) rights in property reserved or vested in any
governmental authority which do not materially impair the use of such
property;

(i) Liens on assets of newly acquired Subsidiaries which
were in existence at the time of acquisition and not created in
contemplation thereof;

(j) Liens granted under the Lease Documents;

(k) Liens granted in favor of the Borrower or any Guarantor
securing intercompany indebtedness owed by another Consolidated
Company;

(l) Liens (other than those permitted by paragraphs (a)
through (j) of this Section 7.01) securing Indebtedness in an
aggregate principal amount outstanding at any time not to exceed
fifteen percent (15%) of the Consolidated Net Worth of the
Consolidated Companies as of the last day of the immediately preceding
fiscal quarter of the Borrower.

SECTION 7.02. GUARANTIES. Create, incur, assume, guarantee,
suffer to exist or otherwise become liable on or with respect to, directly or
indirectly, any Guaranties other than:

(a) endorsements of instruments for deposit or
collection in the ordinary course of business;

(b) guarantees of Indebtedness owed by any
Consolidated Company to another Consolidated Company;

SECTION 7.03. MERGERS, CONSOLIDATIONS. Merge or
consolidate with any other Person, except that the foregoing restrictions shall
not be applicable to:

(a) mergers or consolidations of (x) any Subsidiary
with any other Subsidiary which is a Guarantor or (y) any Subsidiary
with Borrower; or

(b) mergers or consolidations in which any Person
engaged in businesses in which Borrower is engaged as of the Closing
Date or substantially related thereto merges or consolidates with
Borrower or any of its Subsidiaries where the surviving corporation is
Borrower or such Subsidiary;

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provided that before and after giving effect to any such merger or
consolidations and any Funded Debt incurred by the Borrower or such Subsidiary
in connection with such merger or consolidation, (x) Borrower is and will be in
compliance with Section 6.08 hereof and if the consideration paid by Borrower
or such Subsidiary in connection with such merger or consolidation is greater
than $75,000,000, Borrower has delivered pro forma financial covenants
calculations demonstrating such compliance, in such detail and using such form
of presentation of historical and forecasted financial information as may be
satisfactory to the Agents with copies provided to each Lender (based on the
projected Fixed Charges or Funded Debt, as the case may be, for the immediately
succeeding four fiscal quarters (including Fixed Charges incurred as a result
of the incurrence of any such Funded Debt) and the historical Consolidated EBIT
(including the Consolidated EBIT of such Person)); (y) no other Default or
Event of Default exists hereunder; and (z) if the surviving Person is a
Material Subsidiary, it promptly complies with Section 6.09 hereof, if
applicable;

SECTION 7.04. ASSET SALES. Sell, lease or otherwise
dispose of its accounts, property, stock of its Subsidiaries or other assets;
provided, however, that the foregoing restrictions on Asset Sales shall not be
applicable to:

(a) sales, leases, transfers or dispositions of assets
of any Consolidated Company to the Borrower or any Guarantor;

(b) sales of inventory in the ordinary course of
business and unneeded, worn out or obsolete equipment;

(c) sales of accounts receivable (or of undivided
ownership interests therein) pursuant to the asset securitization
facilities;

(d) Asset Sales comprised of assets of any
Consolidated Company where, on the date of execution of a binding
obligation to make such Asset Sale, the assets which are the subject
of the proposed Asset Sale, together with all other such Asset Sales
of the Consolidated Companies during the current fiscal year of
Borrower, did not generate ten percent (10%) or more of Consolidated
EBITDA for the immediately preceding fiscal year of Borrower;

provided that notwithstanding the foregoing, no transaction pursuant to
clauses (c) or (d) above shall be permitted if any Default or Event of Default
exists at the time of such transaction or would exist as a result of such
transaction.

SECTION 7.05 INVESTMENTS, LOANS, ETC. Make, permit or hold
any Investments other than:

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(a) Investments in the stock of Subsidiaries of
Borrower existing as of the Closing Date or existing as Subsidiaries
of Borrower immediately prior to the making of such Investment, and
Investments in the form of loans and advances by the Borrower to any
Guarantor;

(b) Investments in the stock or other assets of any
other Person that is engaged in a business permitted by Section 7.10
hereof; provided, that after giving effect to such Investment and any
Funded Debt incurred by the Borrower or such Subsidiary in connection
with making such Investment, (x) Borrower is and will be in compliance
with Section 6.08 hereof and if the Investment is greater than
$75,000,000, the Borrower has delivered pro forma financial covenants
calculations demonstrating such compliance, in such detail and using
such form of presentation of historical and forecasted financial
information as may be satisfactory to the Agents; (y) no other Default
or Event of Default exists hereunder (based on the projected Fixed
Charges or Funded Debt, as the case may be, for the immediately
succeeding four fiscal quarters (including Fixed Charges incurred a
result of the incurrence of any such Funded Debt) and the historical
Consolidated EBIT (including the Consolidated EBIT of such Person));
and (z) as a result of such Investment, such Person becomes a
Subsidiary of Borrower, and promptly complies with Section 6.09 if it
becomes a Material Subsidiary of Borrower;

(c) marketable direct obligations of the United States
or any agency thereof, or obligations guaranteed by the United States
or any agency thereof, in each case supported by the full faith and
credit of the United States and maturing within one year from the date
of creation thereof;

(d) Investments received in settlement of Indebtedness
created in the ordinary course of business, and the endorsement of
negotiable instruments in the ordinary course of business;

(e) commercial paper issued by corporations, each of
which has a consolidated net worth of not less than $500,000,000, and
conducts a substantial portion of its business in the United States of
America, maturing no more than 365 days from the date of acquisition
thereof and having as at any date of determination a rating of P-1,
P-2 or P-3 from Standard & Poor's or a rating of A-1, A-2 or A-3 from
Moody's;

(f) money market or similar depository accounts,
certificates of deposit or bankers acceptances, in each case
redeemable upon demand or maturing within one year from the date of
acquisition thereof, issued by commercial banks incorporated under
the laws of the United States of America or any state thereof or the
District of Columbia, provided (x) each such bank has at any date of
determination combined capital and surplus of not less than
$1,000,000,000 and a rating of its long-term debt of at least A by
Standard & Poor's or at least A by Moody's or a long-term deposit
rating of at least A issued by Standard & Poor's or at least A issued
by Moody's, (y) the aggregate amount of

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all such certificates of deposit issued by such bank are fully insured
at all times by the Federal Deposit Insurance Company;

(g) Loans and advances to officers and employees of
the Consolidated Companies made in the ordinary course of business,
including without limitation, loans to executives for the purchase of
stock of the Borrower pursuant to a program established by the Board
of Directors or a committee thereof from time to time in an amount not
to exceed $15,000,000;

(h) Investments in joint ventures in an aggregate
amount during any fiscal year of Borrower not to exceed an amount
equal to ten percent (10%) of Borrower's Consolidated Net Worth as of
the end of the immediately preceding fiscal year of Borrower; and

(i) Investments (other than those permitted by
paragraphs (a) through (h) above) in an aggregate amount during any
fiscal year of Borrower not to exceed an amount equal to five (5%)
percent of Borrower's Consolidated Net Worth as of the end of the
immediately preceding fiscal year of Borrower.

SECTION 7.07 SALE AND LEASEBACK TRANSACTIONS. Sell or
transfer any property, real or personal, whether now owned or hereafter
acquired, and thereafter rent or lease such property or other property which
any Consolidated Company intends to use for substantially the same purpose or
purposes as the property being sold or transferred.

SECTION 7.08. TRANSACTIONS WITH AFFILIATES. Enter into any
transaction or series of related transactions, whether or not in the ordinary
course of business, with any Affiliate of any Consolidated Company (but
excluding any Affiliate which is also a Subsidiary that is directly or
indirectly wholly owned by the Credit Parties), other than on terms and
conditions substantially as favorable to such Consolidated Company as would be
obtained by such Consolidated Company at the time in a comparable arm's-length
transaction with a Person other than an Affiliate; and

SECTION 7.09. ERISA. (a) Take or fail to take any action
with respect to any Plan maintained or contributed to by any Consolidated
Company or, with respect to its ERISA Affiliates, any Plans which are subject
to Title IV of ERISA or to continuation health care requirements for group
health plans under Section 4980B of the Tax Code, including without limitation
(i) establishing any such Plan, (ii) amending any such Plan (except where
required to comply with applicable law), (iii) terminating or withdrawing
from any such Plan, or (iv) incurring an amount of unfunded benefit
liabilities, as defined in Section 4001(a)(18) of ERISA, or any withdrawal
liability under Title IV of ERISA with respect to any such Plan, or any
unfunded liabilities under any Foreign Plan, without first obtaining the
written approval of the Required Lenders, where such actions or failures
could result in a Material Adverse Effect; or

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(b) Permit a Plan or Foreign Plan maintained by a Consolidated
Company or a Plan subject to Title IV of ERISA of any of its ERISA Affiliates:

(i) to fail to be funded in accordance with the
minimum funding standard required by applicable law, the terms of such
Plan or Foreign Plan, Section 412 of the Tax Code or Section 302 of
ERISA for any plan year or a waiver of such standard is sought or
granted with respect to such Plan or Foreign Plan under applicable
law, the terms of such Plan or Foreign Plan or Section 412 of the Tax
Code or Section 303 of ERISA; or

(ii) to be terminated or the subject of termination
proceedings under applicable law or the terms of such Plan or Foreign
Plan; or

(iii) to require a Consolidated Company to provide
security under applicable law, the terms of such Plan or Foreign Plan,
Section 401 or 412 of the Tax Code or Section 306 or 307 of ERISA; or

(iv) to result for any reason, in a liability
(including without limitation, withdrawal liability) to a Consolidated
Company under applicable law, the terms of such Plan or Foreign Plan,
or Title IV of ERISA;

if the result from any such failure, waiver, termination or other event a
liability to the PBGC (or any similar Person with respect to any Foreign Plan),
a Plan or any other Person that would have a Materially Adverse Effect.

SECTION 7.10. ADDITIONAL NEGATIVE PLEDGES. Create or
otherwise cause or suffer to exist or become effective, directly or indirectly,
any prohibition or restriction on the creation or existence of any Lien upon
any asset of any Consolidated Company, other than the prohibitions and
restrictions contained in this Agreement.

SECTION 7.11. CHANGES IN BUSINESS. Enter into any
business which is substantially different from that presently conducted by
the Consolidated Companies taken as a whole immediately prior to the SpinOff
from Equifax, which includes providing risk management and fraud prevention
information and related technology solutions to the property and casualty
insurance industry, life and health insurance industry and other industries,
(including, without limitation, (1) providing automated and traditional
underwriting and claim information services to assist U.S. insurance companies
in assessing the insurability of individuals and property and the validity of
insurance claims, (2) providing background investigations, (3) performing
paramedical exams, (4) furnishing access to motor vehicles reports,
(5) maintaining a database of claims histories, (5) providing claim
verification and investigative services to both the property and casualty and
the life and health insurance markets, (6) providing pre-employment background
investigations, pre-employment and regulatory compliance drug testing services
and public record information to other corporate and

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government organizations), unless such business is a strategic extension of the
business of the Consolidated Companies immediately prior to the SpinOff.

SECTION 7.12. LIMITATION ON PAYMENT RESTRICTIONS AFFECTING
CONSOLIDATED COMPANIES. Create or otherwise cause or suffer to exist or become
effective, any consensual encumbrance or restriction on the ability of any
Consolidated Company to (i) pay dividends or make any other distributions to
Borrower or any other Subsidiary on such Consolidated Company's stock, provided
that this provision shall not affect CBD/Infotek's payment of dividends or
distributions on its stock to Borrower, or (ii) pay any indebtedness owed to
Borrower or any other Consolidated Company, or (iii) transfer any of its
property or assets to Borrower or any other Consolidated Company, except any
consensual encumbrance or restriction existing under the Credit Documents.

SECTION 7.13. ACTIONS UNDER CERTAIN DOCUMENTS. Without the
prior written consent of the Agents and the Required Lenders, modify, amend or
supplement the Lease Documents to (i) increase the principal amount of the
indebtedness thereunder or the lease payments required thereunder, (ii)
increase the interest rate thereunder, (iii) modify any requirement of
prepayment or repayment thereunder which would shorten the final maturity or
average life of the indebtedness or lease obligations outstanding thereunder or
make the requirement of prepayment more onerous, or (iv) make any more onerous
any other provision thereof.

SECTION 7.14. CHANGES IN FISCAL YEAR. Change the
calculation of the fiscal year of the Borrower.

ARTICLE VIII.

EVENTS OF DEFAULT

Upon the occurrence and during the continuance of any of the
following specified events (each an "Event of Default"):

SECTION 8.01. PAYMENTS. Borrower shall fail to make
promptly when due (including, without limitation, by mandatory prepayment) any
principal payment with respect to the Loans, or Borrower shall fail to make
within five (5) Business Days after the due date thereof any payment of
interest, fee or other amount payable hereunder or any of the Obligations;

SECTION 8.02. COVENANTS WITHOUT NOTICE. Borrower shall
fail to observe or perform any covenant or agreement (i) contained in Section
7.09 and, if capable of being remedied, such failure shall remain unremedied
for fifteen (15) days after the earlier of (A) an Executive Officer's obtaining
knowledge thereof, (ii) contained in Section 7.05 and, if capable of

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being remedied, such failure shall remain unremedied for ten (10) days after
the earlier of (A) an Executive Officer's obtaining knowledge thereof, or (B)
written notice thereof shall have been given to Borrower by any Agent or any
Lender, or (iii) contained in Sections 2.01(b), 6.01, 6.05, 6.07(e), 6.08, or
7.03.

SECTION 8.03. OTHER COVENANTS. Borrower shall fail to
observe or perform any covenant or agreement contained in this Agreement, other
than those referred to in Sections 8.01 and 8.02, and, if capable of being
remedied, such failure shall remain unremedied for thirty (30) days after the
earlier of (i) an Executive Officer of Borrower's obtaining knowledge thereof,
or (ii) written notice thereof shall have been given to Borrower by any Agent
or any Lender;

SECTION 8.04. REPRESENTATIONS. Any representation or
warranty made or deemed to be made by Borrower or any other Credit Party or by
any of its officers under this Agreement or any other Credit Document
(including the Schedules attached thereto), or any certificate or other
document submitted to the Agents or the Lenders by any such Person pursuant to
the terms of this Agreement or any other Credit Document, shall be incorrect in
any material respect when made or deemed to be made or submitted;

SECTION 8.05. NON-PAYMENTS OF OTHER INDEBTEDNESS. Any
Consolidated Company shall fail to make when due (whether at stated maturity,
by acceleration, on demand or otherwise, and after giving effect to any
applicable grace period) any payment of principal of or interest on any
Indebtedness (other than the Obligations) exceeding $5,000,000 in the
aggregate;

SECTION 8.06. DEFAULTS UNDER OTHER AGREEMENTS. Any
Consolidated Company shall fail to observe or perform within any applicable
grace period any covenants or agreements contained in any agreements or
instruments relating to any of its Indebtedness exceeding $5,000,000 in the
aggregate, or any other event shall occur if the effect of such failure or
other event is to accelerate, or to permit the holder of such Indebtedness or
any other Person to accelerate, the maturity of such Indebtedness; or any such
Indebtedness shall be required to be prepaid (other than by a regularly
scheduled required prepayment) in whole or in part prior to its stated maturity;

SECTION 8.07. BANKRUPTCY. Borrower or any other
Consolidated Company shall commence a voluntary case concerning itself under
the Bankruptcy Code or applicable foreign bankruptcy laws; or an involuntary
case for bankruptcy is commenced against any Consolidated Company and the
petition is not controverted within 10 days, or is not dismissed within 60
days, after commencement of the case; or a custodian (as defined in the
Bankruptcy Code) or similar official under applicable foreign bankruptcy laws
is appointed for, or takes charge of, all or any substantial part of the
property of any Consolidated Company; or any Consolidated Company commences
proceedings of its own bankruptcy or to be granted a suspension of payments or
any other proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction, whether now or hereafter in effect, relating to any Consolidated
Company or there is commenced against any Consolidated

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Company any such proceeding which remains undismissed for a period of 60 days;
or any Consolidated Company is adjudicated insolvent or bankrupt; or any order
of relief or other order approving any such case or proceeding is entered; or
any Consolidated Company suffers any appointment of any custodian or the like
for it or any substantial part of its property to continue undischarged or
unstayed for a period of 60 days; or any Consolidated Company makes a general
assignment for the benefit of creditors; or any Consolidated Company shall
fail to pay, or shall state that it is unable to pay, or shall be unable to
pay, its debts generally as they become due; or any Consolidated Company shall
call a meeting of its creditors with a view to arranging a composition or
adjustment of its debts; or any Consolidated Company shall by any act or
failure to act indicate its consent to, approval of or acquiescence in any of
the foregoing; or any corporate action is taken by any Consolidated Company
for the purpose of effecting any of the foregoing;

SECTION 8.08. MONEY JUDGMENT. A judgment or order for the
payment of money in excess of $5,000,000 not covered by insurance or otherwise
having a Materially Adverse Effect shall be rendered against Borrower or any
other Consolidated Company and such judgment or order shall continue
unsatisfied and in effect for a period of 60 days during which execution shall
not be effectively stayed or deferred (whether by action of a court, by
agreement or otherwise);

SECTION 8.09. CHANGE IN CONTROL OF BORROWER. (i) Any
"person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the
Exchange Act) other than employees of the Borrower (either directly or through
a retirement or employee benefit plan), shall become the "beneficial owner(s)"
(as defined in said Rule 13d-3) of more than twenty-five percent (25%)
of the shares of the outstanding common stock of Borrower entitled to vote for
members of Borrower's board of directors, or (ii) any event or condition shall
occur or exist which, pursuant to the terms of any Change in Control Provision,
requires or permits the holder(s) of Indebtedness of any Consolidated Company
to require that such Indebtedness be redeemed, repurchased, defeased, prepaid
or repaid, in whole or in part, or the maturity of such Indebtedness to be
accelerated in any respect.

SECTION 8.10. DEFAULT UNDER OTHER CREDIT DOCUMENTS. There
shall exist or occur any "Event of Default" as provided under the terms of any
other Credit Document, or any Credit Document ceases to be in full force and
effect or the validity or enforceability thereof is disaffirmed by or on behalf
of Borrower or any other Credit Party, or at any time it is or becomes unlawful
for Borrower or any other Credit Party to perform or comply with its
obligations under any Credit Document, or the obligations of Borrower or any
other Credit Party under any Credit Document are not or cease to be legal,
valid and binding on Borrower or any such Credit Party; or

SECTION 8.11. ATTACHMENTS. An attachment or similar action
shall be made on or taken against any of the assets of any Consolidated Company
with an aggregate value (based

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upon the greater of the book value of such assets as established in accordance
with GAAP or the fair market value of such assets as determined in good faith
by such Consolidated Company) exceeding $5,000,000 in aggregate and is not
removed, suspended or enjoined within 60 days of the same being made or any
suspension or injunction being lifted;

then, and in any such event, and at any time thereafter if any Event of Default
shall then be continuing, the Administrative Agent may, with the consent of the
Required Lenders, and upon the written (including telecopied) or telex request
of the Required Lenders, shall, by written notice to Borrower, take any or all
of the following actions, without prejudice to the rights of either Agent, any
Lender or the holder of any Note to enforce its claims against Borrower or any
other Credit Party: (i) declare all Commitments terminated, whereupon the pro
rata Commitments of each Lender shall terminate immediately and any commitment
fee shall forthwith become due and payable without any other notice of any
kind; and (ii) declare the principal of and any accrued interest on the Loans,
and all other Obligations owing hereunder, to be, whereupon the same shall
become, forthwith due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by Borrower; provided, that,
if an Event of Default specified in Section 8.07 shall occur, the result which
would occur upon the giving of written notice by the Administrative Agent to
any Credit Party, as specified in clauses (i) and (ii) above, shall occur
automatically without the giving of any such notice; and (iii) exercise any
rights or remedies under the Security Documents.

ARTICLE IX.

THE ADMINISTRATIVE AGENT AND THE DOCUMENTATION AGENT

SECTION 9.01. APPOINTMENT OF ADMINISTRATIVE AGENT. Each
Lender hereby designates Wachovia as Administrative Agent to administer all
matters concerning the Loans and to act as herein specified. Each Lender
hereby irrevocably authorizes, and each holder of any Note by the acceptance of
a Note shall be deemed irrevocably to authorize, the Administrative Agent to
take such actions on its behalf under the provisions of this Agreement, the
other Credit Documents, and all other instruments and agreements referred to
herein or therein, and to exercise such powers and to perform such duties
hereunder and thereunder as are specifically delegated to or required of the
Administrative Agent by the terms hereof and thereof and such other powers as
are reasonably incidental thereto. The Administrative Agent may perform any of
its duties hereunder by or through its agents or employees.

SECTION 9.02. APPOINTMENT OF DOCUMENTATION AGENT. Each
Lender hereby designates SunTrust as Documentation Agent and acknowledges that
it shall have no duties under this Agreement or any other Credit Document
whatsoever except as explicitly set forth herein. Each Lender hereby
irrevocably authorizes, and each holder of any Note by the acceptance of a Note
shall be deemed irrevocably to authorize, the Documentation Agent to take such
actions on its behalf under the provisions of this Agreement, the other Credit
Documents

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and all other instruments and agreements referred to herein or therein, and to
exercise such powers and to perform such duties hereunder and thereunder as
are specifically delegated to or required of the Documentation Agent by the
terms hereof and thereof and such other powers as are reasonably incidental
thereto. The Documentation Agent may perform any of its duties hereunder by or
through its agents or employees.

SECTION 9.03. NATURE OF DUTIES OF AGENTS. The Agents shall
have no duties or responsibilities except those expressly set forth in this
Agreement and the other Credit Documents. Neither the Agents nor any of their
respective officers, directors, employees or agents shall be liable for any
action taken or omitted by it as such hereunder or in connection herewith,
unless caused by its or their gross negligence or willful misconduct. The
duties of the Agents shall be ministerial and administrative in nature; the
Agents shall not have by reason of this Agreement a fiduciary relationship in
respect of any Lender; and nothing in this Agreement, express or implied, is
intended to or shall be so construed as to impose upon any Agent any
obligations in respect of this Agreement or the other Credit Documents except
as expressly set forth herein.

SECTION 9.04. LACK OF RELIANCE ON THE AGENTS.

(a) Independently and without reliance upon either
Agent, each Lender, to the extent it deems appropriate, has made and shall
continue to make (i) its own independent investigation of the financial
condition and affairs of the Credit Parties in connection with the taking or
not taking of any action in connection herewith, and (ii) its own appraisal of
the creditworthiness of the Credit Parties, and, except as expressly provided
in this Agreement, neither Agent shall have any duty or responsibility, either
initially or on a continuing basis, to provide any Lender with any credit or
other information with respect thereto, whether coming into its possession
before the making of the Loans or at any time or times thereafter.

(b) Neither Agent shall be responsible to any Lender
for any recitals, statements, information, representations or warranties herein
or in any document, certificate or other writing delivered in connection
herewith or for the execution, effectiveness, genuineness, validity,
enforceability, collectibility, priority or sufficiency of this Agreement, the
Notes, the Guaranty Agreements or any other documents contemplated hereby or
thereby, or the financial condition of the Credit Parties, or be required to
make any inquiry concerning either the performance or observance of any of the
terms, provisions or conditions of this Agreement, the Notes, the Guaranty
Agreements or the other documents contemplated hereby or thereby, or the
financial condition of the Credit Parties, or the existence or possible
existence of any Default or Event of Default.

SECTION 9.05. CERTAIN RIGHTS OF THE AGENTS. If either
Agent shall request instructions from the Required Lenders with respect to any
action or actions (including the failure to act) in connection with this
Agreement, such Agent shall be entitled to refrain from such act or

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taking such act, unless and until such Agent shall have received instructions
from the Required Lenders; and such Agent shall not incur liability in any
Person by reason of so refraining. Without limiting the foregoing, no Lender
shall have any right of action whatsoever against either Agent as a result of
such Agent's acting or refraining from acting hereunder in accordance with the
instructions of the Required Lenders.

SECTION 9.06. RELIANCE BY THE AGENTS. The Agents shall be
entitled to rely, and shall be fully protected in relying, upon any note,
writing, resolution, notice, statement, certificate, telex, teletype or
telecopier message, cable gram, radiogram, order or other documentary,
teletransmission or telephone message believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person. The Agents may
consult with legal counsel (including counsel for any Credit Party),
independent public accountants and other experts selected by it and shall not
be liable for any action taken or omitted to be taken by it in good faith in
accordance with the advice of such counsel, accountants or experts.

SECTION 9.07. INDEMNIFICATION OF THE AGENTS. To the extent
either Agent is not reimbursed and indemnified by the Credit Parties, each
Lender will reimburse and indemnify such Agent, ratably according to the
respective amounts of the Loans outstanding under all Facilities (or if no
amounts are outstanding, ratably in accordance with the aggregate Commitments),
in either case, for and against any and all liabilities, taxes, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses
(including counsel fees and disbursements) or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against
such Agent in performing its duties hereunder, in any way relating to or
arising out of this Agreement or the other Credit Documents; provided that no
Lender shall be liable to either Agent for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Agent's gross negligence or
willful misconduct.

SECTION 9.08. THE AGENTS IN THEIR INDIVIDUAL CAPACITIES.
With respect to its obligation to lend under this Agreement, the Loans made by
it and the Notes issued to it, each Agent shall have the same rights and powers
hereunder as any other Lender or holder of a Note and may exercise the same as
though it were not performing the duties specified herein; and the terms
"Lenders", "Required Lenders", "holders of Notes", or any similar terms shall,
unless the context clearly otherwise indicates, include each Agent in its
individual capacity. Each Agent may accept deposits from, lend money to, and
generally engage in any kind of banking, trust, financial advisory or other
business with the Consolidated Companies or any affiliate of the Consolidated
Companies as if it were not performing the duties specified herein, and may
accept fees and other consideration from the Consolidated Companies for
services in connection with this Agreement and otherwise without having to
account for the same to the Lenders.

SECTION 9.09. HOLDERS OF NOTES. The Agents may deem and
treat the payee of any Note as the owner thereof for all purposes hereof unless
and until a written notice of the assignment or transfer thereof shall have
been filed with the Administrative Agent. Any request,

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authority or consent of any Person who, at the time of making such request or
giving such authority or consent, is the holder of any Note shall be
conclusive and binding on any subsequent holder, transferee or assignee of
such Note or of any Note or Notes issued in exchange therefor.

SECTION 9.10. SUCCESSOR AGENTS.

(a) Each Agent may resign at any time by giving
written notice thereof to the Lenders and Borrower and may be removed at any
time with or without cause by the Required Lenders; provided, however, neither
Agent may resign or be removed until a successor Administrative Agent or
Documentation Agent, as the case may be, has been appointed and shall have
accepted such appointment. Upon any such resignation or removal, the Required
Lenders shall have the right to appoint a successor Administrative Agent or
Documentation Agent, as the case may be, with the consent of the Borrower so
long as no Default or Event of Default has occurred and is continuing, which
consent shall not be unreasonably withheld or delayed. If no successor
Administrative Agent or Documentation Agent, as the case may be shall have been
so appointed by the Required Lenders with the consent of the Borrower, and shall
have accepted such appointment, within 30 days after the retiring Agent's
giving of notice of resignation or the Required Lenders' removal of the
retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint
a successor Administrative Agent or Documentation Agent, as the case may be,
which shall be a bank which maintains an office in the United States, or a
commercial bank organized under the laws of the United States of America or any
State thereof, or any Affiliate of such bank, having a combined capital and
surplus of at least $100,000,000.

(b) Upon the acceptance of any appointment as the
Administrative Agent or the Documentation Agent, as the case may be, hereunder
by a successor Agent, such successor Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and
obligations under this Agreement. After any retiring Agent's resignation or
removal hereunder as Administrative Agent or Documentation Agent, as the case
may be, the provisions of this Article IX shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was an Agent under this
Agreement.

ARTICLE X.

MISCELLANEOUS

SECTION 10.01. NOTICES. All notices, requests and other
communications to any party hereunder shall be in writing (including bank wire,
telex, telecopy or similar teletransmission or writing) and shall be given to
such party at its address or applicable teletransmission number set forth on
the signature pages hereof, or such other address or applicable
teletransmission number as such party may hereafter specify by notice to the
Agents

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and Borrower. Each such notice, request or other communication shall be
effective (i) if given by telex, when such telex is transmitted to the telex
number specified in this Section and the appropriate answerback is received,
(ii) if given by mail, 72 hours after such communication is deposited in the
mails with first class postage prepaid, addressed as aforesaid, (iii) if given
by telecopy, when such telecopy is transmitted to the telecopy number specified
in this Section and the appropriate confirmation is received, or (iv) if given
by any other means (including, without limitation, by air courier), when
delivered or received at the address specified in this Section; provided that
notices to the Agents shall not be effective until received.

SECTION 10.02. AMENDMENTS, ETC. No amendment or waiver of
any provision of this Agreement or the other Credit Documents, nor consent to
any departure by any Credit Party therefrom, shall in any event be effective
unless the same shall be in writing and signed by Borrower and the Required
Lenders, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided that
no amendment, waiver or consent shall, unless in writing and signed by Borrower
and all the Lenders do any of the following: (i) waive any of the conditions
specified in Section 4.01 or 4.02, (ii) increase the Commitments or other
contractual obligations to Borrower under this Agreement, (iii) reduce the
principal of, or interest on, the Notes or any fees hereunder, (iv) postpone
any date fixed for the payment in respect of principal of, or interest on,
the Notes or any fees hereunder, (v) change the percentage of the Syndicated
Loan Commitments or of the aggregate unpaid principal amount of the Notes, or
the number or identity of Lenders which shall be required for the Lenders or
any of them to take any action hereunder, (vi) agree to release any Guarantor
from its obligations under any Guaranty Agreement, (vii) modify the definition
of "Required Lenders," or (viii) modify this Section 10.02. Notwithstanding
the foregoing, no amendment, waiver or consent shall, unless in writing and
signed by Borrower and the Agents in addition to the Lenders required
hereinabove to take such action, affect the rights or duties of the Agents
under this Agreement or under any other Credit Document.

SECTION 10.03. NO WAIVER; REMEDIES CUMULATIVE. No failure
or delay on the part of the Agents, any Lender or any holder of a Note in
exercising any right or remedy hereunder or under any other Credit Document,
and no course of dealing between any Credit Party and the Agents, any Lender or
the holder of any Note shall operate as a waiver thereof, nor shall any single
or partial exercise of any right or remedy hereunder or under any other Credit
Document preclude any other or further exercise thereof or the exercise of any
other right or remedy hereunder or thereunder. The rights and remedies herein
expressly provided are cumulative and not exclusive of any rights or remedies
which the Agents, any Lender or the holder of any Note would otherwise have.
No notice to or demand on any Credit Party not required hereunder or under any
other Credit Document in any case shall entitle any Credit Party to any other
or further notice or demand in similar or other circumstances or constitute a
waiver of the rights of the Agents, the Lenders or the holder of any Note to
any other or further action in any circumstances without notice or demand.

SECTION 10.04. PAYMENT OF EXPENSES, ETC. Borrower shall:

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(i) whether or not the transactions hereby
contemplated are consummated, pay all reasonable, out-of-pocket costs
and expenses of both Agents in the administration (both before and
after the execution hereof and including reasonable expenses actually
incurred relating to advice of counsel as to the rights and duties of
the Agents and the Lenders with respect thereto) of, and in connection
with the preparation, execution and delivery of, preservation of
rights under, enforcement of, and, after a Default or Event of
Default, refinancing, renegotiation or restructuring of, this
Agreement and the other Credit Documents and the documents and
instruments referred to therein, and any amendment, waiver or consent
relating thereto (including, without limitation, the reasonable fees
actually incurred and disbursements of counsel for the Agents), and in
the case of enforcement of this Agreement or any Credit Document after
an Event of Default, all such reasonable, out-of-pocket costs and
expenses (including, without limitation, the reasonable fees actually
incurred and disbursements of counsel), for both Agents and the
Lenders;

(ii) subject, in the case of certain Taxes, to the
applicable provisions of Section 3.06(b), pay and hold each of the
Agents and the Lenders harmless from and against any and all present
and future stamp, documentary, and other similar Taxes with respect to
this Agreement, the Notes and any other Credit Documents, any
collateral described therein, or any payments due thereunder, and save
each of the Lenders harmless from and against any and all liabilities
with respect to or resulting from any delay or omission to pay such
Taxes; and

(iii) indemnify the Agents and each
Lender, and their respective officers, directors, employees,
representatives and agents from, and hold each of them harmless
against, any and all costs, losses, liabilities, claims, damages or
expenses incurred by any of them (whether or not any of them is
designated a party thereto) (an "Indemnitee") arising out of or by
reason of any investigation, litigation or other proceeding related to
any actual or proposed use of the proceeds of any of the Loans or any
Credit Party's entering into and performing of the Agreement, the
Notes, or the other Credit Documents, including, without limitation,
the reasonable fees actually incurred and disbursements of counsel
(including foreign counsel) incurred in connection with any such
investigation, litigation or other proceeding; provided, however,
Borrower shall not be obligated to indemnify any Indemnitee for any of
the foregoing arising out of such Indemnitee's gross negligence or
willful misconduct;

(iv) without limiting the indemnities set forth
above, indemnify each Indemnitee for any and all expenses and costs
(including without limitation, remedial, removal, response, abatement,
cleanup, investigative, closure and monitoring costs), losses, claims
(including claims for contribution or indemnity and including the
cost of investigating or defending any claim and whether or not such
claim is ultimately defeated, and whether such claim arose before,
during or after any Credit Party's ownership,

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operation, possession or control of its business, property or
facilities or before, on or after the date hereof, and including
also any amounts paid incidental to any compromise or settlement by
the Indemnitee or Indemnitees to the holders of any such claim),
lawsuits, liabilities, obligations, actions, judgments, suits,
disbursements, encumbrances, liens, damages (including without
limitation damages for contamination or destruction of natural
resources), penalties and fines of any kind or nature whatsoever
(including without limitation in all cases the reasonable fees
actually incurred, other charges and disbursements of counsel in
connection therewith) incurred, suffered or sustained by that
Indemnitee based upon, arising under or relating to Environmental Laws
based on, arising out of or relating to in whole or in part, the
existence or exercise of any rights or remedies by any Indemnitee
under this Agreement, any other Credit Document or any related
documents.

If and to the extent that the obligations of Borrower under this Section 10.04
are unenforceable for any reason, Borrower hereby agrees to make the maximum
contribution to the payment and satisfaction of such obligations which is
permissible under applicable law.

SECTION 10.05. RIGHT OF SETOFF. In addition to and not in
limitation of all rights of offset that any Lender or other holder of a Note
may have under applicable law, each Lender or other holder of a Note shall,
upon the occurrence of any Event of Default and whether or not such Lender or
such holder has made any demand or any Credit Party's obligations are matured,
have the right to appropriate and apply to the payment of any Credit Party's
obligations hereunder and under the other Credit Documents, all deposits of any
Credit Party (general or special, time or demand, provisional or final) then or
thereafter held by and other indebtedness or property then or thereafter owing
by such Lender or other holder to any Credit Party, whether or not related to
this Agreement or any transaction hereunder.

SECTION 10.06. BENEFIT OF AGREEMENT.

(a) This Agreement shall be binding upon and inure to
the benefit of and be enforceable by the respective successors and assigns of
the parties hereto, provided that Borrower may not assign or transfer any of
its interest hereunder without the prior written consent of all Lenders.

(b) Any Lender may make, carry or transfer Loans at,
to or for the account of, any of its branch offices or the office of an
Affiliate of such Lender.

(c) Each Lender may assign all or a portion of its
interests, rights and obligations under this Agreement (including all or a
portion of any of its Commitments and the Loans at the time owing to it and the
Notes held by it) to any other Lender or any financial institution; provided,
however, that (i) the Agents and Borrower must give their prior written consent
to such assignment (which consent shall not be unreasonably withheld or
delayed) unless such assignment is to an Affiliate of the assigning Lender or,
in the case of Borrower, unless an

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Event of Default has occurred and is continuing, (ii) the amount of the
Commitments or Loans of the assigning Lender subject to each assignment
(determined as of the date the assignment and acceptance with respect to such
assignment is delivered to the Administrative Agent) shall not be less than
$10,000,000 and in integrals of $5,000,000, (iii) the parties to each such
assignment shall execute and deliver to the Administrative Agent an Assignment
and Acceptance, together with a Note or Notes subject to such assignment and,
unless such assignment is to an Affiliate of such Lender, a processing and
recordation fee of $3,000, (iv) no Lender may make more than two (2)
assignments to any Person which is not then a Lender or affiliate thereof
(unless a Default or Event of Default has occurred and is continuing), (v) the
assignee Lender must be an Eligible Assignee, and (vi) if the assignee Lender
is not a United States citizen or resident (or the assignee Lender is filing as
a foreign corporation, partnership, estate or trust), the assignee Lender
delivers the Internal Revenue Service Form 1001 or 4224, as appropriate, or any
successor form prescribed by the Internal Revenue Service, to the Borrower and
the Administrative Agent, as required by Section 3.06(b)(ii) of this Agreement.
Borrower shall not be responsible for such processing and recordation fee or
any costs or expenses incurred by any Lender or the Administrative Agent in
connection with such assignment. From and after the effective date specified
in each Assignment and Acceptance, which effective date shall be at least five
(5) Business Days after the execution thereof, the assignee thereunder shall be
a party hereto and to the extent of the interest assigned by such Assignment
and Acceptance, have the rights and obligations of a Lender under this
Agreement. Within five (5) Business Days after receipt of the notice and the
Assignment and Acceptance, Borrower, at its own expense, shall execute and
deliver to the Administrative Agent, in exchange for the surrendered Note or
Notes, a new Note or Notes to the order of such assignee in a principal amount
equal to the applicable Commitments assumed by it pursuant to such Assignment
and Acceptance and new Note or Notes to the assigning Lender in the amount of
its retained Commitment or Commitments. Such new Note or Notes shall be in an
aggregate principal amount equal to the aggregate principal amount of such
surrendered Note or Notes, shall be dated the date of the surrendered Note or
Notes which they replace, and shall otherwise be in substantially the form
attached hereto.

(d) Each Lender may, without the consent of Borrower
or the Agents, sell participations to one or more banks or other entities in
all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Commitments and the Loans owing to it and the Notes
held by it), provided, however, that (i) such Lender's obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such
obligations, (iii) the participating bank or other entity shall not be entitled
to the benefit (except through its selling Lender) of the cost protection
provisions contained in Article III of this Agreement, and (iv) Borrower, the
Agents and other Lenders shall continue to deal solely and directly with each
Lender in connection with such Lender's rights and obligations under this
Agreement and the other Credit Documents, and such Lender shall retain the sole
right to enforce the obligations of Borrower relating to the Loans and to
approve any amendment, modification or waiver of any provisions of this
Agreement. No Lender shall be entitled to create in favor of any Participant,
in the participation agreement

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pursuant to which such Participant's participating interest shall be created
or otherwise, any right to vote on, consent to or approve any matter relating
to this Agreement or any other Loan Document except for those matters
specified in clauses (i) through (viii) of the proviso to Section 10.02.

(f) Any Lender may at any time assign or pledge all or
any portion of its rights in this Agreement and the Notes issued to it to a
Federal Reserve Bank.

(g) If (i) any Taxes referred to in Section 3.06(b)
have been levied or imposed so as to require withholdings or deductions by
Borrower and payment by Borrower of additional amounts to any Lender as a
result thereof, or (ii) any Lender shall make demand for payment of increased
costs or reduced rate of return pursuant to Section 3.09 or any Lender
determines that LIBOR is unascertainable or illegal pursuant to Section 3.07 or
Section 3.08, or any Lender makes a claim for increased costs pursuant to
Section 3.08, then and in such event, upon request from Borrower delivered to
such Lender and the Administrative Agent, such Lender shall assign, in
accordance with the provisions of Section 10.06(c), all of its rights and
obligations under this Agreement and the other Credit Documents to another
Lender or another financial institution selected by Borrower and acceptable to
the Agents, which acceptance will not be unreasonably withheld or delayed, in
consideration for the payment by such assignee to the Lender of the principal
of, and interest on, the outstanding Loans accrued to the date of such
assignment, and the assumption of such Lender's Commitment hereunder, together
with any and all other amounts owing to such Lender under any provisions of
this Agreement or the other Credit Documents accrued to the date of such
assignment; provided, however, Lenders subject to this Section 10.06 shall be
treated in a substantially identical manner.

SECTION 10.07. GOVERNING LAW; SUBMISSION TO JURISDICTION;
WAIVER OF JURY TRIAL.
(a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER AND UNDER THE NOTES SHALL BE CONSTRUED IN ACCORDANCE
WITH AND BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
PRINCIPLES THEREOF) OF THE STATE OF GEORGIA.

(B) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT, THE NOTES OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE
SUPERIOR COURT OF FULTON COUNTY, GEORGIA, OR ANY OTHER COURT OF THE STATE OF
GEORGIA OR OF THE UNITED STATES OF AMERICA FOR THE NORTHERN DISTRICT OF
GEORGIA, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, BORROWER HEREBY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVE TRIAL BY JURY, AND BORROWER HEREBY IRREVOCABLY WAIVES
ANY OBJECTION, INCLUDING,

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WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.

(C) BORROWER HEREBY IRREVOCABLY DESIGNATES ITS GENERAL
COUNSEL (PRESENTLY MICHAEL DE JANES), AS ITS DESIGNEE, APPOINTEE AND LOCAL
AGENT TO RECEIVE, FOR AND ON BEHALF OF BORROWER, SERVICE OF PROCESS IN SUCH
RESPECTIVE JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR THE NOTES OR ANY DOCUMENT RELATED THERETO. IT IS UNDERSTOOD
THAT A COPY OF SUCH PROCESS SERVED ON SUCH LOCAL AGENT WILL BE PROMPTLY
FORWARDED BY SUCH LOCAL AGENT AND BY THE SERVER OF SUCH PROCESS BY MAIL TO
BORROWER AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, BUT THE
FAILURE OF BORROWER TO RECEIVE SUCH COPY SHALL NOT AFFECT IN ANY WAY THE
SERVICE OF SUCH PROCESS. BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO BORROWER AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME
EFFECTIVE 30 DAYS AFTER SUCH MAILING.

(d) Nothing herein shall affect the right of any
Lender, any holder of a Note or any Credit Party to serve process in any other
manner permitted by law or to commence legal proceedings or otherwise proceed
against Borrower in any other jurisdiction.

SECTION 10.08. INDEPENDENT NATURE OF LENDERS' RIGHTS. The
amounts payable at any time hereunder to each Lender shall be a separate and
independent debt, and each Lender shall be entitled to protect and enforce its
rights pursuant to this Agreement and its Notes, and it shall not be necessary
for any other Lender to be joined as an additional party in any proceeding for
such purpose.

SECTION 10.09. COUNTERPARTS. This Agreement may be
executed in any number of counterparts and by the different parties hereto on
separate counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument.

SECTION 10.10. EFFECTIVENESS; SURVIVAL.

(a) This Agreement shall become effective on the date
(the "Effective Date") on which all of the parties hereto shall have signed a
copy hereof (whether the same or

73
<PAGE> 80

different copies) and shall have delivered the same to the Documentation Agent
pursuant to Section 10.01 or, in the case of the Lenders, shall have given to
the Documentation Agent written or telex notice (actually received) that the
same has been signed and mailed to them.

(b) The obligations of Borrower under Sections
3.06(b), 3.09, 3.11, 3.12 and 10.04 hereof shall survive the payment in full of
the Notes and all other Obligations after the Maturity Date. All
representations and warranties made herein, in the certificates, reports,
notices, and other documents delivered pursuant to this Agreement shall survive
the execution and delivery of this Agreement, the other Credit Documents, and
such other agreements and documents, the making of the Loans hereunder, and the
execution and delivery of the Notes.

SECTION 10.11. SEVERABILITY. In case any provision in or
obligation under this Agreement or the other Credit Documents shall be invalid,
illegal or unenforceable, in whole or in part, in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.

SECTION 10.12. INDEPENDENCE OF COVENANTS. All covenants
hereunder shall be given independent effect so that if a particular action or
condition is not permitted by any of such covenants, the fact that it would be
permitted by an exception to, or be otherwise within the limitation of, another
covenant, shall not avoid the occurrence of a Default or an Event of Default if
such action is taken or condition exists.

SECTION 10.13. HEADINGS DESCRIPTIVE; ENTIRE AGREEMENT. The
headings of the several sections and subsections of this Agreement are inserted
for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement. This Agreement, the other
Credit Documents, and the agreements and documents required to be delivered
pursuant to the terms of this Agreement constitute the entire agreement among
the parties hereto and thereto regarding the subject matters hereof and thereof
and supersede all prior agreements, representations and understandings related
to such subject matters.

74
<PAGE> 81
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and to be delivered in Atlanta, Georgia, by their
duly authorized officers as of the day and year first above written.

Address for Notices: CHOICEPOINT INC.

1000 Alderman Drive By:/s/ Doug Curling
Alpharetta, Georgia 30005 ------------------------------------
Doug Curling
Executive Vice President

Attn: Mr. Richard M. Koze
Attest: /s/Michael de Janes
--------------------------------
Telephone: (770) 752-6010 Michael de Janes
Telecopy: (770) 752-6247 Assistant Secretary

[CORPORATE SEAL]

75
<PAGE> 82

Address for Notices: WACHOVIA BANK, N.A.,
AS ADMINISTRATIVE AGENT

191 Peachtree St., N.E. By: /s/ Bradley S. Marcus
Atlanta, GA 30303 ----------------------------
Name: Bradley S. Marcus
Title: SVP
Attn: Mr. Brad Marcus

Telephone No.: (404) 332-6483
Telecopy No.: (404) 332-5016

Payment Office:

191 Peachtree St., N.E.
Atlanta, Georgia 30303

<PAGE> 83

Address for Notices: SUNTRUST BANK, ATLANTA,
AS DOCUMENTATION AGENT

25 Park Place, N.E., 23rd Floor
Atlanta, Georgia 30303 By:/s/ J. Christopher Deisley
Attn: Mr. J. Christopher Deisley -------------------------
Name: J. Christopher Deisley
Title: First Vice President

Telephone No.: (404) 588-8684
Telecopy No.: (404) 588-8833
By: /s/ Brenda Zino
----------------------------
Name: Brenda Zino
Title: Banking Officer

Payment Office:

25 Park Place, N.E., 23rd Floor
Atlanta, Georgia 30303

77
<PAGE> 84

Address for Notices: WACHOVIA BANK, N.A.

191 Peachtree St., N.E. By: /s/ Bradley S Marcus
Atlanta, Georgia 30303 ----------------------
Attention: Mr. Brad Marcus Name: Bradely S Marcus
Title: SVP

Telephone No.: (404) 332-6483
Telecopy No. (404) 332-5016

Lending Office and Payment Office:

191 Peachtree St., N.E.
Atlanta, Georgia 30303

SYNDICATED LOAN COMMITMENT: $60,000,000

PRO RATA SHARE OF
SYNDICATED LOAN COMMITMENTS: 24%

78
<PAGE> 85

Address for Notices: SUNTRUST BANK, ATLANTA

25 Park Place, N.E., 23rd Floor By:/s/ Christopher Deisley
Atlanta, Georgia 30303 ---------------------------
Attention: Mr. J. Christopher Deisley Name:Christopher Deisley
Title: First Vice President
Telephone No.: (404) 588-8684
Telecopy No.: (404) 588-8833
By: /s/ Brenda Zino
----------------------------
Name: Brenda Zino
Title: Banking Officer
Lending Office and Payment Office:

25 Park Place, N.E.
Atlanta, Georgia 30303

SYNDICATED LOAN COMMITMENT: $60,000,000

PRO RATA SHARE OF
SYNDICATED LOAN COMMITMENTS: 24%

79
<PAGE> 86

Address for Notices: FIRST UNION NATIONAL BANK
OF GEORGIA

999 Peachtree St.
Atlanta, Georgia 30309 By:/s/ Susan Tidwell
Attention: Mr. Jonathan Hook ------------------------
Name: Susan Tidwell
Title: SVP
Telephone No.: (404) 225-4055
Telecopy No.: (404) 225-4255

Lending Office and Payment Office:

999 Peachtree St.
Atlanta, Georgia 30309

SYNDICATED LOAN COMMITMENT: $40,000,000

PRO RATA SHARE OF
SYNDICATED LOAN COMMITMENTS: 16%

80
<PAGE> 87

Address for Notices: BANK OF AMERICA NT & SA

1230 Peachtree St., Suite 3800
Atlanta, Georgia 30309 By: /s/ Michelle W. Kacergis
Attention: Ms. Michelle Kacergis --------------------------
Name: Michelle W. Kacergis
Title: Managing Director
Telephone No.: (404) 249-6906
Telecopy No.: (404) 249-6938

Lending Office and Payment Office:

231 S. LaSalle Street
Chicago, Illinois 60697
Attn: Joycelyn Gray
Account Administration

SYNDICATED LOAN COMMITMENT: $35,000,000

PRO RATA SHARE OF
SYNDICATED LOAN COMMITMENTS: 14%

81
<PAGE> 88

Address for Notices: CIBC INC.

2727 Paces Ferry Road, Suite 1200
Atlanta, Georgia 30339 By:/s/ Roger Colden
Attention: Roger Colden -------------------------------
Name: Roger Colden
Title: Director, CIBC Wood Gubdy
Telephone No.: (770) 319-4902 Securities Corp. AS AGENT
Telecopy No.: (770) 319-4954

Lending Office and Payment Office:

2727 Paces Ferry Road, Suite 1200
Atlanta, Georgia 30339

SYNDICATED LOAN COMMITMENT: $30,000,000

PRO RATA SHARE OF
SYNDICATED LOAN COMMITMENTS: 12%

82
<PAGE> 89

Address for Notices: THE FIRST NATIONAL BANK OF
CHICAGO

One First National Plaza - MC 0324
Chicago, Illinois 60670-0324 By:/s/ Brett C. Newbert
Attention: Claudia Kech ---------------------------
Name: Brett C. Newbert
Title: Authorized Agent
Telephone No.: (312) 732-1031
Telecopy No.: (312) 732-4840

Lending Office and Payment Office:

One First National Plaza, Suite 063
Chicago, IL 60670

SYNDICATED LOAN COMMITMENT: $25,000,000

PRO RATA SHARE OF
SYNDICATED LOAN COMMITMENTS: 10%

<PAGE> 1
EXHIBIT 10.11(a)

================================================================================

MASTER AGREEMENT

Dated as of July 31, 1997

among

CHOICEPOINT INC.,
as Lessee and Guarantor,

SUNTRUST BANKS, INC., as Lessor,

and

SUNTRUST BANK, ATLANTA, as Agent

================================================================================

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C> <C>
SECTION 1 DEFINITIONS; INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 2 ACQUISITION, CONSTRUCTION AND LEASE; FUNDINGS;NATURE OF TRANSACTION . . . . . . . . . . . . . . 2
SECTION 2.1 Agreement to Acquire, Construct, Fund and
Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2.2 Fundings of Purchase Price, Development Costs
and Construction Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2.3 Funded Amounts and Interest and Yield Thereon . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2.4 Lessee Owner for Tax Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.5 Amounts Due Under Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

SECTION 3 CONDITIONS PRECEDENT; DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 3.1 Conditions to the Obligations of the Funding
Parties on each Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 3.2 Additional Conditions for the Initial Closing
Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 3.3 Conditions to the Obligations of Lessee . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 3.4 Conditions to the Obligations of the Funding
Parties on each Funding Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 3.5 Completion Date Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

SECTION 4 REPRESENTATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 4.1 Representations of Lessee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 4.2 Representations of the Lessor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 4.3 Representations of each Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

SECTION 5 COVENANTS OF THE LESSEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 5.1 Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 5.2 Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 5.3 Environmental Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 5.4 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 5.5 Environmental Release . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 5.6 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 5.7 Additional Required Appraisals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

SECTION 6 TRANSFERS BY LESSOR AND LENDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 6.1 Lessor Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 6.2 Loan Agreement; Lender Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

SECTION 7 INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 7.1 General Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 7.2 Environmental Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
</TABLE>

<PAGE> 3

<TABLE>
<S> <C> <C>
SECTION 7.3 Proceedings in Respect of Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 7.4 General Tax Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 7.5 Interest Rate Not Ascertainable, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 7.6 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 7.7 Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 7.8 Funding Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 7.9 Funding Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 7.10 Assumptions Concerning Funding of LIBOR
Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 7.11 End of Term Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

SECTION 8 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 8.1 Survival of Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 8.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 8.3 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 8.4 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 8.5 Headings, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 8.6 Parties in Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 8.7 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 8.8 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 8.9 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 8.10 Liabilities of the Funding Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 8.11 Submission to Jurisdiction; Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 8.12 Liabilities of the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
</TABLE>

-ii-
<PAGE> 4

APPENDIX A Definitions and Interpretation

<TABLE>
<CAPTION>
SCHEDULES

<S> <C>
SCHEDULE 2.2 Commitments
SCHEDULE 4.1(l) Subsidiaries
SCHEDULE 4.1(u) Outstanding Indebtedness
SCHEDULE 4.1(w) Environmental Matters
SCHEDULE 8.2 Notice Information
</TABLE>

<TABLE>
<CAPTION>
EXHIBITS

<S> <C>
EXHIBIT A Form of Funding Request
EXHIBIT B Form of Assignment of Lease and Rents
EXHIBIT C Form of Security Agreement and Assignment
EXHIBIT D Form of Mortgage
EXHIBIT E Form of Compliance Certificate
EXHIBIT F Form of Environmental Audit Reliance Letter
EXHIBIT G Forms of Opinions of Counsel
EXHIBIT H Form of Lessee Certification of Construction Completion
EXHIBIT I Form of Payment Date Notice
EXHIBIT J Form of Assignment and Assumption Agreement
EXHIBIT K Form of Loan Agreement
</TABLE>

-iii-
<PAGE> 5

MASTER AGREEMENT

THIS MASTER AGREEMENT, dated as of July 31, 1997 (as it may be amended
or modified from time to time in accordance with the provisions hereof, this
"Master Agreement"), is among CHOICEPOINT INC., a Georgia corporation
("Lessee"), SUNTRUST BANKS, INC., a Georgia corporation, as Lessor (the
"Lessor"), and SUNTRUST BANK, ATLANTA, a Georgia banking corporation, as Agent
(the "Agent").

PRELIMINARY STATEMENT

In accordance with the terms and provisions of this Master Agreement,
the Lease, the Lease Participation Agreement, the Loan Agreement and the other
Operative Documents, (i) the Lessor contemplates acquiring Land and Buildings
on such Land from time to time, and leasing such Land and Buildings to the
Lessee, (ii) the Lessee may construct Buildings on certain Land for the Lessor
and, when completed, to lease such Buildings from the Lessor as part of the
Leased Property under the Lease, (iii) the Lessee, as agent, wishes to obtain,
and the Lessor is willing to provide, funding for the acquisition of the Land
and Buildings and the construction of Buildings, (iv) the Lessor wishes to
sell, and the Lease Participant wishes to purchase, a participation interest in
the Lessor's rights under the Lease, (v) the Lessor may obtain from Lenders
willing to provide the same, from time to time, financing of a portion of the
funding of the acquisition of the Land and the construction of the Buildings,
and (vi) the Lessee is willing to provide its Operative Guaranty to the Funding
Parties.

In consideration of the mutual agreements contained in this Master
Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

SECTION 1
DEFINITIONS; INTERPRETATION

Unless the context shall otherwise require, capitalized terms used and
not defined herein shall have the meanings assigned thereto in Appendix A
hereto for all purposes hereof; and the rules of interpretation set forth in
Appendix A hereto shall apply to this Master Agreement.

<PAGE> 6

SECTION 2
ACQUISITION, CONSTRUCTION AND LEASE; FUNDINGS;
NATURE OF TRANSACTION

SECTION 2.1 Agreement to Acquire, Construct, Fund and Lease.

(a) Land. Subject to the terms and conditions of this Master
Agreement, with respect to each parcel of Land, on the related Closing Date (i)
the Lessor agrees to acquire such interest in the related Land from the
applicable Seller as is transferred, sold, assigned and conveyed to the Lessor
pursuant to the applicable Purchase Agreement, (ii) the Lessor hereby agrees to
lease such Land to the Lessee pursuant to the Lease, and (iii) the Lessee
hereby agrees to lease such Land from the Lessor pursuant to the Lease.

(b) Building. With respect to each parcel of Land,
subject to the terms and conditions of this Master Agreement, from and after
the Closing Date relating to such Land (i) the Construction Agent agrees,
pursuant to the terms of the Construction Agency Agreement, to construct and
install the Building on such Land for the Lessor prior to the Scheduled
Construction Termination Date, (ii) the Lenders and the Lessor agree to fund
all or a portion of the costs of such construction and installation (and
interest and yield thereon), (iii) the Lessor shall lease such Building as part
of such Leased Property to the Lessee pursuant to the Lease, and (iv) the
Lessee shall lease such Building from the Lessor pursuant to the Lease.

SECTION 2.2 Fundings of Purchase Price, Development Costs and
Construction Costs.

(a) Initial Funding and Payment of Purchase Price for Land
and Development Costs on Closing Date. Subject to the terms and conditions of
this Master Agreement, on the Closing Date for any Land, each Lender shall make
available to the Lessor its initial Loan with respect to such Land in an amount
equal to the product of such Lender's Commitment Percentage times the purchase
price for the Land and the development, transaction and closing costs incurred
by the Lessee through such Closing Date, which funds the Lessor shall use,
together with Lessor funds in an amount equal to the product of the Lessor's
Commitment Percentage times the purchase price for the related Land and the
development, transaction and closing costs incurred by the Lessee, as agent,
through such Closing Date, to purchase the Land from the applicable Seller
pursuant to the applicable Purchase

2
<PAGE> 7

Agreement and to pay to the Lessee the amount of such development, transaction
and closing costs, and the Lessor shall lease such Land to the Lessee pursuant
to the Lease.

(b) Subsequent Fundings and Payments of Construction
Costs during Construction Term. Subject to the terms and conditions of this
Master Agreement, on each Funding Date following the Closing Date for each
parcel of Land until the related Construction Term Expiration Date, (i) each
Lender shall make available to the Lessor a Loan in an amount equal to the
product of such Lender's Commitment Percentage times the amount of Funding
requested by the Lessee for such Funding Date, which funds the Lessor hereby
directs the Lender to pay over to the Lessee as set forth in paragraph (d), and
(ii) the Lessor shall pay over to the Lessee its own funds (which shall
constitute a part of and an increase in the Lessor's Invested Amount with
respect to such Leased Property) in an amount equal to the product of the
Lessor's Commitment Percentage times the amount of Funding requested by the
Lessee for such Funding Date.

(c) Aggregate Limits on Funded Amounts. The aggregate
amount that the Funding Parties shall be committed to provide as Funded Amounts
under this Master Agreement, the Loan Agreement and the Lease Participation
Agreement shall not exceed (x) with respect to each Leased Property the costs
of purchase and construction of such Leased Property and the related closing
and financing costs, or (y) $22,000,000 in the aggregate for all Leased
Properties. The aggregate amount that any Funding Party shall be committed to
fund under this Master Agreement, the Lease Participation Agreement and the
Loan Agreement shall not exceed the lesser of (i) such Funding Party's
Commitment and (ii) such Funding Party's Commitment Percentage of the aggregate
Fundings requested under this Master Agreement.

(d) Notice, Time and Place of Fundings. With respect to
each Funding, the Lessee shall give the Lessor and the Agent an irrevocable
prior written notice not later than 12:00 noon, Atlanta, Georgia, two Business
Days prior to the proposed Closing Date or other Funding Date, as the case may
be, pursuant, in each case, to a Funding Request in the form of Exhibit A (a
"Funding Request"), specifying the Closing Date or subsequent Funding Date, as
the case may be, the amount of Funding requested, and the Rent Period(s)
therefor. All documents and instruments required to be delivered on such
Closing Date pursuant to this Master Agreement shall be delivered at the
offices of Mayer, Brown & Platt, 190 South LaSalle Street, Chicago, Illinois
60603, or at such other location as may be determined by the

3
<PAGE> 8

Lessor, the Lessee and the Agent. Each Funding shall occur on a Business Day
and shall be in an amount equal to $250,000 or an integral multiple of $25,000
in excess thereof. All remittances made by any Lender and the Lessor for any
Funding shall be made in immediately available funds by wire transfer to or, as
is directed by, the Lessee, with receipt by the Lessee not later than 1:00
p.m., Atlanta, Georgia time, on the applicable Funding Date, upon satisfaction
or waiver of the conditions precedent to such Funding set forth in Section 3;
such funds shall (1) in the case of the initial Funding on a Closing Date, be
used to pay the purchase price to the applicable Seller for the related Land
and pay the Lessee development, transaction and closing costs related to such
Land, and (2) in the case of each subsequent Funding in respect of a
Construction Land Interest be used to pay to the Lessee as the Construction
Agent for the payment or reimbursement of Construction costs.

(e) Lessee's Deemed Representation for Each Funding.
Each Funding Request by the Lessee shall be deemed a reaffirmation of the
Lessee's indemnity obligations in favor of the Indemnitees under the Operative
Documents and a representation by the Lessee to the Lessor, the Agent, the
Lease Participant and the Lenders that on the proposed Closing Date or Funding
Date, as the case may be, (i) the amount of Funding requested represents
amounts owing in respect of the purchase price of the related Land and
development, transaction and closing costs in respect of the Leased Property
(in the case of the initial Funding on a Closing Date) or amounts that the
Lessee reasonably believes will be due in the 90 days following such Funding
from the Lessee to third parties in respect of the Construction, or amounts
paid by the Lessee to third parties in respect of the Construction for which
the Lessee has not previously been reimbursed by a Funding (in the case of any
Funding), (ii) no Event of Default or Potential Event of Default exists, and
(iii) the representations of the Lessee set forth in Section 4.1 are true and
correct in all material respects as though made on and as of such Funding Date,
except to the extent such representations or warranties relate solely to an
earlier date, in which case such representations and warranties shall have been
true and correct in all material respects on and as of such earlier date.

(f) Notwithstanding anything to the contrary set forth herein
or in the other Operative Documents, each Lender's and the Lessor's commitments
shall be several, and not joint. In no event shall any Funding Party be
obligated to fund an amount in excess of such Funding Party's Commitment
Percentage of any

4
<PAGE> 9

Funding, or to fund amounts in the aggregate in excess of such Funding Party's
Commitment.

SECTION 2.3 Funded Amounts and Interest and Yield Thereon.

(a) The Lessor's Invested Amount for any Leased Property
outstanding from time to time shall accrue yield ("Yield") at a rate equal to
the sum of (i) the LIBOR Rate, plus (ii) the Applicable Margin per annum, in
each case, computed using the actual number of days elapsed and a 360 day year.
If all or a portion of the principal amount of or yield on the Lessor's
Invested Amounts shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue amount shall, without limiting the
rights of the Lessor under the Lease, to the maximum extent permitted by law,
accrue yield at the Overdue Rate, in each case from the date of nonpayment
until paid in full (as well after as before judgment). Any change in the Yield
rate on the Lessor's Invested Amounts resulting from a change in the
Alternative Rate shall become effective as of the opening of business on the
day on which such Alternative Rate changes as provided in the definition
thereof.

(b) Each Lender's Funded Amount for any Leased Property
outstanding from time to time shall accrue interest as provided in the Loan
Agreement.

(c) During the Construction Term, in lieu of paying
accrued interest, on such Payment Date, so long as no Event of Default or
Potential Event of Default then exists, each Lender's Funded Amount in respect
of a Construction Land Interest shall automatically be increased by the amount
of interest accrued on the related Loans pursuant to the Loan Agreement during
the quarter ending immediately prior to such Payment Date (except to the extent
that at any time such increase would cause such Lender's Funded Amount to
exceed such Lender's Commitment, in which event the Lessee shall pay such
excess amount to such Lender in immediately available funds). Similarly,
during the Construction Term, in lieu of paying accrued Yield, on such Payment
Date, so long as no Event of Default then exists, the Lessor's Invested Amount
in respect of such Construction Land Interest shall automatically be increased
by the amount of Yield accrued on the Lessor's Invested Amount in respect of
such Land during the quarter ending immediately prior to such Payment Date
(except to the extent that at any time such increase would cause the Lessor's
Invested Amount to exceed the Lessor's Commitment, in which event the Lessee
shall pay such excess amount to the Lessor in immediately available funds).
Such increases in Funded

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<PAGE> 10
Amounts shall occur without any disbursement of funds by the Funding Parties.

(d) Three Business Days prior to the last day of each Rent
Period, the Lessee shall deliver to the Lessor and the Agent a notice
substantially in the form of Exhibit I (each, a "Payment Date Notice"),
appropriately completed, specifying the allocation of the Funded Amounts
related to such Rent Period to LIBOR Advances and the Rent Periods therefor,
provided that no such allocation shall be in an amount less than $250,000.
Each such Payment Date Notice shall be irrevocable. If no such notice is
given, the Funded Amounts shall be allocated to a LIBOR Advance with a Rent
Period of three (3) months.

SECTION 2.4 Lessee Owner for Tax Purposes. With respect to each
Leased Property, it is the intent of the Lessee and the Funding Parties that
for federal, state and local tax purposes (A) the Lessee owns such Leased
Property and will be entitled to all tax benefits ordinarily available to an
owner of property similar to such Leased Property, (B) the Lease will be
treated as a financing arrangement, and (C) the Lessor will be treated as a
lender making loans to the Lessee. Nevertheless, the Lessee acknowledges and
agrees that no Funding Party or any other Person has made any representations
or warranties concerning the tax, financial, accounting or legal
characteristics or treatment of the Operative Documents and that the Lessee has
obtained and relied solely upon the advice of its own tax, accounting and legal
advisors concerning the Operative Documents and the accounting, tax, financial
and legal consequences of the transactions contemplated therein.

SECTION 2.5 Amounts Due Under Lease. With respect to each Leased
Property, anything else herein or elsewhere to the contrary notwithstanding, it
is the intention of the Lessee and the Funding Parties that: (i) the amount
and timing of Basic Rent due and payable from time to time from the Lessee
under the Lease shall be equal to the aggregate payments due and payable with
respect to interest on, and principal of, the Loans in respect of such Leased
Property and Yield on, and principal of, the Lessor's Invested Amounts, if any,
in respect of such Leased Property on each Payment Date; (ii) if the Lessee
elects the Purchase Option with respect to a Leased Property or becomes
obligated to purchase such Leased Property under the Lease, the Funded Amounts
in respect of such Leased Property, all interest and Yield thereon and all
other obligations of the Lessee owing to the Funding Parties in respect of the
Leased Property shall be paid in full by the Lessee; (iii) if the Lessee
properly elects

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the Remarketing Option, the principal amount of, and accrued interest on, the A
Loans and the A Percentage of the Lessor's Invested Amounts in respect of such
Leased Property, if any, will be paid out of the Recourse Deficiency Amount,
and the Lessee shall only be required to pay to the Lenders in respect of the
principal amount of the B Loans in respect of such Leased Property and to the
Lessor in respect of the B Percentage of the Lessor's Invested Amounts in
respect of such Leased Property, if any, the proceeds of the sale of such
Leased Property; and (iv) upon an Event of Default resulting in an acceleration
of the Lessee's obligation to purchase such Leased Property under the Lease,
the amounts then due and payable by the Lessee under the Lease shall include
all amounts necessary to pay in full the Loans in respect of such Leased
Property, and accrued interest thereon, the Lessor's Invested Amounts in
respect of such Leased Property, if any, and accrued Yield thereon and all
other obligations of the Lessee owing to the Funding Parties in respect of such
Leased Property.

SECTION 3
CONDITIONS PRECEDENT; DOCUMENTS

SECTION 3.1 Conditions to the Obligations of the Funding Parties
on each Closing Date. The obligations of the Lessor and each Lender to carry
out their respective obligations under Section 2 of this Master Agreement to be
performed on the Closing Date with respect to any Leased Property shall be
subject to the fulfillment to the satisfaction of, or waiver by, each such
party hereto (acting directly or through its counsel) on or prior to such
Closing Date of the following conditions precedent, provided that the
obligations of any Funding Party shall not be subject to any conditions
contained in this Section 3.1 which are required to be performed by such
Funding Party:

(a) Documents. The following documents shall have been
executed and delivered by the respective parties thereto:

(i) Deed and Purchase Agreement. The related
original Deed duly executed by the applicable Seller and in
recordable form, and copies of the related Purchase Agreement,
duly executed by such Seller and the Lessee, shall each have
been delivered to the Agent, with copies thereof to each other
Funding Party.

(ii) Lease; Lease Supplement. The original of the
related Lease Supplement, duly executed by the

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<PAGE> 12

Lessee and the Lessor and in recordable form, shall have been
delivered to the Agent.

(iii) Mortgage and Assignment of Lease and Rents. If
a Loan Agreement is then in effect, counterparts of
the Mortgage in the form of Exhibit D attached hereto, duly
executed by the Lessor and in recordable form, shall have been
delivered to the Agent (which Mortgage shall secure all of the
debt to the Agent [unless such mortgage is subject to a tax
based on the amount of indebtedness secured thereby, in which
case the amount secured will be limited to debt in an amount
equal to 125% of the projected cost of acquisition and
construction of such Leased Property]); and the Assignment of
Lease and Rents in recordable form, duly executed by the
Lessor, shall have been delivered to the Agent.

(iv) Security Agreement and Assignment. If
applicable, counterparts of the Security Agreement and
Assignment (substantially in the form of Exhibit C), duly
executed by the Lessee, with an acknowledgment and consent
thereto satisfactory to the Lessor and the Agent duly executed
by the related General Contractor and the related Architect,
as applicable, and complete copies of the related Construction
Contract and the related Architect's Agreement certified by
the Lessee, shall have been delivered to the Lessor and the
Agent (it being understood and agreed that if no related
Construction Contract or Architect's Agreement exists on such
Closing Date the Lessee shall deliver such Security Agreement
and Assignment and consents concurrently with the Lessee's
entering into such contracts).

(v) Survey. The Lessee shall have delivered, or
shall have caused to be delivered, to the Lessor and the
Agent, at the Lessee's expense, an accurate survey certified
to the Lessor and the Agent in a form satisfactory to the
Lessor and the Agent and showing no state of facts
unsatisfactory to the Lessor or the Agent and prepared within
ninety (90) days of the Closing Date by a Person reasonably
satisfactory to the Lessor and the Agent. Such survey shall
(1) be acceptable to the Title Insurance Company for the
purpose of providing extended coverage to the Lessor and a
lender's comprehensive endorsement to the Agent,

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<PAGE> 13

(2) show no encroachments on such Land by structures owned by
others, and no encroachments from any part of such Leased
Property onto any land owned by others, and (3) disclose no
state of facts reasonably objectionable to the Lessor, the
Agent or the Title Insurance Company, and be reasonably
acceptable to each such Person.

(vi) Title and Title Insurance. On such Closing
Date, the Lessor shall receive from a title insurance company
acceptable to the Lessor and the Agent an ALTA Owner's Policy
of Title Insurance issued by such title insurance company and
the Agent shall receive from such title insurance company an
ALTA Mortgagee's Policy of Title Insurance issued by such
title insurance company, in each case, in the amount of the
projected cost of acquisition and construction of such Leased
Property, reasonably acceptable in form and substance to the
Lessor and the Agent, respectively (collectively, the "Title
Policy"). The Title Policy shall be dated as of the Closing
Date, and, to the extent permitted under Applicable Law, shall
include a pending disbursements clause reasonably satisfactory
to the Lessor and the Agent and coverage over the creditors'
rights exclusion and the general exceptions to such policy,
and shall contain such affirmative endorsements as to
mechanic's liens, easements and rights-of-way, encroachments,
the non-violation of covenants and restrictions, survey
matters and other matters as the Lessor or the Agent shall
reasonably request.

(vii) Appraisal. Each Funding Party shall have
received a report of the Appraiser (an "Appraisal"), paid for
by the Lessee, which shall meet the requirements of the
Financial Institutions Reform, Recovery and Enforcement Act of
1989, shall be satisfactory to such Funding Party and shall
state in a manner satisfactory to such Funding Party the
estimated "as vacant" value of such Land and the Building to
be constructed thereon. Such Appraisal must show that (1) the
estimated Fair Market Sales Value of the Leased Property
(determined as if the Building had already been completed in
accordance with the related Plans and Specifications) at the
commencement of the Lease Term with respect thereto is equal
to the projected cost of acquisition and construction of such
Leased Property, and (2) the "as vacant" value described above
is at

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<PAGE> 14

least 60% of the total cost of the Leased Property, including
the trade fixtures, equipment and personal property to be
included therein.

(viii) Environmental Audit and related Reliance
Letter. The Lessor and the Agent shall have received
an Environmental Audit for such Leased Property showing that
no Hazardous Materials are present and otherwise satisfactory
to the Lessor and the Agent; and the firm that prepared the
Environmental Audit for such Leased Property shall have
delivered to the Lessor and the Agent a letter (substantially
in the form of Exhibit F) stating that the Lessor, the Agent,
the Lease Participant and the Lenders may rely upon such
firm's Environmental Audit of such Land, it being understood
that the Lessor's and the Agent's acceptance of any such
Environmental Audit shall not release or impair the Lessee's
obligations under the Operative Documents with respect to any
environmental liabilities relating to such Leased Property.

(ix) Evidence of Insurance. The Lessor and the
Agent shall have received from the Lessee certificates of
insurance evidencing compliance with the provisions of Article
VIII of the Lease (including the naming of the Lessor, the
Agent, the Lease Participant and the Lenders as additional
insured or loss payee with respect to such insurance), in form
and substance reasonably satisfactory to the Lessor and the
Agent.

(x) Officer's Certificate. Each of the Agent and
the Lessor shall have received an Officer's Certificate of the
Lessee stating that, to the best of such officer's knowledge,
(A) each and every representation and warranty of the Lessee
contained in the Operative Documents is true and correct in
all material respects on and as of such Closing Date as though
made on and as of such Closing Date, except to the extent such
representations or warranties relate solely to an earlier
date, in which case such representations and warranties were
true and correct in all material respects on and as of such
earlier date; (B) no Event of Default, Potential Event of
Default or Construction Force Majeure Event has occurred and
is continuing; (C) each Operative Document to which the Lessee
is a party is in full force and effect with respect to it; and
(D) no event that could reasonably be expected to

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<PAGE> 15

have a Material Adverse Effect has occurred since March 31,
1997.

(xi) UCC Financing Statement; Recording Fees;
Transfer Taxes. Each Funding Party shall have received
satisfactory evidence of (i) the execution and delivery to
Agent of a UCC-1 and UCC-2 financing statement to be
filed with the Secretary of State of the applicable State (or
other appropriate filing office) and the county where the
related Land is located respectively, and such other Uniform
Commercial Code financing statements as any Funding Party
deems necessary or desirable in order to protect such Funding
Party's interests and (ii) the payment of all recording and
filing fees and taxes with respect to any recordings or
filings made of the related Deed, the Lease, the related Lease
Supplement, the related Mortgage and the related Assignment of
Lease and Rents.

(xii) Opinions. The opinion of local counsel for the
Lessee qualified in the jurisdiction in which such Leased
Property is located, substantially in the form set forth in
Exhibit G-2, and containing such other matters as the parties
to whom they are addressed shall reasonably request, shall
have been delivered and addressed to each of the Lessor, the
Agent, the Lease Participant and the Lenders, and to the
extent requested by the Agent, opinions supplemental to those
delivered under Section 3.2(vii) and reasonably satisfactory
to the Agent shall have been delivered and addressed to each
of the Lessor, the Agent, the Lease Participant and the
Lenders.

(b) Litigation. No action or proceeding shall have been
instituted or threatened nor shall any governmental action, suit, proceeding or
investigation be instituted or threatened before any Governmental Authority,
nor shall any order, judgment or decree have been issued or proposed to be
issued by any Governmental Authority, to set aside, restrain, enjoin or prevent
the performance of this Master Agreement or any transaction contemplated hereby
or by any other Operative Document or which is reasonably likely to materially
adversely affect the Leased Property or any transaction contemplated by the
Operative Documents or which could reasonably be expected to result in a
Material Adverse Effect.

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(c) Legality. In the opinion of such Funding Party or
its counsel, the transactions contemplated by the Operative Documents shall not
violate any Applicable Law, and no change shall have occurred or been proposed
in Applicable Law that would make it illegal for such Funding Party to
participate in any of the transactions contemplated by the Operative Documents.

(d) No Events. (i) No Event of Default, Potential Event
of Default, Event of Loss or Event of Taking relating to such Leased Property
shall have occurred and be continuing, (ii) no action shall be pending or
threatened by a Governmental Authority to initiate a Condemnation or an Event
of Taking, and (iii) there shall not have occurred any event that could
reasonably be expected to have a Material Adverse Effect since March 31, 1997.

(e) Representations. Each representation and warranty of
the parties hereto or to any other Operative Document contained herein or in
any other Operative Document shall be true and correct in all material respects
as though made on and as of the Closing Date.

(f) Cutoff Date. The initial Closing Date shall occur on
or prior to August 31, 1997. No Closing Date shall occur after the Funding
Termination Date.

(g) Transaction Expenses. The Lessee shall have paid the
Transaction Costs then accrued and invoiced which the Lessee has agreed to pay
pursuant to Section 8.8.

SECTION 3.2 Additional Conditions for the Initial Closing Date.
The obligations of the Lessor and each Lender to carry out their respective
obligations under Section 2 of this Master Agreement to be performed on the
initial Closing Date shall be subject to the satisfaction of, or waiver by,
each such party hereto (acting directly or through its counsel) on or prior to
the initial Closing Date of the following conditions precedent in addition to
those set forth in Section 3.1, provided that the obligations of any Funding
Party shall not be subject to any conditions contained in this Section 3.2
which are required to be performed by such Funding Party:

(i) Operative Guaranty. Counterparts of the
Operative Guaranty, duly executed by the Affiliate Guarantor,
shall have been delivered to each Funding Party.

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<PAGE> 17

(ii) Lease Participation Agreement. Counterparts
of the Lease Participation Agreement, duly executed by the
Lessor, the Agent and the Lease Participant, shall have been
delivered to each of the parties thereto.

(iii) Master Agreement. Counterparts of this Master
Agreement, duly executed by the parties hereto, shall have
been delivered to each of the parties hereto.

(iv) Construction Agency Agreement. Counterparts of
the Construction Agency Agreement, duly executed by the
parties thereto shall have been delivered to each of the
parties hereto.

(v) Lease. Counterparts of the Lease, duly
executed by the Lessee and the Lessor, shall have been
delivered to each Funding Party and the original, chattel
paper copy of the Lease shall have been delivered to the
Agent.

(vi) Lessee's Resolutions and Incumbency
Certificate, etc. Each of the Agent and the Lessor shall have
received (x) a certificate of the Secretary or an Assistant
Secretary of the Lessee, attaching and certifying as to (i)
the Board of Directors' resolution duly authorizing the
execution, delivery and performance by it of each Operative
Document to which it is or will be a party, (ii) the
incumbency and signatures of persons authorized to execute and
deliver such documents on its behalf, (iii) its articles of
incorporation, certified as of a recent date by the Secretary
of State of the state of its incorporation and (iv) its
by-laws, and (y) good standing certificates for the Lessee
from the appropriate offices of the States of such Person's
incorporation and principal place of business.

(vii) Opinions of Counsel. The opinions of Jones,
Day, Reavis & Pogue and of internal counsel to the Lessee,
dated the initial Closing Date, substantially in the form set
forth in Exhibit G-1, and containing such other matters as the
parties to whom it is addressed shall reasonably request,
shall have been delivered and addressed to each of the Lessor,
the Agent and the Lease Participant.

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<PAGE> 18

(viii) Lessor's Incumbency Certificate. The Agent
shall have received a certificate of secretary of the Lessor
attaching and certifying as to the incumbency and signatures
of persons authorized to execute and deliver such documents on
its behalf.

SECTION 3.3 Conditions to the Obligations of Lessee. The
obligations of the Lessee to lease from the Lessor are subject to the
fulfillment on the related Closing Date to the satisfaction of, or waiver by,
the Lessee, of the following conditions precedent:

(a) General Conditions. The conditions set forth in
Sections 3.1 and 3.2 that require fulfillment by the Lessor or the Lenders
shall have been satisfied.

(b) Legality. In the opinion of the Lessee or its
counsel, the transactions contemplated by the Operative Documents shall not
violate any Applicable Law, and no change shall have occurred or been proposed
in Applicable Law that would make it illegal for the Lessee to participate in
any of the transactions contemplated by the Operative Documents.

SECTION 3.4 Conditions to the Obligations of the Funding Parties
on each Funding Date. The obligations of the Lessor and each Lender to carry
out their respective obligations under Section 2 of this Master Agreement to be
performed on each Funding Date shall be subject to the fulfillment to the
satisfaction of, or waiver by, each such party hereto (acting directly or
through their respective counsel) or prior to each such Funding Date of the
following conditions precedent, provided that the obligations of any Funding
Party shall not be subject to any conditions contained in this Section 3.4
which are required to be performed by such Funding Party:

(a) Funding Request. The Lessor and the Agent shall have
received from the Lessee the Funding Request therefor pursuant to Section
2.2(d).

(b) Condition Fulfilled. As of such Funding Date, the
condition set forth in Section 3.1(d)(i) shall have been satisfied.

(c) Representations. As of such Funding Date, both
before and after giving effect to the Funding requested by the Lessee on such
date, the representations and warranties that the Lessee is deemed to make
pursuant to Section 2.2(e) shall be true

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<PAGE> 19

and correct in all material respects on and as of such Funding Date as though
made on and as of such Funding Date, except to the extent such representations
or warranties relate solely to an earlier date, in which case such
representations and warranties shall have been true and correct in all material
respects on and as of such earlier date.

(d) No Bonded Stop Notice or Filed Mechanics Lien. As of
each Funding Date, and as to any Funded Amount requested for any Leased
Property on each such Funding Date, (i) neither the Lessor, the Agent, the
Lease Participant nor any Lender has received (with respect to such Leased
Property) a bonded notice to withhold Loan funds that has not been discharged
by the Lessee, and (ii) no mechanic's liens or materialman's liens have been
filed against such Leased Property that have not been discharged by the Lessee,
bonded over in a manner reasonably satisfactory to the Agent or insured over by
the Title Insurance Company.

(e) Security Agreement and Assignment. If Construction is
being funded, the Security Agreement and Assignments and related consents
described in Section 3.1(a)(iv) shall have been executed and delivered.

SECTION 3.5 Completion Date Conditions. The occurrence of the
Completion Date with respect to any Leased Property shall be subject to the
fulfillment to the satisfaction of, or waiver by, each party hereto (acting
directly or through its counsel) of the following conditions precedent:

(a) Title Policy Endorsements; Architect's Certificate.
The Lessee shall have furnished to each Funding Party (1) the following
endorsements to the related Title Policy (each of which shall be subject to no
exceptions other than those reasonably acceptable to the Agent): a date-down
endorsement (redating and confirming the coverage provided under the Title
Policy and each endorsement thereto) and a "Form 9" endorsement (if available
in the applicable jurisdiction), in each case, effective as of a date not
earlier than the date of completion of the Construction, and (2) a certificate
of the Architect dated at or about the Completion Date, in form and substance
reasonably satisfactory to the Agent, the Lessor and the Lenders, and stating
that (i) the related Building has been completed substantially in accordance
with the Plans and Specifications therefor, and such Leased Property is ready
for occupancy, (ii) such Plans and Specifications comply in all material
respects with all Applicable Laws in effect at such time, and (iii) to the

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<PAGE> 20

best of the Architect's knowledge, such Leased Property, as so completed,
complies in all material respects with all Applicable Laws in effect at such
time. The Lessee shall also deliver to the Agent true and complete copies of:
(A) an "as built" or "record" set of the Plans and Specifications, (B) a plat
of survey of such Leased Property "as built" to a standard reasonably
acceptable to the Agent showing all easements, paving, driveways, fences and
exterior improvements, and (C) copies of a certificate or certificates of
occupancy for such Leased Property or other legally equivalent permission to
occupy such Leased Property.

(b) Construction Completion. The related Construction
shall have been completed substantially in accordance with the related Plans
and Specifications, the related Deed and all Applicable Laws, and such Leased
Property shall be ready for occupancy and operation. All fixtures, equipment
and other property contemplated under the Plans and Specifications to be
incorporated into or installed in such Leased Property shall have been
substantially incorporated or installed, free and clear of all Liens except for
Permitted Liens.

(c) Lessee Certification. The Lessee shall have
furnished the Lessor, the Agent, the Lease Participant and each Lender with a
certification of the Lessee (substantially in the form of Exhibit H) that:

(i) all amounts owing to third parties for the
related Construction have been paid in full (other than contingent
obligations for which the Lessee has made adequate reserves), and no
litigation or proceedings are pending, or to the best of the Lessee's
knowledge, are threatened, against such Leased Property or the Lessee
which could reasonably be expected to have a Material Adverse Effect;

(ii) all consents, licenses and permits and other
governmental authorizations or approvals required for such
Construction and operation of such Leased Property have been obtained
and are in full force and effect;

(iii) such Leased Property has available all
services of public facilities and other utilities necessary for use
and operation of such Leased Property for its intended purposes
including, without limitation, adequate water, gas and electrical
supply, storm and sanitary sewerage facilities, telephone, other
required public

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<PAGE> 21
utilities and means of access between the related Building and public
highways for pedestrians and motor vehicles;

(iv) all material agreements, easements and other
rights, public or private, which are necessary to permit the lawful
use and operation of such Leased Property as the Lessee intends to use
the Leased Property under the Lease and which are necessary to permit
the lawful intended use and operation of all then intended utilities,
driveways, roads and other means of egress and ingress to and from the
same have been obtained and are in full force and effect and the
Lessee has no knowledge of any pending modification or cancellation of
any of the same; and the use of such Leased Property does not depend
on any variance, special exception or other municipal approval, permit
or consent that has not been obtained and is in full force and effect
for its continuing legal use;

(v) all of the requirements and conditions set forth
in Section 3.5(b) hereof have been completed and fulfilled with
respect to such Leased Property and the related Construction; and

(vi) such Leased Property is in compliance in all
material respects with all applicable zoning laws and regulations.

SECTION 4
REPRESENTATIONS

SECTION 4.1 Representations of Lessee. Effective as of the date
of execution hereof, as of each Closing Date and as of each Funding Date, the
Lessee represents and warrants to each of the other parties hereto as follows:

(a) Corporate Existence; Compliance with Law. The Lessee
is a corporation duly organized, validly existing, and in good standing under
the laws of the jurisdiction of its incorporation. The Lessee (i) has the
corporate power and authority and the legal right to own and operate its
property and to conduct its business, (ii) is duly qualified as a foreign
corporation and in good standing under the laws of each jurisdiction where its
ownership of property or the conduct of its business requires such
qualification, and (iii) is in compliance with all Requirements of Law, except
where the failure

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<PAGE> 22

to duly qualify or to comply with applicable Requirements of Law would not have
a Material Adverse Effect.

(b) Corporate Power; Authorization. The Lessee has the
corporate power and authority to make, deliver and perform the Operative
Documents to which it is a party and has taken all necessary corporate action
to authorize the execution, delivery and performance of such Operative
Documents. No consent or authorization of, or filing with, any Person
(including, without limitation, any governmental authority), is required in
connection with the execution, delivery or performance by the Lessee, or the
validity or enforceability against the Lessee, of the Operative Documents,
other than such consents, authorizations or filings which have been made or
obtained.

(c) Enforceable Obligations. This Agreement and each
other Operative Document to which the Lessee is a party has been duly
authorized, executed and delivered by the Lessee, and this Agreement and each
other Operative Document to which the Lessee is a party constitute legal, valid
and binding obligations of the Lessee enforceable against the Lessee in
accordance with their respective terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting
the enforcement of creditors' rights generally and by general principles of
equity.

(d) No Contractual or Legal Bar. The execution, delivery
and performance by the Lessee of the Operative Documents to which it is a party
(i) will not contravene any material provision of any Requirement of Law, (ii)
will not conflict with or be inconsistent with or result in any breach of, or
constitute a default under, any Contractual Obligations of any Consolidated
Company that would result in liability to the Lessee of $500,000 or more in the
aggregate or otherwise result in a Material Adverse Effect, (iii) will not
violate any provision of the certificate of incorporation (or equivalent
thereof) or bylaws (or equivalent thereof) of the Lessee, (iv) will not require
the consent, approval or authorization of any governmental or non-governmental
authority or Person and (v) will not result in the creation of any Lien upon
the assets or properties of the Lessee and its Subsidiaries, other than those
Liens permitted under Section 5.2(a).

(e) No Material Litigation or Investigations. No
litigation, investigations or proceedings of or before any courts, tribunals,
arbitrators or governmental authorities are pending or, to the knowledge of the
Lessee threatened by or

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against any of the Consolidated Companies, or against any of their respective
properties or rights, existing or future (i) with respect to any Operative
Document or any of the transactions contemplated hereby or thereby, or (ii)
which, if adversely determined, would reasonably be expected to have a Material
Adverse Effect.

(f) Investment Company Act, Etc. None of the Consolidated
Companies is an "investment company" or a company "controlled" by an
"investment company" (as each of the quoted terms is defined or used in the
Investment Company Act of 1940, as amended). None of the Consolidated
Companies is subject to regulation under the Public Utility Holding Company Act
of 1935, the Federal Power Act, or any foreign, federal or local statute or
regulation limiting its ability to incur indebtedness for money borrowed,
guarantee such indebtedness, or pledge its assets to secure such indebtedness,
as contemplated hereby or by any other Operative Document.

(g) Margin Regulations. No part of the proceeds of any
of the Funded Amounts will be used for any purpose which violates, or which
would be inconsistent or not in compliance with, the provisions of the
applicable Margin Regulations.

(h) Insurance. The Lessee currently maintains insurance
with respect to its properties and businesses, with financially sound and
reputable insurers, having coverages against losses or damages of the kinds
customarily insured against by reputable companies in the same or similar
businesses, such insurance being the types, and in amounts no less than those
amounts which are, customary for such companies under similar circumstances;
provided, however, that the Lessee may self insure in amounts satisfactory to
management, subject to the provisions of Section 5.1(f). The Consolidated
Companies have paid all material amounts of insurance premiums now due and
owing with respect to such insurance policies and coverages (it being
understood that insurance premiums for certain insurance policies and coverages
may permit payment on a quarterly basis), and such policies and coverages are
in full force and effect.

(i) No Default. None of the Consolidated Companies is in
default under or with respect to any material Contractual Obligation in any
respect.

(j) No Burdensome Restrictions. None of the Consolidated
Companies is a party to or bound by any Contractual Obliga-

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tion or Requirement of Law which has had or would reasonably be expected to
have a Material Adverse Effect.

(k) Taxes. Each of the Consolidated Companies has
filed or caused to be filed all declarations, reports and tax returns which are
required to have been filed, and has paid all taxes, custom duties, levies,
charges and similar contributions ("taxes" in this Section 4.1(k) shown to be
due and payable on said returns or on any assessments made against it or its
properties, and all other taxes, fees or other charges imposed on it or any of
its properties by any governmental authority (other than those the amount or
validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have
been provided in its books or where the aggregate sum of taxes unpaid is less
than $500,000); and no tax liens have been filed and, to the knowledge of the
Lessee, no claims are being asserted with respect to any such taxes, fees or
other charges.

(l) Subsidiaries. Schedule 4.1(l) accurately describes
as of the initial Closing Date (1) the complete name of each Subsidiary of the
Lessee, (2) the jurisdiction of incorporation or organization of each
Subsidiary of the Lessee, (3) the ownership of all issued and outstanding
Capital Stock of each Subsidiary of the Lessee and (4) whether such Subsidiary
is a Material Subsidiary. Except as disclosed on Schedule 4.1(l), the Lessee
has no Subsidiaries and neither the Lessee nor any Subsidiary is a joint
venture partner or general partner in any partnership. Each of the Subsidiaries
is a corporation duly organized, validly existing and in good standing under
the laws of its jurisdiction of incorporation, is duly qualified to transact
business in every jurisdiction where the failure to so qualify would have a
Material Adverse Effect, and has all corporate powers and all governmental
licenses, authorizations, consents and approvals required to carry on its
business as now as now conducted in each case where the failure to have the
same would have a Material Adverse Effect.

(m) Financial Statements. The unaudited pro forma
balance sheet of the Consolidated Companies as of March 31, 1997 (after giving
effect to the SpinOff), setting forth the pro forma financial position of the
Consolidated Companies, a copy of which has been delivered to the Funding
Parties, fairly presents, on a pro forma basis, in conformity with generally
accepted accounting principles, the financial position of the Consolidated
Companies as of such date and time. The Consolidated Companies do not have any
material contingent obligations, contingent liabilities or

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other obligations which are not reflected in the balance sheet referenced above
(the "Pro Forma Financial Statements"). Since March 31, 1997, there have been
no changes with respect to the Consolidated Companies which has had or would
reasonably be expected to have a Material Adverse Effect.

(n) ERISA.

(i)(1) Identification of Plans. (A) None of the Consolidated
Companies nor any of their respective ERISA Affiliates maintains or contributes
to, or has during the past two years maintained or contributed to, any Plan
that is subject to Title IV of ERISA other than the Equifax Inc. U.S.
Retirement Income Plan, and (B) none of the Consolidated Companies maintains or
contributes to any Foreign Plan other than the Equifax Europe (U.K.) Ltd.
Pension Plan;

(2) Compliance. Each Plan and each Foreign Plan maintained
by the Consolidated Companies have at all times been maintained, by their terms
and in operation, in compliance with all applicable laws, and the Consolidated
Companies are subject to no tax or penalty with respect to any Plan maintained
or contributed to by such Consolidated Company or any ERISA Affiliate thereof,
including without limitation, any tax or penalty under Title I or Title IV of
ERISA or under Chapter 43 of the Tax Code, or any tax or penalty resulting from
a loss of deduction under Sections 404, or 419 of the Tax Code, where the
failure to comply with such laws, and such taxes and penalties, together with
all other liabilities referred to in this Section 4.1(n) (taken as a whole),
would in the aggregate have a Material Adverse Effect;

(3) Liabilities. The Consolidated Companies are subject to
no liabilities (including withdrawal liabilities) with respect to any Plans or
Foreign Plans maintained or contributed to by such Consolidated Companies or
any of their ERISA Affiliates, including without limitation, any liabilities
arising from Titles I or IV of ERISA, other than obligations to fund benefits
under an ongoing such Plan and to pay current contributions, expenses and
premiums with respect to such Plans or Foreign Plans, where such liabilities,
together with all other liabilities referred to in this Section 4.1(n) (taken
as a whole), would in the aggregate have a Material Adverse Effect;

(4) Funding. The Consolidated Companies and, with respect to
any Plan which is subject to Title IV of ERISA, each of their respective ERISA
Affiliates, have made full and timely

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payment of all amounts (A) required to be contributed by any of them under the
terms of each Plan and applicable law, and (B) required to be paid as expenses
by any of them (including PBGC or other premiums) of each Plan, where the
failure to pay such amounts (when taken as a whole, including any penalties
attributable to such amounts) would have a Material Adverse Effect. No Plan
maintained by a Consolidated Company subject to Title IV of ERISA has an
"amount of unfunded benefit liabilities" (as defined in Section 4001(a)(18) of
ERISA, determined as if such Plan terminated on any date on which this
representation and warranty is deemed made, in any amount which, together with
all other liabilities referred to in this Section 4.1(n) (taken as a whole),
would have a Material Adverse Effect if such amount were then due and payable.
The Consolidated Companies are subject to no liabilities with respect to
post-retirement medical benefits other than those accrued on the Lessee's
financial statements.

(ii) With respect to any Foreign Plan, reasonable reserves
have been established in accordance with prudent business practice or where
required by ordinary accounting practices in the jurisdiction where the Foreign
Subsidiary maintains its principal place of business or in which the Foreign
Plan is maintained. The aggregate unfunded liabilities, after giving effect to
any reserves for such liabilities, with respect to such Foreign Plans, together
with all other liabilities referred to in this Section 4.1(n) (taken as a
whole), would not have a Material Adverse Effect.

(o) Possession of Franchises, Licenses, Etc. Each of the
Consolidated Companies possesses all franchises, certificates, licenses,
permits and other authorizations from governmental political subdivisions or
regulatory authorities, that are necessary in any material respect for the
ownership, maintenance and operation of its properties and assets, and none of
the Consolidated Companies is in violation of any thereof in any material
respect.

(p) Patents, Trademarks, Licenses, Etc. (i) The Consolidated
Companies have obtained and hold in full force and effect all patents,
trademarks, service marks, trade names, copyrights, licenses and other such
rights, free from burdensome restrictions, which are necessary for the
operation of their respective businesses as presently conducted and where the
result of a failure to obtain and hold such patents, trademarks, service marks,
trade names, copyrights, licenses and other such rights would have a Material
Adverse Effect, and (ii) to the best of the Lessee's knowledge, no product,
process, method, service or other

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<PAGE> 27

item presently sold by or employed by any Consolidated Company in connection
with such business infringes any patents, trademark, service mark, trade name,
copyright, license or other right owned by any other person and there is not
presently pending, or to the knowledge of the Lessee, threatened, any claim or
litigation against or affecting any Consolidated Company contesting such
Person's right to sell or use any such product, process, method, substance or
other item where the result of such failure to obtain and hold such benefits or
such infringement would have a Material Adverse Effect.

(q) Ownership of Property. Each Consolidated Company has
good and marketable fee simple title to or a valid leasehold interest in all of
its real property and good title to, or a valid leasehold interest in, all of
its other material assets, as such properties are reflected in the most recent
financial statements (including the Pro Forma Financial Statements) delivered
by the Lessee to the Agent, other than properties disposed of in the ordinary
course of business since such date or as otherwise permitted by the terms of
this Agreement, subject to no Lien or title defect of any kind, except Liens
permitted under Section 5.2(a). The Consolidated Companies enjoy peaceful and
undisturbed possession under all of their respective leases.

(r) Financial Condition. On each Closing Date and after
giving effect to the transactions contemplated by this Agreement and the other
Operative Documents, including without limitation, the use of the proceeds of
the Funded Amounts as provided in Section 2.2, the Lessee is Solvent.

(s) Labor Matters. The Consolidated Companies have
experienced no strikes, labor disputes, slow downs or work stoppages due to
labor disagreements which have had, or would reasonably be expected to have, a
Material Adverse Effect, and, to the best knowledge of the Lessee, there are no
such strikes, disputes, slow downs or work stoppages threatened against any
Consolidated Company which if they occurred, would reasonably be expected to
have a Material Adverse Effect. The hours worked and payment made to employees
of the Consolidated Companies have not been in violation in any material
respect of the Fair Labor Standards Act (in the case of Consolidated Companies
that are not Foreign Subsidiaries) or any other applicable law dealing with
such matters. All payments due from the Consolidated Companies, or for which
any claim may be made against the Consolidated Companies, on account of wages
and employee health and welfare insurance and other benefits have been paid or
accrued as liabilities on the books of the Consolidated Companies in all

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<PAGE> 28

jurisdictions where the failure to pay or accrue such liabilities would
reasonably be expected to have a Material Adverse Effect.

(t) Payment or Dividend Restrictions. None of the
Consolidated Companies is party to or subject to any agreement or understanding
restricting or limiting the payment of any dividends or other distributions by
any such Consolidated Company, other than CDB/Infotek.

(u) Outstanding Indebtedness. Schedule 4.1(u) lists all
outstanding Indebtedness of the Consolidated Companies as of March 31, 1997,
and since March 31, 1997, no additional material indebtedness has been incurred
by the Consolidated Companies. There exists no default under the provisions of
any instrument evidencing or securing Indebtedness of the Lessee or any of its
Subsidiaries or of any agreement otherwise relating thereto which has had or
would reasonably be expected to have a Material Adverse Effect.

(v) Disclosure. No representation or warranty contained in
this Agreement (including the Schedules attached hereto) or in any other
document furnished from time to time pursuant to the terms of this Agreement,
contains or will contain any untrue statement of a material fact or omits or
will omit to state any material fact necessary to make the statements herein or
therein not misleading in any material respect as of the date made or deemed to
be made. There is no fact known to the Lessee which is having, or is reasonably
expected to have, a Material Adverse Effect.

(w) Environmental Matters. (i) Neither the Lessee nor
any Consolidated Subsidiary is subject to any Environmental Liability which
could have or cause a Material Adverse Effect and neither the Lessee nor any
Consolidated Subsidiary has been designated as a potentially responsible party
under CERCLA or under any state statute similar to CERCLA where the probable
resulting liability would have a Material Adverse Effect. Except as disclosed
on Schedule 4.1(w), as revised from time to time, to the knowledge of the
Lessee, none of the Properties has been identified on any current or proposed
(1) National Priorities List under 40 C.F.R. Section 300, (2) CERCLIS list or
(3) any list arising from a state statute similar to CERCLA.

(ii) Except as disclosed on Schedule 4.1(w), as revised from
time to time, to the knowledge of the Lessee, no Hazardous Materials have been
or are being used, produced, manufactured, processed, treated, recycled,
generated, stored,

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<PAGE> 29

disposed of, managed or otherwise handled at, or shipped or transported to or
from the Properties or are otherwise present at, on, in or under the
Properties, except for Hazardous Materials used, produced manufactured,
processed, treated, recycled, generated, stored, disposed of, managed, or
otherwise handled in minimal amounts in the ordinary course of business in
compliance with all applicable Environmental Requirements, except in such
instances where such failure of compliance would not have a Material Adverse
Effect.

(iii) Except as disclosed on Schedule 4.1(w), as revised
from time to time, the Lessee and each of the Subsidiaries has procured all
Environmental Authorizations necessary for the conduct of its business, and is
in compliance with all Environmental Laws in connection with the operation of
the Properties and the Lessee's and each Consolidated Subsidiary's respective
businesses, except in such instances where such failure of compliance would not
have a Material Adverse Effect.

(x) Rights in Respect of the Leased Property. The Lessee
is not a party to any contract or agreement to sell any interest in such Leased
Property or any part thereof, other than pursuant to the Operative Documents.

(y) Hazardous Materials. (i) To the best knowledge of
the Lessee, on the Closing Date for each Leased Property, there are no
Hazardous Materials present at, upon, under or within such Leased Property or
released or transported to or from such Leased Property (except in compliance
in all material respects with all Environmental Laws).

(ii) On the related Closing Date, no Governmental
Actions have been taken or are in process or have been threatened, which could
reasonably be expected to subject such Leased Property, any Lender, the Lease
Participant or the Lessor with respect to such Leased Property to any Claims or
Liens under any Environmental Law which would have a materially adverse effect
on the Lessee, the Lessor, any Lender, the Lease Participant or such Leased
Property.

(iii) The Lessee has, or will obtain on or before
the date required by Environmental Laws, all Environmental Permits necessary to
operate such Leased Property in accordance with Environmental Laws and is
complying with and has at all times complied with all such Environmental
Permits, except to the

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<PAGE> 30

extent the failure to obtain such Environmental Permits or to so comply would
not have a Material Adverse Effect.

(iv) No notice, notification, demand, request for
information, citations, summons, complaint or order has been issued or filed to
or with respect to the Lessee, no penalty has been assessed on the Lessee and
no investigation or review is pending or, to its best knowledge, threatened by
any Governmental Authority or other Person in each case relating to the Leased
Property with respect to any alleged material violation or liability of the
Lessee under any Environmental Law. No material notice, notification, demand,
request for information, citations, summons, complaint or order has been issued
or filed to or with respect to any other Person, no material penalty has been
assessed on any other Person and no investigation or review is pending or, to
its best knowledge, threatened by any Governmental Authority or other Person
relating to such Leased Property with respect to any alleged material violation
or liability under any Environmental Law by any other Person.

(v) Such Leased Property and each portion thereof
are presently in compliance in all material respects with all Environmental
Laws, and there are no present or, to the Lessee's best knowledge, past facts,
circumstances, activities, events, conditions or occurrences regarding such
Leased Property (including without limitation the release or presence of
Hazardous Materials) that could reasonably be anticipated to (A) form the basis
of a material Claim against such Leased Property, any Funding Party or the
Lessee, (B) cause such Leased Property to be subject to any restrictions on
ownership, occupancy, use or transferability under any Environmental Law, (C)
require the filing or recording of any notice or restriction relating to the
presence of Hazardous Materials in the real estate records in the county or
other appropriate municipality in which such Leased Property is located, or (D)
prevent or interfere with the continued operation and maintenance of such
Leased Property as contemplated by the Operative Documents.

(z) Leased Property. The present condition and use of
such Leased Property conforms in all material respects with all conditions or
requirements of all existing permits and approvals issued with respect to such
Leased Property, and the present use of such Leased Property and the Lessee's
future intended use of such Leased Property under the Lease does not, in any
material respect, violate any Applicable Law. No material notices, complaints
or orders of violation or non-compliance have been issued or, to the Lessee's
best knowledge, threatened or

26
<PAGE> 31

contemplated by any Governmental Authority with respect to such Leased Property
or any present or intended future use thereof. All agreements, easements and
other rights, public or private, which are necessary to permit the lawful use
and operation of such Leased Property as the Lessee intends to use such Leased
Property under the Lease and which are necessary to permit the lawful intended
use and operation of all presently intended utilities, driveways, roads and
other means of egress and ingress to and from the same have been, or to the
Lessee's best knowledge will be, obtained and are in full force and effect, and
the Lessee has no knowledge of any pending modification or cancellation of any
of the same.

SECTION 4.2 Representations of the Lessor. Effective as of
the date of execution hereof, as of each Closing Date and as of each Funding
Date, in each case, with respect to each of the Leased Properties, the Lessor
represents and warrants to the Agent, the Lease Participant, the Lenders and
the Lessee as follows:

(a) Securities Act. The interest being acquired or to be
acquired by the Lessor in such Leased Property is being acquired for its own
account, without any view to the distribution thereof or any interest therein,
provided that the Lessor shall be entitled to assign, convey or transfer its
interest in accordance with Section 6.1 and the Lease Participation Agreement.

(b) Employee Benefit Plans. The Lessor is not and will
not be making its investment hereunder, and is not performing its obligations
under the Operative Documents, with the assets of an "employee benefit plan"
(as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA, or
"plan" (as defined in Section 4975(e)(1)) of the Code.

SECTION 4.3 Representations of each Lender. Effective as of
the date of any Lender's accession hereto, as of each subsequent Closing Date
and as of each subsequent Funding Date, such Lender represents and warrants to
the Lessor and to the Lessee as follows:

(a) Securities Act. The interest being acquired or to be
acquired by such Lender in the Funded Amounts is being acquired for its own
account, without any view to the distribution thereof or any interest therein,
provided that such Lender shall be entitled to assign, convey or transfer its
interest in accordance with Section 6.2. Such Lender is an

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<PAGE> 32

accredited investor as that term is defined in Rule 501(a) under the Securities
Act.

(b) Employee Benefit Plans. Such Lender is not and will
not be making its investment hereunder, and is not performing its obligations
under the Operative Documents, with the assets of an "employee benefit plan"
(as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA, or
"plan" (as defined in Section 4975(e)(1)) of the Code.

SECTION 5
COVENANTS OF THE LESSEE

SECTION 5.1 Affirmative Covenants.

So long as any Commitment remains in effect hereunder or any
Funded Amount shall remain outstanding, the Lessee will(unless waived in
writing by the Required Funding Parties):

(a) Corporate Existence, Etc. Preserve and maintain, and
cause each of its Subsidiaries to preserve and maintain, its corporate
existence (except for mergers, divestitures and consolidations permitted
pursuant to Section 5.2(c), and except where the failure to be so qualified
would reasonably be expected to have a Material Adverse Effect, its
qualification to do business as a foreign corporation in all jurisdictions
where it conducts business or other activities making such qualification
necessary.

(b) Compliance with Laws, Etc. Comply, and cause each of
its Subsidiaries to comply with, all Requirements of Law (including, without
limitation, the Environmental Laws, ERISA and employee benefit laws) and
Contractual Obligations applicable to or binding on any of them where the
failure to comply with such Requirements of Law and Contractual Obligations
would reasonably be expected to have a Material Adverse Effect.

(c) Payment of Taxes and Claims, Etc. Pay, and cause
each of its Subsidiaries to pay, (i) all taxes, assessments and governmental
charges imposed upon it or upon its property, and (ii) all claims (including,
without limitation, claims for labor, materials, supplies or services) which
might, if unpaid, become a Lien upon its property, unless, in each case, the
validity or amount thereof is being contested in good faith by appropriate
proceedings and adequate reserves are maintained with respect

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<PAGE> 33

thereto or the aggregate sum of taxes unpaid is less than $500,000.

(d) Keeping of Books. Keep, and cause each of its
Subsidiaries to keep, proper books of record and account, containing complete
and accurate entries of all their respective financial and business
transactions.

(e) Visitation, Inspection, Etc. (i) Prior to the
occurrence of a Default, permit, and cause each of its Subsidiaries to permit,
any representative of any Funding Party at such Funding Party's expense after
reasonable notice during regular business hours (which date of visit shall be
mutually agreed upon but shall not be later than 2 weeks after the date
requested by such Funding Party) to visit and inspect, in the company of any of
the Executive Officers or their designees and their independent public
accountants, any of their respective properties, and to examine and make
abstracts from any of their respective books and records and to discuss with
any of the Executive Officers the respective affairs, finances and accounts of
the Lessee and its Subsidiaries. Prior to the occurrence of a Potential Event
of Default or an Event of Default, each Lender shall be entitled to no more
than two (2) such visits and inspections per year.

(ii) After the occurrence of a Default, permit, and cause
each of its Subsidiaries to permit, any representative of any Funding Party at
the Lessees' expense to visit and inspect, in the company of any of the
Executive Officers or their designees and their independent public accountants,
any of their respective properties, and to examine and make abstracts from any
of their respective books and records and to discuss with any of the Executive
Officers the respective affairs, finances and accounts of the Lessee and its
Subsidiaries.

(iii) To cooperate and assist, and to cause each of its
Subsidiaries to cooperate and assist, in such visits and inspections set forth
in paragraphs (i) and (ii) above in this Section 5.1(e), in each case at such
reasonable times and as often as may reasonably be desired; provided, however,
that (i) in no event shall any Funding Party have access to information
prohibited by law, and (ii) in the event any Funding Party desires to inspect
confidential matters (which matters shall in no event include financial
information and data of the Lessee or its Subsidiaries or other information the
Funding Parties may require in order to determine compliance this Agreement)
under this Section, such Funding Party shall executed a confidentiality

29
<PAGE> 34

agreement relating to such matters, which agreement shall contain reasonable
terms acceptable to such Funding Party and its counsel.

(f) Insurance; Maintenance of Properties.

(i) Maintain or cause to be maintained with financially
sound and reputable insurers, insurance with respect to its properties and
business, and the properties and business of its Subsidiaries, against loss or
damage of the kinds customarily insured against by reputable companies in the
same or similar businesses, such insurance to be of such types and in such
amounts as are customary for such companies under similar circumstances;
provided, however, that the Lessee may self-insure in amounts satisfactory to
management. Upon the request of the Agent, Lessee shall file with the Agent a
detailed Acord certificate of insurance stating the names of the insurance
companies, the limits of liability of insurance, the date of expiration
thereof, the Property and risks covered thereby and the insured with respect
thereto, and, within 60 days after notice in writing from the Agent, obtain
such additional insurance as the Required Funding Parties may reasonably
request as a result of a material change in the circumstances or conditions
affecting Lessee's business specifically or its type of business generally,
provided that such additional insurance is available at a commercially
reasonable cost.

(ii) Cause, and cause each of the Consolidated Companies
to cause, all properties used or useful in the conduct of its business to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, settlements and improvements thereof, all as in the
judgment of the Lessee may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section 5.1(f) shall prevent the Lessee
from discontinuing the operation or maintenance of any such properties if such
discontinuance is, in the judgment of the Lessee, desirable in the conduct of
its business or the business of any Consolidated Company.

(iii) Maintain in full force and effect all material
patents, trademarks, service marks, trade names, copyrights, licenses and other
such rights, free from burdensome restrictions, which are necessary for the
operation of the businesses of the Consolidated Companies as presently
conducted,

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<PAGE> 35

where the result of failure to obtain and hold such benefits would have a
Material Adverse Effect.

(g) Reporting Covenants. Furnish to each Funding Party:

(i) Annual Financial Statements. As soon as available
and in any event within 105 days after the end of each fiscal year of
the Lessee, balance sheets of the Consolidated Companies as at the end
of such year, presented on a consolidated basis, and the related
statements of income, and cash flows of the Consolidated Companies for
such fiscal year, presented on a consolidated basis, setting forth in
each case in comparative form the figures for the previous fiscal
year, all in reasonable detail and accompanied by a report thereon of
the independent public accountants of comparable recognized national
standing, which such report shall be unqualified as to going concern
and scope of audit and shall state that such financial statements
present fairly in all material respects the financial condition as at
the end of such fiscal year on a consolidated basis, and the results
of operations and statements of cash flows of the Consolidated
Companies for such fiscal year in accordance with GAAP and that the
examination by such accountants in connection with such consolidated
financial statements has been made in accordance with generally
accepted auditing standards;

(ii) Quarterly Financial Statements. As soon as available
and in any event within 60 days after the end of each fiscal quarter
of the Lessee (other than the fourth fiscal quarter), balance sheets
of the Consolidated Companies as at the end of such quarter presented
on a consolidated basis and the related statements of income,
shareholders' equity, and cash flows of the Consolidated Companies for
such fiscal quarter and for the portion of the Lessee's fiscal year
ended at the end of such quarter, presented on a consolidated basis
setting forth in each case in comparative form the figures for the
corresponding quarter and the corresponding portion of the Lessee's
previous fiscal year, all in reasonable detail and accompanied by a
certification by the chief financial officer of the Lessee that such
financial statements fairly present in all material respects the
financial condition of the Consolidated Companies as at the end of
such fiscal quarter on a consolidated basis, and the results of
operations and statements of cash flows of the Consolidated

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<PAGE> 36

Companies for such fiscal quarter and such portion of the Lessee's
fiscal year, in accordance with GAAP consistently applied (subject to
normal year-end audit adjustments and the absence of certain
footnotes);

(iii) No Default/Compliance Certificate. Together with the
financial statements required pursuant to subsections (i) and (ii)
above, a certificate (with supporting details) of the chief financial
officer of the Lessee substantially in the form of Exhibit E attached
hereto (the "Compliance Certificate") (i) to the effect that, based
upon a review of the activities of the Consolidated Companies and such
financial statements during the period covered thereby, there exists
no Event of Default and no Potential Event of Default under this
Agreement, or if there exists an Event of Default or a Potential Event
of Default hereunder, specifying the nature thereof and the proposed
response thereto, and (ii) demonstrating in reasonable detail
compliance as at the end of such fiscal year or such fiscal quarter
with Section 5.1(h) and Sections 5.2(a), (d) and (e);

(iv) Auditor's Statement. Together with the financial
statements required pursuant to subsection (i) above, a statement of
the accountants who prepared the report referred to therein, to the
effect that, nothing has come to their attention which would cause
them to believe that a Default or Event of Default existed as of the
date of such financial statements, or if there existed a Default or
Event of Default, specifying the nature thereof;

(v) Notice of Default. Promptly, and no later than five
(5) Business Days after any Executive Officer of the Lessee has notice
or knowledge of the occurrence of an Event of Default or a Default, a
certificate of the chief financial officer of Borrower specifying the
nature thereof and the proposed response thereto;

(vi) Litigation and Investigations. Promptly, and no
later than ten (10) Business Days after any Executive Officer of the
Lessee has notice or knowledge thereof, notice of the institution of
or any material adverse development in any material action, suit or
proceeding or any governmental investigation or any arbitration,
before any court or arbitrator or any governmental or administrative
body, agency or official, against any Consolidated Company, or any
material property of any

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<PAGE> 37

thereof, or the threat of any such action, suit, proceeding,
investigation or arbitration;

(vii) Environmental Notices. Promptly, and no later than
ten (10) Business Days after any Executive Officer of the Lessee has
notice or knowledge thereof, notice of any actual or alleged
violation, or notice of any action, claim or request for information,
either judicial or administrative, from any governmental authority
relating to any actual or alleged claim, notice of potential
responsibility under or violation of any Environmental Law, or any
actual or alleged spill, leak, disposal or other release of any waste,
petroleum product, or hazardous waste or Hazardous Substance by any
Consolidated Company which could result in a Material Adverse Effect;

(viii) ERISA. (1)Promptly, and no later than ten (10)
Business Days after any Executive Officer of the Lessee has notice or
knowledge thereof, (A) with respect to any Plan maintained by any
Consolidated Company or any ERISA Affiliate thereof, or any trust
established thereunder, notice of a "reportable event" described in
Section 4043 of ERISA and the regulations issued from time to time
thereunder (other than a "reportable event" not subject to the
provisions for 30-day notice to the PBGC under such regulations); or
(B) any other event which could subject any Consolidated Company to
any tax, penalty or liability under Title I or Title IV of ERISA or
Chapter 43 of the Tax Code, or any tax or penalty resulting from a
loss of deduction under Sections 404 or 419 of the Tax Code, or any
tax, penalty or liability under any Requirement of Law applicable
to any Foreign Plan, where any such taxes, penalties or liabilities
could result in a Material Adverse Effect;

(2) Promptly after such notice must be provided to
the PBGC, or to a Plan participant, beneficiary or alternative payee,
any notice required under Section 101(d), 302(f)(4), 303, 307,
4041(b)(1)(A) or 4041(c)(1)(A) of ERISA or under Section 401(a)(29) or
412 of the Tax Code with respect to any Plan maintained by any
Consolidated Company or any ERISA Affiliate thereof;

(3) Promptly after receipt, any notice received by
any Consolidated Company or any ERISA Affiliate thereof concerning the
intent of the PBGC or any other governmental authority to terminate a
Plan maintained or contributed to by such Company or ERISA Affiliate
thereof

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which is subject to Title IV of ERISA, to impose any liability on such
Company or ERISA Affiliate under Title IV of ERISA or Chapter 43 of
the Tax Code;

(4) Upon the request of the Agent, promptly upon the
filing thereof with the Internal Revenue Service ("IRS") or the
Department of Labor ("DOL"), a copy of IRS Form 5500 or annual report
for each Plan maintained by any Consolidated Company or ERISA
Affiliate thereof which is subject to Title IV of ERISA;

(5) Upon request of the Agent, but no more
frequently than twice each calendar year, (A) true and complete copies
of any and all documents, government reports and IRS determination or
opinion letters or rulings for any Plan maintained or contributed to
by any Consolidated Company from the IRS, PBGC or DOL, received within
the preceding 12 months (B) any reports filed with the IRS, PBGC or
DOL with respect to a Plan maintained or contributed to by the
Consolidated Companies or any ERISA Affiliate thereof filed within the
preceding 12 months, or (C) a current statement of withdrawal
liability for each Multiemployer Plan maintained or contributed to by
any Consolidated Company or any ERISA Affiliate thereof;

(6) Promptly, and no later than (5) Business Days
after any Executive Officer has notice or knowledge thereof, notice
that (i) any material contributions to any Foreign Plan have not been
made by the required due date for such contribution and such default
cannot immediately be remedied, (ii) any Foreign Plan is not funded to
the extent required by the law of the jurisdiction whose law governs
such Foreign Plan based on the actuarial assumptions reasonably used
at any time, or (iii) a material change is anticipated to any Foreign
Plan that may have a Material Adverse Effect.

(ix) Liens. Promptly, and no later than five (5) Business
Days after any Executive Officer of the Lessee has notice or knowledge
thereof, notice of the filing of any federal statutory Lien, tax or
other state or local government Lien or any other Lien affecting their
respective properties, other than those Liens expressly permitted by
Section 5.2(a);

(x) Public Filings, Etc. Promptly upon the filing
thereof or otherwise becoming available, copies of all

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financial statements, annual, quarterly and special reports, proxy
statements and notices sent or made available generally by the Lessee
to its public security holders, of all regular and periodic reports
and all registration statements and prospectuses, if any, filed by any
of them with any securities exchange, and of all press releases and
other statements made available generally to the public containing
material developments in the business or financial condition of the
Lessee and the other Consolidated Companies;

(xi) New Material Subsidiaries. Within 30 days after the
formation, acquisition or existence of any new Material Subsidiary, or
any other event resulting in the creation of a new Material
Subsidiary, or the domestication of any Foreign Subsidiary, notice of
the formation or acquisition of such Subsidiary or such occurrence,
including a description of the assets of such entity, the activities
in which it will be engaged, and such other information as the Agent
may request;

(xii) Default under Other Debt. Immediately upon its
receipt thereof, copies of any notice received by the Lessee or any
other Consolidated Company from the holder(s) of Indebtedness of the
Consolidated Companies (or from any trustee, agent, attorney, or other
party acting on behalf of such holder(s)) in an amount which, in the
aggregate, exceeds $5,000,000, where such notice states or claims the
existence or occurrence of any default or event of default with
respect to such Indebtedness under the terms of any indenture, loan or
credit agreement, debenture, note, or other document evidencing or
governing such Indebtedness;

(xiii) Updates of Schedule 4.1(u). As soon as available and
in any event within 60 days after the end of the June 30, 1997
calendar quarter, a revised Schedule 4.1(u) listing all outstanding
Indebtedness of the Consolidated Companies as of the end of such
quarter, which shall not be materially different from Schedule 4.1(u)
provided by the Lessee on the initial Closing Date and which shall
automatically be deemed to amend Schedule 4.1(u) delivered by the
Lessee pursuant to this clause (xiii) and as soon as soon as available
and in any event within 60 days after the end of the September 30,
1997 calendar quarter, a revised Schedule 4.1(u) listing all
outstanding Indebtedness of the Consolidated Companies as of the end
of such quarter;

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(xiv) Complete Lien Search Results. As soon as available and
in any event within 30 days after the initial Closing Date, copies of
all UCC, judgment and tax lien search results for all the Lessee's
locations in the United States other than field offices at which is
located tangible personal property (having an aggregate value not in
excess of $6,000,000); and

(xv) Other Information. With reasonable promptness, any
other information as the Agent on behalf of any Funding Party may
reasonably request from time to time.

(h) Financial Covenants.

(i) Fixed Charge Coverage Ratio. (i) Maintain as of the
last day of each fiscal quarter of 1997 and 1998, a Fixed Charge Coverage
Ratio, calculated for the fiscal quarter then ended and the immediately
preceding three fiscal quarters, equal to or greater than 2.0:1.0, and (ii)
maintain as of the last day of each fiscal quarter of 1999 and thereafter, a
Fixed Charge Coverage Ratio, calculated for the fiscal quarter then ended and
the immediately preceding three fiscal quarters, equal to or greater than
2.5:1.0.

(ii) Funded Debt to Consolidated EBITDA. Maintain as of
the last day of each fiscal quarter, a maximum ratio of Funded Debt to
Consolidated EBITDA, calculated for the fiscal quarter then ended and the
immediately preceding three fiscal quarters, of less than or equal to 3.5:1.0.

(i) Intellectual Property. Preserve and maintain, and
cause each of its Subsidiaries to preserve and maintain, its rights,
franchises, and licenses, and its patents and copyrights (for the scheduled
duration thereof), trademarks, trade names, and service marks, necessary or
desirable in the normal conduct of its business, except where the failure to
maintain such rights, franchises, and licenses, patents, copyrights trademarks,
trade names, and service marks would reasonably be expected to have a Material
Adverse Effect.

(j) Assignment of Lease and Rents. Execute and deliver a
consent to Assignment of Lease and Rents with respect to any Leased Property
existing if and when the Loan Agreement is entered into.

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<PAGE> 41

SECTION 5.2 Negative Covenants. So long as any Commitment remains in
effect hereunder or any Funded Amount shall remain unpaid shall remain
outstanding, the Lessee will not and will not permit any Subsidiary to (unless
waived in writing by the Required Funding Parties):

(a) Liens. Create, incur, assume or suffer to exist any Lien
on any of its property now owned or hereafter acquired to secure any
Indebtedness other than:

(i) Liens existing on the initial Closing Date (A) securing
an aggregate amount not in excess of $2,400,000 and disclosed in the
lien search report delivered under Section 5.1(h)(xiv), (B) securing
obligations of CDB/Infotek owing to the Lessee, or (C) securing an
amount not to exceed $250,000 in the aggregate;

(ii) Liens on any property securing Indebtedness incurred or
assumed for the purpose of financing all or any part of the
acquisition cost of such property and any refinancing thereof,
provided that such Lien does not extend to any other property and
further provided that the amount of Indebtedness secured by such Liens
does not exceed $10,000,000 in aggregate principal amount at any one
time outstanding;

(iii) Liens for taxes not yet due and payable, and Liens for
taxes which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves are being
maintained;

(iv) statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, materialmen and other Liens imposed by law
created in the ordinary course of business for amounts not yet due or
which are being contested in good faith by appropriate proceedings and
with respect to which adequate reserves are being maintained;

(v) Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment
insurance and other types of social security, or to secure the
performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases, government contracts, performance and
return-of-money bonds and other similar obligations (exclusive of
obligations for the payment of borrowed money);

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(vi) zoning, easements and restrictions on the use of real
property which do not materially impair the use of such property;

(vii) Liens arising under ERISA;

(viii) rights in property reserved or vested in any
governmental authority which do not materially impair the use of such
property;

(ix) Liens on assets of newly acquired Subsidiaries which
were in existence at the time of acquisition and not created in
contemplation thereof;

(x) Liens granted under the Operative Documents;

(xi) Liens (other than those permitted by paragraphs (i)
through (x) of this Section 5.2(a) securing Indebtedness in an
aggregate principal amount outstanding at any time not to exceed
fifteen percent (15%) of the Consolidated Net Worth of the
Consolidated Companies as of the last day of the immediately preceding
fiscal quarter of the Borrower.

(b) Guaranties. Create, incur, assume, guarantee, suffer to
exist or otherwise become liable on or with respect to, directly or indirectly,
any Guaranties other than:

(i) endorsements of instruments for deposit or collection
in the ordinary course of business;

(ii) guarantees of Indebtedness owed by any Consolidated
Company to another Consolidated Company;

(iii) Guaranties of Indebtedness to the extent such
Indebtedness is permitted under Section 5.1(h)(ii).

(c) Mergers, Consolidations. Merge or consolidate with any
other Person, except that the foregoing restrictions shall not be applicable
to:

(i) mergers or consolidations of (x) any Subsidiary with
any other Subsidiary or (y) any Subsidiary with the Lessee; or

(ii) mergers or consolidations in which any Person engaged
in businesses in which the Lessee is engaged as of

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the initial Closing Date or substantially related thereto merges or
consolidates with the Lessee or any of its Subsidiaries;

provided that before and after giving effect to any such merger or
consolidations and any Funded Debt incurred by the Lessee or such Subsidiary in
connection with such merger or consolidation, (x) the Lessee is and will be in
compliance with Section 5.1(h) hereof, and if the consideration paid by the
Lessee or such Subsidiary in connection with such merger or consolidation is
greater than $75,000,000, the Lessee has delivered pro forma financial
covenants calculations demonstrating such compliance, in such detail and using
such form of presentation of historical and forecasted financial information as
may be satisfactory to the Agent with copies provided to each Funding Party
(based on the projected Fixed Charges or Funded Debt, as the case may be, for
the immediately succeeding four fiscal quarters (including Fixed Charges
incurred as a result of the incurrence of any such Funded Debt) and the
historical Consolidated EBIT (including the Consolidated EBIT of such Person));
and (y) no other Default or Event of Default exists hereunder;

(d) Asset Sales. Sell, lease or otherwise dispose of its
accounts, property, stock of its Subsidiaries or other assets; provided,
however, that the foregoing restrictions on Asset Sales shall not be applicable
to:

(i) sales, leases, transfers or dispositions of assets of
any Consolidated Company to the Lessee;

(ii) sales of inventory in the ordinary course of business
and unneeded, worn out or obsolete equipment;

(iii) sales of accounts receivable (or of undivided
ownership interests therein) pursuant to the asset securitization
facilities;

(iv) Asset Sales comprised of assets of any Consolidated
Company where, on the date of execution of a binding obligation to
make such Asset Sale, the assets which are the subject of the proposed
Asset Sale, together with all other such Asset Sales of the
Consolidated Companies during the current fiscal year of the Lessee,
did not generate ten percent (10%) or more of Consolidated EBITDA for
the immediately preceding fiscal year of the Lessee;

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provided that notwithstanding the foregoing, no transaction pursuant to clauses
(iii) or (iv) above shall be permitted if any Default or Event of Default
exists at the time of such transaction or would exist as a result of such
transaction.

(e) Investments, Loans, Etc. Make, permit or hold any
Investments other than:

(i) Investments in the stock of Subsidiaries of the
Lessee existing as of the Closing Date or existing as Subsidiaries of
the Lessee immediately prior to the making of such Investment, and
Investments in the form of loans and advances by the Lessee to any
Subsidiary;

(ii) Investments in the stock or other assets of any other
Person that is engaged in a business permitted by Section 5.2(j)
hereof; provided, that after giving effect to such Investment and any
Funded Debt incurred by the Lessee or such Subsidiary in connection
with making such Investment, (x) the Lessee is and will be in
compliance with Section 5.1(h) hereof, and if the Investment is
greater than $75,000,000, the Lessee has delivered pro forma financial
covenants calculations demonstrating such compliance, in such detail
and using such form of presentation of historical and forecasted
financial information as may be satisfactory to the Agent (based on
the projected Fixed Charges or Funded Debt, as the case may be, for
the immediately succeeding four fiscal quarters (including Fixed
Charges incurred as a result of the incurrence of any such Funded
Debt) and the historical Consolidated EBIT (including the Consolidated
EBIT of such Person)); (y) no other Default or Event of Default exists
hereunder; and (z) as a result of such Investment, such Person becomes
a Subsidiary of the Lessee;

(iii) marketable direct obligations of the United States or
any agency thereof, or obligations guaranteed by the United States or
any agency thereof, in each case supported by the full faith and
credit of the United States and maturing within one year from the date
of creation thereof;

(iv) Investments received in settlement of Indebtedness
created in the ordinary course of business, and the endorsement of
negotiable instruments in the ordinary course of business;

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(v) commercial paper issued by corporations, each of
which has a consolidated net worth of not less than $500,000,000, and
conducts a substantial portion of its business in the United States of
America, maturing no more than 365 days from the date of acquisition
thereof and having as at any date of determination a rating of P-1,
P-2 or P-3 from Standard & Poor's or a rating of A-1, A-2 or A-3 from
Moody's;

(vi) money market or similar depository accounts,
certificates of deposit or bankers acceptances, in each case
redeemable upon demand or maturing within one year from the date of
acquisition thereof, issued by commercial banks incorporated under the
laws of the United States of America or any state thereof or the
District of Columbia, provided (x) each such bank has at any date of
determination combined capital and surplus of not less than
$1,000,000,000 and a rating of its long-term debt of at least A by
Standard & Poor's or at least A by Moody's or a long-term deposit
rating of at least A issued by Standard & Poor's or at least A issued
by Moody's, (y) the aggregate amount of all such certificates of
deposit issued by such bank are fully insured at all times by the
Federal Deposit Insurance Company;

(vii) Loans and advances to officers and employees of the
Consolidated Companies made in the ordinary course of business,
including, without limitation, loans to executives for the purchase of
stock of the Lessee pursuant to a program established by the Board of
Directors or a committee thereof from time to time in an amount not to
exceed $15,000,000;

(viii) Investments in joint ventures in an aggregate amount
during any fiscal year of the Lessee not to exceed an amount equal to
ten percent (10%) of the Lessee's Consolidated Net Worth as of the end
of the immediately preceding fiscal year of the Lessee; and

(ix) Investments (other than those permitted by paragraphs
(i) through (viii) above) in an aggregate amount during any fiscal
year of the Lessee not to exceed an amount equal to five (5%) percent
of the Lessee's Consolidated Net Worth as of the end of the
immediately preceding fiscal year of the Lessee.

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(f) Sale and Leaseback Transactions. Sell or transfer any
property, real or personal, whether now owned or hereafter acquired, and
thereafter rent or lease such property or other property which any Consolidated
Company intends to use for substantially the same purpose or purposes as the
property being sold or transferred.

(g) Transactions with Affiliates. Enter into any transaction
or series of related transactions, whether or not in the ordinary course of
business, with any Affiliate of any Consolidated Company (but excluding any
Affiliate which is also a Subsidiary that is directly or indirectly wholly
owned by the Lessee), other than on terms and conditions substantially as
favorable to such Consolidated Company as would be obtained by such
Consolidated Company at the time in a comparable arm's-length transaction with
a Person other than an Affiliate; and

(h) ERISA. (i) Take or fail to take any action with respect
to any Plan maintained or contributed to by any Consolidated Company or, with
respect to its ERISA Affiliates, any Plans which are subject to Title IV of
ERISA or to continuation health care requirements for group health plans under
Section 4980B of the Tax Code, including without limitation (1) establishing
any such Plan, (2) amending any such Plan (except where required to comply with
applicable law), (3) terminating or withdrawing from any such Plan, or (4)
incurring an amount of unfunded benefit liabilities, as defined in Section
4001(a)(18) of ERISA, or any withdrawal liability under Title IV of ERISA with
respect to any such Plan, or any unfunded liabilities under any Foreign Plan,
without first obtaining the written approval of the Required Lenders, where
such actions or failures could result in a Material Adverse Effect; or

(ii) Permit a Plan or Foreign Plan maintained or contributed to by
a Consolidated Company or a Plan subject to Title IV of ERISA of any of its
ERISA Affiliates:

(1) to fail to be funded in accordance with the minimum
funding standard required by applicable law, the terms of such Plan or
Foreign Plan, Section 412 of the Tax Code or Section 302 of ERISA for
any plan year or a waiver of such standard is sought or granted with
respect to such Plan or Foreign Plan under applicable law, the terms
of such Plan or Foreign Plan or Section 412 of the Tax Code or Section
303 of ERISA; or

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(2) to be terminated or the subject of termination
proceedings under applicable law or the terms of such Plan or Foreign
Plan; or

(3) to require a Consolidated Company to provide security
under applicable law, the terms of such Plan or Foreign Plan, Section
401 or 412 of the Tax Code or Section 306 or 307 of ERISA; or

(4) to result for any reason, in a liability (including
without limitation, withdrawal liability) to a Consolidated Company
under applicable law, the terms of such Plan or Foreign Plan, or Title
IV of ERISA;

(i) Additional Negative Pledges. Create or otherwise cause
or suffer to exist or become effective, directly or indirectly, any prohibition
or restriction on the creation or existence of any Lien upon any asset of any
Consolidated Company, other than the prohibitions and restrictions contained in
this Agreement.

(j) Changes in Business. Enter into any business which is
substantially different from that presently conducted by the Consolidated
Companies taken as a whole immediately prior to the SpinOff from Equifax, which
includes providing risk management and fraud prevention information and related
technology solutions to the property and casualty insurance industry, life and
health insurance industry and other industries, (including, without limitation,
(1) providing automated and traditional underwriting and claim information
services to assist U.S. insurance companies in assessing the insurability of
individuals and property and the validity of insurance claims, (2) providing
background investigations, (3) performing paramedical exams, (4) furnishing
access to motor vehicles reports, (5) maintaining a database of claims
histories, (5) providing claim verification and investigative services to both
the property and casualty and the life and health insurance markets, (6)
providing pre-employment background investigations, pre-employment and
regulatory compliance drug testing services and public record information to
other corporate and government organizations), unless such business is a
strategic extension of

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the business of the Consolidated Companies immediately prior to the SpinOff.

(k) Limitation on Payment Restrictions Affecting Consolidated
Companies. Create or otherwise cause or suffer to exist or become effective,
any consensual encumbrance or restriction on the ability of any Consolidated
Company to (i) pay dividends or make any other distributions to the Lessee or
any other Subsidiary on such Consolidated Company's stock, provided that this
provision shall not affect CBD/Infotek's payment of dividends or distributions
on its stock to Lessee, or (ii) pay any indebtedness owed to the Lessee or any
other Consolidated Company, or (iii) transfer any of its property or assets to
the Lessee or any other Consolidated Company, except any consensual encumbrance
or restriction existing under the Credit Documents or the Operative Documents.

(l) Changes in Fiscal Year. Change the calculation of the
fiscal year of the Lessee.

SECTION 5.3 Environmental Notices. Upon becoming aware of such
matters, the Lessee shall furnish to the Funding Parties and the Agent prompt
written notice of all Environmental Liabilities, pending or anticipated
Environmental Proceedings, Environmental Notices, Environmental Judgments and
Orders, and Environmental Releases at, on, in, under or in any way affecting
the Properties or any adjacent property, and all facts, events, or conditions
that could lead to any of the foregoing, in each case if the same would have a
Material Adverse Effect.

SECTION 5.4 Environmental Matters. Except as set forth in Schedule
5.14, as revised from time to time, neither the Lessee nor any Consolidated
Subsidiary will, and the Lessee will not permit any Third Party to, use,
produce, manufacture, process, treat, recycle, generate, store, dispose of,
manage at, or otherwise handle, or ship or transport to or from the Properties
any Hazardous Materials, except for Hazardous Materials used, produced,
manufactured, processed, treated, recycled, generated, stored, disposed,
managed, or otherwise handled in minimal amounts in the ordinary course of
business in compliance with all applicable Environmental Laws in each case
where the failure to comply would not have a Material Adverse Effect.

SECTION 5.5 Environmental Release. The Lessee agrees that upon the
occurrence of an Environmental Release at or on any of the Properties owned by
it or any Consolidated Subsidiary, it will take appropriate action required by
applicable law, except

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in such cases where the failure to take such action would not have a Material
Adverse Effect.

SECTION 5.6 Further Assurances. Upon the written request of the
Lessor or the Agent, the Lessee, at its own cost and expense, will cause all
financing statements (including precautionary financing statements), fixture
filings and other similar documents, to be recorded or filed at such places and
times in such manner, as may be necessary to preserve, protect and perfect the
interest of the Lessor, the Agent, the Lease Participant and the Lenders in the
related Leased Property as contemplated by the Operative Documents.

SECTION 5.7 Additional Required Appraisals. If, as a result of
any change in Applicable Law after the date hereof, an appraisal of all or any
of the Leased Property is required during the Lease Term under Applicable Law
with respect to any Funding Party's interest therein, such Funding Party's
Funded Amount with respect thereto or the Operative Documents, then the Lessee
shall pay the reasonable cost of such appraisal.

SECTION 6
TRANSFERS BY LESSOR AND LENDERS

SECTION 6.1 Lessor Transfers. The Lessor shall not assign,
convey or otherwise transfer all or any portion of its right, title or interest
in, to or under any Leased Property (except pursuant to the Lease Participation
Agreement and Article V of the Lease) or any of the Operative Documents without
the prior written consent of the Lenders and the Lessee, which consent shall
not be unreasonably withheld, provided that the Lessor may make any such
assignment, conveyance or transfer to any other Funding Party or any Affiliate
of any Funding Party, without such consent and provided further that such
assignee is not a special purpose entity, has substantial activities other than
the leasing of the Leased Property to the Lessee, and has substantial assets
other than its rights to the Leased Property, and, if such assignee is not a
United States citizen or resident (or the assignee is filing as a foreign
corporation, partnership, estate or trust), such assignee shall deliver to the
Agent and the Lessee Internal Revenue Service form 1001 or 4224, as
appropriate, or any successor form prescribed by the Internal Revenue Service.
Any proposed transferee of the Lessor shall make the representation set forth
in Section 4.2(b) to the other parties hereto.

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SECTION 6.2 Loan Agreement; Lender Transfers. The Lessor may enter
into the Loan Agreement with a Lender or Lenders who are Eligible Assignees and
would qualify as an assignee of a Lender under this Section 6.2. No Lender may
grant participations in its Commitment or sell Loans or participations in its
Loan and Commitment to any Person (other than an Affiliate) without the prior
written consent of the Lessee, which consent shall not be unreasonably
withheld. Any approved participation buyer shall not receive voting or waiver
rights except with respect to postponing maturities, decreasing interest rates,
releasing all or substantially all of the collateral or increasing principal
amounts. Assignments will be permitted only with the prior written consent of
the Lessee and the Agent, which consent shall not be unreasonably withheld,
obtained at least 14 days prior to any proposed assignment, and the payment of
a processing fee of $2,500 by the assignor or assignee Lender (as agreed
between such Persons) to the Agent. Any such assignment shall be to an Eligible
Assignee, shall be of an amount not less than $5,000,000, and if the assignee
is not a United States citizen or resident (or the assignee is filing as a
foreign corporation, partnership, estate or trust), the assignee shall deliver
to the Agent, the Lessor and the Lessee Internal Revenue Service form 1001 or
4224, as appropriate, or any successor form prescribed by the Internal Revenue
Service. Assignments shall be evidenced by an assignment and assumption
agreement in substantially the form set forth as Exhibit J.

SECTION 7
INDEMNIFICATION

SECTION 7.1 General Indemnification. The Lessee agrees, whether or
not any of the transactions contemplated hereby shall be consummated, to
assume liability for, and to indemnify, protect, defend, save and hold harmless
each Indemnitee, on an After-Tax Basis, from and against, any and all Claims
that may be imposed on, incurred by or asserted, or threatened to be asserted,
against such Indemnitee (whether because of action or omission by such
Indemnitee or otherwise), whether or not such Indemnitee shall also be
indemnified as to any such Claim by any other Person and whether or not such
Claim arises or accrues prior to any Closing Date or after the Lease
Termination Date, in any way relating to or arising out of:

(a) any of the Operative Documents or any of the
transactions contemplated thereby, and any amendment, modification or
waiver in respect thereof; or

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(b) any Land, any Building or any part thereof or
interest therein;

(c) the purchase, design, construction, preparation,
installation, inspection, delivery, non- delivery, acceptance,
rejection, ownership, management, possession, operation, rental,
lease, sublease, repossession, maintenance, repair, alteration,
modification, addition, substitution, storage, transfer of title,
redelivery, use, financing, refinancing, disposition, operation,
condition, sale (including, without limitation, any sale pursuant to
the Lease), return or other disposition of all or any part of any
interest in any Leased Property or the imposition of any Lien (or
incurring of any liability to refund or pay over any amount as a
result of any Lien) thereon, including, without limitation: (1)
Claims or penalties arising from any violation or alleged violation of
law or in tort (strict liability or otherwise), (2) latent or other
defects, whether or not discoverable, (3) any Claim based upon a
violation or alleged violation of the terms of any restriction,
easement, condition or covenant or other matter affecting title to any
Leased Property or any part thereof, (4) the making of any Alterations
in violation of any standards imposed by any insurance policies
required to be maintained by the Lessee pursuant to the Lease
which are in effect at any time with respect to any Leased Property or
any part thereof, (5) any Claim for patent, trademark or copyright
infringement, (6) Claims arising from any public improvements with
respect to any Leased Property resulting in any charge or special
assessments being levied against any Leased Property or any Claim for
utility "tap-in" fees, and (7) Claims for personal injury or real or
personal property damage occurring, or allegedly occurring, on any
Land, Building or Leased Property;

(d) the offer, issuance, sale or delivery of the Notes by
the Lessee;

(e) the breach or alleged breach by the Lessee of any
representation or warranty made by it or deemed made by it in any
Operative Document or any certificate required to be delivered by any
Operative Document;

(f) the retaining or employment of any broker, finder or
financial advisor by the Lessee to act on its behalf in connection
with this Master Agreement, or the incurring of any fees or
commissions to which the Lessor, the Agent, the

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Lease Participant or any Lender might be subjected by virtue of their
entering into the transactions contemplated by this Master Agreement;

(g) the existence of any Lien on or with respect to any
Leased Property, the Construction, any Basic Rent or Supplemental
Rent, title thereto, or any interest therein, including any Liens
which arise out of the possession, use, occupancy, construction,
repair or rebuilding of any Leased Property or by reason of labor or
materials furnished or claimed to have been furnished to the Lessee,
or any of its contractors or agents or by reason of the financing of
any personalty or equipment purchased or leased by the Lessee or
Alterations constructed by the Lessee, except in all cases the Liens
listed as items (a) and (b) in the definition of Permitted Liens;

(h) the transactions contemplated hereby or by any other
Operative Document, in respect of the application of Parts 4 and 5 of
Subtitle B of Title I of ERISA and any prohibited transaction
described in Section 4975(c) of the Code; or

(i) any act or omission by the Lessee under any Purchase
Agreement or any other Operative Document, and any breach of any
requirement, condition, restriction or limitation in any Deed;

(the foregoing being collectively called the "Indemnified Risks"); provided,
however, that no Indemnitee shall be entitled to indemnity (or any other
payment or reimbursement) for any Indemnified Risks to the extent such
Indemnified Risks result from or arise out of one or more of the following
(collectively, "Excepted Claims"): (1) any representation or warranty by such
Indemnitee in the Operative Documents being incorrect; (2) the willful
misconduct or gross negligence of, or the violation of any law, rule or
regulation binding upon such Indemnitee unless such violation was caused by
some performance or nonperformance on the part of the Lessee; (3)
the failure on the part of the Lessor or the Agent to distribute in accordance
with this Agreement or any other Operative Document any amounts received and
distributable by it under the Operative Documents; (4) claims arising from
Liens (other than Permitted Liens) created by any Indemnitee or anyone claiming
by, through or under any Indemnitee and are not related to the transactions
contemplated by the Operative Documents or are voluntarily created or granted
in violation of the terms of the Operative Documents (in each case

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other than through the acts or omissions of the Lessee whether or not in its
capacity as the Lessee or as the Construction Agent); (5) the voluntary
transfer by any Indemnitee, other than in accordance with the Operative
Documents or in connection with the exercise of rights, powers or remedies
under any of the Operative Documents, of any Leased Property or any interest
therein; or (6) claims from any acts or omissions occurring after the latest of
the Lease Termination Date, the sale of the Leased Property to a Person not
affiliated with the Lessee pursuant to the Lease, the termination of the
obligations of the Lessee under the Construction Agency Agreement, or the final
indefeasible repayment to the Funding Parties in full of the Lease Balance. It
is expressly understood and agreed that the indemnity provided for herein shall
survive the expiration or termination of, and shall be separate and independent
from any other remedy under this Master Agreement, any Lease or any other
Operative Document.

SECTION 7.2 Environmental Indemnity. In addition to and without
limitation of Section 7.1, the Lessee agrees to indemnify, hold harmless and
defend each Indemnitee from and against any and all claims (including without
limitation third party claims for personal injury or real or personal property
damage), losses (including but not limited to any loss of value of any Leased
Property), damages, liabilities, fines, penalties, charges, suits, settlements,
demands, administrative and judicial proceedings (including informal
proceedings) and orders, judgments, remedial action, requirements, enforcement
actions of any kind, and all reasonable costs and expenses actually incurred in
connection therewith (including, but not limited to, reasonable attorneys'
and/or paralegals' fees and expenses), including, but not limited to, all costs
incurred in connection with any investigation or monitoring of site conditions
or any clean-up, remedial, removal or restoration work by any federal, state or
local government agency, arising directly or indirectly, in whole or in part,
out of

(i) the presence on or under any Land of any Hazardous
Materials, or any releases or discharges of any Hazardous Materials
on, under, from or onto any Land,

(ii) any activity, including, without limitation,
construction, carried on or undertaken on or off any Land, and whether
by the Lessee or any predecessor in title or any employees, agents,
contractors or subcontractors of the Lessee or any predecessor in
title, or any other Person, in connection with the handling,
treatment, removal, storage, decontamination, clean-up, transport or
disposal of any

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Hazardous Materials that at any time are located or present on or
under or that at any time migrate, flow, percolate, diffuse or in any
way move onto or under any Land,

(iii) loss of or damage to any property or the environment
(including, without limitation, clean-up costs, response costs,
remediation and removal costs, cost of corrective action, costs of
financial assurance, fines and penalties and natural resource
damages), or death or injury to any Person, and all expenses
associated with the protection of wildlife, aquatic species,
vegetation, flora and fauna, and any mitigative action required by or
under Environmental Laws, in each case to the extent related to any
Leased Property,

(iv) any claim concerning any Leased Property's lack of
compliance with Environmental Laws, or any act or omission causing an
environmental condition on or with respect to any Leased Property that
requires remediation or would allow any governmental agency to record
a lien or encumbrance on the land records, or

(v) any contamination of any property or natural resources
arising in connection with the generation, use, handling, storage,
transport or disposal of any such Hazardous Materials on or from any
Leased Property; in each case irrespective of whether any of such
activities were or will be undertaken in accordance with applicable
laws, regulations, codes and ordinances;

in any case with respect to the matters described in the foregoing clauses (i)
through (v) that arise or occur

(w) prior to or during the Lease Term,

(x) at any time during which the Lessee or any Affiliate
thereof owns any interest in or otherwise occupies or possesses any
Leased Property or any portion thereof,

(y) during any period after and during the continuance of any
Event of Default or

(z) during any period of up to three years following the date
an Indemnitee takes possession of any Leased Property and during which
such Indemnitee retains such possession;

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provided, however, the Lessee shall not be required to indemnify any Indemnitee
under this Section 7.2 for any Claim to the extent that such Claim results from
the willful misconduct or gross negligence of such Indemnitee; and provided,
further, with respect to matters arising or occurring within the period
described in (z) above, that the Lessee also shall not be required to indemnify
any Indemnitee under this Section 7.2 for any Claim to the extent that such
Claim results from the simple negligence of such Indemnitee. It is expressly
understood and agreed that the indemnity provided for herein shall survive the
expiration or termination of and shall be separate and independent from any
other remedy under this Master Agreement, the Lease or any other Operative
Document.

SECTION 7.3 Proceedings in Respect of Claims. With respect to any
amount that the Lessee is requested by an Indemnitee to pay by reason of
Section 7.1 or 7.2, such Indemnitee shall, if so requested by the Lessee and
prior to any payment, submit such additional information to the Lessee as the
Lessee may reasonably request and which is in the possession of such Indemnitee
to substantiate properly the requested payment. In case any action, suit or
proceeding shall be brought against any Indemnitee, such Indemnitee shall
notify the Lessee of the commencement thereof, and the Lessee shall be
entitled, at its expense, to participate in, and, to the extent that the Lessee
desires to, assume and control the defense thereof with counsel reasonably
satisfactory to such Indemnitee; provided, however, that such Indemnitee may
pursue a motion to dismiss such Indemnitee from such action, suit or proceeding
with counsel of such Indemnitee's choice at the Lessee's expense; and provided
further that the Lessee may assume and control the defense of such proceeding
only if the Lessee shall have acknowledged in writing its obligations to fully
indemnify such Indemnitee in respect of such action, suit or proceeding, the
Lessee shall pay all reasonable costs and expenses related to such action, suit
or proceeding as and when incurred and the Lessee shall keep such Indemnitee
fully apprised of the status of such action suit or proceeding and shall
provide such Indemnitee with all information with respect to such action suit
or proceeding as such Indemnitee shall reasonably request; and, provided
further, that the Lessee shall not be entitled to assume and control the
defense of any such action, suit or proceeding if and to the extent that, (A)
in the reasonable opinion of such Indemnitee, (x) such action, suit or
proceeding involves any possibility of imposition of criminal liability or any
material risk of material civil liability on such Indemnitee or (y) such
action, suit or proceeding will involve a material risk of the sale, forfeiture
or loss of, or the creation of any

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Lien (other than a Permitted Lien) on any Leased Property or any part thereof
unless the Lessee shall have posted a bond or other security satisfactory to
the relevant Indemnitees in respect to such risk or (z) the control of such
action, suit or proceeding would involve an actual or potential conflict of
interest, (B) such proceeding involves Claims not fully indemnified by the
Lessee which the Lessee and the Indemnitee have been unable to sever from the
indemnified claim(s), or (C) an Event of Default has occurred and is
continuing. The Indemnitee may participate in a reasonable manner at its own
expense and with its own counsel in any proceeding conducted by the Lessee in
accordance with the foregoing.

If the Lessee fails to fulfill the conditions to the Lessee's assuming
the defense of any claim on or prior to the date that is 15 days prior to the
date that an answer or response is required, the Indemnitee may undertake such
defense, at the Lessee's expense. The Lessee shall not enter into any
settlement or other compromise with respect to any Claim which is entitled to
be indemnified under Section 7.1 or 7.2 without the prior written consent of
the related Indemnitee, which consent shall not be unreasonably withheld.
Unless an Event of Default shall have occurred and be continuing, no Indemnitee
shall enter into any settlement or other compromise with respect to any claim
which is entitled to be indemnified under Section 7.1 or 7.2 without the prior
written consent of the Lessee, which consent shall not be unreasonably
withheld, unless such Indemnitee waives its right to be indemnified under
Section 7.1 or 7.2 with respect to such Claim.

Upon payment in full of any Claim by the Lessee pursuant to Section
7.1 or 7.2 to or on behalf of an Indemnitee, the Lessee, without any further
action, shall be subrogated to any and all claims that such Indemnitee may have
relating thereto (other than claims in respect of insurance policies maintained
by such Indemnitee at its own expense), and such Indemnitee shall execute such
instruments of assignment and conveyance, evidence of claims and payment and
such other documents, instruments and agreements as may be reasonably necessary
to preserve any such claims and otherwise cooperate with the Lessee and give
such further assurances as are reasonably necessary or advisable to enable the
Lessee vigorously to pursue such claims.

Any amount payable to an Indemnitee pursuant to Section 7.1 or 7.2
shall be paid to such Indemnitee promptly upon, but in no event later than 30
days after, receipt of a written demand therefor from such Indemnitee,
accompanied by a written statement

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describing in reasonable detail the basis for such indemnity and the
computation of the amount so payable.

If for any reason the indemnification provided for in Section 7.1 or
7.2 is unavailable to an Indemnitee or is insufficient to hold an Indemnitee
harmless, then the Lessee agrees to contribute to the amount paid or payable by
such Indemnitee as a result of such loss, claim, damage or liability in such
proportion as is appropriate to reflect not only the relative benefits received
by such Indemnitee on the one hand and by the Lessee on the other hand but also
the relative fault of such Indemnitee as well as any other relevant equitable
considerations. It is expressly understood and agreed that the right to
contribution provided for herein shall survive the expiration or termination of
and shall be separate and independent from any other remedy under this Master
Agreement, the Lease or any other Operative Document.

SECTION 7.4 General Tax Indemnity. (a) Tax Indemnity. Except as
otherwise provided in this Section 7.4, the Lessee shall pay on an After-Tax
Basis, and on written demand shall indemnify and hold each Tax Indemnitee
harmless from and against, any and all fees (including, without limitation,
documentation, recording, license and registration fees), taxes (including,
without limitation, income, gross receipts, sales, rental, use, turnover,
value-added, property, excise and stamp taxes), levies, imposts, duties,
charges, assessments or withholdings of any nature whatsoever, together with
any penalties, fines or interest thereon or additions thereto (any of the
foregoing being referred to herein as "Taxes" and individually as a "Tax" (for
the purposes of this Section 7.4, the definition of "Taxes" includes amounts
imposed on, incurred by, or asserted against each Tax Indemnitee as the result
of any prohibited transaction, within the meaning of Section 406 or 407 of
ERISA or Section 4975(c) of the Code, arising out of the transactions
contemplated hereby or by any other Operative Document)) imposed on or with
respect to any Tax Indemnitee, the Lessee, any Leased Property or any portion
thereof or any Land, or any sublessee or user thereof, by the United States or
by any state or local government or other taxing authority in the United States
in connection with or in any way relating to (i) the acquisition, financing,
mortgaging, construction, preparation, installation, inspection, delivery,
non-delivery, acceptance, rejection, purchase, ownership, possession, rental,
lease, sublease, maintenance, repair, storage, transfer of title, redelivery,
use, operation, condition, sale, return or other application or disposition of
all or any part of any Leased Property or the imposition of any

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Lien (or incurrence of any liability to refund or pay over any amount as a
result of any Lien) thereon, (ii) Basic Rent or Supplemental Rent or the
receipts or earnings arising from or received with respect to any Leased
Property or any part thereof, or any interest therein or any applications or
dispositions thereof, (iii) any other amount paid or payable pursuant to the
Notes, or any other Operative Documents, (iv) any Leased Property, any Land or
any part thereof or any interest therein (including, without limitation, all
assessments payable in respect thereof, including, without limitation, all
assessments noted on the related Title Policy), (v) all or any of the Operative
Documents, any other documents contemplated thereby, any amendments and
supplements thereto, and (vi) otherwise with respect to or in connection with
the transactions contemplated by the Operative Documents.

(b) Exclusions from General Tax Indemnity. Section
7.4(a) shall not apply to:

(i) Taxes on, based on, or measured by or with
respect to net income of the Lessor, the Lease Participant and the
Lenders (including, without limitation, minimum Taxes, capital gains
Taxes, Taxes on or measured by items of tax preference or alternative
minimum Taxes) other than (A) any such Taxes that are, or are in the
nature of, sales, use, license, rental or property Taxes, and (B)
withholding Taxes imposed by the United States or any state in which
Leased Property is located (i) on payments with respect to the Notes,
to the extent imposed by reason of a change in Applicable Law
occurring after the date on which the holder of such Note became the
holder of such Note or (ii) on Rent, to the extent the net payment of
Rent after deduction of such withholding Taxes would be less than
amounts currently payable with respect to the Funded Amounts;

(ii) Taxes on, based on, or in the nature of or
measured by Taxes on doing business, business privilege, franchise,
capital, capital stock, net worth, or mercantile license or similar
taxes other than (A) any increase in such Taxes imposed on such Tax
Indemnitee by any state in which Leased Property is located, net of
any decrease in such taxes realized by such Tax Indemnitee, to the
extent that such tax increase would not have occurred if on each
Funding Date the Lessor, the Lease Participant and the Lenders had
advanced funds to the Lessee in the form of loans secured by the
Leased Property in an amount equal to the Funded Amounts funded on
such Funding Date, with debt service for such

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loans equal to the Basic Rent payable on each Payment Date and a
principal balance at the maturity of such loans in a total amount
equal to the Funded Amounts at the end of the Lease Term, or (B) any
Taxes that are or are in the nature of sales, use, rental, license or
property Taxes;

(iii) Taxes that are based on, or measured by, the
fees or other compensation received by a Person acting as Agent (in
its individual capacities) or any Affiliate of any thereof for acting
as trustee under the Loan Agreement or the Lease Participation
Agreement;

(iv) Taxes that result from any act, event or
omission, or are attributable to any period of time, that occurs after
the earliest of (A) the expiration of the Lease Term with respect to
any Leased Property and, if such Leased Property is required to be
returned to the Lessor in accordance with the Lease, such return and
(B) the discharge in full of the Lessee's obligations to pay the Lease
Balance, or any amount determined by reference thereto, with respect
to any Leased Property and all other amounts due under the Lease,
unless such Taxes relate to acts, events or matters occurring prior to
the earliest of such times or are imposed on or with respect to any
payments due under the Operative Documents after such expiration or
discharge;

(v) Taxes imposed on a Tax Indemnitee that result
from any voluntary sale, assignment, transfer or other disposition by
such Tax Indemnitee or any related Tax Indemnitee of any interest in
any Leased Property or any part thereof, or any interest therein or
any interest or obligation arising under the Operative Documents, or
from any sale, assignment, transfer or other disposition of any
interest in such Tax Indemnitee or any related Tax Indemnitee, it
being understood that each of the following shall not be considered a
voluntary sale: (A) any substitution, replacement or removal of any
of the property by the Lessee, (B) any sale or transfer resulting from
the exercise by the Lessee of any termination option, any purchase
option or sale option, (C) any sale or transfer while an Event of
Default shall have occurred and be continuing under the Lease, and (D)
any sale or transfer resulting from the Lessor's exercise of remedies
under the Lease;

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(vi) any Tax which is being contested in accordance
with the provisions of Section 7.4(c), during the pendency of such
contest;

(vii) any Tax that is imposed on a Tax Indemnitee as
a result of such Tax Indemnitee's gross negligence or willful
misconduct (other than gross negligence or willful misconduct imputed
to such Tax Indemnitee solely by reason of its interest in any Leased
Property);

(viii) any Tax that results from a Tax Indemnitee
engaging, with respect to any Leased Property, in transactions other
than those permitted by the Operative Documents;

(ix) to the extent any interest, penalties or
additions to tax result in whole or in part from the failure of a Tax
Indemnitee to file a return that it is required to file in a proper
and timely manner, unless such failure (A) results from the
transactions contemplated by the Operative Documents in circumstances
where the Lessee did not give timely notice to such Tax Indemnitee
(and such Tax Indemnitee otherwise had no actual knowledge) of such
filing requirement that would have permitted a proper and timely
filing of such return, or (B) results from the failure of the Lessee
to supply information necessary for the proper and timely filing of
such return that was not in the possession of such Tax Indemnitee; and

(x) any Tax that results from the breach by the
Lessor of its representation and warranty made in Section 4.2(b) or
the breach of any Lender of its representation and warranty made in
Section 4.3(b).

(c) Contests. If any claim shall be made against any Tax
Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee
(including a written notice of such proceeding) for any Taxes as to which the
Lessee may have an indemnity obligation pursuant to Section 7.4, or if any Tax
Indemnitee shall determine that any Taxes as to which the Lessee may have an
indemnity obligation pursuant to Section 7.4 may be payable, such Tax
Indemnitee shall promptly notify the Lessee. The Lessee shall be entitled, at
its expense, to participate in, and, to the extent that the Lessee desire to,
assume and control the defense thereof; provided, however, that the Lessee
shall have acknowledged in writing its obligation to fully indemnify such Tax
Indemnitee in respect of such action, suit or proceeding

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if the contest is unsuccessful; and, provided further, that the Lessee shall
not be entitled to assume and control the defense of any such action, suit or
proceeding (but the Tax Indemnitee shall then contest, at the sole cost and
expense of the Lessee, on behalf of the Lessee with representatives reasonably
satisfactory to the Lessee) if and to the extent that, (A) in the reasonable
opinion of such Tax Indemnitee, such action, suit or proceeding (x) involves
any meaningful risk of imposition of criminal liability or any material risk of
material civil liability on such Tax Indemnitee or (y) will involve a material
risk of the sale, forfeiture or loss of, or the creation of any Lien (other
than a Permitted Lien) on any Leased Property or any part thereof unless the
Lessee shall have posted a bond or other security satisfactory to the relevant
Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims
not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee
have been unable to sever from the indemnified claim(s), (C) an Event of
Default has occurred and is continuing, (D) such action, suit or proceeding
involves matters which extend beyond or are unrelated to the Transaction and if
determined adversely could be materially detrimental to the interests of such
Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such
action, suit or proceeding involves the federal or any state income tax
liability of the Tax Indemnitee. With respect to any contests controlled by a
Tax Indemnitee, (i) if such contest relates to the federal or any state income
tax liability of such Tax Indemnitee, such Tax Indemnitee shall be required to
conduct such contest only if the Lessee shall have provided to such Tax
Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee
and reasonably satisfactory to the Lessee stating that a reasonable basis
exists to contest such claim or (ii) in the case of an appeal of an adverse
determination of any contest relating to any Taxes, an opinion of such counsel
to the effect that such appeal is more likely than not to be successful,
provided, however, such Tax Indemnitee shall in no event be required to appeal
an adverse determination to the United States Supreme Court. The Tax Indemnitee
may participate in a reasonable manner at its own expense and with its own
counsel in any proceeding conducted by the Lessee in accordance with the
foregoing.

Each Tax Indemnitee shall at the Lessee's expense supply the Lessee
with such information and documents in such Tax Indemnitee's possession
reasonably requested by the Lessee as are necessary or advisable for the Lessee
to participate in any action, suit or proceeding to the extent permitted by
this Section 7.4. Unless an Event of Default shall have occurred and

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be continuing, no Tax Indemnitee shall enter into any settlement or other
compromise with respect to any Claim which is entitled to be indemnified under
this Section 7.4 without the prior written consent of the Lessee, which consent
shall not be unreasonably withheld, unless such Tax Indemnitee waives its right
to be indemnified under this Section 7.4 with respect to such Claim.

Notwithstanding anything contained herein to the contrary, (a) a Tax
Indemnitee will not be required to contest (and the Lessee shall not be
permitted to contest) a claim with respect to the imposition of any Tax if such
Tax Indemnitee shall waive its right to indemnification under this Section 7.4
with respect to such claim (and any related claim with respect to other taxable
years the contest of which is precluded as a result of such waiver) and (b) no
Tax Indemnitee shall be required to contest any claim if the subject matter
thereof shall be of a continuing nature and shall have previously been decided
adversely, unless there has been a change in law which in the opinion of Tax
Indemnitee's counsel creates substantial authority for the success of such
contest. Each Tax Indemnitee and the Lessee shall consult in good faith with
each other regarding the conduct of such contest controlled by either.

(d) Reimbursement for Tax Savings. If (x) a Tax
Indemnitee shall obtain a credit or refund of any Taxes paid by the Lessee
pursuant to this Section 7.4 or (y) by reason of the incurrence or imposition
of any Tax for which a Tax Indemnitee is indemnified hereunder or any payment
made to or for the account of such Tax Indemnitee by the Lessee pursuant to
this Section 7.4, such Tax Indemnitee at any time realizes a reduction in any
Taxes for which the Lessee is not required to indemnify such Tax Indemnitee
pursuant to this Section 7.4, which reduction in Taxes was not taken into
account in computing such payment by the Lessee to or for the account of such
Tax Indemnitee, then such Tax Indemnitee shall promptly pay to the Lessee (xx)
the amount of such credit or refund, together with the amount of any interest
received by such Tax Indemnitee on account of such credit or refund or (yy) an
amount equal to such reduction in Taxes, as the case may be; provided that no
such payment shall be made so long as an Event of Default shall have occurred
and be continuing and, provided, further, that the amount payable to the Lessee
by any Tax Indemnitee pursuant to this Section 7.4(d) shall not at any time
exceed the aggregate amount of all indemnity payments made by the Lessee under
this Section 7.4 to such Tax Indemnitee with respect to the Taxes which gave
rise to the credit or refund or with respect to the Tax which gave rise

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to the reduction in Taxes less the amount of all prior payments made to the
Lessee by such Tax Indemnitee under this Section 7.4(d). Each Tax Indemnitee
agrees to act in good faith to claim such refunds and other available Tax
benefits, and take such other actions as may be reasonable to minimize any
payment due from the Lessee pursuant to this Section 7.4. The disallowance or
reduction of any credit, refund or other tax savings with respect to which a
Tax Indemnitee has made a payment to the Lessee under this Section 7.4(d) shall
be treated as a Tax for which the Lessee are obligated to indemnify such Tax
Indemnitee hereunder without regard to Section 7.4(b) hereof.

(e) Payments. Any Tax indemnifiable under this Section
7.4 shall be paid directly when due to the applicable taxing authority if
direct payment is practicable and permitted. If direct payment to the
applicable taxing authority is not permitted or is otherwise not made, any
amount payable to a Tax Indemnitee pursuant to Section 7.4 shall be paid within
thirty (30) days after receipt of a written demand therefor from such Tax
Indemnitee accompanied by a written statement describing in reasonable detail
the amount so payable, but not before the date that the relevant Taxes are due.
Any payments made pursuant to Section 7.4 shall be made to the Tax Indemnitee
entitled thereto or the Lessor, as the case may be, in immediately available
funds at such bank or to such account as specified by the payee in written
directions to the payor, or, if no such direction shall have been given, by
check of the payor payable to the order of the payee by certified mail, postage
prepaid at its address as set forth in this Master Agreement. Upon the request
of any Tax Indemnitee with respect to a Tax that the Lessee are required to
pay, the Lessee shall furnish to such Tax Indemnitee the original or a
certified copy of a receipt for the Lessee's payment of such Tax or such other
evidence of payment as is reasonably acceptable to such Tax Indemnitee.

(f) Reports. If the Lessee knows of any report, return
or statement required to be filed with respect to any Taxes that are subject to
indemnification under this Section 7.4, the Lessee shall, if the Lessee is
permitted by Applicable Law, timely file such report, return or statement (and,
to the extent permitted by law, show ownership of the applicable Leased
Property in the Lessee); provided, however, that if the Lessee is not permitted
by Applicable Law or does not have access to the information required to file
any such report, return or statement, the Lessee will promptly so notify the
appropriate Tax Indemnitee, in which case Tax Indemnitee will file such

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report. In any case in which the Tax Indemnitee will file any such report,
return or statement, the Lessee shall, upon written request of such Tax
Indemnitee, prepare such report, return or statement for filing by such Tax
Indemnitee or, if such Tax Indemnitee so requests, provide such Tax Indemnitee
with such information as is reasonably available to the Lessee.

(g) Verification. At the Lessee's request, the amount of
any indemnity payment by the Lessee or any payment by a Tax Indemnitee to the
Lessee pursuant to this Section 7.4 shall be verified and certified by an
independent public accounting firm selected by the Lessee and reasonably
acceptable to the Tax Indemnitee. Unless such verification shall disclose an
error in the Lessee's favor of 5% or more, the costs of such verification shall
be borne by the Lessee. In no event shall the Lessee have the right to review
the Tax Indemnitee's tax returns or receive any other confidential information
from the Tax Indemnitee in connection with such verification. The Tax
Indemnitee agrees to cooperate with the independent public accounting firm
performing the verification and to supply such firm with all information
reasonably necessary to permit it to accomplish such verification, provided
that the information provided to such firm by such Tax Indemnitee shall be for
its confidential use. The parties agree that the sole responsibility of the
independent public accounting firm shall be to verify the amount of a payment
pursuant to this Master Agreement and that matters of interpretation of this
Master Agreement are not within the scope of the independent accounting firm's
responsibilities.

SECTION 7.5 Interest Rate Not Ascertainable, etc. In the
event that the Agent shall have determined (which determination shall be made
in good faith and, absent manifest error, shall be final, conclusive and
binding upon all parties) that on any date for determining LIBOR for any Rent
Period, by reason of any changes arising after the date of this Agreement
affecting the London interbank market, or the Agent's position in such market,
adequate and fair means do not exist for ascertaining the applicable interest
rate on the basis provided for in the definition of LIBOR then, and in any such
event, the Agent shall forthwith give notice (by telephone confirmed in
writing) to the Lessee and to the other Funding Parties, of such determination
and a summary of the basis for such determination. Until the Agent notifies the
Lessee that the circumstances giving rise to the suspension described herein no
longer exist, the obligations of the other Funding Parties to make or permit
portions of the Funded Amounts to remain outstanding past the last day of the
then current Rent Periods as LIBOR Advances shall be suspended, and such
affected LIBOR Advances shall bear

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interest or accrue yield, as the case may be, at the Alternative Rate (or at
such other rate of interest per annum as the Lessee and each of the Agent and
the other Funding Parties shall have agreed to in writing).

SECTION 7.6 Illegality.

(a) In the event that any Funding Party shall have
determined (which determination shall be made in good faith and, absent
manifest error, shall be final, conclusive and binding upon all parties) at any
time that the making or continuance of any LIBOR Advance has become unlawful by
compliance by such Funding Party in good faith with any applicable law,
governmental rule, regulation, guideline or order (whether or not having the
force of law and whether or not failure to comply therewith would be unlawful),
then, in any such event, the Funding Party shall give prompt notice (by
telephone confirmed in writing) to the Lessee and to the Agent of such
determination and a summary of the basis for such determination (which notice
the Agent shall promptly transmit to the other Funding Parties).

(b) Upon the giving of the notice to the Lessee referred
to in subsection (a) above, (i) the Lessee's right to request and such Funding
Party's obligation to make LIBOR Advances shall be immediately suspended, and
such Funding Party shall make an Advance as part of the requested Funding of
LIBOR Advances, bearing interest or yield at the Alternative Rate (or at such
other rate of interest per annum as the Lessee and each of the Agent and the
Funding Parties shall have agreed to in writing), which Alternative Rate
Advance shall, for all other purposes, be considered part of such Funding and
(ii) if the affected LIBOR Advance or Advances are then outstanding, Lessee
shall immediately, or if permitted by applicable law, no later than the date
permitted thereby, upon at least one Business Day's written notice to the Agent
and the affected Funding Party, convert each such LIBOR Advance into a Funded
Amount bearing interest or yield at the Alternative Rate, provided that if more
than one Funding Party is affected at any time, then all affected Funding
Parties must be treated the same pursuant to this Section 7.6(b).

SECTION 7.7 Increased Costs.

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regulation, or (y) the compliance with any guideline or request from any
central bank or other governmental authority or quasi-governmental authority
exercising control over banks or financial institutions generally (whether or
not having the force of law):

(1) any Funding Party (or its applicable Funding
Office) shall be subject to any tax, duty or other charge with respect
to its LIBOR Advances, or its obligation to make LIBOR Advances, or
the basis of taxation of payments to any Lender of the principal of or
interest on its LIBOR Advances or its obligation to make LIBOR
Advances shall have changed (except for changes in the tax on the
overall net income of such Funding Party or its applicable Funding
Office imposed by the jurisdiction in which such Funding Party's
principal executive office or applicable Funding Office is located);
or

(2) any reserve (including, without limitation, any
imposed by the Board of Governors of the Federal Reserve System),
special deposit or similar requirement against assets of, deposits
with or for the account of, or credit extended by, any Funding Party's
applicable Funding Office shall be imposed or deemed applicable or any
other condition affecting its LIBOR Advances, or its obligation to
make LIBOR Advances shall be imposed on any Funding Party or its
applicable Funding Office or the London interbank market;

and as a result thereof there shall be any increase in the cost to such Funding
Party of agreeing to make or making, funding or maintaining LIBOR Advances, or
there shall be a reduction in the amount received or receivable by such Funding
Party or its applicable Funding Office, or

(ii) in the event that any Funding Party shall have determined that
any law, treaty, governmental (or quasi- governmental) rule, regulation,
guideline or order regarding capital adequacy not currently in effect or fully
applicable as of the initial Closing Date, or any change therein or in the
interpretation or application thereof after the initial Closing Date, or
compliance by such Funding Party with any request or directive regarding
capital adequacy not currently in effect or fully applicable as of the initial
Closing Date (whether or not having the force of law and whether or not failure
to comply therewith would be unlawful) from a central bank or governmental
authority or body having jurisdiction, does or shall have the ef-

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fect of reducing the rate of return on such Funding Party's capital as a
consequence of its obligations hereunder to a level below that which such
Funding Party could have achieved but for such law, treaty, rule, regulation,
guideline or order, or such change or compliance (taking into consideration
such Funding Party's policies with respect to capital adequacy) by an amount
deemed by such Funding Party to be material;

then, in the case of (i) or (ii) above, upon written notice from and demand by
such Funding Party on the Lessee (with a copy of such notice and demand to the
Agent), the Lessee shall pay to the Agent for the account of such Funding Party
within five Business Days after the date of such notice and demand, additional
amounts sufficient to indemnify such Funding Party against such increased cost
or reduced yield. A certificate as to the amount of such increased cost or
reduced yield submitted to the Lessee and the Agent by such Funding Party in
good faith and accompanied by a statement prepared by such Funding Party
describing in reasonable detail the basis for and calculation of such increased
cost, shall, except for manifest error, be final, conclusive and binding for
all purposes.

In addition, if at any time a LIBOR Reserve Percentage greater
than 0% is imposed on any Funding Party, the Lessee shall pay to such Funding
Party additional interest or yield on the unpaid principal amount of the LIBOR
Advances of such Funding Party until such principal amount is paid in full at
an interest rate per annum equal at all times to the quotient obtained (rounded
upwards, if necessary, to the next higher 1/100th of 1%) by dividing (i) the
applicable LIBOR for such LIBOR Advance for such Interest Period by (ii) 1.00
minus the LIBOR Reserve Percentage, payable on each date on which interest is
payable on such LIBOR Advance. Such additional interest, if any, shall be
determined by such Funding Party and notified to the Lessee through the Agent.

(b) If any Funding Party shall advise the Agent that at
any time, because of the circumstances described in clauses (x) or (y) in
Section 7.7(a) or any other circumstances beyond such Funding Party's
reasonable control arising after the date of this Agreement affecting such
Funding Party or the London interbank market or such Funding Party's position
in such markets, LIBOR as determined by the Agent, will not adequately and
fairly reflect the cost to such Funding Party of funding its LIBOR Advances,
then, and in any such event:

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(i) the Agent shall forthwith give notice (by
telephone confirmed in writing) to the Lessee and to the other Funding
Parties of such advice;

(ii) the Lessee's right to request and such Funding
Party's obligation to make or permit portions of the Funded Amounts to
remain outstanding past the last day of the then current Rent Periods
as LIBOR Advances shall be immediately suspended; and

(iii) such Funding Party shall make an Advance
as part of the requested Funding of LIBOR Advances, as the case may
be, bearing interest or accruing yield at the Alternative Rate (or at
such other rate of interest per annum as the Lessee and each of the
Agent and the Funding Parties shall have agreed to in writing), which
Alternative Rate Advance shall, for all other purposes, be considered
part of such Funding.

(c) Funding Party shall make written demand on the Lessee
for indemnification or compensation pursuant to this Section 7.7 no later than
60 days after the event giving rise to the claim for indemnification or
compensation occurs. In the event that any Funding Party fails to give the
Lessee notice within the time limitations prescribed in the foregoing sentence,
the Lessee shall not have any obligation to pay such claim for compensation or
indemnification.

SECTION 7.8 Funding Offices.

(a) Each Funding Party agrees that, if requested by the
Lessee, it will use reasonable efforts (subject to overall policy
considerations of such Funding Party) to designate an alternate Funding Office
with respect to any of its LIBOR Advances affected by the matters or
circumstances described in Sections 7.5, 7.6, or 7.7 to reduce the liability of
the Lessee or avoid the results provided thereunder, so long as such
designation is not materially disadvantageous to such Funding Party as
determined by such Funding Party, which determination if made in good faith,
shall be conclusive and binding on all parties hereto. Nothing in this Section
7.8 shall affect or postpone any of the obligations of the Lessee or any right
of any Funding Party provided hereunder.

(b) If any Funding Party that is organized under the laws of
any jurisdiction other than the United States of America

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or any State thereof (including the District of Columbia) issues a public
announcement with respect to the closing of its lending offices in the United
States such that any withholdings or deductions or additional payments with
respect to Taxes may be required to be made by the Lessee thereafter pursuant
to Section 7.4, such Funding Party shall use reasonable efforts to furnish the
Lessee notice thereof as soon as practicable thereafter; provided, however,
that no delay or failure to furnish such notice shall in any event release or
discharge the Lessee from its obligations to such Funding Party pursuant to
Section 7.4 or otherwise result in any liability of such Funding Party.

SECTION 7.9 Funding Losses. The Lessee shall compensate each
Funding Party, upon its written request to the Lessee (which request shall set
forth the basis for requesting such amounts in reasonable detail and which
request shall be made in good faith and, absent manifest error, shall be final,
conclusive and binding upon all of the parties hereto), for all losses,
expenses and liabilities (including, without limitation, any interest paid by
such Funding Party to lenders of funds borrowed by it to make or carry its
Funded Amounts), in either case to the extent not recoverable by such Funding
Party in connection with a re-employment of such funds and including loss of
anticipated profits, which the Funding Party may sustain: (i) if for any
reason (other than a default by such Funding Party) a Funding does not occur on
the date specified therefor in a Funding Request or Payment Date Notice
(whether or not withdrawn), (ii) if any repayment (including mandatory
prepayments and any conversions pursuant to Section 7.6(b)) of any Funding
occurs on a date which is not the last day of a Rent Period applicable
thereto, or (iii) if, for any reason, the Lessee defaults in its obligation to
repay its Rent when required by the terms of the Operative Documents. In no
circumstance will Lessee be responsible for losses (other than administrative
costs) where interest rates have increased as of the date of determination of
funding losses hereunder.

SECTION 7.10 Assumptions Concerning Funding of LIBOR
Advances. Calculation of all amounts payable to a Funding Party shall be made
as though that Funding Party had actually funded its relevant LIBOR Advances
through the purchase of deposits in the relevant market bearing interest at the
rate applicable to such LIBOR Advances in an amount equal to the amount of the
LIBOR Advances and having a maturity comparable to the relevant Rent Period and
through the transfer of such LIBOR Advances from an offshore office of that
Funding Party to a domestic office of that Funding Party in the United States
of America; provided

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however, that each Funding Party may fund each of its LIBOR Advances in any
manner it sees fit and the foregoing assumption shall be used only for
calculation of amounts payable under the Operative Documents.

SECTION 7.11 End of Term Indemnity. In the event that at the end
of the Lease Term for a Leased Property: (i) the Lessee elects the option set
forth in Section 14.6 of the Lease, and (ii) after the Lessor receives the
sales proceeds from such Leased Property under Section 14.6 or 14.7 of the
Lease, together with the Lessee's payment of the Recourse Deficiency Amount,
the Lessor shall not have received the entire Lease Balance, then, within 90
days after the end of the Lease Term, the Lessor or the Agent may obtain, at
the Lessee's sole cost and expense, a report from the Appraiser (or, if the
Appraiser is not available, another appraiser reasonably satisfactory to the
Lessor or the Agent, as the case may be, and approved by the Lessee, such
approval not to be unreasonably withheld) in form and substance satisfactory to
the Lessor and the Agent (the "Report") to establish the reason for any decline
in value of such Leased Property from the Lease Balance. The Lessee shall
promptly reimburse the Lessor for the amount equal to such decline in value to
the extent that the Report indicates that such decline was due to

(w) extraordinary use, failure to maintain, to repair, to
restore, to rebuild or to replace, failure to comply with all
Applicable Laws, failure to use, workmanship, method of installation
or removal or maintenance, repair, rebuilding or replacement, or any
other cause or condition within the power of the Lessee to control or
effect resulting in the Building failing to be an office, store or
warehouse of the type and quality contemplated by the Appraisal
(excepting in each case ordinary wear and tear), or

(x) any Alteration made to, or any rebuilding of, the Leased
Property or any part thereof by the Lessee, or

(y) any restoration or rebuilding carried out by the Lessee
or any condemnation of any portion of the Leased Property pursuant to
Article X of the Lease, or

(z) any use of such Leased Property or any part thereof by
the Lessee other than as permitted by the Lease, or any act or
omission constituting a breach of any requirement, condition,
restriction or limitation set forth in the related Deed or the related
Purchase Agreement.

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SECTION 8
MISCELLANEOUS

SECTION 8.1 Survival of Agreements. The representations,
warranties, covenants, indemnities and agreements of the parties provided for
in the Operative Documents, and the parties' obligations under any and all
thereof, shall survive the execution and delivery and the termination or
expiration of this Master Agreement and any of the Operative Documents, the
transfer of any Land to the Lessor as provided herein (and shall not be merged
into any Deed), any disposition of any interest of the Lessor in any Leased
Property, the purchase and sale of the Notes, payment therefor and any
disposition thereof and shall be and continue in effect notwithstanding any
investigation made by any party hereto or to any of the other Operative
Documents and the fact that any such party may waive compliance with any of the
other terms, provisions or conditions of any of the Operative Documents.

SECTION 8.2 Notices. Unless otherwise specified herein, all
notices, requests, demands or other communications to or upon the respective
parties hereto shall be addressed to such parties at the addresses therefor as
set forth in Schedule 8.2, as such other address as any such party shall
specify to the other parties hereto, and shall be deemed to have been given (i)
the Business Day after being sent, if sent by overnight courier service; (ii)
the Business Day received, if sent by messenger; (iii) the day sent, if sent by
facsimile and confirmed electronically or otherwise during business hours of a
Business Day (or on the next Business Day if otherwise sent by facsimile and
confirmed electronically or otherwise); or (iv) three Business Days after being
sent, if sent by registered or certified mail, postage prepaid.

SECTION 8.3 Counterparts. This Master Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

SECTION 8.4 Amendments. No Operative Document nor any of the
terms thereof may be terminated, amended, supplemented, waived or modified with
respect to the Lessee or any Funding Party, except (a) in the case of a
termination, amendment, supplement, waiver or modification to be binding on the
Lessee, with the written agreement or consent of the Lessee, and (b) in

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the case of a termination, amendment, supplement, waiver or modification to be
binding on the Funding Parties, with the written agreement or consent of the
Lessor and the Required Funding Parties; provided, however, that

(x) notwithstanding the foregoing provisions of this
Section 8.4, the consent of each Funding Party affected thereby shall be
required for any amendment, modification or waiver directly:

(i) modifying any of the provisions of this Section 8.4,
changing the definition of "Required Funding Parties", or increasing
the Commitment of such Funding Party;

(ii) amending, modifying, waiving or supplementing any of the
provisions of Section 3 of the Loan Agreement or Section 3 of the
Lease Participation Agreement or the representations of such Funding
Party in Section 4.2 or 4.3 or the covenants of such Funding Party in
Section 6 of this Master Agreement;

(iii) reducing any amount payable to such Funding Party under
the Operative Documents or extending the time for payment of any such
amount, including, without limitation, any Rent, any Funded Amount,
any fees, any indemnity, the Leased Property Balance, the Lease
Balance, any Funding Party Balance, Recourse Deficiency Amount,
interest or Yield; or

(iv) consenting to any assignment of the Lease, releasing any
of the collateral assigned to the Agent and the Lenders pursuant to
any Mortgage and any Assignment of Lease and Rents (but excluding a
release of any rights that the Lenders may have in any Leased
Property, or the proceeds thereof as contemplated in the definition of
"Release Date"), releasing the Lessee from its obligations in respect
of the payments of Rent and the Lease Balance, releasing the Lessee
from its obligations under the Operative Guaranty or the other
Operative Documents or changing the absolute and unconditional
character of any such obligation; and

(y) no such termination, amendment, supplement, waiver or
modification shall, without the written agreement or consent of the Lessor, the
Lease Participant and the Lenders, be made to the Lease; and

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(z) subject to the foregoing clauses (x) and (y), so long
as no Event of Default has occurred and is continuing, the Lessor, the Agent,
the Lease Participant and the Lenders may not amend, supplement, waive or
modify any terms of the Loan Agreement, the Notes, the Mortgages and the
Assignments of Lease and Rents without the consent of the Lessee (such consent
not to be unreasonably withheld or delayed); the Lessor and the Lessee may not
amend, supplement, waive or modify any terms of the Lease or any Security
Agreement and Assignment without the consent of the Agent, the Lease
Participant and the Lenders.

SECTION 8.5 Headings, etc. The Table of Contents and headings of
the various Articles and Sections of this Master Agreement are for convenience
of reference only and shall not modify, define, expand or limit any of the
terms or provisions hereof.

SECTION 8.6 Parties in Interest. Except as expressly provided
herein, none of the provisions of this Master Agreement is intended for the
benefit of any Person except the parties hereto, the Lease Participant, and
their respective successors and permitted assigns.

SECTION 8.7 GOVERNING LAW. THIS MASTER AGREEMENT HAS BEEN
DELIVERED IN, AND SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE.

SECTION 8.8 Expenses. Whether or not the transactions herein
contemplated are consummated, the Lessee agrees to pay, as Supplemental Rent,
all actual, reasonable and documented out-of-pocket costs and expenses of the
Lessor, the Lease Participant, the Agent and (other than in connection with the
initial Closing Date) the Lenders in connection with the preparation, execution
and delivery of the Operative Documents and the documents and instruments
referred to therein and any amendment, waiver or consent relating thereto
(including, without limitation, the fees and disbursements of Mayer, Brown &
Platt) and of the Lessor, the Agent, the Lease Participant and the Lenders in
connection with the enforcement of the Operative Documents and the documents
and instruments referred to therein (including, without limitation, the
reasonable fees and disbursements of counsel for the Lessor, the Agent, the
Lease Participant and the Lenders actually incurred).

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SECTION 8.9 Severability. Any provision of this Master Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.

SECTION 8.10 Liabilities of the Funding Parties. No Funding Party
shall have any obligation to any other Funding Party or to the Lessee with
respect to the transactions contemplated by the Operative Documents except
those obligations of such Funding Party expressly set forth in the Operative
Documents or except as set forth in the instruments delivered in connection
therewith, and no Funding Party shall be liable for performance by any other
party hereto of such other party's obligations under the Operative Documents
except as otherwise so set forth. No Lease Participant or Lender shall have
any obligation or duty to the Lessee, any other Funding Parties or any other
Person with respect to the transactions contemplated hereby except to the
extent expressly set forth in this Master Agreement or the Loan Agreement.

SECTION 8.11 Submission to Jurisdiction; Waivers. Each party
hereto hereby irrevocably and unconditionally:

(i) submits for itself and its property in any legal action
or proceeding relating to this Master Agreement or any other Operative
Document, or for recognition and enforcement of any judgment in
respect thereof, to the non-exclusive general jurisdiction of the
Courts of the State of Georgia sitting in Fulton County, Georgia, the
courts of the United States of America for the Northern District of
Georgia, and appellate courts from any thereof;

(ii) consents that any such action or proceedings may be
brought to such courts, and waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in any
court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;

(iii) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage
prepaid, to such party at its address set forth in Schedule 8.2 or at

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such other address of which the other parties hereto shall have been
notified pursuant to Section 8.2; and

(iv) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law.

SECTION 8.12 Liabilities of the Agent. The Agent shall have no
duty, liability or obligation to any party to this Master Agreement with
respect to the transactions contemplated hereby except those duties,
liabilities or obligations expressly set forth in this Master Agreement, the
Lease Participation Agreement or the Loan Agreement, and any such duty,
liability or obligations of the Agent shall be as expressly limited by this
Master Agreement, the Lease Participation Agreement or the Loan Agreement, as
the case may be.

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IN WITNESS WHEREOF, the parties hereto have caused this Master
Agreement to be duly executed by their respective officers thereunto duly
authorized as of the day and year first above written.

CHOICEPOINT INC., as the Lessee

By: /s/ Doug C. Curling
----------------------------------
Name Printed: Doug C. Curling
Title: Executive Vice President and
Chief Financial Officer

S-1
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SUNTRUST BANKS, INC., as Lessor

By: /s/ RC Shufeldt
----------------------------------
Name Printed: RC Shufeldt
Title: Junior Vice President

S-2
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SUNTRUST BANK, ATLANTA, as Agent

By: /s/ J. Christopher Deisley
----------------------------------
Name Printed: J. Christopher Deisley
------------------------
Title: First Vice President
-------------------------------

By: /s/ Kevin S. MacDonald
----------------------------------
Name Printed: Kevin S. MacDonald
------------------------
Title: Vice President
-------------------------------

S-3
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APPENDIX A
to
Master Agreement, Lease,
Loan Agreement, Construction Agency Agreement
and Lease Participation Agreement

DEFINITIONS AND INTERPRETATION

A. Interpretation. In each Operative Document, unless a clear contrary
intention appears:

(i) the singular number includes the plural number and vice versa;

(ii) reference to any Person includes such Person's successors and
assigns but, if applicable, only if such successors and assigns are
permitted by the Operative Documents;

(iii) reference to any gender includes each other gender;

(iv) reference to any agreement (including any Operative Document),
document or instrument means such agreement, document or instrument as
amended, supplemented or modified and in effect from time to time in
accordance with the terms thereof and, if applicable, the terms of the
other Operative Documents and reference to any promissory note includes any
promissory note which is an extension or renewal thereof or a substitute or
replacement therefor;

(v) reference to any Applicable Law means such Applicable Law as
amended, modified, codified, replaced or reenacted, in whole or in part,
and in effect from time to time, including rules and regulations
promulgated thereunder and reference to any section or other provision of
any Applicable Law means that provision of such Applicable Law from time to
time in effect and constituting the substantive amendment, modification,
codification, replacement or reenactment of such section or other
provision;

(vi) reference in any Operative Document to any Article, Section,
Appendix, Schedule or Exhibit means such Article or Section thereof or
Appendix, Schedule or Exhibit thereto;

(vii) "hereunder", "hereof", "hereto" and words of similar import
shall be deemed references to an Operative Document as a whole and not to
any particular Article, Section or other provision hereof;

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(viii) "including" (and with correlative meaning "include") means
including without limiting the generality of any description preceding such
term;

(ix) "or" is not exclusive; and

(x) relative to the determination of any period of time, "from" means
"from and including" and "to" means "to but excluding".

B. Accounting Terms. In each Operative Document, unless expressly otherwise
provided, accounting terms shall be construed and interpreted, and accounting
determinations and computations shall be made, in accordance with GAAP.

C. Conflict in Operative Documents. If there is any conflict between any
Operative Documents, such Operative Document shall be interpreted and construed,
if possible, so as to avoid or minimize such conflict but, to the extent (and
only to the extent) of such conflict, the Master Agreement shall prevail and
control.

D. Legal Representation of the Parties. The Operative Documents were
negotiated by the parties with the benefit of legal representation and any rule
of construction or interpretation otherwise requiring the Operative Document to
be construed or interpreted against any party shall not apply to any
construction or interpretation hereof or thereof.

E. Defined Terms. Unless a clear contrary intention appears, terms defined
herein have the respective indicated meanings when used in each Operative
Document.

"A Loan" means the A Percentage of Loans made by Lenders pursuant to the
Loan Agreement and the Master Agreement.

"A Note" is defined in Section 2.2 of the Loan Agreement.

"A Percentage" means 80%.

"Acquisition" means any transaction or series of related transactions for
the purpose of or resulting, directly or indirectly, in (a) the acquisition of
all or substantially all of the assets of a Person, or of any business or
division of a Person, (b) the acquisition of in excess of 50% of the capital
stock, partnership interests, membership interests or equity of any Person, or
otherwise causing any Person to become a Subsidiary, or (c) a merger or
consolidation or any other combination with another Person (other than a Person
that is a Subsidiary).

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"Address" means with respect to any Person, its address set forth in
Schedule 8.2 to the Master Agreement or such other address as it shall have
identified to the parties to the Master Agreement in writing.

"Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with, such Person, whether
through the ownership of voting securities or by contract or otherwise. For
purposes of this definition, the term "control" (including the correlative
meanings of the terms "controlling," "controlled by" and "under common control
with"), as applied to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
that Person.

"After-Tax Basis" means (a) with respect to any payment to be received by
an Indemnitee (which, for purposes of this definition, shall include any Tax
Indemnitee), the amount of such payment supplemented by a further payment or
payments so that, after deducting from such payments the amount of all Taxes
(net of any current credits, deductions or other Tax benefits arising from the
payment by the Indemnitee of any amount, including Taxes, for which the payment
to be received is made) imposed currently on the Indemnitee by any Governmental
Authority or taxing authority with respect to such payments, the balance of such
payments shall be equal to the original payment to be received and (b) with
respect to any payment to be made by any Indemnitee, the amount of such payment
supplemented by a further payment or payments so that, after increasing such
payment by the amount of any current credits or other Tax benefits realized by
the Indemnitee under the laws of any Governmental Authority or taxing authority
resulting from the making of such payments, the sum of such payments (net of
such credits or benefits) shall be equal to the original payment to be made;
provided, however, for the purposes of this definition, and for purposes of any
payment to be made to either the Lessee or an Indemnitee on an after-tax basis,
it shall be assumed that (i) federal, state and local taxes are payable at the
highest combined marginal federal and state statutory income tax rate (taking
into account the deductibility of state income taxes for federal income tax
purposes) applicable to corporations from time to time and (ii) such Indemnitee
or the Lessee has sufficient income to utilize any deductions, credits (other
than foreign tax credits, the use of which shall be determined on an actual
basis) and other Tax benefits arising from any payments described in clause (b)
of this definition.

"Agent" means SunTrust Bank, Atlanta, a Georgia banking corporation, in its
capacity as agent under the Master Agreement, the Lease Participation Agreement
and the Loan Agreement.

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"Aggregate Construction Costs" means the aggregate amount of all
development, transaction and closing costs incurred by the Lessee, including all
acquisition costs for any improvements and capitalized expenses, but excluding
the purchase price of the Land.

"Alterations" means, with respect to any Leased Property, fixtures,
alterations, improvements, modifications and additions to such Leased Property.

"Alternative Rate" means, for any period, an interest rate per annum equal
to the rate of interest most recently announced by the Agent in Atlanta, Georgia
from time to time as its prime lending rate (or other comparable reference rate)
for calculating interest on certain loans, which need not be the lowest interest
rate charged by such bank. If such prime lending rate or equivalent of such bank
changes from time to time after the date hereof, the Alternative Rate shall be
automatically increased or decreased, as the case may be, without notice to the
Lessee as of the effective time of each change in such prime lending rate or
equivalent.

"Applicable Law" means all existing and future applicable laws (including
Environmental Laws), rules, regulations (including proposed, temporary and final
income tax regulations), statutes, treaties, codes, ordinances, permits,
certificates, orders and licenses of and interpretations by, any Governmental
Authority, and applicable judgments, decrees, injunctions, writs, orders or like
action of any court, arbitrator or other administrative, judicial or
quasi-judicial tribunal or agency of competent jurisdiction (including those
pertaining to health, safety or the environment (including, without limitation,
wetlands) and those pertaining to the construction, use or occupancy of any
Leased Property) and any restrictive covenant or deed restriction or easement of
record affecting any Leased Property.

"Applicable Margin" means the percentage designated on the chart set forth
below based on Lessee's ratio of Funded Debt to Consolidated EBITDA, measured
quarterly, effective in the first fiscal quarter immediately following the date
of delivery of the Compliance Certificate to the Agent:

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<TABLE>
<CAPTION>
FUNDED DEBT TO
CONSOLIDATED APPLICABLE
EBITDA RATIO MARGIN
- -------------- ----------
<S> <C>
Greater than or Equal to 3.0:1.0 0.625%

Less than 3.0:1.0 and Greater
than or Equal to 2.5:1.0 0.50%

Less than 2.5:1.0 and Greater
than or Equal to 2.0:1.0 0.425%

Less than 2.0:1.0 0.35%
</TABLE>

For purposes of the foregoing, (i) the Applicable Margin on the initial Closing
Date is 0.35% and shall remain 0.35% through and including September 30, 1997
(by way of example, as of the first day of the third fiscal quarter of Lessee,
the Applicable Margin shall be calculated based upon the ratio of Funded Debt to
Consolidated EBITDA of the Lessee reported in the Compliance Certificate
delivered by the Lessee for the first fiscal quarter of such fiscal year of
Lessee); and (ii) if the Lessee fails to provide the Compliance Certificate and
related financial statements required by Section 5.1 of the Master Agreement
within the applicable time period set forth therein, the Applicable Margin shall
be adjusted to 0.625% on the first day of the following fiscal quarter until
such Compliance Certificate and related financial statements are delivered.

"Appraisal" is defined in Section 3.1 of the Master Agreement.

"Appraiser" means an MAI appraiser satisfactory to the Agent and the
Lessor.

"Architect" means with respect to any Leased Property the architect engaged
in connection with the construction of the related Building, who may be an
employee of the General Contractor for such Leased Property.

"Architect's Agreement" means, with respect to any Leased Property, the
architectural services agreement, if any, between the Lessee and the related
Architect.

"Assignment of Lease and Rents" means, with respect to any Leased Property,
the Assignment of Lease and Rents, dated as of the related Closing Date, from
the Lessor to the Agent, substantially in the form of Exhibit B to the Master
Agreement.

"Awards" means any award or payment received by or payable to the Lessor or
the Lessee on account of any Condemnation or

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<PAGE> 84

Event of Taking (less the actual costs, fees and expenses incurred in the
collection thereof, for which the Person incurring the same shall be reimbursed
from such award or payment).

"B Loan" means the B Percentage of Loans made by a Lender pursuant to the
Loan Agreement and the Master Agreement.

"B Note" is defined in Section 2.2 of the Loan Agreement.

"B Percentage" means 20%.

"Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as amended.

"Base Term" means, with respect to any Leased Property, (a) the period
commencing on the Initial Closing Date for the first parcel of Land acquired by
the Lessor and ending on the tenth (10th) anniversary of such Closing Date or
(b) such shorter period as may result from earlier termination of the Lease as
provided therein.

"Basic Rent" means, for any Lease Term, the rent payable pursuant to
Section 3.1 of the Lease, determined in accordance with the following: each
installment of Basic Rent payable on any Payment Date shall be in an amount
equal to the sum of (A) the aggregate amount of Lender Basic Rent payable on
such Payment Date, plus (B) the aggregate amount of Lessor Basic Rent payable on
such Payment Date, in each case for the Leased Property or Properties that are
then subject to the Lease.

"Board of Directors", with respect to a corporation, means either the Board
of Directors or any duly authorized committee of that Board which pursuant to
the by-laws of such corporation has the same authority as that Board as to the
matter at issue.

"Building" means, with respect to any Leased Property, the buildings,
structures and improvements located or to be located on the related Land, along
with all fixtures used or useful in connection with the operation of such Leased
Property, including, without limitation, all furnaces, boilers, compressors,
elevators, fittings, pipings, connectives, conduits, ducts, partitions,
equipment and apparatus of every kind and description now or hereafter affixed
or attached or used or useful in connection with the Building, all equipment
financed by the Lessor and/or the Lenders and the Lease Participants and all
Alterations (including all restorations, repairs, replacements and rebuilding of
such buildings, improvements and structures) thereto (but in each case excluding
trade fixtures financed other than by the Lessor, the Lease Participant or the
Lenders).

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<PAGE> 85

"Business Day" means any day other than a Saturday, Sunday or other day on
which banks are required or authorized to be closed for business in Atlanta,
Georgia and, if the applicable Business Day relates to a LIBOR Advance, on which
trading is not carried on by and between banks in the London interbank market.

"Capital Stock" means, with respect to any Person, all capital stock of
such Person, whether voting or nonvoting, including common stock and preferred
stock of such Person.

"Casualty" means an event of damage or casualty relating to all or part of
any Leased Property that does not constitute an Event of Loss.

"CDB/Infotek" means CDB/Infotek, a California corporation.

"CERCLA" means the Comprehensive Environmental Response Compensation and
Liability Act, 42 U.S.C. Section 9601 et. seq. and its implementing regulations
and amendments.

"CERCLIS" means the Comprehensive Environmental Response Compensation and
Liability Inventory System established pursuant to CERCLA.

"Claims" means liabilities, obligations, damages, losses, demands,
penalties, fines, claims, actions, suits, judgments, proceedings, settlements,
utility charges, costs, expenses and disbursements (including, without
limitation, reasonable legal fees and expenses) of any kind and nature
whatsoever.

"Closing Date" means, with respect to each parcel of Land, the date on
which such Land is acquired by the Lessor and the initial Funding occurs with
respect to such Land under the Master Agreement.

"Commitment" means as to each Funding Party, its obligation to make
Fundings as investments in each Leased Property, or to make Loans to the Lessor,
or to fund a Lease Participation as the case may be, in an aggregate amount not
to exceed at any one time outstanding the amount set forth for such Funding
Party on Schedule 2.2 to the Master Agreement (as it may be adjusted from time
to time pursuant to Section 6 of the Master Agreement).

"Commitment Percentage" means as to any Funding Party, at a particular
time, the percentage of the aggregate Commitments in effect at such time
constituted by such Funding Party's Commitment, as such percentage is shown for
such Funding Party on Schedule 2.2 to the Master Agreement (as it may be
adjusted from time to time pursuant to Section 6 of the Master Agreement).

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<PAGE> 86

"Completion Costs Payment", which is payable upon the occurrence of a
Non-Completion Event, is an amount equal to the sum of (i) the acquisition cost
of the Land, (ii) the aggregate amount of all Completion Costs, up to but not in
excess of the Completion Costs Payment Limitation, and (iii) all Supplemental
Rent and other amounts owing by the Lessee under the Operative Documents (other
than any Completion Costs in excess of the Completion Costs Payment Limitation).

"Completion Costs" means at any time the sum of (x) the aggregate amount of
all development, transaction and closing costs, including all acquisition costs
for any improvements and capitalized expenses, but excluding the purchase price
of the Land, expended or incurred by the Lessee as of the time of a
Non-Completion Event and which it will be necessary thereafter to expend in
order to achieve Completion, plus (y) all Taxes thereon.

"Completion Costs Payment Limitation" means an amount equal to 89% of the
Aggregate Construction Costs.

"Completion Date" with respect to any Leased Property means the Business
Day on which the conditions specified in Section 3.5 of the Master Agreement
have been satisfied with respect to such property.

"Compliance Certificate" shall have the meaning set forth in Section 5.1 of
the Master Agreement.

"Condemnation" means any condemnation, requisition, confiscation, seizure
or other taking or sale of the use, occupancy or title to any Leased Property or
any part thereof in, by or on account of any actual eminent domain proceeding or
other action by any Governmental Authority or other Person under the power of
eminent domain or any transfer in lieu of or in anticipation thereof, which in
any case does not constitute an Event of Taking. A Condemnation shall be deemed
to have "occurred" on the earliest of the dates that use, occupancy or title is
taken.

"Consolidated Companies" means, collectively, Lessee and all of its
Subsidiaries.

"Consolidated EBIT" means, for any fiscal period of Lessee, an amount equal
to (A) the sum for such fiscal period of Consolidated Net Income (Loss) and, to
the extent deducted in determining such Consolidated Net Income (Loss),
provisions for (i) taxes based on income and (ii) Consolidated Interest Expense,
minus (B) any items of gain (or plus any items of loss) which were included in
determining such Consolidated Net Income (Loss) and were (x) not realized in the
ordinary course of business

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<PAGE> 87

(whether or not classified as "ordinary" by GAAP), (y) the result of any sale of
assets, or (z) resulting from minority investments, together in the case of (x),
(y) or (z), any related provision for taxes included in Consolidated Net Income
(Loss) with respect thereto, plus (C) non-recurring non-cash charges, including
without limitation, accruals related to any acquisition and earnouts incurred in
connection with any acquisition to the extent not paid in cash.

"Consolidated EBITDA" means, for any four fiscal-quarter period of Lessee,
an amount equal to the sum of (A) Consolidated EBIT plus (B) depreciation and
amortization expense to the extent deducted in determining Consolidated Net
Income (Loss), plus (C) without duplication, the sum of the following items to
the extent not included in Consolidated EBITDA for such period:

(1) the net income (or net loss) for such four fiscal quarter period
of any Person which became a Subsidiary during such period (a "New
Subsidiary");

(2) the net income (or net loss) derived during such four fiscal
quarter period from any assets acquired by any Consolidated Company during
such period ("New Assets");

(3) the sum of (x) taxes based on income, (y) Consolidated Interest
Expense and (z) depreciation and amortization expense, in each case to the
extent deducted in determining net income of any New Subsidiary or derived
from any New Assets during such four fiscal quarter period, minus any items
of gain (or plus any items of loss) which were included in determining such
net income and were (aa) not realized in the ordinary course of business
(whether or not classified as "ordinary" by GAAP), (bb) the result of any
sale of assets, or (cc) resulting from minority investments, together in
the case of (aa), (bb) or (cc), any related provision for taxes included in
such net income with respect thereto; and

(4) non-recurring non-cash charges of any New Subsidiary or derived
from any New Assets during such four fiscal quarter period, including
without limitation, accruals related to any acquisition and earnouts
incurred in connection with any acquisition to the extent not paid in cash.

"Consolidated EBITR" means, for any fiscal period of Lessee, an amount
equal to the sum of Consolidated EBIT plus Consolidated Rental Expense for such
period.

"Consolidated Fixed Charges" means, for any fiscal period of Lessee, the
sum of (A) Consolidated Interest Expense, plus (B)

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<PAGE> 88

Consolidated Rental Expense, plus (C) dividends and distributions on Capital
Stock paid in cash during such fiscal period by Lessee or any other Consolidated
Company, but excluding the one-time dividend paid by Lessee to Equifax as of the
Spin-Off Date and any repurchases of Capital Stock of Lessee.

"Consolidated Interest Expense" means, for any fiscal period of Lessee,
total interest expense of the Consolidated Companies (including without
limitation, interest expense attributable to capitalized leases in accordance
with GAAP, all commissions, discounts and other fees and charges owed with
respect to bankers acceptance financing, and total interest expense (whether
shown as interest expense or as loss and expenses on sale of receivables) under
a receivables purchase facility) determined on a consolidated basis in
accordance with GAAP.

"Consolidated Net Income (Loss)" means, for any fiscal period of Lessee,
the net income (or loss) of the Consolidated Companies for such period (taken as
a single accounting period), but excluding therefrom (to the extent otherwise
included therein) the income of any Consolidated Company to the extent that the
declaration or payment of dividends or similar distributions by such
Consolidated Company of that income is not at the time permitted by operation of
the terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation; provided that the foregoing exclusion
shall not apply to CDB/Infotek so long as there is at least $1 of outstanding
intercompany debt owed by CDB/Infotek to another Consolidated Company.

"Consolidated Net Worth" means, as of any date of determination,
shareholders' equity of Lessee, determined on a consolidated basis in conformity
with GAAP.

"Consolidated Rental Expense" shall mean, for any fiscal period of Lessee,
the operating lease expense of the Consolidated Companies determined in
accordance with GAAP for leases with an initial term greater than one year, as
derived from the notes to Lessee's consolidated financial statements of the
Consolidated Companies, determined on a consolidated basis in accordance with
GAAP.

"Consolidated Subsidiary" means at any date any Subsidiary or other entity
the accounts of which, in accordance with GAAP, would be consolidated with those
of the Lessee in its consolidated financial statements as of such date.

"Controlled Group" means all members of a controlled group of corporations
and all trades or businesses (whether or not incorporated) under common control
which, together with the

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<PAGE> 89

Lessee are treated as a single employer under Section 414 of the Code.

"Construction" means, with respect to any Leased Property, the construction
of the related Building pursuant to the related Plans and Specifications.

"Construction Agency Agreement" means the Construction Agency Agreement,
dated as of July 31, 1997, between the Lessee and the Lessor.

"Construction Agent" means the Lessee in its capacity as construction agent
pursuant to the Construction Agency Agreement.

"Construction Conditions" means the conditions set forth in Section 3.5 of
the Master Agreement.

"Construction Contract" means, with respect to any Leased Property, that
certain construction contract, if any, between the Lessee and a General
Contractor for the construction of the related Building, provided that such
contract shall be assigned by the Lessee to the Lessor, and such assignment
shall be consented to by such General Contractor, pursuant to an assignment of
such construction contract substantially in the form of the Security Agreement
and Assignment set forth as Exhibit D to the Master Agreement.

"Construction Force Majeure Event" means, with respect to any Leased
Property:

(a) an act of God arising after the related Closing Date, or

(b) any change in any state or local law, regulation or other legal
requirement arising after such Closing Date and relating to the use of
the Land or the construction of a building on the Land, or

(c) strikes, lockouts, labor troubles, unavailability of materials, riots,
insurrections or other causes beyond the Lessee's control

which prevents the Lessee from completing the Construction prior to the
Scheduled Construction Termination Date and which could not have been avoided or
which cannot be remedied by the Lessee through the exercise of all commercially
reasonable efforts or the expenditure of funds and, in the case of (b) above,
the existence or potentiality of which was not known to and could not have been
discovered prior to such Closing Date through the exercise of due diligence by
the Lessee.

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"Construction Land Interest" means each parcel of Land for which the
Completion Date has not yet occurred.

"Construction Term" means, with respect to any Leased Property, the period
commencing on the related Closing Date and ending on the related Construction
Term Expiration Date, or such shorter period as may result from earlier
termination of the Lease as provided therein.

"Construction Term Expiration Date" means, with respect to any Leased
Property, the earlier of the following:

(a) the related Completion Date, and

(b) the related Scheduled Construction Termination Date.

"Contractual Obligation" of any Person means any provision of any security
issued by such Person or of any agreement, instrument or undertaking under which
such Person is obligated or by which it or any of the property owned by it is
bound.

"Deed" means, with respect to any Land, a General Warranty Deed, dated the
applicable Closing Date, from the applicable Seller to the Lessor, conveying
such Land.

"Eligible Assignee" means any of the following: (i) a commercial bank
organized under the laws of the United States, or any State thereof, and having
total assets in excess of $100,000,000; (ii) a savings and loan association or
savings bank organized under the laws of the United States, or any State
thereof, and having total assets in excess of $100,000,000; (iii) a commercial
bank organized under the laws of any other country having total assets in excess
of $100,000,000, provided that such bank is acting through a branch or agency
located in the United States; (iv) a finance company, insurance company or other
financial institution, lender or fund (whether a corporation, partnership or
other entity) which is engaged in making, purchasing or otherwise investing in
commercial loans in the ordinary course of its business, and having total assets
in excess of at least $100,000,000; (v) any Funding Party or any Affiliate of
any Funding Party; or (vi) any other Person consented to by the Lessee and the
Agent, such consent not unreasonably to be withheld.

"Environmental Audit" means, with respect to each parcel of Land, a Phase I
Environmental Assessment, which meets or exceeds ASTM Standard E1527-97 and is
dated no more than 60 days prior to the related Closing Date, by an
environmental services firm satisfactory to the Funding Parties.

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"Environmental Authority" means any foreign, federal, state, local or
regional government that exercises any form of jurisdiction or authority under
any Environmental Law.

"Environmental Authorizations" means all licenses, permits, orders,
approvals, notices, registrations or other legal prerequisites for conducting
the business of the Lessee or any Consolidated Subsidiary required by any
Environmental Law.

"Environmental Judgments and Orders" means all judgments, decrees or orders
arising from or in any way associated with any Environmental Law, whether or not
entered upon consent or written agreements with an Environmental Authority or
other entity arising from or in any way associated with any Environmental Law,
whether or not incorporated in a judgment, decree or other.

"Environmental Laws" means and include the Resource Conservation and
Recovery Act of 1976, (RCRA) 42 U.S.C. Section Section 6901-6987, as amended by
the Hazardous and Solid Waste Amendments of 1984, the Comprehensive
Environmental Response, Compensation and Liability Act, as amended by the
Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. Section Section
9601-9657, (CERCLA), the Clean Air Act, 42 U.S.C. Section Section 7401 et seq.,
the Occupational Safety and Health Act, the Toxic Substances Control Act, the
Emergency Planning and Community Right to Know Act and any comparable or
implementing federal, state or local environmental laws, ordinances, rules,
orders, statutes, decrees, judgments, injunctions, codes and regulations, and
any other federal, state or local laws, ordinances, rules, codes and
regulations, and any other federal, state or local laws, ordinances, rules,
codes and regulations relating to the environment, human health or natural
resources or the regulation or control of or imposing liability or standards of
conduct concerning human health, the environment, Hazardous Materials or the
clean-up or other remediation of any Leased Property, or any part thereof, as
any of the foregoing may have been from time to time amended, supplemented or
supplanted.

"Environmental Liabilities" means any liabilities, whether accrued,
contingent or otherwise, arising from and in any way associated with any
Environmental Law.

"Environmental Notices" means notice from any Environmental Authority or by
any other person or entity, of possible or alleged noncompliance with or
liability under any Environmental Law, including without limitation any
complaints, citations, demands or requests from any Environmental Authority or
from any other person or entity for correction of any, violation of any
Environmental Law or any investigations concerning any violation of any
Environmental Law.

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<PAGE> 92

"Environmental Permits" means all permits, licenses, authorizations,
certificates and approvals of Governmental Authorities required by Environmental
Law.

"Environmental Proceedings" means any judicial or administrative
proceedings arising from or in any way associated with any Environmental Law.

"Environmental Releases" means releases as defined in CERCLA or under any
applicable Environmental Law.

"Equifax" means Equifax Inc., a Georgia corporation.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended and in effect from time to time.

"ERISA Affiliate" means, with respect to any Person, each trade or business
(whether or not incorporated) which is a member of a group of which that Person
is a member and which is under common control within the meaning of the
regulations promulgated under Section 414 of the Tax Code.

"Event of Default" means any event or condition designated as an "Event of
Default" in Article XII of the Lease.

"Event of Loss" is defined in Section 10.1 of the Lease.

"Event of Taking" is defined in Section 10.2 of the Lease.

"Excepted Claims" is defined in Section 7.1 of the Master Agreement.

"Executive Officer" means, with respect to any Person, Chief Executive
Officer, President, Chief Financial Officer, the Chief Legal Officer, the
Treasurer, any Assistant Treasurer and any Person holding comparable offices or
duties.

"Fair Market Rental Value" means, with respect to any Leased Property, the
fair market rental value as determined by an independent appraiser chosen by the
Lessor that would be obtained in an arm's-length lease between an informed and
willing lessee and an informed and willing lessor, in either case under no
compulsion to lease, and neither of which is related to the Lessor or Lessee for
the lease of such Leased Property on the terms set forth, or referred to, in the
Lease. Such fair market rental value shall be calculated as the value for the
use of such Leased Property to be leased in place at the Land, assuming, in the
determination of such fair market rental value, that such Leased Property is in
the condition and repair required to be maintained by the terms of the related
Lease (unless such fair market rental value is being determined for the purposes
of

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<PAGE> 93

Section 13.1 of the Lease and except as otherwise specifically provided in the
Lease, in which case this assumption shall not be made).

"Fair Market Sales Value" means, with respect to any Leased Property or any
portion thereof, the fair market sales value as determined by an independent
appraiser chosen by the Lessor or, so long as the Funded Amounts are
outstanding, the Agent that would be obtained in an arm's-length transaction
between an informed and willing buyer (other than a lessee currently in
possession) and an informed and willing seller, under no compulsion,
respectively, to buy or sell and neither of which is related to the Lessor or
Lessee, for the purchase of such Leased Property. Such fair market sales value
shall be calculated as the value for the use of such Leased Property, assuming,
in the determination of such fair market sales value, that such Leased Property
is in the condition and repair required to be maintained by the terms of the
Lease (unless such fair market sales value is being determined for purposes of
Section 13.1 of the Lease and except as otherwise specifically provided in the
Lease or the Master Agreement, in which case this assumption shall not be made).

"Final Rent Payment Date" with respect to any Leased Property is defined in
Section 13.1(e) of the Lease.

"Fiscal Quarter" means any fiscal quarter of the Lessee.

"Fiscal Year" means any fiscal year of the Lessee.

"Fixed Charge Coverage Ratio" means, as of the last day of any fiscal
quarter of Lessee, the ratio of (A) Consolidated EBITR to (B) Consolidated Fixed
Charges, in each case calculated with respect to the immediately preceding four
fiscal quarters ending on such date.

"Foreign Plan" means any pension, profit sharing, deferred compensation, or
other employee benefit plan, program or arrangement maintained by any Foreign
Subsidiary which, under applicable local law, is required to be funded through a
trust or other funding vehicle, but shall not include any benefit provided by a
foreign government or its agencies.

"Foreign Subsidiary" means each Consolidated Company that is organized
under the laws of a jurisdiction other than the United States of America or any
State thereof.

"Funded Amount" means, as to the Lessor, the Lessor's Invested Amounts,
and, as to each Lender, the outstanding principal of such Lender's Loans.

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"Funded Debt" means all Indebtedness for money borrowed, Indebtedness
evidenced or secured by purchase money Liens, capitalized leases, outstandings
under asset securitization vehicles, conditional sales contracts and similar
title retention debt instruments, including any current maturities of the
foregoing, which by its terms matures more than one year from the date of any
calculation thereof or which is renewable or extendable at the option of the
obligor to a date beyond one year from such date. The calculation of Funded Debt
shall include (i) all Funded Debt of the Consolidated Companies, plus (ii) all
Funded Debt of other Persons to the extent guaranteed by a Consolidated Company,
to the extent supported by a letter of credit issued for the account of a
Consolidated Company, or as to which and to the extent which a Consolidated
Company or its assets otherwise have become liable for payment thereof, plus
(iii) the redemption amount with respect to the stock of the Lessee required to
be redeemed during the next succeeding twelve months at the option of the holder
or its Subsidiaries. Notwithstanding the foregoing, "Funded Debt" shall exclude
the Operative Documents and all operating lease obligations.

"Funding" means any funding by the Funding Parties pursuant to Section 2.2
of the Master Agreement.

"Funding Date" means collectively, each Closing Date and each other date
during the Construction Term on which a Funding occurs under Section 2 of the
Master Agreement.

"Funding Office" means for each Funding Party the office such Funding Party
may designate in writing from time to time to the Lessee and the Agent as its
funding office.

"Funding Parties" means the Lessor, the Agent, the Lease Participant and
the Lenders, collectively.

"Funding Party Balance" means, with respect to any Leased Property, (i) for
the Lessor as of any date of determination, an amount equal to the sum of the
outstanding related Lessor's Invested Amount (less the related Lease Participant
Amount), all accrued and unpaid Yield on such outstanding related Lessor's
Invested Amount (less the related Lease Participant Amount), all unpaid related
fees owing to the Lessor under the Operative Documents, and all other related
amounts owing to the Lessor by the Lessee under the Operative Documents, (ii)
for the Lease Participant as of any date of determination, an amount equal to
the sum of the outstanding related Lease Participant Amount, all accrued and
unpaid Yield thereon, all unpaid related fees owing to the Lease Participant
under the Operative Documents, and all other related amounts owing to the Lease
Participant by the Lessee under the Operative Documents, and (iii) for any
Lender as of any date of determination, an amount equal to the sum of the

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<PAGE> 95

outstanding related Loans of such Lender, all accrued and unpaid interest
thereon, all unpaid related fees owing to such Lender under the Operative
Documents, and all other related amounts owing to such Lender by the Lessee
under the Operative Documents.

"Funding Request" is defined in Section 2.2 of the Master Agreement.

"Funding Termination Date" means January 31, 1999.

"GAAP" means generally accepted accounting principles in the United States
of America as in effect from time to time.

"General Contractor" means with respect to any Leased Property the general
contractor under the related Construction Contract as may be selected by the
Lessee.

"Governmental Action" means all permits, authorizations, registrations,
consents, approvals, waivers, exceptions, variances, orders, judgments, decrees,
licenses, exemptions, publications, filings, notices to and declarations of or
with, or required by, any Governmental Authority, or required by any Applicable
Law and shall include, without limitation, all citings, environmental and
operating permits and licenses that are required for the use, occupancy, zoning
and operation of any Leased Property.

"Governmental Authority" means any foreign or domestic federal, state,
county, municipal or other governmental or regulatory authority, agency, board,
body, commission, instrumentality, court or any political subdivision thereof.

"Guarantor" means the Lessee, in its capacity as guarantor under the
Operative Guaranty.

"Guaranty" means any contractual obligation, contingent or otherwise, of a
Person with respect to any Indebtedness or other obligation or liability of
another Person, including without limitation, any such Indebtedness, obligation
or liability directly or indirectly guaranteed, endorsed, co-made or discounted
or sold with recourse by that Person, or in respect of which that Person is
otherwise directly or indirectly liable, including contractual obligations
(contingent or otherwise) arising through any agreement to purchase, repurchase,
or otherwise acquire such Indebtedness, obligation or liability or any security
therefor, or any agreement to provide funds for the payment or discharge thereof
(whether in the form of loans, advances, stock purchases, capital contributions
or otherwise), or to maintain solvency, assets, level of income, or other
financial condition, or to make any payment other than for value received. The
amount of any Guaranty shall be deemed to be an

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<PAGE> 96

amount equal to the stated or determinable amount of the primary obligation in
respect of which guaranty is made or, if not so stated or determinable, the
maximum reasonably anticipated liability in respect thereof (assuming such
Person is required to perform thereunder) as determined by such Person in good
faith.

"Hazardous Materials" means any pollutant, contaminant, waste, hazardous or
toxic chemical including asbestos containing materials in any form or condition;
urea formaldehyde foam insulation; polychlorinated biphenyls (PCBs) in any form
or condition; including, without limitation, any solid or hazardous waste, as
defined in the Resource Conservation and Recovery Act of 1980, 42 U.S.C. Section
6901 et seq. and its implementing regulations and amendments, or in any
applicable state or local law or regulation, any "hazardous substance",
"pollutant", or "contaminant" as defined in CERCLA, or in any applicable state
or local law or regulation; gasoline, or any other petroleum product or
by-product, including, crude oil or any fraction thereof; toxic substances, as
defined in the Toxic Substances Control Act of 1976, or in any applicable state
or local law or regulation; or insecticides, fungicides, or rodenticides, as
defined in the Federal Insecticide, Fungicide, and Rodenticide Act of 1975, or
in any applicable state or local law or regulation, as each such Act, statute or
regulation may be amended from time to time.

"Indebtedness" of any Person means, without duplication (i) all obligations
of such Person which in accordance with GAAP would be shown on the balance sheet
of such Person as a liability (including, without limitation, obligations for
borrowed money and for the deferred purchase price of property or services, and
obligations evidenced by bonds, debentures, notes or other similar instruments);
(ii) all rental obligations under leases required to be capitalized under GAAP;
(iii) all Guaranties of such Person (including contingent reimbursement
obligations under undrawn letters of credit); (iv) Indebtedness of others
secured by any Lien upon property owned by such Person, whether or not assumed;
and (v) obligations or other liabilities under currency contracts, interest rate
hedging contracts, or similar agreements or combinations thereof to the extent
required to be disclosed in such Person's financial statements in accordance
with GAAP.

"Indemnified Risks" is defined in Section 7.1 of the Master Agreement.

"Indemnitee" means the Agent (in its individual capacity and in its
capacity as Agent), the Lease Participant, each Lender, and the Lessor, and
their respective Affiliates, successors, permitted assigns, permitted
transferees, employees, officers, directors and agents; provided, however, that
in no event shall the Lessee be an Indemnitee.

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<PAGE> 97

"Indemnitee Group" means the respective Affiliates, employees, officers,
directors and agents of the Agent (in its individual capacity), the Lease
Participant, each Lender or the Lessor, as applicable; provided, however, that
in no event shall the Lessee be a member of the Indemnitee Group.

"Initial Closing Date" means the Closing Date for the first Leased Property
acquired by the Lessor.

"Investment" means, when used with respect to any Person, any direct or
indirect advance, loan or other extension of credit (other than the creation of
receivables in the ordinary course of business) or capital contribution by such
Person (by means of transfers of property to others or payments for property or
services for the account or use of others, or otherwise) to any Person, or any
direct or indirect purchase or other acquisition by such Person of, or of a
beneficial interest in, Capital Stock, partnership interests, bonds, notes,
debentures or other securities issued by any other Person. Each Investment shall
be valued as of the date made; provided that any Investment or portion of an
Investment consisting of Indebtedness shall be valued at the outstanding
principal balance thereof as of the date of determination.

"Land" means the land described in Appendix B to the related Lease
Supplement.

"Laws" means all ordinances, statutes, rules, regulations, orders,
injunctions, writs, treaties or decrees of any governmental or political
subdivision or agency thereof, or of any court or similar entity established by
any thereof.

"Lease" means the Lease Agreement, dated as of July 31, 1997, together with
each Lease Supplement thereto, between the Lessee and the Lessor, with such
modifications as are satisfactory to the Lessor and the Agent in conformity with
Applicable Law to assure customary remedies in favor of the Funding Parties in
the jurisdiction where the Leased Property is located.

"Lease Balance" means, with respect to the Leased Properties, as of any
date of determination, an amount equal to the sum of all Funding Party Balances.

"Lease Participant" means SunTrust Bank, Atlanta and such other Persons, if
any, who may become parties to the Lease Participation Agreement as Lease
Participants, provided that, unless such other Person is an Affiliate of
SunTrust Bank, Atlanta, Lessee consents to such other Person, which consent
shall not be unreasonably withheld.

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<PAGE> 98

"Lease Participation Agreement" means the Lease Participation Agreement
dated as of July 31, 1997, between the Lessor and the Lease Participant.

"Lease Participant Amount" means the amounts funded by the Lease
Participant pursuant to Section 2.2 of the Lease Participation Agreement (as
increased during the related Construction Term by an amount equal to the Lease
Participant's Percentage of the increase in the related Lessor's Invested Amount
pursuant to Section 2.3(c) of the Master Agreement), as the purchase price for
the Lease Participation.

"Lease Participant Commitment" is defined in Section 2.2 of the Lease
Participation Agreement.

"Lease Participation" is defined in Section 2.1 of the Lease Participation
Agreement.

"Lease Supplement" is defined in Section 2.1 of the Lease.

"Lease Term" with respect to the Lease means (a) the Base Term, as it may
be renewed pursuant to Section 14.9 of the Lease or (b) such shorter period as
may result from earlier termination of the Lease as provided therein.

"Lease Termination Date" means the last day of the Lease Term, as the same
may be accelerated pursuant to the Lease.

"Leased Property" means Land and the related Building(s). For purpose of
the Lease, "Leased Property" means the property subject to a Lease Supplement,
unless the context provides otherwise.

"Leased Property Balance" means, with respect to any Leased Property, as of
any date of determination, an amount equal to that portion of the Lease Balance
which relates to such Leased Property.

"Lender Basic Rent" means, for any Rent Period under the Lease when a Loan
is outstanding, the aggregate amount of interest accrued on the Loans related to
the Leased Property subject to the Lease pursuant to Section 2.5 of the Loan
Agreement during such Rent Period.

"Lenders" means such financial institutions as are, or who may hereafter
become, parties to the Loan Agreement as Lenders to the Lessor.

"Lessee" is defined in the preamble to the Master Agreement.

"Lessor" is defined in the preamble to the Master Agreement.

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<PAGE> 99

"Lessor Basic Rent" means, for any Rent Period under any Lease, the
aggregate amount of Yield accrued on the Lessor's Invested Amounts under the
Lease under Section 2.3(a) of the Master Agreement during such Rent Period.

"Lessor Liens" means Liens on or against any Leased Property, the Lease,
any other Operative Document or any payment of Rent (a) which result from any
act or omission of, or any Claim against, the Lessor unrelated to the
transactions contemplated by the Operative Documents or (b) which result from
any Tax owed by the Lessor, except any Tax for which the Lessee is obligated to
indemnify (including, without limitation, in the foregoing exception, any
assessments with respect to any Leased Property noted on the related Title
Policy or assessed in connection with any construction or development by the
Lessee).

"Lessor's Invested Amount" means the amounts funded by the Lessor pursuant
to Section 2 of the Master Agreement that are not proceeds of Loans by a Lender,
as increased during the related Construction Term pursuant to Section 2.3(c) of
the Master Agreement.

"LIBOR Advance" means that portion of the Funded Amount hearing interest
based on the LIBOR Rate.

"LIBOR Rate" means, with respect to any Rent Period, the rate per annum
equal to the offered rate for deposits in U.S. Dollars of amounts equal or
comparable to the aggregate principal amount of the related LIBOR Advance
offered for a term comparable to such Rent Period, which rates appear on the
Telerate Page 3750 (if the foregoing rate is unavailable from the Telerate for
any reason, then such rate shall be determined by the Agent from the Reuters
Screen LIBO Page) as of 11:00 a.m. London time, two (2) Business Days prior to
the first day of such Rent Period, provided that (x) if more than one such
offered rate appears on the Reuters Screen LIBO Page, the rate used to determine
the LIBOR Rate will be the arithmetic average (rounded upward, if necessary, to
the next higher 1/16th of 1%) of such offered rates), or (y) if no such offered
rates appear on such pages, the rate used for such Rent Period will be the
arithmetic average (rounded upward, if necessary, to the next higher 1/16th of
1%) of rates quoted by not less than two major banks in New York, New York,
selected by the Agent, at approximately 10:00 a.m., New York time, two (2)
Business Days prior to the first day of such Rent Period, for deposits in U.S.
Dollars offered to leading European banks for a period comparable to such Period
in an amount comparable to the principal amount of the Lease Participant Amounts
and the Loans, the rate so determined to be rounded upwards to the nearest
multiple of 1/100th of 1%. All determinations of Yield, interest, Lessor Basic
Rent, Lender Basic Rent, LIBOR Rate, Alternative Rate, and Overdue Rate by the

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Agent shall, in the absence of demonstrable error, be binding and conclusive
upon the Lessee.

"LIBOR Reserve Percentage" means, for any Rent Period and for any Funding
Party, the aggregate reserve requirement (including any basic, emergency,
supplemental, marginal or other reserve requirement) which is actually imposed
on such Funding Party during such Rent Period under Regulation D of the Board of
Governors of the Federal Reserve System with respect to liabilities or assets
consisting of or including "Eurocurrency liabilities" having a term equal to the
applicable Rent Period.

"Lien" means any mortgage, deed of trust, security deed, pledge, security
interest, encumbrance, lien, easement, servitude or charge of any kind,
including, without limitation, any irrevocable license, conditional sale or
other title retention agreement, any lease in the nature thereof, or any other
right of or arrangement with any creditor to have its claim satisfied out of any
specified property or asset with the proceeds therefrom prior to the
satisfaction of the claims of the general creditors of the owner thereof,
whether or not filed or recorded, or the filing of, or agreement to execute as
"debtor", any financing or continuation statement under the Uniform Commercial
Code of any jurisdiction or any federal, state or local lien imposed pursuant to
any Environmental Law.

"Loan" shall have the meaning specified in Section 2.1 of the Loan
Agreement.

"Loan Agreement" means the Loan Agreement among the Lessor, the Agent and
the Lenders, substantially in the form of Exhibit K to the Master Agreement.

"Loan Documents" means the Loan Agreement, the Notes, the Assignments of
Lease and Rents, the Mortgages and all documents and instruments executed and
delivered in connection with each of the foregoing.

"Loan Event of Default" means any of the events specified in Section 5.1 of
the Loan Agreement, provided that any requirement for the giving of notice, the
lapse of time, or both, or any other condition, event or act has been satisfied.

"Loan Potential Event of Default" means any event, condition or failure
which, with notice or lapse of time or both, would become a Loan Event of
Default.

"Loss Proceeds" is defined in Section 10.6 of the Lease.

"Margin Regulations" means Regulation G, Regulation T, Regulation U and
Regulation X of the Board of Governors of the

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<PAGE> 101

Federal Reserve System, as the same may be in effect from time to time.

"Margin Stock" means "margin stock" as defined in Regulations G, T, U or X.

"Master Agreement" means the Master Agreement, dated as of July 31, 1997,
among the Lessee, the Guarantor, the Lessor, the Agent and the Lenders.

"Material Adverse Effect" means a material adverse effect upon the
financial condition, operations, performance or properties of the Lessee, or the
ability of the Lessee to perform in any material respect under the Operative
Documents or the value, utility or useful life of any Leased Property, or the
validity, enforceability or legality of any of the Operative Documents, or the
priority, perfection or status of any Funding Party's interest in any Leased
Property.

"Material Subsidiary" means each Subsidiary of Lessee, now existing or
hereafter established or acquired, that at any time prior to the Lease
Termination Date (i) has or acquires assets which constitute fifteen percent
(15%) or more of the Total Assets or (ii) accounts for or produces fifteen
percent (15%) or more of Consolidated EBITDA during the most recently completed
fiscal year of Lessee.

"Mortgage" means, with respect to any Leased Property, that certain
mortgage, deed of trust or security deed, dated as of the related Closing Date,
by the Lessor to the Agent, in the form of Exhibit D attached to the Master
Agreement, with such modifications as are satisfactory to the Lessor and the
Agent in conformity with Applicable Law to assure customary remedies in favor of
the Agent in the jurisdiction where the Leased Property is located.

"Multiemployer Plan" shall have the meaning set forth in Section 4001(a)(3)
of ERISA.

"Non-Completion Event" means the failure to complete construction on any
Leased Property on the Construction Term Expiration Date therefor in accordance
with the Construction Agency Agreement.

"Notes" means the A Note and the B Note issued by the Lessor under the Loan
Agreement, and any and all notes issued in replacement or exchange therefor in
accordance with the provisions thereof.

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<PAGE> 102

"Obligations" means all amounts owed by, and obligations of, the Lessor to
the Lenders or the Agent under the Loan Agreement, Notes and other Operative
Documents.

"Officer's Certificate" of a Person means a certificate signed by the
Chairman of the Board or the President or any Executive Vice President or any
Senior Vice President or any other Vice President of such Person signing with
the Treasurer or any Assistant Treasurer or the Controller or any Assistant
Controller or the Secretary or any Assistant Secretary of the such Person, or by
any Vice President who is also Controller or Treasurer signing alone.

"Operative Documents" means the Master Agreement, the Operative Guaranty,
the Purchase Agreements, the Deeds, the Lease, the Lease Participation
Agreement, the Security Agreement and Assignment, the Notes, the Loan Agreement,
the Assignments of Lease and Rents, the Mortgages and the other documents
delivered in connection with the transactions contemplated by the Master
Agreement.

"Operative Guaranty" means the Guaranty dated as of July 31, 1997 by the
Guarantor in favor of the Funding Parties.

"Overdue Rate" means the lesser of (a) the highest interest rate permitted
by Applicable Law and (b)(i) during the Rent Period in which the payment default
first occurs, the LIBOR Rate for such Rent Period plus the Applicable Margin
plus 2%, and (ii) after such Rent Period, an interest rate per annum (calculated
on the basis of a 365-day (or 366-day, if appropriate) year equal to 2.0% above
the Alternative Rate in effect from time to time.

"Payment Date" means the last day of each Rent Period (and if such Rent
Period is longer than 90 days or three months, the day that is 90 days after the
first day of such Rent Period) or, if such day is not a Business Day, the next
Business Day.

"Payment Date Notice" is defined in Section 2.3(e) of the Master Agreement.

"PBGC" means the Pension Benefit Guaranty Corporation, and any successor
thereto.

"Permitted Liens" means the following with respect to any Leased Property:
(a) the respective rights and interests of the Lessee, the Lessor, the Agent,
the Lease Participant and any Lender, as provided in the Operative Documents,
(b) Liens for Taxes either not yet due or being contested in good faith and by
appropriate proceedings, so long as enforcement thereof is stayed pending such
proceedings, (c) materialmen's, mechanics', workers', repairmen's, employees' or
other like Liens arising

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after the related Closing Date in the ordinary course of business for amounts
either not yet due or being contested in good faith and by appropriate
proceedings, so long as enforcement thereof is stayed pending such proceedings,
(d) Liens arising after such Closing Date out of judgments or awards with
respect to which at the time an appeal or proceeding for review is being
prosecuted in good faith, so long as the enforcement thereof has been stayed
pending such appeal or review, (e) easements, rights of way, reservations,
servitudes and rights of others against the Land which do not materially and
adversely affect the value or the utility of such Leased Property, (f) other
Liens incidental to the conduct of Lessee's business which were not incurred in
connection with the borrowing of money or the obtaining of advances or credit
and which do not in the aggregate materially detract from the value of such
Leased Property or materially impair the use thereof, and (g) assignments,
leases and subleases expressly permitted by the Operative Documents.

"Person" means any individual, limited liability company, partnership,
firm, corporation, association, joint venture, trust or other entity, or any
government or political subdivision or agency, department or instrumentality
thereof.

"Plan" means any "employee benefit plan" (as defined in Section 3(3) of
ERISA), including, but not limited to, any defined benefit pension plan, profit
sharing plan, money purchase pension plan, savings or thrift plan, stock bonus
plan, employee stock ownership plan, Multiemployer Plan, or any plan, fund,
program, arrangement or practice providing for medical (including
post-retirement medical), hospitalization, accident, sickness, disability, or
life insurance benefits, but shall exclude any Foreign Plan.

"Plans and Specifications" means with respect to any Building the final
plans and specifications for such Building prepared by the Architect, and
referred to by the Appraiser in the Appraisal, as such Plans and Specifications
may be hereafter amended, supplemented or otherwise modified from time to time.

"Potential Event of Default" means any event, condition or failure which,
with notice or lapse of time or both, would become an Event of Default.

"Properties" means all real property owned, leased or otherwise used or
occupied by the Lessee or any Consolidated Subsidiary, wherever located.

"Purchase Agreement" means with respect to any Land, the purchase agreement
with the Seller for the conveyance of such Land to the Lessor.

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"Purchase Option" is defined in Section 14.1 of the Lease.

"Recourse Deficiency Amount" means, as of any date of determination
thereof, the sum of (i) the aggregate principal amount of the A Loans then
outstanding, plus the A Percentage of the Lessor's Invested Amounts then
outstanding, plus (ii) all accrued and unpaid Yield on the A Percentage of the
Lessor's Invested Amounts and all accrued and unpaid interest on the A Loans.

"Regulation D" means Regulation D of the Board of Governors of the Federal
Reserve System, as in effect from time to time, together with all official
rulings and interpretations issued thereunder.

"Regulation G" means Regulation G of the Board of Governors of the Federal
Reserve System, as in effect from time to time, together with all official
rulings and interpretations issued thereunder.

"Regulation T" means Regulation T of the Board of Governors of the Federal
Reserve System, as in effect from time to time, together with all official
rulings and interpretations issued thereunder.

"Regulation U" means Regulation U of the Board of Governors of the Federal
Reserve System, as in effect from time to time, together with all official
rulings and interpretations issued thereunder.

"Regulation X" means Regulation X of the Board of Governors of the Federal
Reserve System, as in effect from time to time, together with all official
rulings and interpretations issued thereunder.

"Regulations" means the income tax regulations promulgated from time to
time under and pursuant to the Code.

"Release" means the release, deposit, disposal or leak of any Hazardous
Material into or upon or under any land or water or air, or otherwise into the
environment, including, without limitation, by means of burial, disposal,
discharge, emission, injection, spillage, leakage, seepage, leaching, dumping,
pumping, pouring, escaping, emptying, placement and the like.

"Release Date" means, with respect to any Leased Property, the earlier of
(i) the date that the related Leased Property Balance has been paid in full, and
(ii) the date on which the Agent gives notice to the Lessor that the Lease
Participant and the Lenders release any and all interest they may have in such
Leased Property, and all proceeds thereof, and any rights to

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<PAGE> 105

direct, consent or deny consent to any action by the Lessor with respect to
such Leased Property.

"Remarketing Option" is defined in Section 14.6 of the Lease.

"Rent" means Basic Rent and Supplemental Rent, collectively.

"Rent Period" means in the case of LIBOR Advances, either a 1, 2, 3 or 6
month period; provided that:

(a) The initial Rent Period for any Funding shall commence on the
Funding Date of such Funding and each Rent Period occurring thereafter in
respect of such Funding shall commence on the day on which the next
preceding Rent Period expires;

(b) If any Rent Period would otherwise expire on a day which is not a
Business Day, such Rent Period shall expire on the next succeeding Business
Day, provided that if any Rent Period in respect of LIBOR Advances would
otherwise expire on a day that is not a Business Day but is a day of the
month after which no further Business Day occurs in such month, such Rent
Period shall expire on the next preceding Business Day;

(c) Any Rent Period in respect of LIBOR Advances which begins on a day
for which there is no numerically corresponding day in the calendar month
at the end of such Rent Period shall, subject to paragraph (d) below,
expire on the last Business Day of such calendar month; and

(d) No Rent Period shall extend beyond the Lease Termination Date.

"Report" is defined in Section 7.6 of the Master Agreement.

"Required Lenders" means, at any time, Lenders holding an aggregate
outstanding principal amount of Loans equal to at least 66-2/3% of the aggregate
outstanding principal amount of all Loans.

"Required Funding Parties" means, at any time, Funding Parties holding an
aggregate outstanding principal amount of Funded Amounts equal to at least
66-2/3% of the aggregate outstanding principal amount of all Funded Amounts.

"Requirements of Law" means, as to any Person, the charter and by-laws or
other organizational or governing documents of such Person, and any law, rule or
regulation, permit, approval, authorization, license or variance, order or
determination of an

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<PAGE> 106

arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject, including, without limitation, the Securities
Act, the Securities Exchange Act, Regulations G, T, U and X of the Board of
Governors of the Federal Reserve System, and any building, environmental or land
use requirement or permit or occupational safety or health law, rule or
regulation.

"Responsible Financial Officer" is defined in Section 5.1(c) of the Master
Agreement.

"Responsible Officer" means the Chairman or Vice Chairman of the Board of
Directors, the Chairman or Vice Chairman of the Executive Committee of the Board
of Directors, the President, any Senior Vice President or Executive Vice
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, or any Assistant Treasurer.

"Scheduled Construction Termination Date" means with respect to any
Building January 31, 1999.

"SEC" means the United States Securities and Exchange Commission.

"Securities" means any stock, shares, voting trust certificates, bonds,
debentures, notes or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any instruments commonly
known as "securities", or any certificates of interest, shares, or
participations in temporary or interim certificates for the purchase or
acquisition of, or any right to subscribe to, purchase or acquire any of the
foregoing.

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended.

"Security Agreement and Assignment" means, with respect to any Leased
Property, the Security Agreement and Assignment (Construction Contract,
Architect's Agreement, Permits, Licenses and Governmental Approvals, and Plans,
Specifications and Drawings) from the Lessee to the Lessor, substantially in the
form of Exhibit C to the Master Agreement.

"Seller" means as to any Leased Property, the seller thereof to the Lessor
on the related Closing Date.

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"Solvent" means, as to Lessee at any time, that (i) each of the fair value
and the present fair saleable value of such Person's assets (including any
rights of subrogation or contribution to which such Person is entitled, under
any of the Operative Documents or otherwise) is greater than such Person's debts
and other liabilities (including contingent, unmatured and unliquidated debts
and liabilities) and the maximum estimated amount required to pay such debts and
liabilities as such debts and liabilities mature or otherwise become payable;
(ii) such Person is able and expects to be able to pay its debts and other
liabilities (including, without limitation, contingent, unmatured and
unliquidated debts and liabilities) as they mature; and (iii) such Person does
not have unreasonably small capital to carry on its business as conducted and as
proposed to be conducted.

"Spin Off" means the spinoff of stock of the Lessee by Equifax to
shareholders of Equifax.

"Spin Off Date" means the date on which the Spin Off is consummated.

"Subsidiary" means, with respect to any Person, any corporation or other
entity (including, without limitation, partnerships, joint ventures, and
associations) regardless of its jurisdiction of organization or formation, at
least a majority of the total combined voting power of all classes of voting
stock or other ownership interests of which shall, at the time as of which any
determination is being made, be owned by such Person, either directly or
indirectly through one or more other Subsidiaries.

"SunTrust" means SunTrust Banks, Inc., a Georgia corporation.

"SunTrust Bank" is defined in the preamble to the Master Agreement.

"Supplemental Rent" means any and all amounts, liabilities and obligations
other than Basic Rent which the Lessee assumes or agrees or is otherwise
obligated to pay under the Lease or any other Operative Document (whether or not
designated as Supplemental Rent) to the Lessor, the Agent, the Lease
Participant, any Lender or any other party, including, without limitation,
amounts under Article XVI of the Lease, and indemnities and damages for breach
of any covenants, representations, warranties or agreements, and all overdue or
late payment charges in respect of any Funded Amount.

"Tax" or "Taxes" is defined in Section 7.4 of the Master Agreement.

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<PAGE> 108

"Tax Code" means the Internal Revenue Code of 1986, as amended and in
effect from time to time.

"Tax Indemnitee" means the Lessor, the Lease Participant, the Agent, any
Lender and their respective Affiliates, successors, permitted assigns, permitted
transferees, employees, officers, directors and agents thereof, provided,
however, that in no event shall the Lessee be a Tax Indemnitee.

"Telerate" means, when used in connection with any designated page and
LIBOR, the display page so designated on the Dow Jones Telerate Service (or such
other page as may replace that page on that service for the purpose of
displaying rates comparable to LIBOR).

"Title Insurance Company" means the company that has or will issue the
title policies with respect to a Leased Property, which company shall be
reasonably acceptable to the Funding Parties.

"Title Policy" is defined in Section 3.1 of the Master Agreement.

"Total Assets" means the total assets of the Consolidated Companies,
determined in accordance with GAAP.

"Transaction" means all the transactions and activities referred to in or
contemplated by the Operative Documents.

"UCC" means the Uniform Commercial Code of Georgia, as in effect from time
to time.

"Unfunded Benefit Liabilities" means with respect to any Plan or
Multiemployer Plan at any time, the amount of unfunded benefit liabilities of
such Plan or Multiemployer Plan at such time as determined under ERISA Section
4001(a)(18) which shall not be less than the accumulated benefit obligation, as
disclosed in accordance with FAS 87, over the fair market value of Plan or
Multiemployer Plan assets.

"Voting Stock" shall mean the securities of any class or classes of the
Lessee the holders of which are ordinarily, in the absence of contingencies,
entitled to elect a majority of the corporate directors of the Lessee (or
persons performing similar functions).

"Wholly Owned Subsidiary" means any Subsidiary all of the shares of capital
stock or other ownership interests of which (except directors' qualifying
shares) are at the time directly or indirectly owned by the Lessee.

"Yield" is defined in Section 2.3 of the Master Agreement.

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<PAGE> 1
Exhibit 10.11(b)

================================================================================
================================================================================

LEASE AGREEMENT

Dated as of July 31, 1997

between

SUNTRUST BANKS, INC., as Lessor,

and

CHOICEPOINT INC., as Lessee

================================================================================
================================================================================
<PAGE> 2

TABLE OF CONTENTS
(Lease Agreement)
<TABLE>
<CAPTION>
Page
<S> <C> <C>
ARTICLE I. DEFINITIONS.................................................................................... 1

ARTICLE II. LEASE OF LEASED PROPERTY....................................................................... 1
Section 2.1 Acceptance and Lease of Property...................................................... 1
Section 2.2 Acceptance Procedure.................................................................. 2

ARTICLE III. RENT........................................................................................... 2
Section 3.1 Basic Rent............................................................................ 2
Section 3.2 Supplemental Rent..................................................................... 2
Section 3.3 Method of Payment..................................................................... 3
Section 3.4 Late Payment.......................................................................... 3
Section 3.5 Net Lease; No Setoff, Etc............................................................. 3
Section 3.6 Certain Taxes......................................................................... 5
Section 3.7 Utility Charges....................................................................... 6

ARTICLE IV. WAIVERS........................................................................................ 6

ARTICLE V. LIENS; EASEMENTS; PARTIAL CONVEYANCES.......................................................... 7

ARTICLE VI. MAINTENANCE AND REPAIR;
ALTERATIONS, MODIFICATIONS AND ADDITIONS....................................................... 8
Section 6.1 Maintenance and Repair;
Compliance With Law................................................................... 8
Section 6.2 Alterations........................................................................... 9
Section 6.3 Title to Alterations.................................................................. 9

ARTICLE VII. USE............................................................................................ 9

ARTICLE VIII. INSURANCE..................................................................................... 10

ARTICLE IX. ASSIGNMENT AND SUBLEASING..................................................................... 12

ARTICLE X. LOSS, DESTRUCTION, CONDEMNATION OR DAMAGE..................................................... 12
Section 10.1 Event of Loss........................................................................ 12
Section 10.2 Event of Taking...................................................................... 13
Section 10.3 Casualty............................................................................. 14
Section 10.4 Condemnation......................................................................... 14
Section 10.5 Verification of Restoration and
Rebuilding........................................................................... 14
Section 10.6 Application of Payments.............................................................. 14
Section 10.7 Prosecution of Awards................................................................ 16
Section 10.8 Application of Certain Payments Not
Relating to an Event of Taking....................................................... 16
Section 10.9 Other Dispositions................................................................... 16
Section 10.10 No Rent Abatement.................................................................... 17
</TABLE>

Page
<S> <C> <C>
ARTICLE XI. INTEREST CONVEYED TO LESSEE................................................................... 17

ARTICLE XII. EVENTS OF DEFAULT............................................................................. 18

ARTICLE XIII. ENFORCEMENT................................................................................... 21
Section 13.1 Remedies............................................................................. 21
Section 13.2 Remedies Cumulative; No Waiver; Consents............................................. 23

ARTICLE XIV. SALE, RETURN OR PURCHASE OF LEASED PROPERTY;
RENEWAL ...................................................................................... 24
Section 14.1 Lessee's Option to Purchase.......................................................... 24
Section 14.2 Conveyance to Lessee................................................................. 25
Section 14.3 Acceleration of Purchase Obligation.................................................. 25
Section 14.4 Determination of Purchase Price...................................................... 25
Section 14.5 Purchase Procedure................................................................... 25
Section 14.6 Option to Remarket................................................................... 26
Section 14.7 Rejection of Sale.................................................................... 29
Section 14.8 Return of Leased Property............................................................ 30
Section 14.9 Renewal.............................................................................. 30

ARTICLE XV. LESSEE'S EQUIPMENT............................................................................ 31

ARTICLE XVI. RIGHT TO PERFORM FOR LESSEE................................................................... 32

ARTICLE XVII. MISCELLANEOUS................................................................................. 32
Section 17.1 Reports.............................................................................. 32
Section 17.2 Binding Effect; Successors and Assigns;
Survival............................................................................. 33
Section 17.3 Quiet Enjoyment...................................................................... 33
Section 17.4 Notices.............................................................................. 33
Section 17.5 Severability......................................................................... 34
Section 17.6 Amendment; Complete Agreements....................................................... 34
Section 17.7 Construction......................................................................... 34
Section 17.8 Headings............................................................................. 35
Section 17.9 Counterparts......................................................................... 35
Section 17.10 GOVERNING LAW........................................................................ 35
Section 17.11 Discharge of Lessee's Obligations
by its Affiliates.................................................................... 35
Section 17.12 Liability of Lessor Limited.......................................................... 35
Section 17.13 Estoppel Certificates................................................................ 36
Section 17.14 No Joint Venture..................................................................... 36
Section 17.15 No Accord and Satisfaction........................................................... 36
Section 17.16 No Merger............................................................................ 36
Section 17.17 Survival............................................................................. 37
Section 17.18 Chattel Paper........................................................................ 37
Section 17.19 Time of Essence...................................................................... 37
Section 17.20 Recordation of Lease................................................................. 37
Section 17.21 Investment of Security Funds......................................................... 37
</TABLE>

(ii)

<PAGE> 4

APPENDICES AND EXHIBITS

APPENDIX A Defined Terms

EXHIBIT A Lease Supplement

(iii)

<PAGE> 5

THIS LEASE AGREEMENT (as from time to time amended or supplemented,
this "Lease"), dated as of July 31, 1997 is between SUNTRUST BANKS, INC., a
Georgia corporation (together with its successors and assigns hereunder, the
"Lessor"), as Lessor, and CHOICEPOINT INC., a Georgia corporation (together
with its successors and permitted assigns hereunder, the "Lessee"), as Lessee.

PRELIMINARY STATEMENT

A. Lessor will purchase from one or more third parties designated by
Lessee, on each Closing Date, certain parcels of real property to be specified
by Lessee, together with any improvements thereon.

B. Lessor desires to lease to Lessee, and Lessee desires to lease from
Lessor, each such property.

C. Lessee will construct certain improvements on such parcels of real
property which as constructed will be the property of Lessor and will become
part of such property subject to the terms of this Lease.

In consideration of the mutual agreements herein contained and other
good and valuable consideration, receipt of which is hereby acknowledged,
Lessor and Lessee hereby agree as follows:

ARTICLE I.
DEFINITIONS

Terms used herein and not otherwise defined shall have the meanings
assigned thereto in Appendix A hereto for all purposes hereof.

ARTICLE II.
LEASE OF LEASED PROPERTY

Section 2.1 Acceptance and Lease of Property. On each Closing Date,
Lessor, subject to the satisfaction or waiver of the conditions set forth in
Section 3 of the Master Agreement, hereby agrees to accept delivery on such
Closing Date of the Land designated by Lessee to be delivered on such Closing
Date pursuant to the terms of the Master Agreement, together with any
improvements thereon and simultaneously to lease to Lessee hereunder for the
Lease Term, Lessor's interest in such Land and in such improvements, together
with any Building which thereafter may be constructed thereon pursuant to the
Construction Agency

<PAGE> 6

Agreement, and Lessee hereby agrees, expressly for the direct benefit of
Lessor, commencing on such Closing Date for the Lease Term, to lease from
Lessor's interest in such Land to be delivered on such Closing Date together
with Lessor's interest in any Building and other improvements thereon or which
thereafter may be constructed thereon pursuant to the Construction Agency
Agreement.

Section 2.2 Acceptance Procedure. Lessor hereby authorizes one or more
employees of Lessee, to be designated by Lessee, as the authorized
representative or representatives of Lessor to accept delivery on behalf of
Lessor of that Leased Property identified on the applicable Funding Request.
Lessee hereby agrees that such acceptance of delivery by such authorized
representative or representatives and the execution and delivery by Lessee on
each Closing Date of a Lease Supplement in substantially the form of Exhibit A
hereto (appropriately completed) shall, without further act, constitute the
irrevocable acceptance by Lessee of that Leased Property which is the subject
thereof for all purposes of this Lease and the other Operative Documents on the
terms set forth therein and herein, and that such Leased Property, together
with any improvements constructed thereon pursuant to the Construction Agency
Agreement, shall be deemed to be included in the leasehold estate of this Lease
and shall be subject to the terms and conditions of this Lease as of such
Closing Date. The demise and lease of each Building pursuant to this Section
2.2 shall include any additional right, title or interest in such Building
which may at any time be acquired by Lessor, the intent being that all right,
title and interest of Lessor in and to such Building shall at all times be
demised and leased to Lessee hereunder.

ARTICLE III.
RENT

Section 3.1 Basic Rent. Beginning with and including the first Payment
Date occurring after the Closing Date, Lessee shall pay to the Agent the Basic
Rent for the Leased Properties, in installments, payable in arrears on each
Payment Date during the Lease Term, subject to Section 2.3(c) of the Master
Agreement.

Section 3.2 Supplemental Rent. Lessee shall pay to the Agent, or to
whomever shall be entitled thereto as expressly provided herein or in any other
Operative Document, any and all Supplemental Rent within five (5) Business Days
of the date the same shall become due and payable and in the event of any
failure on the part of Lessee to pay any Supplemental Rent, the Agent shall
have all rights, powers and remedies provided for herein or by law or in equity
or otherwise in the case of nonpayment of Basic Rent. All Supplemental Rent to
be paid pursuant to this

<PAGE> 7

Section 3.2 shall be payable in the type of funds and in the manner set forth
in Section 3.3.

Section 3.3 Method of Payment. Basic Rent shall be paid to the Agent,
and Supplemental Rent (including amounts due under Article XIV hereof) shall be
paid to the Agent (or to such Person as may be entitled thereto) or, in each
case, to such Person as the Agent (or such other Person) shall specify in
writing to Lessee, and at such place as the Agent (or such other Person) shall
specify in writing to Lessee, which specifications by the Agent shall be given
by the Agent at least five (5) Business Days prior to the due date therefor.
Each payment of Rent (including payments under Article XIV hereof) shall be
made by Lessee prior to 12:00 p.m. (noon) Atlanta, Georgia time at the place of
payment in funds consisting of lawful currency of the United States of America
which shall be immediately available on the scheduled date when such payment
shall be due, unless such scheduled date shall not be a Business Day, in which
case such payment shall be made on the next succeeding Business Day.

Section 3.4 Late Payment. If any Basic Rent shall not be paid on the
date when due, Lessee shall pay to the Agent, as Supplemental Rent, interest
(to the maximum extent permitted by law) on such overdue amount from and
including the due date thereof to but excluding the Business Day of payment
thereof at the Overdue Rate.

Section 3.5 Net Lease; No Setoff, Etc. This Lease is a net lease and
notwithstanding any other provision of this Lease, Lessee shall pay all Basic
Rent and Supplemental Rent, and all costs, charges, taxes (other than taxes
covered by the exclusion described in Section 7.4(b) of the Master Agreement),
assessments and other expenses foreseen or unforeseen, for which Lessee or any
Indemnitee is or shall become liable by reason of Lessee's or such Indemnitee's
estate, right, title or interest in the Leased Properties, or that are
connected with or arise out of the acquisition (except the initial costs of
purchase by Lessor of its interest in any Leased Property, which costs, subject
to the terms of the Master Agreement, shall be funded by the Funding Parties
pursuant to the Master Agreement), installation, possession, use, occupancy,
maintenance, ownership, leasing, repairs and rebuilding of, or addition to, the
Leased Properties or any portion thereof, and any other amounts payable
hereunder and under the other Operative Documents without counterclaim, setoff,
deduction or defense and without abatement, suspension, deferment, diminution
or reduction, and Lessee's obligation to pay all such amounts throughout the
Lease Term, including the Construction Term, is absolute and unconditional. The
obligations and liabilities of Lessee hereunder shall in no way be released,
discharged or otherwise affected for any reason,

<PAGE> 8

including without limitation: (a) any defect in the condition, merchantability,
design, quality or fitness for use of any Leased Property or any part thereof,
or the failure of any Leased Property to comply with all Applicable Law,
including any inability to occupy or use any Leased Property by reason of such
non-compliance; (b) any damage to, removal, abandonment, salvage, loss,
contamination of or Release from, scrapping or destruction of or any
requisition or taking of any Leased Property or any part thereof; (c) any
restriction, prevention or curtailment of or interference with any use of any
Leased Property or any part thereof including eviction; (d) any defect in title
to or rights to any Leased Property or any Lien on such title or rights or on
any Leased Property; (e) any change, waiver, extension, indulgence or other
action or omission or breach in respect of any obligation or liability of or by
Lessor, the Agent, any Lease Participant or any Lender; (f) any bankruptcy,
insolvency, reorganization, composition, adjustment, dissolution, liquidation
or other like proceedings relating to Lessee, Lessor, any Lease Participant,
any Lender, the Agent or any other Person, or any action taken with respect to
this Lease by any trustee or receiver of Lessee, Lessor, any Lease Participant,
any Lender, the Agent or any other Person, or by any court, in any such
proceeding; (g) any claim that Lessee has or might have against any Person,
including without limitation, Lessor, any vendor, manufacturer, contractor of
or for any Building or any part thereof, the Agent, any Lease Participant or
any Lender; (h) any failure on the part of Lessor to perform or comply with any
of the terms of this Lease, any other Operative Document or of any other
agreement; (i) any invalidity or unenforceability or illegality or
disaffirmance of this Lease against or by Lessee or any provision hereof or any
of the other Operative Documents or any provision of any thereof whether or not
related to the Transaction; (j) the impossibility or illegality of performance
by Lessee, Lessor or both; (k) any action by any court, administrative agency
or other Governmental Authority; (l) any restriction, prevention or curtailment
of or interference with the Construction or any use of any Leased Property or
any part thereof; or (m) any other occurrence whatsoever, whether similar or
dissimilar to the foregoing, whether or not Lessee shall have notice or
knowledge of any of the foregoing. Except as specifically set forth in Articles
XIV or X of this Lease, this Lease shall be noncancellable by Lessee in any
circumstance whatsoever and Lessee, to the extent permitted by Applicable Law,
waives all rights now or hereafter conferred by statute or otherwise to quit,
terminate or surrender this Lease, or to any diminution, abatement or reduction
of Rent payable by Lessee hereunder. Each payment of Rent made by Lessee
hereunder shall be final and Lessee shall not seek or have any right to recover
all or any part of such payment from Lessor, the Agent, any Lease Participant,
any Lender or any party to any agreements related

<PAGE> 9

thereto for any reason whatsoever. Lessee assumes the sole responsibility for
the condition, use, operation, maintenance, and management of the Leased
Properties and Lessor shall have no responsibility in respect thereof and shall
have no liability for damage to the property of either Lessee or any subtenant
of Lessee on any account or for any reason whatsoever, other than solely by
reason of Lessor's willful misconduct or gross negligence.

Section 3.6 Certain Taxes. Without limiting the generality of Section
3.5, Lessee agrees to pay when due all real estate taxes, personal property
taxes, gross sales taxes, including any sales or lease tax imposed upon the
rental payments hereunder or under a sublease, occupational license taxes,
water charges, sewer charges, assessments of any nature and all other
governmental impositions and charges of every kind and nature whatsoever (the
"tax(es)"), when the same shall be due and payable without penalty or interest;
provided, however, that this Section shall not apply to any of the taxes
covered by the exclusion described in Section 7.4(b) of the Master Agreement.
It is the intention of the parties hereto that, insofar as the same may
lawfully be done, Lessor shall be, except as specifically provided for herein,
free from all expenses in any way related to the Leased Properties and the use
and occupancy thereof. Any tax relating to a fiscal period of any taxing
authority falling partially within and partially outside the Lease Term, shall
be apportioned and adjusted between Lessor and Lessee. Lessee covenants to
furnish Lessor and the Agent, upon the Agent's request, within forty-five (45)
days after the last date when any tax must be paid by Lessee as provided in
this Section 3.6, official receipts of the appropriate taxing, authority or
other proof satisfactory to Lessor, evidencing the payment thereof.

So long as no Event of Default has occurred and is continuing, Lessee
may defer payment of a tax so long as the validity or the amount thereof is
contested by Lessee with diligence and in good faith; provided, however, that
Lessee shall pay the tax in sufficient time to prevent delivery of a tax deed.
Such contest shall be at Lessee's sole cost and expense. Lessee covenants to
indemnify and save harmless Lessor, the Agent, each Lease Participant and each
Lender from any actual and reasonable costs or expenses incurred by Lessor, the
Agent, any Lease Participant or any Lender as a result of such contest.

Section 3.7 Utility Charges. Lessee agrees to pay or cause to be paid
as and when the same are due and payable all charges for gas, water, sewer,
electricity, lights, heat, power, telephone or other communication service and
all other utility

<PAGE> 10

services used, rendered or supplied to, upon or in connection with the Leased
Properties.

ARTICLE IV.
WAIVERS

During the Lease Term, Lessor's interest in the Building(s) (whether
or not completed) and the Land is demised and let by Lessor "AS IS" subject to
(a) the rights of any parties in possession thereof, (b) the state of the title
thereto existing at the time Lessor acquired its interest in the Leased
Properties, (c) any state of facts which an accurate survey or physical
inspection might show (including the survey delivered on the Closing Date), (d)
all Applicable Law, and (e) any violations of Applicable Law which may exist
upon or subsequent to the commencement of the Lease Term. LESSEE ACKNOWLEDGES
THAT, ALTHOUGH LESSOR WILL OWN AND HOLD TITLE TO THE LEASED PROPERTIES, LESSOR
IS NOT RESPONSIBLE FOR THE DESIGN, DEVELOPMENT, BUDGETING AND CONSTRUCTION OF
THE BUILDING(S) OR ANY ALTERATIONS. NEITHER LESSOR, THE AGENT, ANY LEASE
PARTICIPANT NOR ANY LENDER HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OR SHALL BE DEEMED TO HAVE ANY
LIABILITY WHATSOEVER AS TO THE VALUE, MERCHANTABILITY, TITLE, HABITABILITY,
CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE OF THE LEASED PROPERTIES (OR
ANY PART THEREOF), OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS
OR IMPLIED, WITH RESPECT TO THE LEASED PROPERTIES (OR ANY PART THEREOF), ALL
SUCH WARRANTIES BEING HEREBY DISCLAIMED, AND NEITHER LESSOR, THE AGENT, ANY
LEASE PARTICIPANT NOR ANY LENDER SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR
PATENT DEFECT THEREIN OR THE FAILURE OF ANY LEASED PROPERTY, OR ANY PART
THEREOF, TO COMPLY WITH ANY APPLICABLE LAW, except that Lessor hereby
represents and warrants that each Leased Property is and shall be free of
Lessor Liens. As between Lessor and Lessee, Lessee has been afforded full
opportunity to inspect each Leased Property, is satisfied with the results of
its inspections of such Leased Property and is entering into this Lease solely
on the basis of the results of its own inspections and all risks incident to
the matters discussed in the two preceding sentences, as between Lessor, the
Agent, the Lease Participants or the Lenders on the one hand, and Lessee, on
the other, are to be borne by Lessee. The provisions of this Article IV have
been negotiated, and, except to the extent otherwise expressly stated, the
foregoing provisions are intended to be a complete exclusion and negation of
any representations or warranties by Lessor, the Agent, the Lease Participants
or the Lenders, express or implied, with respect to the Leased Properties, that
may arise pursuant to any law now or hereafter in effect, or otherwise.

<PAGE> 11

ARTICLE V.
LIENS; EASEMENTS; PARTIAL CONVEYANCES

Lessee shall not directly or indirectly create, incur or assume, any
Lien on or with respect to any Leased Property, the title thereto, or any
interest therein, including any Liens which arise out of the possession, use,
occupancy, construction, repair or rebuilding of any Leased Property or by
reason of labor or materials furnished or claimed to have been furnished to
Lessee, or any of its contractors or agents or by reason of the financing of
any personalty or equipment purchased or leased by Lessee from third parties
and not financed by Lessor or Alterations constructed by Lessee, except, in all
cases, Permitted Liens.

Notwithstanding the foregoing paragraph, at the request of Lessee,
Lessor shall, from time to time during the Lease Term and upon reasonable
advance written notice from Lessee, and receipt of the materials specified in
the next succeeding sentence, consent to and join in any (i) grant of
easements, licenses, rights of way and other rights in the nature of easements,
including, without limitation, utility easements to facilitate Lessee's use,
development and construction of the Leased Properties, (ii) release or
termination of easements, licenses, rights of way or other rights in the nature
of easements which are for the benefit of the Land or the Building(s) or any
portion thereof, (iii) dedication or transfer of portions of the Land, not
improved with a building, for road, highway or other public purposes, (iv)
execution of agreements for ingress and egress and amendments to any covenants
and restrictions affecting the Land or the Building(s) or any portion thereof
and (v) request to any Governmental Authority for platting or subdivision or
replatting or resubdivision approval with respect to the Land or any portion
thereof or any parcel of land of which the Land or any portion thereof forms a
part or a request for any variance from zoning or other governmental
requirements. Lessor's obligations pursuant to the preceding sentence shall be
subject to the requirements that:

(a) any such action shall be at the sole cost and expense of
Lessee and Lessee shall pay all actual and reasonable out-of-pocket costs of
Lessor and the Agent in connection therewith (including, without limitation,
the reasonable fees of attorneys, architects, engineers, planners, appraisers
and other professionals reasonably retained by Lessor or the Agent in
connection with any such action),

(b) Lessee shall have delivered to Lessor and Agent a
certificate of a Responsible Officer of Lessee stating that

<PAGE> 12

(1) such action will not cause any Leased Property,
the Land or any Building or any portion thereof to fail to comply in
any material respect with the provisions of the Lease or any other
Operative Documents, or in any material respect with Applicable Law;
and

(2) such action will not materially reduce the Fair
Market Sales Value, utility or useful life of any Leased Property, the
Land or any Building nor Lessor's interest therein; and

(c) in the case of any release or conveyance, if Lessor, the
Agent, any Lease Participant or any Lender so reasonably requests, Lessee will
cause to be issued and delivered to Lessor and the Agent by the Title Insurance
Company an endorsement to the Title Policy pursuant to which the Title
Insurance Company agrees that its liability for the payment of any loss or
damage under the terms and provisions of the Title Policy will not be affected
by reason of the fact that a portion of the real property referred to in
Schedule A of the Title Policy has been released or conveyed by Lessor.

ARTICLE VI.
MAINTENANCE AND REPAIR;
ALTERATIONS, MODIFICATIONS AND ADDITIONS

Section 6.1 Maintenance and Repair; Compliance With Law. Lessee, at
its own expense, shall at all times (a) maintain each Leased Property in good
repair and condition (subject to ordinary wear and tear), in accordance with
prudent industry standards and, in any event, in no less a manner as other
similar office, warehouse and distribution centers, as the case may be, owned
or leased by Lessee or its Affiliates, (b) make all Alterations in accordance
with, and maintain (whether or not such maintenance requires structural
modifications or Alterations) and operate and otherwise keep each Leased
Property in compliance in all material respects with, all Applicable Laws and
insurance requirements, and (c) make all material repairs, replacements and
renewals of each Leased Property or any part thereof which may be required to
keep such Leased Property in the condition required by the preceding clauses
(a) and (b). Lessee shall perform the foregoing maintenance obligations
regardless of whether any Leased Property is occupied or unoccupied. Lessee
waives any right that it may now have or hereafter acquire to (i) require
Lessor, the Agent, any Lease Participant or any Lender to maintain, repair,
replace, alter, remove or rebuild all or any part of any Leased Property or
(ii) make repairs at the expense of Lessor, the Agent, any Lease Participant or
any Lender pursuant to any Applicable Law or other agreements or otherwise.

<PAGE> 13

NEITHER LESSOR, THE AGENT, ANY LEASE PARTICIPANT NOR ANY LENDER SHALL BE LIABLE
TO LESSEE OR TO ANY CONTRACTORS, SUBCONTRACTORS, LABORERS, MATERIALMEN,
SUPPLIERS OR VENDORS FOR SERVICES PERFORMED OR MATERIAL PROVIDED ON OR IN
CONNECTION WITH ANY LEASED PROPERTY OR ANY PART THEREOF. Neither Lessor, the
Agent, any Lease Participant nor any Lender shall be required to maintain,
alter, repair, rebuild or replace any Leased Property in any way.

Section 6.2 Alterations. Lessee may, without the consent of Lessor, at
Lessee's own cost and expense, make Alterations which do not materially
diminish the value, utility or useful life of any Leased Property.

Section 6.3 Title to Alterations. Title to all Alterations shall
without further act vest in Lessor (subject to Lessee's right to remove trade
fixtures, personal property and equipment which were not acquired with funds
advanced by Lessor, any Lease Participant or any Lender at a time when no Event
of Default has occurred and is continuing) and shall be deemed to constitute a
part of the Leased Properties and be subject to this Lease.

ARTICLE VII.
USE

Lessee may use each Leased Property or any part thereof for any lawful
purpose, and in a manner consistent with the standards applicable to properties
of a similar nature in the geographic area in which such Leased Property is
located, provided that such use does not materially adversely affect the Fair
Market Sales Value, utility, remaining useful life or residual value of such
Leased Property, and does not materially violate or conflict with, or
constitute or result in a material default under, any Applicable Law or any
insurance policy required hereunder. In the event Lessee's use substantially
changes the character of any Building in a manner or to an extent that, in
Lessor's, the Lease Participants' or the Lenders' reasonable opinion, adversely
affects the Fair Market Sales Value and/or marketability of such Building,
Lessee shall, upon the termination or expiration of this Lease, at Lessor's
request, restore such Leased Property to its general character at the
Completion Date (ordinary wear and tear excepted). Lessee shall not commit or
permit any waste of any Leased Property or any material part thereof.

ARTICLE VIII.
INSURANCE

(a) At any time during which any part of any Building or any
Alteration is under construction and as to any part of any

<PAGE> 14

Building or any Alteration under construction, Lessee shall maintain, or cause
to be maintained, at its sole cost and expense, as a part of its blanket
policies or otherwise, "all risks" non-reporting completed value form of
builder's risk insurance.

(b) During the Lease Term, Lessee shall maintain, at its sole
cost and expense, as a part of its blanket policies or otherwise, insurance
against loss or damage to any Building by fire and other risks, including
comprehensive boiler and machinery coverage, on terms and in amounts no less
favorable than insurance covering other similar properties owned or leased by
Lessee and that are in accordance with normal industry practice, but in no
event less than the replacement cost of such Building from time to time.

(c) During the Lease Term, Lessee shall maintain, at its sole
cost and expense, commercial general liability insurance with respect to the
Leased Properties, as is ordinarily procured by Persons who own or operate
similar properties in the same geographic area. Such insurance shall be on
terms and in amounts that are no less favorable than insurance maintained by
Lessee or its Affiliates with respect to similar properties that it owns or
leases and that are in accordance with normal industry practice, but in no
event less than $1,000,000 per occurrence. Such insurance policies shall also
provide that Lessee's insurance shall be considered primary insurance. Nothing
in this Article VIII shall prohibit Lessor, the Agent, any Lease Participant or
any Lender from carrying at its own expense other insurance on or with respect
to the Leased Properties, provided that any insurance carried by Lessor, the
Agent, any Lease Participant or any Lender shall not prevent Lessee from
carrying the insurance required hereby.

(d) Each policy of insurance maintained by Lessee pursuant to
clauses (a) and (b) of this Article VIII shall provide that all insurance
proceeds in respect of any loss or occurrence shall be adjusted by Lessee,
except (a) that with respect to any loss, the estimated cost of restoration of
which is in excess of 50% of the Funded Amounts with respect to the related
Leased Property, the adjustment thereof shall be subject to the prior written
approval of the Agent (or of Lessor if the Funded Amounts have been fully paid)
and the insurance proceeds therefor shall be paid to the Agent (or to Lessor if
the Funded Amounts have been fully paid) for application in accordance with
this Lease, and (b) if, and for so long as an Event of Default exists, all
losses shall be adjusted solely by, and all insurance proceeds shall be paid
solely to, the Agent (or Lessor if the Funded Amounts have been fully paid) for
application pursuant to this Lease.

<PAGE> 15

(e) On the Closing Date for each Leased Property, on the
Completion Date and within 15 days after each anniversary of the insurance
policies, Lessee shall furnish Lessor with Acord certificates showing the
insurance required under this Article VIII to be in effect and naming Lessor,
the Agent, the Lease Participants and the Lenders as additional insureds. Such
certificates shall include a provision for thirty (30) days' advance written
notice by the insurer to Lessor and the Agent in the event of cancellation with
respect to such insurance, and shall include a customary breach of warranty
clause.

(f) Each policy of insurance maintained by Lessee pursuant to
this Article VIII shall (1) contain the waiver of any right of subrogation of
the insurer against Lessor, the Agent, the Lease Participants and the Lenders
(and any policy of insurance maintained by Lessor with respect to the Leased
Property shall contain the waiver of any right of subrogation of the insurer
against Lessee), and (2) provide that in respect of the interests of Lessor,
the Agent, the Lease Participants and the Lenders, such policies shall not be
invalidated by any action (excluding fraud), inaction or misrepresentation of
Lessee or any other Person acting on behalf of Lessee.

(g) All insurance policies carried in accordance with this
Article VIII shall be maintained with insurers rated at least A by A.M. Best &
Company, and in all cases the insurer shall be qualified to insure risks in the
State where such Leased Property is located or be pre-approved by Lessor.

ARTICLE IX.
ASSIGNMENT AND SUBLEASING

Lessee may not assign any of its right, title or interest in, to or
under this Lease, except as set forth in the following sentence. Lessee may
assign any of its right, title or interest in, to or under the Lease to an
Affiliate of the Lessee and may sublease all or any portion of any Leased
Property, provided that (a) all obligations of Lessee shall continue in full
effect as obligations of a principal and not of a guarantor or surety, as
though no assignment or sublease had been made; (b) such assignment or
sublease, as the case may be, shall be expressly subject to and, in the case of
such sublease, subordinate to this Lease, the Lease Participation Agreement,
the Loan Agreement and the other Operative Documents; and (c) each such
sublease shall terminate on or before the Lease Termination Date.

Except pursuant to an Operative Document, this Lease shall not be
mortgaged or pledged by Lessee, nor shall Lessee mortgage

<PAGE> 16

or pledge any interest in any Leased Property or any portion thereof. Any such
mortgage or pledge shall be void.

ARTICLE X.
LOSS, DESTRUCTION, CONDEMNATION OR DAMAGE

Section 10.1 Event of Loss. Any event (i) which would otherwise
constitute a Casualty during the Base Term, and (ii) which, in the good-faith
judgment of Lessee, renders repair and restoration of a Leased Property
impractical or uneconomical, and (iii) as to which Lessee, within sixty (60)
days after the occurrence of such event, delivers to Lessor an Officer's
Certificate notifying Lessor of such event and of such judgment, shall
constitute an "Event of Loss". In the case of any other event which constitutes
a Casualty, Lessee shall restore such Leased Property pursuant to Section 10.3.
If an Event of Loss other than an Event of Taking shall occur, Lessee shall pay
to Lessor on the next Payment Date following delivery of the Officer's
Certificate pursuant to clause (iii) above an amount equal to the related
Leased Property Balance. Upon Lessor's receipt of such Leased Property Balance
on such date, Lessor shall cause Lessor's interest in such Leased Property to
be conveyed to Lessee in accordance with and subject to the provisions of
Section 14.5 hereof; upon completion of such purchase, but not prior thereto,
this Lease and all obligations hereunder with respect to such Leased Property
shall terminate, except with respect to obligations and liabilities hereunder,
actual or contingent, that have arisen or relate to events occurring on or
prior to such date of purchase, or which are expressly stated herein to survive
termination of this Lease.

Upon the consummation of the purchase of any Leased Property pursuant
to this Section 10.1, any proceeds derived from insurance required to be
maintained by Lessee pursuant to this Lease for any Leased Property remaining
after payment of such purchase price shall be paid over to, or retained by,
Lessee or as it may direct, and Lessor shall assign to Lessee, without
warranty, all of Lessor's rights to and interest in insurance required to be
maintained by Lessee pursuant to this Lease.

Section 10.2 Event of Taking. Any event (i) which constitutes a
Condemnation of all of, or substantially all of, a Leased Property, or (ii) (A)
which would otherwise constitute a Condemnation, (B) which, in the good-faith
judgment of Lessee, renders restoration and rebuilding of a Leased Property
impossible, impractical or uneconomical, and (C) as to which Lessee, within
sixty (60) days after the occurrence of such event, delivers to Lessor an
Officer's Certificate notifying Lessor of such event and of such judgment,
shall constitute an

<PAGE> 17

"Event of Taking". In the case of any other event which constitutes a
Condemnation, Lessee shall restore and rebuild such Leased Property pursuant to
Section 10.4. If an Event of Taking shall occur, Lessee shall pay to Lessor (1)
on the next Payment Date following the occurrence of such Event of Taking, in
the case of an Event of Taking described in clause (i) above, or (2) on the
next Payment Date following delivery of the Officer's Certificate pursuant to
clause (ii) above, in the case of an Event of Taking described in clause (ii)
above, an amount equal to the related Leased Property Balance. Upon Lessor's
receipt of such Leased Property Balance on such date, Lessor shall cause
Lessor's interest in such Leased Property to be conveyed to Lessee in
accordance with and subject to the provisions of Section 14.5 hereof (provided
that such conveyance shall be subject to all rights of the condemning
authority); upon completion of such purchase, but not prior thereto, this Lease
and all obligations hereunder with respect to such Leased Property shall
terminate, except with respect to obligations and liabilities hereunder, actual
or contingent, that have arisen or relate to events occurring on or prior to
such date of purchase, or which are expressly stated herein to survive
termination of this Lease.

Upon the consummation of the purchase of such Leased Property pursuant
to this Section 10.2, all Awards received by Lessor, after deducting any
reasonable costs incurred by Lessor in collecting such Awards, received or
payable on account of an Event of Taking with respect to such Leased Property
during the related Lease Term shall be paid to Lessee, and all rights of Lessor
in Awards not then received shall be assigned to Lessee by Lessor.

Section 10.3 Casualty. If a Casualty shall occur, Lessee shall rebuild
and restore the affected Leased Property, will complete the same prior to the
Lease Termination Date, and will cause the condition set forth in Section 3.5
(c) of the Master Agreement to be fulfilled with respect to such restoration
and rebuilding prior to the Lease Termination Date, regardless of whether
insurance proceeds received as a result of such Casualty are sufficient for
such purpose.

Section 10.4 Condemnation. If a Condemnation shall occur, Lessee shall
rebuild and restore the affected Leased Property, will complete the same prior
to the Lease Termination Date, and will cause the condition set forth in
Section 3.5 (c) of the Master Agreement to be fulfilled with respect to such
restoration and rebuilding prior to the Lease Termination Date.

Section 10.5 Verification of Restoration and Rebuilding. In the
event of Casualty or Condemnation, to verify Lessee's

<PAGE> 18

compliance with the foregoing Sections 10.3 and 10.4, Lessor, the Agent and
their respective authorized representatives may, upon five (5) Business Days'
notice to Lessee, make inspections of the affected Leased Property with respect
to (i) the extent of the Casualty or Condemnation and (ii) the restoration and
rebuilding of the related Building and the Land. All actual and reasonable
out-of-pocket costs of such inspections incurred by Lessor and the Agent will
be paid by Lessee promptly after written request. No such inspection shall
unreasonably interfere with Lessee's operations or the operations of any other
occupant of such Leased Property. None of the inspecting parties shall have any
duty to make any such inspection or inquiry and none of the inspecting parties
shall incur any liability or obligation by reason of making or not making any
such inspection or inquiry.

Section 10.6 Application of Payments. All proceeds (except for
payments under insurance policies maintained other than pursuant to Article
VIII of this Lease) received at any time by Lessor, Lessee or the Agent from
any Governmental Authority or other Person with respect to any Condemnation or
Casualty to any Leased Property or any part thereof or with respect to an Event
of Loss or an Event of Taking, plus the amount of any payment that would have
been due from an insurer but for Lessee's self-insurance or deductibles ("Loss
Proceeds"), shall (except to the extent Section 10.9 applies) be applied as
follows:

(a) In the event Lessee purchases such Leased Property
pursuant to Section 10.1 or Section 10.2, such Loss Proceeds shall be
applied as set forth in Section 10.1 or Section 10.2, as the case may
be;

(b) In the event of a Casualty at such time when no Event of
Default has occurred and is continuing and Lessee is obligated to
repair and rebuild such Leased Property pursuant to Section 10.3,
Lessee may, in good faith and subsequent to the date of such Casualty,
certify to Lessor and to the applicable insurer that no Event of
Default has occurred and is continuing, in which event the applicable
insurer shall pay the Loss Proceeds to Lessee, unless the estimated
cost of restoration exceeds 50% of the original cost of such Leased
Property, in which case the Loss Proceeds shall be paid to the Agent
(or Lessor if the Funded Amounts have been paid in full), and shall be
promptly released to Lessee upon certification by Lessee to Lessor and
the Agent that Lessee has incurred costs in the amount requested to be
released for the repair and rebuilding of such Leased Property;

<PAGE> 19

Lessee is obligated to repair and rebuild such Leased Property
pursuant to Section 10.4, Lessor shall upon Lessee's request assign to
Lessee Lessor's interest in any applicable Awards; and

(d) As provided in Section 10.8, if such section is
applicable.

During any period of repair or rebuilding pursuant to this Article X,
this Lease will remain in full force and effect and Basic Rent shall continue
to accrue and be payable without abatement or reduction. Lessee shall maintain
records setting forth information relating to the receipt and application of
payments in accordance with this Section 10.6. Such records shall be kept on
file by Lessee at its offices and shall be made available to Lessor, the Lease
Participants, the Lenders and the Agent upon request.

Section 10.7 Prosecution of Awards. (a) If, during the continuance of
any Event of Default, any Condemnation shall occur, Lessee shall give to Lessor
and the Agent promptly, but in any event within thirty (30) days after the
occurrence thereof, written notice of such occurrence and the date thereof,
generally describing the nature and extent of such Condemnation. With respect
to any Event of Taking or any Condemnation, Lessee shall control the
negotiations with the relevant Governmental Authority as to any proceeding in
respect of which Awards are required, under Section 10.6, to be assigned or
released to Lessee, unless an Event of Default shall have occurred and be
continuing, in which case (1) the Agent (or Lessor if the Funded Amounts have
been fully paid) shall control such negotiations; and (2) Lessee hereby
irrevocably assigns, transfers and sets over to Lessor all rights of Lessee to
any Award made during the continuance of an Event of Default on account of any
Event of Taking or any Condemnation and, if there will not be separate Awards
to Lessor and Lessee on account of such Event of Taking or Condemnation,
irrevocably authorizes and empowers the Agent (or Lessor if the Funded Amounts
have been fully paid) during the continuance of an Event of Default, with full
power of substitution, in the name of Lessee or otherwise (but without limiting
the obligations of Lessee under this Article X), to file and prosecute what
would otherwise be Lessee's claim for any such Award and to collect, receipt
for and retain the same; provided, however, that in any event Lessor and the
Agent may participate in such negotiations, and no settlement will be made
without the prior consent of the Agent (or Lessor if the Funded Amounts have
been fully paid), not to be unreasonably withheld.

(b) Notwithstanding the foregoing, Lessee may prosecute, and Lessor
shall have no interest in, any claim with respect to

<PAGE> 20

Lessee's personal property and equipment not financed by Lessor and Lessee's
relocation expenses.

Section 10.8 Application of Certain Payments Not Relating to an Event
of Taking. In case of a requisition for temporary use of all or a portion of
any Leased Property which is not an Event of Taking, this Lease shall remain in
full force and effect with respect to such Leased Property, without any
abatement or reduction of Basic Rent, and the Awards for such Leased Property
shall, unless an Event of Default has occurred and is continuing, be paid to
Lessee.

Section 10.9 Other Dispositions. Notwithstanding the foregoing
provisions of this Article X, so long as an Event of Default shall have
occurred and be continuing, any amount that would otherwise be payable to or
for the account of, or that would otherwise be retained by, Lessee pursuant to
this Article X shall be paid to the Agent (or Lessor if the Funded Amounts have
been fully paid) as security for the obligations of Lessee under this Lease
and, at such time thereafter as no Event of Default shall be continuing, such
amount shall be paid promptly to Lessee to the extent not previously applied by
Lessor or the Agent in accordance with the terms of this Lease or the other
Operative Documents.

Section 10.10 No Rent Abatement. Rent shall not abate hereunder by
reason of any Casualty, any Event of Loss, any Event of Taking or any
Condemnation of any Leased Property, and Lessee shall continue to perform and
fulfill all of Lessee's obligations, covenants and agreements hereunder
notwithstanding such Casualty, Event of Loss, Event of Taking or Condemnation
until the Lease Termination Date.

ARTICLE XI.
INTEREST CONVEYED TO LESSEE

Lessor and Lessee intend that this Lease be treated, for accounting
purposes, as an operating lease. For all other purposes, Lessee and Lessor
intend that the transaction represented by this Lease be treated as a financing
transaction; for such purposes, it is the intention of the parties hereto (i)
that this Lease be treated as a mortgage or deed of trust (whichever is
applicable in the jurisdictions in which the Leased Properties are located) and
security agreement, encumbering the Leased Property, and that Lessee, as
grantor, hereby grants to Lessor, as mortgagee or beneficiary and secured
party, or any successor thereto, a first and paramount Lien on each Leased
Property, (ii) that Lessor shall have, as a result of such determination, all
of the rights, powers and remedies of a

<PAGE> 21

mortgagee or deed of trust beneficiary available under Applicable Law to take
possession of and sell (whether by foreclosure or otherwise) any Leased
Property, (iii) that the effective date of such mortgage or deed of trust shall
be the effective date of this Lease, (iv) that the recording of this Lease or a
Lease Supplement shall be deemed to be the recording of such mortgage or deed
of trust, and (v) that the obligations secured by such mortgage or deed of
trust shall include the Funded Amounts and all Basic Rent and Supplemental Rent
hereunder and all other obligations of and amounts due from Lessee hereunder
and under the Operative Documents.

ARTICLE XII.
EVENTS OF DEFAULT

The following events shall constitute Events of Default (whether any
such event shall be voluntary or involuntary or come about or be effected by
operation of law or pursuant to or in compliance with any judgment, decree or
order of any court or any order, rule or regulation of any administrative or
governmental body):

(a) Lessee shall fail to make any payment of Basic Rent when due, and
such failure shall continue for five (5) or more days;

(b) Lessee shall fail to make any payment of Rent (other than Basic
Rent) or any other amount payable hereunder or under any of the other Operative
Documents (other than Basic Rent and other than as set forth in clause (c)),
and such failure shall continue for a period of ten (10) days;

(c) Lessee shall fail to pay the Funded Amount or Lease Balance when
due pursuant to Sections 10.1, 10.2, 14.1 or 14.2, or Lessee shall fail to pay
the Recourse Deficiency Amount when required pursuant to Article XIV or Lessee
shall fail to make any Completion Costs Payment when due under the Construction
Agency Agreement;

(d) Lessee shall fail to maintain insurance as required by Article
VIII hereof, and such failure shall continue until the earlier of (i) 15 days
after written notice thereof from Lessor and (ii) the day immediately preceding
the date on which any applicable insurance coverage would otherwise lapse or
terminate;

(e) a default shall have occurred and be continuing under any
instrument or agreement evidencing, securing or providing for the issuance of
indebtedness individually or in the aggregate in excess of $5,000,000 of, or
guaranteed by, Lessee or any

<PAGE> 22

Subsidiary of Lessee, which default is a failure to pay any amount when due
(whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise), which default continues after the applicable grace period, if any,
or any other default which, if unremedied, uncured or unwaived, would permit
acceleration of the maturity of such indebtedness; or any such indebtedness
shall be required to be prepaid (other than by a regularly scheduled required
prepayment) in whole or in part prior to its stated maturity;

(f) Lessee shall (i) apply for or consent to the appointment of a
receiver, trustee or liquidator of itself or of a substantial part of its
property, (ii) be unable, or admit in writing inability, to pay its debts as
they mature, (iii) make a general assignment for the benefit of creditors, (iv)
be adjudicated a bankrupt or insolvent, (v) file a voluntary petition in
bankruptcy, or a petition or answer seeking reorganization or an arrangement
with creditors to take advantage of any insolvency law or an answer admitting
the material allegations of a bankruptcy, reorganization or insolvency petition
filed against it, (vi) take corporate action for the purpose of effecting any
of the foregoing, or (vii) have an order for relief entered against it in any
proceeding under any bankruptcy law;

(g) An order, judgment or decree shall be entered, without the
application, approval or consent of Lessee, by any court of competent
jurisdiction, approving a petition seeking reorganization of such entity or
appointing a receiver, trustee or liquidator of such entity or of all or a
substantial part of its assets, and such order, judgment or decree shall
continue unstayed and in effect for any period of 60 consecutive days;

(h) any representation or warranty by Lessee in any Operative Document
or in any certificate or document delivered to Lessor, the Agent, any Lease
Participant or any Lender pursuant to any Operative Document shall have been
incorrect in any material respect when made or deemed to be made or submitted;

(i) Lessee shall repudiate or terminate the Operative Guaranty, or the
Operative Guaranty shall at any time cease to be in full force and effect or
cease to be the legal, valid and binding obligation of Lessee;

(j) Lessee shall fail to observe or perform any covenant or agreement
(i) contained in Section 5.2(h) of the Master Agreement and, if capable of
being remedied, such failure shall remain unremedied for fifteen (15) days
after the earlier of (A) an Executive Officer's obtaining knowledge thereof, or
(B) written notice thereof shall have been given to the Lessee by the Agent

<PAGE> 23

or any Funding Party, (ii) contained in Section 5.2(e) and if capable of being
remedied, such failure shall remain unremedied for ten (10) days after the
earlier of (A) an Executive Officer's obtaining knowledge thereof, or (B)
written notice thereof shall have been given to the Lessee by the Agent or any
Funding Party, or (iii) contained in Sections 2.2(d)(relating to use of
Fundings), 5.1(a), 5.1(e), 5.1(g)(v), 5.1(h) or 5.2(c) of the Master Agreement;

(k) Lessee shall fail to observe or perform any covenant or agreement
contained herein or in any other Operative Document (other than those referred
to in clauses (a) through (j) of this Article XII and other than a failure
giving rise to a Non- Completion Event) and, if capable of being remedied, such
failure shall remain unremedied for thirty (30) days after the earlier of (i)
an Executive Officer of Lessee's obtaining knowledge thereof, or (ii) written
notice thereof shall have been given to Lessee by the Agent or any Funding
Party;

(l) A judgment or order for the payment of money in excess of
$5,000,000 not covered by insurance or otherwise having a Material Adverse
Effect shall be rendered against the Lessee or any other Consolidated Company
and such judgment or order shall continue unsatisfied and in effect for a
period of 60 days during which execution shall not be effectively stayed or
deferred (whether by action of a court, by agreement or otherwise);

(m) An attachment or similar action shall be made on or taken against
any of the assets of any Consolidated Company with an aggregate value (based
upon the greater of the book value of such assets as established in accordance
with GAAP or the fair market value of such assets as determined in good faith
by such Consolidated Company) exceeding $5,000,000 in aggregate and is not
removed, suspended or enjoined within 60 days of the same being made or any
suspension or injunction being lifted;

(n) Lessee shall become a Subsidiary of any other Person and the
Funded Debt of such Person and the Consolidated Companies is 50% or more of the
sum of (i) the Funded Debt of such Person and the Consolidated Companies and
(ii) Consolidated Net Worth of such Person and the Consolidated Companies; or

(o) any Reportable Event shall have occurred, or any finding or
determination shall be made with respect to a Plan under Section 4041 (c) or
(e) of ERISA or any fact or circumstance shall occur with respect to a Plan
which, in the opinion of the Lessor, provides for the commencement of any
proceeding under Section 4042 of ERISA, or any proceeding shall be commenced
with respect to a Plan under Section 4042 of ERISA.

<PAGE> 24

ARTICLE XIII.
ENFORCEMENT

Section 13.1 Remedies. Upon the occurrence and during the continuance
of any Event of Default, but in all respects subject to the right of Lessee to
purchase the Leased Property pursuant to Section 14.1, Lessor may do one or
more of the following as Lessor in its sole discretion shall determine, without
limiting any other right or remedy Lessor may have on account of such Event of
Default (including, without limitation, the obligation of Lessee to purchase
the Leased Properties as set forth in Section 14.3):

(a) Lessor may, by notice to Lessee, rescind or terminate this Lease
as of the date specified in such notice; however, (A) no reletting, reentry or
taking of possession of any Leased Property by Lessor will be construed as an
election on Lessor's part to terminate this Lease unless a written notice of
such intention is given to Lessee, (B) notwithstanding any reletting, reentry
or taking of possession, Lessor may at any time thereafter elect to terminate
this Lease for a continuing Event of Default, and (C) no act or thing done by
Lessor or any of its agents, representatives or employees and no agreement
accepting a surrender of any Leased Property shall be valid unless the same be
made in writing and executed by Lessor;

(b) Lessor may (i) demand that Lessee, and Lessee shall upon the
written demand of Lessor, return the Leased Properties promptly to Lessor in
the manner and condition required by, and otherwise in accordance with all of
the provisions of, Articles VI and XIV hereof as if the Leased Properties were
being returned at the end of the Lease Term, and Lessor shall not be liable for
the reimbursement of Lessee for any costs and expenses incurred by Lessee in
connection therewith and (ii) without prejudice to any other remedy which
Lessor may have for possession of the Leased Properties, and to the extent and
in the manner permitted by Applicable Law, enter upon any Leased Property and
take immediate possession of (to the exclusion of Lessee) any Leased Property
or any part thereof and expel or remove Lessee and any other person who may be
occupying such Leased Property, by summary proceedings or otherwise, all
without liability to Lessee for or by reason of such entry or taking of
possession, whether for the restoration of damage to property caused by such
taking or otherwise and, in addition to Lessor's other damages, Lessee shall be
responsible for the actual and reasonable costs and expenses of reletting,
including brokers' fees and the reasonable costs of any alterations or repairs
made by Lessor;

<PAGE> 25

and clear of any rights of Lessee and without any duty to account to Lessee
with respect to such action or inaction or any proceeds with respect thereto
(except to the extent required by clause (ii) below if Lessor shall elect to
exercise its rights thereunder) in which event Lessee's obligation to pay Basic
Rent hereunder for periods commencing after the date of such sale shall be
terminated or proportionately reduced, as the case may be; and (ii) if Lessor
shall so elect, demand that Lessee pay to Lessor, and Lessee shall pay to
Lessor, on the date of such sale, as liquidated damages for loss of a bargain
and not as a penalty (the parties agreeing that Lessor's actual damages would
be difficult to predict, but the aforementioned liquidated damages represent a
reasonable approximation of such amount) (in lieu of Basic Rent due for periods
commencing on or after the Payment Date coinciding with such date of sale (or,
if the sale date is not a Payment Date, the Payment Date next preceding the
date of such sale)), an amount equal to (a) the excess, if any, of (1) the sum
of (A) all Rent due and unpaid to and including such Payment Date and (B) the
Funded Amounts with respect to such Leased Property, computed as of such date,
over (2) the net proceeds of such sale (that is, after deducting all costs and
expenses incurred by Lessor, the Agent, any Lease Participant or any Lender
incident to such conveyance (including, without limitation, all costs,
expenses, fees, premiums and taxes described in Section 14.5(b))); plus (b)
interest at the Overdue Rate on the foregoing amount from such Payment Date
until the date of payment;

(d) Lessor may, at its option, not terminate this Lease, and continue
to collect all Basic Rent, Supplemental Rent, and all other amounts (including,
without limitation, the Funded Amount) due Lessor (together with all costs of
collection) and enforce Lessee's obligations under this Lease as and when the
same become due, or are to be performed, and at the option of Lessor, upon any
abandonment of any Leased Property by Lessee or re-entry of same by Lessor,
Lessor may, in its sole and absolute discretion, elect not to terminate this
Lease with respect thereto and may make such reasonable alterations and
necessary repairs in order to relet such Leased Property, and relet such Leased
Property or any part thereof for such term or terms (which may be for a term
extending beyond the term of this Lease) and at such rental or rentals and upon
such other terms and conditions as Lessor in its reasonable discretion may deem
advisable; and upon each such reletting all rentals actually received by Lessor
from such reletting shall be applied to Lessee's obligations hereunder in such
order, proportion and priority as Lessor may elect in Lessor's sole and
absolute discretion; it being agreed that under no circumstances shall Lessee
benefit from its default from any increase in market rents. If such rentals
received from such reletting during any Rent Period are less than the Rent to

<PAGE> 26

be paid during that Rent Period by Lessee hereunder, Lessee shall pay any
deficiency, as calculated by Lessor, to Lessor on the Payment Date for such
Rent Period;

(e) If any Leased Property has not been sold, or if a Non- Completion
Event has occurred and Lessee has not exercised the Remarketing Option pursuant
to Section 14.6 within the time permitted thereby, Lessor may, whether or not
Lessor shall have exercised or shall thereafter at any time exercise any of its
rights under paragraph (b), (c) or (d) of this Article XIII with respect to
such Leased Property, demand, by written notice to Lessee specifying a date
(the "Final Rent Payment Date") not earlier than 30 days after the date of such
notice, that Lessee purchase, on the Final Rent Payment Date, such Leased
Property in accordance with the provisions of Sections 14.2, 14.4 and 14.5;
provided, however, that (1) such purchase shall occur on the date set forth in
such notice, notwithstanding the provision in Section 14.2 calling for such
purchase to occur on the Lease Termination Date; and (2) Lessor's obligations
under Section 14.5(a) shall be limited to delivery of a special warranty deed
and quit claim bill of sale of such Leased Property, without recourse or
warranty, but free and clear of Lessor Liens;

(f) Lessor may exercise any other right or remedy that may be
available to it under Applicable Law, or proceed by appropriate court action
(legal or equitable) to enforce the terms hereof or to recover damages for the
breach hereof. Separate suits may be brought to collect any such damages for
any Rent Period(s), and such suits shall not in any manner prejudice Lessor's
right to collect any such damages for any subsequent Rent Period(s), or Lessor
may defer any such suit until after the expiration of the Lease Term, in which
event such suit shall be deemed not to have accrued until the expiration of the
Lease Term; or

(g) Lessor may retain and apply against Lessor's damages all sums
which Lessor would, absent such Event of Default, be required to pay to, or
turn over to, Lessee pursuant to the terms of this Lease.

Section 13.2 Remedies Cumulative; No Waiver; Consents. To the extent
permitted by, and subject to the mandatory requirements of, Applicable Law,
each and every right, power and remedy herein specifically given to Lessor or
otherwise in this Lease shall be cumulative and shall be in addition to every
other right, power and remedy herein specifically given or now or hereafter
existing at law, in equity or by statute, and each and every right, power and
remedy whether specifically herein given or otherwise existing may be exercised
from time to time and as often and in such order as may be deemed expedient by
Lessor, and

<PAGE> 27

the exercise or the beginning of the exercise of any power or remedy shall not
be construed to be a waiver of the right to exercise at the same time or
thereafter any right, power or remedy. No delay or omission by Lessor in the
exercise of any right, power or remedy or in the pursuit of any remedy shall
impair any such right, power or remedy or be construed to be a waiver of any
default on the part of Lessee or to be an acquiescence therein. Lessor's
consent to any request made by Lessee shall not be deemed to constitute or
preclude the necessity for obtaining Lessor's consent, in the future, to all
similar requests. No express or implied waiver by Lessor of any Event of
Default shall in any way be, or be construed to be, a waiver of any future or
subsequent Potential Event of Default or Event of Default. To the extent
permitted by Applicable Law, Lessee hereby waives any rights now or hereafter
conferred by statute or otherwise that may require Lessor to sell, lease or
otherwise use any Leased Property or part thereof in mitigation of Lessor's
damages upon the occurrence of an Event of Default or that may otherwise limit
or modify any of Lessor's rights or remedies under this Article XIII.

ARTICLE XIV.
SALE, RETURN OR PURCHASE OF LEASED PROPERTY; RENEWAL

Section 14.1 Lessee's Option to Purchase. Subject to the terms,
conditions and provisions set forth in this Article XIV, Lessee shall have the
option (the "Purchase Option"), to be exercised as set forth below, to purchase
from Lessor, Lessor's interest in all of the Leased Properties; provided that
such option must be exercised with respect to all, but not less than all, of
the Leased Properties. Such option must be exercised by written notice to
Lessor not later than whichever is applicable of (i) twelve months prior to the
Lease Termination Date or (ii) ten Business Days after the occurrence of an
Event of Default, which notice shall be irrevocable; such notice shall specify
the date that such purchase shall take place, which date shall be a date
occurring not less than thirty (30) days after such notice or the Lease
Termination Date (whichever is earlier). If the Purchase Option is exercised
pursuant to the foregoing, then, subject to the provisions set forth in this
Article XIV, on the applicable purchase date or the Lease Termination Date, as
the case may be, Lessor shall convey to Lessee, without recourse or warranty
(other than as to the absence of Lessor Liens) and Lessee shall purchase from
Lessor, Lessor's interest in the Leased Properties.

Section 14.2 Conveyance to Lessee. Unless (a) Lessee shall
have properly exercised the Purchase Option and purchased the
Leased Properties pursuant to Section 14.1(a) hereof, or (b)

<PAGE> 28

Lessee shall have properly exercised the Remarketing Option and shall have
fulfilled all of the conditions of Section 14.6 hereof, then, subject to the
terms, conditions and provisions set forth in this Article XIV, Lessee shall
purchase from Lessor, and Lessor shall convey to Lessee, on the Lease
Termination Date all of Lessor's interest in the Leased Properties. Lessee may
designate, in a notice given to Lessor not less than ten (10) Business Days
prior to the closing of such purchase (time being of the essence), the
transferee to whom the conveyance shall be made (if other than to Lessee), in
which case such conveyance shall (subject to the terms and conditions set forth
herein) be made to such designee; provided, however, that such designation of a
transferee shall not cause Lessee to be released, fully or partially, from any
of its obligations under this Lease.

Section 14.3 Acceleration of Purchase Obligation. Lessee shall be
obligated to purchase Lessor's interest in the Leased Properties immediately,
automatically and without notice upon the occurrence of any Event of Default
specified in clause (g) of Article XII, for the purchase price set forth in
Section 14.4. Upon the occurrence and during the continuance of any other Event
of Default, Lessee shall be obligated to purchase Lessor's interest in the
Leased Properties for the purchase price set forth in Section 14.4 upon notice
of such obligation from Lessor.

Section 14.4 Determination of Purchase Price. Upon the purchase by
Lessee of Lessor's interest in the Leased Properties upon the exercise of the
Purchase Option or pursuant to Section 14.2 or 14.3, the aggregate purchase
price for all of the Leased Properties shall be an amount equal to the Lease
Balance as of the closing date for such purchase, plus any amount due pursuant
to Section 7.5(f) of the Master Agreement as a result of such purchase.

Section 14.5 Purchase Procedure. (a) If Lessee shall purchase Lessor's
interest in a Leased Property pursuant to any provision of this Lease, (i)
Lessee shall accept from Lessor and Lessor shall convey such Leased Property by
a duly executed and acknowledged special warranty deed and quit claim bill of
sale of such Leased Property in recordable form, (ii) upon the date fixed for
any purchase of Lessor's interest in Leased Property hereunder, Lessee shall
pay to the order of the Agent (or Lessor if the Lease Participant Amounts and
the Loans have been paid in full) the Lease Balance or Leased Property Balance,
as applicable, plus any amount due pursuant to Section 7.5(f) of the Master
Agreement as a result of such purchase by wire transfer of immediately
available funds, and (iii) Lessor will execute and deliver to Lessee such other
documents, including releases, termination agreements and termination
statements, as may be legally required or as may be reasonably requested by
Lessee in

<PAGE> 29

order to effect such conveyance, free and clear of Lessor Liens and the Liens
of the Operative Documents.

(b) Lessee shall, at Lessee's sole cost and expense, obtain all
required governmental and regulatory approval and consents and shall make such
filings as required by Applicable Law; in the event that Lessor is required by
Applicable Law to take any action in connection with such purchase and sale,
Lessee shall pay all costs incurred by Lessor in connection therewith. In
addition, all charges incident to such conveyance, including, without
limitation, Lessee's attorneys' fees, Lessor's attorneys' fees, commissions,
Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and
all applicable documentary transfer or other transfer taxes and other taxes
required to be paid in order to record the transfer documents that might be
imposed by reason of such conveyance and the delivery of such deed shall be
borne entirely and paid by Lessee.

(c) Upon expiration or termination of this Lease resulting in
conveyance of Lessor's interest in the title to the Leased Properties to
Lessee, there shall be no apportionment of rents (including, without
limitation, water rents and sewer rents), taxes, insurance, utility charges or
other charges payable with respect to the Leased Properties, all of such rents,
taxes, insurance, utility or other charges due and payable with respect to the
Leased Properties prior to termination being payable by Lessee hereunder and
all due after such time being payable by Lessee as the then owner of the Leased
Properties.

Section 14.6 Option to Remarket. Subject to the fulfillment of each of
the conditions set forth in this Section 14.6, Lessee shall have the option to
market all of, but not less than all of, the Leased Properties for Lessor (the
"Remarketing Option").

Lessee's effective exercise and consummation of the Remarketing Option
shall be subject to the due and timely fulfillment of each of the following
provisions, the failure of any of which shall render the Remarketing Option and
Lessee's exercise thereof null and void, in which event, Lessee shall be
obligated to perform its obligations under Section 14.2.

(a) Not later than whichever is applicable of (i) twelve
months prior to the Lease Termination Date or (ii) ten Business Days
after the occurrence of a Non-Completion Event, Lessee shall give to
Lessor and the Agent written notice of Lessee's exercise of the
Remarketing Option which exercise shall be irrevocable and shall state
whether Lessee has exercised the Remarketing Option.

<PAGE> 30

(b) Not later than whichever is applicable of (i) ten (10)
Business Days prior to the Lease Termination Date or ten Business Days
after the occurrence of the Non-Completion Event, Lessee shall deliver
to Lessor and the Agent an environmental assessment of each Leased
Property dated not later than forty-five (45) days prior to the Lease
Termination Date. Such environmental assessment shall be prepared by
an environmental consultant selected by the Required Funding Parties,
shall be in form, detail and substance reasonably satisfactory to the
Required Funding Parties, and shall otherwise indicate the
environmental condition of each Leased Property to be the same as
described in the related Environmental Audit.

(c) On the date of Lessee's notice to Lessor and the Agent of
Lessee's exercise of the Remarketing Option each of the Construction
Conditions shall have been timely satisfied (except in the case of a
Non-Completion Event) and no Event of Default or Potential Event of
Default shall exist, and thereafter, no Event of Default or Potential
Event of Default shall exist under this Lease.

(d) Except in the case of a Non-Completion Event, Lessee
shall have completed all Alterations, restoration and rebuilding of
the Leased Properties pursuant to Sections 6.1, 6.2, 10.3 and 10.4 (as
the case may be) and shall have fulfilled all of the conditions and
requirements in connection therewith pursuant to said Sections, in
each case by the date on which Lessor and the Agent receive Lessee's
notice of Lessee's exercise of the Remarketing Option (time being of
the essence), regardless of whether the same shall be within Lessee's
control.

(e) Lessee shall promptly provide any maintenance records
relating to each Leased Property to Lessor, the Agent and any
potential purchaser upon request, and shall otherwise do all things
necessary to deliver possession of such Leased Property to the
purchaser. Lessee shall allow Lessor, the Agent and any potential
purchaser access to any Leased Property for the purpose of inspecting
the same.

(f) On the Lease Termination Date, Lessee shall surrender the
Leased Properties in accordance with Section 14.8 hereof.

(g) In connection with any such sale of the Leased
Properties, Lessee will provide to the purchaser all customary
"seller's" indemnities, representations and warranties regarding
title, absence of Liens (except Lessor Liens) and the condition of the
Leased Properties,

<PAGE> 31

including, without limitation, an environmental indemnity. Lessee
shall fulfill all of the requirements set forth in clause (b) of
Section 14.5, and such requirements are incorporated herein by
reference. As to Lessor, any such sale shall be made on an "as is,
with all faults" basis without representation or warranty by Lessor,
other than the absence of Lessor Liens.

(h) In connection with any such sale of Leased Properties,
Lessee shall pay directly, and not from the sale proceeds, all
prorations, credits, costs and expenses of the sale of the Leased
Properties, whether incurred by Lessor, any Lease Participant, any
Lender, the Agent or Lessee, including without limitation, the cost of
all title insurance, surveys, environmental reports, appraisals,
transfer taxes, Lessor's and the Agent's attorneys' fees, Lessee's
attorneys' fees, commissions, escrow fees, recording fees, and all
applicable documentary and other transfer taxes.

(i) Lessee shall pay to the Agent on the Lease Termination
Date (or to such other Person as Agent shall notify Lessee in writing,
or in the case of Supplemental Rent, to the Person entitled thereto)
an amount equal to the Recourse Deficiency Amount (or, in the case of
a Non- Completion Event, the Completion Costs Payment), plus all Basic
Rent and Supplemental Rent, and all other amounts hereunder which have
accrued prior to or as of such date, in the type of funds specified in
Section 3.3 hereof.

If Lessee has exercised the Remarketing Option, the following additional
provisions shall apply: During the period commencing on the date twelve months
prior to the scheduled expiration of the Lease Term or, with respect to a
Non-Completion Event, the date of Lessee's notice pursuant to Section 14.6(a),
Lessee shall, as nonexclusive agent for Lessor, use commercially reasonable
efforts to sell Lessor's interest in the Leased Properties and will attempt to
obtain the highest purchase price therefor. All such marketing of the Leased
Properties shall be at Lessee's sole expense. Lessee shall submit all bids to
Lessor and the Agent and Lessor and the Agent will have the right to review the
same and the right to submit any one or more bids. All bids shall be on an
all-cash basis. In no event shall such bidder be Lessee or any Subsidiary or
Affiliate of Lessee. The written offer must specify the Lease Termination Date
as the closing date. If, and only if, the selling price (net of closing costs
and prorations, as reasonably estimated by the Agent) is less than the
difference between the Lease Balance at such time minus the Recourse Deficiency
Amount, then Lessor or the Agent may, in its sole and absolute discretion, by
notice to Lessee,

<PAGE> 32

reject such offer to purchase, in which event the parties will proceed
according to the provisions of Section 14.7 hereof. If neither Lessor nor the
Agent rejects such purchase offer as provided above, the closing of such
purchase of the Leased Properties by such purchaser shall occur on the Lease
Termination Date, contemporaneously with Lessee's surrender of the Leased
Properties in accordance with Section 14.8 hereof, and the gross proceeds of
the sale (i.e., without deduction for any marketing, closing or other costs,
prorations or commissions) shall be paid directly to the Agent (or Lessor if
the Funded Amounts have been fully paid); provided, however, that if the sum of
the gross proceeds from such sale plus the Recourse Deficiency Amount (or, if a
Non-Completion Event has occurred, the Completion Costs Payment) paid by Lessee
on the Lease Termination Date pursuant to Section 14.6(i), minus any and all
costs and expenses (including broker fees, appraisal costs, legal fees and
transfer taxes) incurred by the Agent or Lessor in connection with the
marketing of the Leased Properties or the sale thereof exceeds the Lease
Balance as of such date, then the excess shall be paid to Lessee on the Lease
Termination Date. Lessee shall have no right, power or authority to bind Lessor
in connection with any proposed sale of the Leased Properties.

Section 14.7 Rejection of Sale. Notwithstanding anything contained
herein to the contrary, if Lessor or the Agent rejects the purchase offer for
the Leased Properties as provided in Section 14.6, then (a) Lessee shall pay to
the Agent the Recourse Deficiency Amount (or, if a Non-Completion Event has
occurred, the Completion Costs Payment) pursuant to Section 14.6(i), (b) Lessor
shall retain title to the Leased Properties, and (c) in addition to Lessee's
other obligations hereunder, Lessee will reimburse Lessor and the Agent, within
ten (10) Business Days after written request, for all reasonable costs and
expenses incurred by Lessor or Agent during the period ending on the first
anniversary of the Lease Termination Date in connection with the marketing,
sale, closing or transfer of the Leased Properties, which obligation shall
survive the Lease Termination Date and the termination or expiration of this
Lease.

Section 14.8 Return of Leased Property. If Lessor retains title to any
Leased Property pursuant to Section 14.7 hereof then Lessee shall, on the Lease
Termination Date, and at its own expense, return possession of such Leased
Property to Lessor for retention by Lessor or, if Lessee properly exercises the
Remarketing Option and fulfills all of the conditions of Section 14.6 hereof
and neither Lessor nor the Agent rejects such purchase offer pursuant to
Section 14.6, then Lessee shall, on such Lease Termination Date, and at its own
cost, transfer possession of the Leased Property to the independent purchaser
thereof, in each case by surrendering the same into the

<PAGE> 33

possession of Lessor or such purchaser, as the case may be, free and clear of
all Liens other than Lessor Liens, in as good condition as it was on the
Completion Date (as modified by Alterations permitted by this Lease), ordinary
wear and tear excepted, and in compliance in all material respects with
Applicable Law. Lessee shall, on and within a reasonable time before and after
the Lease Termination Date, cooperate with Lessor and the independent purchaser
of such Leased Property in order to facilitate the ownership and operation by
such purchaser of such Leased Property after the Lease Termination Date, which
cooperation shall include the following, all of which Lessee shall do on or
before the Lease Termination Date or as soon thereafter as is reasonably
practicable: providing all books and records regarding the maintenance and
ownership of such Leased Property and all know-how, data and technical
information relating thereto, providing a copy of the Plans and Specifications,
granting or assigning all licenses (to the extent assignable) necessary for the
operation and maintenance of such Leased Property, and cooperating in seeking
and obtaining all necessary Governmental Action. Lessee shall have also paid
the cost of all Alterations commenced prior to the Lease Termination Date. The
obligations of Lessee under this Article XIV shall survive the expiration or
termination of this Lease.

Section 14.9 Renewal. Subject to the conditions set forth herein,
Lessee may, by written notice to Lessor and the Agent given not later than
twelve months and not earlier than sixteen months, prior to the Lease
Termination Date then in effect, renew this Lease, for up to five years
commencing on the date following the Lease Termination Date then in effect,
provided that Lessee may only exercise such renewal option once. No later than
the date that is 45 days after the date the request to renew has been delivered
to each of Lessor and the Agent, the Agent will notify Lessee whether or not
Lessor, the Lease Participants and the Lenders consent to such renewal request
(which consent, in the case of Lessor, the Lease Participants and the Lenders,
may be granted or denied in their sole discretion, and may be conditioned on
such conditions precedent as may be specified by Lessor, the Lease Participants
and the Lenders). If the Agent fails to respond within such time frame, such
failure shall be deemed to be a rejection of such request. If the Agent
notifies Lessee of Lessor's, the Lease Participants' and the Lenders' consent
to such renewal, such renewal shall be effective. Any renewal of this Lease
shall be on the same terms and conditions as are set forth herein for the
original Lease Term, except that the amount of Basic Rent to be paid by Lessee
shall be as mutually agreed upon among Lessee, Lessor, the Lease Participants
and the Lenders prior to such renewal.

<PAGE> 34

ARTICLE XV.
LESSEE'S EQUIPMENT

After any repossession of any Leased Property (whether or not this
Lease has been terminated), Lessee, at its expense and so long as such removal
of such Alteration shall not result in a violation of Applicable Law, shall,
within a reasonable time after such repossession or within sixty (60) days
after Lessee's receipt of Lessor's written request (whichever shall first
occur), remove all of Lessee's trade fixtures, personal property and equipment
from such Leased Property (to the extent that the same can be readily removed
from such Leased Property without causing material damage to such Leased
Property); provided, however, that Lessee shall not remove any such trade
fixtures, personal property or equipment that (i) has been financed by Lessor
under the Operative Documents or otherwise constituting Leased Property (or
that constitutes a replacement of such property) or (ii) with respect to which
Lessor notifies Lessee that it is exercising its purchase option (in which
case, Lessor shall pay to Lessee the fair market value of such trade fixture,
personal property or equipment on such date of repossession and Lessee shall
execute and deliver a bill of sale therefor to Lessor), provided that the
purchase option set forth in this clause (ii) shall not apply to Lessee's
inventory. Any of Lessee's trade fixtures, personal property and equipment not
so removed by Lessee within such period shall be considered abandoned by
Lessee, and title thereto shall without further act vest in Lessor, and may be
appropriated, sold, destroyed or otherwise disposed of by Lessor without notice
to Lessee and without obligation to account therefor and Lessee will pay
Lessor, upon written demand, all reasonable costs and expenses incurred by
Lessor in removing, storing or disposing of the same and all costs and expenses
incurred by Lessor to repair any damage to such Leased Property caused by such
removal. Lessee will immediately repair at its expense all damage to such
Leased Property caused by any such removal (unless such removal is effected by
Lessor, in which event Lessee shall pay all reasonable costs and expenses
incurred by Lessor for such repairs). Lessor shall have no liability in
exercising Lessor's rights under this Article XV except as set forth in clause
(ii) of the first sentence hereof, nor shall Lessor be responsible for any loss
of or damage to Lessee's personal property and equipment.

ARTICLE XVI.
RIGHT TO PERFORM FOR LESSEE

If Lessee shall fail to perform or comply with any of its agreements
contained herein, Lessor may perform or comply with such agreement (after
giving five days' prior notice thereof to

<PAGE> 35

Lessee which prior notice shall not be required if in Lessor's good faith
judgment a Material Adverse Effect could occur without earlier performance or
compliance), and Lessor shall not thereby be deemed to have waived any default
caused by such failure, and the amount of such payment and the amount of the
expenses of Lessor (including actual and reasonable attorneys' fees and
expenses) incurred in connection with such payment or the performance of or
compliance with such agreement, as the case may be, shall be deemed
Supplemental Rent, payable by Lessee to Lessor within thirty (30) days after
written demand therefor.

ARTICLE XVII.
MISCELLANEOUS

Section 17.1 Reports. To the extent required under Applicable Law and
to the extent it is reasonably practical for Lessee to do so, Lessee shall
prepare and file in timely fashion, or, where such filing is required to be
made by Lessor or it is otherwise not reasonably practical for Lessee to make
such filing, Lessee shall prepare and deliver to Lessor (with a copy to the
Agent) within a reasonable time prior to the date for filing and Lessor shall
file, any material reports with respect to the condition or operation of such
Leased Property that shall be required to be filed with any Governmental
Authority.

Section 17.2 Binding Effect; Successors and Assigns; Survival. The
terms and provisions of this Lease, and the respective rights and obligations
hereunder of Lessor and Lessee, shall be binding upon their respective
successors, legal representatives and assigns (including, in the case of
Lessor, any Person to whom Lessor may transfer any Leased Property or any
interest therein in accordance with the provisions of the Operative Documents),
and inure to the benefit of their respective permitted successors and assigns,
and the rights hereunder of the Agent, the Lease Participants and the Lenders
shall inure (subject to such conditions as are contained herein) to the benefit
of their respective permitted successors and assigns. Lessee hereby
acknowledges that Lessor has assigned all of its right, title and interest to,
in and under this Lease to the Agent, the Lease Participants and the Lenders,
and that all of Lessor's rights hereunder may be exercised by the Agent.

Section 17.3 Quiet Enjoyment. Lessor covenants that it will not
interfere in Lessee's or any of its permitted sublessees' quiet enjoyment of
the Leased Properties in accordance with this Lease during the Lease Term, so
long as no Event of Default has occurred and is continuing. Such right of quiet
enjoyment is independent of, and shall not affect, Lessor's

<PAGE> 36

rights otherwise to initiate legal action to enforce the obligations of Lessee
under this Lease.

Section 17.4 Notices. Unless otherwise specified herein, all notices,
offers, acceptances, rejections, consents, requests, demands or other
communications to or upon the respective parties hereto shall be in writing and
shall be deemed to have been given as set forth in Section 8.2 of the Master
Agreement. All such notices, offers, acceptances, rejections, consents,
requests, demands or other communications shall be addressed as follows or to
such other address as any of the parties hereto may designate by written
notice:

If to Lessor: SunTrust Banks, Inc.
c/o SunTrust Capital Markets
303 Peachtree Street
24th Floor
Mail Code 3943
Atlanta, Georgia 30308

If to Lessee: ChoicePoint Inc.
1000 Alderman Drive
Alpharetta, Georgia 30302
Attn: Chief Financial Officer

If to Agent: SunTrust Bank, Atlanta
25 Park Place
Atlanta, Georgia 30303
Attn: Center 127 Atlanta
Corporate Banking

If to a Lease Participant or Lender, to the address provided in the
Master Agreement.

Section 17.5 Severability. Any provision of this Lease that shall be
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction, and Lessee shall remain
liable to perform its obligations hereunder except to the extent of such
unenforceability. To the extent permitted by Applicable Law, Lessee hereby
waives any provision of law that renders any provision hereof prohibited or
unenforceable in any respect.

Section 17.6 Amendment; Complete Agreements. Neither this Lease nor
any of the terms hereof may be terminated, amended, supplemented, waived or
modified orally, except by an instrument

<PAGE> 37

in writing signed by Lessor and Lessee in accordance with the provisions of
Section 8.4 of the Master Agreement. This Lease, together with the other
Operative Documents, is intended by the parties as a final expression of their
lease agreement and as a complete and exclusive statement of the terms thereof,
all negotiations, considerations and representations between the parties having
been incorporated herein and therein. No course of prior dealings between the
parties or their officers, employees, agents or Affiliates shall be relevant or
admissible to supplement, explain, or vary any of the terms of this Lease or
any other Operative Document. Acceptance of, or acquiescence in, a course of
performance rendered under this or any prior agreement between the parties or
their Affiliates shall not be relevant or admissible to determine the meaning
of any of the terms of this Lease or any other Operative Document. No
representations, undertakings, or agreements have been made or relied upon in
the making of this Lease other than those specifically set forth in the
Operative Documents.

Section 17.7 Construction. This Lease shall not be construed more
strictly against any one party, it being recognized that both of the parties
hereto have contributed substantially and materially to the preparation and
negotiation of this Lease.

Section 17.8 Headings. The Table of Contents and headings of the
various Articles and Sections of this Lease are for convenience of reference
only and shall not modify, define or limit any of the terms or provisions
hereof.

Section 17.9 Counterparts. This Lease may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but
one and the same instrument.

Section 17.10 GOVERNING LAW. THIS LEASE SHALL IN ALL RESPECTS BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE,
EXCEPT AS TO MATTERS RELATING TO THE CREATION OF THE LEASEHOLD ESTATES
HEREUNDER, AND THE EXERCISE OF RIGHTS AND REMEDIES WITH RESPECT THERETO, WHICH
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATES IN
WHICH SUCH ESTATES ARE LOCATED.

Section 17.11 Discharge of Lessee's Obligations by its Affiliates.
Lessor agrees that performance of any of Lessee's obligations hereunder by one
or more of Lessee's Affiliates or one or more of Lessee's sublessees of the
Leased Properties or any part thereof shall constitute performance by Lessee of
such

<PAGE> 38

obligations to the same extent and with the same effect hereunder as if such
obligations were performed by Lessee, but no such performance shall excuse
Lessee from any obligation not performed by it or on its behalf under the
Operative Documents.

Section 17.12 Liability of Lessor Limited. Except as otherwise
expressly provided below in this Section 17.12, it is expressly understood and
agreed by and between Lessee, Lessor and their respective successors and
assigns that nothing herein contained shall be construed as creating any
liability of Lessor or any of its Affiliates or any of their respective
officers, directors, employees or agents, individually or personally, to
perform any covenant, either express or implied, contained herein, all such
liability, if any, being expressly waived by Lessee and by each and every
Person now or hereafter claiming by, through or under Lessee, and that, so far
as Lessor or any of its Affiliates or any of their respective officers,
directors, employees or agents, individually or personally, is concerned,
Lessee and any Person claiming by, through or under Lessee shall look solely to
the right, title and interest of Lessor in the Leased Properties and any
proceeds from Lessor's sale or encumbrance thereof (provided, however, that
Lessee shall not be entitled to any double recovery) for the performance of any
obligation under this Lease and under the Operative Documents and the
satisfaction of any liability arising therefrom.

Section 17.13 Estoppel Certificates. Each party hereto agrees that at
any time and from time to time during the Lease Term, it will promptly, but in
no event later than thirty (30) days after request by the other party hereto,
execute, acknowledge and deliver to such other party or to any prospective
purchaser (if such prospective purchaser has signed a commitment or letter of
intent to purchase any Leased Property or any part thereof or any Note or Lease
Participation), assignee or mortgagee or third party designated by such other
party, a certificate stating (a) that this Lease is unmodified and in force and
effect (or if there have been modifications, that this Lease is in force and
effect as modified, and identifying the modification agreements); (b) the date
to which Basic Rent has been paid; (c) whether or not there is any existing
default by Lessee in the payment of Basic Rent or any other sum of money
hereunder, and whether or not there is any other existing default by either
party with respect to which a notice of default has been served, and, if there
is any such default, specifying the nature and extent thereof; (d) whether or
not, to the knowledge of the signer after due inquiry and investigation, there
are any setoffs, defenses or counterclaims against enforcement of the
obligations to be performed hereunder existing in favor of the party executing
such certificate and (e) other items that may be reasonably requested; provided
that no such certificate may be

<PAGE> 39

requested unless the requesting party has a good faith reason for
such request.

Section 17.14 No Joint Venture. Any intention to create a joint
venture or partnership relation between Lessor and Lessee is hereby expressly
disclaimed.

Section 17.15 No Accord and Satisfaction. The acceptance by Lessor of
any sums from Lessee (whether as Basic Rent or otherwise) in amounts which are
less than the amounts due and payable by Lessee hereunder is not intended, nor
shall be construed, to constitute an accord and satisfaction of any dispute
between Lessor and Lessee regarding sums due and payable by Lessee hereunder,
unless Lessor specifically deems it as such in writing.

Section 17.16 No Merger. In no event shall the leasehold interests,
estates or rights of Lessee hereunder, or of the holder of any Notes secured by
a security interest in this Lease, or of any Lease Participant, merge with any
interests, estates or rights of Lessor in or to the Leased Properties, it being
understood that such leasehold interests, estates and rights of Lessee
hereunder, and of the holder of any Notes secured by a security interest in
this Lease, and of the Lease Participants, shall be deemed to be separate and
distinct from Lessor's interests, estates and rights in or to the Leased
Properties, notwithstanding that any such interests, estates or rights shall at
any time or times be held by or vested in the same person, corporation or other
entity.

Section 17.17 Survival. The obligations of Lessee to be performed
under this Lease prior to the Lease Termination Date and the obligations of
Lessee pursuant to Article III, Articles X, XI, XIII, Sections 14.2, 14.3,
14.4, 14.5, 14.8, Articles XIV, XV, and XVI, and Sections 17.10 and 17.12 shall
survive the expiration or termination of this Lease. The extension of any
applicable statute of limitations by Lessor, Lessee, the Agent or any
Indemnitee shall not affect such survival.

Section 17.18 Chattel Paper. To the extent that this Lease constitutes
chattel paper (as such term is defined in the Uniform Commercial Code in any
applicable jurisdiction), no security interest in this Lease may be created
through the transfer or possession of any counterpart other than the original
counterpart, which shall be identified as the original counterpart by the
receipt of the Agent.

Section 17.19 Time of Essence. Time is of the essence of
this Lease.

<PAGE> 40

Section 17.20 Recordation of Lease. Lessee will, at its expense, cause
this Lease or memorandum of lease (if permitted by Applicable Law) to be
recorded in the proper office or offices in the States and the municipalities
in which the Land is located.

Section 17.21 Investment of Security Funds. Any amounts not payable to
Lessee pursuant to any provision of Article VIII, X or XIV or this Section
17.21 solely because an Event of Default shall have occurred and be continuing
shall be held by the Agent (or Lessor if the Funded Amounts have been fully
paid) as security for the obligations of Lessee under this Lease and the Master
Agreement. At such time as no Event of Default shall be continuing, such
amounts, net of any amounts previously applied to Lessee's obligations
hereunder or under the Master Agreement, shall be paid to Lessee. Any such
amounts which are held by the Agent (or Lessor if the Funded Amounts have been
fully paid) pending payment to Lessee shall until paid to Lessee, as provided
hereunder or, as long as the Lease Participation Agreement or the Loan
Agreement is in effect, until applied against Lessee's obligations herein and
under the Master Agreement and distributed as provided in the Lease
Participation Agreement and the Loan Agreement or herein (after the Lease
Participation Agreement and the Loan Agreement are no longer in effect) in
connection with any exercise of remedies hereunder, be invested by the Agent or
Lessor, as the case may be as directed from time to time in writing by Lessee
(provided, however, if an Event of Default has occurred and is continuing it
will be directed by the Agent or, if the Funded Amounts have been fully paid,
Lessor) and at the expense and risk of Lessee, in Permitted Investments. Any
gain (including interest received) realized as the result of any such
investment (net of any fees, commissions and other expenses, if any, incurred
in connection with such investment) shall be applied in the same manner as the
principal invested.

[Signature pages follow]

<PAGE> 41

IN WITNESS WHEREOF, the undersigned have each caused this Lease
Agreement to be duly executed and delivered and attested by their respective
officers thereunto duly authorized as of the day and year first above written.

CHOICEPOINT INC.
as Lessee

By/s/ Doug C. Curling
----------------------------
Name: Doug C. Curling
Title: Executive Vice President - CFO

S-1

<PAGE> 42

SUNTRUST BANKS, INC., as Lessor

By/s/ R.C. Shufeldt
------------------------------
Name: R.C. Shufeldt
Title: SVP

S-2

<PAGE> 43

Recording requested by EXHIBIT A TO
and when recorded mail to: THE LEASE
------------
- ------------------------------------
- ------------------------------------
- ------------------------------------
- ------------------------------------

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

LEASE SUPPLEMENT NO. __ AND MEMORANDUM OF LEASE

THIS LEASE SUPPLEMENT NO. __ (this "Lease Supplement") dated as of
[ ], between SUNTRUST BANKS, INC., as the lessor (the "Lessor"),
and CHOICEPOINT INC., a Georgia corporation, as lessee (the "Lessee").

WHEREAS Lessor is the owner of the Land described on Schedule I hereto
and wishes to lease the Land together with any Building and other improvements
thereon or which thereafter may be constructed thereon pursuant to the Lease to
Lessee;

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

SECTION 1. Definitions; Interpretation. For purposes of this Lease
Supplement, capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to them in Appendix A to the Lease Agreement,
dated as of July 31, 1997, between Lessee and Lessor; and the rules of
interpretation set forth in Appendix A to the Lease shall apply to this Lease
Supplement.

SECTION 2. The Properties. Attached hereto as Schedule I is the
description of certain Land (the "Subject Property"). Effective upon the
execution and delivery of this Lease Supplement by Lessor and Lessee, such
Land, together with any Building and other improvements thereon or which
thereafter may be constructed thereon pursuant to the Lease shall be subject to
the terms and provisions of the Lease and Lessor hereby grants, conveys,
transfers and assigns to Lessee those interests, rights, titles, estates,
powers and privileges provided for in the Lease with respect to the Subject
Property.

SECTION 3. Amendments to Lease with Respect to Subject Property.
Effective upon the execution and delivery of this Lease Supplement by

A-1

<PAGE> 44

Lessor and Lessee, the following terms and provisions shall apply to the Lease
with respect to the Subject Property:

[Insert Applicable Sections per Local Law]

SECTION 4. Ratification; Incorporation. Except as specifically
modified hereby, the terms and provisions of the Lease are hereby ratified and
confirmed and remain in full force and effect. The terms of the Lease (as
amended by this Lease Supplement) are by this reference incorporated herein and
made a part hereof.

SECTION 5. Original Lease Supplement. The single executed original of
this Lease Supplement marked "THIS COUNTERPART IS THE ORIGINAL EXECUTED
COUNTERPART" on the signature page thereof and containing the receipt of the
Agent therefor on or following the signature page thereof shall be the original
executed counterpart of this Lease Supplement (the "Original Executed
Counterpart"). To the extent that this Lease Supplement constitutes chattel
paper, as such term is defined in the Uniform Commercial Code as in effect in
any applicable jurisdiction, no security interest in this Lease Supplement may
be created through the transfer or possession of any counterpart other than the
Original Executed Counterpart.

SECTION 6. GOVERNING LAW. THIS LEASE SUPPLEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF GEORGIA, BUT EXCLUDING
ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES OF SUCH STATE, EXCEPT AS TO
MATTERS RELATING TO THE CREATION OF THE LEASEHOLD ESTATE HEREUNDER, AND THE
EXERCISE OF RIGHTS AND REMEDIES WITH RESPECT THERETO, WHICH SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE IN WHICH SUCH ESTATE
IS LOCATED.

SECTION 7. Counterpart Execution. This Lease Supplement may be
executed in any number of counterparts and by each of the parties
hereto in separate counterparts, all such counterparts together
constituting but one and the same instrument.

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<PAGE> 45

IN WITNESS WHEREOF, each of the parties hereto has caused this Lease
Supplement to be duly executed by an officer thereunto duly authorized as of
the date and year first above written.

SUNTRUST BANKS, INC., as the Lessor

By
--------------------------------
Name:
Title:

CHOICEPOINT INC., as the Lessee

By
--------------------------------
Name:
Title:

S-1

<PAGE> 46

STATE OF _________________ )
) ss.:
COUNTY OF ________________ )

The foregoing Lease Supplement was acknowledged before me, the
undersigned Notary Public, in the County of ______________, ____ ____, this
_____ day of __________, _______________, by _____________________, as
____________________ of SunTrust Banks, Inc., on behalf of such corporation.

[Notarial Seal] -----------------------------------
Notary Public

My commission expires: _____________

STATE OF _________________ )
) ss.:
COUNTY OF ________________ )

The foregoing Lease Supplement was acknowledged before me, the
undersigned Notary Public, in the County of ______________, ___ ____, this
_____ day of __________, __________, by ___________, as _____________, of
ChoicePoint Inc., a Georgia corporation, on behalf of the corporation.

[Notarial Seal] -----------------------------------
Notary Public

My commission expires: ______________

S-2

<PAGE> 47

Receipt of this original counterpart of the foregoing Lease Supplement is
hereby acknowledged as of the date hereof.

SUNTRUST BANK, ATLANTA, as the
Agent

By
----------------------------
Name:
Title:

S-3

<PAGE> 48
APPENDIX A
to
Master Agreement, Lease,
Loan Agreement, Construction Agency Agreement
and Lease Participation Agreement

DEFINITIONS AND INTERPRETATION

A. Interpretation. In each Operative Document, unless a
clear contrary intention appears:

(i) the singular number includes the plural number and
vice versa;

(ii) reference to any Person includes such Person's
successors and assigns but, if applicable, only if such successors and
assigns are permitted by the Operative Documents;

(iii) reference to any gender includes each other
gender;

(iv) reference to any agreement (including any Operative
Document), document or instrument means such agreement, document or
instrument as amended, supplemented or modified and in effect from
time to time in accordance with the terms thereof and, if applicable,
the terms of the other Operative Documents and reference to any
promissory note includes any promissory note which is an extension or
renewal thereof or a substitute or replacement therefor;

(v) reference to any Applicable Law means such Applicable Law
as amended, modified, codified, replaced or reenacted, in whole or in
part, and in effect from time to time, including rules and regulations
promulgated thereunder and reference to any section or other provision
of any Applicable Law means that provision of such Applicable Law from
time to time in effect and constituting the substantive amendment,
modification, codification, replacement or reenactment of such section
or other provision;

(vi) reference in any Operative Document to any Article,
Section, Appendix, Schedule or Exhibit means such Article or Section
thereof or Appendix, Schedule or Exhibit thereto;

(vii) "hereunder", "hereof", "hereto" and words of similar
import shall be deemed references to an Operative Document as a whole
and not to any particular Article, Section or other provision hereof;

<PAGE> 49

(viii) "including" (and with correlative meaning "include")
means including without limiting the generality of any description
preceding such term;

(ix) "or" is not exclusive; and

(x) relative to the determination of any period of time,
"from" means "from and including" and "to" means "to but excluding".

B. Accounting Terms. In each Operative Document, unless
expressly otherwise provided, accounting terms shall be construed
and interpreted, and accounting determinations and computations

shall be made, in accordance with GAAP.

C. Conflict in Operative Documents. If there is any conflict
between any Operative Documents, such Operative Document shall be interpreted
and construed, if possible, so as to avoid or minimize such conflict but, to
the extent (and only to the extent) of such conflict, the Master Agreement
shall prevail and control.

D. Legal Representation of the Parties. The Operative Documents
were negotiated by the parties with the benefit of legal representation and any
rule of construction or interpretation otherwise requiring the Operative
Document to be construed or interpreted against any party shall not apply to
any construction or interpretation hereof or thereof.

E. Defined Terms. Unless a clear contrary intention
appears, terms defined herein have the respective indicated meanings when used
in each Operative Document.

"A Loan" means the A Percentage of Loans made by Lenders pursuant to
the Loan Agreement and the Master Agreement.

"A Note" is defined in Section 2.2 of the Loan Agreement.

"A Percentage" means 80%.

"Acquisition" means any transaction or series of related transactions
for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of a Person, or of any business or
division of a Person, (b) the acquisition of in excess of 50% of the capital
stock, partnership interests, membership interests or equity of any Person, or
otherwise causing any Person to become a Subsidiary, or (c) a merger or
consolidation or any other combination with another Person (other than a Person
that is a Subsidiary).

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<PAGE> 50

"Affiliate" of any Person means any other Person directly or
indirectly controlling, controlled by or under common control with, such
Person, whether through the ownership of voting securities or by contract or
otherwise. For purposes of this definition, the term "control" (including the
correlative meanings of the terms "controlling," "controlled by" and "under
common control with"), as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of that Person.

"After-Tax Basis" means (a) with respect to any payment to be received
by an Indemnitee (which, for purposes of this definition, shall include any Tax
Indemnitee), the amount of such payment supplemented by a further payment or
payments so that, after deducting from such payments the amount of all Taxes
(net of any current credits, deductions or other Tax benefits arising from the
payment by the Indemnitee of any amount, including Taxes, for which the payment
to be received is made) imposed currently on the Indemnitee by any Governmental
Authority or taxing authority with respect to such payments, the balance of
such payments shall be equal to the original payment to be received and (b)
with respect to any payment to be made by any Indemnitee, the amount of such
payment supplemented by a further payment or payments so that, after increasing
such payment by the amount of any current credits or other Tax benefits
realized by the Indemnitee under the laws of any Governmental Authority or
taxing authority resulting from the making of such payments, the sum of such
payments (net of such credits or benefits) shall be equal to the original
payment to be made; provided, however, for the purposes of this definition, and
for purposes of any payment to be made to either the Lessee or an Indemnitee on
an after-tax basis, it shall be assumed that (i) federal, state and local taxes
are payable at the highest combined marginal federal and state statutory income
tax rate (taking into account the deductibility of state income taxes for
federal income tax purposes) applicable to corporations from time to time and
(ii) such Indemnitee or the Lessee has sufficient income to utilize any
deductions, credits (other than foreign tax credits, the use of which shall be
determined on an actual basis) and other Tax benefits arising from any payments
described in clause (b) of this definition.

"Agent" means SunTrust Bank, Atlanta, a Georgia banking corporation,
in its capacity as agent under the Master Agreement, the Lease Participation
Agreement and the Loan Agreement.

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<PAGE> 51

"Aggregate Construction Costs" means the aggregate amount of all
development, transaction and closing costs incurred by the Lessee, including
all acquisition costs for any improvements and capitalized expenses, but
excluding the purchase price of the Land.

"Alterations" means, with respect to any Leased Property, fixtures,
alterations, improvements, modifications and additions to such Leased Property.

"Alternative Rate" means, for any period, an interest rate per annum
equal to the rate of interest most recently announced by the Agent in Atlanta,
Georgia from time to time as its prime lending rate (or other comparable
reference rate) for calculating interest on certain loans, which need not be
the lowest interest rate charged by such bank. If such prime lending rate or
equivalent of such bank changes from time to time after the date hereof, the
Alternative Rate shall be automatically increased or decreased, as the case may
be, without notice to the Lessee as of the effective time of each change in
such prime lending rate or equivalent.

"Applicable Law" means all existing and future applicable laws
(including Environmental Laws), rules, regulations (including proposed,
temporary and final income tax regulations), statutes, treaties, codes,
ordinances, permits, certificates, orders and licenses of and interpretations
by, any Governmental Authority, and applicable judgments, decrees, injunctions,
writs, orders or like action of any court, arbitrator or other administrative,
judicial or quasi-judicial tribunal or agency of competent jurisdiction
(including those pertaining to health, safety or the environment (including,
without limitation, wetlands) and those pertaining to the construction, use or
occupancy of any Leased Property) and any restrictive covenant or deed
restriction or easement of record affecting any Leased Property.

"Applicable Margin" means the percentage designated on the chart set
forth below based on Lessee's ratio of Funded Debt to Consolidated EBITDA,
measured quarterly, effective in the first fiscal quarter immediately following
the date of delivery of the Compliance Certificate to the Agent:

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<PAGE> 52

<TABLE>
<CAPTION>
FUNDED DEBT TO
CONSOLIDATED APPLICABLE
EBITDA RATIO MARGIN
- ------------ ----------
<S> <C>
Greater than or Equal to 3.0:1.0 0.625%

Less than 3.0:1.0 and Greater
than or Equal to 2.5:1.0 0.50%

Less than 2.5:1.0 and Greater
than or Equal to 2.0:1.0 0.425%

Less than 2.0:1.0 0.35%
</TABLE>

For purposes of the foregoing, (i) the Applicable Margin on the initial Closing
Date is 0.35% and shall remain 0.35% through and including September 30, 1997
(by way of example, as of the first day of the third fiscal quarter of Lessee,
the Applicable Margin shall be calculated based upon the ratio of Funded Debt
to Consolidated EBITDA of the Lessee reported in the Compliance Certificate
delivered by the Lessee for the first fiscal quarter of such fiscal year of
Lessee); and (ii) if the Lessee fails to provide the Compliance Certificate and
related financial statements required by Section 5.1 of the Master Agreement
within the applicable time period set forth therein, the Applicable Margin
shall be adjusted to 0.625% on the first day of the following fiscal quarter
until such Compliance Certificate and related financial statements are
delivered.

"Appraisal" is defined in Section 3.1 of the Master Agreement.

"Appraiser" means an MAI appraiser satisfactory to the Agent
and the Lessor.

"Architect" means with respect to any Leased Property the architect
engaged in connection with the construction of the related Building, who may be
an employee of the General Contractor for such Leased Property.

"Architect's Agreement" means, with respect to any Leased Property,
the architectural services agreement, if any, between the Lessee and the
related Architect.

"Assignment of Lease and Rents" means, with respect to any Leased
Property, the Assignment of Lease and Rents, dated as of the related Closing
Date, from the Lessor to the Agent, substantially in the form of Exhibit B to
the Master Agreement.

"Awards" means any award or payment received by or payable
to the Lessor or the Lessee on account of any Condemnation or

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<PAGE> 53

Event of Taking (less the actual costs, fees and expenses incurred in the
collection thereof, for which the Person incurring the same shall be reimbursed
from such award or payment).

"B Loan" means the B Percentage of Loans made by a Lender pursuant to
the Loan Agreement and the Master Agreement.

"B Note" is defined in Section 2.2 of the Loan Agreement.

"B Percentage" means 20%.

"Bankruptcy Code" means the Bankruptcy Reform Act of 1978,
as amended.

"Basic Rent" means, for any Lease Term, the rent payable pursuant to
Section 3.1 of the Lease, determined in accordance with the following: each
installment of Basic Rent payable on any Payment Date shall be in an amount
equal to the sum of (A) the aggregate amount of Lender Basic Rent payable on
such Payment Date, plus (B) the aggregate amount of Lessor Basic Rent payable
on such Payment Date, in each case for the Leased Property or Properties that
are then subject to the Lease.

"Board of Directors", with respect to a corporation, means either the
Board of Directors or any duly authorized committee of that Board which
pursuant to the by-laws of such corporation has the same authority as that
Board as to the matter at issue.

"Building" means, with respect to any Leased Property, the buildings,
structures and improvements located or to be located on the related Land, along
with all fixtures used or useful in connection with the operation of such
Leased Property, including, without limitation, all furnaces, boilers,
compressors, elevators, fittings, pipings, connectives, conduits, ducts,
partitions, equipment and apparatus of every kind and description now or
hereafter affixed or attached or used or useful in connection with the
Building, all equipment financed by the Lessor and/or the Lenders and the Lease
Participants and all Alterations (including all restorations, repairs,
replacements and rebuilding of such buildings, improvements and structures)
thereto (but in each case excluding trade fixtures financed other than by the
Lessor, the Lease Participant or the Lenders).

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<PAGE> 54

"Business Day" means any day other than a Saturday, Sunday or other
day on which banks are required or authorized to be closed for business in
Atlanta, Georgia and, if the applicable Business Day relates to a LIBOR
Advance, on which trading is not carried on by and between banks in the London
interbank market.

"Capital Stock" means, with respect to any Person, all capital stock
of such Person, whether voting or nonvoting, including common stock and
preferred stock of such Person.

"Casualty" means an event of damage or casualty relating to all or
part of any Leased Property that does not constitute an Event of Loss.

"CDB/Infotek" means CDB/Infotek, a California corporation.

"CERCLA" means the Comprehensive Environmental Response
Compensation and Liability Act, 42 U.S.C. ss. 9601 et. seq. and its
implementing regulations and amendments.

"CERCLIS" means the Comprehensive Environmental Response
Compensation and Liability Inventory System established pursuant
to CERCLA.

"Closing Date" means, with respect to each parcel of Land, the date on
which such Land is acquired by the Lessor and the initial Funding occurs with
respect to such Land under the Master Agreement.

"Commitment" means as to each Funding Party, its obligation to make
Fundings as investments in each Leased Property, or to make Loans to the
Lessor, or to fund a Lease Participation as the case may be, in an aggregate
amount not to exceed at any one time outstanding the amount set forth for such
Funding Party on Schedule 2.2 to the Master Agreement (as it may be adjusted
from time to time pursuant to Section 6 of the Master Agreement).

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<PAGE> 55

"Completion Costs Payment", which is payable upon the occurrence of a
Non-Completion Event, is an amount equal to the sum of (i) the acquisition cost
of the Land, (ii) the aggregate amount of all Completion Costs, up to but not
in excess of the Completion Costs Payment Limitation, and (iii) all
Supplemental Rent and other amounts owing by the Lessee under the Operative
Documents (other than any Completion Costs in excess of the Completion Costs
Payment Limitation).

"Completion Costs" means at any time the sum of (x) the aggregate
amount of all development, transaction and closing costs, including all
acquisition costs for any improvements and capitalized expenses, but excluding
the purchase price of the Land, expended or incurred by the Lessee as of the
time of a Non- Completion Event and which it will be necessary thereafter to
expend in order to achieve Completion, plus (y) all Taxes thereon.

"Completion Costs Payment Limitation" means an amount equal to 89% of
the Aggregate Construction Costs.

"Completion Date" with respect to any Leased Property means the
Business Day on which the conditions specified in Section 3.5 of the Master
Agreement have been satisfied with respect to such property.

"Compliance Certificate" shall have the meaning set forth in Section
5.1 of the Master Agreement.

"Condemnation" means any condemnation, requisition, confiscation,
seizure or other taking or sale of the use, occupancy or title to any Leased
Property or any part thereof in, by or on account of any actual eminent domain
proceeding or other action by any Governmental Authority or other Person under
the power of eminent domain or any transfer in lieu of or in anticipation
thereof, which in any case does not constitute an Event of Taking. A
Condemnation shall be deemed to have "occurred" on the earliest of the dates
that use, occupancy or title is taken.

"Consolidated Companies" means, collectively, Lessee and all
of its Subsidiaries.

"Consolidated EBIT" means, for any fiscal period of Lessee, an amount
equal to (A) the sum for such fiscal period of Consolidated Net Income (Loss)
and, to the extent deducted in determining such Consolidated Net Income (Loss),
provisions for (i) taxes based on income and (ii) Consolidated Interest
Expense, minus (B) any items of gain (or plus any items of loss) which were
included in determining such Consolidated Net Income (Loss) and were (x) not
realized in the ordinary course of business

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<PAGE> 56

(whether or not classified as "ordinary" by GAAP), (y) the result of any sale
of assets, or (z) resulting from minority investments, together in the case of
(x), (y) or (z), any related provision for taxes included in Consolidated Net
Income (Loss) with respect thereto, plus (C) non-recurring non-cash charges,
including without limitation, accruals related to any acquisition and earnouts
incurred in connection with any acquisition to the extent not paid in cash.

"Consolidated EBITDA" means, for any four fiscal-quarter period of
Lessee, an amount equal to the sum of (A) Consolidated EBIT plus (B)
depreciation and amortization expense to the extent deducted in determining
Consolidated Net Income (Loss), plus (C) without duplication, the sum of the
following items to the extent not included in Consolidated EBITDA for such
period:

(1) the net income (or net loss) for such four fiscal
quarter period of any Person which became a Subsidiary during such
period (a "New Subsidiary");

(2) the net income (or net loss) derived during such four
fiscal quarter period from any assets acquired by any Consolidated
Company during such period ("New Assets");

(3) the sum of (x) taxes based on income, (y) Consolidated
Interest Expense and (z) depreciation and amortization expense, in
each case to the extent deducted in determining net income of any New
Subsidiary or derived from any New Assets during such four fiscal
quarter period, minus any items of gain (or plus any items of loss)
which were in cluded in determining such net income and were (aa) not
realized in the ordinary course of business (whether or not classified
as "ordinary" by GAAP), (bb) the result of any sale of assets, or (cc)
resulting from minority investments, together in the case of (aa),
(bb) or (cc), any related provision for taxes included in such net
income with respect thereto; and

(4) non-recurring non-cash charges of any New Subsidiary or
derived from any New Assets during such four fiscal quarter period,
including without limitation, accruals related to any acquisition and
earnouts incurred in connection with any acquisition to the extent not
paid in cash.

"Consolidated EBITR" means, for any fiscal period of Lessee, an amount
equal to the sum of Consolidated EBIT plus Consolidated Rental Expense for such
period.

"Consolidated Fixed Charges" means, for any fiscal period of Lessee,
the sum of (A) Consolidated Interest Expense, plus (B)

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<PAGE> 57

Consolidated Rental Expense, plus (C) dividends and distributions on Capital
Stock paid in cash during such fiscal period by Lessee or any other
Consolidated Company, but excluding the one-time dividend paid by Lessee to
Equifax as of the Spin-Off Date and any repurchases of Capital Stock of Lessee.

"Consolidated Interest Expense" means, for any fiscal period of
Lessee, total interest expense of the Consolidated Companies (including without
limitation, interest expense attributable to capitalized leases in accordance
with GAAP, all commissions, discounts and other fees and charges owed with
respect to bankers acceptance financing, and total interest expense (whether
shown as interest expense or as loss and expenses on sale of receivables) under
a receivables purchase facility) determined on a consolidated basis in
accordance with GAAP.

"Consolidated Net Income (Loss)" means, for any fiscal period of
Lessee, the net income (or loss) of the Consolidated Companies for such period
(taken as a single accounting period), but excluding therefrom (to the extent
otherwise included therein) the income of any Consolidated Company to the
extent that the declaration or payment of dividends or similar distributions by
such Consolidated Company of that income is not at the time permitted by
operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation; provided that the
foregoing exclusion shall not apply to CDB/Infotek so long as there is at least
$1 of outstanding intercompany debt owed by CDB/Infotek to another Consolidated
Company.

"Consolidated Net Worth" means, as of any date of determination,
shareholders' equity of Lessee, determined on a consolidated basis in
conformity with GAAP.

"Consolidated Rental Expense" shall mean, for any fiscal period of
Lessee, the operating lease expense of the Consolidated Companies determined in
accordance with GAAP for leases with an initial term greater than one year, as
derived from the notes to Lessee's consolidated financial statements of the
Consolidated Companies, determined on a consolidated basis in accordance with
GAAP.

"Consolidated Subsidiary" means at any date any Subsidiary or other
entity the accounts of which, in accordance with GAAP, would be consolidated
with those of the Lessee in its consolidated financial statements as of such
date.

"Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the

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<PAGE> 58

Lessee are treated as a single employer under Section 414 of the Code.

"Construction" means, with respect to any Leased Property, the
construction of the related Building pursuant to the related Plans and
Specifications.

"Construction Agency Agreement" means the Construction Agency
Agreement, dated as of July 31, 1997, between the Lessee and the Lessor.

"Construction Agent" means the Lessee in its capacity as construction
agent pursuant to the Construction Agency Agreement.

"Construction Conditions" means the conditions set forth in
Section 3.5 of the Master Agreement.

"Construction Contract" means, with respect to any Leased Property,
that certain construction contract, if any, between the Lessee and a General
Contractor for the construction of the related Building, provided that such
contract shall be assigned by the Lessee to the Lessor, and such assignment
shall be consented to by such General Contractor, pursuant to an assignment of
such construction contract substantially in the form of the Security Agreement
and Assignment set forth as Exhibit D to the Master Agreement.

"Construction Force Majeure Event" means, with respect to
any Leased Property:

(a) an act of God arising after the related Closing Date,
or

(b) any change in any state or local law, regulation or other
legal requirement arising after such Closing Date and
relating to the use of the Land or the construction of a
building on the Land, or

(c) strikes, lockouts, labor troubles, unavailability of
materials, riots, insurrections or other causes beyond
the Lessee's control

which prevents the Lessee from completing the Construction prior to the
Scheduled Construction Termination Date and which could not have been avoided
or which cannot be remedied by the Lessee through the exercise of all
commercially reasonable efforts or the expenditure of funds and, in the case of
(b) above, the existence or potentiality of which was not known to and could
not have been discovered prior to such Closing Date through the exercise of due
diligence by the Lessee.

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<PAGE> 59

"Construction Land Interest" means each parcel of Land for which the
Completion Date has not yet occurred.

"Construction Term" means, with respect to any Leased Property, the
period commencing on the related Closing Date and ending on the related
Construction Term Expiration Date, or such shorter period as may result from
earlier termination of the Lease as provided therein.

"Construction Term Expiration Date" means, with respect to any Leased
Property, the earlier of the following:

(a) the related Completion Date, and

(b) the related Scheduled Construction Termination Date.

"Contractual Obligation" of any Person means any provision of any
security issued by such Person or of any agreement, instrument or undertaking
under which such Person is obligated or by which it or any of the property
owned by it is bound.

"Deed" means, with respect to any Land, a General Warranty Deed, dated
the applicable Closing Date, from the applicable Seller to the Lessor,
conveying such Land.

"Eligible Assignee" means any of the following: (i) a commercial bank
organized under the laws of the United States, or any State thereof, and having
total assets in excess of $100,000,000; (ii) a savings and loan association or
savings bank organized under the laws of the United States, or any State
thereof, and having total assets in excess of $100,000,000; (iii) a commercial
bank organized under the laws of any other country having total assets in
excess of $100,000,000, provided that such bank is acting through a branch or
agency located in the United States; (iv) a finance company, insurance company
or other financial institution, lender or fund (whether a corporation,
partnership or other entity) which is engaged in making, purchasing or
otherwise investing in commercial loans in the ordinary course of its business,
and having total assets in excess of at least $100,000,000; (v) any Funding
Party or any Affiliate of any Funding Party; or (vi) any other Person consented
to by the Lessee and the Agent, such consent not unreasonably to be withheld.

"Environmental Audit" means, with respect to each parcel of Land, a
Phase I Environmental Assessment, which meets or exceeds ASTM Standard E1527-97
and is dated no more than 60 days prior to the related Closing Date, by an
environmental services firm satisfactory to the Funding Parties.

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<PAGE> 60

"Environmental Authority" means any foreign, federal, state, local or
regional government that exercises any form of jurisdiction or authority under
any Environmental Law.

"Environmental Judgments and Orders" means all judgments, decrees or
orders arising from or in any way associated with any Environmental Law,
whether or not entered upon consent or written agreements with an Environmental
Authority or other entity arising from or in any way associated with any
Environmental Law, whether or not incorporated in a judgment, decree or other.

"Environmental Laws" means and include the Resource Conservation and
Recovery Act of 1976, (RCRA) 42 U.S.C. ss.ss. 6901-6987, as amended by the
Hazardous and Solid Waste Amendments of 1984, the Comprehensive Environmental
Response, Compensation and Liability Act, as amended by the Superfund
Amendments and Reauthorization Act of 1986, 42 U.S.C. ss.ss. 9601-9657,
(CERCLA), the Clean Air Act, 42 U.S.C. ss.ss.7401 et seq., the Occupational
Safety and Health Act, the Toxic Substances Control Act, the Emergency Planning
and Community Right to Know Act and any comparable or implementing federal,
state or local environmental laws, ordinances, rules, orders, statutes,
decrees, judgments, injunctions, codes and regulations, and any other federal,
state or local laws, ordinances, rules, codes and regulations, and any other
federal, state or local laws, ordinances, rules, codes and regulations relating
to the environment, human health or natural resources or the regulation or
control of or imposing liability or standards of conduct concerning human
health, the environment, Hazardous Materials or the clean-up or other
remediation of any Leased Property, or any part thereof, as any of the
foregoing may have been from time to time amended, supplemented or supplanted.

"Environmental Liabilities" means any liabilities, whether accrued,
contingent or otherwise, arising from and in any way associated with any
Environmental Law.

"Environmental Notices" means notice from any Environmental Authority
or by any other person or entity, of possible or alleged noncompliance with or
liability under any Environmental Law, including without limitation any
complaints, citations, demands or requests from any Environmental Authority or
from any other person or entity for correction of any, violation of any
Environmental Law or any investigations concerning any violation of any
Environmental Law.

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"Environmental Permits" means all permits, licenses, authorizations,
certificates and approvals of Governmental Authorities required by
Environmental Law.

"Environmental Proceedings" means any judicial or administrative
proceedings arising from or in any way associated with any Environmental Law.

"Environmental Releases" means releases as defined in CERCLA or under
any applicable Environmental Law.

"Equifax" means Equifax Inc., a Georgia corporation.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended and in effect from time to time.

"ERISA Affiliate" means, with respect to any Person, each trade or
business (whether or not incorporated) which is a member of a group of which
that Person is a member and which is under common control within the meaning of
the regulations promulgated under Section 414 of the Tax Code.

"Event of Default" means any event or condition designated as an
"Event of Default" in Article XII of the Lease.

"Event of Loss" is defined in Section 10.1 of the Lease.

"Event of Taking" is defined in Section 10.2 of the Lease.

"Excepted Claims" is defined in Section 7.1 of the Master
Agreement.

"Executive Officer" means, with respect to any Person, Chief
Executive Officer, President, Chief Financial Officer, the Chief Legal Officer,
the Treasurer, any Assistant Treasurer and any Person holding comparable
offices or duties.

"Fair Market Rental Value" means, with respect to any Leased Property,
the fair market rental value as determined by an independent appraiser chosen
by the Lessor that would be obtained in an arm's-length lease between an
informed and willing lessee and an informed and willing lessor, in either case
under no compulsion to lease, and neither of which is related to the Lessor or
Lessee for the lease of such Leased Property on the terms set forth, or
referred to, in the Lease. Such fair market rental value shall be calculated as
the value for the use of such Leased Property to be leased in place at the
Land, assuming, in the determination of such fair market rental value, that
such Leased Property is in the condition and repair required to be maintained
by the terms of the related Lease (unless such fair market rental value is
being determined for the purposes of

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Section 13.1 of the Lease and except as otherwise specifically provided in the
Lease, in which case this assumption shall not be made).

"Fair Market Sales Value" means, with respect to any Leased Property
or any portion thereof, the fair market sales value as determined by an
independent appraiser chosen by the Lessor or, so long as the Funded Amounts
are outstanding, the Agent that would be obtained in an arm's-length
transaction between an informed and willing buyer (other than a lessee
currently in possession) and an informed and willing seller, under no
compulsion, respectively, to buy or sell and neither of which is related to the
Lessor or Lessee, for the purchase of such Leased Property. Such fair market
sales value shall be calculated as the value for the use of such Leased
Property, assuming, in the determination of such fair market sales value, that
such Leased Property is in the condition and repair required to be maintained
by the terms of the Lease (unless such fair market sales value is being
determined for purposes of Section 13.1 of the Lease and except as otherwise
specifically provided in the Lease or the Master Agreement, in which case this
assumption shall not be made).

"Final Rent Payment Date" with respect to any Leased Property is
defined in Section 13.1(e) of the Lease.

"Fiscal Quarter" means any fiscal quarter of the Lessee.

"Fiscal Year" means any fiscal year of the Lessee.

"Fixed Charge Coverage Ratio" means, as of the last day of any fiscal
quarter of Lessee, the ratio of (A) Consolidated EBITR to (B) Consolidated
Fixed Charges, in each case calculated with respect to the immediately
preceding four fiscal quarters ending on such date.

"Foreign Plan" means any pension, profit sharing, deferred
compensation, or other employee benefit plan, program or arrangement maintained
by any Foreign Subsidiary which, under applicable local law, is required to be
funded through a trust or other funding vehicle, but shall not include any
benefit provided by a foreign government or its agencies.

"Foreign Subsidiary" means each Consolidated Company that is organized
under the laws of a jurisdiction other than the United States of America or any
State thereof.

"Funded Amount" means, as to the Lessor, the Lessor's Invested
Amounts, and, as to each Lender, the outstanding principal of such Lender's
Loans.

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"Funded Debt" means all Indebtedness for money borrowed, Indebtedness
evidenced or secured by purchase money Liens, capitalized leases, outstandings
under asset securitization vehicles, conditional sales contracts and similar
title retention debt instruments, including any current maturities of the
foregoing, which by its terms matures more than one year from the date of any
calculation thereof or which is renewable or extendable at the option of the
obligor to a date beyond one year from such date. The calculation of Funded
Debt shall include (i) all Funded Debt of the Consolidated Companies, plus (ii)
all Funded Debt of other Persons to the extent guaranteed by a Consolidated
Company, to the extent supported by a letter of credit issued for the account
of a Consolidated Company, or as to which and to the extent which a
Consolidated Company or its assets otherwise have become liable for payment
thereof, plus (iii) the redemption amount with respect to the stock of the
Lessee required to be redeemed during the next succeeding twelve months at the
option of the holder or its Subsidiaries. Notwithstanding the foregoing,
"Funded Debt" shall exclude the Operative Documents and all operating lease
obligations.

"Funding" means any funding by the Funding Parties pursuant
to Section 2.2 of the Master Agreement.

"Funding Date" means collectively, each Closing Date and each other
date during the Construction Term on which a Funding occurs under Section 2 of
the Master Agreement.

"Funding Office" means for each Funding Party the office such Funding
Party may designate in writing from time to time to the Lessee and the Agent as
its funding office.

"Funding Parties" means the Lessor, the Agent, the Lease
Participant and the Lenders, collectively.

"Funding Party Balance" means, with respect to any Leased Property,
(i) for the Lessor as of any date of determination, an amount equal to the sum
of the outstanding related Lessor's Invested Amount (less the related Lease
Participant Amount), all accrued and unpaid Yield on such outstanding related
Lessor's Invested Amount (less the related Lease Participant Amount), all
unpaid related fees owing to the Lessor under the Operative Documents, and all
other related amounts owing to the Lessor by the Lessee under the Operative
Documents, (ii) for the Lease Participant as of any date of determination, an
amount equal to the sum of the outstanding related Lease Participant Amount,
all accrued and unpaid Yield thereon, all unpaid related fees owing to the
Lease Participant under the Operative Documents, and all other related amounts
owing to the Lease Participant by the Lessee under the Operative Documents, and
(iii) for any Lender as of any date of determination, an amount equal to the
sum of the

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"Funding Request" is defined in Section 2.2 of the Master
Agreement.

"Funding Termination Date" means January 31, 1999.

"GAAP" means generally accepted accounting principles in the United
States of America as in effect from time to time.

"General Contractor" means with respect to any Leased Property the
general contractor under the related Construction Contract as may be selected
by the Lessee.

"Governmental Action" means all permits, authorizations,
registrations, consents, approvals, waivers, exceptions, variances, orders,
judgments, decrees, licenses, exemptions, publications, filings, notices to and
declarations of or with, or required by, any Governmental Authority, or
required by any Applicable Law and shall include, without limitation, all
citings, environmental and operating permits and licenses that are required for
the use, occupancy, zoning and operation of any Leased Property.

"Guarantor" means the Lessee, in its capacity as guarantor
under the Operative Guaranty.

"Guaranty" means any contractual obligation, contingent or otherwise,
of a Person with respect to any Indebtedness or other obligation or liability
of another Person, including without limitation, any such Indebtedness,
obligation or liability directly or indirectly guaranteed, endorsed, co-made or
discounted or sold with recourse by that Person, or in respect of which that
Person is otherwise directly or indirectly liable, including contractual
obligations (contingent or otherwise) arising through any agreement to
purchase, repurchase, or otherwise acquire such Indebtedness, obligation or
liability or any security therefor, or any agreement to provide funds for the
payment or discharge thereof (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise), or to maintain solvency,
assets, level of income, or other financial condition, or to make any payment
other than for value received. The amount of any Guaranty shall be deemed to be
an

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"Hazardous Materials" means any pollutant, contaminant, waste,
hazardous or toxic chemical including asbestos containing materials in any form
or condition; urea formaldehyde foam insulation; polychlorinated biphenyls
(PCBs) in any form or condition; including, without limitation, any solid or
hazardous waste, as defined in the Resource Conservation and Recovery Act of
1980, 42 U.S.C. ss. 6901 et seq. and its implementing regulations and
amendments, or in any applicable state or local law or regulation, any
"hazardous substance", "pollutant", or "contaminant" as defined in CERCLA, or
in any applicable state or local law or regulation; gasoline, or any other
petroleum product or by-product, including, crude oil or any fraction thereof;
toxic substances, as defined in the Toxic Substances Control Act of 1976, or in
any applicable state or local law or regulation; or insecticides, fungicides,
or rodenticides, as defined in the Federal Insecticide, Fungicide, and
Rodenticide Act of 1975, or in any applicable state or local law or regulation,
as each such Act, statute or regulation may be amended from time to time.

"Indebtedness" of any Person means, without duplication (i) all
obligations of such Person which in accordance with GAAP would be shown on the
balance sheet of such Person as a liability (including, without limitation,
obligations for borrowed money and for the deferred purchase price of property
or services, and obligations evidenced by bonds, debentures, notes or other
similar instruments); (ii) all rental obligations under leases required to be
capitalized under GAAP; (iii) all Guaranties of such Person (including
contingent reimbursement obligations under undrawn letters of credit); (iv)
Indebtedness of others secured by any Lien upon property owned by such Person,
whether or not assumed; and (v) obligations or other liabilities under currency
contracts, interest rate hedging contracts, or similar agreements or
combinations thereof to the extent required to be disclosed in such Person's
financial statements in accordance with GAAP.

"Indemnified Risks" is defined in Section 7.1 of the Master
Agreement.

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"Indemnitee Group" means the respective Affiliates, employees,
officers, directors and agents of the Agent (in its individual capacity), the
Lease Participant, each Lender or the Lessor, as applicable; provided, however,
that in no event shall the Lessee be a member of the Indemnitee Group.

"Initial Closing Date" means the Closing Date for the first Leased
Property acquired by the Lessor.

"Investment" means, when used with respect to any Person, any direct
or indirect advance, loan or other extension of credit (other than the creation
of receivables in the ordinary course of business) or capital contribution by
such Person (by means of transfers of property to others or payments for
property or services for the account or use of others, or otherwise) to any
Person, or any direct or indirect purchase or other acquisition by such Person
of, or of a beneficial interest in, Capital Stock, partnership interests,
bonds, notes, debentures or other securities issued by any other Person. Each
Investment shall be valued as of the date made; provided that any Investment or
portion of an Investment consisting of Indebtedness shall be valued at the
outstanding principal balance thereof as of the date of determination.

"Land" means the land described in Appendix B to the related
Lease Supplement.

"Lease" means the Lease Agreement, dated as of July 31, 1997, together
with each Lease Supplement thereto, between the Lessee and the Lessor, with
such modifications as are satisfactory to the Lessor and the Agent in
conformity with Applicable Law to assure customary remedies in favor of the
Funding Parties in the jurisdiction where the Leased Property is located.

"Lease Balance" means, with respect to the Leased Properties, as of
any date of determination, an amount equal to the sum of all Funding Party
Balances.

"Lease Participant" means SunTrust Bank, Atlanta and such other
Persons, if any, who may become parties to the Lease Participation Agreement as
Lease Participants, provided that, unless such other Person is an Affiliate of
SunTrust Bank, Atlanta, Lessee consents to such other Person, which consent
shall not be unreasonably withheld.

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"Lease Participation Agreement" means the Lease Participation
Agreement dated as of July 31, 1997, between the Lessor and the Lease
Participant.

"Lease Participant Amount" means the amounts funded by the Lease
Participant pursuant to Section 2.2 of the Lease Participation Agreement (as
increased during the related Construction Term by an amount equal to the Lease
Participant's Percentage of the increase in the related Lessor's Invested
Amount pursuant to Section 2.3(c) of the Master Agreement), as the purchase
price for the Lease Participation.

"Lease Participant Commitment" is defined in Section 2.2 of
the Lease Participation Agreement.

"Lease Participation" is defined in Section 2.1 of the Lease
Participation Agreement.

"Lease Supplement" is defined in Section 2.1 of the Lease.

"Lease Term" with respect to the Lease means (a) the Base Term, as it
may be renewed pursuant to Section 14.9 of the Lease or (b) such shorter period
as may result from earlier termination of the Lease as provided therein.

"Lease Termination Date" means the last day of the Lease Term, as the
same may be accelerated pursuant to the Lease.

"Leased Property" means Land and the related Building(s). For purpose
of the Lease, "Leased Property" means the property subject to a Lease
Supplement, unless the context provides otherwise.

"Leased Property Balance" means, with respect to any Leased Property,
as of any date of determination, an amount equal to that portion of the Lease
Balance which relates to such Leased Property.

"Lender Basic Rent" means, for any Rent Period under the Lease when a
Loan is outstanding, the aggregate amount of interest accrued on the Loans
related to the Leased Property subject to the Lease pursuant to Section 2.5 of
the Loan Agreement during such Rent Period.

"Lenders" means such financial institutions as are, or who may
hereafter become, parties to the Loan Agreement as Lenders to the Lessor.

"Lessee" is defined in the preamble to the Master Agreement.

"Lessor" is defined in the preamble to the Master Agreement.

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"Lessor Liens" means Liens on or against any Leased Property, the
Lease, any other Operative Document or any payment of Rent (a) which result
from any act or omission of, or any Claim against, the Lessor unrelated to the
transactions contemplated by the Operative Documents or (b) which result from
any Tax owed by the Lessor, except any Tax for which the Lessee is obligated to
indemnify (including, without limitation, in the foregoing exception, any
assessments with respect to any Leased Property noted on the related Title
Policy or assessed in connection with any construction or development by the
Lessee).

"Lessor's Invested Amount" means the amounts funded by the Lessor
pursuant to Section 2 of the Master Agreement that are not proceeds of Loans by
a Lender, as increased during the related Construction Term pursuant to Section
2.3(c) of the Master Agreement.

"LIBOR Advance" means that portion of the Funded Amount hearing
interest based on the LIBOR Rate.

"LIBOR Rate" means, with respect to any Rent Period, the rate per
annum equal to the offered rate for deposits in U.S. Dollars of amounts equal
or comparable to the aggregate principal amount of the related LIBOR Advance
offered for a term comparable to such Rent Period, which rates appear on the
Telerate Page 3750 (if the foregoing rate is unavailable from the Telerate for
any reason, then such rate shall be determined by the Agent from the Reuters
Screen LIBO Page) as of 11:00 a.m. London time, two (2) Business Days prior to
the first day of such Rent Period, provided that (x) if more than one such
offered rate appears on the Reuters Screen LIBO Page, the rate used to
determine the LIBOR Rate will be the arithmetic average (rounded upward, if
necessary, to the next higher 1/16th of 1%) of such offered rates), or (y) if
no such offered rates appear on such pages, the rate used for such Rent Period
will be the arithmetic average (rounded upward, if necessary, to the next
higher 1/16th of 1%) of rates quoted by not less than two major banks in New
York, New York, selected by the Agent, at approximately 10:00 a.m., New York
time, two (2) Business Days prior to the first day of such Rent Period, for
deposits in U.S. Dollars offered to leading European banks for a period
comparable to such Period in an amount comparable to the principal amount of
the Lease Participant Amounts and the Loans, the rate so determined to be
rounded upwards to the nearest multiple of 1/100th of 1%. All determinations of
Yield, interest, Lessor Basic Rent, Lender Basic Rent, LIBOR Rate, Alternative
Rate, and Overdue Rate by the

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Agent shall, in the absence of demonstrable error, be binding and conclusive
upon the Lessee.

"LIBOR Reserve Percentage" means, for any Rent Period and for any
Funding Party, the aggregate reserve requirement (including any basic,
emergency, supplemental, marginal or other reserve requirement) which is
actually imposed on such Funding Party during such Rent Period under Regulation
D of the Board of Governors of the Federal Reserve System with respect to
liabilities or assets consisting of or including "Eurocurrency liabilities"
having a term equal to the applicable Rent Period.

"Lien" means any mortgage, deed of trust, security deed, pledge,
security interest, encumbrance, lien, easement, servitude or charge of any
kind, including, without limitation, any irrevocable license, conditional sale
or other title retention agreement, any lease in the nature thereof, or any
other right of or arrangement with any creditor to have its claim satisfied out
of any specified property or asset with the proceeds therefrom prior to the
satisfaction of the claims of the general creditors of the owner thereof,
whether or not filed or recorded, or the filing of, or agreement to execute as
"debtor", any financing or continuation statement under the Uniform Commercial
Code of any jurisdiction or any federal, state or local lien imposed pursuant
to any Environmental Law.

"Loan" shall have the meaning specified in Section 2.1 of the Loan
Agreement.

"Loan Agreement" means the Loan Agreement among the Lessor, the Agent
and the Lenders, substantially in the form of Exhibit K to the Master
Agreement.

"Loan Documents" means the Loan Agreement, the Notes, the Assignments
of Lease and Rents, the Mortgages and all documents and instruments executed
and delivered in connection with each of the foregoing.

"Loan Event of Default" means any of the events specified in Section
5.1 of the Loan Agreement, provided that any requirement for the giving of
notice, the lapse of time, or both, or any other condition, event or act has
been satisfied.

"Loan Potential Event of Default" means any event, condition or
failure which, with notice or lapse of time or both, would become a Loan Event
of Default.

"Loss Proceeds" is defined in Section 10.6 of the Lease.

"Margin Regulations" means Regulation G, Regulation T, Regulation U
and Regulation X of the Board of Governors of the

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Federal Reserve System, as the same may be in effect from time to time.

"Margin Stock" means "margin stock" as defined in Regulations G, T, U
or X.

"Master Agreement" means the Master Agreement, dated as of July 31,
1997, among the Lessee, the Guarantor, the Lessor, the Agent and the Lenders.

"Material Adverse Effect" means a material adverse effect upon the
financial condition, operations, performance or properties of the Lessee, or
the ability of the Lessee to perform in any material respect under the
Operative Documents or the value, utility or useful life of any Leased
Property, or the validity, enforceability or legality of any of the Operative
Documents, or the priority, perfection or status of any Funding Party's
interest in any Leased Property.

"Mortgage" means, with respect to any Leased Property, that certain
mortgage, deed of trust or security deed, dated as of the related Closing Date,
by the Lessor to the Agent, in the form of Exhibit D attached to the Master
Agreement, with such modifications as are satisfactory to the Lessor and the
Agent in conformity with Applicable Law to assure customary remedies in favor
of the Agent in the jurisdiction where the Leased Property is located.

"Multiemployer Plan" shall have the meaning set forth in
Section 4001(a)(3) of ERISA.

"Non-Completion Event" means the failure to complete construction on
any Leased Property on the Construction Term Expiration Date therefor in
accordance with the Construction Agency Agreement.

"Notes" means the A Note and the B Note issued by the Lessor under the
Loan Agreement, and any and all notes issued in replacement or exchange
therefor in accordance with the provisions thereof.

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"Obligations" means all amounts owed by, and obligations of, the
Lessor to the Lenders or the Agent under the Loan Agreement, Notes and other
Operative Documents.

"Officer's Certificate" of a Person means a certificate signed by the
Chairman of the Board or the President or any Executive Vice President or any
Senior Vice President or any other Vice President of such Person signing with
the Treasurer or any Assistant Treasurer or the Controller or any Assistant
Controller or the Secretary or any Assistant Secretary of the such Person, or
by any Vice President who is also Controller or Treasurer signing alone.

"Operative Documents" means the Master Agreement, the Operative
Guaranty, the Purchase Agreements, the Deeds, the Lease, the Lease
Participation Agreement, the Security Agreement and Assignment, the Notes, the
Loan Agreement, the Assignments of Lease and Rents, the Mortgages and the other
documents delivered in connection with the transactions contemplated by the
Master Agreement.

"Operative Guaranty" means the Guaranty dated as of July 31, 1997 by
the Guarantor in favor of the Funding Parties.

"Overdue Rate" means the lesser of (a) the highest interest rate
permitted by Applicable Law and (b)(i) during the Rent Period in which the
payment default first occurs, the LIBOR Rate for such Rent Period plus the
Applicable Margin plus 2%, and (ii) after such Rent Period, an interest rate
per annum (calculated on the basis of a 365-day (or 366-day, if appropriate)
year equal to 2.0% above the Alternative Rate in effect from time to time.

"Payment Date" means the last day of each Rent Period (and if such
Rent Period is longer than 90 days or three months, the day that is 90 days
after the first day of such Rent Period) or, if such day is not a Business Day,
the next Business Day.

"Payment Date Notice" is defined in Section 2.3(e) of the
Master Agreement.

"PBGC" means the Pension Benefit Guaranty Corporation, and
any successor thereto.

"Permitted Liens" means the following with respect to any Leased
Property: (a) the respective rights and interests of the Lessee, the Lessor,
the Agent, the Lease Participant and any Lender, as provided in the Operative
Documents, (b) Liens for Taxes either not yet due or being contested in good
faith and by appropriate proceedings, so long as enforcement thereof is stayed
pending such proceedings, (c) materialmen's, mechanics', workers', repairmen's,
employees' or other like Liens arising

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"Plan" means any "employee benefit plan" (as defined in Section 3(3)
of ERISA), including, but not limited to, any defined benefit pension plan,
profit sharing plan, money purchase pension plan, savings or thrift plan, stock
bonus plan, employee stock ownership plan, Multiemployer Plan, or any plan,
fund, program, arrangement or practice providing for medical (including
post-retirement medical), hospitalization, accident, sickness, disability, or
life insurance benefits, but shall exclude any Foreign Plan.

"Plans and Specifications" means with respect to any Building the
final plans and specifications for such Building prepared by the Architect, and
referred to by the Appraiser in the Appraisal, as such Plans and Specifications
may be hereafter amended, supplemented or otherwise modified from time to time.

"Potential Event of Default" means any event, condition or failure
which, with notice or lapse of time or both, would become an Event of Default.

"Properties" means all real property owned, leased or otherwise used
or occupied by the Lessee or any Consolidated Subsidiary, wherever located.

"Purchase Agreement" means with respect to any Land, the purchase
agreement with the Seller for the conveyance of such Land to the Lessor.

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"Purchase Option" is defined in Section 14.1 of the Lease.

"Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.

"Regulation G" means Regulation G of the Board of Governors of the
Federal Reserve System, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.

"Regulation T" means Regulation T of the Board of Governors of the
Federal Reserve System, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.

"Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.

"Regulation X" means Regulation X of the Board of Governors of the
Federal Reserve System, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.

"Regulations" means the income tax regulations promulgated from time
to time under and pursuant to the Code.

"Release" means the release, deposit, disposal or leak of any
Hazardous Material into or upon or under any land or water or air, or otherwise
into the environment, including, without limitation, by means of burial,
disposal, discharge, emission, injection, spillage, leakage, seepage, leaching,
dumping, pumping, pouring, escaping, emptying, placement and the like.

"Release Date" means, with respect to any Leased Property, the earlier
of (i) the date that the related Leased Property Balance has been paid in full,
and (ii) the date on which the Agent gives notice to the Lessor that the Lease
Participant and the Lenders release any and all interest they may have in such
Leased Property, and all proceeds thereof, and any rights to

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direct, consent or deny consent to any action by the Lessor with respect to
such Leased Property.

"Remarketing Option" is defined in Section 14.6 of the
Lease.

"Rent" means Basic Rent and Supplemental Rent, collectively.

"Rent Period" means in the case of LIBOR Advances, either a 1, 2, 3 or
6 month period; provided that:

(a) The initial Rent Period for any Funding shall commence
on the Funding Date of such Funding and each Rent Period occurring
thereafter in respect of such Funding shall commence on the day on
which the next preceding Rent Period expires;

(b) If any Rent Period would otherwise expire on a day
which is not a Business Day, such Rent Period shall expire on the next
succeeding Business Day, provided that if any Rent Period in respect
of LIBOR Advances would otherwise expire on a day that is not a
Business Day but is a day of the month after which no further Business
Day occurs in such month, such Rent Period shall expire on the next
preceding Business Day;

(c) Any Rent Period in respect of LIBOR Advances which
begins on a day for which there is no numerically corresponding day in
the calendar month at the end of such Rent Period shall, subject to
paragraph (d) below, expire on the last Business Day of such calendar
month; and

(d) No Rent Period shall extend beyond the Lease
Termination Date.

"Report" is defined in Section 7.6 of the Master Agreement.

"Required Lenders" means, at any time, Lenders holding an aggregate
outstanding principal amount of Loans equal to at least 66-2/3% of the
aggregate outstanding principal amount of all Loans.

"Required Funding Parties" means, at any time, Funding Parties holding
an aggregate outstanding principal amount of Funded Amounts equal to at least
66-2/3% of the aggregate outstanding principal amount of all Funded Amounts.

"Requirements of Law" means, as to any Person, the charter and by-laws
or other organizational or governing documents of such Person, and any law,
rule or regulation, permit, approval, authorization, license or variance, order
or determination of an

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arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person
or any of its property is subject, including, without limitation, the
Securities Act, the Securities Exchange Act, Regulations G, T, U and X of the
Board of Governors of the Federal Reserve System, and any building,
environmental or land use requirement or permit or occupational safety or
health law, rule or regulation.

"Responsible Financial Officer" is defined in Section 5.1(c)
of the Master Agreement.

"Responsible Officer" means the Chairman or Vice Chairman of the Board
of Directors, the Chairman or Vice Chairman of the Executive Committee of the
Board of Directors, the President, any Senior Vice President or Executive Vice
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, or any Assistant Treasurer.

"Scheduled Construction Termination Date" means with respect to any
Building January 31, 1999.

"SEC" means the United States Securities and Exchange
Commission.

"Securities" means any stock, shares, voting trust certificates,
bonds, debentures, notes or other evidences of indebtedness, secured or
unsecured, convertible, subordinated or otherwise, or in general any
instruments commonly known as "securities", or any certificates of interest,
shares, or participations in temporary or interim certificates for the purchase
or acquisition of, or any right to subscribe to, purchase or acquire any of the
foregoing.

"Securities Act" means the Securities Act of 1933, as
amended.

"Securities Exchange Act" means the Securities Exchange Act
of 1934, as amended.

"Seller" means as to any Leased Property, the seller thereof to the
Lessor on the related Closing Date.

-28-

<PAGE> 76

"Solvent" means, as to Lessee at any time, that (i) each of the fair
value and the present fair saleable value of such Person's assets (including
any rights of subrogation or contribution to which such Person is entitled,
under any of the Operative Documents or otherwise) is greater than such
Person's debts and other liabilities (including contingent, unmatured and
unliquidated debts and liabilities) and the maximum estimated amount required
to pay such debts and liabilities as such debts and liabilities mature or
otherwise become payable; (ii) such Person is able and expects to be able to
pay its debts and other liabilities (including, without limitation, contingent,
unmatured and unliquidated debts and liabilities) as they mature; and (iii)
such Person does not have unreasonably small capital to carry on its business
as conducted and as proposed to be conducted.

"Spin Off" means the spinoff of stock of the Lessee by Equifax to
shareholders of Equifax.

"Spin Off Date" means the date on which the Spin Off is consummated.

"Subsidiary" means, with respect to any Person, any corporation or
other entity (including, without limitation, partnerships, joint ventures, and
associations) regardless of its jurisdiction of organization or formation, at
least a majority of the total combined voting power of all classes of voting
stock or other ownership interests of which shall, at the time as of which any
determination is being made, be owned by such Person, either directly or
indirectly through one or more other Subsidiaries.

"SunTrust" means SunTrust Banks, Inc., a Georgia corporation.

"SunTrust Bank" is defined in the preamble to the Master Agreement.

"Supplemental Rent" means any and all amounts, liabilities and
obligations other than Basic Rent which the Lessee assumes or agrees or is
otherwise obligated to pay under the Lease or any other Operative Document
(whether or not designated as Supplemental Rent) to the Lessor, the Agent, the
Lease Participant, any Lender or any other party, including, without
limitation, amounts under Article XVI of the Lease, and indemnities and damages
for breach of any covenants, representations, warranties or agreements, and all
overdue or late payment charges in respect of any Funded Amount.

"Tax" or "Taxes" is defined in Section 7.4 of the Master Agreement.

-29-

<PAGE> 77

"Tax Code" means the Internal Revenue Code of 1986, as amended and in
effect from time to time.

"Tax Indemnitee" means the Lessor, the Lease Participant, the Agent,
any Lender and their respective Affiliates, successors, permitted assigns,
permitted transferees, employees, officers, directors and agents thereof,
provided, however, that in no event shall the Lessee be a Tax Indemnitee.

"Telerate" means, when used in connection with any designated page and
LIBOR, the display page so designated on the Dow Jones Telerate Service (or
such other page as may replace that page on that service for the purpose of
displaying rates comparable to LIBOR).

"Title Insurance Company" means the company that has or will issue the
title policies with respect to a Leased Property, which company shall be
reasonably acceptable to the Funding Parties.

"Title Policy" is defined in Section 3.1 of the Master
Agreement.

"Total Assets" means the total assets of the Consolidated Companies,
determined in accordance with GAAP.

"Transaction" means all the transactions and activities
referred to in or contemplated by the Operative Documents.

"UCC" means the Uniform Commercial Code of Georgia, as in effect from
time to time.

"Voting Stock" shall mean the securities of any class or classes of
the Lessee the holders of which are ordinarily, in the absence of
contingencies, entitled to elect a majority of the corporate directors of the
Lessee (or persons performing similar functions).

"Wholly Owned Subsidiary" means any Subsidiary all of the shares of
capital stock or other ownership interests of which (except directors'
qualifying shares) are at the time directly or indirectly owned by the Lessee.

"Yield" is defined in Section 2.3 of the Master Agreement.

-30-

<PAGE> 1
EXHIBIT 10.11(c)

Prepared by and after recording,
return to:

Rex A. Palmer, Esq.
Mayer, Brown & Platt
190 S. LaSalle Street
Chicago, IL 60603

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

GEORGIA LEASE SUPPLEMENT NO. ONE AND SHORT FORM

THIS GEORGIA LEASE SUPPLEMENT NO. ONE (this "Lease Supplement") dated
as of July 31, 1997 between SUNTRUST BANKS, INC., with an address at 25 Park
Place, Atlanta, Georgia 30303, as the lessor (the "Lessor"), and CHOICEPOINT
INC., with an address of 1000 Alderman Drive, Alpharetta, Georgia 30005, a
Georgia corporation, as lessee (the "Lessee").

SECTION 1. Definitions; Interpretation. For purposes of this Lease
Supplement, capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in Appendix A to the Lease Agreement, dated
as of July 31, 1997, between Lessee and Lessor; and the rules of interpretation
set forth in Appendix A to the Lease shall apply to this Lease Supplement.

TO THE EXTENT THIS LEASE SUPPLEMENT AND THE LEASE ARE A DEED TO SECURE DEBT AND
SECURITY AGREEMENT, THIS INSTRUMENT IS A "CONSTRUCTION MORTGAGE" AS THAT TERM IS
DEFINED IN O.C.G.A. ss. 11- 9-313(1)(c).

<PAGE> 2

SECTION 2. The Properties. Attached hereto as Schedule I is the
description of certain Land (the "Subject Property"). Effective upon the
execution and delivery of this Lease Supplement by Lessor and Lessee, such Land,
together with any Building and other improvements thereon or which thereafter
may be constructed thereon pursuant to the Lease shall be subject to the terms
and provisions of the Lease and Lessor hereby demises, leases, grants, conveys,
transfers and assigns the Subject Property to Lessee to the extent of those
interests, rights, titles, estates, powers and privileges provided for in the
Lease, the provisions of which are incorporated herein by this reference. The
Subject Property does not include any inventory of Lessee held by Lessee for
resale or rental.

SECTION 3. Amendments to Lease with Respect to Subject Property.
Effective upon the execution and delivery of this Lease Supplement by Lessor and
Lessee, the following terms and provisions shall apply to the Lease with respect
to the Subject Property:

3.1 ARTICLE IV of the Lease is hereby amended to include the
following to the extent the Lease and the Lease Supplement are a deed
to secure debt and security agreement creating for Lessor and any
successor thereto title and a security interest and security title in
the Subject Property: LESSEE HEREBY EXPRESSLY WAIVES ANY RIGHT LESSEE
MAY HAVE UNDER THE CONSTITUTION OF THE STATE OF GEORGIA OR THE
CONSTITUTION OF THE UNITED STATES OF AMERICA TO NOTICE EXCEPT AS MAY BE
EXPRESSLY PROVIDED FOR IN THE OPERATIVE DOCUMENTS OR TO A JUDICIAL
HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED TO LESSOR
BY THIS LEASE AND LEASE SUPPLEMENT, AND WAIVES LESSEE'S RIGHTS, IF ANY,
TO SET ASIDE OR INVALIDATE ANY SALE UNDER POWER DULY CONSUMMATED IN
ACCORDANCE WITH THE PROVISIONS OF THIS LEASE AND LEASE SUPPLEMENT ON
THE GROUND (IF SUCH BE THE CASE) THAT THE SALE WAS CONSUMMATED WITHOUT
PRIOR NOTICE EXCEPT AS MAY BE EXPRESSLY PROVIDED FOR IN THE OPERATIVE
DOCUMENTS OR JUDICIAL HEARING OR BOTH. LESSEE FURTHER HEREBY EXPRESSLY
WAIVES ALL HOMESTEAD EXEMPTION RIGHTS, IF ANY, WHICH LESSEE OR LESSEE'S
FAMILY MAY HAVE PURSUANT TO THE CONSTITUTION OF THE UNITED STATES, THE
STATE OF GEORGIA OR ANY OTHER STATE OF THE UNITED STATES, IN AND TO THE
PREMISES AS AGAINST THE COLLECTION OF THE INDEBTEDNESS, OR ANY PART
THEREOF. ALL WAIVERS BY LESSEE IN THIS PARAGRAPH HAVE BEEN MADE
VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY BY LESSEE, AFTER LESSEE HAS
BEEN AFFORDED AN OPPORTUNITY TO BE INFORMED BY COUNSEL OF LESSEE'S
CHOICE AS TO POSSIBLE ALTERNATIVE RIGHTS. LESSEE'S EXECUTION OF THIS
LEASE AND LEASE SUPPLEMENT SHALL BE CONCLUSIVE EVIDENCE OF THE WAIVER
AND

<PAGE> 3

THAT SUCH WAIVER HAS BEEN VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY
MADE.

3.2 ARTICLE XI of the Lease is hereby deleted in its entirety
and inserted in lieu thereof is the following:

Lessor and Lessee intend that the Lease and this Lease
Supplement be treated, for accounting purposes, as an
operating lease creating a leasehold estate, and not merely a
usufruct. For all other purposes, Lessee and Lessor intend
that the transaction represented by this Lease be treated as a
financing transaction; for such purposes, it is the intention
of the parties hereto (i) that this Lease be treated as a deed
to secure debt and security agreement, creating for Lessor and
any successor thereto legal title to a portion of the Subject
Property constituting real property pursuant to the laws of
the State of Georgia governing deeds to secure debt and a
present and continuing security interest and security title in
the portion of the Subject Property constituting personal
property or fixtures, and not as a mortgage, (ii) that Lessor
shall have, as a result of such determination, all of the
rights, powers and remedies of the holder of a deed to secure
debt available under Applicable Law to take possession of and
sell (whether by foreclosure or otherwise) the Subject
Property, (iii) that the effective date of such deed to secure
debt shall be the effective date of this Lease, (iv) that the
recording of this Lease or a Lease Supplement shall be deemed
to be the recording of such deed to secure debt, (v) that for
such purposes the Lessee hereby GRANTS, BARGAINS, SELLS,
CONVEYS, AND TRANSFERS, the Subject Property to the Lessor,
and (vi) that such deed to secure debt shall secure payment
and performance of: (a) the Lease and the other Operative
Documents and all of the other Obligations (collectively, the
"Lessee Liabilities"), together with any and all renewals
and/or extensions of the Lessee Liabilities, bearing interest
and default interest and payable as therein provided in
installments, the final installment of which is due and
payable on July 31, 2007, if not sooner paid or accelerated;
provided, however, that notwithstanding anything herein to the
contrary, the maximum principal amount of the Lessee
Liabilities secured hereby at any one time shall not exceed
Twenty-Two Million

<PAGE> 4

Dollars ($22,000,000), plus all costs of enforcement and
collection of this Lease and the other Operative Documents as
provided for pursuant to such documents; (b) any and all
additional advances made by Lessor to protect or preserve the
Subject Property or the lien hereof on the Subject Property,
or for taxes, assessments or insurance premiums as hereinafter
provided (whether or not the original Lessee remains the owner
of the Subject Property at the time of such advances); and (c)
any and all other indebtedness, however incurred, which may
now or hereafter be due and owing from Lessee to Lessor, now
existing or hereafter coming into existence, however, and
whenever incurred or evidenced, whether express or implied,
direct or indirect, absolute or contingent, or due or to
become due, and all renewals, modifications, consolidations
and extensions thereof.

3.3 "Reasonable fees of attorneys" and similar terms as used
in the Lease shall mean reasonable fees of attorneys actually incurred
without regard for any statutory presumption."

3.4 Section 13.1(c) of the Lease is hereby deleted in its
entirety and inserted in lieu thereof is the following:

(c) To the extent the Lease and the Lease Supplement are a
deed to secure debt and security agreement creating for Lessor
and any successor thereto title and a security interest and
security title in the Subject Property, Lessor may, at its
option and election and without notice to Lessee, do any one
or more of the following:

(i) Acceleration of Lessee Liabilities.
Lessor may immediately declare all or any portion of
the Lessee Liabilities to be immediately due and
payable, whereupon the same shall be and shall become
due and payable forthwith without presentment,
demand, protest or notice of any kind, all of which
are expressly waived by Lessee.

(ii) Entry and Possession. Lessor may enter
upon the Subject Property or any part thereof and
take possession thereof, excluding therefrom Lessee
and all Lessors, employees and representatives of
Lessee; employ a manager of the Subject Property or
any part thereof; hold, store, use, operate, manage,
control, maintain and lease

<PAGE> 5

the Subject Property or any part thereof; conduct
business thereon; make all necessary and appropriate
repairs, renewals and replacements; insure or keep
the Subject Property insured; and carry out or enter
into agreements of any kind with respect to the
Subject Property.

(iii) Collection of Rent. Lessor may collect
and receive all Rent, and apply the same to the
Lessee Liabilities, after deducting therefrom all
costs, charges and expenses of taking, holding,
managing and operating the Subject Property,
including the reasonable fees and expenses of
Lessor's attorneys and Lessors actually incurred
without regard for any statutory presumption.

(iv) Payments. Lessor may pay any sum or
sums deemed necessary or appropriate by Lessor to
protect the Subject Property or any part thereof or
Lessor's interest therein.

(v) Other Remedies. Lessor may exercise all
rights and remedies contained in any other
instrument, document, agreement or other writing now
or hereafter evidencing or securing the Lessee
Liabilities or any part thereof, or heretofore,
concurrently herewith or in the future executed by
Lessee in favor of Lessor in connection with any
transaction resulting in the Lessee Liabilities or
any part thereof.

(vi) Appointment of Receiver. Lessor may
make application to any court and be entitled to the
appointment of a receiver to take charge of the
Subject Property or any part thereof without alleging
or proving, or having any consideration given to, the
insolvency of Lessee, the value of the Subject
Property as security for the Lessee Liabilities or
any other matter usually incident to the appointment
of a receiver.

(vii) UCC Remedies. With respect to the
personal property and fixtures in which a security
interest is herein granted, at Lessor's option,
Lessor may exercise any or all of the rights
accruing to a secured party under this instrument,
the Uniform Commercial Code (O.C.G.A. ss.ss. 11-9-101
et seq.) and any other applicable law. Lessee
shall, if Lessor requests, assemble all such
personal property and make it available to Lessor

<PAGE> 6

at a place or places, to be designated by Lessor,
which shall be reasonably convenient to Lessee and
Lessor. Any notice required to be given by Lessor of
a public or private sale, lease or other disposition
of the personal property or any other intended action
by Lessor shall be addressed to the Lessee at the
address set forth in Schedule 8.2, attached hereto
and by this reference made a part hereof, or such
other address as the Lessee shall specify to the
Lessor and shall be deemed to have been given (i) the
Business Day after being sent, if sent by overnight
courier service; (ii) the Business Day received, if
sent by messenger; (iii) the day sent, if sent by
facsimile and confirmed electronically or otherwise
during business hours of a Business Day (or on the
next Business Day if otherwise sent by facsimile and
confirmed electronically or otherwise); or (iv) three
Business Days after being sent, if sent by registered
or certified mail, postage prepaid. Such notice shall
be provided to Lessee, at least five (5) business
days prior to such proposed action, and if so given
shall constitute reasonable and fair notice to Lessee
of any such action.

(viii) Power of Sale. Lessor may sell the
Subject Property, or any part or parcel thereof or
any interest of Lessee therein separately, at
Lessor's discretion, with or without taking
possession thereof, at a public sale or public sales
before the courthouse door of the county in which the
Subject Property or any part thereof is located, to
the highest bidder for cash, after first giving
notice of the time, place and terms of such sale or
sales by advertisement published once a week for four
weeks (without any regard for the number of days
between the date the first such notice is published
and the date on which any such sale commences) in the
newspaper in which advertisements of sheriff's sales
are published in such county. Such advertisement so
published shall be notice to Lessee, and Lessee
hereby expressly waives all other notices. Lessor may
bid and purchase at any such sale, and Lessor, as
Lessor and attorney-in-fact for Lessee and in
Lessee's name, may execute and deliver to the
purchaser or purchasers at any such sale a sufficient
conveyance of the Subject Property, or the part or
parcel thereof or the interest therein which is sold.
Lessor's conveyance may contain

<PAGE> 7

recitals as to the occurrence of any event of default
under this Security Deed, and such recitals shall be
presumptive evidence that all preliminary acts
prerequisite to any such sale and conveyance were in
all respects duly complied with. The recitals made by
Lessor shall be binding and conclusive upon Lessee,
and the sale and conveyance made by Lessor shall
divest Lessee of all right, title, interest and
equity that Lessee may have or have had in, to and
under the Subject Property, or the part or parcel
thereof or the interest therein which is sold, and
shall vest the same in the purchaser or purchasers at
such sale or sales. Lessor may hold one or more sales
hereunder until the Lessee Liabilities have been
satisfied in full. Lessee hereby constitutes and
appoints Lessor as Lessee's agent and
attorney-in-fact to make such sale or sales, to
execute and deliver such conveyance or conveyances,
and to make such recitals, and Lessee hereby ratifies
and confirms all of the acts and doings of Lessor as
Lessee's agent and attorney-in-fact hereunder.
Lessor's agency and power as attorney-in-fact
hereunder are coupled with an interest, cannot be
revoked by bankruptcy, insolvency, incompetency,
death, dissolution or otherwise, and shall not be
exhausted until the Lessee Liabilities have been
satisfied in full. The proceeds of each sale by
Lessor hereunder shall be applied first to the costs
and expenses of the sale and of all proceedings in
connection therewith (including without limitation
the reasonable fees and expenses of Lessor's
attorneys actually incurred in connection therewith
without regard for any statutory presumption), then
to the payment of the balance of the Lessee
Liabilities, and the remainder, if any, shall be paid
to Lessee or to the parties entitled thereto by law.
If the proceeds of any sale are not sufficient to pay
the Lessee Liabilities in full, Lessor shall
determine, at Lessor's option and in Lessor's
discretion, the portions of the Lessee Liabilities to
which the proceeds (after deducting therefrom the
costs and expenses of the sale and all proceedings in
connection therewith) shall be applied and in what
order the proceeds shall be so applied. Lessee
covenants and agrees that, in the event of any sale
pursuant to the agency and power herein granted,
Lessee shall be and become a tenant holding over and
shall deliver possession of the Subject Property, or
the part thereof or

<PAGE> 8

interest therein sold, to the purchaser or purchasers
at the sale or be summarily dispossessed in accordance
with the provisions of law applicable to tenants holding
over.

3.5. Lessee represents and warrants Lessor that neither all of
the Subject Property nor any part thereof is to be used as a dwelling
place by Lessee at the time this Lease Supplement is entered into and,
accordingly, the notice requirements of O.C.G.A. ss. 44-14-162.2 shall
not be applicable to any exercise of the power of sale contained in
this Lease Supplement.

3.6. The interest of Lessor under this Lease Supplement and
the liability and obligation of Lessee for the payment of the Lessee
Liabilities arise from a "commercial transaction" within the meaning of
O.C.G.A. ss. 44-14-260(1). Accordingly, pursuant to O.C.G.A. ss.
44-14-263, Lessee waives any and all rights which Lessee may have to
notice prior to seizure by Lessor of any interest in personal property
of Lessee which constitutes part of the Subject Property, whether such
seizure is by writ of possession or otherwise.

3.7. To the extent the Lease and the Lease Supplement are a
deed to secure debt and security agreement creating for Lessor and any
successor thereto title and a security interest and security title in
the Subject Property, Lessee warrants that Lessee has good and
marketable fee simple title to the Subject Property, that Lessee is
lawfully seized and possessed of the Subject Property, that Lessee has
the right to convey the Subject Property, that the Subject Property is
unencumbered except for those matters expressly set forth in Exhibit
"B" attached hereto and by this reference made a part hereof, and that
Lessee shall forever warrant and defend the title to the Subject
Property, against the claims of all persons whomsoever.

3.8 To the extent the Lease and this Lease Supplement are a
deed to secure debt and security agreement, then should the
indebtedness secured by such deed to secure debt be paid according to
the tenor and effect thereof when the same shall become due and
payable, and should Lessee perform all covenants contained in such deed
to secure debt in a timely manner, then the deed to secure debt shall
be cancelled and surrendered.

<PAGE> 9

Supplement) are by this reference incorporated herein and made a part hereof.

SECTION 5. Original Lease Supplement. The single executed original of
this Lease Supplement marked "THIS COUNTERPART IS THE ORIGINAL EXECUTED
COUNTERPART" and containing the receipt of the Agent therefor on or following
the signature page thereof shall be the original executed counterpart of this
Lease Supplement (the "Original Executed Counterpart"). To the extent that this
Lease Supplement constitutes chattel paper, as such term is defined in the
Uniform Commercial Code as in effect in any applicable jurisdiction, no security
interest in this Lease Supplement may be created through the transfer or
possession of any counterpart other than the Original Executed Counterpart.

SECTION 6. GOVERNING LAW. THIS LEASE SUPPLEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF GEORGIA.

SECTION 7. Counterpart Execution. This Lease Supplement may be
executed in any number of counterparts and by each of the parties hereto in
separate counterparts, all such counterparts together constituting but one and
the same instrument.

<PAGE> 10

IN WITNESS WHEREOF, each of the parties hereto has caused this Lease
Supplement to be duly executed by an officer thereunto duly authorized as of the
date and year first above written.

Signed, sealed and delivered SUNTRUST BANKS, INC., as the
before me this 28th day of Lessor
July, 1997.

By /s/ W. P. O'Halloran
-----------------------------------
/s/ R. Todd Shutley Name: William P. O'Halloran
- -------------------------------- -----------------------------
Unofficial Witness Title: SVP & Controller
-----------------------------
/s/ Cheryl T. Lee
- --------------------------------
Notary Public

[NOTARIAL SEAL]

My Commission Expires:

1-30-2000
- ---------------------
LEASE AGREEMENT

S-1

<PAGE> 11
Signed, sealed and delivered CHOICEPOINT INC., as the
before me this 28th day of Lessee
July, 1997.

By:/s/ Doug C. Curling
------------------------------
/s/ Kathleen J. Watkins Name: Doug C. Curling
- ----------------------------------- ---------------------------
Unofficial Witness Title: Executive Vice President
------------------------
Chief Financial Officer
------------------------
/s/ Laura K. Peterson
- -----------------------------------
Notary Public

[NOTARIAL SEAL]

My Commission Expires:
Notary Public Cobb County, Georgia
My Commission Expires June 24, 2000
- -----------------------------------

S-2

<PAGE> 1

================================================================================

EXHIBIT 10.11(d)

OPERATIVE GUARANTY

from

CHOICEPOINT INC.

Dated as of July 31, 1997

================================================================================

<PAGE> 2

TABLE OF CONTENTS

Page

SECTION 1. Operative Guaranty................................................1

SECTION 2. Bankruptcy........................................................2

SECTION 3. Right of Set-Off..................................................3

SECTION 4. Continuing Operative Guaranty.....................................3

SECTION 5. Reinstatement.....................................................3

SECTION 6. Certain Actions...................................................3

SECTION 7. Application.......................................................4

SECTION 8. Waiver............................................................4

SECTION 9. Assignment........................................................4

SECTION 10. Miscellaneous.....................................................4

<PAGE> 3

OPERATIVE GUARANTY

THIS OPERATIVE GUARANTY, dated as of July 31, 1997, is made by
ChoicePoint Inc., a Georgia corporation (the "Guarantor").

W I T N E S S E T H:

WHEREAS, the Guarantor as Lessee and Guarantor, SunTrust Banks, Inc. as
Lessor, and SunTrust Bank, Atlanta, as Agent, have entered into that certain
Master Agreement, dated as of July 31, 1997 (as it may be modified, amended or
restated from time to time as and to the extent permitted thereby, the "Master
Agreement"; and, unless otherwise defined herein, terms which are defined or
defined by reference in the Master Agreement (including Appendix A thereto)
shall have the same meanings when used herein as such terms have therein); and

WHEREAS, it is a condition precedent to the Funding Parties
consummating the transactions to be consummated on each Closing Date that the
Guarantor execute and deliver this Operative Guaranty; and

WHEREAS, it is in the best interests of the Guarantor that the
transactions contemplated by the Master Agreement be consummated on each Closing
Date; and

WHEREAS, this Operative Guaranty, and the execution, delivery and
performance hereof, have been duly authorized by all necessary corporate action
of the Guarantor; and

WHEREAS, this Operative Guaranty is offered by the Guarantor as an
inducement to the Funding Parties to consummate the transactions contemplated in
the Master Agreement, which transactions, if consummated, will be of benefit to
the Guarantor;

NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the Guarantor, the Guarantor hereby agrees as follows:

SECTION 1. Operative Guaranty. The Guarantor hereby unconditionally
guarantees the full and prompt payment when due, whether by acceleration or
otherwise, and at all times thereafter, and the full and prompt performance, of
all of the Liabilities (as hereinafter defined), including interest and earnings
on any such Liabilities whether accruing before or after any bankruptcy or
insolvency case or proceeding involving the

<PAGE> 4

Guarantor or any other Person and, if interest or earnings on any portion of
such obligations ceases to accrue by operation of law by reason of the
commencement of such case or proceeding, including such interest and yield as
would have accrued on any such portion of such obligations if such case or
proceeding had not commenced, and further agrees to pay all reasonable expenses
(including reasonable attorneys' fees and legal expenses actually incurred)
actually paid or incurred by each of the Funding Parties in endeavoring to
collect the Liabilities, or any part thereof, and in enforcing this Operative
Guaranty. The term "Liabilities", as used herein, shall mean all of the
following, in each case howsoever created, arising or evidenced, whether direct
or indirect, joint or several, absolute or contingent, or now or hereafter
existing, or due or to become due: (i) all amounts payable by the Lessee under
the Lease (including, without limitation, Basic Rent, Supplemental Rent and
Recourse Deficiency Amounts), the Master Agreement or any other Operative
Document, and (ii) all principal of the Notes and interest accrued thereon,
Lease Participant Amounts, accrued Yield and all additional amounts and other
sums at any time due and owing, and required to be paid, to the Funding Parties
under the terms of the Master Agreement, the Lease Participation Agreement, the
Loan Agreement, the Assignment of Lease and Rent, the Mortgages, the Notes or
any other Operative Document; provided, however, that the Guarantor will not be
obligated to pay under this Operative Guaranty any amounts greater than the
Lessee would have had to pay, under the Lease, the Master Agreement and the
other Operative Documents assuming that such documents were enforced in
accordance with their terms (and without giving effect to any discharge or
limitation thereon resulting or arising by reason of the bankruptcy or
insolvency of the Lessee), plus all actual and reasonable costs of enforcing
this Operative Guaranty.

By way of extension but not in limitation of any of its other
obligations hereunder, the Guarantor stipulates and agrees that in the event any
foreclosure proceedings are commenced and result in the entering of a
foreclosure judgment, any such foreclosure judgment, to the extent related to
the Liabilities, shall be treated as part of the Liabilities, and the Guarantor
unconditionally guarantees the full and prompt payment of such judgment.

SECTION 2. Bankruptcy. The Guarantor agrees that, in the event of the
dissolution, bankruptcy or insolvency of the Guarantor, or the inability or
failure of the Guarantor generally to pay debts as they become due, or an
assignment by the Guarantor for the benefit of creditors, or the commencement of
any case or proceeding in respect of the Guarantor under any bankruptcy,
insolvency or similar laws, and if such event shall occur at a time when any of
the Liabilities may not then be due and payable, the Guarantor will pay to the
Funding Parties

<PAGE> 5

forthwith the full amount which would be payable hereunder by the Guarantor if
all Liabilities were then due and payable.

SECTION 3. Right of Set-Off. To secure all obligations of the Guarantor
hereunder, each Funding Party shall have a right to set-off, without demand or
notice of any kind, at any time and from time to time when any amount shall be
due and payable by the Guarantor hereunder against any and all balances,
credits, deposits, accounts or moneys of or in the Guarantor's name now or
hereafter, for any reason or purpose whatsoever, in the possession or control
of, or in transit to, any Funding Party or any agent or bailee for any Funding
Party, and apply any such amounts toward the payment of the Liabilities then due
in such order as the Agent may elect in accordance with the Operative Documents.

SECTION 4. Continuing Operative Guaranty. This Operative Guaranty shall
in all respects be a continuing, absolute and unconditional Operative Guaranty
of prompt and complete payment and performance (and not merely of collection),
and shall remain in full force and effect (notwithstanding, without limitation,
the dissolution of the Guarantor) until the termination of the Commitments and
the full and final payment of all of the Liabilities.

SECTION 5. Reinstatement. The Guarantor further agrees that, if at any
time all or any part of any payment theretofore applied to any of the
Liabilities is or must be rescinded or returned for any reason whatsoever
(including, without limitation, the insolvency, bankruptcy or reorganization of
the Guarantor), such Liabilities shall, for the purposes of this Operative
Guaranty, to the extent that such payment is or must be rescinded or returned,
be deemed to have continued in existence, notwithstanding such application, and
this Operative Guaranty shall continue to be effective or be reinstated, as the
case may be, as to such Liabilities, all as though such application had not been
made.

SECTION 6. Certain Actions. The Funding Parties may, from time to time
at their discretion and without notice to the Guarantor, take any or all of the
following actions: (a) retain or obtain (i) a security interest in the Lessee's
interests in the Lease and (ii) a lien or a security interest hereafter granted
by any Person upon or in any property, in each case to secure any of the
Liabilities or any obligation hereunder; (b) retain or obtain the primary or
secondary obligation of any obligor or obligors, in addition to the Guarantor,
with respect to any of the Liabilities; (c) extend or renew for one or more
periods (regardless of whether longer than the original period), or release or
compromise any obligation of the Guarantor hereunder or any obligation of any
nature of any other obligor

<PAGE> 6

(including, without limitation, the Lessor) with respect to any of the
Liabilities; (d) release or fail to perfect its Lien upon or security interest
in, or impair, surrender, release or permit any substitution or exchange for,
all or any part of any property securing any of the Liabilities or any
obligation hereunder, or extend or renew for one or more periods (regardless of
whether longer than the original period) or release or compromise any
obligations of any nature of any obligor with respect to any such property; and
(e) resort to the Guarantor for payment of any of the Liabilities, regardless of
whether the Agent or any other Person shall have resorted to any property
securing any of the Liabilities or any obligation hereunder or shall have
proceeded against any other obligor primarily or secondarily obligated with
respect to any of the Liabilities (all of the actions referred to in this clause
(e) being hereby expressly waived by the Guarantor).

SECTION 7. Application. Any amounts received by any Funding Party from
whatever source on account of the Liabilities shall be applied by it toward the
payment of such of the Liabilities, and in such order of application, as is set
forth in the Operative Documents.

SECTION 8. Waiver. The Guarantor hereby expressly waives: (a) notice
of the acceptance of this Operative Guaranty; (b) notice of the existence or
creation or non-payment of all or any of the Liabilities; (c) presentment,
demand, notice of dishonor, protest, and all other notices whatsoever; and (d)
all diligence in collection or protection of or realization upon the Liabilities
or any thereof, any obligation hereunder, or any security for or Operative
Guaranty of any of the foregoing.

SECTION 9. Assignment. Subject to Section 6 of the Master Agreement,
each Funding Party may, from time to time, whether before or after any
discontinuance of this Operative Guaranty, at its sole discretion and without
notice to the Guarantor, assign or transfer any or all of its portion of the
Liabilities or any interest therein; and, notwithstanding any such assignment or
transfer or any subsequent assignment or transfer thereof, such Liabilities
shall be and remain Liabilities for the purposes of this Operative Guaranty, and
each and every such immediate and successive assignee or transferee of any of
the Liabilities or of any interest therein shall, to the extent of such
assignee's or transferee's interest in the Liabilities, be entitled to the
benefits of this Operative Guaranty to the same extent as if such assignee or
transferee were such Funding Party.

SECTION 10. Miscellaneous. No delay in the exercise of any right or
remedy shall operate as a waiver thereof, and no single or partial exercise of
any right or remedy shall preclude other or further exercise thereof or the
exercise of any other right or

<PAGE> 7

remedy; nor shall any modification or waiver of any of the provisions of this
Operative Guaranty be binding upon any Funding Party except as expressly set
forth in a writing duly signed and delivered on its behalf. No action permitted
hereunder shall in any way affect or impair any Funding Party's rights or the
Guarantor's obligations under this Operative Guaranty. For the purposes of this
Operative Guaranty, Liabilities shall include all of the obligations described
in the definition thereof, notwithstanding any right or power of the Lessee or
the Lessor or anyone else to assert any claim or defense (other than final
payment) as to the invalidity or unenforceability of any such obligation, and no
such claim or defense shall affect or impair the obligations of the Guarantor
hereunder. The Guarantor's obligations under this Operative Guaranty shall be
absolute and unconditional irrespective of any circumstance whatsoever which
might constitute a legal or equitable discharge or defense of the Guarantor. The
Guarantor hereby acknowledges that there are no conditions to the effectiveness
of this Operative Guaranty.

This Operative Guaranty shall be binding upon the Guarantor and upon
the Guarantor's successors and permitted assigns; and all references herein to
the Guarantor shall be deemed to include any successor or successors, whether
immediate or remote, to such Person; provided that the Guarantor shall not
assign its obligations hereunder without the prior written consent of the
Funding Parties.

Wherever possible each provision of this Operative Guaranty shall be
interpreted in such manner as to be effective and valid under Applicable Law,
but if any provision of this Operative Guaranty shall be prohibited by or
invalid thereunder, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Operative Guaranty.

THE GUARANTOR: (A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS OPERATIVE GUARANTY, OR FOR RECOGNITION AND
ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL
JURISDICTION OF THE COURTS OF THE STATE OF GEORGIA SITTING IN FULTON COUNTY,
GEORGIA, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE NORTHERN DISTRICT OF
GEORGIA, AND APPELLATE COURTS FROM ANY THEREOF; (B) CONSENTS THAT ANY SUCH
ACTION OR PROCEEDINGS MAY BE BROUGHT TO SUCH COURTS, AND WAIVES ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING
IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN
INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME; (C) AGREES THAT
SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY
DELIVERING A COPY THEREOF TO IT AT ITS ADDRESS SET FORTH BELOW OR AT SUCH OTHER
ADDRESS OF WHICH THE

<PAGE> 8

OTHER PARTIES TO THE MASTER AGREEMENT SHALL HAVE BEEN NOTIFIED PURSUANT TO
SECTION 8.2 OF THE MASTER AGREEMENT; AND (D) AGREES THAT NOTHING HEREIN SHALL
AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR SHALL LIMIT THE RIGHT OF THE FUNDING PARTIES TO SUE IN ANY OTHER
JURISDICTION.

All notices, demands, declarations, consents, directions, approvals,
instructions, requests and other communications required or permitted by this
Operative Guaranty shall be in writing and shall be deemed to have been duly
given when addressed to the appropriate Person and delivered in the manner
specified in Section 8.2 of the Master Agreement. The initial address for
notices to each Guarantor is set forth below.

THIS OPERATIVE GUARANTY SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF GEORGIA, WITHOUT REGARD TO
CONFLICT OF LAW PRINCIPLES.

<PAGE> 9

IN WITNESS WHEREOF, the Guarantor has caused this Operative Guaranty to
be executed and delivered as of the date first above written.

CHOICEPOINT INC.

By: Doug c. Curling
--------------------------------
Name Printed:Doug C. Curling
Title:Executive Vice President-CFO
Address: 1000 Alderman Drive
Alpharetta, Georgia 30202

S-1

<PAGE> 1
================================================================================

EXHIBIT 10.11(e)

CONSTRUCTION AGENCY AGREEMENT

dated as of July 31, 1997

among

SUNTRUST BANKS, INC.

and

CHOICEPOINT INC.
as Construction Agent

================================================================================

<PAGE> 2

TABLE OF CONTENTS

Page

ARTICLE I
DEFINITIONS

1.1. Defined Terms..................................................2

ARTICLE II
APPOINTMENT OF CONSTRUCTION AGENT

2.1. Appointment....................................................2
2.2. Acceptance; Construction.......................................2
2.3. Commencement of Construction...................................2
2.4. Supplements to this Agreement..................................2
2.5. Term...........................................................3
2.6. Identification of Properties; Construction Documents...........3
2.7. Scope of Authority.............................................3
2.8. Covenants of the Construction Agent............................4

ARTICLE III
THE BUILDINGS

3.1. Construction...................................................5
3.2. Amendments; Modifications......................................5
3.3. Casualty, Condemnation and Construction Force Majeure
Events.........................................................6

ARTICLE IV
PAYMENT OF FUNDS

4.1. Funding of Property Acquisition Costs and Property
Buildings Costs................................................6

ARTICLE V
CONSTRUCTION AGENCY EVENTS OF DEFAULT

5.1. Construction Agency Events of Default..........................7
5.2. Damages........................................................8
5.3. Remedies; Remedies Cumulative..................................8

ARTICLE VI
NO CONSTRUCTION AGENCY FEE

6.1. Lease as Fulfillment of Lessor's Obligations...................8

<PAGE> 3

Page

ARTICLE VII
LESSOR'S RIGHTS; CONSTRUCTION AGENT'S RIGHTS

7.1. Exercise of the Lessor's Rights................................9
7.2. Lessor's Right to Cure Construction Agent's Defaults...........9

ARTICLE VIII
MISCELLANEOUS

8.1. Notices........................................................9
8.2. Successors and Assigns.........................................9
8.3. GOVERNING LAW.................................................10
8.4. Amendments and Waivers........................................10
8.5. Counterparts..................................................10
8.6. Severability..................................................10
8.7. Headings and Table of Contents................................10
||

EXHIBITS

Exhibit A Form of Supplement to Construction
Agency Agreement

Exhibit B Form of Assignment of Construction
Contracts

<PAGE> 4

CONSTRUCTION AGENCY AGREEMENT

CONSTRUCTION AGENCY AGREEMENT, dated as of July 31, 1997 (as amended,
supplemented or otherwise modified from time to time, this "Agreement"), between
SUNTRUST BANKS, INC., a Georgia corporation, (the "Lessor"), and CHOICEPOINT
INC., a Georgia corporation (in its capacity as construction agent, the
"Construction Agent").

PRELIMINARY STATEMENT

A. ChoicePoint Inc., as lessee (the "Lessee"), and Lessor, as lessor,
are parties to that certain Lease (as amended, supplemented or otherwise
modified from time to time pursuant thereto, the "Lease"), pursuant to which the
Lessee has agreed to lease from Lessor, and Lessor have agreed to lease to
Lessee, Lessor's interests in certain Leased Properties.

B. Lessor, the Lessee, and SunTrust Bank, Atlanta, as agent (in such
capacity, the "Agent") are parties to that certain Master Agreement, dated as of
even date herewith (as amended, supplemented or otherwise modified from time to
time pursuant thereto, the "Master Agreement").

C. Subject to the terms and conditions hereof, (i) the Lessor desires
to appoint the Construction Agent as its sole and exclusive agent for the
identification and acquisition of the Land pursuant to the Master Agreement and
construction of the Buildings in accordance with the Plans and Specifications
and pursuant to the Master Agreement, and (ii) the Construction Agent desires,
for the benefit of the Lessor, to cause the Buildings to be constructed in
accordance with the Plans and Specifications and pursuant to the Master
Agreement and this Agreement, in each case in accordance with the terms herein
set forth.

NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto covenant and agree as follows:

<PAGE> 5

ARTICLE I

DEFINITIONS

1.1. Defined Terms. Capitalized terms used but not
otherwise defined in this Agreement shall have the meanings set forth in the
Master Agreement.

ARTICLE II

APPOINTMENT OF CONSTRUCTION AGENT

2.1. Appointment. Pursuant to and subject to the terms and conditions
set forth herein and in the Master Agreement and the other Operative Documents,
the Lessor hereby irrevocably designates and appoints the Construction Agent as
its exclusive agent for the identification and acquisition from time to time of
Land to be acquired by the Lessor and construction of the Buildings in
accordance with the Plans and Specifications on such Land.

2.2. Acceptance; Construction. The Construction Agent hereby
unconditionally accepts the designation and appointment as Construction Agent.
The Construction Agent will cause the Buildings to be constructed on the Land in
substantial accordance with the Plans and Specifications and equipped in
substantial compliance in all material respects with all Requirements of Law and
insurance requirements.

2.3. Commencement of Construction. Subject to Construction Force
Majeure Events, the Construction Agent hereby agrees, unconditionally and for
the benefit of the Lessor, to commence construction of a Building on each parcel
of Land as soon as is practicable after the Closing Date in respect of such
Property. For purposes hereof, construction of a Building shall be deemed to
commence on the date (the "Construction Commencement Date") on which [excavation
for the foundation for such Building] commences, as certified by the
Construction Agent to the Lessor and the Agent in writing. Without limiting the
foregoing, no phase of such construction shall be undertaken until all permits
required for such phase have been issued therefor.

2.4. Supplements to this Agreement. On the Closing Date of each parcel
of Land, the Lessor and the Construction Agent shall each execute and deliver to
the Agent a supplement to this Agreement in the form of Exhibit A to this
Agreement, appropriately completed, pursuant to which the Lessor and the
Construction Agent shall, among other things, each acknowledge and agree that
the construction and development of such Land will be governed by the terms of
this Agreement. Following the

<PAGE> 6

execution and delivery of a supplement to this Agreement as provided above, such
supplement and all supplements previously delivered under this Agreement shall
constitute a part of this Agreement.

2.5. Term. This Agreement shall commence on the date hereof and shall
terminate with respect to any given Leased Property upon the first to occur of:

(a) payment by the Lessee of the Leased Property Balance and
termination of the Lease with respect to such Leased Property in
accordance with the Lease;

(b) the expiration or earlier termination of the ease; and

2.6. Identification of Properties; Construction Documents. The
Construction Agent may execute any of its duties and obligations under this
Agreement by or through agents, contractors, employees or attorneys-in-fact, and
the Construction Agent shall enter into such agreements with architects and
contractors as the Construction Agent deems necessary or desirable for the
construction of the Buildings pursuant hereto (the "Construction Documents");
provided, however, that no such delegation shall limit or reduce in any way the
Construction Agent's duties and obligations under this Agreement; provided,
further, that contemporaneously with the execution and delivery of a
Construction Document, the Construction Agent will execute and deliver to the
Lessor the Assignment of Construction Documents in the form of Exhibit B
attached hereto, pursuant to which the Construction Agent assigns to the Lessor,
among other things, all of the Construction Agent's rights under and interests
in such Construction Documents.

2.7. Scope of Authority. (a) Subject to the terms, conditions,
restrictions and limitations set forth in the Operative Documents, the Lessor
hereby expressly authorizes the Construction Agent, or any agent or contractor
of the Construction Agent, and the Construction Agent unconditionally agrees,
for the benefit of the Lessor, to take all action necessary or desirable for the
performance and satisfaction of all of the Construction Agent's obligations
hereunder with respect to the Leased Properties acquired by the Lessor,
including, without limitation:

(i) the identification and assistance with the acquisition of
Land in accordance with the terms and conditions of the Master
Agreement;

<PAGE> 7

(ii) all design and supervisory functions relating to
the construction of the Buildings and performing all
engineering work related to the construction of the
Buildings;

(iii) negotiating and entering into all contracts or
arrangements to procure the equipment and services necessary to
construct the Buildings on such terms and conditions as are customary
and reasonable in light of local standards and practices;

(iv) obtaining all necessary permits, licenses, consents,
approvals and other authorizations, including those required under
Applicable Law (including Environmental Laws), from all Governmental
Authorities in connection with the development and construction of the
Buildings on the Land in accordance with the Plans and Specifications;

(v) maintaining all books and records with respect to
the construction, operation and management of the Leased
Properties; and

(vi) performing any other acts necessary in connection with
the identification and acquisition of the Land and construction and
development of the Buildings in accordance with the Plans and
Specifications.

(b) Neither the Construction Agent nor any of its Affiliates or agents
shall enter into any contract which would, directly or indirectly, impose any
liability or obligation on the Lessor unless such contract expressly contains an
acknowledgment by the other party or parties thereto that the obligations of the
Lessor are non-recourse, and that the Lessor shall have no personal liability
with respect to such obligations. Subject to the foregoing, the Lessor shall
execute such documents and take such other actions as the Construction Agent
shall reasonably request, at the Construction Agent's expense, to permit the
Construction Agent to perform its duties hereunder.

(c) Subject to the terms and conditions of this Agreement and the
other Operative Documents, the Construction Agent shall have sole management and
control over the construction means, methods, sequences and procedures with
respect to the construction of the Buildings.

2.8. Covenants of the Construction Agent. The Construction Agent
hereby covenants and agrees that it will:

(a) following the Construction Commencement Date for each
parcel of Land, cause construction of a Building on such Land to be
prosecuted diligently and without undue

<PAGE> 8

interruption substantially in accordance with the Plans and
Specifications for such Land and in compliance in all material respects
with all Requirements of Law and insurance requirements;

(b) notify the Lessor and the Agent in writing not less than
five (5) Business Days after the occurrence of each Construction Force
Majeure Event;

(c) take all reasonable and practical steps to minimize the
disruption of the construction process arising from Construction Force
Majeure Events;

(d) take all reasonable and practical steps to cause the
Completion Date for such Leased Property to occur on or prior to the
Scheduled Construction Termination Date for such Leased Property, and
cause all Liens (including, without limitation, Liens or claims for
materials supplied or labor or services performed in connection with
the construction of the Buildings), other than Permitted Liens and
Lessor Liens, to be discharged;

(e) following the Completion Date for each Leased Property,
cause all outstanding punch list items with respect to the Buildings on
such Leased Property to be completed within sixty (60) days after said
Completion Date; and

(f) at all times during construction of any Building, cause
all title to all personalty financed by the Lessor on or within such
Leased Property to be and remain vested in the Lessor and cause to be
on file with the applicable filing office all necessary documents under
Article 9 of the Uniform Commercial Code to perfect such title free of
all Liens other than Permitted Liens, it being understood and
acknowledged that such Lessor's rights, title and interest in and to
said personalty have been assigned to the Agent pursuant to the
Operative Documents.

ARTICLE III

THE BUILDINGS

3.1. Construction. The Construction Agent shall cause the
Buildings to be constructed, equipped, maintained and used in compliance in all
material respects with all Requirements of Law and insurance requirements.

3.2. Amendments; Modifications. The Construction Agent may,
subject to the conditions, restrictions and limitations set

<PAGE> 9

forth herein and in the Operative Documents (but not otherwise), at any time
during the term hereof revise, amend or modify the Plans and Specifications
without the consent of the Lessor; provided, however, that the Lessor's prior
written consent will be required in the following instances: (x) such revision,
amendment or modification would result in the Completion Date of the Buildings
occurring after the Scheduled Construction Termination Date, or (y) such
revision, amendment or modification would result in the cost for such Leased
Property exceeding the then remaining Commitments, or (z) the aggregate effect
of such revision, amendment or modification, when taken together with any
previous or contemporaneous revision, amendment or modification to the Plans and
Specifications for such Leased Property, would be to reduce the Fair Market
Sales Value of such Leased Property in a material respect when completed.

3.3. Casualty, Condemnation and Construction Force Majeure Events. If
at any time prior to the Completion Date with respect to any Building there
occurs a Casualty or a Construction Force Majeure Event or the Lessor or the
Construction Agent receives notice of a Condemnation, then, except as otherwise
provided in the Lease, in each case the Construction Agent shall promptly and
diligently take all reasonable and practical steps to complete the construction
of the Building substantially in accordance with the Plans and Specifications
and with the terms hereof, and cause the Completion Date to occur on or prior to
the Scheduled Construction Termination Date.

ARTICLE IV

PAYMENT OF FUNDS

4.1. Funding of Property Acquisition Costs and Property Buildings
Costs. (a) In connection with the acquisition of any Land and during the course
of the construction of the Buildings on any Land, the Construction Agent may
request that the Lessor advance funds for the payment of acquisition,
transaction and closing costs or property improvements costs, and the Lessor
will comply with such request to the extent provided for under, and subject to
the conditions, restrictions and limitations contained in, the Master Agreement
and the other Operative Documents.

(b) The proceeds of any funds made available to the Lessor to pay
acquisition, transaction and closing costs or improvements costs shall be made
available to the Construction Agent in accordance with the Funding Request
relating thereto and the terms of the Master Agreement. The Construction Agent
will use such proceeds only to pay the acquisition, transaction and closing
costs or improvements costs for Leased Properties set forth in the Funding
Request relating to such funds.

<PAGE> 10

ARTICLE V

CONSTRUCTION AGENCY EVENTS OF DEFAULT

5.1. Construction Agency Events of Default. If any one or
more of the following events (each a "Construction Agency Event of Default")
shall occur and be continuing:

(a) the Construction Agent fails to apply any funds paid by,
or on behalf of, the Lessor to the Construction Agent for the
acquisition of the Land and the construction of the Buildings to the
payment of acquisition, transaction and closing costs or improvements
costs for such Leased Property;

(b) subject to Construction Force Majeure Events, the
Construction Commencement Date with respect to any Leased Property
shall fail to occur for any reason on or prior to the Scheduled
Construction Termination Date;

(c) the Completion Date with respect to any Leased Property
shall fail to occur for any reason on or prior to the Funding
Termination Date;

(d) any Lease Event of Default shall have occurred and be
continuing; or

(e) the Construction Agent shall fail to observe or perform
any term, covenant or condition of this Agreement (except those
specified in clauses (a) through (d) above), and such failure shall
remain uncured for a period of thirty (30) days after notice thereof to
the Construction Agent; provided, however, no Construction Agency Event
of Default shall be deemed to occur if such failure or breach cannot
reasonably be cured within such period, so long as the Construction
Agent shall have promptly commenced the cure thereof and continues to
act with diligence to cure such failure or breach and such failure or
breach is cured within 180 days after notice thereof to the
Construction Agent;

then, in any such event, the Lessor may, in addition to the other rights and
remedies provided for in this Article, immediately terminate this Agreement as
to any Leased Property or Properties or all of the Leased Properties,
separately, successively or concurrently (all in Lessor's sole discretion) by
giving the Construction Agent written notice of such termination, and upon the
giving of such notice, this Agreement shall terminate as to such Leased Property
or Properties or all of the Leased Properties (as the case may be) and all
rights of the Construction Agent and all obligations of the Lessor under this
Agreement with respect to such Leased Property or Properties or

<PAGE> 11

all of the Leased Properties (as the case may be) shall cease. The Construction
Agent shall pay upon demand all reasonable costs, expenses, losses, expenditures
and damages (including, without limitation, attorneys' fees and disbursements)
actually incurred by or on behalf of the Lessor in connection with any
Construction Agency Event of Default and, in the case of a Non- Completion
Event, the Construction Agent shall make the Completion Costs Payment to the
Lessor.

5.2. Damages. The termination of this Agreement pursuant to Section
5.1 shall in no event relieve the Construction Agent of its liability and
obligations hereunder, all of which shall survive any such termination.

5.3. Remedies; Remedies Cumulative. (a) If a Construction Agency Event
of Default shall have occurred and be continuing, the Lessor shall have all
rights and remedies available under the Operative Documents or available at law,
equity or otherwise. Notwithstanding the foregoing, if a Construction Agency
Event of Default hereunder relates only to a specific Leased Property or
specific Leased Properties but not all Leased Properties (but in any event
excluding any Lease Event of Default), the Construction Agent shall have the
right to cure such Construction Agency Event of Default by purchasing such
Leased Property or Properties for the Leased Property Balance(s) therefor from
the Lessor in accordance with the terms and subject to the conditions,
restrictions and limitations of Section 14.5 of the Lease.

(b) No failure to exercise and no delay in exercising, on the part of
the Lessor, any right, remedy, power or privilege under this Agreement or under
the other Operative Documents shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege under this
Agreement preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and
privileges provided in this Agreement are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.

ARTICLE VI

NO CONSTRUCTION AGENCY FEE

6.1. Lease as Fulfillment of Lessor's Obligations. All obligations,
duties and requirements imposed upon or allocated to the Construction Agent
shall be performed by the Construction Agent at the Construction's Agent's sole
cost and expense, and the Construction Agent will not be entitled to, and the
Lessor shall not have any obligation to pay, any agency fee or other fee

<PAGE> 12

or compensation, and the Construction Agent shall not be entitled to, and the
Lessor shall not have any obligation to make or pay, any reimbursement therefor,
it being understood that this Agreement is being entered into as consideration
for and as an inducement to the Lessor entering into the Lease and the other
Operative Documents.

ARTICLE VII

LESSOR'S RIGHTS; CONSTRUCTION AGENT'S RIGHTS

7.1. Exercise of the Lessor's Rights. The Construction Agent hereby
acknowledges and agrees that, subject to and in accordance with the terms of the
Construction Agency Agreement Assignment made by the Lessor in favor of the
Agent, the rights and powers of the Lessor under this Agreement have been
assigned to and may be exercised by the Agent.

7.2. Lessor's Right to Cure Construction Agent's Defaults. The Lessor,
without waiving or releasing any obligation or Construction Agency Event of
Default, may (but shall be under no obligation to) remedy any Construction
Agency Event of Default for the account of and at the sole cost and expense of
the Construction Agent. All reasonable out of pocket costs and expenses so
incurred (including actual and reasonable fees and expenses of counsel),
together with interest thereon at the Overdue Rate from the date on which such
sums or expenses are paid by the Lessor, shall be paid by the Construction Agent
to the Lessor on demand.

ARTICLE VIII

MISCELLANEOUS

8.1. Notices. All notices, consents, directions, approvals,
instructions, requests, demands and other communications required or permitted
by the terms hereof to be given to any Person shall be given in writing in the
manner provided in, shall be sent to the respective addresses set forth in, and
the effectiveness thereof shall be governed by the provisions of, Section 8.2 of
the Master Agreement.

8.2. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the Lessor, the Construction Agent and their respective
legal representatives, successors and permitted assigns. The Construction Agent
shall not assign its rights or obligations hereunder without the prior written
consent of the Lessor and the Agent.

<PAGE> 13

8.3. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA, WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES.

8.4. Amendments and Waivers. The Lessor and the Construction Agent
may from time to time, enter into written amendments, supplements or
modifications hereto.

8.5. Counterparts. This Agreement may be executed on any
number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same agreement.

8.6. Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

8.7. Headings and Table of Contents. The headings and table of
contents contained in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.

<PAGE> 14

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

CHOICEPOINT INC.

By /s/ Doug C. Curling
-----------------------------------
Name: Doug C. Curling
Title: Executive Vice President-CFO

SUNTRUST BANKS, INC.

By R.C. Shufeldt
-----------------------------------
Name: R.C. Shufeldt
Title: SVP

S-1

<PAGE> 15

EXHIBIT A

Supplement to Construction Agency Agreement

SUPPLEMENT to Construction Agency Agreement, dated as of
______________, 199_, between SUNTRUST BANKS, INC., (the "Lessor"), and
CHOICEPOINT INC., a Georgia corporation (in its capacity as construction agent,
the "Construction Agent"). Capitalized terms used but not otherwise defined
herein shall have the meanings given them in the Construction Agency Agreement.

The Lessor and the Construction Agent are parties to that certain
Construction Agency Agreement, dated as of July 31, 1997 (as amended,
supplemented or otherwise modified, the "Construction Agency Agreement"),
pursuant to which (i) the Lessor has appointed the Construction Agent as its
sole and exclusive agent in connection with the identification and acquisition
of Land and construction of the Buildings in accordance with the Plans and
Specifications, and (ii) the Construction Agent has agreed, for the benefit of
the Lessor, to cause the construction of the Buildings to be completed in
accordance with the Plans and Specifications.

Subject to the terms and conditions of the Construction Agency
Agreement, the Lessor and the Construction Agent desire that the terms of the
Construction Agency Agreement apply to the Land described in Schedule 1 and wish
to execute this Supplement to provide therefor.

1. The Construction Agent agrees to act as Construction Agent and to
perform its obligations under the Construction Agency Agreement in connection
with the completion of construction of the Building on the Land described in
Schedule 1 in accordance with the Plans and Specifications for such Land. The
Construction Agent hereby represents and warrants to Lessor that the
Construction Agent has heretofore delivered to Lessor a true, correct and
complete copy of the Plans and Specifications for the Building on the Land
described in Schedule 1 or, if not available on the date hereof, will deliver
such Plans and Specifications as soon as available.

<PAGE> 16

2. Each of the Lessor and the Construction Agent acknowledges, and
agrees, that the construction and development of the Land described in Schedule
1 shall be governed by the terms of the Construction Agency Agreement.

3. The anticipated construction budget relating to the construction and
development of the Building on the Land described in Schedule 1 is $__________.
The acquisition cost of the Land described in Schedule 1 is $___________.

4. This Supplement shall, upon its execution and delivery, constitute a
part of the Construction Agency Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.

CHOICEPOINT INC.

By
------------------------
Name:
Title:

SUNTRUST BANKS, INC.

By
------------------------
Name:
Title:

<PAGE> 1
EXHIBIT 10.12

SUBLEASE AGREEMENT

THIS SUBLEASE AGREEMENT (this "Sublease") is made as of the 31st day of
July, 1997 between EQUIFAX INC., a Georgia corporation ("Sublandlord"), and
EQUIFAX SERVICES INC., a Georgia corporation ("Subtenant").

RECITALS

1600 Peachtree, L.L.C. (the "Prime Landlord"), as lessor, and
Sublandlord, as lessee, entered into that certain Headquarters Facility Lease
(as the same may be amended, renewed or extended from time to time, the "Prime
Lease"), dated as of March 11, 1994, for the lease by Sublandlord of that
certain property and building known as 1600 Peachtree Street, NW, according to
the current system of numbering, located in Atlanta, Georgia, as more
particularly described in the Prime Lease (the "Property"). The building located
on the Property is herein referred to as the "Building."

Sublandlord and Subtenant desire to enter into this Sublease, pursuant to
the terms of which Subtenant will lease from Sublandlord and Sublandlord will
lease to Subtenant a portion of the Building and related facilities on the
Property.

AGREEMENT

NOW THEREFORE, for and in consideration of Ten and No/100 Dollars
($10.00) and the mutual covenants and obligations set forth in this Sublease,
Sublandlord and Subtenant do hereby agree as follows:

1. Subleased Premises. Sublandlord does hereby lease to Subtenant,
and Subtenant leases and rents from Sublandlord that portion of the first floor
of the Building consisting of approximately 14,080 usable (16,474 rentable)
square feet as shown outlined and cross-hatched on the floor plan attached
hereto as Exhibit A and incorporated herein by this reference (the "Subleased
Premises"). The Subleased Premises are being leased by Sublandlord to Subtenant
"as is" and Subtenant accepts the Subleased Premises in such condition.
Sublandlord shall not be obligated to construct any demising walls or make any
improvements whatsoever with regard to the Subleased Premises. Subtenant shall
make no alterations within the Subleased Premises without the prior written
consent of Sublandlord, which consent shall not be unreasonably withheld.

2. Parking; Use of Common Areas and Facilities.

<PAGE> 2

except that Subtenant's individual employees may qualify for use of such
reserved parking spaces under the same procedures and years of service
requirements as are applicable to Sublandlord, receiving credit for years of
service with Sublandlord immediately prior to the date of this Sublease.

(b) Use of Related Facilities and Services. Subtenant is
granted a license to use, on a non-exclusive basis, the common areas and
equipment rooms used as such by Sublandlord, conference rooms, training rooms,
cafeteria facilities and mailroom facilities in the Building, as more
specifically described in Exhibit B attached hereto and incorporated herein by
this reference. Conference rooms and training rooms shall be scheduled on an
availability basis in accordance with Sublandlord's reservation procedures.
Subtenant shall pay its pro rata share of overhead allocable to such areas as
Additional Rent as set forth below. Subtenant's mail may be delivered to the
Sublandlord's mail room and shall be delivered to one location within the
Subleased Premises (i.e., Sublandlord shall have no responsibility for
delivering Subtenant's mail directly to individual addressees).

3. Term. The term of this Sublease ("Sublease Term") shall be for
five (5) years, commencing at 5:00 p.m. on the 31st day of July, 1997 and
expiring at 12:00 midnight on July 30, 2002, unless the Prime Lease or this
Sublease is sooner terminated in accordance with the terms and conditions set
forth therein or herein. Subtenant has no options to renew or extend the
Sublease Term.

4. Rent. Subtenant shall pay to Sublandlord a base rent ("Base Rent")
of One Hundred Twelve Thousand Five Hundred Seventeen and no/100 Dollars per
annum ($112,517.00). The Base Rent shall be payable by Subtenant to Sublandlord
in advance in twelve equal monthly installments of Nine Thousand Three Hundred
Seventy-Six and 42/100 Dollars ($9,376.42) each, which are due and payable on or
before the first day of each calendar month during the Sublease Term with
appropriate prorations for partial months.

5. Additional Rent.

(a) Subtenant agrees to pay Sublandlord throughout the Sublease
Term, as "Additional Rent" hereunder, for Subtenant's Share (as defined below)
of the annual Operating Expenses (as defined below). The Additional Rent shall
be payable in advance in twelve equal monthly installments on the same date and
in the same manner as Rent is payable hereunder. For any partial period to which
an Operating Expense is allocable but this Sublease is not in effect (by way of
illustration only, annual insurance premiums for coverage expiring after
termination of the Sublease Term), Subtenant's Share for such period shall be
subject to a pro rata adjustment based upon the number of days prior to the
expiration of the Sublease Term. The amount of monthly Additional Rent is
determined by Sublandlord on an annual basis. The annual Additional Rent amounts
for the period ending December 31, 1997 is attached hereto as Exhibit C. The

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<PAGE> 3
amount of Additional Rent shall be reviewed by Sublandlord and adjusted
annually. There shall be no adjustments for prior years; provided, however, that
any Operating Expenses in addition to the amounts used as a basis for such
calculated payment of Additional Rent for the previous year shall be passed on
to Subtenant through the calculation of Additional Rent payments for the next
calendar year.

(b) The term "Subtenant's Share" shall mean the amounts of
Operating Expenses allocable to the Subleased Premises determined by historical
allocation of the Sublandlord with respect to the Operating Expenses for the
entire Property. If Subtenant does not occupy the Subleased Premises for the
entire full calendar year in which the Sublease Term commences or ends,
Subtenant's Share of Operating Expenses for the applicable calendar year shall
be appropriately prorated for the partial year during which Subtenant occupied
the Subleased Premises, based on the number of days Subtenant has occupied the
Subleased Premises during that year.

(c) "Operating Expenses" shall be all those expenses of
operating, servicing, managing, maintaining and repairing the Property,
Building, all parking areas and related common areas in a manner deemed by
Sublandlord reasonable and appropriate and in a manner consistent with
first-class office buildings in metropolitan Atlanta, Georgia. All Operating
Expenses shall be as actually incurred by Sublandlord. Subtenant may have
reasonable access to Sublandlord's records in order to audit or otherwise verify
Subtenant's Share of such expenses. Operating Expenses shall include, without
limitation, the following:

(1) All taxes and assessments, whether general or
special, applicable to the Property and the Building, which shall include
real and personal property ad valorem taxes, and any and all reasonable
costs and expenses incurred by Sublandlord in seeking a reduction of any
such taxes and assessments. However, Subtenant shall not be obligated for
taxes on the net income to Sublandlord for the sublease hereunder, unless
there is imposed in the future a tax on rental income on the Building in
lieu of the real property ad valorem taxes, in which event such tax shall
be deemed an Operating Expense of the Building;

(2) Insurance premiums and deductible amounts,
including, without limitation, for commercial general liability, "all
risks" property, rent loss and other coverages carried by Sublandlord on
the Building and Property as required by the Prime Lease;

(3) Overhead allocated to operation, repair and
maintenance of the parking areas, common areas, conference rooms,
training rooms, cafeteria facilities (including any subsidization of meal
costs) and mailroom facilities, in accordance with Exhibit B hereto, as
allocated by Sublandlord's cost management system;

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<PAGE> 4
(4) All expenses borne by Sublandlord with respect to
the Building or the Property pursuant to the Prime Lease;

(5) All utilities, including, without limitation, water,
electricity, power, heating, lighting, ventilation, sanitary sewer and
air conditioning of the Building, but not including those utility charges
actually paid directly by Subtenant, if any;

(6) Landscaping and janitorial and maintenance expenses,
including janitorial services and janitorial supplies and other materials
used in the operation and maintenance of the Building, and the cost of
maintenance and service agreements on equipment, window cleaning, grounds
maintenance, pest control, security, trash and snow removal, and other
similar services or agreements;

(7) The costs, including interest, amortized over its
useful life, of any capital improvement made to the Building by or on
behalf of Sublandlord after the date of this Sublease which is required
under any governmental law or regulation (or any judicial interpretation
thereof) that was not applicable to the Building as of the date of this
Sublease, and of the acquisition and installation of any device or
equipment designed to improve the operating efficiency of any system
within the Building;

(8) All services, supplies, repairs, replacements or
other expenses directly and reasonably associated with servicing,
maintaining, managing and operating the Building, including, but not
limited to the lobby, vehicular and pedestrian traffic areas and other
common use areas;

(9) Wages and salaries of Sublandlord's employees (not
above the level of building manager) engaged in the maintenance,
operation, repair and services of the Property, including taxes,
insurance and customary fringe benefits;

(10) Reasonable legal and accounting costs;

(11) Costs to maintain and repair the Building and
Property;

(12) Security costs unless the cost of that service
contract is already included in Operating Expenses as described above.

(d) Operating Expenses shall not include the cost of long
distance telephone service or any telephone related expense in excess of basic
service (unless Sublandlord obtains such services for all telephones in the
Building and pays for the same).

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<PAGE> 5

(e) For the utility costs included in Operating Expenses, the
electricity provided to the Subleased Premises shall be on a level suitable for
normal office use, including usual and normal small office machines and similar
equipment using 110 volt current, and lighting of the Subleased Premises to
building standard light levels produced by building standard lighting fixtures
(Subtenant being obligated to pay for replacement of all light bulbs including
fluorescent tubes). Seasonal air conditioning and heating shall be on Monday
through Friday inclusive, with holidays observed by Sublandlord and legal
holidays excepted, from 8:00 A.M. to 5:00 P.M. Sublandlord reserves the right to
prohibit installation within the Subleased Premises of equipment using
electricity in amounts greater than the amounts provided, including, but not
limited to, non-standard lighting, electric heaters, air conditioners, data
processing and duplicating equipment, stoves, microwaves, refrigerators and
vending machines. Sublandlord shall not be liable for any damages directly or
indirectly resulting from the installation, use, or interruption of use of
utilities or the furnishing of services referred to in this paragraph where such
interruption results from circumstances beyond Sublandlord's reasonable control
or from interruptions made necessary by repairs and maintenance being undertaken
by Sublandlord.

6. Use and Maintenance. Subtenant's use of the Subleased Premises
shall be strictly in accordance with the use provisions of the Prime Lease.
Subtenant's maintenance obligations with respect to the Subleased Premises shall
be the same as Sublandlord's maintenance obligations with respect to the
Property and the Building pursuant to the terms of the Prime Lease, except that
Sublandlord and not Subtenant shall be responsible for maintenance of the
exterior and structural portions of the Subleased Premises.

7. Relationship to Prime Lease. This Sublease and all of Subtenant's
rights hereunder are expressly subject to and subordinate to all of the terms of
the Prime Lease. Subtenant hereby acknowledges that it has received a copy of
the Prime Lease and has read all of the terms and conditions thereof.
Sublandlord shall provide to Subtenant copies of all modifications or amendments
to the Prime Lease which in any manner affect Subtenant's obligations hereunder.
Subtenant hereby agrees to and does assume all obligations of Sublandlord, as
Lessee under the Prime Lease, with respect to the Subleased Premises. All of the
terms and conditions of the Prime Lease are hereby incorporated into this
Sublease by reference as if fully set forth herein, except for Article 18 and
all provisions relating to the "Vacant Land", as therein defined, and except
that "LESSOR" shall be read as "Sublandlord" and "LESSEE" shall be read as
"Subtenant"; provided, however, that Subtenant hereby acknowledges that
Subtenant shall look solely to Sublandlord for the performance of all the Prime
Landlord's obligations under the Prime Lease and that Sublandlord shall not be
obligated with respect to such obligations unless the same are fulfilled by the
Prime Landlord under the Prime Lease.

8. Default. Any act or omission by Subtenant that would constitute a
default under the Prime Lease shall be deemed a default by Subtenant under this
Sublease. In addition, any failure by Subtenant to pay Base Rent when due (and
the continuance of

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<PAGE> 6

such failure for five (5) days following notice from Sublandlord to Subtenant)
or any failure by Subtenant to perform any other obligations required under this
Sublease (and the continuance of such failure for five (5) days following notice
from Sublandlord to Subtenant) shall be deemed a default hereunder. Any such
default by Subtenant shall entitle Sublandlord to exercise any and all remedies
available to Prime Landlord under the Prime Lease or any other remedies
available at law or in equity under the laws of the State of Georgia.

9. Quiet Enjoyment. Provided Subtenant has performed its obligations
hereunder, Subtenant shall have the quiet enjoyment of the Subleased Premises
without interference by Sublandlord. Sublandlord shall use its reasonable
business judgment in determining when and whether to enforce Prime Landlord's
obligations under the Prime Lease, but if Sublandlord chooses not to pursue an
action to enforce any of Prime Landlord's obligations, Subtenant shall have no
right to any recourse or action or claim against Prime Landlord, Subtenant's
only rights with respect to the Subleased Premises being against the Sublandlord
in accordance with the terms hereof.

10. Insurance and Indemnities. Subtenant hereby agrees to indemnify
and hold Prime Landlord harmless, with regard to Subtenant's leasing and use of
Subleased Premises, to the same extent that the "Lessee" under the Prime Lease
is required to indemnify and hold Prime Landlord harmless with respect to the
Property. Subtenant shall not be required to carry casualty insurance with
respect to the Subleased Premises, which coverage shall be maintained by
Sublandlord as provided in Section 12.01(ii) of the Prime Lease. Subtenant shall
maintain commercial general liability insurance coverage with respect to its
operations at the Subleased Premises, in compliance with the provisions of
Section 12 of the Prime Lease, which shall name Prime Landlord and Sublandlord
as additional insureds as their interests may appear. Subtenant hereby agrees to
obtain and provide evidence satisfactory to Sublandlord, on or before the date
of this Sublease, that Subtenant is carrying such insurance in the same amounts
and otherwise in compliance with the Prime Lease as required to be carried by
Sublandlord with regard to the Property. Subtenant shall also maintain adequate
coverage on all of Subtenant's personal property.

11. Casualty and Condemnation. All provisions of the Prime Lease with
respect to casualty loss and condemnation or conveyance in lieu thereof shall
apply with respect to the Subleased Property. Subtenant further acknowledges and
agrees that if the Subleased Premises are affected in a condemnation or
conveyance in lieu thereof, Subtenant shall not be entitled to any of Prime
Landlord's or Sublandlord's award.

12. Subleasing and Assignment. Subtenant shall not and shall have no
right to voluntarily, involuntarily or by operation of law, assign, transfer,
hypothecate or otherwise encumber this Sublease, or any interest herein, and
shall not sublet nor permit the use by others of the Subleased Premises or any
part thereof without first obtaining in each instance Sublandlord's prior
written consent, which consent Sublandlord shall be entitled to withhold in its
sole discretion. Any such assignment, sublease, transfer or

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<PAGE> 7

hypothecation without Sublandlord's prior written consent shall be null and void
and shall constitute an immediate event of default under this Sublease. No
acceptance by Sublandlord of any rent or any other sum of money from any
assignee, sublessee or other category of transferee shall release Subtenant from
any of its obligations hereunder or be deemed to constitute Sublandlord's
consent to any assignment, sublease, transfer or hypothecation.

13. No Estate in Land. No estate in land is created hereby, and
Subtenant shall have only a usufruct in the Subleased Premises, not subject to
encumbrance, mortgage, transfer, assignment or other conveyance.

14. Early Termination by Either Party. Sublandlord has the right to
terminate this Sublease prior to expiration of the Sublease Term upon not less
than six (6) months prior written notice to Subtenant, which notice may not be
given during the first three (3) months of the term hereof (i.e., the earliest
effective date of a termination by Sublandlord under this paragraph is nine (9)
months from the date hereof). Subtenant has the right to terminate this Sublease
prior to expiration of the Sublease Term upon not less than three (3) months
prior written notice to Sublandlord; provided, however, that notice may not be
given during the first nine (9) months of the term hereof (i.e., the earliest
effective date of a termination by Subtenant under this paragraph is twelve (12)
months from the date hereof). Such termination by Subtenant shall be effective
at midnight on the day which is the later to occur of the date specified in such
notice, or the date which is three (3) months from the date such notice is
delivered.

15. Holding Over. If Subtenant remains in possession of the Subleased
Premises after expiration of the Sublease Term or earlier termination date
designated pursuant to paragraph 14 above, with Sublandlord's acquiescence and
without any distinct agreement of the parties, then Subtenant by virtue of this
paragraph shall become a tenant from month-to-month at a monthly base rent,
payable in advance, in an amount equal to one and one-half times the amount of
Base Rent payable for the last month of the Sublease Term and otherwise subject
to all of the conditions and covenants of this Sublease (including the
obligation to pay Additional Rent) as though this Sublease had originally been a
month-to-month tenancy. In no event shall there be a renewal of this Sublease by
operation of law, and any such month-to-month tenancy may be terminated by
either Sublandlord or Subtenant by giving thirty (30) days written notice to the
other. Specifically notwithstanding the foregoing, if Subtenant shall remain in
possession of the Subleased Premises as a holdover tenant without the
acquiescence of Sublandlord or otherwise in violation of the terms and
provisions of this Sublease, in addition to any other rights and remedies
available to Sublandlord, Sublandlord shall have the immediate right to reenter
and take possession of the Subleased Premises.

16. Surrender of Subleased Premises. At the expiration or earlier
termination of this Sublease, Subtenant shall surrender the Subleased Premises
(and all keys to the Subleased Premises) to Sublandlord in the condition
required by the Prime Lease. Any

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<PAGE> 8

property of Subtenant left upon the Subleased Premises at the termination of
this Sublease shall be deemed abandoned by Subtenant, and Sublandlord may
thereafter use or dispose of such property as Sublandlord sees fit without
obligation to Subtenant. Subtenant shall reimburse Sublandlord on demand for
Sublandlord's costs and expenses in removing and disposing of such property, and
Subtenant shall further indemnify and hold Sublandlord free and harmless from
any liability, claim or expense suffered or incurred by Sublandlord in
connection with the removal or disposal of such property.

17. Subordination. Subject to the terms of Section 19.06 of the Prime
Lease, this Sublease and all rights of Subtenant hereunder are and shall be
superior or inferior to any mortgage, deed to secure debt, deed of trust or
other instrument in the nature thereof which may now or hereafter affect
Sublandlord's or Prime Landlord's interest in the Subleased Premises or
Building, and to any modifications, renewals, consolidations, extensions or
replacements of any such security instrument(s), at the election of the holder
thereof. All provisions of said Section 19.06 of the Prime Lease shall apply to
this Sublease and to Subtenant with respect to any holder of any and all
mortgages, deeds to secure debt, deeds of trust, or other instruments creating a
lien or conveying a security title at any time and from time to time, granted by
Sublandlord or Prime Landlord and affecting or encumbering the title of
Sublandlord or Prime Landlord to the Property (which includes the Subleased
Premises), the Prime Lease or this Sublease.

18. Estoppel Certificates. Subtenant shall at any time and from time
to time, upon not less than ten (10) days' prior written notice from
Sublandlord, execute, acknowledge and deliver to Sublandlord, or Sublandlord's
designee, a statement in writing (a) certifying that this Sublease is unmodified
and in full force and effect (or, if modified, stating the nature of such
modification), (b) stating that Subtenant has accepted occupancy of the
Subleased Premises, (c) specifying the dates to which rent, and other amounts
due hereunder have been paid, and (d) certifying that there are no existing
defaults on the part of Sublandlord or Subtenant hereunder and that Subtenant
has no defenses or offsets against the enforcement of this Sublease, to the
extent the same is true, or specifying such defaults, defenses or offsets if any
are claimed.

19. Exculpation. Sublandlord's obligations and liability to Subtenant
with respect to this Sublease shall be limited solely to Sublandlord's interest
in the Subleased Premises, and neither Sublandlord, nor any of the
representatives, partners, officers, directors or shareholders of Sublandlord,
shall have any personal liability whatsoever with respect to this Sublease or
Sublandlord's obligations hereunder.

20. Environmental Matters. All warranties and covenants made by
Sublandlord in Article 16 of the Prime Lease are hereby made by Subtenant on its
own behalf to and for the benefit of Sublandlord with respect to Subtenant's
possession and occupancy of the Subleased Premises, including without limitation
the indemnity set forth in Section 16.04 of the Prime Lease, and Subtenant shall
and hereby does indemnify Sublandlord for any

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<PAGE> 9

failure of Subtenant, its agents, employees or invitees to comply with such
covenants and warranties.

21. Indemnification. Unless due solely to the gross negligence or
misconduct of Sublandlord or its agents, neither Sublandlord nor Sublandlord's
agents shall be liable to Subtenant or Subtenant's agents, contractors or
visitors, and Subtenant shall and does hereby indemnify and hold Sublandlord
harmless from and against any and all loss, cost, liability, claim, damage or
expense (including, without limitation, reasonable attorneys' fees, court costs
and costs of investigation) incurred in connection with or arising from (a) any
default by Subtenant in the performance of any of the terms and provisions of
this Sublease on Subtenant's part to be performed; (b) Subtenant's use and
occupancy of the Subleased Premises; or (c) any acts, omissions or-negligence of
Subtenant, its agents, employees and guests in or about the Subleased Premises,
including, without limitation, any breach of security, or loss or
misappropriation of Sublandlord's proprietary or confidential information.
Subtenant, and all those claiming by, through or under Subtenant, shall store
their property in and shall occupy and use the Subleased Premises and all
portions of the Building and related improvements to which they are entitled
hereunder solely at their own risk. Subtenant and all those claiming or entering
the Subleased Premises by, through or under Subtenant hereby release
Sublandlord, to the full extent permitted by law, from all claims of every kind,
including, without limitation, personal injury, property damage, loss or other
damages occurring by theft or mysterious disappearance, or business
interruption, unless caused by or due to the gross negligence or misconduct of
Sublandlord.

22. Notices. Notices by Sublandlord and Subtenant shall be given to
each other in the same manner provided by the Prime Lease:

Sublandlord:

Equifax Inc.
1600 Peachtree Street, NW
Atlanta, Georgia 30309
Attention: Chief Financial Officer

Subtenant:

Equifax Services Inc.
1000 Alderman Drive
Alpharetta, Georgia 30005
Attention: General Counsel

23. Brokers. Each party represents to the other that it has not dealt
with any real estate broker, sales person or finder in connection with this
Sublease. Each party

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<PAGE> 10

hereby agrees to indemnify and hold the other harmless from and against any
liabilities and claims for commissions and fees due or claimed to be due by any
party claiming to have dealt with the indemnifying party in connection with this
Sublease.

24. Governing Law; Time of Essence; Miscellaneous. This Sublease shall
be governed by the laws of the State of Georgia. Time shall be of the essence
with regard to the terms and provisions of this Sublease. This Sublease
supersedes all prior discussions and agreements between the parties and
incorporates their entire agreement with respect to the subject matter hereof
and no representations or agreements, oral or otherwise, between the parties not
embodied herein shall be of any force or effect. Any term used in this Sublease
which begins with initial capital letters and is not defined herein shall have
the same meaning attributable to that term in the Prime Lease. No failure of
Sublandlord to exercise any power given Sublandlord hereunder, or to insist upon
strict compliance by Subtenant of any obligation hereunder, and no custom or
practice of the parties at variance with the terms hereof, shall constitute a
waiver of Sublandlord's right to demand exact compliance with the terms hereof.
This Sublease may be executed in one or more counterparts, each of which shall
be deemed an original, and all of which shall constitute one and the same
instrument. All modifications of this Sublease must be in writing and signed by
the party to be bound. Subtenant shall not record this Sublease nor any
memorandum hereof.

(Signatures Begin on Next Page)

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[Signature Page to Sublease Agreement between Equifax Inc. as Sublandlord and
Equifax Services Inc. as Subtenant for premises at 1600 Peachtree Street,
Atlanta, Georgia]

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals, the day and year first above written.

SUBLANDLORD:

EQUIFAX INC., A GEORGIA CORPORATION

By: /s/ Edward Z. Barber
---------------------------------
Name: Edward Z. Barber
--------------------------------
Title: Vice President
-------------------------------

Attest: /s/ Joan A. Martin
------------------------------
Name: Joan A. Martin
--------------------------------
Title: Assistant Secretary
-------------------------------

[CORPORATE SEAL]

(Signatures Continued on Next Page)

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<PAGE> 12

[Signature Page to Sublease Agreement between Equifax Inc. as Sublandlord and
Equifax Services Inc. as Subtenant for premises at 1600 Peachtree Street,
Atlanta, Georgia]

SUBTENANT:

EQUIFAX
SERVICES INC., a Georgia
corporation

By: /s/ J. Michael de Janes
-------------------------------
Name: J. Michael de Janes
-------------------------------
Title: General Counsel
------------------------------

Attest: /s/ Mary M. McLemore
-----------------------------
Name: Mary M. McLemore
-------------------------------
Title: Assistant Secretary
------------------------------

[CORPORATE SEAL]

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<PAGE> 1
EXHIBIT 10.13

SUBLEASE AGREEMENT

THIS SUBLEASE AGREEMENT (this "Sublease") is made this 31st day of July,
1997 between EQUIFAX INC., a Georgia corporation ("Sublandlord"), and EQUIFAX
SERVICES INC., a Georgia corporation ("Subtenant").

RECITALS

William J. Wade, not in his individual capacity but solely as the
Individual Owner Trustee of Equifax Business Trust No. 1994-A, a Delaware
business trust (the "Prime Landlord"), as lessor, and Sublandlord, as lessee,
entered into that certain Lease Agreement (as the same may be amended, renewed
or extended from time to time, the "Prime Lease"), dated as of March 18, 1994,
for the lease by Sublandlord of that certain property and the two buildings
thereon known as Building One and Building Two, the address of Building One
being 1505 Windward Concourse, and the address of Building Two being 1525
Windward Concourse, according to the current system of numbering, located in
Alpharetta, Fulton County, Georgia, as more particularly described in the Prime
Lease, known generally as the J. V. White Technology Center (the "Property").
The buildings located on the Property are herein referred to as the "Buildings."

AGREEMENT

NOW THEREFORE, for and in consideration of Ten and No/100 Dollars
($10.00) and the mutual covenants and obligations set forth in this Sublease,
Sublandlord and Subtenant do hereby agree as follows:

1. Subleased Premises; Good Faith Negotiation for Additional or
Alternative Space in the Buildings. Sublandlord does hereby lease to Subtenant,
and Subtenant leases and rents from Sublandlord:

(a) that portion of the first floor of Building One consisting of
approximately four thousand three hundred six (4,306) rentable (3,680
usable) square feet (as shown outlined and cross-hatched on the floor
plan attached hereto as Exhibit A-1 and incorporated herein by this
reference;

(b) that portion of the second floor of Building One consisting of
approximately five thousand one hundred one (5,101) rentable (4,360
usable) square feet as shown outlined and cross-hatched on the floor plan
attached hereto as Exhibit A-2 and incorporated herein by this reference;
and

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(c) that portion of the ground floor of Building Two consisting of
approximately three thousand two hundred forty-seven (3,247) rentable
(2,775 usable) square feet as shown outlined and cross-hatched on the
floor plan attached hereto as Exhibit A-3 and incorporated herein by this
reference

(all of such cross-hatched premises shown on Exhibit A-1, Exhibit A-2 and
Exhibit A-3 herein referred to collectively as the "Subleased Premises"). The
Subleased Premises are being leased by Sublandlord to Subtenant "as is" and
Subtenant accepts the Subleased Premises in such condition. Sublandlord shall
not be obligated to construct any demising walls or make any improvements
whatsoever with regard to the Subleased Premises. Subtenant shall make no
alterations within the Subleased Premises without the prior written consent of
Sublandlord, which consent shall not be unreasonably withheld.

Sublandlord and Subtenant acknowledge and agree that Subtenant may, from
time to time, need to obtain additional or alternative space in Building One or
Building Two to conduct Subtenant's operations, and Sublandlord agrees to
negotiate in good faith to determine if such additional or alternative space is
available when requested by Subtenant, as well as the extent and the terms of
any such additional subleased space.

2. Parking; Use of Common Areas and Facilities.

(a) Use of General Parking and Reserved Parking. Subtenant may
use the parking facilities on the Property on a first-come, first-served basis,
so long as Subtenant's use is in compliance with building code requirements.
Certain parking spaces on the Property are marked "Reserved" and shall not be
available for use by Subtenant, except that Subtenant's individual employees may
qualify for use of such reserved parking spaces under the same procedures and
years of service requirements as are applicable to Sublandlord, receiving credit
for years of service with Sublandlord immediately prior to the date of this
Sublease.

(b) Use of Related Facilities and Services. Subtenant is
granted a license to use, on a non-exclusive basis, the common areas used as
such by Sublandlord, conference rooms, training rooms, cafeteria facilities and
mailroom facilities in the Buildings, as more specifically described in Exhibit
B attached hereto and incorporated herein by this reference. Subtenant shall
have access to the equipment rooms denoted in item six of Exhibit B hereto, at
any reasonable time, for the purposes of maintaining the existing equipment
owned by Subtenant located therein, as well as for the purpose of adding any
additional equipment permitted hereunder that Subtenant determines is necessary
to operate its business on the Subleased Premises, provided that Subtenant's use
of the equipment rooms shall not interfere with Sublandlord's use of such
equipment rooms. No additional equipment shall be installed in the Subleased
Premises without Sublandlord's prior written approval, such approval not to be
unreasonably withheld. Conference rooms and training rooms shall be scheduled on
an availability basis in

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accordance with Sublandlord's reservation procedures. Subtenant shall pay its
pro rata share of overhead allocable to such areas as Additional Rent as set
forth below. Subtenant's mail may be delivered to the Sublandlord's mail room
and shall be delivered to one location within the Subleased Premises (i.e.,
Sublandlord shall have no responsibility for delivering Subtenant's mail
directly to individual addressees).

3. Term. The term of this Sublease ("Sublease Term") as to the
Subleased Premises located in Building One shall be for five (5) years,
commencing at 5:00 p.m. on the 31st day of July, 1997 and expiring at 12:00
midnight on July 30, 2002, unless the Prime Lease or this Sublease is sooner
terminated in accordance with the terms and conditions set forth therein or
herein. The Sublease Term as to the Subleased Premises located in Building Two
shall be for the period commencing at 5:00 p.m. on the 31st day of July, 1997
and expiring at 12:00 midnight on October 1, 1997, unless the Prime Lease or
this Sublease is sooner terminated in accordance with the terms and conditions
set forth therein or herein. Subtenant has no options to renew or extend the
Sublease Term as to any of the Subleased Premises.

4. Rent. Subtenant shall pay to Sublandlord a base rent ("Base Rent")
of Ninety-Two Thousand Four Hundred Seventy and 81/100 Dollars ($92,470.81) per
annum. The Base Rent shall be payable by Subtenant to Sublandlord in advance in
twelve equal monthly installments of Seven Thousand Seven Hundred Five and
90/100 Dollars ($7,705.90) each, which are due and payable on or before the
first day of each calendar month during the Sublease Term with appropriate
prorations for partial months. As additional Base Rent for the Subleased
Premises located in Building Two, with both the August 1, 1997 and September 1,
1997 payments, Subtenant shall also pay to Sublandlord Two Thousand Six Hundred
Fifty-Nine and 83/100 Dollars ($2,659.83).

5. Additional Rent.

(a) Subtenant agrees to pay Sublandlord throughout the Sublease
Term, as "Additional Rent" hereunder, for Subtenant's Share of the annual
Operating Expenses (as defined below). The Additional Rent shall be payable in
advance in twelve equal monthly installments on the same date and in the same
manner as Rent is payable hereunder. For any partial period to which an
Operating Expense is allocable but this Sublease is not in effect (by way of
illustration only, annual insurance premiums for coverage expiring after
termination of the Sublease Term), Subtenant's Share for such period shall be
subject to a pro rata adjustment based upon the number of days prior to the
expiration of the Sublease Term. The amount of monthly Additional Rent is
determined by Sublandlord on an annual basis. The annual Additional Rent amounts
for the period ending December 31, 1997 is attached hereto as Exhibit C. The
amount of Additional Rent shall be reviewed by Sublandlord and adjusted
annually. There shall be no adjustments for prior years; provided, however, that
any Operating Expenses in addition to the amounts used as a basis for such
calculated payment of Additional Rent for the

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previous year shall be passed on to Subtenant through the calculation of
Additional Rent payments for the next calendar year.

(c) "Operating Expenses" shall be all those expenses of
operating, servicing, managing, maintaining and repairing the Property,
Buildings, all parking areas and related common areas in a manner deemed by
Sublandlord reasonable and appropriate and in a manner consistent with
first-class office buildings in suburban Atlanta, Georgia. All Operating
Expenses shall be as actually incurred by Sublandlord. Subtenant may have
reasonable access to Sublandlord's records in order to audit or otherwise verify
Subtenant's Share of such expenses. Operating Expenses shall include, without
limitation, the following:

(1) All taxes and assessments, whether general or
special, applicable to the Property and the Buildings, which shall
include real and personal property ad valorem taxes, and any and all
reasonable costs and expenses incurred by Sublandlord in seeking a
reduction of any such taxes and assessments. However, Subtenant shall not
be obligated for taxes on the net income to Sublandlord for the sublease
hereunder, unless there is imposed in the future a tax on rental income
on the Buildings in lieu of the real property ad valorem taxes, in which
event such tax shall be deemed an Operating Expense of the Buildings;

(4) All expenses borne by Sublandlord with respect to
the Buildings or the Property pursuant to the Prime Lease;

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(5) All utilities, including, without limitation, water,
electricity, power, heating, lighting, ventilation, sanitary sewer and
air conditioning of the Buildings, but not including those utility
charges actually paid directly by Subtenant, if any;

(6) Landscaping and janitorial and maintenance expenses,
including janitorial services and janitorial supplies and other materials
used in the operation and maintenance of the Buildings, and the cost of
maintenance and service agreements on equipment, window cleaning, grounds
maintenance, pest control, security, trash and snow removal, and other
similar services or agreements;

(7) The costs, including interest, amortized over its
useful life, of any capital improvement made to the Buildings by or on
behalf of Sublandlord after the date of this Sublease which is required
under any governmental law or regulation (or any judicial interpretation
thereof) that was not applicable to the Buildings as of the date of this
Sublease, and of the acquisition and installation of any device or
equipment designed to improve the operating efficiency of any system
within the Buildings;

(8) All services, supplies, repairs, replacements or
other expenses directly and reasonably associated with servicing,
maintaining, managing and operating the Buildings, including, but not
limited to the lobby, vehicular and pedestrian traffic areas and other
common use areas;

(10) Reasonable legal and accounting costs;

(11) Costs to maintain and repair the Buildings and
Property;

(12) Security costs unless the cost of that service
contract is already included in Operating Expenses as described above.

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by Subtenant, and lighting of the Subleased Premises to building standard light
levels produced by building standard lighting fixtures (Subtenant being
obligated to pay for replacement of all light bulbs including fluorescent
tubes). Seasonal air conditioning and heating for the Subleased Premises in
Building Two shall be on Monday through Friday inclusive, with holidays observed
by Sublandlord and legal holidays excepted, from 8:00 A.M. to 5:00 P.M. Seasonal
air conditioning and heating for the Subleased Premises in Building One shall be
provided on the same basis and extent as Sublandlord maintains with respect to
the balance of Building One. Subtenant shall install no equipment in the
Subleased Premises, including, but not limited to, non-standard lighting,
electric heaters, air conditioners, data processing and duplicating equipment,
stoves, microwaves, refrigerators and vending machines without Sublandlord's
prior written consent, which consent shall not be unreasonably withheld,
provided that such equipment does not exceed available capacity or electrical
load. Sublandlord shall not be liable for any damages directly or indirectly
resulting from the installation, use, or interruption of use of utilities or the
furnishing of services referred to in this paragraph where such interruption
results from circumstances beyond Sublandlord's reasonable control or from
interruptions made necessary by repairs and maintenance being undertaken by
Sublandlord.

6. Use and Maintenance. Subtenant's use of the Subleased Premises
shall be strictly in accordance with the use provisions of the Prime Lease.
Subtenant's maintenance obligations with respect to the Subleased Premises shall
be the same as Sublandlord's maintenance obligations with respect to the
Property and the Buildings pursuant to the terms of the Prime Lease, except that
Sublandlord and not Subtenant shall be responsible for maintenance of the
exterior and structural portions of the Subleased Premises.

7. Security Protocols, Policies and Procedures. Subtenant
acknowledges and agrees that the Buildings constitute a secure facility and that
sensitive and privileged information is stored within the Buildings. Subtenant
agrees that all personnel of Subtenant and Subtenant's use of the Leased
Premises will be subject to all security protocols, policies and procedures
currently in effect or as may be implemented or established from time to time by
Sublandlord with respect to its own personnel and operations at the Premises,
including background checks, daily identification and clearance procedures, and
other building security measures, as such protocols, policies or procedures may
be changed, replaced, or otherwise modified from time to time.

8. Relationship to Prime Lease. This Sublease and all of Subtenant's
rights hereunder are expressly subject to and subordinate to all of the terms
and conditions of the Prime Lease. Subtenant hereby acknowledges that it has
received a copy of the Prime Lease and all of the instruments incorporated
therein by reference, and has read all of the terms and conditions thereof,
including without limitation the terms and conditions of that certain
Participation Agreement dated as of March 18, 1994 between and among Alphafax
Properties Limited Partnership, Equifax Inc., Equifax Properties, Inc., First
Chicago Leasing Corporation, Equifax Business Trust No. 1994-A, Wilmington Trust
Company, William J. Wade, NationsBank of Georgia, National Association, and
Trust Company

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Bank. Sublandlord shall provide to Subtenant copies of all modifications or
amendments to the Prime Lease or such other instruments which in any manner
affect Subtenant's obligations hereunder. Subtenant hereby agrees to and does
assume all obligations of Sublandlord, as Lessee under the Prime Lease, with
respect to the Subleased Premises. All of the terms and conditions of the Prime
Lease are hereby incorporated into this Sublease by reference as if fully set
forth herein; provided, however, that Subtenant shall have no rights whatsoever
to exercise rights or privileges of Sublandlord pursuant to Articles 12 (lease
renewal), 13 (buyout), 14 (early termination; obsolescence or uneconomic
usefulness termination), 19 (right of first offer) and 21 (rejectable offers),
and except that "Lessor" shall be read as "Sublandlord" and "Lessee" shall be
read as "Subtenant"; and provided, further, however, that Subtenant hereby
acknowledges that Subtenant shall look solely to Sublandlord for the performance
of all the Prime Landlord's obligations under the Prime Lease and that
Sublandlord shall not be obligated with respect to such obligations unless the
same are fulfilled by the Prime Landlord under the Prime Lease.

9. Default. Any act or omission by Subtenant that would constitute a
default under the Prime Lease shall be deemed a default by Subtenant under this
Sublease. In addition, any failure by Subtenant to pay Base Rent when due (and
the continuance of such failure for five (5) days following notice from
Sublandlord to Subtenant) or any failure by Subtenant to perform any other
obligations required under this Sublease (and the continuance of such failure
for five (5) days following notice from Sublandlord to Subtenant) shall be
deemed a default hereunder. Any such default by Subtenant shall entitle
Sublandlord to exercise any and all remedies available to Prime Landlord under
the Prime Lease or any other remedies available at law or in equity under the
laws of the State of Georgia.

10. Quiet Enjoyment. Provided Subtenant has performed its obligations
hereunder, Subtenant shall have the quiet enjoyment of the Subleased Premises
without interference by Sublandlord. Sublandlord shall use its reasonable
business judgment in determining when and whether to enforce Prime Landlord's
obligations under the Prime Lease, but if Sublandlord chooses not to pursue an
action to enforce any of Prime Landlord's obligations, Subtenant shall have no
right to any recourse or action or claim against Prime Landlord, Subtenant's
only rights with respect to the Subleased Premises being against the Sublandlord
in accordance with the terms hereof.

11. Insurance and Indemnities. Subtenant hereby agrees to indemnify
and hold Prime Landlord (and any other persons or entities specified under the
Prime Lease) harmless, with regard to Subtenant's leasing and use of Subleased
Premises, to the same extent that the "Lessee" under the Prime Lease is required
to indemnify and hold Prime Landlord or any other persons or entities thereunder
harmless with respect to the Property. Subtenant shall not be required to carry
casualty insurance with respect to the Subleased Premises, which coverage shall
be maintained by Sublandlord as provided in Section 10(a) of the Prime Lease.
Subtenant shall maintain commercial general liability

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and workers' compensation insurance coverage with respect to its operations at
the Subleased Premises, in compliance with the provisions of Sections
10(a)(i)(B) and 10(a)(i)(B) of the Prime Lease, which shall name Prime Landlord
(and any other persons or entities specified in the Prime Lease) and Sublandlord
as additional insureds as their interests may appear and shall otherwise be in
compliance with Article 10 of the Prime Lease. Subtenant hereby agrees to obtain
and provide evidence satisfactory to Sublandlord, on or before the date of this
Sublease, that Subtenant is carrying such insurance in the same amounts and
otherwise in compliance with the Prime Lease as required to be carried by
Sublandlord with regard to the Property. Subtenant shall also maintain adequate
coverage on all of Subtenant's personal property.

12. Casualty and Condemnation; Proceeds; Title Defects. All provisions
of the Prime Lease with respect to casualty loss and condemnation or conveyance
in lieu thereof shall apply with respect to the Subleased Property. Subtenant
acknowledges and agrees that if the Subleased Premises are affected in a
condemnation or conveyance in lieu thereof, Subtenant shall not be entitled to
any of Prime Landlord's or Sublandlord's award. Subtenant further acknowledges
and agrees that if an award is made under any title policy not issued to
Subtenant with respect to a title defect or failure of title to the Property,
Subtenant shall not be entitled to any award thereunder.

13. Subleasing and Assignment. Subtenant shall not and shall have no
right to voluntarily, involuntarily or by operation of law, assign, transfer,
hypothecate or otherwise encumber this Sublease, or any interest herein, and
shall not sublet nor permit the use by others of the Subleased Premises or any
part thereof without first obtaining in each instance Sublandlord's prior
written consent, which consent Sublandlord shall be entitled to withhold in its
sole discretion. Any such assignment, sublease, transfer or hypothecation
without Sublandlord's prior written consent shall be null and void and shall
constitute an immediate event of default under this Sublease. No acceptance by
Sublandlord of any rent or any other sum of money from any assignee, sublessee
or other category of transferee shall release Subtenant from any of its
obligations hereunder or be deemed to constitute Sublandlord's consent to any
assignment, sublease, transfer or hypothecation.

14. No Estate in Land. No estate in land is created hereby, and
Subtenant shall have only a usufruct in the Subleased Premises, not subject to
encumbrance, mortgage, transfer, assignment or other conveyance.

15. Early Termination by Either Party. Sublandlord has the right to
terminate this Sublease with respect to the Subleased Premises in Building One
prior to expiration of the Sublease Term upon not less than nine (9) months
prior written notice to Subtenant. Subtenant has the right to terminate this
Sublease with respect to the Subleased Premises in Building One prior to
expiration of the Sublease Term upon not less than nine (9) months prior written
notice to Sublandlord; provided, however, that notice may not be given during
the first three (3) months of the term hereof (i.e., the earliest effective date
of

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a termination by Subtenant under this paragraph is twelve (12) months from the
date hereof). Such termination shall be effective at midnight on the day which
is the later to occur of the date specified in such notice, or the date which is
nine (9) months from the date such notice is delivered.

16. Holding Over. If Subtenant remains in possession of the Subleased
Premises after expiration of the Sublease Term or earlier termination date
designated pursuant to paragraph 15 above, with Sublandlord's acquiescence and
without any distinct agreement of the parties, then Subtenant by virtue of this
paragraph shall become a tenant from month-to-month at a monthly base rent,
payable in advance, in an amount equal to one and one-half times the amount of
Base Rent payable for the last month of the Sublease Term and otherwise subject
to all of the conditions and covenants of this Sublease (including the
obligation to pay Additional Rent) as though this Sublease had originally been a
month-to-month tenancy. In no event shall there be a renewal of this Sublease by
operation of law, and any such month-to-month tenancy may be terminated by
either Sublandlord or Subtenant by giving thirty (30) days written notice to the
other. Specifically notwithstanding the foregoing, if Subtenant shall remain in
possession of the Subleased Premises as a holdover tenant without the
acquiescence of Sublandlord or otherwise in violation of the terms and
provisions of this Sublease, in addition to any other rights and remedies
available to Sublandlord, Sublandlord shall have the immediate right to reenter
and take possession of the Subleased Premises.

17. Surrender of Subleased Premises. At the expiration or earlier
termination of this Sublease, Subtenant shall surrender the Subleased Premises
(and all keys to the Subleased Premises) to Sublandlord in the condition
required by the Prime Lease. Any property of Subtenant left upon the Subleased
Premises at the termination of this Sublease shall be deemed abandoned by
Subtenant, and Sublandlord may thereafter use or dispose of such property as
Sublandlord sees fit without obligation to Subtenant. Subtenant shall reimburse
Sublandlord on demand for Sublandlord's costs and expenses in removing and
disposing of such property, and Subtenant shall further indemnify and hold
Sublandlord free and harmless from any liability, claim or expense suffered or
incurred by Sublandlord in connection with the removal or disposal of such
property.

18. Subordination. Subject to the terms the Prime Lease, this Sublease
and all rights of Subtenant hereunder are and shall be superior or inferior to
any mortgage, deed to secure debt, deed of trust or other instrument in the
nature thereof which may now or hereafter affect Sublandlord's interest in the
Subleased Premises or Buildings, and to any modifications, renewals,
consolidations, extensions or replacements of any such security instrument, at
the election of the holder thereof. All provisions of the Prime Lease with
respect to subordination, non-disturbance and attornment shall apply to this
Sublease and to Subtenant with respect to any holder of any and all mortgages,
deeds to secure debt, deeds of trust, or other instruments creating a lien or
conveying a security title at any time and from time to time, granted by
Sublandlord or Prime Landlord and affecting or

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encumbering the title of Sublandlord or Prime Landlord to the Property (which
includes the Subleased Premises), the Prime Lease or this Sublease.

19. Estoppel Certificates. In addition to the requirements of Section
22(h)(i) of the Prime Lease, Subtenant shall at any time and from time to time,
upon not less than ten (10) days' prior written notice from Sublandlord,
execute, acknowledge and deliver to Sublandlord, or Sublandlord's designee, a
statement in writing (a) certifying that this Sublease is unmodified and in full
force and effect (or, if modified, stating the nature of such modification), (b)
stating that Subtenant has accepted occupancy of the Subleased Premises, (c)
specifying the dates to which rent, and other amounts due hereunder have been
paid, and (d) certifying that there are no existing defaults on the part of
Sublandlord or Subtenant hereunder and that Subtenant has no defenses or offsets
against the enforcement of this Sublease, to the extent the same is true, or
specifying such defaults, defenses or offsets if any are claimed.

20. Exculpation. Sublandlord's obligations and liability to Subtenant
with respect to this Sublease shall be limited solely to Sublandlord's interest
in the Subleased Premises, and neither Sublandlord, nor any of the
representatives, partners, officers, directors or shareholders of Sublandlord,
shall have any personal liability whatsoever with respect to this Sublease or
Sublandlord's obligations hereunder.

21. Environmental Matters. All warranties and covenants made by
Sublandlord in Article 8(i) of the Prime Lease are hereby made by Subtenant on
its own behalf to and for the benefit of Sublandlord with respect to Subtenant's
possession and occupancy of the Subleased Premises, including without limitation
the all agreements to pay costs and liabilities set forth in Sections 8(i)(C)
and 8(i)(E) of the Prime Lease, and Subtenant shall and hereby does indemnify
Sublandlord for any failure of Subtenant, its agents, employees or invitees to
comply with such covenants and warranties.

22. Indemnification. Unless due solely to the gross negligence or
misconduct of Sublandlord or its agents, neither Sublandlord nor Sublandlord's
agents shall be liable to Subtenant or Subtenant's agents, contractors or
visitors, and Subtenant shall and does hereby indemnify and hold Sublandlord
harmless from and against any and all loss, cost, liability, claim, damage or
expense (including, without limitation, reasonable attorneys' fees, court costs
and costs of investigation) incurred in connection with or arising from (a) any
default by Subtenant in the performance of any of the terms and provisions of
this Sublease on Subtenant's part to be performed; (b) Subtenant's use and
occupancy of the Subleased Premises; or (c) any acts, omissions or-negligence of
Subtenant, its agents, employees and guests in or about the Subleased Premises,
including, without limitation, any breach of security, or loss or
misappropriation of Sublandlord's proprietary or confidential information.
Subtenant, and all those claiming by, through or under Subtenant, shall store
their property in and shall occupy and use the Subleased Premises and all
portions of the Buildings and related improvements to which they are entitled
hereunder solely at their own risk. Subtenant and all those claiming or entering
the

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Subleased Premises by, through or under Subtenant hereby release Sublandlord, to
the full extent permitted by law, from all claims of every kind, including,
without limitation, personal injury, property damage, loss or other damages
occurring by theft or mysterious disappearance, or business interruption, unless
caused by or due to the gross negligence or misconduct of Sublandlord.

23. Notices. Notices by Sublandlord and Subtenant shall be given to
each other in the same manner provided by the Prime Lease:

Sublandlord:

Equifax Inc.
1600 Peachtree Street, NW
Atlanta, Georgia 30309
Attention: Chief Financial Officer

Subtenant:

Equifax Services Inc.
1000 Alderman Drive
Alpharetta, Georgia 30005
Attention: General Counsel

24. Permitted Sublease under Prime Lease. Subtenant acknowledges and
agrees that Sublandlord is entering into this Sublease as a subletting permitted
without Prime Landlord's prior written consent pursuant to the terms of Section
11(a) of the Prime Lease. Accordingly, Subtenant acknowledges and agrees that
Sublandlord may assign all of Sublandlord's right, title and interest in this
Sublease to Prime Landlord and other parties pursuant to the terms of Section
11(a) of the Prime Lease. Subtenant further represents and warrants that
Subtenant is not a "Tax-Exempt Entity" as defined in Section 11(a)(iv) of the
Prime Lease.

25. Brokers. Each party represents to the other that it has not dealt
with any real estate broker, sales person or finder in connection with this
Sublease. Each party hereby agrees to indemnify and hold the other harmless from
and against any liabilities and claims for commissions and fees due or claimed
to be due by any party claiming to have dealt with the indemnifying party in
connection with this Sublease.

26. Governing Law; Time of Essence; Miscellaneous. This Sublease shall
be governed by the laws of the State of Georgia. Time shall be of the essence
with regard to the terms and provisions of this Sublease. This Sublease
supersedes all prior discussions and agreements between the parties and
incorporates their entire agreement with respect

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to the subject matter hereof and no representations or agreements, oral or
otherwise, between the parties not embodied herein shall be of any force or
effect. Any term used in this Sublease which begins with initial capital letters
and is not defined herein shall have the same meaning attributable to that term
in the Prime Lease. No failure of Sublandlord to exercise any power given
Sublandlord hereunder, or to insist upon strict compliance by Subtenant of any
obligation hereunder, and no custom or practice of the parties at variance with
the terms hereof, shall constitute a waiver of Sublandlord's right to demand
exact compliance with the terms hereof. This Sublease may be executed in one or
more counterparts, each of which shall be deemed an original, and all of which
shall constitute one and the same instrument. All modifications of this Sublease
must be in writing and signed by the party to be bound. Subtenant shall not
record this Sublease nor any memorandum hereof.

(Signatures Begin on Next Page)

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[Signature Page to Sublease Agreement between Equifax Inc. as Sublandlord and
Equifax Services Inc. as Subtenant for premises at 1505 and 1525 Windward
Concourse, Alpharetta, Georgia]

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals, the day and year first above written.

SUBLANDLORD:

EQUIFAX INC., A GEORGIA CORPORATION

By: /s/ Edward Z. Barber
----------------------------------
Name: Edward Z. Barber
---------------------------------
Title: Vice President
--------------------------------

Attest: /s/ Joan A. Martin
-------------------------------
Name: Joan A. Martin
---------------------------------
Title: Assistant Secretary
--------------------------------

[CORPORATE SEAL]

(Signatures Continued on Next Page)

<PAGE> 14

[Signature Page to Sublease Agreement between Equifax Inc. as Sublandlord and
Equifax Services Inc. as Subtenant for premises at 1505 and 1525 Windward
Concourse, Alpharetta, Georgia]

SUBTENANT:

EQUIFAX SERVICES INC., a Georgia
corporation

By: /s/ J. Michael de Janes
---------------------------------
Name: J. Michael de Janes
------------------------------
Title: General Counsel
-----------------------------

Attest: /s/ Mary M. McLemore
----------------------------
Name: Mary M. McLemore
------------------------------
Title: Assistant Secretary
-----------------------------

[CORPORATE SEAL]

<PAGE> 1
EXHIBIT 10.14

EMPLOYMENT AND COMPENSATION AGREEMENT

THIS EMPLOYMENT AND COMPENSATION AGREEMENT (as the same may be amended,
modified or supplemented from time to time, this "Agreement") is made as of
[August ___], 1997 (the "Effective Date"), between ChoicePoint Inc., a Georgia
corporation (together with all successors thereto, "Employer"), and
[_____________________], a resident of the State of [ ] ("Executive").

STATEMENT OF TERMS

The parties hereby agree as follows:

1. Employment Term.

(a) Employer hereby employs Executive, and Executive hereby
accepts employment by Employer, upon the terms and subject
to the conditions hereinafter set forth.

(b) The term of this Agreement shall commence as of the
Effective Date and shall continue for a period of [ ]
years until the close of business on [ ] (the "Initial
Term"), unless renewed as specified herein or terminated
earlier under Section 4 or Section 7 hereof. If the
Agreement has not been terminated pursuant to Section 4,
the term of this Agreement shall be automatically extended
for [ ] years until the close of business on [ ] (the
"Renewal Term"). After the Initial Term, the Renewal Term,
including any additional term mutually agreed to by the
Employer and the Executive, Executive understands that,
unless the events triggering Section 5 have not occurred,
Executive: (i) will be deemed to be an employee at will
and (ii) hereby agrees, to the extent his employment is to
continue after the expiration of the Agreement, to enter
into, prior to the expiration of the Agreement, such
reasonable employee confidentiality, non-solicitation and
assignment agreements with respect to Executive's
employment, as Employer then customarily requires of its
executives and other similarly situated employees.

2. Title and Duties.

(a) Executive is engaged initially with the title and duties
described on Exhibit A attached hereto. Executive shall
perform and discharge well and faithfully such duties, and
such other duties which may be assigned by Employer to
Executive from time to time in connection with the conduct
of the business of Employer; however, such latter duties
shall be generally consistent with those set out in
Exhibit A hereto.

<PAGE> 2

(b) In addition to the duties specifically assigned to
Executive pursuant to Section 2(a) hereof, Executive
shall: (i) diligently follow and implement all management
policies and decisions communicated to Executive by
Employer; (ii) timely prepare and forward all reports and
accountings as may be requested by Employer of Executive;
(iii) devote substantially all of Executive's time, energy
and skill during regular business hours to the performance
of the duties of Executive's employment (reasonable
vacations and reasonable absences due to illness
excepted); and (iv) not devote any time to any interest
that conflicts with the business of Employer or any of its
affiliates.

(c) Executive shall have the right to make contracts binding
on Employer or any of its affiliates, but only to the
extent consistent with the duties described on Exhibit A
attached hereto or otherwise as approved by Employer's
Board of Directors.

(d) All funds and property received by Executive on behalf of
Employer or any of its affiliates shall be received and
held by Executive in trust, and Executive shall account
for and remit all such funds to Employer.

3. Compensation and Benefits.

(a) Approval of Compensation. Employer agrees to review the
market competitiveness of the compensation package
described in Exhibit B; within 60 days of executing this
Agreement, establish a new compensation package as
appropriate and obtain approval, if necessary, from the
appropriate committee of Employer's Board of Directors.

(b) Base Salary. As compensation for services hereunder,
during the Initial Term, Employer shall pay to Executive
a minimum of an annual base salary of [ ] (the "Base
Salary"). Executive's performance shall be reviewed
annually, and based upon such review, his Base Salary
shall be subject to increase from time-to-time in
accordance with the approvals of [the ChoicePoint
Executive Committee][Compensation Committee][the CEO of
ChoicePoint]. Base Salary shall be paid in accordance
with the standard payroll payment practices of Employer
in effect from time to time.

(c) Incentive Pay. Executive shall be eligible to participate
in Employer's annual incentive program, subject to the
terms and provisions of such program as established by
Employer from time-to-time. Such annual incentive
compensation program is set forth in Exhibit B.

(d) Omnibus Plan. Executive shall also be eligible to receive
annual grants under the ChoicePoint Inc. 1997 Omnibus
Stock Incentive Plan ("Omnibus Plan") and any successor
thereto. Such grants may provide for stock option grants,
restricted stock grants and other grants as provided for
by the Omnibus Plan, for

<PAGE> 3

the number of grants, at a price and on the terms and
conditions, as may be determined by the Compensation
Committee from time to time in its sole discretion. The
initial value of the grants is reflected on Exhibit B.
Such Omnibus Plan may provide for long-term incentive
grants, such as performance shares or units or stock
appreciation rights, as approved by the Compensation
Committee.

(e) Non-Qualified Plan. Executive shall be eligible to
participate in the ChoicePoint Inc. Deferred Compensation
Plan for Management Employees ("Deferred Compensation
Plan") which may include one or more of the following: (i)
an amount transferred from one or more prior non-qualified
plans of Equifax Inc, (ii) voluntary deferrals of salary
or bonus, (iii) Employer contributions otherwise limited
under the Employer's qualified retirement plans on account
of limits imposed by the Internal Revenue Code ("Code"),
[ ].

(f) Benefits. Executive shall be entitled to benefits and
perquisites, as set forth in Exhibit B and consistent with
the Employer's benefit programs and Executive Fringe
Benefit Policy.

(g) Other Plans. Executive shall be eligible to participate in
other executive and employee benefit plans and
arrangements, as Employer may have or establish from time
to time for similarly situated executives. Such reference
to Other Plans shall not be construed to require Employer
to establish any such plan, program or arrangement or
prevent the modification or termination of any such plan,
program or arrangement once established.

(h) Vacation. Executive's annual vacation benefits shall be a
minimum number of weeks as provided in Exhibit B hereto,
but such benefits may be increased if Executive is
eligible for additional benefits in accordance with
Employer's regular vacation plan applicable to executives
and other salaried employees (including credit for service
with Equifax Inc. prior to the Effective Date).

(i) Expense Reimbursement. Executive shall be entitled to be
reimbursed in accordance with the policies of Employer, as
adopted and amended from time to time, for all reasonable
expenses incurred by Executive in connection with the
performance of Executive's duties of employment hereunder;
provided, however, Executive shall, as a condition of such
reimbursement, submit verification of the nature and
amount of such expenses in accordance with the
reimbursement policies from time to time adopted by
Employer.

(j) The salary and benefits set forth in this Section 3 and
Exhibit B shall be the only compensation payable to
Executive with respect to his employment hereunder (except
as provided in Sections 4(c), 4(e) and 5 hereof), and
Executive shall not be entitled to receive any
compensation in addition to that set forth herein for

<PAGE> 4

any services provided by Executive in any capacity to
Employer or any of its affiliates unless agreed to by
Employer or such affiliate.

(k) Withholding. Employer may deduct from each payment of
salary and other benefits hereunder all amounts required
to be deducted and withheld in accordance with applicable
federal and state income, FICA and other withholding
requirements.

4. Termination.

(a) Termination by Employer. Employer, at its sole election
and by written notice to Executive, shall have the right
to terminate the Agreement and Executive's employment
hereunder at any time during or immediately after
expiration of the Initial Term or any additional term,
whether such termination is a Termination With Cause or a
Termination Without Cause.

(b) Termination by Executive. Executive, at his sole election
and by written notice to Employer, shall have the right to
terminate the Agreement and Executive's employment
hereunder at any time during the Initial Term or any
additional term whether such termination is a Constructive
Termination or a Voluntary Resignation.

(c) Automatic Termination. The Agreement and Executive's
employment hereunder shall automatically terminate on the
date of the Executive's death or twenty-four (24) months
following the first day of Executive's continuous absence
due to his condition that triggers his Total Disability.
Except as provided in this subsection (c), Employer shall
have no further obligation to Executive or his heirs or
legal representatives with respect to this Agreement.

(i) Death. In the event of the death of the
Executive, Employer shall pay to Executive's
designated beneficiary or beneficiaries, or
if there is no designated beneficiary, to
his estate (A) any Base Salary, benefits,
and other compensation accrued and vested as
of the date of death and remaining unpaid at
the Executive's death, (B) an amount equal
to 30 days of Executive's Base Salary, (C)
any death benefits payable under Employer's
qualified and non-qualified benefit plans
pursuant to the terms and provisions of such
plans, (D) life insurance, at Employer's
expense consistent with Employer's Basic
Life Insurance Plan in addition to the
amount specified on Exhibit B and (E) any
other benefits and perquisites specified on
Exhibit B. Such amounts shall be paid as
soon as practicable following the
Executive's death in accordance with
applicable plans, policies or programs.

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<PAGE> 5

(ii) Total Disability. In the event of the
Executive's Total Disability, Employer shall
pay the Executive (A) any Base Salary,
benefits, and other compensation accrued and
vested as of the date of Total Disability
and remaining unpaid as of the Executive's
Total Disability, (B) short-term disability
benefits consistent with Employer's
disability policy; provided, such payments
in no event shall be less than one hundred
(100%) percent of Base Salary until the
earlier of the end of Executive's period of
Total Disability or six (6) months and (C)
any other benefits and perquisites specified
on Exhibit B. If the Executive's Total
Disability continues after the end of the
expiration of six (6) months, Employer shall
pay Executive long-term disability benefits
consistent with Employer's disability
policy; such benefits in no event shall be
less than those set forth on Exhibit B.

(d) Termination Without Payments. If this Agreement is
terminated during the Initial Term or any additional term
by Executive's (A) a Voluntary Resignation or (B)
Termination With Cause, Employer shall have no further
obligation to Executive or his heirs or legal
representatives with respect to this Agreement, except for
Base Salary, benefits, and other compensation accrued and
vested up to the date of such termination and remaining
unpaid as of the Date of Termination.

(e) Termination With Payments. If this Agreement is terminated
during the Initial Term or any additional term by either
(A) a Constructive Termination or (B) a Termination
Without Cause, then Employer shall pay to Executive the
Severance Benefits calculated in this Subsection (e);
provided, however, that Executive shall not be entitled to
receive any such severance payments until and unless
Executive executes and delivers to Employer within thirty
(30) days after the Date of Termination the Release set
forth herein as Exhibit C, and such Release becomes
effective and irrevocable. Unless Employer and Executive
mutually agree to an alternative method of payments, such
Severance Benefits shall be paid by Employer to Executive
in a lump sum, and shall be paid as soon as practicable
following the Effective Date of the Release but in no
event later than 15 days after such Effective Date.

Severance Benefits.

(i) Employer shall pay Executive all Base Salary,
benefits and other compensation accrued and
vested as of Executive's Date of Termination but
which remains unpaid as of his Date of
Termination.

(ii)The Employer shall pay Executive an amount equal
to the total amount that would have resulted from
the continuance of Executive's Total Compensation
for the period commencing on the Date of
Termination

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<PAGE> 6

and continuing for a period of [ ] years;
provided, such severance amount shall not
be less than the benefits Executive is entitled
to under the Employer's Severance Pay Plan, if
any. The benefits provided under the Employer's
Severance Pay Plan are not duplicative of
benefits provided under this Agreement.

(f) Definitions. The terms used in this Section 4, shall have
the meanings set forth in Section 10 hereof.

5. Change in Control.

(a) Assumption of Agreement. In the event of a Change in
Control, Employer will require any successor of the
Employer, by agreement in form and substance, expressly to
assume and agree to perform this Agreement. Failure of
Employer to obtain such agreement prior to the effective
date of the Change of Control shall be a breach of this
Agreement and shall constitute a Good Reason Resignation.

(b) Term. This Change in Control Provision shall become
effective on the Effective Date and shall continue for a
period of five (5) years thereafter (the "Change in
Control Term"); provided, however, that commencing on the
first anniversary of the Effective Date and each
anniversary thereafter, the Change in Control Term shall
automatically be extended for one (1) additional year,
unless at least sixty (60) days prior to any such
anniversary date, Employer shall have given Executive
written notice of the intention not to extend the Change
in Control Provision. The Change in Control term shall
expire upon the Executive's date of termination.

(c) Severance Benefits. In the event that (i) Executive is
employed by Employer as of the effective date of a Change
In Control and Employer fails to obtain the assumption of
agreement to perform this Agreement by Employer's
successor prior to the Change in Control or (ii) Executive
is employed by Employer at the time of a Change in Control
and the Executive's employment with the Employer
terminates during the Change in Control Term on account of
Good Reason Resignation, then Executive shall be entitled
to the supplemental benefits specified in Subsection (f).

(d) Notice Requirement. In the event Executive takes the
position that a Good Reason Resignation has occurred,
Executive shall so notify Employer of such position in
writing within sixty (60) days of the occurrence of the
event Executive relies on for such Good Reason Resignation
determination. Executive shall specify the event upon
which Executive relies and specify in reasonable detail
the facts and circumstances claimed to provide the basis
for the Good Reason Resignation.

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<PAGE> 7

(e) Voluntary Resignation. In the event Executive voluntarily
terminates employment with Employer on account of a
Voluntary Resignation that does not constitute a Good
Reason Resignation, Employer shall not be required to make
any payment referred to in this Section 5 to which the
Executive would otherwise be entitled in the event of a
Change in Control, except for Base Salary, benefits, and
any other compensation arrangements which the Executive
has accrued and in which he is vested under the Employer's
plans and policies through the date of such Voluntary
Termination but which remains unpaid as of his Date of
Termination. These earned but unpaid amounts shall be paid
to Executive as soon as practicable following Executive's
Voluntary Termination.

(f) Severance Benefits.

(i) Employer shall pay Executive all Base Salary,
benefits and other compensation accrued and vested as
of Executive's Date of Termination but which remain
unpaid as of the Date of Termination.

(ii) The Employer shall pay the Executive within 30 days
following the Date of Termination a lump sum amount
equal to the sum of (A) Executive's Total Direct
Compensation multiplied by [ ] and (B) the
Executive's Total Indirect Compensation multiplied by
[ ]; provided if any plan or program which comprises
a component of Total Direct Compensation or Total
Indirect Compensation would provide for a different
method of payment, the distribution provisions of
such plan or program will control.

(iii)The amounts determined under Subsections (i) and (ii)
hereof shall be paid from the general assets of the
Employer; provided, however, the Employer reserves
the right to set aside assets to secure the payment
of benefits hereunder by establishing a non-qualified
grantor trust upon such terms and conditions as it
deems appropriate.

(g) Tax Payments. In the event that any payments made to the
Executive under this Section 5 or any other payments made
to the Executive by the Employer are deemed to be "excess
parachute payments" under Section 280G of the Internal
Revenue Code of 1986 (the "Code"), the Employer agrees to
provide a gross up payment to the Executive in order to
place him in the same after-tax position that he would
have been in had no excise tax become due and payable
under Code Section 4999.

(h) Definitions. The terms used in this Section 7, shall have
the meanings set forth in Section 10.

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<PAGE> 8

6. Confidentiality; Employee Non-Solicitation.

(a) Trade Secrets and Confidential Information.

(i) All Proprietary Information (defined below), and
all materials containing them, received or
developed by Executive during the term of his
employment by Employer (in this Section 5, the
term "Employer" refers collectively to Employer
and/or its affiliates) are confidential to
Employer, and will remain Employer's property
exclusively. Except as necessary to perform
Executive's duties for Employer, Executive will
hold all Proprietary Information in strict
confidence, and will not use, reproduce,
disclose or otherwise distribute the Proprietary
Information, or any materials containing them,
and will take those actions reasonably necessary
to protect any Proprietary Information.
Executive's obligations regarding Trade Secrets
(defined below) will continue indefinitely,
while Executive's obligations regarding
Confidential Information (defined below) will
cease two (2) years from the Date of Termination
of Executive's employment with Employer for any
reason.

(ii) "Trade Secret" means information, including, but
not limited to, technical and nontechnical data,
formulas, patterns, designs, compilations,
computer programs and software, devices,
inventions, methods, techniques, drawings,
processes, financial plans, product plans, lists
of actual or potential customers and suppliers,
research, development, existing and future
products and services, and employees of Employer
which (A) derives independent economic value,
actual or potential, from not being generally
known to, and not being easily ascertainable by
proper means by, other persons who can obtain
economic value from its disclosure or use, and
(B) is the subject of Employer's efforts that
are reasonable under the circumstances to
maintain secrecy; or as otherwise defined by
applicable state law.

(iii)"Confidential Information" means any and all
knowledge, information, data, methods or plans
(other than Trade Secrets) which are now or at
any time in the future during Executive's
employment will be developed, used or employed
by Employer which are treated as confidential by
Employer and not generally disclosed by Employer
to the public, and which relate to the business
or financial affairs of Employer, including, but
not limited to, financial statements and
information, marketing strategies, business
development plans and product or process
enhancement plans.

(iv) "Proprietary Information" means collectively the
Confidential Information and Trade Secrets.
Proprietary Information also includes

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<PAGE> 9

information that has been disclosed to Employer
by a third party that Employer is obligated to
treat as confidential or secret.

(v) Notwithstanding anything to the contrary in this
subsection 5(a), "Proprietary Information" does
not include any information that (A) is already
known to Executive at the time it is disclosed
to Executive by Employer; or (B) before being
divulged by Executive (1) has become generally
known to the public through no wrongful act of
Executive; (2) has been rightfully received by
Executive from a third party without restriction
on disclosure and without breach of an
obligation of confidentiality running directly
or indirectly to Employer; (3) has been approved
for release to the general public by a written
authorization of Employer; (4) has been
independently developed by Executive without
use, directly or indirectly, of the Proprietary
Information received from Employer; or (5) has
been furnished to a third party by Employer
without restrictions on the third party's right
to disclose the information.

(vi) In the event Executive is required by any court
or legislative or administrative body (by oral
questions, interrogatories, requests for
information or documents, subpoena, civil
investigation demand or similar process) to
disclose any Proprietary Information of
Employer, Executive shall provide Employer with
prompt notice of such requirement in order to
afford Employer an opportunity to seek an
appropriate protective order. However, if
Employer is unable to obtain or does not seek
such protective order and Executive is, in the
opinion of his counsel, compelled to disclose
such Proprietary Information under pain of
liability for contempt or other censure or
penalty, disclosure of such information may be
made without liability.

(vii) Executive acknowledges that Employer is
obligated under federal and state fair credit
reporting and similar laws and regulations to
hold in confidence and not disclose certain
information regarding individuals, firms or
corporations which is obtained or held by
Employer, and that Employer is required to adopt
reasonable procedures for protecting the
confidentiality, accuracy, relevancy and proper
utilization of consumer report information as
such term is defined in such acts. In that
regard, except as necessary to perform
Executive's duties for Employer, Executive will
hold in strict confidence, and will not use,
reproduce, disclose or otherwise distribute any
information which Employer is required to hold
confidential under applicable federal and state
laws and regulations, including the federal Fair
Credit Reporting Act (15 U.S.C. sec. 1681 et.
seq.) and analogous state fair credit reporting
statutes.

(b) Employee Non-Solicitation. During the term of Executive's
employment by Employer and for two (2) years after his
termination, Executive will not, either

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<PAGE> 10

directly or indirectly, on his behalf or on behalf of
others, solicit for employment or hire, or attempt to
solicit for employment or hire, any employee of Employer
with whom Executive had regular contact in the course of
his employment by Employer.

(c) Customer Non-Solicitation. During the term of Executive's
employment by Employer and for two (2) years after his
termination, Executive shall not directly or indirectly,
for himself or for any person, firm or employer, divert,
interfere with, disturb, or take away, or attempt to
divert, interfere with, disturb, or take away, the
patronage of any customers of Employer with which
Executive had actual contact during the term of
Executive's employment by Employer.

(d) Return of Property. At Employer's request or on
termination of Executive's employment with Employer for
any reason, Executive will deliver promptly to Employer
all property of Employer in his possession or control,
including, without limitation, all Proprietary
Information, all materials containing them, and all
originals and copies of all documents (whether in hard
copy or stored in electronic form) which relate to or were
prepared in the course of Executive's employment
(including, but not limited to, contracts, proposals or
any information concerning the identity of customers,
services provided by Executive and the pricing of these
services).

(e) Remedies. Executive agrees that the covenants and
agreements contained in this Section 5 are of the essence
of this Agreement; that each of such covenants is
reasonable and necessary to protect and preserve the
interests and properties of Employer and the business of
Employer; that immediate and irreparable injury, loss and
damage will be suffered by Employer should Executive
breach any such covenants and agreements; and that, in
addition to other legal or equitable remedies available to
it (including but not limited to damages, royalties and
penalties pursuant to applicable law), in recognition of
the fact that Executive has special, unique, unusual and
extraordinary qualities that provide peculiar value to
Employer's business, Employer shall be entitled to the
remedies of injunction and/or specific performance, if
available, to prevent a breach or contemplated breach by
Executive of any of such covenants or agreements.

7. Inventions.

(a) Generally.
(i) Executive agrees that all Company Inventions
(defined below) conceived or first reduced to
practice by Executive during Executive's
employment by Employer and all copyrights and
other rights to such Company Inventions shall
become the property of Employer. Executive hereby
irrevocably assigns to Employer all of
Executive's rights to all Company Inventions.

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<PAGE> 11

(ii) Executive agrees that if Executive conceives an
Invention (defined below) during Executive's
employment with Employer for which there is a
reasonable basis to believe that the conceived
Invention is a Company Invention, Executive
shall promptly provide a written description of
the conceived Invention to Employer adequate to
allow evaluation thereof for a determination as
to whether the Invention is a Company Invention.

(iii) If, upon commencement of Executive's employment
with Employer under this Agreement, Executive
has previously conceived any Invention or
acquired any ownership interest in any
Invention, which: (A) is Executive's
property, or of which Executive is a joint
owner with another person or entity; (B) is not
described in any issued patent as of the
Effective Date; and (C) would be a Company
Invention if such Invention was made while
Executive is an employee of Employer, then
Executive shall, at his election, either: (1)
provide Employer with a written description of
the Invention on Exhibit D attached hereto, in
which case the written description (but no
rights to the Invention) shall become the
property of Employer; or (2) provide Employer
with a license as specified in subsection
6(a)(iv) of this Agreement.

(iv) If Executive has previously conceived or
acquired any ownership interest in an Invention
described by the criteria set forth in the
immediately preceding subsection 6(a)(iii) and
Executive elects not to disclose such Invention
to Employer as provided therein, then Executive
hereby grants to Employer a nonexclusive, paid
up, royalty-free license to use and practice
such Invention.

(v) Executive hereby represents to Employer that he
owns no patents, individually or jointly with
others.

(vi) Notwithstanding any other provision in this
Section 6, in no event shall Executive's
assignment of any Invention to Employer apply to
an Invention that Executive develops entirely on
his own time during his employment with Employer
without using Employer's equipment, supplies,
facilities, Proprietary Information, except for
any Inventions that either: (A) relate at the
time of conception or reduction to practice of
the Invention to the Employer's business, or to
actual or demonstrably anticipated research or
development of Employer; or (B) result from any
work performed by Executive for Employer.

(b) Copyrights.

(i) Executive agrees that any Works (defined below)
created by Executive in the course of performing
Executive's duties as an employee of

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Employer are subject to the "Work for Hire"
provisions contained in Sections 101 and 201 of
the United States Copyright Law, Title 17 of the
United States Code. All right, title and
interest to copyrights in all Works which have
been or will be prepared by Executive within the
scope of Executive's employment with Employer
will be the property of Employer. Executive
further acknowledges and agrees that, to the
extent the provisions of Title 17 of the United
States Code do not vest in Employer the
copyrights to any such Works, Executive shall
assign and hereby does assign to Employer all
right, title and interest to copyrights which
Executive may have in such Works.

(ii) Executive agrees to promptly disclose to
Employer all Works referred to in the
immediately preceding subsection and execute and
deliver all applications for registration,
registrations, and other documents relating to
the copy rights to such Works and provide such
additional assistance, as Employer may deem
necessary and desirable to secure Employer's
title to the copyrights in such Works. Employer
shall be responsible for all expenses incurred
in connection with the registration of all such
copyrights.

(iii)Executive hereby represents to Employer that he
claims no ownership rights in any Works, except
those described on Exhibit D attached hereto.

(c) Section 7 Definitions. As used in this Section 7, the
following terms shall have the meanings ascribed to them
below:

(i) "Company Invention" means any Invention which
is conceived by Executive alone or in a joint
effort with others during Executive's employment
by Employer which (A) may be reasonably expected
to be used in a product or service of Employer,
or a product or service similar to a product or
service of Employer; (B) results from work that
Executive has been assigned as part of his
duties as an employee of Employer; (C) is in an
area of technology which is the same or
substantially related to the areas of technology
with which Executive is involved in the
performance of Executive's duties as an employee
of Employer; or (D) is useful, or which
Executive reasonably expects may be useful, in
any manufacturing, product or service design
process of Employer.

(ii) "Invention" means any discovery, whether or not
patentable, including, but not limited to, any
useful idea, invention, improvement, innovation,
design, process, method, formula, technique,
machine, manufacture, composition of matter,
algorithm or computer program, as well as

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<PAGE> 13

improvements thereto, which is new or which
Executive has a reasonable basis to believe may
be new.

(iii)"Work" means a copyrightable work of authorship,
including without limitation, any technical
descriptions for products, services, user's
guides, illustrations, advertising materials,
computer programs (including the contents of
read only memories) and any contribution to such
materials.

(d) Statutory Notice. In accordance with Section 2872 of the
California Labor Code, Executive is hereby notified that
the provisions of this Section 6 requiring assignment of
certain Inventions to Employer do not, in any event, apply
to any invention which qualifies under the provisions of
Section 2870 of such Code. Section 2870(a) of the
California Labor Code provides as follows:

sec. 2870. Inventions on Own Time - Exemption from Agreement

(a) Any provision in an employment agreement which provides
that an employee shall assign, or offer to assign, any
of his or her rights in an invention to his or her
employer shall not apply to an invention that the
employee developed entirely on his or her own time
without using the employer's equipment, supplies,
facilities, or trade secret information except for those
inventions that either:

(1) Relate at the time of conception or reduction
to practice of the invention to the
employer's business, or actual or
demonstrably anticipated research or
development of the employer; or

(2) Result from any work performed by the
employee for the employer.

8. Notice. All notices, requests, demands and other communications
required hereunder shall be in writing and shall be deemed to have
been duly given if delivered or if mailed, by United States
certified or registered mail, prepaid to the party to which the
same is directed at the following addresses (or at such addresses
as shall be given in writing by the parties to one another):

If to Employer, to:

ChoicePoint Inc.
1000 Alderman Drive
Alpharetta, Georgia 30005
Attention: General Counsel

<PAGE> 14

If to Executive, to:

-------------------------------------
-------------------------------------
-------------------------------------
-------------------------------------

Notices delivered in person shall be effective on the date of
delivery. Notices delivered by mail as aforesaid shall be effective upon the
third calendar day subsequent to the postmark date thereof.

9. Miscellaneous.

(a) Other Employee Benefits. The benefits under this Agreement
shall not be affected by or reduced because of any other
benefits to which the Employee may be entitled by reason
of his continuing employment with the Employer or the
termination of his employment with the Employer, and no
other such benefit by reason of such employment shall be
so affected or reduced because of the benefits bestowed by
this Agreement; provided, however, that the foregoing will
not be interpreted to require duplicative severance,
medical or other insurance benefits.

(b) Assignment. Except as provided in Section 7(a), this
Agreement may not be assigned by either Employer or
Executive without the prior written consent of the other
party.

(c) Waiver. The waiver by one party of any breach of this
Agreement by the other party shall not be effective unless
in writing, and no such waiver shall constitute the waiver
of the same or another breach on a subsequent occasion.

(d) Amendment. This Agreement may not be modified, amended,
supplemented, or terminated except by a written instrument
executed by the parties hereto.

(e) Severability. Each of the covenants and agreements herein
above contained shall be deemed separate, severable and
independent covenants, and in the event that any covenant
shall be declared invalid by any court of competent
jurisdiction, such invalidity shall not in any manner
affect or impair the validity or enforceability of any
other part or provision of such covenant or of any other
covenant contained herein. If a court of competent
jurisdiction shall determine that any provision contained
in this Agreement, or any part thereof, is unenforceable
for any reason, the parties hereto authorize such court to
reduce the duration or scope of such provision, or
otherwise modify such provision, so that such provision in
its reduced or modified form will be enforceable.

14
<PAGE> 15

(f) Legal Fees. In the event (i) the Employer breaches this
Agreement, (ii) the Executive is terminated by the
Employer other than for Cause, or (iii) the Executive
terminates his employment for Good Reason or on account of
a Constructive Termination, the Employer shall reimburse
the Executive for all legal fees and expenses reasonably
incurred by the Executive as a result of such termination,
including all fees and expenses, if any, incurred in
contesting or disputing any such termination or in seeking
to obtain or enforce any right or benefit provided by this
Agreement.

(g) Captions and Section Headings. Captions and section
headings used herein are for convenience only and are not
a part of this Agreement and shall not be used in
construing it.

(h) Entire Agreement. This Agreement constitutes the entire
understanding and agreement of the parties with respect to
its subject matter and any and all prior agreements,
understandings or representations with respect to the
subject matter hereof are terminated and canceled in their
entirety and are of no further force or effect.

(i) Governing Law. This Agreement and the rights of the
parties hereunder shall be governed by and construed in
accordance with the laws of the State of Georgia, without
regard to the conflicts of laws provisions thereof.

(j) Exhibits. All exhibits to this Agreement are
incorporated herein by reference thereto.

(k) Survival. The covenants of Executive in Sections 6 and 7,
and the obligations of Employer in Sections 4 and 5 to the
extent provided therein, shall survive the termination of
this Agreement and Executive's employment hereunder and
shall not be extinguished thereby.

(l) Counterparts. This Agreement may be executed in two or
more counterparts, each of which will take effect as an
original and all of which shall evidence one and the same
agreement.

10. Definitions.

(a) "Change in Control" means if, at any time, any of the
following events shall have occurred:

(i) The Employer is merged or consolidated or
reorganized into or with another corporation or
other legal person, and as a result of such
merger, consolidation or reorganization, less
than a majority of the combined voting power of
the then-outstanding securities of such
corporation or

15
<PAGE> 16

person immediately after such transaction is
held in the aggregate by the holders of Voting
Shares immediately prior to such transaction;

(ii) The Employer sells or otherwise transfers all or
substantially all of its assets to any other
corporation or other legal person, and as a
result of such sale or transfer less than a
majority of the combined voting power of the
then-outstanding securities of such corporation
or person immediately after such sale or
transfer is held in the aggregate by the holders
of Voting Shares immediately prior to such sale
or transfer;

(iii)There is a report filed on Schedule 13D or
Schedule 14D-1 (or any successor schedule, form,
or report), each as promulgated pursuant to the
Securities Exchange Act of 1934 (the "Exchange
Act"), disclosing that any person (as the term
"person" is used in Section 13(d)(3) or Section
14(d)(2) of the Exchange Act) has become the
beneficial owner (as the term "beneficial owner"
is defined under Rule 13d-3 or any successor
rule or regulation promulgated under the
Exchange Act) of securities representing thirty
(30%) percent or more of the Voting Shares;

(iv) Employer files a report or proxy statement with
the Securities and Exchange Commission pursuant
to the Exchange Act disclosing in response to
Form 8-K or Schedule 14A (or any successor
schedule, form or report or item therein) that a
change in control of the Employer has or may
have occurred or will or may occur in the future
pursuant to any then-existing contract or
transaction, provided, that a Change in Control
will not be deemed to have occurred if a
potential change in control disclosed in such
filing does not in fact occur; or

(v) If during any period of two (2) consecutive
years, individuals who at the beginning of any
such period constitute the Directors of the
Employer cease for any reason to constitute at
least a majority thereof, unless the election,
or the nomination for election by the Employer's
shareholders, of each Director of the Employer
first elected during such period was approved by
a vote of at least two-thirds of the Directors
of the Employer then still in office who were
Directors of the Employer at the beginning of
any such period.

(vi) Notwithstanding the foregoing provisions of
Subsections (iii) and (iv) above, a "Change in
Control" shall not be deemed to have occurred
for purposes of this Agreement (A) solely
because (1) the Employer, (2) a subsidiary of
the Employer, (3) any Employer-sponsored
employee stock ownership plan or other employee
benefit plan of the Employer or (4) Executive,
either files or becomes obligated to file a
report or proxy statement under or in response
to Schedule 13D, Schedule 14D-1, Form 8-K or
Schedule 14A (or any successor schedule, form,
or report or item

16
<PAGE> 17

therein) under the Exchange Act, disclosing
beneficial ownership by such company, plan or
the Executive of shares of Voting Shares,
whether in excess of thirty (30%) percent or
otherwise, or because the Employer reports that
a change of control of the Employer has or may
have occurred or will or may occur in the future
by reason of such beneficial ownership or (B)
solely because of a change in control of any
Subsidiary.

(vii)Notwithstanding the foregoing, if prior to any
event described in Subsections (i), (ii), (iii)
or (iv) of this Subsection (a) instituted by any
person who is not an officer or director of the
Employer, or prior to any disclosed proposal
instituted by any person who is not an officer
or director of the Employer which could lead to
any such event, management proposes any
restructuring of the Employer which ultimately
leads to an event described in Subsections (i),
(ii), (iii) or (iv) of this Subsection (a)
pursuant to such management proposal, then a
"Change in Control" shall not be deemed to have
occurred for purposes of this Agreement.

(b) "Constructive Termination" means termination by Executive
of this Agreement and employment with the Employer (except
in connection with Executive's death, Total Disability or
in anticipation by Executive of a Termination with Cause)
as a result of (i) assignment to Executive by Employer of
duties that are materially inconsistent with Executive's
position, duties or responsibilities as described on
Exhibit A, (ii) any material reduction in the most recent
Total Compensation of Executive, (iii) a material failure
by Employer to fulfill its obligations under this
Agreement which is not cured within ten (10) business days
after receipt by Employer of such written notice from
Executive specifying the nature of the material failure;
provided, however, that Employer actually receives such
notice within thirty (30) days after Executive learns or
reasonably should have learned of the occurrence of the
event constituting grounds for Constructive Termination,
(iv) assignment to Executive by Employer of a different
reporting relationship than described on Exhibit A, [ ].

(c) "Date of Termination" means (i) the date on which the
written notice under Section 4 or Section 5 is given;
provided, if within thirty (30) days after receiving
Executive's notice, Employer notifies Executive that a
dispute exists concerning the termination, the Date of
Termination shall be the date on which the dispute is
finally resolved, either by mutual written agreement of
the parties, by a binding and final arbitration award if
agreed upon by the Executive and the Employer or by a
final judgment, order or decree of a court of competent
jurisdiction, the time for appeal therefrom having expired
and no appeal having been perfected; provided, during the
period of dispute, Employer agrees to continue Executive's
Total Compensation or (ii) in the case of the failure of
the

17
<PAGE> 18

Employer's successor to assume this Agreement, the
effective date of the Change in Control.

(d) "Employer," for purposes of Sections 4 and 5, means the
Employer as herein before named and any successor which
executes the Agreement or otherwise becomes bound by all
the terms and provisions of this Agreement by operation of
law.

(e) "Good Reason Resignation" means termination of this
Agreement by Executive during the Change in Control Term
as a result of (i) any diminishment in, or an alteration
of, Executive's duties as in effect immediately prior to
the Change in Control, (ii) assignment to Executive by
Employer of duties that are inconsistent with Executive's
position, duties and responsibilities in effect
immediately prior to the Change in Control, (iii) any
removal of Executive from or failure to re-elect him or
appoint him to any of such positions, except in the case
of a termination of employment on account of the willful
and continued failure by the Executive to substantially
perform his duties as described in Exhibit A for the
Employer, or on account of Total Disability, (iv) any
reduction in the Executive's Total Compensation in effect
immediately prior to the Change in Control, (v) failure by
the Employer to obtain the assumption of agreement to
perform this Agreement by any successor to the Employer,
[ ].

(f) "Severance Period" means the period of time for which
payments of Total Compensation shall be paid pursuant to
Sections 4 and 5 of this Agreement.

(g) "Termination With Cause" means termination of this
Agreement by Employer as a result of (i) the willful
engaging by Executive in misconduct which is materially
injurious to the Company, monetarily or otherwise, (ii)
conduct by Executive amounting to fraud, dishonesty, gross
negligence or willful misconduct in matters affecting the
fiscal affairs of Employer, (iii) material inattention to,
or breach of his duties hereunder (other than as a result
of illness or injury), provided such event has not been
cured within ten (10) business days after receipt by
Executive of written notice from Employer of its
occurrence, (iv) excessive unexcused absences (other than
vacation as provided on Exhibit B, illness or disability)
by Executive from work, (v) Executive's material failure
to comply with federal, state or local laws in connection
with his employment (vi) Executive's conviction of (or
plea of guilty or nolo contendere to) a felony or to a
misdemeanor involving moral turpitude, or (vii)
Executive's excessive use or abuse of drugs, alcohol or
other toxic substances impairing his ability to perform
his duties hereunder.

(h) "Termination Without Cause" means a termination of this
Agreement by Employer which is not a termination because
of the death of Executive, a Termination With Cause, a
Voluntary Resignation, a Good Reason Termination, a
Constructive Termination or Executive's Total Disability.

18
<PAGE> 19

(i) "Total Compensation" means Total Direct Compensation plus
Total Indirect Compensation.

(j) "Total Direct Compensation" means the larger of (i)
Executive's highest weekly Base Salary paid during the 36
months preceding his Date of Termination multiplied by 52
plus (ii) the greater of (a) his highest annual incentive
or commission pay earned during any of the three (3)
12-month periods preceding the Executive's Date of
Termination or (b) his weekly Base Salary as of the Date
of Termination annualized for the year of termination
multiplied by the incentive or commission pay that would
have been payable had target incentive levels established
in Exhibit B been earned for the year of termination. Such
pay shall be determined prior to any pre-tax deferrals
under the Employer's then existing deferral programs
including, but not limited to, the Employer's Section 125
plan, Section 401(k) plan and deferred compensation plan.

(k) "Total Disability" means the inability of Executive to
perform his material and substantial duties hereunder by
reason of mental or physical illness, injury or disease
which is expected to result in death or be of indefinite
duration. The Board of Directors, or such committee as is
designated under Exhibit B, shall determine in good faith
whether the Executive has suffered Total Disability.

(l) "Total Indirect Compensation" means the sum of (i) the
benefits described in (A) or (B) herein, whichever is
larger and (ii) the Employer Contribution, reimbursement
or payment which would have been made for the calendar
year of termination to fund the Benefits described on
Exhibit B. Each qualified and non-qualified plan and
program taken into account (A) or (B) herein and
enumerated under Schedule B shall be determined
separately.

(A) is the sum of the highest benefits accrued,
contributions paid or an equivalent value attributable
thereof during the three (3) 12-month periods preceding
the Date of Termination, and (B) is an amount that, in the
event the plan or program specifies a contribution amount,
percentage, grant or vesting schedule, equals such
contribution or percentage, determined as if Executive had
continued in employment for the Severance Period and using
Total Direct Compensation as the base to which such
contribution or percentage shall be applied.

(m) "Voluntary Resignation" means a termination of this
Agreement by Executive on account of retirement or other
employee-initiated termination which does not constitute a
Constructive Termination or Good Reason Resignation.

(n) "Voting Shares" means at any time the then-outstanding
securities entitled to vote generally in the election of
directors of the Employer.

<PAGE> 20

IN WITNESS WHEREOF, Employer and Executive have each executed and
delivered this Agreement, as of the date first shown above.

EMPLOYER:
CHOICEPOINT INC.

By:
-----------------------------------

Name:
---------------------------------

Title:
--------------------------------

EXECUTIVE:

------------------------------------

<PAGE> 1
EXHIBIT 21.01

SUBSIDIARIES OF CHOICEPOINT INC.

CDB Infotek
Charles E. Simon & Company
ChoicePoint Business & Government Services Inc.
ChoicePoint Ltd.
ChoicePoint Services Inc.
Innovative Data Services, Inc.
Intellisys, Inc.
Osborn Laboratories (Canada), Inc.
Osborn Laboratories, Inc.
Professional Test Administrators, Inc.
Mid-American Technologies, Inc.
PRC Corporation
The Kit Factory, Inc.

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF CHOICEPOINT, INC. FOR THE PERIOD ENDED JUNE 30, 1997,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 4,895
<SECURITIES> 0
<RECEIVABLES> 90,394
<ALLOWANCES> 1,531
<INVENTORY> 0
<CURRENT-ASSETS> 18,041
<PP&E> 86,914
<DEPRECIATION> 45,060
<TOTAL-ASSETS> 325,635
<CURRENT-LIABILITIES> 50,666
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 214,997
<TOTAL-LIABILITY-AND-EQUITY> 325,635
<SALES> 211,475
<TOTAL-REVENUES> 211,475
<CGS> 140,942
<TOTAL-COSTS> 140,942
<OTHER-EXPENSES> 42,776
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,241
<INCOME-PRETAX> 24,516
<INCOME-TAX> 11,675
<INCOME-CONTINUING> 12,841
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,841
<EPS-PRIMARY> 0
<EPS-DILUTED> .84<F1>
<FN>
<F1>PRO FORMA EARNINGS PER SHARE
</FN>

</TABLE>