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(1)

Based upon the estimate of the maximum number of shares of First Advantage Corporation’s Class A common stock expected to be issued in connection with the transactions described herein to holders of common stock of US SEARCH.com Inc. The amount is calculated as the product of (a) 105,967,436, which is the sum of (i) 97,018,715 shares of US SEARCH common stock estimated to be outstanding on January 9, 2003, (ii) 5,167,617 shares of US SEARCH common stock issuable pursuant to stock options expected to be exercised before the mergers and (iii) 3,781,104 shares of US SEARCH common stock to be issued pursuant to outstanding warrants expected to be exercised before the mergers, and (b) an exchange ratio of 0.04.

(2)

Pursuant to Rule 416 under the Securities Act, this Registration Statement will include any additional shares of First Advantage’s Class A common stock that may become issuable as a result of any stock split, stock dividend, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of First Advantage’s outstanding Class A common stock.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f)(1) and Rule 457(c) under the Securities Act, based on the maximum number of shares of US SEARCH common stock to be exchanged in the transaction described herein, multiplied by the average of the high and low sales prices of one share of US SEARCH common stock, as reported on the Nasdaq National Market on January 14, 2003.

(4)

Calculated in accordance with Section 6 of the Securities Act and Rule 457 under the Securities Act by multiplying 0.000092 and the proposed maximum aggregate offering price.

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1.

To consider and vote upon a proposal to approve an Agreement and Plan of Merger, dated as of December 13, 2002, by and among US SEARCH.com Inc., The First American Corporation and First Advantage Corporation, pursuant to which First Advantage, a newly-formed holding company, will acquire US SEARCH and six operating subsidiaries of First American that currently comprise its First American Screening Technology (FAST) division. The FAST division provides motor vehicle reports, tenant screening, employee background screening and occupational health services.

In connection with First Advantage’s acquisition of US SEARCH, each outstanding share of US SEARCH common stock will be converted into the right to receive 0.04 of a share of First Advantage Class A common stock. The series of transactions contemplated by the merger agreement will result in US SEARCH stockholders owning approximately 20% of the shares of capital stock of First Advantage and First American owning the remaining 80%. The shares received by First American in the proposed transaction will be shares of First Advantage Class B common stock, which are substantially the same as shares of Class A common stock but have ten votes per share. Consequently, immediately following the transactions contemplated by the merger agreement, First American will control approximately 98% of the voting power of First Advantage and US SEARCH stockholders will control the remaining 2%.

2.

To transact any other business as may properly come before the special meeting or any adjournment or postponement of the special meeting.

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Q:

What am I being asked to vote on?

A:

You are being asked to vote in favor of US SEARCH participating in the proposed mergers of US SEARCH and the subsidiaries comprising the First American Screening Technology (FAST) division of The First American Corporation into wholly-owned subsidiaries of First Advantage Corporation, a newly-formed holding company. After the mergers, you will own shares of First Advantage Class A common stock and will no longer own shares of US SEARCH common stock.

Q:

What will I receive in the mergers?

A:

If we complete the mergers, you will receive in exchange for each share of US SEARCH common stock you hold on the date of the mergers the right to receive 0.04 of a share of First Advantage Class A common stock. We will not issue fractional shares in the mergers. In lieu of fractional shares, you will receive cash based on the average closing price of a share of US SEARCH common stock for the ten trading days ending on the trading day that is three trading days before the date of the special meeting. The shares of Class A common stock received by US SEARCH stockholders will represent approximately 20% of the capital stock of First Advantage.

Concurrently with the US SEARCH mergers, First American will receive shares of First Advantage Class B common stock representing approximately 80% of the outstanding capital stock of First Advantage.

For a more complete description of what you will receive in the mergers, see the section entitled “THE MERGERS—Consideration to be Received by US SEARCH Stockholders in the Mergers” on page 35.

Q:

Does US SEARCH’s board of directors recommend voting in favor of the merger agreement and the mergers?

A:

Yes. After careful consideration, your board of directors determined the mergers to be fair to you and in your best interests as a stockholder of US SEARCH and has declared the mergers advisable. US SEARCH’s board of directors approved the merger agreement and the mergers and recommends that you vote in favor of the merger agreement and the mergers.

For a more complete description of the recommendation of and factors considered by the US SEARCH board of directors, see the sections entitled “THE MERGERS—US Reasons for the Mergers” on page 27 and  “—Recommendation of the US SEARCH Board of Directors” on page 28.

Q:

Will I be taxed on the First Advantage Class A common stock I receive in the mergers?

A:

It is expected that your receipt of First Advantage Class A common stock in the mergers generally will be tax-free for U.S. federal income tax purposes (except for taxes resulting from the receipt of cash instead of any fraction of a share of First Advantage Class A common stock). You are urged to carefully read the discussion in the section entitled “THE MERGERS—Material United States Federal Income Tax Consequences” beginning on page 38, and to consult your tax advisor on the consequences of participation in the mergers.

Q:

What is the difference between the Class A common stock and the Class B common stock of First Advantage?

A:

The shares of Class A common stock to be received by the former stockholders of US SEARCH in the mergers will be entitled to one vote per share on all matters presented to the stockholders for vote, while the shares of Class B common stock to be received by First American will be entitled to ten votes per share on such matters. As a result, First American will initially control 98% of the voting power of First Advantage. Each share of Class B common stock received by First American will be convertible into one share of Class A common

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stock at the option of the holder or at such time as the share of Class B common stock is held by someone other than First American (other than in connection with a distribution to First American’s shareholders in a tax-free spinoff of the First Advantage shares). Otherwise the terms of the Class A common stock and the Class B common stock are the same.

For a more complete description of the capital stock of First Advantage, see the section entitled “DESCRIPTION OF FIRST ADVANTAGE CAPITAL STOCK” on page 101.

Q:

Will I have appraisal rights?

A:

No. Under Delaware law, US SEARCH stockholders are not entitled to seek an appraisal of the value of their US SEARCH common shares or to receive cash in lieu of whole First Advantage Class A common shares for their US SEARCH common shares.

Q:

Are there risks I should consider in deciding whether to vote for the mergers?

A:

Yes. For example, because First Advantage is not yet a publicly traded company, it will be difficult for you to calculate the market value of the shares of Class A common stock of First Advantage that you will receive in exchange for your shares of US SEARCH common stock. In addition, US SEARCH is not permitted to “walk away” from the mergers or resolicit the vote of its stockholders based on changes in the market value of US SEARCH common stock. Thus, even if US SEARCH’s stock price increases, US SEARCH stockholders will only have the right to receive 0.04 of a share of First Advantage Class A common stock for each share of US SEARCH common stock. We urge you to obtain current market quotations of US SEARCH common stock (Nasdaq: SRCH). In evaluating the mergers, you should carefully consider these and other factors discussed in the section entitled “RISK FACTORS—Risks Relating to the Mergers” on page 12.

Q:

What do I need to do now?

A:

We urge you to read this proxy statement/prospectus carefully, including its annexes, and to consider how the mergers affect you as a stockholder. After reading this proxy statement/ prospectus in its entirety, we ask that you vote on the mergers.

Q:

How do I vote?

A:

Simply indicate on your proxy card how you want to vote, and sign and mail your proxy card in the enclosed return envelope as soon as possible so that your shares may be represented at the special meeting. If you sign and return a proxy card, but do not include instructions on how to vote your proxy, we will vote your shares “FOR” approval and adoption of the merger agreement and the mergers unless your shares are held in a brokerage account. If you fail to return your proxy card or to vote in person, the effect will be a vote against the merger agreement and the mergers. You may also vote via the Internet. For a more complete description of voting at the meeting, see the section entitled “THE SPECIAL MEETING OF STOCKHOLDERS—Voting, Revocation and Solicitation of Proxies” on page 21.

Q:

If my shares are held in “street name” by my broker, will my broker vote my shares for me?

A:

Your broker will vote your shares only if you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker. If you do not instruct your broker to vote your shares, it will be equivalent to voting against the merger agreement.

For a more complete description of voting shares held in “street name,” see the section entitled “THE SPECIAL MEETING OF STOCKHOLDERS—Voting, Revocation and Solicitation of Proxies” on page 21.

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Q:

What do I do if I want to change my vote?

A:

If you want to change your vote, send the secretary of US SEARCH a later-dated, signed proxy card before the special meeting with enough time for it to be delivered prior to the special meeting or attend the meeting and vote in person. You may also revoke your proxy by sending written notice to the secretary of US SEARCH before the meeting.

For a more complete description of how to change your vote, see the section entitled “THE SPECIAL MEETING OF STOCKHOLDERS—Voting, Revocation and Solicitation of Proxies” on page 21.

Q:

Should I send in my stock certificates now?

A:

No. If the mergers are completed, we will send written instructions for exchanging US SEARCH common stock certificates for First Advantage Class A common stock certificates and the cash portion of the merger consideration paid on account of fractional shares, if any, will be paid by check.

Q:

When do you expect to complete the mergers?

A:

We are working toward completing the mergers as quickly as possible. We hope to complete the mergers during the second quarter of 2003.

For a description of the conditions to completing the mergers, see the section entitled “THE MERGER AGREEMENT—Conditions to Completion of the Mergers” on page 50.

Q:

Whom should I call with questions?

A:

You should call US SEARCH’s Investor Relations department at (310) 302-6700 with any questions about the mergers.

You may also obtain additional information about US SEARCH and First American from documents filed with the Securities and Exchange Commission, which can be accessed via the internet at www.sec.gov. See “WHERE YOU CAN FIND MORE INFORMATION.”

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Motor Vehicle Reports.    The FAST division provides access to motor vehicle reports in all 50 states and the District of Columbia to clients who are insurance agents, screening companies and transportation carriers.

•

Tenant Screening.    The FAST division provides landlords and property managers with analysis and information regarding a housing applicant’s credit standing, rental payment history, criminal history, eviction actions and similar background data.

•

Employee Background Screening.    The FAST division provides comprehensive background screening to employers, including criminal records checks, employment and education verification, reference checks and credit information.

•

Occupational Health.    The FAST division provides drug testing services and helps clients with the development and implementation of employee support programs.

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first, six newly-formed, wholly-owned subsidiaries of First Advantage will merge with and into American Driving Records, First American Registry, SafeRent, HireCheck, Employee Health Programs and Substance Abuse Management; and

•

second, a newly-formed, wholly-owned subsidiary of First Advantage will merge with and into US SEARCH.

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enhance the FAST division’s competitive position by providing it with additional operating scale, a broader scope of services, expanded geographic reach and increased financial strength;

•

facilitate the FAST division’s growth efforts by giving it a publicly traded security which it can use to acquire companies; and

•

give the FAST division what First American believes is a state-of-the art work flow and sourcing technology.

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(1)

The estimated number of shares of First Advantage common stock issuable in the mergers does not include options or warrants to purchase shares of First Advantage Class A common stock that will be outstanding immediately following the mergers, including options to purchase Class A common stock to be issued to former executives of the FAST division and First American who will serve as executives of First Advantage.

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(1)

The historical loss per share for US SEARCH is calculated by dividing, loss attributable to common stockholders of US SEARCH by the weighted-average number of shares of US SEARCH common stock outstanding for the respective period. The book value per share is calculated by dividing stockholders’ equity by the number of shares of US SEARCH common stock outstanding as of December 31, 2001 and September 30, 2002, as applicable.

(2)

The pro forma equivalent loss per share for US SEARCH is calculated by dividing historical loss attributable to common stockholders of US SEARCH by the pro forma weighted average number of shares of US SEARCH common stock outstanding for the respective period. The pro forma equivalent book value per share is calculated by dividing historical stockholders’ equity by the pro forma number of shares of US SEARCH common stock outstanding as of December 31, 2001 and September 30, 2002, as applicable.

(3)

The pro forma combined loss per share and book value per share of First Advantage is computed by dividing pro forma loss and stockholders’ equity of First Advantage by 19,403,743 shares of First Advantage common stock expected to be outstanding immediately following the mergers.

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US SEARCH may be required to pay First American a termination fee of $2.8 million if US SEARCH does not complete the mergers for certain reasons;

•

the current market price of US SEARCH common stock may decline to the extent that it reflects an assumption that the mergers will be completed;

•

US SEARCH will have to repay up to $1.4 million that it has borrowed from First American during the period before closing the mergers, pursuant to a subordinated secured promissory note due June 30, 2003; and

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substantial costs related to the mergers, such as legal and accounting fees and expenses and financial advisor expenses, must be paid even if the mergers are not completed.

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mergers or other business combinations;

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purchases or sales of assets;

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offerings of securities;

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indebtedness that First Advantage may incur; and

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payments of any dividends.

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expose First Advantage to liability;

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increase First Advantage’s expenses relating to resolution of these breaches;

•

deter customers from using First Advantage’s services; and

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deter suppliers from doing business with First Advantage.

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the expected closing date of the mergers;

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pro forma financial data for US SEARCH and the FAST division companies;

•

information concerning the anticipated benefits of the mergers;

•

the expected benefits of the mergers considered by First American in “SUMMARY—First American Reasons for the Mergers” on page 6;

•

statements about the expected competitive position and profitability of First Advantage and its future access to capital in “THE MERGERS—Background of the Mergers” on page 23;

•

the expected benefits and cost savings expected to result from the mergers considered by The US SEARCH board of directors in “THE MERGERS—US SEARCH Reasons for the Mergers on page 27;

•

the effect of automation on the quality of services and products and efficiency in “INFORMATION ABOUT US SEARCH—Business” on page 63; and

•

strategies for future growth described in “INFORMATION ABOUT THE FAST DIVISION—Business—Strategies for Future Growth” on page 71.

•

general volatility of the capital markets and the market price of First Advantage Class A common stock;

•

First Advantage’s ability to identify and complete acquisitions and successfully integrate businesses it acquires (including the FAST division and US SEARCH);

•

changes in applicable government regulations;

•

the degree and nature of First Advantage’s competition;

•

an increase in First Advantage’s expenses;

•

continued consolidation among First Advantage’s competitors and customers;

•

technological changes may be more difficult or expensive than anticipated; and

•

other factors described in the section entitled “RISK FACTORS” beginning on page 12.

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the per share merger consideration, based on valuation models prepared by US SEARCH’s financial advisor and management, in relation to the recent market trading prices for US SEARCH’s common stock;

•

the complementary nature of the US SEARCH and the FAST division businesses and the strong strategic and synergistic benefits of combining US SEARCH with the FAST division, which benefits will immediately position the combined company as a significant market player in each of the screening segments in which it will participate;

•

the fact that the combined company will likely be one of the largest screening services companies in the country based on pro forma combined revenues;

•

US SEARCH’s long term prospects as an independent company, the constraints on US SEARCH’s ability to pursue its strategic objectives due to its limited access to capital and its present size, and the belief that US SEARCH’s long term prospects would be enhanced by the mergers;

•

the general condition of the screening industry and the likely benefits to US SEARCH stockholders of consolidating its business with others to create a more significant participant in the industry;

•

the apparent trend of consolidation in the screening industry and the likelihood that competitors of US SEARCH would participate in this consolidation;

•

the strength and experience of the management group of the combined company;

•

the benefits to the combined entity of a continuing relationship with First American, including the benefits of the services to be provided to the combined company by First American pursuant to the services agreement;

•

the significant cost savings available to the combined company as a result of operational synergies;

•

the anticipated financial resources of the combined company;

•

the opinion of Lehman Brothers that, as of the date of its opinion, and based on and subject to certain matters stated therein, the exchange ratio was fair from a financial point of view to US SEARCH stockholders. See “THE MERGERS—Fairness Opinion of Financial Advisor to US SEARCH” on page 29;

•

the anticipated effectiveness of the mergers in implementing US SEARCH’s strategy of providing diversified screening services to its customers and of expanding beyond its retail consumer business into services for business customers;

•

the increased scale, scope and financial strength of the combined company, the potential greater liquidity of the combined company and the combined company’s potential for increased access to capital;

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the structure of the mergers and the financial and other terms of the merger agreement, including First American’s agreement to cause First Advantage to have $15 million in cash on the closing date (less expenses related to the transaction and amounts owed to First American by US SEARCH);

•

the restrictions placed upon the conduct of First American in the standstill agreement, including restrictions upon its ability to acquire additional shares of capital stock of the combined company, and a requirement that transactions between First American and the combined company be approved by a committee of the board of directors of the combined company consisting solely of disinterested directors;

•

the anticipated tax treatment of the mergers to US SEARCH stockholders;

•

the ability of US SEARCH under certain circumstances to consider unsolicited alternative proposals, its ability to terminate the merger agreement under certain circumstances including to permit it to accept one of such proposals, and the termination fees payable to First American if the merger agreement is terminated under certain circumstances including US SEARCH’s acceptance of one of such proposals; and

•

the possibility that US SEARCH’s common stock would be delisted from the Nasdaq National Market System if US SEARCH did not pursue a strategic transaction or a reverse stock split.

•

the risk that the potential benefits of the mergers may not be realized fully as a result of integration difficulties, negative market perception or public confusion about the mergers, general industry-wide or economic conditions or other factors;

•

corporate governance risks associated with becoming minority stockholders in a company that will be controlled by a single majority stockholder;

•

the risk that First American or its affiliates may compete directly with the combined entity in the screening industry;

•

the risk that the conditions to completion of the mergers will not be satisfied;

•

the risk of possible delays associated with the completion of the mergers; and

•

the other risks described under “RISK FACTORS” beginning on page 12 of this proxy statement/prospectus.

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the merger agreement and the specific terms of the proposed transaction;

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publicly available information concerning US SEARCH that Lehman Brothers believed to be relevant to its analysis, including US SEARCH’s annual reports on Form 10-K for the fiscal years ended December 31, 2001 and 2000, and quarterly reports on Form 10-Q for the quarters ended March 31, 2002, June 30, 2002, and September 30, 2002;

•

financial and operating information with respect to the business, operations and prospects of US SEARCH and the FAST division furnished to Lehman Brothers by US SEARCH and the FAST division, including unaudited historical financial statements for each of the companies then comprising the FAST division for varying periods between January 1, 2000 and September 30, 2002 provided by

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the FAST division, and unaudited pro forma combined financial statements for the fiscal year ending December 31, 2001 and nine months ending September 30, 2002;

•

the financial projections for US SEARCH and the FAST division prepared by the management of each entity;

•

a trading history of US SEARCH’s common stock from June 25, 1999 to the present and a comparison of that trading history with those of other companies that Lehman Brothers deemed relevant;

•

a comparison of the historical financial results and present financial condition of US SEARCH and the FAST division with those of other companies that Lehman Brothers deemed relevant;

•

a comparison of the financial terms of the proposed transaction with the financial terms of certain other transactions that Lehman Brothers deemed relevant;

•

the relative contributions of US SEARCH and the FAST division to the historical and future financial performance of First Advantage on a pro forma basis;

•

US SEARCH’s near term liquidity requirements and the ability of US SEARCH to meet those requirements in the absence of the proposed transaction;

•

the results of Lehman Brothers’ informal efforts to solicit interest from third parties with respect to an acquisition of US SEARCH; and

•

the pro forma impact of the proposed transaction on the current and future financial position of First Advantage.

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Stockholm One Merger Corp., a newly-formed, wholly-owned subsidiary of First Advantage, will merge with and into SafeRent, Inc., a wholly-owned subsidiary of First American. As a result of this merger, SafeRent will become a wholly-owned subsidiary of First Advantage.

•

Stockholm Two Merger Corp., a newly-formed, wholly-owned subsidiary of First Advantage, will merge with and into Employee Health Programs, Inc., a wholly-owned subsidiary of First American. As a result of this merger, Employee Health Programs will become a wholly-owned subsidiary of First Advantage.

•

Stockholm Three Merger Corp., a newly-formed, wholly-owned subsidiary of First Advantage, will merge with and into Substance Abuse Management, Inc., a wholly-owned subsidiary of First American. As a result of this merger, Substance Abuse Management will become a wholly-owned subsidiary of First Advantage.

•

Stockholm Four Merger Corp., a newly-formed, wholly-owned subsidiary of First Advantage, will merge with and into HireCheck, Inc., a wholly-owned subsidiary of First American. As a result of this merger, HireCheck will become a wholly-owned subsidiary of First Advantage.

•

Stockholm Five Merger Corp., a newly-formed, wholly-owned subsidiary of First Advantage, will merge with and into American Driving Records, Inc., a wholly-owned subsidiary of First American. As a result of this merger, American Driving Records will become a wholly-owned subsidiary of First Advantage.

•

Stockholm Six Merger Corp., a newly-formed, wholly-owned subsidiary of First Advantage, will merge with and into First American Registry, Inc., a wholly-owned subsidiary of First American. As a result of this merger, First American Registry will become a wholly-owned subsidiary of First Advantage.

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such fraction of a share; and

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the average closing price of a share of US SEARCH common stock, as quoted on the Nasdaq National Market (or, if no longer quoted on the Nasdaq National Market or the then principal exchange or market for US SEARCH’s common stock), for the ten trading days ending on the trading day that is three trading days before the date of US SEARCH’s stockholders meeting.

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base salary, which currently is $400,000 per year, and benefits for one year;

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a bonus equal to 100% of base salary;

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medical insurance coverage for a period of one year after the effective date of the termination, or until Mr. Cohen receives medical insurance coverage from another employer, whichever occurs first; and

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the accelerated vesting of stock options, and a period of one year to exercise all stock options.

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a citizen or resident of the United States;

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a corporation, partnership or other entity created or organized under the laws of the United States or any of its political subdivisions;

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a trust that (x) is subject to the supervision of a court within the United States and the control of one or more United States persons or (y) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person; or

•

an estate that is subject to U.S. federal income tax on its income regardless of its source.

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a financial institution;

•

a tax-exempt organization;

•

an S corporation or other pass-through entity;

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an insurance company;

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a mutual fund;

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a dealer in securities or foreign currencies;

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a foreign holder;

•

a person whose functional currency is not the U.S. dollar;

•

a trader in securities that elects the mark-to-market method of accounting for your securities;

•

a holder of US SEARCH common stock who received your US SEARCH common stock through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan; or

•

a holder of US SEARCH common stock who holds US SEARCH common stock as part of a hedge, straddle, or other risk reduction strategy or as part of a constructive sale or conversion transaction.

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US SEARCH will not recognize gain or loss in the mergers;

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you will not recognize gain or loss when you exchange your US SEARCH common stock solely for First Advantage Class A common stock in the mergers, except for gain or loss resulting from cash that you receive instead of a fractional share of First Advantage Class A common stock;

•

you will recognize capital gain or loss on any cash received instead of a fractional share of First Advantage Class A common stock equal to the difference between the amount of cash received and the portion of the tax basis of US SEARCH common stock allocated to that fractional share interest, and the gain or loss will constitute long-term capital gain or loss if your holding period in the US SEARCH common stock surrendered in the mergers is more than one year as of the date of the mergers;

•

the aggregate tax basis of the First Advantage Class A common stock you receive will be the same as your aggregate tax basis in the US SEARCH common stock you surrender in exchange, reduced by any tax basis allocable to any fractional share interest exchanged for cash;

•

the holding period of the First Advantage Class A common stock you receive will include the holding period of the US SEARCH common stock you surrender in exchange; and

•

you must retain records and file with your U.S. federal income tax returns a statement setting forth facts relating to the mergers.

•

furnish a correct taxpayer identification number and certify that you are not subject to backup withholding on the substitute Internal Revenue Service Form W-9 or successor form included in the letter of transmittal to be delivered to you following the completion of the mergers;

•

provide a certification of foreign status on Internal Revenue Service Form W-8BEN or a successor form; or

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are otherwise exempt from backup withholding.

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Enterprise, which will offer motor vehicle reports, tenant screening services, employee background services and occupational health services to businesses, non-profit organizations and governmental agencies.

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Consumer, which will offer location and verification services to consumers.

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Stockholm One Merger Corp., a newly-formed, wholly-owned subsidiary of First Advantage, will merge with and into SafeRent, Inc., a wholly-owned subsidiary of First American. As a result of this merger, SafeRent will become a wholly-owned subsidiary of First Advantage.

•

Stockholm Two Merger Corp., a newly-formed, wholly-owned subsidiary of First Advantage, will merge with and into Employee Health Programs, Inc., a wholly-owned subsidiary of First American. As a result of this merger, Employee Health Programs will become a wholly-owned subsidiary of First Advantage.

•

Stockholm Three Merger Corp., a newly-formed, wholly-owned subsidiary of First Advantage, will merge with and into Substance Abuse Management, Inc., a wholly-owned subsidiary of First American. As a result of this merger, Substance Abuse Management will become a wholly-owned subsidiary of First Advantage.

•

Stockholm Four Merger Corp., a newly-formed, wholly-owned subsidiary of First Advantage, will merge with and into HireCheck, Inc., a wholly-owned subsidiary of First American. As a result of this merger, HireCheck will become a wholly-owned subsidiary of First Advantage.

•

Stockholm Five Merger Corp., a newly-formed, wholly-owned subsidiary of First Advantage, will merge with and into American Driving Records, Inc., a wholly-owned subsidiary of First American. As a result of this merger, American Driving Records will become a wholly-owned subsidiary of First Advantage.

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Stockholm Six Merger Corp., a newly-formed, wholly-owned subsidiary of First Advantage, will merge with and into First American Registry, Inc., a wholly-owned subsidiary of First American. As a result of this merger, First American Registry will become a wholly-owned subsidiary of First Advantage.

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such fraction of a share; and

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the average closing price of a share of US SEARCH common stock, as quoted on the Nasdaq National Market (or, if no longer quoted on the Nasdaq National Market, the Nasdaq SmallCap Market or the then principal exchange or market for US SEARCH’s common stock), for the ten trading days ending on the trading day that is three trading days before the date of US SEARCH’s stockholders meeting.

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corporate existence and good standing;

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corporate authority;

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capital structure;

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subsidiaries;

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financial statements;

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charter documents and corporate books and records;

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real property, title to properties and encumbrances on those properties;

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leases;

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validity and absence of breaches of material contracts;

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litigation;

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taxes;

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insurance;

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intellectual property;

•

required permits and compliance with laws;

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absence of conflicts and required filings and consents;

•

labor and other employment matters;

•

employee benefit plans;

•

absence of certain interests in clients, suppliers and others;

•

absence of certain changes or events since September 30, 2002;

•

compliance with regulatory laws;

•

stockholder vote (or, in the case of First American, no stockholder vote) required to complete the mergers;

•

approval of board of directors;

•

broker’s or finder’s fees; and

•

ownership of the assets of the business.

•

tax matters pertaining to consolidated returns filed by the Kushner-Locke Company in which US SEARCH was included;

•

SEC filings; and

•

US SEARCH’s receipt of the opinion of Lehman Brothers.

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•

conduct its operations only according to the ordinary and usual course of business;

•

accurately maintain its books and records in the manner required by applicable law;

•

maintain its accounting and other financial records in accordance with applicable accounting requirements, published rules and regulations of the SEC with respect thereto and GAAP;

•

use reasonable efforts to preserve intact its business organizations, keep available the services of its officers and employees and maintain existing relationships with licensors, suppliers, distributors, customers, landlords, employees, agents and others having business relationships with them;

•

confer with First American concerning operational matters of a material nature, including the cancellation or waiver of any claim or right in excess of $50,000; and

•

report periodically to First American concerning its business, operations and finances.

•

refrain from amending or modifying its or its subsidiaries’ certificate of incorporation and bylaws;

•

refrain from paying any bonuses other than bonuses in the ordinary course of business;

•

refrain from increasing any salaries or other compensation and entering into any employment, severance or similar agreement with any director, officer or employee;

•

refrain from adopting, amending or increasing any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan outside the ordinary course of business;

•

refrain from entering into any contract or commitment except contracts and commitments in the ordinary course of business;

•

refrain from increasing its indebtedness for borrowed money;

•

refrain from canceling or waiving any claim or right of substantial value which individually or in the aggregate is material;

•

refrain from declaring or paying any dividends or redeeming, purchasing or otherwise acquiring any of its securities;

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•

refrain from making any material change in accounting methods or practices, except as required by law, the SEC or GAAP;

•

refrain from selling capital stock or other securities, or re-pricing any existing options, warrants or rights to purchase capital stock;

•

refrain from selling, leasing or otherwise disposing of any asset or property other than in the ordinary course of business;

•

refrain from making any capital expenditure, except in the ordinary course of business;

•

refrain from writing off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business;

•

refrain from taking any action that could reasonably be expected to result in any of the representations and warranties of US SEARCH set forth in merger agreement becoming untrue or, any of the conditions to the mergers not being satisfied;

•

use reasonable best efforts to refrain from taking actions outside the ordinary course of business that would reasonably be expected to delay the filing of this proxy statement/prospectus or require an amendment thereof or delay the effectiveness of the registration statement of which this proxy statement/prospectus is a part or require a post-effective amendment to such registration statement; and

•

refrain from agreeing to do any of the foregoing.

•

maintain its accounting and other financial records in accordance with applicable accounting requirements, published rules of the SEC and GAAP;

•

collect its receivables and pay its payables in the ordinary course of business; and

•

use reasonable efforts to preserve intact its business organizations, keep available the services of its officers and employees and maintain existing relationships with licensors, suppliers, distributors, customers, landlords, employees, agents and others having business relationships with them.

•

refrain from amending or modifying its articles or certificates of incorporation and bylaws;

•

refrain from making any material change in accounting methods or practices, except as required by law, the SEC or GAAP;

•

refrain from selling any securities;

•

refrain from taking any action that could reasonably be expected to result in any of the representations and warranties of First American set forth in the merger agreement becoming untrue or any of the conditions to the mergers not being satisfied;

•

use reasonable best efforts to refrain from taking actions outside the ordinary course of business that would reasonably be expected to delay the filing of this proxy statement/prospectus or require an amendment thereof or delay the effectiveness of the registration statement of which this proxy statement/prospectus is a part or require a post-effective amendment to such registration statement; and

•

refrain from agreeing to do any of the foregoing.

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•

any tender or exchange offer, or proposal, other than a proposal by First American or any of its affiliates, for a merger, share exchange or other business combination involving US SEARCH or any of its subsidiaries; or

•

any proposal or offer to acquire in any manner a substantial equity interest in US SEARCH or any of its subsidiaries or a substantial portion of the assets of US SEARCH or any of its subsidiaries.

•

withdraw or modify, or propose to withdraw or modify, in a manner adverse to First American, its approval or recommendation of the mergers or the merger agreement; or

•

approve or recommend, or propose to approve or recommend, any takeover proposal or any other acquisition of outstanding US SEARCH common stock other than pursuant to the mergers or the merger agreement.

•

furnish information pursuant to appropriate terms of confidentiality concerning US SEARCH and its business, properties or assets to a person who has indicated an interest in making a takeover proposal, without any solicitation by US SEARCH or any of its subsidiaries or representatives after the date of the merger agreement;

•

engage in discussions or negotiations with an unsolicited person;

•

following receipt of a takeover proposal from an unsolicited person, take and disclose to its stockholders a position contemplated by Rule 14e-2(a) under the Securities Exchange Act of 1934 or otherwise make disclosure to its stockholders;

•

following receipt of a takeover proposal from an unsolicited person, fail to make or withdraw or modify its recommendation or declaration of advisability of the mergers or adoption of the merger agreement, and to the extent it does so, refrain from calling, providing notice of or hold the meeting of

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its stockholders to approve the mergers and to adopt the merger agreement and from soliciting proxies or consents to secure the vote of its stockholders to adopt the merger agreement; or

•

waive the provisions of any confidentiality or standstill agreement.

•

take any action required to be taken by any non-appealable, final order of a court of competent jurisdiction; or

•

make any disclosure or filing required by applicable law, stock exchange rules or the rules, regulations or order of any governmental entity.

•

fees and expenses of First American related to the mergers;

•

the aggregate amount of the consolidated cash balances of the companies comprising the FAST division that will remain following the closing; and

•

the amount of the total outstanding principal balance, and all accrued interest thereon, due by US SEARCH to First American under the $1.4 million promissory note.

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•

the US SEARCH stockholders have approved the merger agreement and the mergers;

•

the SEC has declared effective the registration statement of which this proxy statement/prospectus is a part;

•

no stop order suspending the effectiveness of the registration statement or any part thereof has been issued by the SEC and no proceeding for that purpose, and no similar proceeding in respect of this proxy statement/prospectus, has been initiated or threatened by the SEC;

•

all requests for additional information on the part of the SEC have been complied with;

•

the First Advantage Class A common stock has been listed for quotation on the Nasdaq National Market, subject only to official notice of issuance;

•

no temporary, preliminary or permanent injunction or other order issued by a court or other government body or by any public authority to restrain or prohibit or restraining or prohibiting the mergers shall be in effect;

•

any waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to the mergers has expired or been terminated;

•

no statute, rule, regulation, executive order, decree or order of any kind has been enacted, entered, promulgated or enforced by any court or governmental authority which prohibits the mergers; and

•

all governmental and other consents and approvals have been received.

•

the representations and warranties of US SEARCH contained in the merger agreement are true and accurate, or, in certain cases, true and accurate in all material respects, as of the date of the merger agreement and as of the closing date;

•

all of the agreements of US SEARCH to be performed before the closing have been performed in all material respects;

•

the Chief Executive Officer of US SEARCH has delivered to First American a compliance certificate with certain attachments certifying to US SEARCH’s good standing, qualification to do business, tax status and similar matters;

•

no law, regulation, interpretation, opinion, order, judgment or decree of any kind (including any privacy, data protection, publicity, advertising or similar federal, state or local law) has been enacted, entered, promulgated, issued, amended or enforced by any court or governmental entity, and no change has occurred, which would reasonably be expected to materially and adversely affect the business, operations, assets, liabilities, financial condition or results of operations of US SEARCH and its subsidiaries, taken as a whole. The exception is any such law, regulation, interpretation, opinion, order, judgment or decree that would affect the United States economy generally without disproportionately affecting the industries in which US SEARCH and its subsidiaries compete;

•

US SEARCH has not commenced a voluntary case under the bankruptcy laws, and an involuntary case under the bankruptcy laws has not been commenced against US SEARCH which involuntary case is not dismissed before the closing date;

•

all of the directors of US SEARCH and its subsidiaries and certain officers of US SEARCH and its subsidiaries have resigned effective as of the closing date;

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First American has received a written opinion from its counsel that each of the mergers, other than the merger of Stockholm Seven Merger Corp. with and into US SEARCH, will constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code;

•

US SEARCH has delivered to First American copies of certain documents, and all other proceedings in connection with the mergers have occurred; and

•

If US SEARCH pays its remaining obligations owed to the former shareholders of Professional Resource Screening, such payment must be made through the issuance of US SEARCH common stock.

•

the representations and warranties of First American contained in the merger agreement are true and accurate in all material respects, as of the date of the merger agreement and as of the closing date;

•

First American has delivered to US SEARCH copies of certain documents, and all other proceedings in connection with the mergers have occurred;

•

all of the agreements of First American to be performed before the closing have been performed in all material respects;

•

the President or Chief Executive Officer of First American, First Advantage, each FAST division company and each merger subsidiary must have delivered to US SEARCH a compliance certificate with certain attachments certifying to such company’s good standing, qualification to do business, tax status and similar matters;

•

no law, regulation, interpretation, opinion, order, judgment or decree of any kind (including any privacy, data protection, publicity, advertising or similar federal, state or local law) has been enacted, entered, promulgated, issued, amended or enforced by any court or governmental entity, and no change has occurred, which would reasonably be expected to materially and adversely affect the business, operations, assets, liabilities, financial condition or results of operations of the FAST division companies and their subsidiaries, taken as a whole;

•

no FAST division company has commenced a voluntary case under the bankruptcy laws, and an involuntary case under the bankruptcy laws has not been commenced against any such company which involuntary case is not dismissed before the closing date;

•

the standstill agreement has been executed and delivered by First American;

•

the services agreement has been executed and delivered by First American;

•

US SEARCH has received a written opinion from its counsel that the merger of Stockholm Seven Merger Corp. with and into US SEARCH will constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code; and

•

First Advantage has received the cash contribution required of First American.

•

by mutual written agreement of the parties;

•

on or after June 11, 2003 (or such later date as First American and US SEARCH may have agreed to in writing) by First American if the conditions to closing have not been complied with or performed in

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any material respect and First American has not materially breached any of its representations, warranties, covenants or agreements;

•

by First American if the board of directors of US SEARCH has withdrawn or adversely modified its approval or recommendation of the mergers;

•

on or after June 11, 2003 (or such later date as First American and US SEARCH may have agreed to in writing) by US SEARCH, if the conditions to closing have not been complied with or performed in any material respect and US SEARCH has not materially breached any of its representations, warranties, covenants or agreements;

•

by either First American or US SEARCH by written notice to the other parties if the mergers contemplated in the merger agreement have not become effective within 30 days after the closing date, so long as the party seeking to terminate has not breached in any material respect any of its covenants and agreements which breach is the proximate cause of the delay;

•

by First American if US SEARCH fails to call the special meeting of its stockholders to approve the mergers on or before the 45th day after the registration statement of which this proxy statement/prospectus is a part is declared effective by the SEC;

•

by US SEARCH if a takeover proposal has occurred and the board of directors of US SEARCH withdraws or modifies its approval and recommendation of the mergers and the merger agreement to the extent permitted by the merger agreement in connection with such takeover proposal;

•

by either First American or US SEARCH if a court of competent jurisdiction or other governmental entity has issued a final, non-appealable order, decree or ruling, or taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the mergers;

•

by either First American or US SEARCH if at the special meeting of stockholders the stockholders of US SEARCH do not approve the mergers or the merger agreement;

•

by First American or US SEARCH if Lehman Brothers, US SEARCH’s financial advisor, withdraws its opinion or otherwise notifies the board of directors of US SEARCH that it may no longer rely on such opinion;

•

by First American if US SEARCH has materially breached any of its covenants and agreements contained in the merger agreement and US SEARCH fails to cure such breach within 10 days after receiving notice from First American; or

•

by US SEARCH if First American has materially breached any of its covenants and agreements contained in the merger agreement and First American fails to cure such breach within 10 days after receiving notice from US SEARCH.

•

by First American because the board of directors of US SEARCH has withdrawn or adversely modified its approval or recommendation of the mergers;

•

by First American because US SEARCH failed to call the special meeting of its stockholders to approve the mergers on or before the 45th day after the registration statement of which this proxy statement/prospectus is a part is declared effective by the SEC;

•

by US SEARCH because a takeover proposal has occurred and the board of directors of US SEARCH withdraws or modifies its approval and recommendation of the mergers and the merger agreement to the extent permitted by the merger agreement, in connection with such takeover proposal; or

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by either First American or US SEARCH if at the special meeting of stockholders, the stockholders of US SEARCH do not approve the mergers or the merger agreement and, at such time, a takeover proposal had been made and not rejected by US SEARCH’s board of directors.

•

extend the time for performance of any of the obligations or other acts of the other parties contained in the merger agreement;

•

waive any inaccuracies in the representations and warranties of the other parties contained in the merger agreement or in any document delivered pursuant to the merger agreement; and/or

•

waive compliance with any of the agreements or conditions of the other parties contained in the merger agreement.

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•

take such actions as are necessary to vote or cause to be voted all of its shares of US SEARCH common stock in favor of the merger of Stockholm Seven Merger Corp. with and into US SEARCH, the execution and delivery by US SEARCH of the merger agreement and the approval of the terms thereof and each of the other actions contemplated by the merger agreement and the voting agreement and any actions reasonably required in furtherance of the merger agreement and the voting agreement; and

•

not vote or cause or permit to be voted any of its shares of US SEARCH common stock in favor of any takeover proposal (as described below) or any other action or agreement that would in any manner impede, frustrate, prevent or nullify any of the transactions contemplated by the merger agreement (including, without limitation, the merger of Stockholm Seven Merger Corp. with and into US SEARCH) or result in a breach of any covenant, representation or warranty or any other obligation or agreement of US SEARCH under the merger agreement or which would result in any of the conditions to US SEARCH’s or First American’s obligations under the merger agreement not being fulfilled.

•

transfer, or consent to any transfer of, any or all of its shares of US SEARCH common stock or any interest therein if such transfer would result in Pequot Private Equity Fund II, L.P. no longer having the power to vote or cause to be voted such shares in favor of the merger agreement;

•

enter into any contract, option or other agreement or understanding with respect to any such transfer of any or all of its shares of US SEARCH common stock, or any interest therein if the entering into or performance of any such contract, option or other agreement or understanding would result in Pequot Private Equity Fund II, L.P. no longer having the power to vote or cause to be voted such shares in favor of the merger agreement;

•

grant any proxy, power-of-attorney or other authorization in or with respect to its shares of US SEARCH common stock (other than for the purpose of fulfilling the terms of the voting agreement);

•

deposit its shares of US SEARCH common stock into a voting trust or enter into another voting agreement or arrangement with respect to such shares, other than pursuant to the voting agreement; or

•

take any other action that would in any way restrict, limit or interfere in any material respect with the performance of Pequot Private Equity Fund II, L.P.’s obligations under the voting agreement or the transactions contemplated thereby or by the merger agreement.

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•

any tender or exchange offer, or proposal, other than a proposal by First American or any of its affiliates, for a merger, share exchange or other business combination involving US SEARCH or any of its subsidiaries; or

•

any proposal or offer to acquire in any manner a substantial equity interest in US SEARCH or any of its subsidiaries or a substantial portion of the assets of US SEARCH or any of its subsidiaries.

•

First American delivers a written notice to Pequot Private Equity Fund II, L.P. of such sale, identifying the third party, the number of shares proposed to be transferred, the purchase consideration for the shares, the proposed date of the closing of such sale and the other material terms and conditions of the proposed sale; and

•

at Pequot Private Equity Fund II, L.P.’s election, First American permits Pequot Private Equity Fund II, L.P. and its affiliates to participate in such sale by selling a number of shares held by Pequot Private Equity Fund II, L.P. equal to the product of (a) a fraction, the numerator of which is the number of shares proposed to be sold by First American and or its affiliates and the denominator of which is the total number of shares then held by First American and its affiliates and (b) the total number of shares then held by Pequot Private Equity Fund II, L.P. and its affiliates.

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•

such representative is an officer, director or employee of a person, that is, directly or through its subsidiaries, materially engaged in an individual background screening business that competes with the individual background screening business owned by First Advantage and its subsidiaries; or

•

such representative is or has been the subject of any of the matters described in Rule 262(b) promulgated under the Securities Act.

•

attend all regular and special meetings of First Advantage’s board of directors in a non-voting, observer capacity; and

•

receive all notices and materials provided to members of the board of directors, other than privileged information or information that the board reasonably determines to conflict with such representative’s rights.

•

any shares of Class A common stock of First Advantage that Pequot Private Equity Fund II, L.P. or any of its affiliates own at the date of closing of the mergers or received or is receivable upon the exercise of warrants held at such closing;

•

any securities received or receivable as a dividend, stock split or other distribution with respect to other registrable securities;

•

any securities received or receivable upon specific reorganization, reclassification, merger, consolidation or other similar events; and

•

any shares of Class A common stock of First Advantage acquired by Pequot Private Equity Fund II, L.P. or its affiliates after the date of stockholders agreement, the transfer of which is restricted under Rule 144 of the Securities Act.

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•

before December 13, 2003;

•

after First Advantage has effected two registration statements pursuant to Pequot Private Equity Fund II, L.P.’s demand registration rights and such registration statements have become effective;

•

if First Advantage furnishes to Pequot Private Equity Fund II, L.P. a certificate signed by the President or Chief Executive Officer of First Advantage stating that in the good faith judgment of First Advantage’s board of directors, it would be seriously detrimental to First Advantage and its stockholders for such registration statement to be effected at such time. If such event occurs, First Advantage has the right to defer such filing for a period of not more than ninety days after receipt of Pequot Private Equity Fund II, L.P.’s request; provided that such right to delay a request is exercised by First Advantage not more than once in any twelve (12) month period; or

•

if Pequot Private Equity Fund II, L.P. proposes to dispose of shares of registrable securities that may be registered on a Form S-3.

•

within 120 days of the effective date of any other registration pursuant to the stockholders agreement; or

•

unless Pequot Private Equity Fund II, L.P. proposes to dispose registrable securities having an anticipated aggregate price to the public (net of underwriting discounts and expenses of sale, if any) of at least $2,000,000.

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•

The tag-along rights terminate on the earlier of:

•

the first date on which Pequot Private Equity Fund II, L.P. and its affiliates beneficially own less than 5% of the total number of shares of First Advantage’s common stock issued and outstanding immediately following the closing of the mergers; and

•

the third anniversary of the effective time of the mergers.

•

The registration rights will terminate on the earlier of:

•

the fourth anniversary of the effective date; and

•

the first date following the effective date on which:

•

First Advantage is then providing current public information within the meaning of Rule 144(c)(1) promulgated under the Securities Act;

•

no representative designated by Pequot Private Equity Fund II, L.P. pursuant to the stockholders agreement is a member of the board of First Advantage; and

•

Pequot Private Equity Fund II, L.P. and its affiliates are able to sell all of their registrable securities without restriction under Rules 144 and 145 promulgated under the Securities Act during a three-month period.

•

The director designation right will terminate on the first date on which Pequot Private Equity Fund II, L.P. owns less than 75% of all of the shares of First Advantage Class A common stock issued to Pequot Private Equity Fund II, L.P. and its affiliates at the closing of the mergers.

•

the securities of First Advantage issued to First American at the closing of the mergers or securities issued upon exchange, exercise or conversion thereof;

•

as a result of the transfer of beneficial ownership of securities of First Advantage from First American or its affiliates to an affiliate of First American or to First American; provided, that the acquiring person agrees in writing to assume all of the obligations of First American under the standstill agreement; and

•

securities issued to First American or an affiliate of First American as a result of a capital contribution made by First American or such affiliate to First Advantage and approved by a majority of disinterested directors of First Advantage.

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•

to all of First Advantage’s stockholders (other than First American and its affiliates);

•

conditioned on at least two-thirds of the outstanding common stock of First Advantage (other than common stock of First Advantage beneficially owned by First American and its affiliates) being tendered; and

•

in which the same consideration is offered to all holders of First Advantage common stock.

•

such person or group beneficially owning more than 50% of the issued and outstanding voting securities of First Advantage immediately after such transaction; and

•

either the transfer is made to a person or group in which First American or any of its affiliates has an economic interest in excess of $20.0 million or the voting securities being transferred, together with any voting securities previously transferred by First American or any of its affiliates to such person or group, represent 25% or more of the issued and outstanding voting securities of First Advantage.

•

an officer or employee of First Advantage;

•

an officer, director or employee of First American or any affiliate (excluding First Advantage) thereof;

•

a person who controls or is under common control with First American or any affiliate of First American; or

•

a person who otherwise would fail to qualify as an “independent director” under the applicable rules of the Nasdaq National Market as then in effect (other than any person designated by Pequot Private Equity Fund II, L.P. in accordance with the stockholders agreement, who will not be disqualified as a disinterested director if such designee otherwise fails to so qualify).

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Legal support;

•

Tax support;

•

Strategic planning;

•

Corporate communications support;

•

Investor relations support;

•

Accounting/financial management support;

•

Human resources support; and

•

General management support.

•

Leasing of real and personal property;

•

Management support;

•

Human resources/payroll support; and

•

Services incidental to the foregoing.

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such loan or loans bear interest at a rate per annum no greater than the prime rate in effect from time to time plus 2.75%; and

•

the aggregate amount of all such loans at any date of determination will not exceed $1,000,000.

•

default in the payment when due of any principal or interest due under the note or any other amounts owing thereunder if such default continues unremedied for three or more business days;

•

any representation, warranty or statement made by or on behalf of US SEARCH in the note or any security document or in any certificate proves to be untrue in any material respect on the date as of which made or deemed made;

•

default in the due performance or observance of any other term, covenant or agreement contained in the note or the security agreement and such default continues unremedied for a period of the lesser of ten business days and the grace period provided for in the security agreement with respect to such default, if any;

•

default in the payment when due, whether by acceleration or otherwise, of any debt for borrowed money of US SEARCH under the Loan and Security Agreement, dated September 12, 2001, as amended, between Comerica Bank, as successor to Imperial Bank, and US SEARCH or default in the

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performance or observance of any obligation or condition with respect to such debt if the effect of such default is to accelerate the maturity of any such debt or such default continues unremedied for any applicable period of time sufficient to permit the holder or holders of such debt, or any trustee or agent for such holders, to cause such debt to become due and payable before its stated maturity;

•

US SEARCH or any of its subsidiaries institutes or consents to the institution of any proceeding under the federal bankruptcy statutes or any other debtor relief law, or makes an assignment for the benefit of creditors;

•

US SEARCH or any of its subsidiaries applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property;

•

any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of US SEARCH or any of its subsidiaries and the appointment continues undischarged or unstayed for 60 calendar days;

•

any proceeding under the federal bankruptcy statutes or any other debtor relief law relating to any such person or to all or any part of its property is instituted without the consent of US SEARCH or any of its subsidiaries and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding;

•

if, without the express prior written consent of First American, title to any of the collateral, or any part thereof or interest therein, is (or is attempted to be) sold, conveyed, transferred or further encumbered by US SEARCH in favor of any other person, firm, corporation or other entity, whether by operation of law, agreement or otherwise, except as expressly permitted by the security agreement;

•

any judgment or order for the payment of money in excess of $2.0 million (taking into account any insurance proceeds payable under a policy where the insurer has accepted coverage without reservation) is rendered against US SEARCH and either:

•

enforcement proceedings have been commenced by any creditor upon such judgment or order; or

•

there has been any period of fifteen (15) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, is not in effect; or

•

the security documents or any provision thereof ceases to be in full force and effect, or ceases to give First American the liens, rights, powers and privileges purported to be created thereby, or US SEARCH or any other person obligated under any security document (other than First American) defaults in the performance or observance of any term, covenant or agreement on its part to be performed or observed pursuant to such security documents or US SEARCH or any person purporting to act by or on behalf of US SEARCH denies or disaffirms US SEARCH’S obligations under any security document.

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Large Business Services.    Through US SEARCH’s subsidiary, Professional Resource Screening, US SEARCH provides large businesses, government agencies and other employers with a variety of employment screening, individual and business background check and risk mitigation products and services via an online, web-based system that enables instant ordering and prompt delivery of results. Customers can customize the search and decision parameters online using a “drag-and-drop” browser interface. Employment screening products include Social Security Number Trace, Federal and State Felony and Misdemeanor Record Searches, Employment and Education Verification, and Credit History. US SEARCH also provides character reference checks and drug screening via third party providers. US SEARCH also offers a Management Services program that provides customers with an outsourced solution to background investigations, which includes analysis of developed investigation data, management of Fair Credit Reporting Act communications, legal compliance, and direct applicant contact. Finally, US SEARCH recently developed ApplyDirect™, a web-based application tool designed to reduce recruiting costs and improve time-to-hire by allowing job candidates to electronically complete and sign employment application forms. The online application is easily customized to match a client’s paper based form in content and design and incorporates digital signature technology allowing applicants to authorize a background screen.

•

Small and Medium Business Services.    US SEARCH provides small and medium businesses with a variety of services including individual locator, individual and business background checks and employment screening. Small and medium business clients may use US SEARCH’s services to find missing beneficiaries, debtors, alumni, witnesses, shareholders and pension plan participants, perform due diligence on individuals and businesses before entering into a business or financial relationship, research identity fraud, verify property ownership or screen employees before making a hiring decision. US SEARCH’s customers may access a new small and medium business website at www.ussearch.com/business.

•

Consumer Services.    US SEARCH provides consumer clients with a single, comprehensive access point to a broad range of information to assist them in locating friends and relatives or learn more information about people in their lives. US SEARCH’s clients can obtain addresses, aliases, listed phone numbers, property ownership, court records, judgments, professional license verification, corporate affiliations and date of death information. Searches are performed by electronically accessing multiple, geographically dispersed public record databases. US SEARCH aggregates this information, then formats and presents the search results to make them easy to read and understand.

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Expand the number of customers using its technology. Following the acquisition of Professional Resource Screening in December of 2001, US SEARCH has over 500 customers for whom it is providing employment screening. During 2003, US SEARCH will continue to focus on converting existing customers from regional or divisional accounts to national accounts. In addition, US SEARCH will focus on expanding the scope of services provided to customers and winning new customers in industry verticals where there is a need for background screening, including transportation, retail, insurance, financial services, healthcare, telecommunications, and technology.

•

Complete the integration of Professional Resource Screening to US SEARCH’s back-end automated fulfillment platform. Because US SEARCH DARWIN™ technology makes it possible to introduce automation into portions of the fulfillment of background searches, US SEARCH expects to improve productivity and increase operating efficiency as it completes the integration of Professional Resource Screening’s operations. In addition, US SEARCH believes it will be able to significantly increase the range of services offered to Professional Resource Screening’s existing customer base.

•

Establish strategic partnerships with leading IT consultants, systems integrators, HR information systems vendors and HR outsourcing companies. US SEARCH intends to develop relationships with leading consulting companies, systems integrators and HR outsourcing companies that will enable it to provide services to their existing client base. US SEARCH also intends to develop partnerships with leading HR Information Systems and Enterprise Resource Planning vendors to integrate its web-enabled software with their systems and make automated screening and background checks available as a value-added feature of their systems.

•

Grow the consumer business. US SEARCH intends to deepen and strengthen its channel partnerships and continue to introduce new products and services to expand its market position in the consumer business.

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(a)

Includes payment obligations of $1.5 million, payable in equal monthly installments of $127,000 commencing January 2004. These payments may be accelerated commencing October 2002 based on the profitability and cash flows of Professional Resource Screening.

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•

Capitalized Software and Development Costs.    US SEARCH’s policy on capitalized software costs determines the timing of recognition of certain development costs. Management is required to use professional judgment in determining whether such development costs meet the criteria for immediate expense recognition or capitalization. US SEARCH capitalizes costs of software, consulting services, hardware and payroll related costs incurred to purchase and develop internal-use software. US SEARCH expenses costs incurred during the preliminary project assessment, research and development, reengineering, training and application maintenance phases.

•

Acquired Intangibles.    US SEARCH’s business acquisition resulted in goodwill and other intangible assets, which affect the amount of future period amortization expense and possible impairment expense that may be incurred. The determination of the value of such intangible assets requires management to make estimates and assumptions that affect the consolidated financial statements. US SEARCH periodically evaluates acquired businesses for potential impairment indicators. Judgments regarding the existence of impairment indicators are based on legal factors, market conditions and operational performance of acquired businesses. Future events could cause US SEARCH to conclude that impairment indicators exist and that goodwill and intangible assets associated with acquired businesses are impaired. Any resulting impairment loss could have a material adverse impact on financial condition and results of operations.

•

Income Taxes.    US SEARCH utilizes the liability method of accounting for income taxes. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and the tax bases of assets and liabilities using enacted tax rates in effect for the period in which the differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

•

Legal Contingencies.    US SEARCH is currently involved in certain legal proceedings as discussed in Note 6 of its consolidated financial statements for the nine month period ended September 30, 2002. While the outcome of these matters is difficult to predict, US SEARCH currently believes that the loss, if any, from these proceedings will not materially exceed the amount accrued in the consolidated financial statements. However there is no assurance that such amounts accrued will be adequate to cover such losses upon final resolution of these matters.

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(A)

Adjustments reflect the pro forma impact of the acquisitions of Employee Health Programs and SafeRent (both acquired subsequent to September 30, 2002) as if they had occurred as of September 30, 2002 for balance sheet purposes and January 1, 2001 for income statement purposes. The allocation of the purchase price of these businesses is based on preliminary estimates of the assets and liabilities acquired in accordance with SFAS No. 141. A full determination of the purchase price allocation will be made within twelve months of the effective acquisition date upon receipt of a final valuation analysis of tangible and intangible assets.

(B)

In accordance with the merger agreement, at the closing date, First Advantage will have cash of $15 million less merger related costs such as legal, accounting and financial advisor fees. Such fees are estimated to be approximately $5 million. This additional cash infusion is to be provided by First American. The additional cash infusion is estimated as follows:

No adjustment has been made to the amount of First American’s cash infusion for amounts repayable by US SEARCH to First American pursuant to the subordinated secured promissory note of $1.4 million contemplated by the merger agreement.

(C)

The estimated purchase price of US SEARCH for purposes of preparing these pro forma financial statements is $51.7 million. This is based upon an estimate of the fair value of the net assets of the FAST division contributed by First American to First Advantage in the mergers and estimated direct costs of the acquisition. The allocation of the purchase price is based upon preliminary estimates of the assets and liabilities acquired in accordance with SFAS 141. A full determination of the purchase price allocation will be made within twelve months of the effective acquisition date upon receipt of a final valuation analysis of tangible and intangible assets.

The purchase price was determined as follows:

*

Due to the fact that there currently is no quoted market price for First Advantage’s Class A common stock, for purposes of this analysis, the fair value of vested options is based upon the quoted market price of US SEARCH common stock prior to December 16, 2002. The final purchase accounting adjustments will be based upon the quoted price of First Advantage Class A common stock.

The

allocation of the purchase price is estimated as follows:

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The pro forma adjustment to goodwill and other intangibles is based upon the purchase price allocation, less amounts previously recorded by US SEARCH as follows:

(D)

In accordance with the merger agreement, the FAST division will not have any long-term debt at closing. Adjustment reflects the effects on the balance sheet and statements of operations relating to the assumption of these debt obligations as if they had occurred as of January 1, 2001.

(E)

Adjustment reflects the effects of the mergers on rent expense, which is included in selling general and administrative expenses in the statements of operations. The adjustment reflects the impact of two lease commitments at US SEARCH which are considered to be above current market prices by approximately 50% and 25%, respectively. Approximately $1.5 million has been recorded as additional liabilities in the purchase accounting adjustments in Note C above relating to adverse lease commitments. The impacts on the statements of operations are calculated as follows:

(F)

Adjustment reflects the elimination of the stockholders’ equity of US SEARCH and the issuance of shares of First Advantage common stock with a par value of $.001 per share in the mergers. The estimated number of shares issuable in accordance with the merger agreement is as follows:

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(G)

Adjustments reflect the pro forma impact of the acquisitions of Substance Abuse Management (acquired in 2001) and American Driving Records, Employee Health Programs and SafeRent (all acquired in 2002) as if they had occurred as of January 1, 2001. The allocation of the purchase price of Employee Health Programs and SafeRent is based on preliminary estimates of the assets and liabilities acquired. A full determination of the purchase price allocation will be made within twelve months of the effective acquisition date upon receipt of a final valuation analysis of tangible and intangible assets.

(H)

Adjustments reflect the pro forma impact of the acquisition of Professional Resource Screening during December 2001 as if it had occurred as of January 1, 2001.

(I)

Adjustment reflects issuance of 8,800,000 shares of US SEARCH common stock to former shareholders of Professional Screening Resources in connection with its acquisition by US SEARCH on December 28, 2001.

(J)

Adjustment reflects the effects of the amortization of other intangibles during the year ended 2001 and the nine months ended September 30, 2002. Under SFAS 142, beginning with fiscal years after December 15, 2001, goodwill will not be amortized, but rather will be tested at least annually for impairment. This standard applies to acquisitions made after June 30, 2001. As such, no amortization expense has been reflected for the year ended December 31, 2001 or the nine month period ended September 30, 2002. Other identifiable intangibles are being amortized over their estimated life of five years.

(K)

Adjustment reflects the effects on the statement of operations of the effect of the mergers on the provision for income taxes. The impacts are estimated at:

(L)

Represents dividends and accretion on preferred stock of US SEARCH that was converted into common stock during 2002.

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(M)

Basic and diluted earnings (loss) per share is calculated as net (loss) income to common stockholders divided by the weighted average shares outstanding for the period. Pro forma weighted average shares outstanding used in the calculation of pro forma loss per share is based upon the estimated shares to be issued in connection with the merger as discussed in note (F) above. The calculation of basic and diluted loss per share is as follows:

(N)

Weighted average shares outstanding used in the calculation of loss per share is based upon the estimated number of shares to be issued in connection with the mergers as discussed in note (F) above.

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•

75,000,000 shares of Class A common stock, par value $0.001 per share;

•

25,000,000 shares of Class B common stock, par value $0.001 per share; and

•

1,000,000 shares of preferred stock, par value $0.001 per share.

•

the holder of any share of First Advantage Class B common stock may elect at any time, and at such holder’s sole option, to convert such share into one fully paid and nonassessable share of First Advantage Class A common stock;

•

if at any time First American and its affiliates collectively own less than 28% of the total number of issued and outstanding shares of capital stock of First Advantage, each issued and outstanding share of First Advantage Class B common stock will automatically be converted into one share of Class A common stock; or

•

upon the transfer of any share of First Advantage Class B common stock to a person other than First American or an affiliate of First American (excluding certain permitted transfers), such share will automatically be converted into one fully paid and nonassessable share of Class A common stock.

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each stockholder who is known by US SEARCH to beneficially own more than 5% of US SEARCH’s common stock;

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each of US SEARCH’s Chief Executive Officer and US SEARCH’s four most highly compensated executive officers;

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each of US SEARCH’s directors; and

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all of US SEARCH’s directors and executive officers as a group.

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*

Represents beneficial ownership of less than one percent of the common stock.

(1)

Consists of 52,529,702 shares of common stock, options to purchase 80,486 shares of common stock at a weighted average exercise price of $1.65 per share and warrants to purchase 2,429,820 shares of common stock at a weighted average initial exercise price of $0.80 per share held of record by Pequot Private Equity Fund II, L.P. Pequot Capital Management, Inc., the investment manager of Pequot Private Equity Fund II, L.P. holds voting and dispositive power of the shares held of record by Pequot Private Equity Fund II, L.P. Lawrence D. Lenihan, Jr. is a managing director of Pequot Capital Management, Inc. and may be deemed

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to beneficially own the securities held of record by Pequot Private Equity Fund II, L.P. Mr. Lenihan disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

(2)

Consists of 305,866 shares of common stock and warrants to purchase 56,144 shares of common stock at an initial exercise price of $1.04 per share held by Candlewood Fund, LP, 2,222,773 shares of common stock and warrants to purchase 407,980 shares of common stock at an initial exercise price of $1.04 per share held by Candlewood QP Fund, L.P., and 4,268,812 shares of common stock and warrants to purchase 783,523 shares of common stock at an initial exercise price of $1.04 per share held by Candlewood Offshore Fund, L.P.

(3)

Consists of 20,000 shares of common stock and options to purchase up to 4,944,997 shares of common stock at a weighted average exercise price of $3.45 per share.

(4)

Consists of 2,000 shares of common stock and options to purchase up to 1,099,998 shares of common stock at a weighted average exercise price of $1.47 per share.

(5)

Consists of options to purchase up to 1,109,998 shares of common stock at a weighted average exercise price of $1.46 per share.

(6)

Consists of options to purchase up to 392,032 shares of common stock at a weighted average exercise price of $1.94 per share.

(7)

Consists of options to purchase up to 143,457 shares of common stock at a weighted average exercise price of $2.01 per share.

(8)

Consists of options to purchase 153,457 shares of common stock at a weighted average exercise price of $2.53 per share.

(9)

Consists of 15,000 shares of common stock and options to purchase 143,457 shares of common stock at a weighted average exercise price of $2.01 per share.

(10)

Consists of options to purchase 91,648 shares of common stock at a weighted average exercise price of $1.01 per share.

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•

each stockholder expected to own beneficially more than 5% of First Advantage’s Class A common stock;

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each person who is expected to be the Chief Executive Officer and one of the four most highly compensated officers of First Advantage;

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each person expected to be a director of First Advantage; and

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all of the expected directors and executive officers of First Advantage as a group.

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*

Represents beneficial ownership of less than one percent of the Class A common stock.

(1)

The actual number of shares of Class A common stock issuable pursuant to the merger agreement may be adjusted pursuant to the terms of the merger agreement.

(2)

Consists of 15,522,994 shares of Class A common stock issuable upon conversion of 15,522,994 shares of Class B common stock currently expected to be issued to First American in connection with the mergers.

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(3)

Consists of 2,101,188 shares of Class A common stock, options to purchase 3,219 shares of Class A common stock and warrants to purchase 97,192 shares of Class A common stock held of record by Pequot Private Equity Fund II, L.P. Pequot Capital Management, Inc., the Investment Manager of Pequot Private Equity Fund II, L.P., holds voting and dispositive power of the shares held of record by Pequot Private Equity Fund II, L.P. Lawrence D. Lenihan, Jr. is a Managing Director of Pequot Capital Management, Inc. and may be deemed to beneficially own the securities held of record by Pequot Private Equity Fund II, L.P. Mr. Lenihan disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

(4)

Mr. Kennedy beneficially holds 3,900,648 shares of First American common stock, or 5.01% of the 73,691,347 shares of First American common stock outstanding as of January 9, 2003. These holdings include 190,500 shares of First American common stock which Mr. Kennedy has the right to acquire within 60 days of January 9, 2003, 8,479 shares of First American common stock that are allocated to Mr. Kennedy’s employee stock ownership sub-account under the “ESOP” portion of First American’s 401(k) Savings Plan and 365 shares of First American common stock that are held for the benefit of Mr. Kennedy by the trustee of the First American 401(k) Savings Plan.

(5)

Of the First American shares credited to Mr. Kennedy, President of First American, 10,000 shares are owned directly and 3,285,089 shares are held by Kennedy Enterprises, L.P., a California limited partnership of which Mr. Kennedy is the sole general partner and D.P. Kennedy, Parker S. Kennedy’s father, is one of the limited partners. The limited partnership agreement pursuant to which the partnership was formed provides that the general partner has all powers of a general partner as provided in the California Uniform Limited Partnership Act, provided that the general partner is not permitted to cause the partnership to sell, exchange or hypothecate any of its shares of stock of First American without the prior written consent of all of the limited partners. Of the First American shares held by the partnership, 459,914 are allocated to the capital account of Parker S. Kennedy. The balance of the First American shares held by the partnership is allocated to the capital accounts of the other limited partners, who are family members of Mr. Kennedy. Except to the extent of his voting power of the shares allocated to the capital accounts of the limited partners, Parker S. Kennedy disclaims beneficial ownership of all shares held by the partnership other than those allocated to his own capital accounts.

(6)

In addition to the First American shares set forth in footnote (4) above, 406,215 are held in trust under First American’s pension plan as part of the diversified investment of the trust's assets. Mr. Kennedy serves on a committee of four persons, the majority of which may, under the terms of the trust agreement governing the trust, and subject to applicable law, direct the disposition of the securities held as trust assets. In accordance with California law, those shares are not voted.

(7)

Mr. Long holds 8,000 shares of First American common stock, options to purchase up to 32,998 shares of common stock of First American, 928 shares of common stock of First American that are allocated to Mr. Long’s employee stock ownership sub-account under the “ESOP” portion of First American’s 401(k) Savings Plan, and 5,738 shares of First American common stock that are held for the benefit of Mr. Long by the trustee of the First American 401(k) Savings Plan. Mr. Long’s children hold 1,500 shares of common stock of First American. Mr. Long beneficially owns less than 1% of the issued and outstanding common stock of First American.

(8)

Mr. Chatham beneficially holds 16,230 shares of common stock of First American and options to purchase up to 13,500 shares of First American common stock. Mr. Chatham beneficially owns less than 1% of the issued and outstanding shares of common stock of First American.

(9)

As a group, the directors and officer of First Advantage beneficially hold 4,182,203 shares of First American common stock, representing 5.49% of the issued and outstanding shares of common stock of First American as of January 9, 2003. These holdings include shares of First American common stock that may be acquired within 60 days of January 9, 2003.

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(1)

February 2001 and March 2001, Pequot Private Equity Fund II, L.P. (“Pequot”) advanced the Company an aggregate of $10,000,000 from the issuance of $10,150,000 of promissory notes that were convertible into Series A-1 Convertible Preferred Stock. The promissory notes bore interest at a rate of seven percent (7%) per annum, and, if not previously converted into Series A-1 Preferred Stock, were due and payable on April 1, 2002. On June 5, 2001, the promissory notes and accrued interest and a previously issued Series A Preferred Stock were converted to 203,113 shares of Series A-1 Preferred Stock with a conversion price of $0.48237 per common share. The Company recorded as additional interest expense a non-cash charge of $445,000 for a contingent beneficial conversion feature (“BCF”) relating to the March 2001 note. The BCF was computed based on the difference between the effective conversion price per share and the fair value of the common stock on the commitment date of the March 30, 2001 note, multiplied by the most beneficial

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number of shares into which the promissory note was convertible. To induce Pequot to advance the purchase price of the Series A-1 Convertible Preferred Stock in the form of the promissory notes, the Company agreed to issue to Pequot a warrant to purchase up to 5,000 shares of the Series A-1 Convertible Preferred Stock at an initial purchase price of $100 per share. In accordance with Accounting Principles Board Opinion No. 14 “Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants”, the relative fair value of the warrants of $250,000 was recorded as additional debt issuance costs in the second quarter of 2001.

(2)

In December 2001, the Company issued a $3,500,000 promissory note to Pequot. The promissory note bears interest at a rate of eight percent (8%) per annum and, if not previously converted into common stock, is due and payable on December 20, 2002. The note is convertible on approval by the shareholders of the Company or waiver of shareholder approval by the NASD. The conversion price is the lower of (a) $0.783 or (b) 90% of the 10-day average closing bid price of the Company’s common stock prior to the earlier of the date the Company receives (x) approval from its stockholders or (y) the approval of the Nasdaq National Market for the transaction. The holders have the right to convert at a lower conversion price in the event that the Company issues securities at a lower share price. The Company may record a beneficial conversion feature as an additional charge to interest expense, in the event that the note becomes convertible. In connection with this note, the Company issued to Pequot a warrant to purchase 1,340,996 (1,117,497 as of December 31, 2001) shares of common stock at an exercise price of $1.044 per share. The warrants expire on December 20, 2005. In accordance with Accounting Principles Board Opinion No. 14 “Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants”, the relative fair value of the warrants of $452,000 is being recorded as additional interest expense over the term of the note. As of December 31, 2001, the Company has amortized approximately $14,000 as debt issuance costs. The Company has recorded legal expenses of the offering of approximately $40,000 as a discount to the note.

(3)

In the event that the Company closes a financing, as defined, in excess of $10,000,000, the then outstanding balance becomes due within 90 days after the financing. In connection with the renegotiation of this debt, the Company issued a ten year warrant to purchase 80,000 shares of common stock at an exercise price of $0.01 per share. The Company has recorded the fair value of the warrants of $74,000 as a discount to the note payable.

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(1)

In September 2000, the Company issued warrants to purchase 1,750,000 shares of common stock for $0.01 per share, in connection with the restructuring of one of its online advertising agreements. The non-forfeitable warrants have a ten-year term and are exercisable from the date of issuance. The Company has recorded a non-cash charge of approximately $2,179,000 in connection with these warrants.

(2)

From time to time the Company issues warrants to its vendors in conjunction with the restructuring of an agreement or payments terms. The Company has recorded non-cash charges of $217,000 of which $12,000 has been amortized.

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•

for any breach of the director’s duty of loyalty to the Registrant or its stockholders;

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for any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

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under section 174 of the DGCL; or

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for any transaction from which a director derived an improper personal benefit.

•

subject to applicable law and certain qualifications, each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Registrant or is or was serving at the request of the Registrant as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Registrant to the fullest extent permitted by the DGCL (but, in the case of any future amendment to the DGCL, only to the extent that such amendment permits the Registrant to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith, and such indemnification shall continue as to an indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. The right to indemnification described in this paragraph is a contract right and, to the extent not prohibited by applicable law, includes the right to be paid by the Registrant the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL so requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer shall be made only upon delivery to the Registrant of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses.

•

the Registrant is permitted to secure insurance on behalf of any director, officer, employee or agent of the Registrant or another business entity for any expense, liability or loss, regardless of whether the DGCL would permit indemnification. The Registrant intends to obtain a policy of liability insurance which insures its directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances.

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Table of Contents

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*NOTE:

The above-referenced Monthly Rent, does not include applicable Sales tax nor estimated increases in Operating Expenses  (Additional Rent) for each Escalation Year (Section 6).

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•

Any income, franchise or other taxes imposed upon Landlord’s income or profits, unless imposed in lieu of real property ad valorem taxes,

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The cost of any work or services performed for any tenant (including Tenant) at such Tenant’s cost,

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The cost of correcting defects in the original construction of the Building,

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Salaries, bonuses or payments of any other kind to officers and executives of Landlord,

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The cost of any work or service performed by any facility other than the Building,

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The cost of any repairs, alterations, additions, changes, replacements and other items which are made in order to prepare for a new tenant’s occupancy,

•

The cost of any repair in accordance with the Article of this Lease governing destruction or damage by fire or other casualty,

•

Interest on debt or amortization payments on any Mortgage and rental under any ground lease or other underlying lease,

•

All leasing expenses, including any real estate brokerage commissions or other costs (including concessions) incurred in procuring tenants,

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Charges (including applicable taxes) for utilities for which Landlord is entitled to reimbursement, from any tenant (other than reimbursements by other tenants in the nature of escalation or additional rental payments similar to those required of Tenant pursuant to the Lease),

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And, costs of painting or decorating any tenanted part of the Building; and any expenses for repairs or maintenance covered by warranties and service contracts in existence on the Commencement Date.

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1.

Tenant hereby acknowledges and agrees that Landlord will be solely responsible for construction of the Tenant’s Work, using an architect and contractor mutually selected by the Landlord and the Tenant provided, however, that such parties will be duly and currently licensed and qualified to do business in Pinellas County and the State of Florida and must have substantial experience in the planning and construction of Class A office building improvements of the kind to be constructed by Tenant.

2.

Tenant’s Plans will be prepared in strict accordance with all applicable building codes and ordinances, rules and regulations of applicable governmental authorities and will be subject to Landlord’s reasonable approval. If Tenant’s Plans are not delivered by September 12, 2000, then Tenant agrees that any such delay in delivery of Tenant’s Plans to Landlord will be a “Tenant Delay.” Time is of the essence of Tenant’s delivery of Tenant’s Plans to Landlord. The Tenant’s Plans must describe Tenant’s Work in detail and will include, without limitation, any special load requirements of Tenant’s equipment and fixtures, openings in floors and walls, utility plans, location of telephone equipment, lighting fixtures in excess of building standard, electrical wiring and outlets, HVAC and mechanical equipment, wall partitions, wall finishes variations in ceiling height and similar matters. Landlord has approved Tenant’s Plans. Any material changes in Tenant’s Plans from time to time will also be submitted to Landlord for Landlord’s written approval as aforesaid.

3.

Landlord will be responsible for paying for all of Tenant’s Work including all items detailed in “Description of Landlord’s Work”. The costs which are considered to be a part of the Tenant’s Work and subject to payment from Tenant’s Improvement Allowance shall consist of (i) architectural and engineering fees incurred in connection with the Tenant’s Plans, (ii) governmental agency plan check, permit and other fees (including any changes required by any governmental entity or authority having jurisdiction thereof); (iii) sales and use taxes; (iv) insurance fees associated with the construction of the Tenant’s Work; (v) testing and inspecting costs; and (vi) the costs of materials and labor incurred in connection with the Tenant’s Work performed consistently with Tenant’s Plans. (vii) a Landlord construction management fee equal to 2% of all construction, architectural and or design costs and fees. Tenant shall have rights, either as a credit against rent or otherwise, to any portion of the Landlord’s Allowance not expended for cost of Tenant’s Work as described above. As a condition of final payment of Tenant’s Improvement Allowance, Landlord shall deliver to Tenant a final sworn construction affidavit from the General Contractor, certifying that all subcontractors and material suppliers have been paid in full, together with releases and waivers of construction lien from all such parties required to deliver them pursuant to the Agreement with Landlord’s Contractor and the Florida Construction Lien Law.

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4.

Tenant’s Work will be completed in a first class, good and workmanlike manner, in full compliance with all applicable laws, codes, ordinances and regulations of governmental authorities and agencies. Landlord will, through the Contractor, be responsible for obtaining all governmental permits and approvals which are necessary for the execution of Tenant’s Work, with all costs for such permits and approvals to be paid out of the’ Tenant’s Improvement Allowance. Landlord will require the General Contractor (a) to comply with all of Landlord’s. work rules and regulations in effect from time to!, time and adhere to Landlord’s Agreement with Tenant’s Contractor, and (b) to clean up and remove all trash, debris and waste material from the Building in a safe manner, both on a daily and continuous basis during the progress of construction and upon final completion of Tenant’s Work. Landlord will be required, with no reimbursement from the Tenant, to pay for all electrical power and potable water supplied to the Leased Premises during construction of the Tenant’s Work by the General Contractor.

5.

Subject to Landlord receiving a guaranteed completion date and upon receipt of liquidated damages equal to $1,700 per day from the General Contractor for each day late past December 5, 2000, subject to delays caused by Tenant or caused or events beyond the control of Landlord or Contractor, Landlord will provide the Tenant a late fee equal to free rent on a “day for day basis”. Landlord will use its’ best efforts to consummate a construction contract with the General Contractor mutually acceptable to Tenant and’ require that the General Contractor guarantee a completion date of December 5, 000 and provide liquidated damages equal to $1,780 per day.

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1)

Completed Building Amenities:

a)

Restrooms: Men’s and Women’s

b)

Elevators

c)

Main Building Lobby

d)

Window Coverings on all perimeter windows

e)

Building Exits

f)

Janitor Closet

g)

Electrical/Telephone Rooms

2)

Building HVAC and Plumbing

a)

HVAC Equipment—DX type system; condenser, air handler and all related piping in place

b)

All supplemental cooling equipment for computer systems, etc. are not considered Base Building improvements

c)

Medium pressure duct work and VAV boxes from air handlers for distribution -

d)

Major Water Supply, Sewer and Drain Line—Sufficient to handle restrooms

3)

Fire Sprinklers

a)

Main Supply Lines in

b)

Distributed heads (pointed up) and lines to accommodate light hazard occupancy 4) Electrical

4)

Electrical

a)

Main service to building in place to power:

i)

HVAC/Mechanical Systems

ii)

Lighting panels

iii)

Fire control system

iv)

Standard electrical service panels ready to accept distribution

b)

Lighting to all Building Amenities, janitor closets and electrical/telephone rooms

c)

Emergency lighting to all areas defined under Building Amenities as required by building code

5)

Life Safety Systems as required by building code necessary to obtain certificate of occupancy for Base Building Shell, core and common areas

6)

Doors and Related Hardware to all common areas

7)

Water Coolers in common areas as defined by building code

8)

Drywall on and around the following

a)

All walls surrounding existing vertical penetrations.

9)

(2x4) lights - pre-purchased & on site, but not installed

10)

(2x2) ceiling tile - pre-purchased & on site,” but not installed

11)

Ceiling grid - installed.

12)

Energy management and building automation system - Main system installed.

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1.

As to general liability and automobile liability coverages: 51,000,000.00 combined single limit.

2.

As to workmen’s compensation and employer’s liability insurance coverage: statutory limits covering all crafts and trades working in the Building, including subcontractors of Contractor.

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(a)

to Koger by Certified, Return Receipt Requested, mail addressed to:

(b)

to the Contractor by Certified, Return Receipt Requested, mail addressed to:

a)

“Material” is defined as those items which the Contractor uses or incorporates in the performance of a service.

b)

“Product” is defined as any tangible item which is finished in detail outside of the Building and delivered for use, as-is, to the Building or requiring no more than minimal, uncharged time for installation activity.

c)

“Services” is defined as the performance of manual, engineering and/or installation activity by Contractor’s personnel which constitutes a significant part of Contractor’s activities in the Building for which Contractor makes a separate charge or is a significant part of the product purchase price.

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d)

“Work” is defined as any activity in the Building or on the Property by Contractor or any Subcontractor which includes “Service”, “Material”, or “Product” or any combination of these as defined herein.

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(i)

If intended for the Tenant at the Premises with a copy to Guarantor

(ii)

If intended for Guarantor:

(iii)  If

intended for Tenant:

(iv)

If intended for Landlord:

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(v)

If intended for Landlord, copy to:

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(i)

continuation of your base salary and benefits then in effect, subject to standard payroll deductions and withholdings, payable on the Company’s regular payroll dates, for twelve (12) months;

(ii)

an amount equivalent to your bonus for one year equal to 100% of your base salary;

(iii)

payment of your COBRA premiums for twelve (12) months or until you become eligible for health insurance benefits at the expense of a new employer, whichever is lesser; and

(iv)

immediate vesting of all unvested shares of your stock option grants (held at the time of such termination or resignation), and 12 months to exercise all stock options.

(i)

a significant adverse alteration in the nature or status of your responsibilities or the conditions of your employment or your no longer being Chairman of the Board, President and Chief Executive Officer of the Company;

(ii)

the reduction of your annual base salary as the same may be increased from time to time except for across-the-board salary reductions similarly affecting all management personnel;

(iii)

Unless known to you and accepted by you, relocation of your offices at which you are principally employed to a location more than 20 miles from such location .;

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(iv)

the failure to pay to you any portion of your then current compensation within seven (7) days of the date such compensation is due; or

(v)

the failure to continue in effect any material compensation or benefit plan in which you participate, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure to continue your participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of your participation relative to other participants.

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To:

The First American Corporation

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(1)

Assumes consummation of the mergers contemplated by the transactions disclosed in the Registration Statement.

•	Use the Internet to vote your proxy 24 hours a day, 7 days a week, until [ ] on ___, 2003.

•	You will be prompted to enter your 3-digit Company Number and your 7-digit Control Number which are located above to obtain your records and create an electronic ballot.

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Los Angeles, CA 90066

proxy

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